The discussion below describes the material factors, events, and uncertainties that make an investment in our securities risky, and these risk factors should be considered carefully together with all other information in this Annual Report, including the financial statements and notes thereto.
−Removed: It does not address all of the risks that we face, and additional risks not presently known to us or that we currently deem immaterial may also arise and impair our business operations.
+Added: Statements in this section are based on the Company's beliefs and opinions regarding matters that could materially adversely affect the Company in the future.
+Added: References to past events are provided by way of example only and are not intended to be a complete listing or representation as to whether or not such factors have occurred in the past.
+Added: Moreover, the factors, events and contingencies discussed below are not the only ones we face and should not be considered a complete statement of all potential factors, events or contingencies that the Company faces or may face in the future.
Our business, financial condition or results of operations could be materially adversely affected by the occurrence of any of these risks.
−Removed: Moreover, some of the factors, events, and contingencies discussed below may have occurred in the past, but the disclosures below are not representations as to whether or not the factors, events or contingencies have occurred in the past and instead reflect our beliefs and opinions as to the factors, events, or contingencies that could materially and adversely affect us in the future.
+Added: Additional risks not presently known to us or that we currently deem immaterial may also arise and impair our business operations.
Risks Related to Our Business
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The human resource consulting market has been traditionally fragmented and a number of large consulting firms, such as AON, Deloitte, McKinsey, Mercer and Willis Towers Watson have built businesses in human resource consulting to serve these needs.
−Removed: Our consulting business line has and continues to face competition from human resource consulting businesses.
+Added: Our consulting business line has faced, and continues to face competition from human resource consulting businesses.
Many of these competitors are significantly larger than Korn Ferry and have considerable resources at their disposal, allowing for potentially significant investment to grow their human resource consulting business.
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Our executive search services face competition from both traditional and non-traditional competitors that provide job placement services, including other large global executive search firms, smaller specialty firms and web-based firms.
−Removed: We also face increased competition from sole proprietors and in-house human resource professionals whose ability to provide job placement services has been enhanced by professional profiles made available on the internet and enhanced social media-based search tools.
+Added: We also face increased competition from sole proprietors and in-house human resource professionals whose ability to provide job placement services has been enhanced by professional profiles made available on the internet and enhanced social media-based or AI-based search tools.
The continued growth of the shared economy and related freelancing platform sites may also negatively impact demand for our services by allowing employers seeking services to connect with employees in real time and without any significant cost.
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There are no extensive barriers to entry into the executive search industry and new recruiting firms continue to enter the market.
−Removed: We believe the continuing development and increased availability of information technology will continue to attract new competitors, especially web-enabled professional and social networking website providers, and these providers may be facilitating a company’s ability to insource their recruiting capabilities.
−Removed: Competitors in these fields include Google for Jobs, HireVue, iCIMS, Indeed, Jobvite, Phenom, SmashFly and Yello.
+Added: We believe the continuing development and increased availability of information technology will continue to attract new competitors, especially AI-enabled companies, web-enabled professional and social networking website providers, and these providers may be facilitating a company’s ability to insource their recruiting capabilities.
+Added: Competitors in these fields include Eightfold AI, Google for Jobs, HireVue, iCIMS, Indeed, Jobvite, LinkedIn, Paradox, Phenom, Symphony Talent and Yello.
As these providers continue to evolve, they may develop offerings similar to or more expansive than ours, thereby increasing competition for our services or more broadly causing disruption in the executive search industry.
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As a result, companies may turn to such sites for their talent needs, which could negatively impact demand for the services we offer.
−Removed: Our RPO services primarily compete for business with other RPO providers such as Alexander Mann Solutions, Allegis, Cielo, IBM, Randstad and WilsonHCG while Professional Search & Interim services compete for mid-level professional search assignments with regional contingency recruitment firms and large national retained recruitment firms such as BTG, Harvey Nash, KForce, Michael Page, Robert Half, Robert Walters and TekSystems.
+Added: Our RPO services primarily compete for business with other RPO providers such as Alexander Mann Solutions, Allegis, Cielo, Randstad, WilsonHCG, Hudson and LHH.
+Added: Professional Search competes for mid-level professional search assignments with regional contingency recruitment firms and large national retained recruitment firms such as Michael Page, Robert Half and Hays, while our Interim services compete with firms such as Axiom, Heidrick & Struggles, KForce, MLA, RGP and Robert Half.
In addition, some organizations have developed or may develop internal solutions to address talent acquisition that may be competitive with our solutions.
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We cannot ensure that off-limit agreements will not impede our growth or our ability to attract and serve new clients, or otherwise harm our business.
−Removed: Failure to attract and retain qualified and experienced consultants could result in a loss of clients which in turn could cause a decline in our revenue and harm to our business.
+Added: Failure to recruit and retain qualified and experienced consultants could result in a loss of clients which in turn could cause a decline in our revenue and harm to our business.
