£850m AMS takeover to expand Korn Ferry (NYSE: KFY) talent platform

Rhea-AI Filing Summary

Korn Ferry has signed a definitive agreement to acquire UK-headquartered AMS for an aggregate purchase price of approximately £850 million (about $1.1 billion). The consideration includes roughly £659 million ($881 million) in cash and £191 million ($255 million) in Korn Ferry common stock, with about 3.6 million shares to be issued subject to a 15% price collar.

AMS currently generates about $650 million of annual Fee Revenue and $100 million of Adjusted EBITDA, and Korn Ferry estimates run-rate Adjusted EBITDA contribution of about $140 million within a year after closing, assuming no adverse economic change. The company plans to fund approximately $300 million of the cash portion from cash on hand and about $581 million from its existing revolver.

The deal is subject to regulatory approvals in the U.S., UK and Germany, and Korn Ferry expects closing in its second fiscal quarter of FY’27. Management expects the transaction to be immediately accretive to earnings per share in the first full year after adjusting for restructuring, integration and transaction costs, supported by more than $1.5 billion of estimated fees remaining under AMS’s long-term contracts.

Positive

• Accretive earnings profile: Management projects AMS will contribute about $140 million of run-rate Adjusted EBITDA within a year of closing and expects the acquisition to be immediately accretive to earnings per share in the first full year after adjusting for restructuring, integration and transaction costs.
• Scale and revenue visibility: AMS currently generates roughly $650 million of Fee Revenue and $100 million of Adjusted EBITDA, and brings more than $1.5 billion of estimated fees remaining under long-term contracts, enhancing scale and contracted revenue for Korn Ferry.

Negative

• Higher leverage and funding risk: Korn Ferry plans to fund about $581 million of the cash consideration through borrowings under its existing revolver, increasing debt and exposing results to financing costs.
• Regulatory and integration uncertainties: Closing depends on antitrust and regulatory approvals in the U.S., UK and Germany, and the agreement can terminate if conditions are not satisfied within 180 days; successful realization of expected benefits also relies on effective integration and client and employee retention.

Insights

M&A and capital structure analyst

Large, debt‑assisted acquisition with EPS accretion targets and integration risk.

Korn Ferry is committing about £850 million (around $1.1 billion) to buy AMS, paid via roughly $881 million in cash and $255 million in stock. On a current basis, AMS adds about $650 million in Fee Revenue and $100 million in Adjusted EBITDA, with management targeting $140 million of run-rate Adjusted EBITDA within a year of closing.

To fund the deal, Korn Ferry plans to use about $300 million of cash on hand and approximately $581 million from its existing revolver, increasing leverage but anchoring it to contracted earnings. AMS’s long-term contracts are expected to add more than $1.5 billion of estimated fees, which provides visibility but still depends on client retention and service performance.

The transaction is expected to be immediately accretive to EPS in the first full year after adjusting for restructuring, integration and transaction costs, implying management confidence in synergy realization. However, closing is subject to antitrust and other regulatory clearances in the U.S., UK and Germany, and the agreement can terminate if conditions are not met by the 180th day after signing. Subsequent company filings may detail actual integration progress, realized cost structures and any updates to these earnings expectations following the planned closing in Korn Ferry’s second fiscal quarter of FY’27.

8-K Event Classification

4 items: 1.01, 3.02, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Total purchase price: £850 million (about $1.1 billion) Cash consideration: £659 million (about $881 million) Stock consideration: £191 million (about $255 million) +5 more

8 metrics

Total purchase price £850 million (about $1.1 billion) Aggregate consideration for AMS acquisition

Cash consideration £659 million (about $881 million) Cash portion of AMS purchase price

Stock consideration £191 million (about $255 million) Value of Korn Ferry shares issued as consideration

Shares to be issued Approximately 3.6 million shares Korn Ferry common stock issued, subject to 15% collar

Debt financing Approximately $581 million Borrowings under existing revolver to fund cash portion

