What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-06-26 compared with 2025-06-27 · 230 added, 214 removed, 1545 unchanged (22% of the section changed)

19 unchanged sentences

Executive Compensation

The information required by this Item will be included under the captions “Compensation Discussion and Analysis,” “Compensation of Executive Officers and Directors,” and "Assessment of Risk Related to Compensation Programs," and is incorporated herein by reference.

The information required by this Item will be included under the captions “Compensation Discussion and Analysis,” “Compensation of Executive Officers and Directors” and "Assessment of Risk Related to Compensation Programs" in our 2026 Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item will be included under the captions “Security Ownership of Certain Beneficial Owners and Management” and "Equity Compensation Plan Information" and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item will be included under the captions “Certain Relationships and Related Transactions," "Related Person Transaction Approval Policy," "Director Independence," and "Board Committees," and is incorporated herein by reference.

The information required by this Item will be included under the captions “Certain Relationships and Related Transactions," "Related Person Transaction Approval Policy," "Director Independence" and "Board Committees" in our 2026 Proxy Statement and is incorporated herein by reference.

Principal Accountant Fees and Services

The information required by this Item will be included under the captions “Fees Paid to Ernst & Young” and “Audit Committee Pre-Approval Policies and Procedures” and is incorporated herein by reference.

The information required by this Item will be included under the captions “Fees Paid to Ernst & Young” and “Audit Committee Pre-Approval Policies and Procedures” in our 2026 Proxy Statement and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

11 unchanged sentences

2.3+ Letter Agreement dated April 19, 2018, by and between Korn/Ferry International and HG (Bermuda) Limited.

3.1+ Restated Certificate of Incorporation of the Company, dated January 7, 2019, filed as Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q, filed March 11, 2019.

3.1 Restated Certificate of Incorporation of the Company, dated June 10, 2026.

3.2+ Eighth Amended and Restated Bylaws, effective May 26, 2023, filed as Exhibit 3.1 to the Company’s Report on Form 8-K, filed May 30, 2023.

69 unchanged sentences

Korn Ferry Amended and Restated 2022 Stock Incentive Plan, filed as Exhibit 10.1 to the Company's Report on Form 8-K, filed September 27, 2024.

Summary of Non-Employee Director Compensation Program Effective May 1, 2025.

Employment Agreement dated April 29, 2025 between the Company and Lesley Uren.

Korn Ferry Insider Trading Policy effective March 2023, filed as Exhibit 19.1 to the Company's Annual Report on Form 10-K, filed June 28, 2024.

10.52*+ Summary of Non-Employee Director Compensation Program Effective May 1, 2025, filed as Exhibit 10.52 to the Company's Annual Report on Form 10-K, filed June 27, 2025.

10.53*+ Employment Agreement dated April 29, 2025 between the Company and Lesley Uren, filed as Exhibit 10.53 to the Company's Annual Report on Form 10-K filed June 27, 2025.

10.54+ Credit Agreement, dated July 1, 2025, by and among the Company, Wells Fargo Bank, National Association as administrative agent, and other lender parties thereto, filed as Exhibit 10.1 to the Company's Form 8-K, filed July 2, 2025.

10.55*+ Korn Ferry Amended and Restated Employee Stock Purchase Plan, effective January 1, 2026, filed as exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed March 11, 2026.

19.1 Korn Ferry Insider Trading Policy effective June 10, 2026.

21.1 Subsidiaries of Korn Ferry.

40 unchanged sentences

Director June 26, 2026

/s/ CHARLES L.

HARRINGTON Director June 27, 2025

/s/ RUSSELL A.

1 unchanged sentence

MARTINEZ Director June 26, 2026

PERRY Director June 27, 2025

ROBINSON Director June 26, 2026

Director June 26, 2026

KORN FERRY AND SUBSIDIARIES

169 unchanged sentences

Deferred compensation and pension plan adjustments, net of tax 1,117 ( 766 ) 3,989

Net unrealized gain on marketable securities, net of tax

Net unrealized (loss) gain on marketable securities, net of tax

( 87 ) 94 248

Comprehensive income 295,120 271,944 158,076

27 unchanged sentences

Net income — — 246,062 — 246,062 5,014 251,076

Other comprehensive (loss) income

Other comprehensive income (loss)

— — — 21,428 21,428 ( 560 ) 20,868

7 unchanged sentences

Net income — — 277,434 — 277,434 3,386 280,820

Other comprehensive income (loss)

— — — 21,428 21,428 ( 560 ) 20,868

Other comprehensive income — — — 13,416 13,416 884 14,300

Dividends paid to shareholders — — ( 104,645 ) — ( 104,645 ) — ( 104,645 )

19 unchanged sentences

( 31,939 ) ( 17,105 ) ( 29,848 )

Gain on modification of office lease

( 13,907 ) — —

Gain on cash surrender value of life insurance policies ( 11,557 ) ( 11,597 ) ( 8,803 )

4 unchanged sentences

Deferred compensation 42,765 41,462 65,402

Accounts payable and accrued liabilities 36,046 ( 1,976 ) ( 54,712 )

Receivables due from clients ( 24,357 ) ( 33,243 ) 7,872

3 unchanged sentences

Income taxes payable ( 4,576 ) ( 5,349 ) 2,617

Accounts payable and accrued liabilities ( 1,976 ) ( 54,712 ) ( 27,821 )

Other ( 851 ) ( 8,641 ) ( 2,027 )

2 unchanged sentences

Purchase of property and equipment ( 89,899 ) ( 62,484 ) ( 55,147 )

Cash paid for acquisitions, net of cash acquired ( 44,442 ) — ( 254,750 )

Proceeds from sales/maturities of marketable securities 53,007 41,921 46,000

2 unchanged sentences

Proceeds from life insurance policies 3,479 7,359 16,272

Cash paid for acquisitions, net of cash acquired — ( 44,442 ) —

Dividends received from unconsolidated subsidiaries — 40 —

6 unchanged sentences

7,516 7,868 8,347

Payments on life insurance policy loans ( 4,127 ) ( 123 ) ( 2,760 )

Dividends paid to noncontrolling interest ( 3,656 ) ( 3,038 ) ( 4,496 )

Principal payments on finance leases ( 2,071 ) ( 1,631 ) ( 1,776 )

Payments on life insurance policy loans ( 653 ) ( 4,127 ) ( 123 )

Net cash used in financing activities ( 238,425 ) ( 190,730 ) ( 116,333 )

Effect of exchange rate changes on cash and cash equivalents 11,432 17,826 ( 16,819 )

Net increase (decrease) in cash and cash equivalents

Net increase in cash and cash equivalents

88,481 65,959 96,981

10 unchanged sentences

Nature of Business

Korn Ferry, a Delaware corporation, and its subsidiaries (the “Company”) is a global consulting firm that powers performance.

The Company helps unlock the potential in people and unleash transformation across organizations—synchronizing strategy, operations, and talent to accelerate performance, fuel growth, and inspire a legacy of change.

Korn Ferry has expanded its capabilities and become a comprehensive partner for talent and organizational performance.

The Company delivers a broad range of offerings across the talent lifecycle, combining deep expertise with scalable delivery models to meet the needs of organizations at every stage of growth.

Korn Ferry delivers its services through five Solution areas and together, these areas comprise eight reportable segments, supported by a centralized corporate function that drive consistency, innovation, and scale.