We compete with other executive, professional search and interim and consulting firms for qualified and experienced consultants.
These other firms may be able to offer greater bonuses, incentives or compensation and benefits or more attractive lifestyle choices, career paths, office cultures, or geographic locations than we do.
−Removed: Competition for these consultants typically increases during periods of wage inflation, labor constraints, and/or low unemployment, such as the period from 2021 to 2022, and can result in material increases to our costs and stock usage under authorized employee stock plans, among other impacts.
−Removed: Attracting and retaining consultants in our industry is particularly important because, generally, a small number of consultants have primary responsibility for a client relationship.
+Added: Competition for these consultants typically increases during periods of wage inflation, labor constraints, and/or low unemployment and can result in material increases to our costs and stock usage under authorized employee stock plans, among other impacts.
+Added: Recruiting and retaining consultants in our industry is particularly important because, generally, a small number of consultants have primary responsibility for a client relationship.
Because client responsibility is so concentrated, the loss of key consultants may lead to the loss of client relationships.
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Any decrease in the quality of our reputation, reduction in our compensation levels relative to our peers or modifications of our compensation program, whether as a result of insufficient revenue, a decline in the market price of our common stock or for any other reason, could impair our ability to retain existing consultants or attract additional qualified consultants with the requisite experience, skills and established client relationships.
−Removed: Our failure to retain our most productive consultants, whether in Executive Search, Consulting, Digital, Professional Search & Interim or RPO, or maintain the quality of service to
−Removed: which our clients are accustomed, as well as the ability of a departing consultant to move business to his or her new employer, could result in a loss of clients, which could in turn cause our fee revenue to decline and our business to be harmed.
+Added: Our failure to retain our most productive consultants, whether in Executive Search, Consulting, Digital, Professional Search & Interim or RPO, or maintain the quality of service to which our clients are accustomed, as well as the ability of a departing consultant to move business to his or her new employer, could result in a loss of clients, which could in turn cause our fee revenue to decline and our business to be harmed.
We may also lose clients if the departing consultant has widespread name recognition or a reputation as a specialist in his or her line of business in a specific industry or management function.
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If we do not or are perceived not to successfully implement these initiatives, our ability to recruit, attract and retain talent may be adversely impacted and shifts in perspective and expectations about social issues and priorities surrounding such initiatives may occur at a faster pace than we are capable of managing effectively.
−Removed: If we are unable to identify, attract and retain sufficient talent in key positions, it may prevent us from achieving our strategic vision, disrupt our business, impact revenues, increase costs, damage employee morale and affect the quality and continuity of client service.
−Removed: In addition, risks associated with our recent reduction in headcount may be exacerbated if we are unable to retain qualified personnel.
+Added: If we are unable to identify, recruit and retain sufficient talent in key positions, it may prevent us from achieving our strategic vision, disrupt our business, impact revenues, increase costs, damage employee morale, impact our ability to keep pace with the continuing changes in technology, such as with AI, and client demand within the professional services market and affect the quality and continuity of client service.
Failing to maintain our professional reputation and the goodwill associated with our brand name could seriously harm our business.
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We are also regularly searching for ways to provide new services to clients, such as our entry into the Interim business in fiscal 2022 and strategic acquisitions in fiscal 2022 through fiscal 2025.
−Removed: This strategy may not be effective or timely executed, due to disruptions or operational challenges that may arise from efforts to consolidate or coordinate new teams, areas of the business, or business operations.
−Removed: Even if this strategy is effectively executed, may prove insufficient in light of changes in market or economic conditions, workforce trends, technology, competitive pressures or other external factors.
+Added: This strategy may not be effective or timely executed, due to disruptions or operational challenges that may arise from efforts to consolidate or coordinate new teams, areas of the business, marketing, technical expertise or business operations.
+Added: Even if this strategy is effectively executed, it may prove insufficient in light of changes in market or economic conditions, workforce trends, technology, competitive pressures or other external factors.
In addition, we plan to extend our services to new clients and into new lines of business and geographic locations.
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Our operations could also be negatively affected by changes to laws and regulations or their application or interpretation and enhanced regulatory oversight of our clients and us.
−Removed: These changes may compel us to change our prices, may restrict our ability to implement price increases, and may limit the manner in which we conduct our business or otherwise may have a negative impact on our ability to generate revenues, earnings, and cash flows.
+Added: These changes may compel us to change our prices, may restrict our ability to implement price increases, and may limit the manner in which or where we conduct our business or otherwise may have a negative impact on our ability to generate revenues, earnings, and cash flows.
If we are unable to adapt our products and services to conform to the new laws and regulations, or if these laws and regulations have a negative impact on our clients, we may experience client losses or increased operating costs, and our business and results of operations could be negatively affected.
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Other jurisdictions may decide to adopt similar or more restrictive legislation that may render the use of such technologies challenging, impossible or financially prohibitive.