AMS Fee Revenue Approximately $650 million Current annual run-rate Fee Revenue of AMS

AMS Adjusted EBITDA current Approximately $100 million Current annual run-rate Adjusted EBITDA of AMS

Projected Adjusted EBITDA contribution Approximately $140 million Run-rate within a year following closing, if environment stable

Key Terms

locked box, R&W Insurance Policy, Hart-Scott-Rodino Antitrust Improvements Act of 1976, automatic shelf registration statement, +2 more

6 terms

locked box financial

"The Purchase Agreement employs a “locked box” mechanism in which the enterprise value of AMS has been fixed as of December 31, 2025."

A locked box is a deal mechanism used in acquisitions where the buyer and seller agree a fixed purchase price based on a past balance sheet date, and the seller guarantees that no value has been removed from the business since then. Think of it as buying a sealed piggy bank whose contents are frozen — it gives buyers certainty about price and cash in the business and shifts the risk of any value taken out before closing onto the seller, which matters to investors because it reduces post‑deal surprises and simplifies valuation.

R&W Insurance Policy financial

"the Company has bound a customary buyer-side warranty and indemnity insurance policy (the “R&W Insurance Policy”)"

Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory

"including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended"

automatic shelf registration statement regulatory

"the Company has also agreed to file with the Securities and Exchange Commission an automatic shelf registration statement on Form S-3"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

Recruitment Process Outsourcing (RPO) financial

"AMS’s highly regarded expertise in Recruitment Process Outsourcing (RPO), Early Careers and Campus Recruiting, Contingent Workforce Solutions"

Recruitment process outsourcing (RPO) is when a company hires an outside firm to manage part or all of its hiring tasks, from finding candidates to onboarding new employees. For investors, RPO matters because it can lower hiring costs, speed up getting talent, and scale recruiting up or down quickly — similar to hiring a specialized contractor to run a company’s hiring assembly line, which affects operating expenses and the business’s ability to grow.

Adjusted EBITDA financial

"AMS is generating approximately $650 million of Fee Revenue and $100 million of Adjusted EBITDA."

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

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Understanding 8-K Material Events →

Available on EDGAR 06/29/2026 - 06:10 AM Accepted by SEC EDGAR 06/29/2026 - 06:10 AM Learn about SEC filing dates

false 0000056679 0000056679 2026-06-27 2026-06-27

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): June 27, 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 1.01 Entry into a Material Definitive Agreement.

On June 27, 2026, Korn Ferry, a Delaware corporation (the “Company”), entered into a Sale and Purchase Agreement (the “Purchase Agreement”) with Auxey Holdings (Lux) S.A.S., a company incorporated in the Grand Duchy of Luxembourg (the “Majority Seller”), OMERS Administration Corporation, a corporation continued pursuant to the Ontario Municipal Employees Retirement System Act, 2006 (“OAC Seller”), AMS Cayco Ltd., a company incorporated in the Cayman Islands (the “Minority Seller”), and certain other parties (together with the Majority Seller, OAC Seller and the Minority Seller, the “Sellers”), providing for, among other things, the acquisition by the Company (the “Acquisition”) of all of the issued and outstanding shares of Auxey Holdco Limited, a company incorporated in Jersey (“AMS”), on the terms and subject to the conditions set forth therein.

Pursuant to the Purchase Agreement, the Company will pay at the closing of the Acquisition (the “Closing”) an aggregate purchase price of approximately £850 million (approximately $1.1 billion), consisting of (i) approximately £659 million (approximately $881 million) in cash; and (ii) approximately £191 million (approximately $255 million) of shares of the Company’s common stock, par value $0.01 per share (the “Consideration Shares”). The USD converted consideration is based on a 1.3376 USD:GBP exchange rate, representing the most recent 20-day average rate available ending two days before signing of the Purchase Agreement. The Purchase Agreement employs a “locked box” mechanism in which the enterprise value of AMS has been fixed as of December 31, 2025 (the “Locked Box Date”). The Company and the Sellers have agreed to customary protections against leakage of value from AMS between the Locked Box Date and the date of the Closing (the “Closing Date”), subject to customary exceptions for permitted leakage.

