As filed with the Securities and Exchange Commission on July 31, 2025

Registration No. __________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________________ 

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

_______________________________________ 

KFORCE INC.

(Exact name of registrant as specified in its charter)

_______________________________________ 

FLORIDA	59-3264661
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1150 ASSEMBLY DRIVE SUITE 500, TAMPA, FLORIDA	33607
(Address of Principal Executive Offices)	(Zip Code)

KFORCE INC. 2009 EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

_______________________________________ 

JOSEPH J. LIBERATORE

KFORCE INC.

1150 Assembly Drive Suite 500, Tampa, Florida 33607

(Name and address of agent for service)

(813) 552-5000

(Telephone number, including area code, of agent for service)

_______________________________________ 

Copies of all communications to:

JENNIFER L. SMAYDA, ESQ.

General Counsel

KFORCE INC.

1150 Assembly Drive Suite 500,

Tampa, Florida 33607

(813) 552-5000

and

MICHAEL M. MILLS, ESQ.

HOLLAND & KNIGHT LLP

100 North Tampa Street, Suite 4100

Tampa, Florida 33602

(813) 227-8500

_______________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.    ☐

EXPLANATORY NOTE

Kforce Inc. (the “Registrant”), is filing this Post-Effective Amendment No. 1 to Form S-8 to deregister certain securities previously registered by the Registrant pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission on August 4, 2010 (File No. 333-168526) (“the Original Registration Statement”). The Original Registration Statement registered 3,000,000 shares of the Registrant’s common stock, par value $0.01 per share, for issuance pursuant to the Kforce Inc. 2009 Employee Stock Purchase Plan (the “ESPP”).

The Registrant is no longer issuing securities under the ESPP. This Post-Effective Amendment No. 1 is being filed in order to deregister all shares that were registered under the Original Registration Statement and remain unissued under the ESPP.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on July 31, 2025.

	KFORCE INC.
Date: July 31, 2025	By:	/s/ JOSEPH J. LIBERATORE
		Joseph J. Liberatore President and Chief Executive Officer, Director

Note: No other person is required to sign this Post-Effective Amendment No. 1 in reliance upon Rule 478 under the Securities Act of 1933, as amended.