+Added: Violations of these laws and regulations may lead to reputational damage, financial penalties and increased regulatory scrutiny.
Our business and operations are impacted by developing laws and regulations, as well as evolving investor and customer expectations with regard to, corporate responsibility matters and reporting, which expose us to numerous risks.
−Removed: We are subject to evolving local, state, federal and/or international laws, regulations, and expectations regarding corporate responsibility matters, including sustainability, the environment, climate change, human capital management, procurement, philanthropy, data privacy and cybersecurity, human rights, business risks and opportunities, including shifts in market preferences for reporting, more sustainable or socially responsible products and services, and other actions.
−Removed: These requirements, expectations, and/or frameworks, which can include assessment and ratings published by third-party firms, are not synchronized and vary by stakeholder, industry, and geography;
+Added: We are subject to evolving laws, regulations and expectations regarding corporate responsibility matters, including sustainability, the environment, climate change, human capital management, data privacy and cybersecurity, business risks and opportunities, including shifts in market preferences for reporting, more sustainable or socially responsible products and services, and other actions.
+Added: These requirements, expectations, and/or frameworks, which can include assessments and ratings published by third-party firms, are not synchronized and vary by stakeholder, industry and geography.
As a result, they may:
increase the time and cost of our efforts to monitor and comply with those obligations;
−Removed: limit the extent, frequency, and modality with which our consultants travel;
−Removed: impact our business opportunities, supplier and customer choices and reputation;
+Added: impact our business opportunities, supplier and customer relationships and reputation;
limit our ability to satisfy all stakeholders, some of whom may disagree with our focus on such initiatives;
and expose us to heightened scrutiny, liability, and risks that could negatively affect us.
−Removed: We report on our aspirations, targets, and initiatives related to corporate responsibility matters (both directly and in response to third-party inquiries), including our Scope 1 and 2 emissions reduction goal for 2025 and our commitment to set future goals with the Science-Based Target initiative.
−Removed: These efforts have also, and may in the future include, voluntary reporting intended to address certain third-party frameworks, such as the recommendations of the Sustainability Accounting Standards Board, the Task Force for Climate-Related Financial Disclosures and other mandatory or voluntary standards or assessments related to corporate responsibility matters.
−Removed: Our ability to achieve our corporate responsibility aspirations, which may change, or to meet these evolving expectations is not guaranteed and is subject to numerous risks, including the existence, cost, and availability of certain technology, methodologies, and processes, the acquisition and integration of new entities, and trends in demand.
+Added: We report on our aspirations, targets and initiatives related to corporate responsibility matters.
+Added: ability to achieve our corporate responsibility aspirations, which may change, or to meet evolving expectations is not guaranteed and is subject to numerous risks, including the existence, cost and availability of certain methodologies and processes, the acquisition and integration of new entities and trends in demand.
Failing to accurately report, progress on, or meet any such aspirations or expectations (including a perceived failure to do so) on a timely basis or at all could negatively affect our business, growth, results of operations and reputation.
−Removed: Meeting or exceeding such aspirations or expectations also may not result in the benefits initially anticipated.
−Removed: Within our own operations, we face additional costs:
−Removed: from rising energy costs, which make it more expensive to power our corporate offices;
−Removed: and efforts to mitigate or reduce our operations’ impacts from or on the environment, such as a shift to cloud technology or a leasing preference for buildings that are LEED-certified.
−Removed: We have also developed and offer corporate responsibility services and products designed to address customer demand for human capital management, and sustainability matters within their own organizations and workforce, the success of which depends on many factors and may not be fully realized.
Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability.
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In particular, our ability to recover from any disaster or other business continuity problem will depend on our ability to protect our technology infrastructure against damage from business continuity events that could have a significant disruptive effect on our operations.
−Removed: For example, a large number of our corporate staff are based in California, which has a high level of risk from wildfires and earthquakes.
+Added: For example, a large number of our corporate staff are based in California, which has a high level of risk and past damages from wildfires and earthquakes.
The impacts of climate change may present risks, including damage to assets and technology caused by extreme weather events and may otherwise heighten or exacerbate the occurrence of such weather events.
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our competition and the pricing policies of our competitors;
+Added: the introduction of new technologies, such as generative and agentic AI, which may compete with or affect the pricing of our services;
and current economic conditions.
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For the years ended 2026, 2025 and 2024, fixed-fee engagements represented 23%, 23%, and 24% of our revenues, respectively.
−Removed: Inflationary pressure has and may continue to adversely impact our profitability.
+Added: Inflationary pressure has adversely impacted and may continue to adversely impact our profitability.
Demand for our services is affected by global economic conditions and the general level of economic activity in the geographic regions in which we operate.
−Removed: During periods of slowed economic activity, many companies hire fewer permanent employees, and our business, financial condition and results of operations has been and may in the future be adversely affected.