The number of Consideration Shares to be issued at the Closing is calculated using a “Completion Stock Price” that will be equal to the volume-weighted average closing sale price of the Company’s common stock on the New York Stock Exchange (the “Common Stock VWAP”) for the 20 consecutive trading days ending on the last full trading day immediately prior to the delivery of a completion schedule delivered five business days prior to the Closing Date. The Completion Stock Price is subject to a collar such that it cannot exceed 115%, or be less than 85%, of $71.3815, which is the Common Stock VWAP for the 20 consecutive trading days ending on the last full trading day immediately prior to the date of the Purchase Agreement.

The Company and the Sellers have made customary representations and warranties in the Purchase Agreement and in a Management Warranty Deed relating to AMS, dated as of June 27, 2026 (the “Management Warranty Deed”). In connection with the signing of the Purchase Agreement and the Management Warranty Deed, the Company has bound a customary buyer-side warranty and indemnity insurance policy (the “R&W Insurance Policy”), with coverage thereunder extending for three years post-Closing (seven years for certain fundamental and tax representations and warranties) and serving as the Company’s primary recourse with respect to damages resulting from breaches of representations and warranties of the Sellers. Coverage under the R&W Insurance Policy is subject to a policy limit of £85 million (approximately $110 million), customary deductibles and certain exclusions.

The Company and the Sellers have agreed to customary covenants regarding the operation of AMS’s business prior to the Closing. The Company has also agreed to file with the Securities and Exchange Commission an automatic shelf registration statement (as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) on Form S-3 no later than the fifth business day after the Closing Date to register the resale of the Consideration Shares.

Each party’s obligation to consummate the Acquisition is subject to the receipt of certain regulatory approvals, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain regulatory and antitrust approvals in the United Kingdom and Germany (the “Regulatory Conditions”). The Purchase Agreement may be terminated if the Regulatory Conditions have not been satisfied on or before the 180th day following the date of the Purchase Agreement. The Company anticipates the Closing to occur during the Company’s fiscal quarter ending October 30, 2026.

The foregoing descriptions of the Purchase Agreement and the Management Warranty Deed do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and the Management Warranty Deed, which are filed as Exhibits 2.1 and 2.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in “Item 1.01—Entry into a Material Definitive Agreement” is incorporated herein by reference. The offer and issuance of the Consideration Shares is exempt from registration under the Securities Act, pursuant to Section 4(a)(2) of the Securities Act.

Item 7.01 Regulation FD Disclosure.

On June 29, 2026, in connection with the entry into the Purchase Agreement, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

For purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the information in this Item 7.01 and Exhibit 99.1 hereto are furnished to, but not filed with, the SEC, and shall not be deemed incorporated by reference in any Company filing under the Securities Act or the or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward Looking Statements

