[Form 4] KORN FERRY Insider Trading Activity

Rhea-AI Filing Summary

Jerry Leamon, a director of Korn Ferry (KFY), was granted 2,720 restricted stock units (RSUs) on 09/18/2025 as director compensation. The grant price is reported as $0 and the filing shows 22,072 shares beneficially owned by Mr. Leamon following the transaction. The RSUs vest in full on the day before the next annual meeting of shareholders following the grant date. The Form 4 was signed by an attorney-in-fact on 09/19/2025 and identifies the award explicitly as compensation for services as a director.

Positive

• Director alignment: Grant increases the reporting person's equity stake to 22,072 shares, aligning interests with shareholders.
• Standard compensation: Time-based RSU vesting through the next annual meeting supports retention and ongoing alignment.

Negative

• Potential dilution: Grant of 2,720 RSUs represents additional shares that could dilute existing shareholders, though size appears modest.
• No cash purchase: Reported price of $0 indicates the award is compensation rather than an at-market purchase, which some investors view as dilutionary compensation expense.

Insights

Financial Analyst

TL;DR: Modest director equity grant increases insider ownership slightly; limited near-term market impact.

The 2,720 RSU grant is a routine form of non-cash director compensation that increases the reporting person's alignment with shareholders by boosting beneficial ownership to 22,072 shares. The grant price of $0 reflects a compensation award rather than an open-market purchase. Given the modest size relative to a public company’s outstanding shares, this transaction is unlikely to materially affect Korn Ferry's capital structure or valuation, but it does modestly increase insider stake and incentives.

Corporate Governance Expert

TL;DR: Standard governance practice: equity-based director pay with time-based vesting; aligns incentives without signaling material change.

The RSUs vest the day before the next annual meeting, a clear time-based vesting condition typical for director awards, which supports retention and alignment with long-term shareholder interests. The filing explicitly states the award was granted for director services. There is no indication of accelerated vesting, related-party transactions, or other governance red flags in the disclosed items.

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^*

Leamon Jerry

(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)	22,072	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 as a director.

	/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 (KFY) director Jerry Leamon report on Form 4?

The Form 4 reports a grant of 2,720 restricted stock units (RSUs) on 09/18/2025, increasing his beneficial ownership to 22,072 shares.

When do the RSUs granted to Jerry Leamon vest?

The RSUs vest in full on the day before the next annual meeting of Korn Ferry stockholders that follows the grant date of 09/18/2025.

Was the RSU grant to Jerry Leamon paid in cash?

No. The transaction lists a price of $0, indicating the RSUs were granted as compensation for director services.

Does the Form 4 indicate any unusual terms or related-party concerns?

No. The filing states the award was granted as compensation for services as a director and shows standard time-based vesting; no accelerated vesting or related-party transactions are disclosed.

Who signed the Form 4 for Jerry Leamon?

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