[Form 4] KORN FERRY Insider Trading Activity

Rhea-AI Filing Summary

Angel R. Martinez, a Korn Ferry (KFY) director, received a grant of 2,720 restricted stock units on 09/18/2025 as compensation for services. The Form 4 shows the RSUs were granted at no cash price and that Martinez beneficially owns 32,000 shares following the grant. The RSUs are scheduled to vest in full on the day before the issuer's next annual meeting that follows the grant date. The filing was made by one reporting person and signed by an attorney-in-fact on 09/19/2025.

Positive

• Equity-based compensation granted (2,720 RSUs), which aligns the director's interests with shareholders
• Clear vesting schedule (vests in full the day before the next annual meeting), providing transparency
• Post-grant beneficial ownership disclosed (32,000 shares), improving disclosure of insider holdings

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant aligns director pay with shareholder interests; non-material to capitalization.

This Form 4 documents a standard equity compensation award to a director: 2,720 restricted stock units granted as compensation and vesting next annual meeting. The filing confirms continued alignment of director incentives with shareholders by using equity rather than cash. The disclosure is clear on vesting timing and post-grant beneficial ownership of 32,000 shares. There are no indications of accelerated vesting, related-party transactions beyond the director role, or unusual pricing.

Executive Compensation Analyst

TL;DR: Small, routine RSU grant; useful for tracking director pay trends but not materially impactful to investors.

The award of 2,720 RSUs at $0 price as compensation is a common form of director remuneration. Vesting on the day before the next annual meeting is a typical single-cliff schedule used to retain service through the annual cycle. The increase in beneficial ownership to 32,000 shares provides more equity exposure for the director, but the absolute grant size appears modest relative to typical public-company director grants and does not signal a material change in governance or capital structure.

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^*

MARTINEZ ANGEL R

(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		2,720	A	$0(2)	32,000	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 did Korn Ferry director Angel R. Martinez receive on 09/18/2025 (KFY)?

Martinez was granted 2,720 restricted stock units on 09/18/2025, issued as compensation at a $0 price.

How many Korn Ferry shares does Angel R. Martinez beneficially own after the grant?

The Form 4 reports 32,000 shares beneficially owned following the reported transaction.

When do the restricted stock units for Martinez vest?

The RSUs vest in full on the day before the next annual meeting of Korn Ferry stockholders following the grant date.

Was this Form 4 filed jointly or by a single reporting person?

The filing indicates it was submitted by one reporting person (not a joint filing).

Who signed the Form 4 and when was it dated?

The Form 4 was signed by Jonathan Kuai, attorney-in-fact and dated 09/19/2025.