Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
KELLY SERVICES INC (Name of Issuer) |
Class B Common Stock, $1.00 Par value (Title of Class of Securities) |
488152307 (CUSIP Number) |
Andrew H. Curoe Bodman PLC, 6th Floor at Ford Field, 1901 St. Antoine Street Detroit, MI, 48226 313-259-7777 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/30/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 488152307 |
| 1 |
Name of reporting person
TERENCE E. ADDERLEY REVOCABLE TRUST K | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MICHIGAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 488152307 |
| 1 |
Name of reporting person
Andrew H. Curoe | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
42,825.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 488152307 |
| 1 |
Name of reporting person
David P. Larsen | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 488152307 |
| 1 |
Name of reporting person
William U. Parfet | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class B Common Stock, $1.00 Par value |
| (b) | Name of Issuer:
KELLY SERVICES INC |
| (c) | Address of Issuer's Principal Executive Offices:
999 W BIG BEAVER RD, TROY,
MICHIGAN
, 48084. |
| Item 2. | Identity and Background |
| (a) | This statement is being filed by the following persons (each a "Reporting Person" and, collectively, the "Reporting Persons"): Terence E. Adderley Revocable Trust K ("Trust K"); Andrew H. Curoe, as co-trustee of Trust K; David P. Larsen, as co-trustee of Trust K; and William U. Parfet, as co-trustee of Trust K (together with Mr. Curoe and Mr. Larsen, the "Trust K Trustees"). |
| (b) | For Trust K: Terence E. Adderley Revocable Trust K c/o Andrew H. Curoe, Trustee 6th Floor at Ford Field 1901 St. Antoine Street Detroit, MI 48226 For the Trust K Trustees: c/o Andrew H. Curoe 6th Floor at Ford Field 1901 St. Antoine Street Detroit, MI 48226 |
| (c) | For Trust K: Not applicable. For Mr. Curoe: Attorney, Bodman PLC, 6th Floor at Ford Field, 1901 St. Antoine Street, Detroit, MI 48226. For Mr. Larsen: Attorney, Bodman PLC, 6th Floor at Ford Field, 1901 St. Antoine Street, Detroit, MI 48226. For Mr. Parfet: Chairman and CEO, Northwood Group, LLC, 277 S. Rose Street, Suite 3500, Kalamazoo, MI 49007 |
| (d) | During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, no Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Trust K: Not applicable. For Mr. Curoe: United States. For Mr. Larsen: United States. For Mr. Parfet: United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Trust K was created by Terence E. Adderley during his lifetime as a revocable trust, with Mr. Adderley serving as the trustee of, and retaining the right to revoke, Trust K. During his lifetime, Mr. Adderley funded Trust K, including a gift of 3,139,940 shares of Class B Stock to Trust K. Mr. Adderley died on October 9, 2018, at which time the trust became irrevocable. In accordance with the provisions of Trust K, the Trust K Trustees were appointed as successor trustees of the trust. Mr. Curoe may be deemed the beneficial owner of an additional 42,825 shares of Class B Stock held by trusts where Mr. Curoe acts as trustee or co-trustee, including ten trusts holding 100 shares of Class B Stock each, and one trust holding 41,825 shares of Class B Stock. | |
| Item 4. | Purpose of Transaction |
On January 9, 2026, Trust K entered into a Share Purchase Agreement (the "Purchase Agreement") with Hunt Equity Opportunities, LLC (the "Purchaser"), pursuant to which Trust K agreed to sell to the Purchaser 3,039,940 shares of Class B Stock (representing all of the shares of Class B Stock beneficially owned by Trust K) for an aggregate purchase price of $106,000,000 plus an amount in cash equal to $15,199,700 if at any time within the 48-month period following the closing of the Share Sale, the Issuer's market capitalization is greater than or equal to $1,200,000,000 (the "Share Sale"). The Share Sale closed on January 30, 2026. As a result of the Share Sale, Trust K, and Trustees Mr. Larsen and Mr. Parfet no longer beneficially own any shares of Class B Stock. After completion of the Share Sale, Trustee Mr. Curoe no longer is deemed the beneficial owner of Trust K's shares of Class B Stock, but he may continue to be deemed the beneficial owner of an additional 42,825 shares of Class B Stock held by trusts other than Trust K where Mr. Curoe acts as trustee or co-trustee, including ten trusts holding 100 shares of Class B Stock each, and one trust holding 41,825 shares of Class B Stock. The foregoing summary of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which is filed as Exhibit 2 to Amendment No. 3 to Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The aggregate number and percentage of the shares of Class B Stock beneficially owned by each Reporting Person set forth below and on pages 2-5 hereof are based on 3,295,941 shares of Class B Stock outstanding as of October 27, 2025. |
| (b) | For Trust K: (a) Amount beneficially owned: 0 Percent of class: 0.0% (b) Number of shares to which the Reporting Person has: i. Sole power to vote or direct the vote: 0 ii. Shared power to vote or direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 0 iv. Shared power to dispose or direct the disposition of: 0 For Mr. Curoe: (a) Amount beneficially owned: 42,825 Percent of class: 1.3% (b) Number of shares to which the Reporting Person has: i. Sole power to vote or direct the vote: 0 ii. Shared power to vote or direct the vote: 42,825 iii. Sole powe
r to dispose or to direct the disposition of: 0 iv. Shared power to dispose or direct the disposition of: 42,825 For Mr. Larsen: (a) Amount beneficially owned: 0 Percent of class: 0.0% (b) Number of shares to which the Reporting Person has: i. Sole power to vote or direct the vote: 0 ii. Shared power to vote or direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 0 iv. Shared power to dispose or direct the disposition of: 0 For Mr. Parfet: (a) Amount beneficially owned: 0 Percent of class: 0.0% (b) Number of shares to which the Reporting Person has: i. Sole power to vote or direct the vote: 0 ii. Shared power to vote or direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 0 iv. Shared power to dispose or direct the disposition of: 0 |
| (c) | The information contained above in Item 4 is incorporated by reference into this Item 5(c). |
| (d) | None. |
| (e) | Following the completion of the Share Sale, the Reporting Persons cease to be the beneficial owners of more than five percent of the Class B Common Stock. The filing of this Amendment No. 4 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Persons. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The Trust K Trustees must act by majority vote to exercise investment or voting power over the Class B Shares owned by Trust K. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934 (the "Exchange Act"), this filing shall not be deemed an admission that the Trust K Trustees are, for purposes of Section 13(d) of the Exchange Act or otherwise, the beneficial owner of any equity securities reported herein. The information contained above in Item 4 is incorporated by reference into this Item 6. | |
| Item 7. | Material to be Filed as Exhibits. |
Not applicable. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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