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Korn Ferry (NYSE: KFY) plans conditional redemption of $400M 4.625% notes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Korn Ferry issued a conditional notice to redeem its 4.625% Senior Notes due 2027. Subject to specified conditions, the company plans to redeem the entire outstanding principal of $400 million on August 18, 2026 at 100% of principal, plus accrued and unpaid interest, in cash.

The redemption is conditioned on completing one or more debt financing transactions that provide at least $400 million of aggregate gross proceeds on or before the redemption date, a condition the company may waive in its sole discretion. The company includes cautionary forward-looking statements regarding the timing and consummation of the redemption and the related financing.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Principal Amount $400 million Entire outstanding principal amount of 4.625% Senior Notes due 2027 subject to redemption
Coupon Rate 4.625% Interest rate on Korn Ferry’s Senior Notes due 2027
Redemption Price 100% of outstanding principal Cash redemption price for the notes, plus accrued and unpaid interest
Required Financing Proceeds $400 million Minimum aggregate gross proceeds from debt financing transactions required for redemption condition
Redemption Date August 18, 2026 Scheduled date for redeeming the Senior Notes, subject to conditions
conditional notice of redemption financial
"issued a conditional notice of redemption for the redemption of its 4.625% Senior Notes"
Indenture financial
"which were issued pursuant to an indenture, dated as of December 16, 2019"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Senior Notes financial
"for the redemption of its 4.625% Senior Notes due 2027"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
forward-looking statements regulatory
"includes “forward-looking statements” within the meaning of the “safe harbor” provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Private Securities Litigation Reform Act of 1995 regulatory
"within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995"

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FAQ

What debt transaction did Korn Ferry (KFY) disclose on August 6, 2026?
Korn Ferry disclosed a conditional notice of redemption for its 4.625% Senior Notes due 2027. The company plans to redeem the entire $400 million outstanding principal, plus accrued interest, in cash, subject to specified financing conditions.

What are the key terms of Korn Ferry (KFY)’s planned $400 million notes redemption?
The company plans to redeem $400 million of 4.625% Senior Notes due 2027 at 100% of principal plus accrued and unpaid interest. The proposed redemption date is August 18, 2026, and the payment will be made in cash if conditions are met.

What conditions must Korn Ferry (KFY) satisfy before redeeming its 4.625% Senior Notes?
The redemption is conditioned on Korn Ferry completing one or more debt financing transactions and receiving at least $400 million in aggregate gross proceeds on or before August 18, 2026. This condition may be waived at the company’s sole discretion.

When is Korn Ferry (KFY) targeting the redemption of its Senior Notes due 2027?
Korn Ferry set August 18, 2026 as the anticipated redemption date for its 4.625% Senior Notes due 2027. On that date, if conditions are satisfied or waived, it plans to repay $400 million of principal plus accrued and unpaid interest in cash.

How does Korn Ferry (KFY) plan to fund the redemption of its $400 million Senior Notes?
The company plans to fund the redemption through one or more debt financing transactions. It must receive at least $400 million in aggregate gross proceeds on or before the redemption date, although this financing condition can be waived by the company.

What forward-looking statement cautions did Korn Ferry (KFY) provide about the redemption?
Korn Ferry stated that comments about the consummation and timing of the redemption and satisfaction or waiver of conditions are forward-looking statements. It cited risks including whether it can complete financing transactions and obtain sufficient proceeds.
false 0000056679 0000056679 2026-08-06 2026-08-06
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2026

 

 

KORN FERRY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-14505   95-2623879

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

1900 Avenue of the Stars, Suite 1225
Los Angeles, California 90067
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (310) 552-1834

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

  

Trading
Symbol(s)

  

Name of Each Exchange

on Which Registered

Common Stock, par value $0.01 per share   KFY   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 8.01

Other Events.

On August 6, 2026, Korn Ferry, a Delaware corporation (the “Company”), issued a conditional notice of redemption (the “Notice”) for the redemption (the “Redemption”) of its 4.625% Senior Notes due 2027 (CUSIP Nos. 50067P AA7/U5007Q AA9) (the “Notes”), which were issued pursuant to an indenture, dated as of December 16, 2019 (the “Indenture”), among the Company, the guarantors party thereto, and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee.

Subject to the satisfaction or waiver of the condition described below, the Company will redeem the entire outstanding principal amount of the Notes on August 18, 2026 (the “Redemption Date”), in cash, at the redemption price equal to 100% of the outstanding principal amount of the Notes, or $400 million, together with accrued and unpaid interest up to but not including the Redemption Date. The Redemption is conditioned upon the completion of one or more debt financing transactions and the receipt of aggregate gross proceeds by the Company of at least $400 million on or before the Redemption Date, which condition may be waived by the Company in its sole discretion.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 concerning the Redemption. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “may,” “plan,” “will” or other similar expressions. Such forward-looking statements include, but are not limited to, statements relating to the consummation or timing of the Redemption or the satisfaction or waiver of the conditions related thereto. These forward-looking statements are based on management’s current expectations and assumptions and a number of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements. Such risks and uncertainties, many of which are outside of the control of the Company include, but are not limited to: the ability of the Company to complete any financing transactions to receive sufficient proceeds, if at all, and other risks and uncertainties indicated from time to time in filings with the Securities and Exchange Commission by the Company. The Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    KORN FERRY
    (Registrant)
Date: August 6, 2026    

/s/ Jonathan Kuai

    (Signature)
    Name:   Jonathan Kuai
    Title:   Chief People & Legal Officer

Source: View Original Filing on SEC EDGAR

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