These segments represent how the Company currently organizes and delivers work to the market, enabling Korn Ferry to deliver specialized expertise at scale while remaining agile in response to evolving client needs.

Korn Ferry, a Delaware corporation, and its subsidiaries (the “Company”) is a global consulting firm that powers individual and business performance.

The impact the Company creates spans entire organizations, but it always starts with people.

Korn Ferry works across the full organization—from strategy and leadership to hiring, development, rewards, and the roles, skills and workforce models needed for the future.

While many firms address individual parts of that system, Korn Ferry looks across and connects them.

By aligning leaders, teams and organizations around a common definition of success, Korn Ferry helps organizations make better decisions, execute with confidence and achieve stronger outcomes.

Korn Ferry delivers its services through five solution areas, and together, these areas comprise eight reportable segments, supported by a centralized corporate function that helps connect expertise, intelligence, and delivery across the firm, driving alignment, connectivity and scale.

The five solution areas are the following:

1 unchanged sentence

The consulting teams collaborate across Korn Ferry to deliver integrated solutions that support end-to-end transformation—from strategy through execution.

Digital leads the development, integration and commercialization of products in the Korn Ferry Talent Suite, as well as enabling technology across Korn Ferry's other Solution areas.

Built on decades of proprietary data, intellectual property ("IP"), behavioral science, and talent intelligence, these tools empower data-driven decision-making and provide real-time access to benchmarks, assessments, talent development, rewards, and diagnostics across the talent lifecycle.

They are leveraged in multiple ways:

by consultants within service delivery, as embedded components of Integrated Solutions, or accessed directly by clients through subscription- and license-based models.

Digital develops and manages the technology, data, platform, and AI capabilities that power Talent Suite and help the Company unlock the value of Korn Ferry's Foundational Assets.

Working closely with the Solution teams, Digital enables consultants and clients to access and apply Korn Ferry's insights through embedded and subscription-based offerings.

Executive Search delivers industry-leading executive recruitment across global markets, powered by decades of expertise and deep industry/sector specialization and Korn Ferry’s own top-tier executive search professionals.

5 unchanged sentences

These programs are delivered through global Talent Delivery Centers, using a technology-enabled platform and are designed and managed to align with each client’s business objectives, leveraging Korn Ferry’s IP, data, science and deep talent expertise.

Advanced technology and AI-driven tools are used to enhance the platform to drive scale, efficiency, and quality, while offering an engaging experience for candidates throughout the hiring process.

Advanced technology and artificial intelligence ("AI")-driven tools are used to enhance the platform to drive scale, efficiency and quality, while offering an engaging experience for candidates throughout the hiring process.

Basis of Consolidation and Presentation

5 unchanged sentences

The Company considers events or transactions that occur after the balance sheet date but before the consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosures.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2025 (continued)

Use of Estimates and Uncertainties

1 unchanged sentence

Actual results could materially differ from these estimates, and changes in estimates are reported in current operations as new information is learned or upon the amounts becoming fixed or determinable.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2026 (continued)

Revenue Recognition

Substantially all fee revenue is derived from talent and organizational consulting services and digital sales, stand-alone or as part of a solution, fees for professional services related to executive and professional recruitment performed on a retained basis, interim services and RPO, either stand-alone or as part of a solution.

Revenue is recognized when control of the goods and services are transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods and services.

Revenue is recognized when control of the goods and services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods and services.

Revenue contracts with customers are evaluated based on the five-step model outlined in Accounting Standards Codification (“ASC”) 606 (“ASC 606”), Revenue from Contracts with Customers:

13 unchanged sentences

Because the IP content license has significant stand-alone functionality, revenue is recognized upon delivery and when an enforceable right to payment exists.

Revenue for tangible and digital products sold by the Company, such as books and digital files, is recognized when these products are shipped.

Fee revenue from executive and professional search activities is generally one-third of the estimated first-year cash compensation of the placed candidate, plus a percentage of the fee to cover indirect engagement-related expenses.

18 unchanged sentences

An allowance is established for doubtful accounts by taking a charge to general and administrative expenses.

The Company’s expected credit loss allowance methodology for accounts receivable is developed using historical collection

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2025 (continued)

experience, current and future economic and market conditions and a review of the current status of customers’ trade accounts receivable.

The Company’s expected credit loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers’ trade accounts receivable.

Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is primarily based on historical loss-rate experience.

When required, the Company adjusts the loss-rate methodology to account for current conditions and reasonable and supportable expectations of future economic and market conditions.

The Company generally assesses future economic condition for a period of sixty to ninety days, which corresponds with the contractual life of its accounts receivables.

The Company generally assesses future economic conditions for a period of sixty to ninety days, which corresponds with the contractual life of its accounts receivable.

After the Company exhausts its collection efforts, the amount of the allowance is reduced for balances written off as uncollectible.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2026 (continued)

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents.

As of April 30, 2025 and 2024, the Company’s investments in cash equivalents consisted of money market funds and commercial paper with initial maturity of less than 90 days for which market prices are readily available.

As of April 30, 2026 and 2025, the Company’s investments in cash equivalents consisted of money market funds and as of April 30, 2025 also consisted of commercial paper with initial maturity of less than 90 days for which market prices are readily available.

The Company maintains its cash and cash equivalents in bank accounts that exceed federally insured FDIC limits.

6 unchanged sentences

The Company invests in mutual funds (for which market prices are readily available) that are held in trust to satisfy obligations under the Company’s deferred compensation plans.

Such investments are classified as equity securities and mirror the employees’ investment elections in their deemed accounts in the Executive Capital Accumulation Plan and similar plans in Asia Pacific and Canada (“ECAP”) from a pre-determined set of securities.

Realized gains (losses) on marketable securities are determined by specific identification.

12 unchanged sentences

a credit loss is the difference between the discounted expected future cash flows to be collected from the debt security and the cost or amortized cost of the debt security.

During fiscal 2025, 2024 and 2023, no amount was recognized as a credit loss for the Company’s available for sales debt securities.

During fiscal 2026, 2025 and 2024, no amount was recognized as a credit loss for the Company’s available-for-sale debt securities.

Fair Value of Financial Instruments

7 unchanged sentences

Unobservable inputs that reflect the reporting entity’s own assumptions.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2025 (continued)

As of April 30, 2026 and 2025, the Company held certain assets that are required to be measured at fair value on a recurring basis.

2 unchanged sentences

The fair values of marketable securities classified as equity securities are obtained from quoted market prices, and the fair values of marketable securities classified as available-for-sale and foreign currency forward contracts are obtained from a third party, which are based on quoted prices or market prices for similar assets and financial instruments.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2026 (continued)

Foreign Currency Forward Contracts Not Designated as Hedges

21 unchanged sentences

For all leases with non-lease components the Company accounts for the lease and non-lease components as a single lease component.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2025 (continued)

Property and Equipment, Net

1 unchanged sentence

Leasehold improvements are amortized on a straight-line basis over the estimated useful life of the asset, or the lease term, whichever is shorter.

Software development costs incurred for internal use projects are capitalized and once placed in service, amortized using the straight-line method over the estimated useful life, generally three to ten years .

All other property and equipment is depreciated or amortized on a straight-line basis over the estimated useful lives of three to ten years .

All other property and equipment is depreciated or amortized on a straight-line basis over the estimated useful lives of three to 10 years.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2026 (continued)

Impairment of Long-Lived Assets

Long-lived assets include property, equipment, ROU assets and software developed or obtained for internal use.

