[144] Korn Ferry SEC Filing

Rhea-AI Filing Summary

Form 144 Filing Overview – Korn Ferry (KFY)

An unidentified Korn Ferry insider has filed a Form 144 indicating intent to sell 40,000 shares of common stock through Merrill Lynch. The proposed sale, scheduled for 24 Jun 2025, carries an aggregate market value of $2,981,600, implying a reference price of roughly $74.54 per share.

The company reports 51,645,879 shares outstanding, so the contemplated disposition equals approximately 0.08 % of the float, a relatively immaterial percentage in terms of dilution or voting power.

Acquisition history supplied in the filing shows the shares stem from a long-running mix of Restricted Stock Awards and Employee Stock Purchase Plan purchases dating from 2017-2023, with no sales reported in the past three months. The filer certifies that no undisclosed material adverse information is known and affirms Rule 10b5-1 compliance if applicable.

While the dollar amount is noteworthy (~$3 million), the size versus outstanding shares suggests limited direct impact on KFY’s capital structure or daily trading volume. However, investors often monitor insider intent to gauge sentiment; the filing therefore merits attention, though context such as the insider’s residual holdings and broader selling trend is not provided here.

Positive

• None.

Negative

• Insider selling 40,000 shares valued at $2.98 million could be interpreted as a mild negative sentiment signal, though the stake is small at 0.08 % of shares outstanding.

Insights

Securities Analyst

TL;DR: Insider plans to sell 40k KFY shares (~$3M); small at 0.08 % of float, signaling mild but not material sentiment shift.

Materiality: At under one-tenth of one percent of shares outstanding, this sale should not create supply-demand imbalances or meaningfully affect EPS. The modest size relative to daily volume (not disclosed here) limits price pressure risk.

Sentiment: Insider liquidity events can hint at valuation views; however, the sequential awards from compensation plans suggest routine diversification rather than strategic exit.

Liquidity & Float: The NYSE listing and broker Merrill Lynch provide ample distribution capacity. No lock-up or restricted legend issues are apparent because shares were previously vested.

Conclusion: Overall impact is neutral-to-slightly-negative; investors may note the sale but should weigh it against broader ownership trends and forthcoming earnings.

Corporate Governance Expert

TL;DR: Routine diversification; no red flags on governance or undisclosed information per filer representation.

The filing reiterates the Rule 144 attestation that the seller possesses no non-public adverse information, aligning with governance best practice. Absence of recent insider sales bolsters the argument that the transaction is periodic.

Because the sale volume is immaterial and tied to long-term equity compensation, it poses minimal governance risk. The presence of a reputable broker and adherence to SEC timelines further mitigate concerns.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Merrill Lynch 2049 Century Park East Ste 1200 Los Angeles CA 90067	40000	2981600.00	51645879	06/24/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/09/2023	Restricted Stock Award	Korn Ferry			944	07/09/2023	Compensation
Common	07/08/2023	Restricted Stock Award	Korn Ferry			12171	07/08/2023	Compensation
Common	06/30/2023	Employee Stock Purchase Plan	Korn Ferry			269	06/30/2023	Cash
Common	12/30/2022	Employee Stock Purchase Plan	Korn Ferry			126	12/30/2022	Cash
Common	07/12/2020	Restricted Stock Award	Korn Ferry			14319	07/12/2020	Compensation
Common	07/08/2020	Restricted Stock Award	Korn Ferry			2229	07/08/2020	Compensation
Common	12/31/2019	Employee Stock Purchase Plan	Korn Ferry			256	12/31/2019	Cash
Common	07/08/2019	Restricted Stock Award	Korn Ferry			5804	07/08/2019	Compensation
Common	06/28/2019	Employee Stock Purchase Plan	Korn Ferry			352	06/28/2019	Cash
Common	12/31/2018	Employee Stock Purchase Plan	Korn Ferry			246	12/31/2018	Cash
Common	12/29/2017	Employee Stock Purchase Plan	Korn Ferry			263	12/29/2017	Cash
Common	07/08/2017	Restricted Stock Award	Korn Ferry			3021	07/08/2017	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Korn Ferry (KFY) shares are proposed for sale in this Form 144?

40,000 common shares are slated for sale.

What is the aggregate market value of the planned sale?

The filing lists an aggregate market value of $2,981,600.

What percentage of Korn Ferry’s outstanding shares does 40,000 represent?

Approximately 0.08 % of the 51,645,879 shares outstanding.

When is the approximate sale date for the KFY shares?

The insider intends to sell on or about 24 Jun 2025.

Which broker will handle the transaction?

The shares are to be sold through Merrill Lynch, Los Angeles, CA.

Were any KFY shares sold by this insider in the past three months?

The filing states "Nothing to Report" for sales in the prior three-month period.