Kelly Services, Inc. announced today the adoption of a stockholder rights plan by its Board of Directors, coinciding with a significant transaction concerning its Class B common stock. This decision follows the Terence E. Adderley Revocable Trust K’s notification to the Board that it has entered into an agreement to sell its entire 92.2% stake in Class B voting shares to a private party. The Board’s action, taken during a meeting on January 11, 2026, aims to provide ample time for evaluation of the transaction and to ensure the interests of all shareholders are duly considered.
The rights plan, which will be implemented as a dividend to holders of both Class A and Class B common stock as of January 11, 2026, allows shareholders to acquire additional shares. Specifically, each share will confer the right to purchase approximately 0.9833 shares of Class A common stock and 0.0167 shares of Class B common stock. While these rights will initially be non-exercisable and traded with the existing shares, they will become actionable if any individual or group acquires 75% or more of the Class B shares. This provision is designed to safeguard against unwarranted acquisitions and maintain balance within the company’s ownership structure.
The rights will remain valid until their expiration on January 10, 2027, or until certain triggering events take place, including mergers or agreements that are approved by the Board. If an acquiring person reaches the specified ownership threshold, those exercising rights would effectively receive shares valued at twice the rights’ exercise price.
Legal advisors Potter Anderson & Corroon LLP and Nelson Mullins Riley & Scarborough LLP are assisting Kelly Services throughout this process, and additional details will be provided in a forthcoming report filed with the U.S. Securities and Exchange Commission.
Headquartered in Troy, Michigan, Kelly Services has been a pioneering force in the staffing industry since 1946, connecting over 400,000 individuals with job opportunities annually. With revenue reaching $4.3 billion in 2024, the company continues to empower businesses across diverse sectors, including science, technology, and finance.