In accordance with ASC 360, Property, Plant and Equipment , management reviews the Company’s recorded long-lived assets for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable.

Management reviews the Company’s recorded long-lived assets for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable.

Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.

1 unchanged sentence

If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between fair value and the carrying value of the asset.

During fiscal 2025, 2024 and 2023, the Company reduced its real estate footprint and as a result, the Company recognized an impairment charge of the ROU assets of $ 2.5 million, $ 1.6 million and $ 5.5 million, respectively, and an impairment of leasehold improvements and furniture and fixtures of $ 0.2 million, $ 0.1 million and $ 4.4 million, respectively, recorded in the accompanying consolidated statements of income in general and administrative expenses.

During fiscal 2025 and 2024, the Company reduced its real estate footprint and as a result, the Company recognized an impairment charge of the ROU assets of $ 2.5 million and $ 1.6 million, respectively, and an impairment of leasehold improvements and furniture and fixtures of $ 0.2 million and $ 0.1 million, respectively, recorded in the accompanying consolidated statements of income in general and administrative expenses.

During fiscal 2025 and 2024, the Company also recognized a software impairment charge in the Digital segment of $ 0.4 million and $ 1.5 million, respectively, which was recorded in the accompanying consolidated statements of income in general administrative expenses.

There were no impairments of long-lived assets recorded during fiscal 2026.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of assets acquired.

Goodwill represents the excess of the purchase price over the net assets acquired.

Goodwill is tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired.

Results of the annual qualitative test performed as of February 1, 2025, indicated that the fair value of the reporting units exceeded its carrying value and no indicators of impairment were identified.

Results of the annual qualitative test performed as of February 1, 2026, indicated that the fair value of each of the reporting units exceeded its carrying value and no indicators of impairment were identified.

As a result, no impairment charge was recognized.

12 unchanged sentences

Accordingly, each quarter the Company reevaluates the assumptions used to estimate annual performance-related bonus liability and adjusts the carrying amount of the liability recorded on the consolidated balance sheet and reports any changes in the estimate in current operations.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2025 (continued)

Because annual performance-based bonuses are communicated and paid only after the Company reports its full fiscal year results, actual performance-based bonus payments may differ from the prior year’s estimate.

1 unchanged sentence

The performance-related bonus expense was $ 433.8 million, $ 400.2 million and $ 390.0 million for the years ended April 30, 2026, 2025 and 2024, respectively, included in compensation and benefits expense in the consolidated statements of income.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2026 (continued)

Other expenses included in compensation and benefits expense are due to changes in deferred compensation and pension plan liabilities, changes in cash surrender value (“CSV”) of company-owned life insurance (“COLI”) contracts, amortization of stock-based compensation awards, commissions, payroll taxes and employee insurance benefits.

29 unchanged sentences

Management, together with its outside advisors, routinely monitors the claims paying abilities of these insurance companies.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2025 (continued)

Restructuring Charges, Net

1 unchanged sentence

Changes in the estimates of the restructuring charges are recorded in the period the change is determined.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2026 (continued)

Earnings Per Share

8 unchanged sentences

Dilutive common equivalent shares include all in-the-money outstanding options or other contracts to issue common stock as if they were exercised or converted.

Financial instruments that are not in the form of common stock, but when converted into common stock increase earnings per share or decrease loss per share, are anti-dilutive and are not included in the computation of diluted earnings per share.

Financial instruments that are not in the form of common stock, but when converted into common stock increase earnings per share, are anti-dilutive and are not included in the computation of diluted earnings per share.

Stock-Based Compensation

7 unchanged sentences

Resulting translation adjustments are recorded as a component of accumulated other comprehensive loss, net.

Gains and losses from foreign currency transactions are included in general and administrative expense in the period incurred.

Gains and losses from foreign currency transactions are included in general and administrative expenses in the period incurred.

During fiscal 2026, 2025 and 2024, the Company recorded foreign currency losses of $ 4.2 million, $ 2.8 million and $ 4.5 million respectively, in general and administrative expenses in the consolidated statements of income.

11 unchanged sentences

The Company records income tax-related interest and penalties within income tax expense.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2025 (continued)

Concentration of Credit Risk

1 unchanged sentence

Cash equivalents include investments in money market securities and may include commercial papers and U.S.

Treasury and Agency securities, while investments include mutual funds, commercial papers, corporate notes/bonds and may include U.S.

Treasury and Agency securities, while investments include mutual funds, commercial papers, corporate notes/bonds and U.S.

Treasury and Agency securities.

4 unchanged sentences

As of April 30, 2026 and 2025, the Company had no other significant credit concentrations.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2026 (continued)

Advertising Costs

Advertising costs are expensed as incurred, except for certain sponsorship arrangements which are capitalized and amortized over the period in which the related economic benefits are expected to be realized.

Advertising costs to be expensed within one year are included in prepaid expenses and other assets, while advertising costs anticipated to be expensed beyond one year are included in investments and other assets in the accompanying consolidated balance sheets.

Included in general and administrative expenses in the Company's consolidated statements of income were advertising expense of $ 31.5 million, $ 25.9 million and $ 23.9 million in fiscal 2026, 2025 and 2024, respectively.

Recently Adopted Accounting Standards

In November 2023, the Financial Accounting Standards Board issued an accounting update for all public entities that are required to report segment information in accordance with Topic 280, Segment Reporting .

The amendment in this update improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense.

The amendment in this update is effective for fiscal years beginning after December 15, 2023, and interim periods with fiscal years beginning after December 15, 2024.

The Company adopted this guidance in fiscal 2025 and will adopt the guidance in the interim period beginning in fiscal 2026.

The adoption of this guidance did not have a material impact on the consolidated financial statements.

In December 2023, the Financial Accounting Standards Board ("FASB") issued an amendment to the accounting standard update for income taxes disclosures ("ASU 2023-09").

The new amendment provides improvements to annual income tax disclosures by requiring specific categories in the rate reconciliation and disaggregated information for income taxes paid.

The amendment is effective for annual periods beginning after December 15, 2024, and can be applied on a prospective or retrospective basis.

The Company adopted this guidance on a prospective basis in fiscal 2026 and it did not have a material impact on the consolidated financial statements.

Recent Accounting Standards - Not Yet Adopted

In December 2023, the Financial Accounting Standards Board issued an accounting update for income taxes disclosures.

The new amendments provide improvements to income tax disclosures by requiring specific categories in the rate reconciliation and disaggregated information for income taxes paid.

The amendment of this update is effective for annual periods beginning after December 15, 2024, and should be applied on a prospective basis.

The Company will adopt this guidance in its fiscal year beginning May 1, 2025.

The adoption of this guidance is not anticipated to have a material impact on the consolidated financial statements.

In November 2024, the Financial Accounting Standards Board issued an accounting update that requires public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period.

The amendment in this update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

In November 2024, the FASB issued an accounting update that requires public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period.

This update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

The Company will adopt this guidance in fiscal 2028 and in the interim periods beginning in fiscal 2029.

The adoption of this guidance is not anticipated to have a material impact on the consolidated financial statements.

In July 2025, the FASB issued an amendment to the accounting update for measurement of credit losses for accounts receivable and contract assets.

The amendment provides an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606.

