Korn Ferry (NYSE: KFY) officer gains stock from awards and covers taxes with shares

Rhea-AI Filing Summary

Korn Ferry officer Michael Distefano reported equity compensation and related tax-withholding transactions in the company’s common stock. He received 16,750 shares of restricted stock on July 10, 2026, vesting in four equal annual installments starting July 10, 2027, as compensation for services. On July 13, 2026, he acquired 35,770 shares upon settlement of Relative TSR performance units granted on July 11, 2023, after the performance criteria were satisfied. To satisfy related tax withholding obligations, 18,200 and 5,926 shares were reduced from his holdings in connection with the performance unit settlement and restricted stock vesting. Following these events, he directly owns 107,348 Korn Ferry shares, including 557 shares previously purchased through the Employee Stock Purchase Plan.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Distefano Michael

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.01 per share	35,770	$0.00	--
Tax Withholding	Common Stock, par value $0.01 per share	18,200	$75.39	$1.37M
Tax Withholding	Common Stock, par value $0.01 per share	5,926	$75.39	$447K
Grant/Award	Common Stock, par value $0.01 per share	16,750	$0.00	--

Holdings After Transaction: Common Stock, par value $0.01 per share — 107,348 shares (Direct)

Footnotes (1)

1. Represents restricted stock that vests in four equal annual installments commencing on July 10, 2027. Granted as compensation for services. Includes 557 shares previously acquired by the Reporting Person (but not reflected in prior Form 4s) under the Korn Ferry Employee Stock Purchase Plan. Acquired upon the settlement of Relative TSR performance units granted on July 11, 2023 under the Korn Ferry 2022 Stock Incentive Plan as a result of the satisfaction of the performance criteria underlying the award. Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the settlement, on July 13, 2026, of 35,770 Relative TSR performance units described in footnote (4) above. Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 13, 2026, of 11,642 shares of restricted stock held by the Reporting Person.

Key Figures

Restricted stock grant: 16,750 shares Performance unit settlement: 35,770 shares Tax-withholding reduction (performance units): 18,200 shares +3 more

6 metrics

Restricted stock grant 16,750 shares Restricted stock granted on July 10, 2026, vesting in four equal annual installments starting July 10, 2027

Performance unit settlement 35,770 shares Shares acquired July 13, 2026 upon settlement of Relative TSR performance units granted on July 11, 2023

Tax-withholding reduction (performance units) 18,200 shares Shares reduced to satisfy tax withholding obligations tied to settlement of 35,770 Relative TSR performance units on July 13, 2026

Tax-withholding reduction (restricted stock) 5,926 shares Shares reduced to satisfy tax withholding obligations on vesting of 11,642 restricted shares on July 13, 2026

Post-transaction holdings 107,348 shares Total Korn Ferry common shares directly owned by Michael Distefano after the July 2026 transactions

ESPP shares included 557 shares Previously acquired under the Korn Ferry Employee Stock Purchase Plan and now included in reported holdings

Key Terms

restricted stock, Relative TSR performance units, tax withholding obligations, Employee Stock Purchase Plan, +1 more

5 terms

restricted stock financial

"Represents restricted stock that vests in four equal annual installments"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Relative TSR performance units financial

"Acquired upon the settlement of Relative TSR performance units granted"

tax withholding obligations financial

"Represents a reduction in shares to satisfy the tax withholding obligations"

Employee Stock Purchase Plan financial

"previously acquired by the Reporting Person under the Korn Ferry Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Korn Ferry 2022 Stock Incentive Plan financial

"granted on July 11, 2023 under the Korn Ferry 2022 Stock Incentive Plan"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/14/2026 - 06:02 PM Accepted by SEC EDGAR 07/14/2026 - 06:02 PM Learn about SEC filing dates

FAQ

What equity awards did Korn Ferry (KFY) officer Michael Distefano receive in July 2026?

Michael Distefano received 16,750 restricted shares on July 10, 2026 and 35,770 shares on July 13, 2026 upon settlement of Relative TSR performance units. The restricted stock was granted as compensation for services and the performance units vested after meeting performance criteria.

How many Korn Ferry (KFY) shares does Michael Distefano own after these transactions?

After the reported transactions, Michael Distefano directly owns 107,348 Korn Ferry common shares. This total includes 557 shares previously acquired under the Korn Ferry Employee Stock Purchase Plan that had not been reflected in earlier ownership reports.

What do the F-coded transactions for Korn Ferry (KFY) represent in this Form 4?

The F-coded entries represent tax-withholding dispositions. On July 13, 2026, 18,200 shares and 5,926 shares were reduced from Michael Distefano’s holdings to satisfy the issuer’s tax withholding obligations tied to performance unit settlement and restricted stock vesting.

When will Michael Distefano’s new restricted Korn Ferry (KFY) shares vest?

The 16,750 restricted Korn Ferry shares granted on July 10, 2026 will vest in four equal annual installments, beginning on July 10, 2027. This schedule spreads the vesting over four years, aligning the award with ongoing service to the company.

What triggered the issuance of 35,770 Korn Ferry (KFY) shares to Michael Distefano?

The 35,770 shares were acquired on July 13, 2026 upon settlement of Relative TSR performance units granted on July 11, 2023. The settlement occurred after the underlying performance criteria for those units were satisfied under the Korn Ferry 2022 Stock Incentive Plan.

How were Korn Ferry (KFY) tax obligations handled in Michael Distefano’s July 2026 awards?

Tax obligations were covered through share reductions rather than separate cash payments. A total of 18,200 shares and 5,926 shares were used to satisfy the issuer’s tax withholding obligations related to performance unit settlement and restricted stock vesting on July 13, 2026.

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 CALIFORNIA 90067

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2026

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

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

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

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	07/10/2026		A		16,750(1)	A	$0(2)	71,578(3)	D
Common Stock, par value $0.01 per share	07/13/2026		A		35,770(4)	A	$0(2)	107,348	D
Common Stock, par value $0.01 per share	07/13/2026		F		18,200(5)	D	$75.39	89,148	D
Common Stock, par value $0.01 per share	07/13/2026		F		5,926(6)	D	$75.39	83,222	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 10, 2027.

2. Granted as compensation for services.

3. Includes 557 shares previously acquired by the Reporting Person (but not reflected in prior Form 4s) under the Korn Ferry Employee Stock Purchase Plan.

4. Acquired upon the settlement of Relative TSR performance units granted on July 11, 2023 under the Korn Ferry 2022 Stock Incentive Plan as a result of the satisfaction of the performance criteria underlying the award.

5. Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the settlement, on July 13, 2026, of 35,770 Relative TSR performance units described in footnote (4) above.

6. Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 13, 2026, of 11,642 shares of restricted stock held by the Reporting Person.

Remarks:

Chief Executive Officer of Professional Search & Interim

	/s/ Jonathan Kuai, attorney-in-fact	07/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)