Korn Ferry (KFY) CFO granted 90,620 shares, 36,491 withheld for taxes

Rhea-AI Filing Summary

Korn Ferry executive Robert P. Rozek, EVP, CFO & CCO, reported equity compensation and related tax withholdings in common stock. On July 10, 2026, he received 28,030 shares of restricted stock that vest in four equal annual installments starting July 10, 2027, granted as compensation for services. On July 13, 2026, he acquired 62,590 shares upon settlement of Relative TSR performance units after performance criteria were satisfied.

To satisfy tax withholding obligations tied to these awards, 36,491 shares were withheld at $75.39 per share through F-code dispositions, which are not open-market sales. After these transactions, Rozek directly holds 158,963 shares of Korn Ferry common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider ROZEK ROBERT P

Role EVP, CFO & CCO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.01 per share	62,590	$0.00	--
Tax Withholding	Common Stock, par value $0.01 per share	26,507	$75.39	$2.00M
Tax Withholding	Common Stock, par value $0.01 per share	9,984	$75.39	$753K
Grant/Award	Common Stock, par value $0.01 per share	28,030	$0.00	--

Holdings After Transaction: Common Stock, par value $0.01 per share — 195,454 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 62,590 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 23,570 shares of restricted stock held by the Reporting Person.

Key Figures

Restricted stock grant: 28,030 shares TSR units settled into shares: 62,590 shares Shares withheld for taxes: 36,491 shares +2 more

5 metrics

Restricted stock grant 28,030 shares Restricted stock granted on July 10, 2026, vesting in four equal annual installments from July 10, 2027

TSR units settled into shares 62,590 shares Shares acquired July 13, 2026 upon settlement of Relative TSR performance units granted July 11, 2023

Shares withheld for taxes 36,491 shares Total F-code dispositions at $75.39 per share to satisfy tax withholding obligations

Tax withholding price $75.39 per share Price used for tax-withholding share reductions on July 13, 2026

Post-transaction holdings 158,963 shares Direct Korn Ferry common stock held by Robert P. Rozek after all reported transactions

Key Terms

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

4 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 on July 11, 2023"

tax withholding obligations financial

"Represents a 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 - 06:05 PM Accepted by SEC EDGAR 07/14/2026 - 06:04 PM Learn about SEC filing dates

FAQ

What insider transactions did KFY executive Robert P. Rozek report on July 2026 Form 4?

Robert P. Rozek reported two stock awards and two tax-withholding dispositions in Korn Ferry common stock. He received restricted shares and shares from performance units, while shares were withheld to cover related tax obligations, with no open-market purchases or sales.

How many Korn Ferry (KFY) shares did Robert P. Rozek acquire as awards?

Robert P. Rozek acquired 28,030 restricted shares on July 10, 2026 and 62,590 shares on July 13, 2026 from settlement of Relative TSR performance units. Both awards were granted as compensation under Korn Ferry equity incentive arrangements.

How many KFY shares were withheld for taxes in Robert P. Rozek’s Form 4?

A total of 36,491 shares of Korn Ferry common stock were withheld at $75.39 per share to satisfy tax withholding obligations tied to vesting restricted stock and settlement of Relative TSR performance units, rather than being sold on the open market.

What is Robert P. Rozek’s direct shareholding in Korn Ferry (KFY) after these transactions?

Following the reported July 2026 transactions, Robert P. Rozek directly holds 158,963 shares of Korn Ferry common stock. This figure reflects the net position after receiving stock awards and having a portion of shares withheld to cover associated tax obligations.

How do the new restricted stock awards for KFY’s CFO vest over time?

The 28,030 restricted shares granted to Robert P. Rozek vest in four equal annual installments, beginning on July 10, 2027. This schedule provides a multi-year vesting period tied to his continued service with Korn Ferry.

What are Relative TSR performance units mentioned in the KFY Form 4?

The Relative TSR performance units were granted on July 11, 2023 and settled into 62,590 shares after performance criteria were satisfied. These units are equity awards under the Korn Ferry 2022 Stock Incentive Plan based on total shareholder return performance.

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^*

ROZEK ROBERT P

(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)
	EVP, CFO & CCO

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		28,030(1)	A	$0(2)	132,864	D
Common Stock, par value $0.01 per share	07/13/2026		A		62,590(3)	A	$0(2)	195,454	D
Common Stock, par value $0.01 per share	07/13/2026		F		26,507(4)	D	$75.39	168,947	D
Common Stock, par value $0.01 per share	07/13/2026		F		9,984(5)	D	$75.39	158,963	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 62,590 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 23,570 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)