The amendment will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

Early adoption is permitted in both interim and annual reporting periods in which the financial statements have not yet been issued or made available for issuance.

The Company will adopt this guidance in the interim periods beginning in fiscal 2027.

The adoption of this guidance is not anticipated to have a material impact on the consolidated financial statements.

In September 2025, the FASB issued an amendment to the accounting update for internal-use software.

The new amendment removes all references to prescriptive and sequential software development stages and requires the Company to start capitalizing software costs when 1) management has authorized and committed to funding the software project and 2) it is probable that the project will be completed and the software will be used to perform the function intended.

The amendment is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

The Company is currently evaluating the impact of this accounting guidance on the consolidated financial statements.

KORN FERRY AND SUBSIDIARIES

28 unchanged sentences

Deferred compensation and pension plan adjustments, net of taxes 8,721 7,604

Marketable securities unrealized gain (loss), net of tax

Marketable securities unrealized (loss) gain, net of tax ( 30 ) 57

Accumulated other comprehensive loss, net $ ( 72,827 ) $ ( 86,243 )

16 unchanged sentences

( 116,004 ) 8,370 ( 37 ) ( 107,671 )

Unrealized (losses) gains arising during the period ( 19,144 ) 3,663 248 ( 15,233 )

Reclassification of realized net losses to net income — 326 — 326

Unrealized gains (losses) arising during the period

22,100 ( 625 ) 96 21,571

Reclassification of realized net gains to net income

— ( 141 ) ( 2 ) ( 143 )

Balance as of April 30, 2025

7 unchanged sentences

_______________________________

(1) The tax effects on unrealized (losses) gains were $( 0.3 ) million, $ 1.3 million and $ 1.1 million as of April 30, 2025, 2024 and 2023, respectively.

The tax effects on reclassifications of realized net (gains) losses were $( 0.1 ) million, $ 0.1 million and $ 0.1 million as of April 30, 2025, 2024 and 2023, respectively.

(2) The tax effects on unrealized gains were $ 0.1 million and $ 0.1 million as of April 30, 2024 and 2023, respectively.

(1) The tax effects on unrealized gains (losses) were $ 0.3 million, $( 0.3 ) million and $ 1.3 million as of April 30, 2026, 2025 and 2024, respectively.

The tax effects on reclassifications of realized net (gains) losses were $( 0.1 ) million and $ 0.1 million as of April 30, 2025 and 2024, respectively.

(2) The tax effects on unrealized gains was $ 0.1 million as of April 30, 2024.

Employee Stock Plans

35 unchanged sentences

As of April 30, 2026, there was $ 77.7 million of total unrecognized compensation cost related to all non-vested awards of restricted stock, which is expected to be recognized over a weighted-average period of 2.3 years.

During fiscal 2025 and 2024, 262,930 shares and 212,204 shares of restricted stock totaling $ 17.4 million and $ 10.7 million, respectively, were repurchased by the Company, at the option of the employee, to pay for taxes related to the vesting of restricted stock.

During fiscal 2026, 2025 and 2024, 261,325 shares of restricted stock totaling $ 19.2 million, 262,930 shares of restricted stock totaling $ 17.4 million, and 212,204 shares of restricted stock totaling $ 10.7 million, respectively, were repurchased by the Company, at the option of the employee, to pay for taxes related to the vesting of restricted stock.

Employee Stock Purchase Plan

The Company has an ESPP that, in accordance with Section 423 of the Internal Revenue Code, allows eligible employees to authorize payroll deductions of up to 15 % of their salary to purchase shares of the Company’s common stock.

On June 3, 2020, the Company amended the plan so that the purchase price of the shares purchased could not be less than 85 % or more than 100 % of the fair market price of the common stock on the last day of the enrollment period.

This amendment became effective July 1, 2020.

According to the plan the purchase price of the shares purchased could not be less than 85 % or more than 100 % of the fair market price of the common stock on the last day of the enrollment period.

At the Company's 2022 Annual Meeting of Stockholders, held on September 22, 2022, the Company's stockholders approved the Korn Ferry Amended and Restated Employee Stock Purchase Plan, which, among other things, increased the total number of shares of the Company's common stock that may be purchased thereunder by 1,500,000 shares.

3 unchanged sentences

As of April 30, 2026, the ESPP had approximately 1.4 million shares remaining available for future issuance.

During fiscal 2025, 2024 and 2023, the Company repurchased (on the open market or privately negotiated transactions) 1,276,500 shares of the Company’s common stock for $ 88.9 million, 930,000 shares for $ 52.5 million and 1,709,867 shares for $ 93.9 million, respectively.

During fiscal 2026, 2025 and 2024, the Company repurchased (on the open market or through privately negotiated transactions) 1,790,225 shares of the Company’s common stock for $ 116.1 million, 1,276,500 shares for $ 88.9 million and 930,000 shares for $ 52.5 million, respectively.

Cash Dividends

42 unchanged sentences

Current Marketable

Non-current Other Accrued Liabilities

Non-current Income Taxes and Other Receivables

(in thousands)

Changes in Fair Value Recorded in

Other Comprehensive Loss

Other Comprehensive Income

Commercial paper $ 3,842 $ — $ ( 1 ) $ 3,841 $ 500 $ 3,341 $ — $ —

23 unchanged sentences

As of April 30, 2026 and 2025, the Company’s investments in equity securities consisted of mutual funds for which market prices are readily available.

Unrealized gains that relate to equity securities still held as of April 30, 2025 and 2024 were $ 1.3 million and $ 25.1 million, respectively, while unrealized losses that relate to equity securities held as of April 30, 2023 was $ 3.8 million.

Unrealized gains that relate to equity securities still held as of April 30, 2026, 2025 and 2024 were $ 14.6 million, $ 1.3 million and $ 25.1 million, respectively.

Deferred Compensation and Retirement Plans

The Company has several deferred compensation and retirement plans for eligible consultants and vice presidents that provide defined benefits to participants based on the deferral of current compensation or contributions made by the Company subject to vesting and retirement or termination provisions.

KORN FERRY AND SUBSIDIARIES

1 unchanged sentence

April 30, 2026 (continued)

Foreign Currency Forward Contracts Not Designated as Hedges

The fair value of derivatives not designated as hedge instruments are as follows:

(in thousands)

Derivative assets:

Foreign currency forward contracts $ 2,486 $ 979

Derivative liabilities:

Foreign currency forward contracts $ 1,595 $ 1,406

As of April 30, 2025, the total notional amounts of the forward contracts purchased and sold were $ 74.7 million and $ 42.6 million, respectively.

As of April 30, 2024, the total notional amounts of the forward contracts purchased and sold were $ 82.9 million and $ 34.0 million, respectively.

The Company recognizes forward contracts as a net asset or net liability on the consolidated balance sheets as such contracts are covered by master netting agreements.

During fiscal 2025, the Company incurred losses of $ 1.0 million related to forward contracts which is recorded in general and administrative expenses in the accompanying consolidated statements of income.

During fiscal 2024 and 2023, the Company incurred gains of $ 0.6 million and $ 2.1 million, respectively, related to forward contracts which is recorded in general and administrative expenses in the accompanying consolidated statements of income.

These foreign currency losses/gains offset foreign currency gains/losses that result from transactions denominated in a currency other than the Company’s functional currency.

The cash flows related to foreign currency forward contracts are included in cash flows from operating activities.

