Korn Ferry CEO Distefano Reports Routine Tax Withholding on RSUs

Rhea-AI Filing Summary

Korn Ferry (KFY) – Form 4 insider filing

On 9 July 2025, Michael Distefano, Chief Executive Officer of Professional Search & Interim at Korn Ferry, reported an automatic share-withholding transaction related to the vesting of restricted stock. The company retained 369 common shares at $74.89 per share (≈ $27.6 thousand) to cover tax obligations (Transaction Code F). This is not an open-market sale and involves no derivatives.

After the withholding, the executive still beneficially owns 50,921 shares, including 336 shares acquired via the Employee Stock Purchase Plan. The filing contains no information on company strategy, earnings, or additional insider activity, indicating a routine administrative event with limited market impact.

Insights

Financial Analyst

TL;DR: Routine tax-withholding; neutral for KFY’s valuation.

This Form 4 shows a mandatory share surrender to satisfy taxes on restricted-stock vesting. The 369 shares (≈ 0.7% of Distefano’s 50.9 k share stake) are immaterial relative to both his holdings and KFY’s float. Because the transaction is coded “F,” it does not signal discretionary selling pressure. Beneficial ownership remains robust, suggesting continued alignment between the executive and shareholders. No earnings, guidance, or strategic updates accompany the filing, so I classify the disclosure as neutral with negligible market impact.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Distefano Michael

Role See Remarks

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, par value $0.01	369	$74.89	$28K

Holdings After Transaction: Common Stock, par value $0.01 — 50,921 shares (Direct)

Footnotes (1)

1. Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 9, 2025, of 725 shares of restricted stock held by the Reporting Person. Includes 336 shares previously acquired by the Reporting Person (but not reflected in prior Form 4s) under the Korn Ferry Employee Stock Purchase Plan.

Form 4 Insider Transactions: What Each Field Means →

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^*

Distefano Michael

(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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2025

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	07/09/2025		F		369(1)	D	$74.89	50,921(2)	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 July 9, 2025, of 725 shares of restricted stock held by the Reporting Person.

2. Includes 336 shares previously acquired by the Reporting Person (but not reflected in prior Form 4s) under the Korn Ferry Employee Stock Purchase Plan.

Remarks:

Chief Executive Officer of Professional Search & Interim

	/s/ Jonathan Kuai, attorney-in-fact	07/10/2025
	** 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 type of insider transaction did Michael Distefano report for KFY?

A Code F share withholding to cover taxes on vested restricted stock.

How many Korn Ferry shares were withheld on July 9 2025?

369 common shares were surrendered to the company.

What price was used for the tax-withholding shares?

The shares were priced at $74.89 each.

How many shares does the officer now beneficially own?

After the transaction, he holds 50,921 KFY shares.

Was this an open-market sale of Korn Ferry stock?

No. The filing indicates a tax-withholding event, not an open-market sale.