[Form 4] KORN FERRY Insider Trading Activity

Rhea-AI Filing Summary

Russell Hagey, a director of Korn Ferry (KFY), was granted 4,010 restricted stock units as compensation that vest in full the day before the issuer's next annual meeting following the grant. The reported transaction is a grant (no cash price) and increases Hagey’s beneficial ownership to 7,870 shares following the award. The grant is recorded as compensation for services and was reported on the Form 4 filing. The award is a non‑derivative equity grant intended to align the director’s interests with stockholders through time‑based vesting.

Positive

• Director alignment: Grant of 4,010 restricted stock units ties the director's compensation to long‑term shareholder value through time‑based vesting
• No cash outlay required: Award recorded as compensation at $0 price preserves the director's liquidity while incentivizing future performance

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director equity grant increases insider ownership modestly and aligns interests without immediate cash outlay.

This Form 4 reports a standard, time‑based restricted stock unit grant of 4,010 RSUs to a Korn Ferry director, recorded as compensation with a $0 reported price. Such grants are common for non‑executive directors and are primarily governance and retention tools rather than liquidity events. The post‑grant beneficial ownership of 7,870 shares is small relative to a typical large‑cap capitalization and is unlikely to be materially dilutive on its own. Impact on EPS or leverage is negligible given the size disclosed.

Corporate Governance Expert

TL;DR: Time‑based RSUs are a standard governance practice to align director incentives with shareholders.

Granting RSUs that vest before the next annual meeting is a conventional retention and alignment mechanism. The filing clearly states the award was for services and vests based on time rather than performance conditions, which supports steady alignment but does not impose performance accountability. No unusual acceleration, related‑party transaction, or sale of shares is disclosed. For investors focused on governance, this is a routine disclosure without red flags.

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

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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^*

Hagey Russell

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

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(1)	09/18/2025		A		4,010	A	$0(2)	7,870	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. The restricted stock units vest in full on the day before the next annual meeting of the Issuer's stockholders that follows the grant date of September 18, 2025.

2. Granted as compensation for services.

	/s/ Jonathan Kuai, attorney-in-fact	09/19/2025
	** 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 transaction did Korn Ferry director Russell Hagey report on Form 4 (KFY)?

The Form 4 reports a grant of 4,010 restricted stock units (RSUs) to Russell Hagey, recorded as compensation for services.

When do the restricted stock units granted to Russell Hagey vest?

The RSUs vest in full the day before the issuer's next annual meeting that follows the grant date of September 18, 2025.

How many Korn Ferry shares does Russell Hagey beneficially own after the reported transaction?

Following the reported grant, Hagey beneficially owns 7,870 shares.

Was there any cash paid for the RSU grant to Russell Hagey?

No cash was paid; the grant is reported with a $0 price and is identified as compensation for services.

Does the Form 4 indicate any performance conditions on the RSUs?

No. The filing states the award is time‑based and vests in full based on the timing relative to the next annual meeting; no performance conditions are disclosed.