Deferred Compensation and Retirement Plans

The total benefit obligations for these plans were as follows:

17 unchanged sentences

In June 2003, the Company amended the EWAP and WAP, so as not to allow new participants or the purchase of additional deferral units by existing participants.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2025 (continued)

In conjunction with the acquisition of Hay Group, the Company acquired multiple pension and savings plans covering certain of its employees worldwide.

5 unchanged sentences

Each vested unit award will pay out an annual benefit of either $ 10,000 , $ 12,500 or $ 25,000 for each of five years commencing on the seventh anniversary of the grant date.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2026 (continued)

Deferred Compensation and Pension Plans

6 unchanged sentences

Interest cost 15,521 17,772

Actuarial loss (gain)

1,482 ( 5,001 )

Actuarial loss 382 1,482

Administrative expenses paid ( 202 ) ( 234 )

23 unchanged sentences

As of April 30, 2026 and 2025, the Company held contracts with gross CSV of $ 361.2 million and $ 325.5 million, offset by outstanding policy loans of $ 72.2 million and $ 72.8 million, respectively.

The pension obligation in fiscal 2026 increased compared to fiscal 2025 due to the ongoing accruals for the LTPU Plan for additional awards issued in fiscal 2026.

KORN FERRY AND SUBSIDIARIES

1 unchanged sentence

April 30, 2026 (continued)

The pension obligation in fiscal 2025 increased compared to fiscal 2024 due to the ongoing accruals for the LTPU Plan for additional awards issued and an actuarial loss in fiscal 2025 compared to fiscal 2024 primarily due to a decrease in discount rates in fiscal 2025.

The fair value measurements of the defined benefit plan assets fall within the following levels of the fair value hierarchy as of April 30, 2026 and 2025:

51 unchanged sentences

Interest cost 183 219

Actuarial loss (gain)

Actuarial (gain) loss ( 136 ) 214

Benefits paid ( 437 ) ( 472 )

Participants' contributions 5 —

Benefit obligation, end of year $ 3,803 $ 4,188

6 unchanged sentences

(in thousands)

Service cost $ — $ — $ —

Interest cost $ 183 $ 219 $ 217

5 unchanged sentences

_______________________________

(1) The service cost, interest cost and the other components of net periodic benefit costs are included in compensation and benefits expense, interest expense, net and other income, net, respectively, on the consolidated statements of income.

(1) The interest cost and the other components of net periodic benefit costs are included in interest expense, net and other income, net, respectively, on the consolidated statements of income.

KORN FERRY AND SUBSIDIARIES

47 unchanged sentences

In addition, the Company has the option to make matching contributions.

Beginning in fiscal 2022, the Company began to match 10 % of the employee contributions each pay period up to the IRS limit (excluding catch-up contributions) and then making an additional discretionary match after the fiscal year.

The Company matches 10 % of the employee contributions each pay period up to the IRS limit (excluding catch-up contributions) and then makes an additional discretionary match after the fiscal year.

The Company made $ 3.4 million in matching contributions during fiscal 2026.

29 unchanged sentences

However, this amount should not be considered an indication of the Company’s future revenue as contracts with an initial term of one year or less are not included.

Further, our contract terms and conditions allow for clients to increase or decrease the scope of services and such changes do not increase or decrease a performance obligation until the Company has an enforceable right to payment.

Further, the Company's contract terms and conditions allow clients to increase or decrease the scope of services and such changes do not increase or decrease a performance obligation until the Company has an enforceable right to payment.

Disaggregation of Revenue

44 unchanged sentences

Corporate notes/bonds $ 7,803 $ 10 $ — $ — $ — $ 4,630 $ 3,173

Treasury and Agency Securities $ 4,346 $ 9 $ — $ — $ — $ 2,441 $ 1,905

Balance at April 30, 2026

31 unchanged sentences

Year Ended April 30, 2026

(in thousands) %

federal statutory income tax rate $ 81,574 21.0 %

State and local income tax, net of federal income tax effect (1)

Foreign tax effects (2)

Non-taxable or non-deductible items

Non-deductible officer's compensation 4,676 1.2

( 2,048 ) ( 0.5 )

Effect of cross-border tax laws

( 2,300 ) ( 0.6 )

Change in unrecognized tax benefits 3,485 0.9

Tax credits ( 1,022 ) ( 0.3 )

( 1,028 ) ( 0.3 )

Effective income tax rate $ 107,630 27.7 %

_______________________________

(1) For the year ended April 30, 2026, no single state or local jurisdiction accounted for more than 5% of the total income tax expense.

The Company's state tax expense is primarily attributable to operations in Minnesota, New York, California, Illinois and New York City, which combined for more than 50% of this category, but none of which individually exceeded 5% of the total income tax expense.

(2) No individual foreign jurisdiction exceeded 5% of total income tax expense for fiscal 2026, either in aggregate or for any individual category of reconciling items.

(3) Reconciling items that are individually less than 5% of the total income tax expense.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2026 (continued)

The reconciliation of the statutory federal income tax rate to the effective consolidated tax rate is as follows for the years ended April 30, 2025 and 2024, prior to the adoption of ASU 2023-09:

Year Ended April 30,

federal statutory income tax rate

21.0 % 21.0 %

State tax, net of federal effect

2 unchanged sentences

Change in valuation allowance

( 0.5 ) ( 5.8 )

Change in uncertain tax positions

Foreign-derived intangible income deduction

( 1.0 ) ( 1.2 )

Repatriation of earnings of foreign subsidiaries

R&D tax credit

Other ( 0.5 ) ( 1.2 ) ( 0.8 )

( 0.7 ) ( 1.5 )

( 0.5 ) ( 1.2 )

Effective income tax rate

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2025 (continued)

27.2 % 22.5 %

Components of deferred tax assets and liabilities were as follows:

19 unchanged sentences

Net deferred tax asset $ 107,484 $ 138,579

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2026 (continued)

Deferred tax assets are reduced by a valuation allowance if it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.

2 unchanged sentences

Although realization is not assured, management believes that it is more-likely-than-not that the net deferred tax assets will be realized.

In fiscal 2025, the Company’s valuation allowance decreased by $ 3.0 million primarily due to releases of valuation allowances against deferred tax assets, including net operating loss carryforwards, in certain foreign jurisdictions that were now more-likely-than-not to be realized.

In fiscal 2026, the Company’s valuation allowance increased by $ 0.6 million primarily due to management's conclusion that deferred tax assets in certain jurisdictions, including net operating losses, were not more-likely-than-not to be realized.

In fiscal 2025, the Company’s valuation allowance decreased by $ 3.0 million primarily due to the releases of valuation allowances against deferred tax assets, including net operating loss carryforwards, in certain foreign jurisdictions that were more-likely-than-not to be realized.

In fiscal 2024, the Company's valuation allowance decreased by $ 12.7 million, primarily due to the release of a $ 9.7 million valuation allowance as a result of actions taken in connection with the global minimum tax, and other releases of valuation allowances against deferred tax assets, primarily net operating loss carryforwards, in certain foreign jurisdictions that were more-likely-than-not to be realized.

In fiscal 2023, the Company's valuation allowance increased by $ 1.2 million, primarily due to changes in deferred tax asset balances, including net operating loss carryforwards in certain foreign jurisdictions that were not more-likely-than-not to be realized.

Deferred tax assets and deferred tax liabilities are presented net on the consolidated balance sheets by tax jurisdiction.

