[Form 4] Korn Ferry Insider Trading Activity

Rhea-AI Filing Summary

Jeanne MacDonald, an officer and director of Korn Ferry (KFY), reported a transaction dated 09/05/2025 in which 506 shares of Korn Ferry common stock were disposed of at $73.23 per share. The filing states this sale represents a reduction in shares to satisfy the issuer's tax withholding obligations arising from the vesting on that date of 995 restricted shares held by the reporting person. After the transaction, the reporting person beneficially owned 33,375 shares directly. The Form 4 was signed by an attorney-in-fact, Jonathan Kuai, on 09/08/2025.

Positive

• Compliance with reporting rules: Form 4 filed and signed, showing timely disclosure of insider activity
• Transaction explained: Filing specifies the sale was to satisfy tax withholding from restricted stock vesting

Negative

• Reduction in direct holdings: 506 shares were disposed of, lowering the reporting person's direct position

Insights

Financial Analyst

TL;DR: Routine insider share reduction to satisfy tax withholding; transaction size is small relative to typical market-moving events.

The reported disposal of 506 shares at $73.23 per share is described explicitly as a tax-withholding action tied to the vesting of 995 restricted shares. This is a common, non-discretionary event that reflects compensation mechanics rather than a voluntary open-market sale for cash needs. The remaining direct beneficial ownership of 33,375 shares provides context that the reporting person retains a meaningful stake in absolute terms, though no percentage of outstanding shares is disclosed in the filing.

Corporate Governance Expert

TL;DR: Filing shows compliance with Section 16 disclosure; transaction indicates standard equity compensation settlement.

The Form 4 clearly states the nature of the disposal as satisfying tax withholding obligations for restricted stock vesting. The timely disclosure (form filed by one reporting person and signed by an attorney-in-fact) demonstrates adherence to insider reporting requirements. There are no indications of policy breaches, unusual trading codes, or coordinated group activity in the document.

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
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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)
09/05/2025

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	09/05/2025		F		506(1)	D	$73.23	33,375	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 a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on September 5, 2025, of 995 shares of restricted stock held by the Reporting Person.

	/s/ Jonathan Kuai, attorney-in-fact	09/08/2025
	** 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

What did Jeanne MacDonald report on the Korn Ferry (KFY) Form 4?

The filing reports the disposal of 506 shares of Korn Ferry common stock on 09/05/2025 at $73.23 per share.

Why were the 506 shares sold according to the Form 4?

The filing states the shares were reduced to satisfy tax withholding obligations related to the vesting of 995 restricted shares.

How many Korn Ferry shares does the reporting person own after the transaction?

Following the reported transaction the reporting person beneficially owned 33,375 shares directly.

Who signed the Form 4 for Jeanne MacDonald?

The Form 4 was signed by Jonathan Kuai, attorney-in-fact, on 09/08/2025.

Does the Form 4 indicate this was an open-market sale for personal reasons?

No. The Form 4 explicitly states the disposal was to satisfy tax withholding for vested restricted stock, not a discretionary open-market sale.