+Added: During periods of slowed economic activity, many companies hire fewer permanent employees, and our business, financial condition and results of operations have been and may in the future be adversely affected.
If unfavorable changes in regional or global economic conditions occur, our business, financial condition and results of operations could suffer.
−Removed: Accelerated and pronounced economic pressures, such as the ongoing inflationary cost pressures and recent increases in interest rates, as well as geopolitical uncertainty, has and may continue to negatively impact our expense base by increasing our operating costs, including labor, borrowing, and other costs of doing business.
+Added: Accelerated and pronounced economic pressures, such as the ongoing inflationary cost pressures and recent increases in interest rates, as well as geopolitical uncertainty, have negatively impacted, and may continue to negatively impact our expense base, by increasing our operating costs, including labor, borrowing, and other costs of doing business.
Continued inflationary pressures may result in increases in operating costs that we may not be able to fully offset by raising prices for our services because if we do our clients may choose to reduce their business with us, which may reduce our operating margin.
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Our level of indebtedness could adversely affect our financial condition, our ability to operate our business, react to changes in the economy or our industry, prevent us from fulfilling our obligations under our indebtedness and could divert our cash flow from operations for debt payments.
−Removed: As of April 30, 2025, we had approximately $400.0 million in total indebtedness outstanding, and $645.6 million of availability under our $650.0 million five-year senior secured revolving credit facility (the “Revolver”) provided for under our Credit Agreement, as amended on June 24, 2022 (the “Amended Credit Agreement”) that we entered into with a syndicate of banks and Bank of America, National Association as administrative agent.
−Removed: Subject to the limits contained in the Amended Credit Agreement that govern our Revolver and the indenture governing our $400.0 million principal amount of the 4.625% Senior Unsecured Notes due 2027 (the “ Notes”), we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisition, or for other purposes.
+Added: As of April 30, 2026, we had approximately $400.0 million in total indebtedness outstanding, and $845.7 million of availability under our $850.0 million five-year senior secured revolving credit facility (the “Facility”) provided for under our Credit Agreement, on July 1, 2025 (the “Credit Agreement”) that we entered into with a syndicate of banks and Wells Fargo Bank, National Association as administrative agent.
+Added: Subject to the limits contained in the Credit Agreement that govern our Facility and the indenture governing our $400.0 million principal amount of the 4.625% Senior Unsecured Notes due 2027 (the “ Notes”), we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisition, or for other purposes.
If we do so, the risks related to our debt could increase.
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we are more vulnerable to economic downturns and adverse industry conditions and our flexibility to plan for, or react to, changes in our business or industry is more limited;
−Removed: our ability to capitalize on business opportunities and to react to competitive pressures, as compared to our competitors, may be compromised due to our high level of debt and the restrictive covenants in the Amended Credit Agreement and the indenture governing our Notes;
+Added: our ability to capitalize on business opportunities and to react to competitive pressures, as compared to our competitors, may be compromised due to our high level of debt and the restrictive covenants in the Credit Agreement and
+Added: the indenture governing our Notes;
our ability to borrow additional funds or to refinance debt may be limited;
and it may cause potential or existing customers to not contract with us due to concerns over our ability to meet our financial obligations, such as insuring against our professional liability risks, under such contracts.
−Removed: Furthermore, our debt under our Revolver bears interest at variable rates.
+Added: Furthermore, our debt under our Facility bears interest at variable rates.
Despite our indebtedness levels, we and our subsidiaries may still incur substantially more debt, which could further exacerbate the risks associated with our substantial leverage.
We and our subsidiaries may incur substantial additional indebtedness in the future.
−Removed: The Amended Credit Agreement and the indenture governing our Notes contain restrictions on the incurrence of additional indebtedness, but these restrictions are subject to several qualifications and exceptions, and the indebtedness that may be incurred in compliance with these restrictions could be substantial.
+Added: Although the Credit Agreement and the indenture governing our Notes contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to several qualifications and exceptions, and the indebtedness that may be incurred in compliance with these restrictions could be substantial.
If we incur additional debt, the risks associated with our leverage, including those described above, would increase.
−Removed: Further, the restrictions in the indenture governing the Notes and the Amended Credit Agreement will not prevent us from incurring obligations, such as trade payables, that do not constitute indebtedness as defined in such debt instruments.
−Removed: As of April 30, 2025, we had $645.6 million available to incur additional secured indebtedness under our Revolver.
+Added: Further, the restrictions in the indenture governing the Notes and the Credit Agreement will not prevent us from incurring obligations, such as trade payables, that do not constitute indebtedness as defined in such debt instruments.
+Added: As of April 30, 2026, we had $845.7 million available to incur additional secured indebtedness under our Facility.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly.
Interest rates fluctuate.
−Removed: As a result, interest rates on the Revolver or other variable rate debt offerings could be higher or lower than current levels.