The global minimum tax, which is also known as Pillar Two under the Organization for Economic Cooperation and Development framework on Base Erosion and Profit Shifting and was first applicable to Korn Ferry in fiscal 2025,

did not have a material impact on the Company’s tax provision.

As of April 30, 2026, the Company had U.S.

2 unchanged sentences

The Company also has foreign net operating loss carryforwards of $ 73.9 million, which, if unutilized, will begin to expire in fiscal 2027.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2025 (continued)

The Company continues to consider approximately $ 831.0 million of undistributed earnings of foreign subsidiaries to be indefinitely reinvested, and accordingly, have provided no state, local or foreign withholding income taxes on such earnings.

The Company continues to consider undistributed earnings of certain foreign subsidiaries to be indefinitely reinvested, and accordingly, has not provided deferred taxes on such earnings.

While the Company does not anticipate the need to repatriate funds to the U.S.

to satisfy domestic liquidity needs, it reviews cash positions regularly and, to the extent that it is determined that all or a portion of foreign earnings are not indefinitely reinvested, the Company will provide additional state, local and foreign withholding income taxes.

Under current U.S.

federal tax law, the Company does not expect to incur a U.S.

federal income tax liability on the undistributed earnings in the event they are repatriated to the United States.

to satisfy domestic liquidity needs, it reviews cash positions regularly and, to the extent that it determines that all or a portion of foreign earnings are not indefinitely reinvested, the Company will record a deferred tax liability.

The determination of the amount of the unrecognized deferred tax liability related to such undistributed earnings is not practicable.

The Company elected to treat taxes due on future U.S.

4 unchanged sentences

Currently, income tax returns of the Company’s subsidiaries are under audit in Germany, Saudi Arabia, India, United Kingdom and United States.

The Company’s income tax returns are not otherwise under examination in any material jurisdictions.

The Company’s income tax returns are not otherwise under examination in any material jurisdiction.

The statute of limitations varies by jurisdiction in which the Company operates.

13 unchanged sentences

Unrecognized tax benefits, end of year $ 12,955 $ 10,856 $ 14,023

The full amount of unrecognized tax benefits would impact the effective tax rate if recognized.

In the next 12 months, it is reasonably possible that the Company’s unrecognized tax benefits could change due to the resolution of certain tax matters either because the tax positions are sustained on audit or the Company agrees to their disallowance.

These resolutions could reduce the Company’s liability for unrecognized tax benefits by approximately $ 3.0 million.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2026 (continued)

As of April 30, 2026, the Company had $ 13.0 million of unrecognized tax benefits.

The full amount of unrecognized tax benefits would impact the effective income tax rate if recognized.

The Company classifies interest and penalties related to unrecognized tax benefits as a component of the provision for income taxes.

3 unchanged sentences

The Company did not recognize a tax expense for interest and penalties related to unrecognized tax benefits during fiscal 2024.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2025 (continued)

Cash paid during the year for income taxes, net of refunds, is as follows:

April 30, 2026

(in thousands)

Federal $ 17,348

United Kingdom 6,033

United Arab Emirates 5,285

Australia 4,904

Other foreign 31,742

Cash paid for income taxes, net of refunds, were $ 106.9 million and $ 72.1 million for fiscal years 2025 and 2024, respectively.

Property and Equipment, Net

12 unchanged sentences

(1) Depreciation expense for capitalized software was $ 60.8 million, $ 41.0 million and $ 36.5 million during fiscal 2026, 2025 and 2024, respectively.

Depreciation expense for capitalized software includes $ 13.8 million of accelerated depreciation associated with the decision to sunset our Digital platform during fiscal 2026 .

The net book value of the Company’s computer software costs included in property and equipment, net was $ 162.0 million and $ 144.0 million as of April 30, 2026 and 2025, respectively.

Depreciation expense for property and equipment was $ 74.5 million, $ 55.3 million and $ 52.4 million during fiscal 2026, 2025 and 2024, respectively.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2026 (continued)

Long-Term Debt

18 unchanged sentences

Long-term borrowings, net of unamortized discount and debt issuance costs $ 398,565 $ 397,736

Credit Facilities

The Company was party to a credit agreement dated as of December 16, 2019 (as amended, amended and restated or otherwise modified, the “Prior Credit Agreement”) with Bank of America, National Association as administrative agent and other lenders party thereto.

The Prior Credit Agreement provided for a $ 650.0 million five-year senior secured revolving credit facility maturing June 24, 2027 (the “Prior Facility”).

On July 1, 2025, the Company entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association as administrative agent and other lender parties thereto.

The Credit Agreement provides for an $ 850.0 million five-year senior secured revolving credit facility and other revolving commitments, as specified in the Credit Agreement (the “Facility” and together with the Prior Facility, the "Facilities").

The obligations under the Credit Agreement are secured by substantially all of the assets of the Company and those of its subsidiaries that are guarantors under the Credit Agreement.

The Credit Agreement replaced the Prior Credit Agreement, and the Company repaid all outstanding obligations under the Prior Credit Agreement, and expenses and fees in connection therewith.

Since the borrowing capacity under the new arrangement increased, the previously incurred unamortized and current debt issuance costs will be amortized over the life of the new arrangement.

The principal balance of the Facility, if any, is due at maturity.

The Credit Agreement matures on July 1, 2030 and any unpaid principal balance is payable on this date.

The Facilities may also be prepaid and terminated early by the Company at any time without premium or penalty (subject to customary breakage fees).

Amounts outstanding under the Credit Agreement will bear interest at a rate equal to, at the Company’s election, either Term SOFR plus an interest rate margin between 1.125 % per annum and 2.00 % per annum, depending on the Company’s consolidated net leverage ratio, or base rate plus an interest rate margin between 0.125 % per annum and 1.00 % per annum, depending on the Company’s consolidated net leverage ratio.

In addition, the Company will be required to pay to the lenders a quarterly commitment fee ranging from 0.175 % to 0.30 % per annum on the actual daily unused amount of the Facility based upon the Company’s consolidated net leverage ratio at such time, and fees relating to the issuance of letters of credit.

KORN FERRY AND SUBSIDIARIES

1 unchanged sentence

April 30, 2026 (continued)

Credit Facilities

On June 24, 2022, the Company entered into an amendment (the “Amendment”) to its December 16, 2019 Credit Agreement (the “Credit Agreement”;

as amended by the Amendment, the “Amended Credit Agreement”) with a syndicate of banks and Bank of America, National Association as administrative agent, to, among other things, (i) extend the existing maturity date of the revolving facility to June 24, 2027, (ii) replace the London interbank offered rate with forward-looking Secured Overnight Financing Rate (" SOFR") term rate (“Term SOFR”) as described below and (iii) replace the existing financial covenants with the financial covenant described below.

The Amended Credit Agreement provides for five-year senior secured credit facilities comprised of a $ 650.0 million revolving credit facility (the “Revolver”).

The Amended Credit Agreement also provides that, under certain circumstances, the Company may incur term loans or increase the aggregate principal amount of revolving commitments by an aggregate amount up to $ 250.0 million plus an unlimited amount subject to a consolidated secured net leverage ratio of 3.25 to 1.00.

The Amended Credit Agreement contains certain customary affirmative and negative covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, grant liens and make certain acquisitions, investments, asset dispositions and restricted payments.