This Current Report on Form 8-K and Exhibit 99.1 attached hereto include “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 concerning the Acquisition. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “estimate,” “may,” “plan,” “outlook,” “project,” “will” or other similar expressions. Such forward-looking statements include, but are not limited to, statements relating to the USD converted purchase price, the number of shares of Company stock to be issued in the Acquisition, the timing of the consummation of the Acquisition, the expected benefits of the Acquisition, including the global leadership position of the combined company, the combined company’s expanded capabilities, transaction synergies, future financial and operating results, and the combined company’s plans, objectives and expectations. 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: (1) the occurrence of any event or change that could give rise to the termination of the Purchase Agreement; (2) the inability to timely complete or complete at all the Acquisition; (3) delays in obtaining or the inability to obtain, necessary regulatory approvals; (4) the risk that the Acquisition disrupts current plans and operations of the Company and/or AMS; (5) the ability to successfully integrate the operations and employees of AMS into the Company; (6) the ability to recognize the anticipated benefits of the Acquisition which may be affected by, among other things, the ability of the Company and AMS (prior to the closing) and the combined company (following the closing) to maintain relationships with clients and suppliers and retain key employees; (7) currency exchange rates; (8) fluctuations in the Company’s stock price; (9) costs related to the Acquisition; (10) the outcome of any legal proceedings that may be instituted against the Company or AMS or their respective affiliates following announcement of the Acquisition; (11) the possibility that the Company or AMS may be adversely affected by economic, business, and/or competitive factors; and (12) 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.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 2.1		Sale and Purchase Agreement, dated as of June 27, 2026, by and between, Auxey Holdings (Lux) S.A.S., Omers Administration Corporation, AMS Cayco Ltd., the management share sellers identified in Part 2 of Schedule 1 thereto, the management beneficial interest sellers identified in Part 3 of Schedule 1 thereto, Octario Limited, acting in its capacity as trustee of the Auxey Equity Plan Employee Trust and nominee on behalf of the management beneficial interest sellers, and Korn Ferry.*
Exhibit 2.2		Management Warranty Deed, dated as of June 27, 2026, by and between the persons set out in Schedule 1 thereto and Korn Ferry.
Exhibit 99.1		Press Release, dated June 29, 2026.
Exhibit 104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

* Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.

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: June 29, 2026				/s/ Jonathan Kuai
				(Signature)
				Name:		Jonathan Kuai
				Title:		Chief People & Legal Officer

Exhibit 99.1

Korn Ferry Announces Definitive Agreement to Acquire AMS

Combination Will Create a Global Leader in Talent and Organizational Consulting

LOS ANGELES, June 29, 2026 — Korn Ferry (NYSE: KFY), a global organizational consulting firm, today announced that it has entered into a definitive agreement with OMERS Private Equity to acquire UK-headquartered AMS, which will create a global leader in talent and organizational consulting.

The combination will bring together two highly complementary organizations across geographies and industries with a shared commitment to drive business performance. Following completion, the collective firm will have more than 16,000 colleagues placing a professional in a job approximately every 90 seconds.

“By bringing AMS into the Korn Ferry family, we are expanding our ability to help clients solve their most critical organizational challenges,” said Gary D. Burnison, CEO, Korn Ferry. “Despite all of the technological innovations of yesterday, today and tomorrow, the real driver of organizational success is people. And with our AMS colleagues we will be stronger together than apart. Over almost 20 years I have watched AMS grow and evolve, with deep admiration and respect. I am convinced that the culture and values of both companies are completely aligned. And it all starts with people. This is indeed a significant milestone for Korn Ferry and I am excited about the future that we will shape together.”

The transaction will combine Korn Ferry’s expertise across Search, Talent & Organizational Solutions, and Workforce Solutions with AMS’s highly regarded expertise in Recruitment Process Outsourcing (RPO), Early Careers and Campus Recruiting, Contingent Workforce Solutions, Consulting, and Skills Creation.

“At AMS we connect organizations with the people who advance their vision and deliver their purpose—powering industries, achieving results and shaping futures,” said Rosaleen Blair, Founder and Chair of AMS. “In Korn Ferry we have a like-minded partner that shares the same beliefs and embraces the same values.” Following the consummation of the transaction, Rosaleen Blair will continue in a Chair role.

“Combining AMS with Korn Ferry will create new opportunities for our clients, our teams, and accelerate our ability to shape the future of work,” said Gordon Stuart, CEO of AMS.

“AMS has made incredible progress over the course of our ownership,” said Michael Block, Head of Private Capital, OMERS. “We have supported the company as it has expanded its capabilities, strengthened its client relationships and focused on the people and organizations it serves. Korn Ferry is a strong strategic fit for AMS as it enters its next chapter.”