+Added: As a result, interest rates on the Facility or other variable rate debt offerings could be higher or lower than current levels.
When interest rates increase, as they have recently, our debt service obligations on our variable rate indebtedness, if any, increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, correspondingly decrease.
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Moreover, in the event of a default, the holders of our indebtedness, including the Notes, could elect to declare all the funds borrowed to be due and payable, together with accrued and unpaid interest, if any.
−Removed: The lenders under the Revolver could also elect to terminate their commitments thereunder, cease making further loans, and institute foreclosure proceedings against their collateral, and we could be forced into bankruptcy or liquidation.
−Removed: If we breach our covenants under the Revolver, we would be in default thereunder.
+Added: The lenders under the Facility could also elect to terminate their commitments thereunder, cease making further loans, and institute foreclosure proceedings against their collateral, and we could be forced into bankruptcy or liquidation.
+Added: If we breach our covenants under the Facility, we would be in default thereunder.
The lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.
The agreements governing our debt impose significant operating and financial restrictions on us and our subsidiaries, which may prevent us from capitalizing on business opportunities.
−Removed: The Amended Credit Agreement and the indenture governing the Notes impose significant operating and financial restrictions on us.
+Added: The Credit Agreement and the indenture governing the Notes impose significant operating and financial restrictions on us.
These restrictions limit our ability and the ability of our subsidiaries to, among other things:
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and transfer or sell assets.
−Removed: We and our subsidiaries are subject to covenants, representations and warranties in respect of the Revolver, including financial covenants as defined in the Amended Credit Agreement.
+Added: We and our subsidiaries are subject to covenants, representations and warranties in respect of the Facility, including financial covenants as defined in the Credit Agreement.
See “Note 11 – Long-Term Debt ” of our notes to our consolidated financial statements included in this Annual Report on Form 10-K.
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A decline in our operating results or available cash could cause us to experience difficulties in complying with covenants contained in more than one agreement, which could result in our bankruptcy or liquidation.
−Removed: If we sustain a decline in our operating results or available cash, we could experience difficulties in complying with the financial covenants contained in the Amended Credit Agreement.
−Removed: The failure to comply with such covenants could result in an event of default under the Revolver and by reason of cross-acceleration or cross-default provisions, other indebtedness may then become immediately due and payable.
−Removed: In addition, should an event of default occur, the lenders under our Revolver could elect to terminate their commitments thereunder, cease making loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation.
−Removed: If our operating performance declines, we may in the future need to obtain waivers from the lenders under our Revolver to avoid being in default.
−Removed: If we breach our covenants under our Revolver and seek a waiver, we may not be able to obtain a waiver from the lenders thereunder.
−Removed: If this occurs, we would be in default under our Revolver, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.
+Added: If we sustain a decline in our operating results or available cash, we could experience difficulties in complying with the financial covenants contained in the Credit Agreement.
+Added: The failure to comply with such covenants could result in an event of default under the Facility and by reason of cross-acceleration or cross-default provisions, other indebtedness may then become immediately due and payable.
+Added: In addition, should an event of default occur, the lenders under our Facility could elect to terminate their commitments thereunder, cease making loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation.
+Added: If our operating performance declines, we may in the future need to obtain waivers from the lenders under our Facility to avoid being in default.
+Added: If we breach our covenants under our Facility and seek a waiver, we may not be able to obtain a waiver from the lenders thereunder.
+Added: If this occurs, we would be in default under our Facility, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.
Risks Related to Technology, Cybersecurity and Intellectual Property
−Removed: Use of AI may result in operational challenges, legal liability, reputational concerns and privacy concerns and competitive risks.
−Removed: Our business uses and intends to further rely on AI technology, which introduces certain risks including dependency on accurate AI performance, potential data privacy and security breaches, challenges in regulatory compliance, ethical considerations, potential workforce disruption, the risk of IP infringement, and emerging technology risks.
−Removed: Our employees, contractors or other agents may not adhere to our policies governing the use of AI technology and safeguarding of our assets, including IP and sensitive information.
−Removed: Failure to address the risks relating to the use of AI technology adequately may negatively impact our operations, reputation and financial performance.
−Removed: Additionally, other unforeseen risks stemming from our use and development of AI tools and technology may arise in the future that could adversely affect our business, financial condition and results of operations.
Technological advances may significantly disrupt the labor market and weaken demand for human capital at a rapid rate.
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Many of those technological changes may (i) reduce demand for our services, (ii) enable the development of competitive products or services, or (iii) enable our current customers to reduce or bypass the use of our services, particularly in lower-skill job categories.
−Removed: Additionally, rapid changes in AI and generative AI, which involves the use of advanced algorithms and machine learning techniques to create content, generate ideas, or simulate human-like behaviors, and block chain-based technology are increasing the competitiveness landscape.