In addition, the Amended Credit Agreement contains a covenant that requires the Company to maintain a maximum consolidated secured leverage ratio of 3.50 to 1.00 (which may be temporarily increased to 4.00 following certain material acquisitions under certain circumstances) (the “Financial Covenant”).

The principal balance of the Revolver, if any, is due at maturity.

The Credit Facilities mature on June 24, 2027 and any unpaid principal balance is payable on this date.

The Credit Facilities may also be prepaid and terminated early by the Company at any time without premium or penalty (subject to customary breakage fees).

Amounts outstanding under the Amended Credit Agreement will bear interest at a rate equal to, at the Company’s election, either Term SOFR plus a SOFR adjustment of 0.10 %, plus an interest rate margin between 1.125 % per annum and 2.00 % per annum, depending on the Company’s consolidated net leverage ratio, or base rate plus an interest rate margin between 0.125 % per annum and 1.00 % per annum depending on the Company’s consolidated net leverage ratio.

In addition, the Company will be required to pay to the lenders a quarterly commitment fee ranging from 0.175 % to 0.300 % per annum on the actual daily unused amount of the Revolver, based upon the Company’s consolidated net leverage ratio at such time, and fees relating to the issuance of letters of credit.

As of April 30, 2025 and 2024 , there was no outstanding liability under the Credit Facilities.

The unamortized debt issuance costs associated with the Amended Credit Agreement was $ 2.2 million and $ 3.2 million as of April 30, 2025 and 2024 , respectively.

As of April 30, 2026 and 2025 , there were no borrowings outstanding under the Facility or Prior Facility and the Company was in compliance with its debt covenants.

The unamortized debt issuance costs associated with the Credit Agreement were $ 3.6 million as of April 30, 2026 and $ 2.2 million under the Prior Credit Agreement as of April 30, 2025 .

The debt issuance costs were included in other current assets and other non-current assets on the consolidated balance sheets.

As of April 30, 2025, the Company was in compliance with its debt covenants.

The Company has a total of $ 645.6 million and $ 645.5 million available under the Credit Facilities as of April 30, 2025 and 2024 , respectively, after $ 4.4 million and $ 4.5 million of standby letters of credit were issued as of April 30, 2025 and 2024 , respectively.

The Company had a total of $ 845.7 million available under the Facility and $ 645.6 million available under the Prior Credit Agreement as of April 30, 2026 and 2025 , respectively, after $ 4.3 million and $ 4.4 million of standby letters of credit were issued as of April 30, 2026 and 2025 , respectively.

The Company had a total of $ 15.5 million and $ 13.1 million of standby letters with other financial institutions as of April 30, 2026 and 2025 , respectively.

6 unchanged sentences

Executive Search is managed by geographic regional leaders.

Worldwide operations for Consulting, Professional Search & Interim and RPO are managed by their Chief Executive Officers.

Beginning in the second quarter of fiscal 2024, Digital is led by the President of Technology.

Worldwide operations for Consulting, Professional Search & Interim and RPO are managed by their Chief Executive Officers while Digital is led by the President of Technology.

The Executive Search geographic regional leaders, the Chief Executive Officers of Consulting, Professional Search & Interim and RPO and the President of Technology report directly to the Chief Executive Officer of the Company.

1 unchanged sentence

The Company's chief executive officer is the Company's chief operating decision maker ("CODM"), which evaluates performance and allocates resources based on the review of the Company’s 1) fee revenue and 2) adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”).

To the extent that such costs or charges occur, Adjusted EBITDA excludes restructuring charges, integration/acquisition costs, certain separation costs and certain non-cash charges (goodwill, intangible asset and other impairment charges).

The CODM is not provided asset information by reportable segment, because asset information is not used for purposes of evaluating segment performance or allocating resources among segments.

11 unchanged sentences

Total revenue $ 704,129 $ 364,383 $ 589,313 $ 216,517 $ 98,138 $ 28,092 $ 566,253 $ 371,816 $ — $ 2,938,641

Less significant segment expenses

Compensation and benefits (1)

10 unchanged sentences

Depreciation and amortization

Restructuring charges, net

Gain on modification of office lease

Interest expense, net

Impairment of right-to-use assets

Impairment of fixed assets

Integration/acquisition costs

Management separation charges

Income tax provision

3 unchanged sentences

(1) Includes salaries and payroll taxes, employee insurance benefits, commissions, annual performance-related bonus expense, amortization of unearned compensation, stock-based compensation awards, changes in deferred compensation and pension plan liabilities and changes in CSV of COLI contracts.

Excludes integration/acquisition costs and management separation charges as they are excluded from Adjusted EBITDA.

Excludes integration/acquisition costs as they are excluded from Adjusted EBITDA.

(2) Mainly includes premise and office expense, marketing and business development expense, bad debts, legal and other professional fees and foreign exchange gains/losses.

Excludes impairment of right-of-use assets and fixed assets and integration/acquisition costs as they are excluded from Adjusted EBITDA.

Excludes gain on modification of office lease as it is excluded from Adjusted EBITDA.

(3) Includes reimbursed expenses and other income, net.

10 unchanged sentences

Total revenue $ 674,070 $ 363,727 $ 542,068 $ 195,268 $ 87,840 $ 28,876 $ 507,246 $ 361,991 $ — $ 2,761,086

Less significant segment expenses

Compensation and benefits (1)

15 unchanged sentences

Integration/acquisition costs

Management separation charges

Income tax provision

3 unchanged sentences

Excludes integration/acquisition costs as they are excluded from Adjusted EBITDA.

Excludes integration/acquisition costs and management separation charges as they are excluded from Adjusted EBITDA.

(2) Mainly includes premise and office expense, marketing and business development expense, bad debts, legal and other professional fees and foreign exchange gains/losses.

12 unchanged sentences

Total revenue $ 706,805 $ 366,924 $ 513,545 $ 185,552 $ 86,273 $ 28,956 $ 544,453 $ 362,997 $ — $ 2,795,505

Less significant segment expenses

Compensation and benefits (1)

25 unchanged sentences

Fee revenue attributed to an individual customer or country, other than the U.S.

and United Kingdom in fiscal 2025, and the U.S.

in fiscal 2024 and 2023, did not account for more than 10% of the total fee revenue in those fiscal years.

and United Kingdom in fiscal 2026 and 2025, and in the U.S.

in fiscal 2024, did not account for more than 10% of the total fee revenue in those fiscal years.

Fee revenue classified by country in which the Company derives revenues are as follows:

29 unchanged sentences

Other than the U.S.

and United Kingdom in fiscal 2025 and 2024, and the U.S.

in fiscal 2023, no single country had over 10% of the total long-lived assets, excluding financial instruments and tax assets.

and United Kingdom in fiscal 2026, 2025, and 2024, no single country had over 10% of the total long-lived assets, excluding financial instruments and tax assets.

Long-lived assets, excluding financial instruments and tax assets, classified by location of the controlling statutory country are as follows:

8 unchanged sentences

(1) Includes Corporate long-lived assets.

Change in Reportable Segments in Fiscal 2027

Effective May 1, 2026 for the Company's fiscal year 2027, the Company realigned its organizational structure by geography into three reportable segments:

(i) The Americas, (ii) EMEA, and (iii) Asia Pacific.

The Company will report financial information for these new reporting segments in fiscal 2027.

This change in reporting is to occur beginning with periods commencing May 1, 2026.

