[Form 4] Korn Ferry Insider Trading Activity

Rhea-AI Filing Summary

Form 4 highlights: Korn Ferry (KFY) CEO and Director Gary D. Burnison reported sales of exactly 100,000 common shares over 1–2 July 2025 at weighted-average prices between $73.60 and $74.81. After the transactions, his direct holding declined from 273,118 to 173,118 shares.

• Four separate open-market sales were executed and individually reported, complying with Section 16(a) requirements.
• No derivative security activity or 10b5-1 trading plan disclosure appears in the filing.
• The filing is signed by an attorney-in-fact on 3 July 2025.

The disclosure signals a sizable reduction—about 36%—in the CEO’s directly held stake, information that investors often monitor when assessing insider sentiment.

Positive

• None.

Negative

• CEO disposed of 100,000 shares (approx. 36% of prior direct holdings) in open-market sales.
• No 10b5-1 trading plan disclosure, suggesting discretionary timing of sales by top executive.

Insights

Portfolio Manager

TL;DR: CEO sold 100k shares (~36% of stake) at ~$74; insider selling by top executive is typically a bearish signal.

The magnitude and concentration of sales—100,000 shares over two consecutive trading days—are material for a company the size of Korn Ferry. Post-sale ownership of 173,118 shares remains significant but far smaller than the prior 273,118-share position. There is no mention of these trades being executed under a pre-arranged 10b5-1 plan, which heightens focus on discretionary timing. While insider sales can be driven by diversification or liquidity needs, market participants often interpret large CEO disposals as a potential negative indicator for near-term share performance. Given the absence of offsetting insider purchases or derivative activity, I view the filing as modestly negative for sentiment.

Corporate Governance Analyst

TL;DR: Material stake reduction by CEO without 10b5-1 disclosure raises governance and alignment questions.

From a governance perspective, sizable trades by key executives warrant scrutiny. The form reports open-market sales but does not check the Rule 10b5-1 box, implying these were discretionary transactions. Such activity may influence shareholder perceptions of management’s confidence in strategic direction. Nonetheless, the CEO still maintains a meaningful equity interest (173,118 shares), preserving some alignment. No compliance irregularities are noted; the filing is timely and complete. Overall impact leans negative because of reduced insider alignment.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BURNISON GARY D

(Last) (First) (Middle)

C/O KORN FERRY

1900 AVENUE OF THE STARS, SUITE 1225

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KORN FERRY [ KFY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	07/01/2025		S		53,173	D	$73.8644(1)	219,945	D
Common Stock, par value $0.01 per share	07/01/2025		S		9,140	D	$74.6807(2)	210,805	D
Common Stock, par value $0.01 per share	07/02/2025		S		9,629	D	$73.7429(3)	201,176	D
Common Stock, par value $0.01 per share	07/02/2025		S		28,058	D	$74.2122(4)	173,118	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $73.60 to $74.51. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

2. This transaction was executed in multiple trades at prices ranging from $74.60 to $74.81. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

3. This transaction was executed in multiple trades at prices ranging from $73.00 to $73.98. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $73.99 to $74.50. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

	/s/ Jonathan Kuai, attorney-in-fact	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Korn Ferry shares did CEO Gary Burnison sell?

He sold a total of 100,000 common shares on 1–2 July 2025.

At what prices were the KFY insider sales executed?

Weighted-average sale prices ranged from $73.60 to $74.81 per share.

What is Gary Burnison's remaining direct ownership in KFY after the sales?

His direct holding fell to 173,118 shares following the reported transactions.

Were the sales made under a Rule 10b5-1 trading plan?

The Form 4 does not indicate that the transactions were pursuant to a 10b5-1 plan.