+Added: Additionally, rapid changes in AI, such as with generative and agentic AI, which involves the use of advanced algorithms and machine learning techniques to create content, generate ideas, or simulate human-like behaviors, and block chain-based technology are increasing the competitive landscape.
We may not be successful in anticipating or responding to these changes and demand for our services could be further reduced by advanced technologies being deployed by our competitors or new competitors leveraging AI and other technologies to offer competitive services at lower costs and quicker turnaround, disrupting our business model.
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If we are unable to keep pace with industry changes this could result in an impairment of goodwill or other intangible assets and would have a negative impact on our profitability and operating results.
+Added: Our development and use of AI, as well as the adoption of AI by our clients, candidates, and competitors, present competitive, operational, financial, cybersecurity, legal, regulatory, and reputational risks that could adversely affect our business, financial condition, and results of operations.
+Added: We use, and intend to further develop and utilize, AI, including generative AI, across our businesses, digital products and operations.
+Added: Key risks relating to our use of AI and the expansion of AI’s capabilities in our industry include, but are not limited to:
+Added: • Data - Our use of AI depends on the integrity, quality and availability of large data sets and systems;
+Added: corrupted, incomplete, biased or unreliable data, model drift, or outages could produce flawed or biased output or disrupt our services.
+Added: • Cyber threat - AI may expand our attack surface, and threat actors increasingly use AI to mount more sophisticated attacks against us, our vendors and our clients.
+Added: • Legal compliance - Our use of AI may also present risks of claims of noncompliance with evolving AI and employment laws, breaches of data privacy and loss or infringement of intellectual property.
+Added: Our employees, contractors, or other agents may not adhere to our AI governance policies and processes and those policies and processes may not keep pace with legal and/or technological changes.
+Added: • Cost and pricing models - The cost of the AI tools and infrastructure on which we rely is uncertain and may increase materially as providers rapidly change their pricing models, often with limited notice.
+Added: We may be unable to control these costs or pass them through to clients, compressing our margins, and because a limited number of providers hold significant pricing power, switching or developing alternatives could require significant investment or be unavailable on commercially reasonable terms — any of which could adversely affect our results of operations.
+Added: • Reliance on third party providers - We depend on a limited number of third party providers to access, use and develop AI in our business.
+Added: We do not control these providers, and we are subject to risk if they fail to comply with applicable law, suffer a cybersecurity breach or service outage, degrade, deprecate, or discontinue models or services on which we rely, or change their pricing, terms, or availability (as described above).
+Added: • Disintermediation - AI may reduce demand for our services as clients, candidates and competitors use AI tools and platforms to perform functions we currently provide, compressing the scope, value, or pricing of our engagements.
+Added: • Talent-model transformation - AI is reshaping the nature of work and the talent markets central to our business, and may require us to redesign our offerings and reskill or restructure our own workforce.
+Added: Failure to manage any of the foregoing risks, or other unforeseen AI-related risks, could adversely affect our business, financial condition, and results of operations.
Reliance on third party technology to provide technology and other support for both our internal operations and delivering services to our clients could adversely affect our ability to execute our strategic initiative if these third parties fail to perform their obligations.
We depend on key vendors and partners to provide technology and other support for both our internal operations and delivering services to our clients.
−Removed: If these third parties fail to perform their obligations or cease to work with us, including as a result damage or disruption from fire, power loss, system malfunctions, telecommunications failure, computer viruses, cybersecurity attacks, natural disasters, acts of war or terrorism, employee errors or malfeasance, or other events beyond our control, our ability to execute on our strategic initiatives could be adversely affected .
+Added: If these third parties fail to perform their obligations or cease to work with us, including as a result of damage or disruption from fire, power loss, system malfunctions, telecommunications failure, computer viruses, cybersecurity attacks, natural disasters, acts of war or terrorism, employee errors or malfeasance, or other events beyond our control, our ability to execute on our strategic initiatives could be adversely affected .
We have invested in specialized technology and other IP for which we may fail to fully recover our investment, or which may become obsolete.
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State legislatures and regulators across the globe and here in the U.S.
−Removed: have significantly amplified their focus on data privacy and cybersecurity regulations this year, reflecting the growing public concern over data security.
−Removed: For instance, within the U.S.
−Removed: in calendar year 2024, a number of new state privacy laws were enacted, and we expect that other states will continue to adopt legislation in this area.
−Removed: Department of Justice ("DOJ") became a relatively new regulator of sensitive data this year with the release of its rule regarding transfers of bulk U.S.
−Removed: sensitive personal data to certain "countries of concern." In addition, enforcement of privacy and data protection laws has increased over the last calendar year.
−Removed: For example, the California Privacy Protection Agency ("CPPA") issued its first-ever enforcement advisory reaffirming core principles of the California Consumer Protection Act ("CCPA"), including data minimization.
