[Form 4] Korn Ferry Insider Trading Activity

Rhea-AI Filing Summary

BTCS Inc. (NASDAQ: BTCS) filed an 8-K disclosing that on 14 July 2025 it borrowed an additional USDT 2.34 million from the AAVE decentralized-finance protocol, lifting total AAVE borrowings to USDT 17.8 million. The debt is collateralised by 16,232 ETH (≈ US$49.1 million @ US$3,025/ETH) and has no fixed maturity; repayment is enforced automatically if the AAVE health factor falls below one. At announcement, the variable borrowing rate was 5.4 %, while the staked ETH collateral earned ≈ 2 %, resulting in an estimated net funding cost of 3.4 %.

The proceeds were used to purchase an additional 2,731 ETH (US$8.24 million) that the Company has staked or intends to stake through its NodeOps validator business. Post-transaction, BTCS held 31,855 ETH with a fair value of US$96.2 million, and total cryptocurrency plus cash holdings of US$100.6 million.

BTCS’s board has authorised management to utilise leverage up to 40 % of total assets (inclusive of convertible notes) at the time of borrowing. The structure provides a high collateral cushion (~2.8×) but introduces liquidation risk if ETH prices fall or AAVE rates rise sharply. Investors should weigh the potential staking yield expansion against increased balance-sheet leverage and DeFi counter-party complexities.

Positive

• Low net funding cost: 3.4 % spreads versus potential staking yields could be earnings-accretive.
• Collateral cushion: 2.8× ETH coverage reduces immediate liquidation probability.
• Strategic asset growth: ETH holdings rise to 31,855 coins, enhancing NodeOps scale.

Negative

• Increased leverage: Total AAVE borrowings now USDT 17.8 million with no fixed maturity.
• Variable interest rate risk: Borrowing cost can rise unexpectedly under DeFi market stress.
• Liquidation exposure: ETH price drop below the health-factor threshold triggers automatic collateral sales.

Insights

Equity Research Analyst

TL;DR: Low-cost leverage raises ETH exposure to drive staking revenue, but health factor must be watched closely.

The incremental USDT 2.34 million draw brings total DeFi leverage to ~18 % of reported crypto value, comfortably below the 40 % board cap. With net funding at 3.4 % and potential staking yields in the 4-6 % range, the spread could be positive and accretive to operating cash flow. The collateral ratio (~280 %) offers a sizeable buffer, implying ETH could decline roughly 55-60 % before triggering a forced liquidation. For growth-oriented investors this move aligns with BTCS’s strategy of monetising validator economics and expanding NodeOps footprint. Near-term EPS impact is limited because interest expense will mostly offset staking rewards; however, NAV per share becomes more sensitive to ETH price swings, making the stock a leveraged play on Ethereum.

Risk Analyst

TL;DR: Variable-rate DeFi debt heightens downside volatility; liquidation risk is real if ETH corrects sharply.

The absence of a fixed term means AAVE’s smart contract can liquidate collateral automatically once the health factor slips below one, potentially crystallising losses during market stress. The interest rate floats and could spike in liquidity crunches, while staking rewards could lag. Concentration in a single asset (ETH) plus reliance on a permissionless protocol adds smart-contract and counter-party risk not present in traditional finance. Leverage at 18 % of crypto assets today could rise quickly if ETH falls, given the borrowings are denominated in a stablecoin. Overall, the risk profile has materially increased even though headline leverage remains below board limits.

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^*

MacDonald Jeanne

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2025

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	07/11/2025		A		13,590(1)	A	$0(2)	33,478	D
Common Stock, par value $0.01 per share	07/11/2025		A		4,820(3)	A	$0(2)	38,298	D
Common Stock, par value $0.01 per share	07/11/2025		F		2,448(4)	D	$73.57	35,850	D
Common Stock, par value $0.01 per share	07/11/2025		F		1,969(5)	D	$73.57	33,881	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. Represents restricted stock that vests in four equal annual installments commencing on July 11, 2026.

2. Granted as compensation for services.

3. Acquired upon the settlement of Relative TSR performance units granted on July 11, 2022 under the Korn Ferry Fourth Amended and Restated 2008 Stock Incentive Plan as a result of the satisfaction of the performance criteria underlying the award.

4. Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the settlement, on July 11, 2025, of 4,820 Relative TSR performance units described in footnote (3) above.

5. Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 11, 2025, of 3,875 shares of restricted stock held by the Reporting Person.

	/s/ Jonathan Kuai, attorney-in-fact	07/14/2025
	** 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 much did BTCS (BTCS) borrow from AAVE on 14 July 2025?

The Company borrowed USDT 2.34 million, taking total AAVE borrowings to USDT 17.8 million.

What collateral secures BTCS’s AAVE loan and what is its value?

BTCS pledged 16,232 ETH worth approximately US$49.1 million based on a US$3,025 ETH price.

What is the current interest rate on BTCS’s AAVE borrowing?

The variable rate was about 5.4 % per annum at the time of the additional draw.

How many ETH does BTCS now hold and what is the aggregate value?

The Company holds 31,855 ETH valued at roughly US$96.2 million.

What leverage limit has BTCS’s board approved?

Management may borrow up to 40 % of total assets (including convertible notes) at the time of borrowing.

Why is the AAVE loan potentially risky for BTCS shareholders?

A sharp ETH price decline or spike in AAVE rates could drop the health factor below 1, triggering automatic liquidation of the Company’s collateral.