Founded by Rosaleen Blair in 1996, AMS serves many of the world’s leading organizations across financial services, technology, healthcare, life sciences, consumer, industrial, and public sector markets. Its operations span more than 120 countries, including a well-established presence throughout Europe and Asia.

Drawing on the totality and strength of both firms—and leveraging combined expertise and relationships across geographies, the combined company will create more sustainable opportunities at scale.

Terms of the Acquisition Agreement

Under the terms of the acquisition agreement, Korn Ferry has agreed to acquire AMS for an aggregate purchase price of approximately £850 million (approximately $1.1 billion), consisting of (i) approximately £659 million (approximately $881 million) in cash and (ii) approximately £191 million (approximately $255 million) in Korn Ferry common stock. ¹

Korn Ferry expects to fund the cash portion of the transaction consideration with approximately $300 million of cash on hand and the remaining approximately $581 million of cash consideration with borrowings under Korn Ferry’s existing revolver. Additionally, Korn Ferry will issue approximately 3.6 million shares², subject to a 15% collar at the closing.

On a current annual run-rate basis, AMS is generating approximately $650 million of Fee Revenue and $100 million of Adjusted EBITDA.³ Assuming no adverse change in the economic environment, Korn Ferry estimates that the run-rate Adjusted EBITDA³ contribution within a year following the closing of the acquisition will be approximately $140 million.

The consummation of the transaction is subject to receipt of regulatory clearances and is expected to close in Korn Ferry’s 2^nd fiscal quarter of FY’27. The transaction is expected to be immediately accretive to earnings per share in the first full year after adjusting for restructuring and integration and transaction costs.

AMS’s long-term contracts will add more than $1.5 billion in estimated fees remaining under existing contracts, providing greater revenue visibility and enhancing the Company’s ability to provide scalable, data-driven talent strategies across geographies and industries.

Additional details regarding the transaction will be discussed during a conference call with investors on Monday, June 29 at 8:30 a.m. EDT. The call will be webcast and available online at www.kornferry.com under Investor Relations, News & Events.

About Korn Ferry

Korn Ferry is a global consulting firm that powers performance. We unlock the potential in your people and unleash transformation across your business—synchronizing strategy, operations, and talent to accelerate performance, fuel growth, and inspire a legacy of change. That’s why the world’s most forward-thinking companies across every major industry turn to us—for a shared commitment to lasting impact and the bold ambition to Be More Than.

As the Official Talent & Organizational Consulting Partner of LA28, Korn Ferry is powering the nearly 5,000 people who power the Olympic Games—bringing in the right talent, building strong leaders, and shaping the structure and culture that will deliver an unforgettable experience for the world.

¹  Using a 1.3376 USD:GBP exchange rate representing the most recent 20-day average rate available ending two days before signing of the definitive agreement.

²  Using the 20-day volume weighted average price the day before the signing of $ 71.3815.

³  This press release and statements we make regarding the transaction include non-GAAP and/or non-IFRS financial measures. The reconciliation is not available without unreasonable effort.

About AMS

We are people experts.

Our 8,000 colleagues power talent acquisition and consulting strategies that deliver results for leading organizations across 120 countries.

We partner with our clients to help re-define a new era of talent, driven by people, process, data and technology, enabling them to attract and retain the talent they need to achieve their vision.

Our core areas of service include: Recruitment Process Outsourcing (RPO), Early Careers and Campus Recruiting, Contingent Workforce Solutions, Consulting and Skills Creation, which are amplified by digital capability and strategic technology partnerships.

We call this...People powered partnership.