+Added: have significantly amplified their focus on data privacy and cybersecurity regulations, reflecting the growing public concern over data security.
+Added: For instance, a number of state privacy laws have been enacted, and we expect that other states will continue to adopt legislation in this area.
+Added: Department of Justice ("DOJ") is a relatively new regulator of sensitive data following the release of its rule regarding transfers of bulk U.S.
+Added: sensitive personal data to certain "countries of concern." In addition, enforcement of privacy and data protection laws has increased in recent years.
Other countries have amended their privacy laws to bring them in line with international regulations, such as the GDPR.
19 unchanged sentences
Our ability to make strategic acquisitions may also be conditioned on our ability to fund such acquisitions through the incurrence of debt or the issuance of equity.
−Removed: Our Amended Credit Agreement limits us from consummating acquisitions unless we are in pro forma compliance with our financial covenants, and certain other conditions are met.
+Added: Our Credit Agreement limits us from consummating acquisitions unless we are in pro forma compliance with our financial covenants, and certain other conditions are met.
If we are required to incur substantial indebtedness in connection with an acquisition, and the results of the acquisition are not favorable, the increased indebtedness could decrease the value of our equity.
33 unchanged sentences
Demand for our services is affected by global economic conditions, including recessions, inflation, interest rates, tax rates and economic uncertainty, and the general level of economic activity in the geographic regions and industries in which we operate.
−Removed: When conditions in the global economy, including the credit markets, deteriorate, or economic activity slows, many companies hire fewer permanent employees and some companies, as a cost-saving measure, choose to rely on their own human resources departments rather than third-party search firms to find talent, and under these conditions, companies have cut back on human resource initiatives, all of which negatively affects our financial condition and results of operations.
−Removed: We also experience more competitive pricing pressure during periods of economic decline.
−Removed: If the geopolitical uncertainties result in a reduction in business confidence, when the national or global economy or credit market conditions in general deteriorate, the unemployment rate increases or any changes occur in U.S.
−Removed: trade policy (including any increases in tariffs
−Removed: that result in a trade war), such uncertainty or changes put negative pressure on demand for our services and our pricing, resulting in lower cash flows and a negative effect on our business, financial condition and results of operations.
+Added: When conditions in the global economy, including the credit markets, deteriorate, or economic activity slows, many companies hire fewer permanent employees and some companies, as a cost-saving measure, choose to rely on their own human resources departments or in-house technologies rather than third-party search firms to find talent, and under these conditions, companies have cut back on human resource initiatives, all of which negatively affects our financial condition and results of operations.
+Added: We also experience more competitive pricing pressure during periods of economic uncertainty or decline, such as when geopolitical uncertainties result in a reduction in business confidence, the national or global economy or credit market conditions in general deteriorate, the unemployment rate increases or any changes occur in U.S.
+Added: trade policy (including any increases in tariffs that result in a trade war).
+Added: This can result in lower cash flows and have a negative effect on our business, financial condition and results of operations.
In addition, some of our clients experience reduced access to credit and lower revenues, resulting in their inability to meet their payment obligations to us.
We face risks associated with social and political instability, legal requirements and economic conditions in our international operations.
−Removed: We operate in 51 c ountries and, during the year ended April 30, 2025, generated 47% of our fee revenue from operations outside of the U.S.
+Added: We operate in 51 countries and, during the year ended April 30, 2026, generated 48% of our fee revenue from operations outside of the U.S.
We are exposed to the risk of changes in social, political, legal and economic conditions inherent in international operations.
7 unchanged sentences
▪ difficulties in building and maintaining a competitive presence in existing and new markets;
−Removed: ▪ social, economic and political instability, including the repercussions of the ongoing conflict between Russia and Ukraine and the cessation of our business in Russia;
+Added: ▪ social, economic and political instability, including the ongoing conflict in the Middle East, and the repercussions of the ongoing conflict between Russia and Ukraine and the cessation of our business in Russia;
▪ differences in cultures and business practices;
13 unchanged sentences
The terms of our indebtedness may also restrict us from paying cash dividends on our common stock under certain circumstances.
−Removed: See below “—Our ability to pay dividends is restricted by agreements governing our debt, including our Amended Credit Agreement and indenture governing our Notes, and by Delaware law.”
+Added: See below “—Our ability to pay dividends is restricted by agreements governing our debt, including our Credit Agreement and indenture governing our Notes, and by Delaware law.”
Over time, our capital and other cash needs may change significantly from our current needs, which could affect whether we pay dividends and the level of any dividends we may pay in the future.
−Removed: If we were to use borrowings under our Revolver to fund our payment of dividends, we would have less cash and/or borrowing capacity available for future dividends and other purposes, which could negatively affect our financial condition, our results of operations, our liquidity and our ability to maintain and expand our business.
