[8-K] Korn Ferry Reports Material Event

Rhea-AI Filing Summary

AeroVironment, Inc. (NASDAQ: AVAV) has priced an upsized capital raise composed of 3,528,226 new common shares at $248.00 each and $650 million of 0% convertible senior notes due 2030.

The two tranches are expected to generate approximately $1.47 billion in net proceeds. Management plans to use about $965.3 million to repay its term loan and revolving credit facility, with the balance directed to general corporate purposes, notably capacity expansion.

The zero-coupon notes convert at 3.1017 shares per $1,000 principal amount, implying a conversion price of $322.40—roughly a 30% premium to the equity offer price. Conversions may be settled in cash, stock, or a mix, at the company’s discretion.

Underwriters hold 30-day overallotment options for up to 529,234 extra shares and an additional $97.5 million of notes. Both deals are slated to close on 3 July 2025, independent of one another. J.P. Morgan and BofA Securities head an expanded syndicate of 11 banks.

The transaction should reduce interest expense and extend the debt maturity profile, but it immediately increases the share count and introduces potential future dilution from note conversion.

Insights

Capital Markets Analyst

Upsized equity and 0% converts cut leverage but add dilution; net effect neutral-to-mildly positive.

Deleverage: Replacing term loan and revolver borrowings with zero-coupon paper lowers cash interest outflow and lengthens maturity to 2030.
Dilution: 3.5 million new shares (~8% of FY-25 share count*) plus potential conversion at 30% premium weigh on EPS, though premium limits near-term overhang.
Flexibility: Cash/stock settlement option lets management manage dilution versus liquidity at conversion.
Valuation signal: Pricing the common stock at $248—near recent highs—suggests confidence and receptive market demand.
Overall, balance-sheet improvement largely offsets dilution, resulting in a neutral impact. (*approximation based on public share data not provided in filing.)

Defense Industry Equity Analyst

Capital raise funds growth amid strong defense demand, but shareholder dilution keeps outlook balanced.

Management earmarks residual proceeds for manufacturing expansion, supporting backlog execution as geopolitical spending rises. Eliminating variable-rate debt mitigates interest-rate risk, useful in a rising-rate environment. However, immediate issuance plus latent convert dilution caps per-share upside. Investors will scrutinize speed of capacity ramp and revenue conversion to judge accretiveness of the raise. Net impact viewed as strategically sensible but not transformative.

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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): July 1, 2025

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 1.01 Entry into a Material Definitive Agreement.

On July 1, 2025 (the “Effective Date”), Korn Ferry (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 million five-year senior secured revolving credit facility (the “Facility”). The 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 of up to $600 million plus an unlimited amount subject to a secured net leverage ratio of 3.25 to 1.00. 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.

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.

The covenants of the Credit Agreement include customary 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 Credit Agreement contains certain financial covenants that require the Company to maintain a secured net leverage ratio not greater than 3.75 to 1.00.

The Credit Agreement includes customary events of default, and customary rights and remedies upon the occurrence of any event of default thereunder, including rights to accelerate the loans, terminate the commitments thereunder and realize upon the collateral securing the obligations under the Credit Agreement.

In connection with its entry into the Credit Agreement, the Company also repaid all outstanding obligations under its then-existing credit agreement, dated December 16, 2019 (as amended, supplemented, restated or otherwise modified from time to time prior to the Effective Date), among the Company, the lenders party thereto and Bank of America, N.A. as administrative agent (“Prior Credit Agreement”), and paid expenses and fees in connection therewith.

The financial institutions that are party to the Credit Agreement, and their respective affiliates, are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage, and other financial and non-financial activities and services. Certain of these financial institutions and their respective affiliates were party to the Company’s Prior Credit Agreement, and/or have provided, and may in the future provide, a variety of these services to the Company and to persons and entities with relationships with the Company, for which they received or will receive customary fees and expenses.

A copy of the Credit Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the Credit Agreement.

Item 1.02 Termination of a Material Definitive Agreement.

The disclosure required by this Item 1.02 regarding the termination of the Prior Credit Agreement is included in Item 1.01 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under “Item 1.01—Entry into a Material Definitive Agreement” is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1		Credit Agreement, dated July 1, 2025, by and among Korn Ferry, Wells Fargo Bank, National Association as administrative agent, and other lender parties thereto.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

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: July 1, 2025				/s/ Robert P. Rozek
				(Signature)
				Name:		Robert P. Rozek
				Title:		Executive Vice President, Chief Financial Officer and Chief Corporate Officer