BUCKLEY MICHAEL C 4

What Happened

• Michael C. Buckley, Executive Vice President & Chief Financial Officer of Robert Half Inc. (RHI), received two awards on March 23, 2026: 56,406 performance shares (additional shares from certification) and 845 shares granted under the Stock Incentive Plan (total 57,251 shares, grant price $0.00). To cover tax obligations related to these awards, 10,549 shares were withheld (disposed) at a reported value of $24.82 per share, totaling $261,826. Net shares added from these transactions equal 46,702 (57,251 granted − 10,549 withheld). The Form 4 was filed on March 25, 2026 for the March 23 transactions.

Key Details

• Transaction dates: March 23, 2026 (transactions); Form 4 filed March 25, 2026.
• Grants: 56,406 performance shares (certified from 3/20/2023 award) + 845 shares under the Stock Incentive Plan; grant price $0.00.
• Tax withholding (disposition): 10,549 shares @ $24.82 = $261,826 (code F — tax withholding/payment of tax liability).
• Net increase in shares from these actions: 46,702 shares (assuming no other concurrent transactions).
• Shares owned after the transaction: Not reported in the provided filing.
• Footnotes: F1 — additional shares due to certification of performance condition for the March 20, 2023 performance share grant, vesting on March 23, 2026. F2 — granted under the Stock Incentive Plan.
• Filing timeliness: Filed two days after the transaction date; no late-filing flag provided in the supplied data.

Context

• These transactions are award vesting and related tax withholding — not an open-market sale. Withholding of shares to satisfy tax liabilities is a common administrative step when performance or restricted shares vest and does not necessarily signal a sell decision by the insider.