+Added: If we were to use borrowings under our Facility to fund our payment of dividends, we would have less cash and/or borrowing capacity available for future dividends and other purposes, which could negatively affect our financial condition, our results of operations, our liquidity and our ability to maintain and expand our business.
Accordingly, you may not receive dividends in the intended amounts, or at all.
Any reduction or elimination of dividends may negatively affect the market price of our common stock.
−Removed: Our ability to pay dividends is restricted by agreements governing our debt, including our Amended Credit Agreement and indenture governing our Notes, and by Delaware law.
−Removed: Both our Amended Credit Agreement and the indenture governing our Notes restrict our ability to pay dividends.
+Added: Our ability to pay dividends is restricted by agreements governing our debt, including our Credit Agreement and indenture governing our Notes, and by Delaware law.
+Added: Both our Credit Agreement and the indenture governing our Notes restrict our ability to pay dividends.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” where we describe the terms of our indebtedness, including provisions limiting our ability to declare and pay dividends.
−Removed: As a result of such restrictions, we may be limited in our ability to pay dividends unless we redeem our Notes and amend our Amended Credit Agreement or otherwise obtain a waiver from our lenders.
−Removed: In addition, as a result of general economic conditions, conditions in the lending markets, the results of our business or for any other reason, we may elect or be required to amend or refinance our Revolver, at or prior to maturity, or enter into additional agreements for indebtedness.
+Added: As a result of such restrictions, we may be limited in our ability to pay dividends unless we redeem our Notes and amend our Credit Agreement or otherwise obtain a waiver from our lenders.
+Added: In addition, as a result of general economic conditions, conditions in the lending markets, the results of our business or for any other reason, we may elect or be required to amend or refinance our Facility, at or prior to maturity, or enter into additional agreements for indebtedness.
Any such amendment, refinancing or additional agreement may contain covenants that could limit in a significant manner or entirely our ability to pay dividends to you.
20 unchanged sentences
If we lose the services of one or more of our executives or key employees, or if one or more of them decides to join a competitor or otherwise compete directly or indirectly with us, or if we are unable to integrate new members of our senior management who are critical to our business, we may not be able to successfully manage our business or achieve our business objectives.
−Removed: Changes in our accounting estimates and assumptions and other financial reporting standards could negatively affect our financial position and results of operations.
−Removed: We prepare our consolidated financial statements in accordance with U.S.
−Removed: These accounting principles require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of our financial statements.
−Removed: We are also required to make certain judgments that affect the reported amounts of revenues and expenses during each reporting period.
−Removed: We periodically evaluate our estimates and assumptions.
−Removed: Our consolidated financial statements also reflect estimates of the impact of the macroeconomic environment, including the impact of inflation, foreign exchange rate fluctuations and other conditions which have led to disruptions in commerce and price stability.
−Removed: Actual results could differ from the estimates we make based on historical experience and various assumptions believed to be reasonable based on specific circumstances, and changes in accounting standards could have an adverse impact on our future financial position and results of operations.
Unfavorable tax laws, tax law changes and tax authority rulings may adversely affect results.
17 unchanged sentences
These claims may harm our reputation, result in financial liability and prevent us from offering some services or products.
−Removed: We may be subject to the actions of activist stockholders, which could disrupt our business.
−Removed: We value constructive input from investors and regularly engage in dialogue with our stockholders regarding strategy and performance.
−Removed: Activist stockholders who disagree with the composition of the Board of Directors, our strategy or the way the Company is managed may seek to effect change through various strategies and channels, such as through commencing a proxy contest, making public statements critical of our performance or business or engaging in other similar activities.
−Removed: Responding to stockholder activism can be costly and time-consuming, disrupt our operations, and divert the attention of management and our employees from our strategic initiatives.
−Removed: Activist campaigns can create perceived uncertainties as to our future direction, strategy, or leadership and may result in the loss of potential business opportunities, harm our ability to attract new employees, investors, and customers, and cause our stock price to experience periods of volatility or stagnation.
−Removed: Bank failures or other events affecting financial institutions could have a material adverse effect on our business, results of operations or financial condition, or have other adverse consequences .
−Removed: The failure of a bank that we use, or events involving limited liquidity, non-performance or other adverse conditions in the financial or credit markets impacting financial institutions at which we maintain balances, or concerns or rumors about such events, may lead to disruptions in access to our cash balances, adversely impact our liquidity, including our ability to borrow under our credit facility, or limit our ability to process transactions related to our clients.
−Removed: In the events of a failure of a bank or other financial institution that holds our cash deposits, there can be no assurance that our deposits in excess of the FDIC or other comparable insurance limits will be recoverable or, even if ultimately recoverable, there may be significant delays in our ability to access those funds.
−Removed: Furthermore, bank failures, non-performance, or other adverse developments that affect financial institutions could impair the ability of one or more of the banks participating in our credit facility from honoring their commitments.
−Removed: Such events could have a material adverse effect on our financial condition or results of operations.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.