Korn Ferry Contacts

Media: Dan Gugler (310) 226-2645

dan.gugler@kornferry.com

Investor Relations: Tiffany Louder (214) 310-8407

tiffany.louder@kornferry.com

Forward-Looking Statements

Statements in this press release and our conference call include “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 concerning the transaction. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “estimate,” “may,” “plan,” “outlook,” “project,” “will” or other similar expressions. Such forward-looking statements include, but are not limited to, statements relating to the USD converted purchase price, the number of shares of Korn Ferry stock to be issued in the transaction, the timing of the transaction, the expected benefits of the transaction, including the global leadership position of the combined company, the combined company’s expanded capabilities, transaction synergies, future financial and operating results, and the combined company’s plans, objectives and expectations. 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 Korn Ferry, include, but are not limited to: (1) the occurrence of any event or change that could give rise to the termination of the acquisition agreement; (2) the inability to timely complete or complete at all the transaction; (3) delays in obtaining or the inability to obtain, necessary regulatory approvals; (4) the risk that the transaction disrupts current plans and operations of Korn Ferry and/or AMS; (5) the ability to successfully integrate the operations and employees of AMS into Korn Ferry; (6) the ability to recognize the anticipated benefits of the transaction which may be affected by, among other things, the ability of Korn Ferry and AMS (prior to the closing) and the combined company (following the closing) to maintain relationships with clients and suppliers and retain key employees; (7) currency exchange rates; (8) fluctuations in Korn Ferry’s stock price; (9) costs related to the transaction; (10) the outcome of any legal proceedings that may be instituted against Korn Ferry or AMS or their respective affiliates following announcement of the transaction; (11) the possibility that Korn Ferry or AMS may be adversely affected by economic, business, and/or competitive factors; and (12) other risks and uncertainties indicated from time to time in filings with the SEC by Korn Ferry. Korn Ferry undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities.

FAQ

What company is Korn Ferry (KFY) acquiring and for how much?

Korn Ferry has agreed to acquire UK-headquartered AMS for an aggregate purchase price of approximately £850 million, or about $1.1 billion. The consideration combines cash and Korn Ferry common stock, reflecting a significant strategic expansion in talent and organizational consulting.

How is the AMS acquisition by Korn Ferry (KFY) structured between cash and stock?

The transaction totals about £850 million, including roughly £659 million (about $881 million) in cash and £191 million (about $255 million) in Korn Ferry common stock. Korn Ferry expects to issue approximately 3.6 million shares, subject to a 15% price collar at closing.

How will Korn Ferry (KFY) finance the cash portion of the AMS acquisition?

Korn Ferry plans to fund around $300 million of the cash consideration with cash on hand and approximately $581 million through borrowings under its existing revolver. This mix uses available liquidity while increasing leverage tied to AMS’s expected earnings contribution.

What are AMS’s current financial contributions cited in the Korn Ferry (KFY) deal?

On a current annual run-rate basis, AMS is generating about $650 million of Fee Revenue and $100 million of Adjusted EBITDA. Korn Ferry estimates this Adjusted EBITDA contribution could reach around $140 million within a year after closing, assuming no adverse economic changes.

When is the Korn Ferry (KFY) acquisition of AMS expected to close?

The transaction is expected to close in Korn Ferry’s second fiscal quarter of FY’27, subject to regulatory clearances. Conditions include antitrust approvals in the United States, United Kingdom and Germany, and the agreement may terminate if these are not satisfied within 180 days of signing.

Is the AMS acquisition expected to be accretive to Korn Ferry (KFY) earnings?

Yes. Korn Ferry states that the acquisition is expected to be immediately accretive to earnings per share in the first full year after closing, after adjusting for restructuring, integration and transaction costs. This expectation is supported by AMS’s EBITDA profile and its long-term contracted fee base.

What revenue visibility does AMS add to Korn Ferry (KFY)?

AMS brings long-term contracts with more than $1.5 billion in estimated fees remaining. These contracts enhance Korn Ferry’s revenue visibility by providing a sizable base of contracted work across multiple geographies and sectors, complementing its existing consulting and workforce solutions businesses.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 17.0 KB

Other Documents

• EX-2.1 EX-2.1 640.6 KB
• EX-2.2 EX-2.2 435.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB