Korn Ferry (NYSE: KFY) CEO gets stock awards, 108,770 shares withheld

Rhea-AI Filing Summary

Korn Ferry CEO Gary D. Burnison reported equity compensation and related tax withholding. He acquired 152,010 shares upon settlement of Relative TSR performance units and received a 75,200-share restricted stock grant, while 108,770 shares were withheld at $75.39 per share for taxes, leaving 425,652 shares held directly.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider BURNISON GARY D

Role CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.01 per share	152,010	$0.00	--
Tax Withholding	Common Stock, par value $0.01 per share	77,343	$75.39	$5.83M
Tax Withholding	Common Stock, par value $0.01 per share	31,427	$75.39	$2.37M
Grant/Award	Common Stock, par value $0.01 per share	75,200	$0.00	--

Holdings After Transaction: Common Stock, par value $0.01 per share — 425,652 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. 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 152,010 Relative TSR performance units described in footnote (3) 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 61,762 shares of restricted stock held by the Reporting Person.

Key Figures

Performance units settled: 152,010 shares Restricted stock grant: 75,200 shares Tax withholding shares: 108,770 shares +2 more

5 metrics

Performance units settled 152,010 shares Shares acquired from settlement of Relative TSR performance units on July 13, 2026

Restricted stock grant 75,200 shares Restricted stock that vests in four equal annual installments starting July 10, 2027

Tax withholding shares 108,770 shares Total shares withheld to satisfy tax obligations related to equity settlements

Withholding price $75.39 per share Price used for tax-withholding dispositions of common stock on July 13, 2026

Post-transaction holdings 425,652 shares Common shares owned directly by Gary D. Burnison after reported transactions

Key Terms

Relative TSR performance units, restricted stock, tax withholding obligations, Korn Ferry 2022 Stock Incentive Plan

4 terms

Relative TSR performance units financial

"Acquired upon the settlement of Relative TSR performance units granted on July 11, 2023"

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.

tax withholding obligations financial

"reduction in shares to satisfy the tax withholding obligations of the Issuer"

Korn Ferry 2022 Stock Incentive Plan financial

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/14/2026 - 06:08 PM Accepted by SEC EDGAR 07/14/2026 - 06:08 PM Learn about SEC filing dates

FAQ

What insider transactions did KFY CEO Gary D. Burnison report?

He reported equity awards and related tax withholding. 152,010 shares were acquired from Relative TSR performance units and 75,200 restricted shares were granted, while 108,770 shares were withheld at $75.39 per share to cover tax obligations.

How many Korn Ferry (KFY) shares does the CEO hold after these transactions?

After the reported transactions, CEO Gary D. Burnison holds 425,652 shares of Korn Ferry common stock directly. This figure reflects the impact of both the equity grants and the 108,770 shares withheld for tax obligations on July 13, 2026.

Were the KFY CEO’s Form 4 transactions open-market buys or sales?

No open-market trades were reported. The Form 4 shows grant/award acquisitions coded "A" and tax-withholding dispositions coded "F" described as "payment of tax liability by delivering securities," rather than discretionary market purchases or sales.

What are the details of the KFY CEO’s restricted stock grant?

The filing notes restricted stock that vests in four equal annual installments commencing on July 10, 2027. This award was granted as compensation for services, aligning a portion of the CEO’s pay with future service and stock performance.

How were the KFY CEO’s Relative TSR performance units settled?

The CEO acquired 152,010 shares upon settlement of Relative TSR performance units granted on July 11, 2023 under the Korn Ferry 2022 Stock Incentive Plan, following satisfaction of the performance criteria specified for that award.

Why were 108,770 Korn Ferry (KFY) shares disposed of in the Form 4?

The 108,770 shares reported as dispositions were reductions to satisfy tax withholding obligations related to the settlement of 152,010 performance units and the vesting of 61,762 restricted shares, rather than elective sales into the open market.

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 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)

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

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		75,200(1)	A	$0(2)	273,642	D
Common Stock, par value $0.01 per share	07/13/2026		A		152,010(3)	A	$0(2)	425,652	D
Common Stock, par value $0.01 per share	07/13/2026		F		77,343(4)	D	$75.39	348,309	D
Common Stock, par value $0.01 per share	07/13/2026		F		31,427(5)	D	$75.39	316,882	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. 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.

4. Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the settlement, on July 13, 2026, of 152,010 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 13, 2026, of 61,762 shares of restricted stock held by the Reporting Person.

	/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)