Restructuring Charges, Net

2 unchanged sentences

During fiscal 2025, the Company made adjustments to previously recorded restructuring accruals resulting in restructuring charges of $ 1.9 million.

In fiscal 2023, in light of the Company’s evolution to an organization that is selling larger integrated solutions in a world where there are shifts in global trade lanes and persistent inflationary pressures, on January 11, 2023, the Company implemented a separate restructuring plan intended to realign its workforce with its business needs and objectives, namely, to invest in areas of potential growth and implement reductions where there is excess capacity.

Due to the implementation of the plan, the Company recorded restructuring charges of $ 42.6 million during fiscal 2023 across all segments related to severance for positions that were eliminated.

During fiscal 2026, no restructuring charges were recorded.

KORN FERRY AND SUBSIDIARIES

12 unchanged sentences

Reductions for cash payments ( 5,786 )

Non-cash payments ( 15,421 )

Exchange rate fluctuations 159

As of April 30, 2025

Restructuring charges, net 1,892

Reductions for cash payments ( 5,786 )

Non-cash payments —

Exchange rate fluctuations 159

As of April 30, 2025

As of April 30, 2025 and 2024, the restructuring liability is included in the current portion of other accrued liabilities on the consolidated balance sheets.

As of April 30, 2026, there is no restructuring liability.

As of April 30, 2025, the restructuring liability is included in the current portion of other accrued liabilities on the consolidated balance sheets.

Restructuring charges incurred by segment were as follows:

9 unchanged sentences

Professional Search & Interim — 3,778

RPO — 7,885 3,097

Corporate — 392

Consolidated $ 1,892 $ 68,558

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2025 (continued)

Goodwill and Intangible Assets

6 unchanged sentences

$ 172,994 $ 325,387 $ 46,154 $ 46,246 $ 972 $ 254,345 $ 62,278 $ 908,376

Additions (1)

— — — — — 36,857 — 36,857

Exchange rate fluctuations 202 668 ( 310 ) 388 — 2,133 518 3,599

1 unchanged sentence

173,196 326,055 45,844 46,634 972 293,335 62,796 948,832

Additions (1)

— — — — — 36,857 — 36,857

Exchange rate fluctuations 87 182 276 367 — 597 295 1,804

3 unchanged sentences

(1) Additions to goodwill in fiscal 2025 were due to $ 36.9 million from the acquisition of Trilogy International ("Trilogy").

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2026 (continued)

Tax deductible goodwill from acquisitions were as follows:

25 unchanged sentences

_______________________________

(1) In fiscal 2025, there were intangible assets additions of $ 6.0 million from the acquisition of Trilogy.

(1) In fiscal 2026, there were no intangible assets additions.

In fiscal 2025, there were intangible assets additions of $ 6.0 million from the acquisition of Trilogy.

Acquisition-related intangible assets acquired in fiscal 2025 consists of customer relationships and tradenames of $ 5.2 million and $ 0.8 million, respectively, with weighted-average useful lives from the date of purchase of five years and two years , respectively.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2025 (continued)

Amortization expense for amortized intangible assets was $ 24.4 million, $ 25.0 million and $ 25.6 million during fiscal 2026, 2025 and 2024, respectively.

4 unchanged sentences

All amortizable intangible assets will be fully amortized by the end of fiscal 2032.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2026 (continued)

The Company’s lease portfolio is comprised of operating leases for office space and equipment and finance leases for equipment.

12 unchanged sentences

Finance lease assets are included in property and equipment, net while finance lease liabilities are included in other accrued liabilities and other liabilities.

During fiscal 2025, 2024 and 2023, the Company reduced its real estate footprint and as a result recorded an impairment charge of the ROU assets of $ 2.5 million, $ 1.6 million and $ 5.5 million, respectively, in the consolidated statements of income.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2025 (continued)

During fiscal 2026, at the request of a landlord, the Company modified an office lease to shorten the lease term and in return the landlord agreed to pay the Company a fixed cash incentive.

As a result of the office lease modification, the Company recorded a $ 13.9 million gain during fiscal 2026 that was included in general and administrative expenses in the accompanying consolidated statements of income.

During fiscal 2025 and 2024, the Company reduced its real estate footprint and as a result recorded an impairment charge of the ROU assets of $ 2.5 million and $ 1.6 million, respectively, in the consolidated statements of income.

The components of lease expense were as follows:

9 unchanged sentences

Variable lease cost 10,987 10,877 13,324

Gain on modification of office lease ( 13,907 ) — —

Lease impairment cost — 2,452 1,629

1 unchanged sentence

Total lease cost $ 42,166 $ 58,816 $ 60,243

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2026 (continued)

Supplemental cash flow information related to leases was as follows:

8 unchanged sentences

Finance leases $ 3,125 $ 811 $ 906

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2025 (continued)

Supplemental balance sheet information related to leases was as follows:

14 unchanged sentences

Finance leases 5.4 % 5.7 %

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2026 (continued)

Maturities of lease liabilities are as follows:

9 unchanged sentences

Results of operations of Trilogy are included in the Company's consolidated financial statements from November 1, 2024, the effective date of the acquisition in the Professional Search & Interim segment.

On February 1, 2023, the Company completed its acquisition of Salo for $ 155.4 million, net of cash acquired and recognized goodwill of $ 116.2 million.

Salo was a leading provider of finance, accounting and HR interim talent, with a strong focus on serving organizations in healthcare, among other industries.

Actual results of operations of Salo are included in the Company's consolidated financial statements from February 1, 2023, the effective date of the acquisition in the Professional Search & Interim segment.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2025 (continued)

On August 1, 2022, the Company completed its acquisition of ICS for $ 99.3 million, net of cash acquired and recognized goodwill of $ 68.3 million.

ICS contributed interim professional placement offerings and expertise that are highly relevant for the new world of work where more workplaces are hybrid or virtual.

ICS was a highly regarded provider of senior-level IT interim professional solutions with additional expertise in the areas of compliance and legal, accounting and finance, and human resources.

Actual results of operations of ICS are included in the Company's consolidated financial statements from August 1, 2022, the effective date of the acquisition in the Professional Search & Interim segment.

Commitments and Contingencies

8 unchanged sentences

Quarterly Dividend Declaration

On June 17, 2025, the Board of Directors of the Company declared a cash dividend of $ 0.48 per share with a payment date of July 31, 2025 to holders of the Company’s common stock of record at the close of business on July 3, 2025.

The declaration and payment of future dividends under the quarterly dividend policy will be at the discretion of the Board of Directors and will depend upon many factors, including the Company’s earnings, capital requirements, financial condition, the terms of the Company’s indebtedness and other factors that the Board of Directors may deem to be relevant.

The Board of Directors may amend, revoke or suspend the dividend policy at any time and for any reason.

On June 22, 2026, the Board of Directors of the Company (the "Board") declared a cash dividend of $ 0.55 per share with a payment date of July 31, 2026 to holders of the Company’s common stock of record at the close of business on July 6, 2026.

The declaration and payment of future dividends under the quarterly dividend policy will be at the discretion of the Board and will depend upon many factors, including the Company’s earnings, capital requirements, financial condition, the terms of the Company’s indebtedness and other factors that the Board may deem to be relevant.

The Board may amend, revoke or suspend the dividend policy at any time and for any reason.

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.

What changed 10-K

Item 9A. Controls and Procedures