{"url_path":"/sec/kfy/10-k/2026/item-16","section_key":"item-16","section_title":"Item 16 Form 10-K Summary","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/56679/0000056679-26-000021-index.html","accession_number":"0000056679-26-000021","cik":"0000056679","ticker":"KFY","issuer_name":"KORN FERRY","edgar_url":"https://www.sec.gov/Archives/edgar/data/56679/0000056679-26-000021-index.html","primary_entity_key":"0000056679","primary_entity_name":"KORN FERRY"},"word_count":20394,"has_tables":true,"body_markdown":"Item 16. Form 10-K Summary\n\nNone\n\n49\n\nSIGNATURES\n\nPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.\n\nKorn Ferry\n\nBy:/s/ Robert P. Rozek\n\nRobert P. Rozek\n\nExecutive Vice President, Chief Financial Officer and Chief Corporate Officer\n\nDate: June 26, 2026\n\nPOWER OF ATTORNEY\n\nKNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the registrant hereby constitutes and appoints Jonathan M. Kuai and Gary D. Burnison, and each of them, as lawful attorney-in-fact and agent for each of the undersigned (with full power of substitution and resubstitution, for and in the name, place and stead of each of the undersigned officers and directors), to sign and file with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, any and all amendments, supplements and exhibits to this report and any and all other documents in connection therewith, hereby granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in order to effectuate the same as fully and to all intents and purposes as each of the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or any of their substitutes, may do or cause to be done by virtue hereof.\n\nPursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.\n\nSignatureTitleDate\n\n   \n\n/s/ JERRY P. LEAMONChairman of the Board and DirectorJune 26, 2026\n\nJerry P. Leamon\n\n/s/ GARY D. BURNISON\nPresident & Chief Executive Officer\n\n(Principal Executive Officer) and Director\nJune 26, 2026\n\nGary D. Burnison\n\n/s/ ROBERT P. ROZEK\nExecutive Vice President, Chief Financial Officer and\n\nChief Corporate Officer\n\n(Principal Financial Officer and Principal Accounting Officer)\nJune 26, 2026\n\nRobert P. Rozek\n\n/s/ DOYLE N. BENEBYDirectorJune 26, 2026\n\nDoyle N. Beneby\n\n/s/ LAURA M. BISHOPDirectorJune 26, 2026\n\nLaura M. Bishop\n\n/s/ MATTHEW J. ESPE\nDirectorJune 26, 2026\n\nMatthew J. Espe\n\n/s/ RUSSELL A. HAGEY\n\nDirector\nJune 26, 2026\n\nRussell A. Hagey\n\n/s/ ANGEL R. MARTINEZDirectorJune 26, 2026\n\nAngel R. Martinez\n\n/s/ LORI J. ROBINSONDirectorJune 26, 2026\n\nLori J. Robinson\n\n/s/ PETER A. SHIMER\nDirectorJune 26, 2026\n\nPeter A. Shimer\n\n50\n\nKORN FERRY AND SUBSIDIARIES\n\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\n\nAPRIL 30, 2026\n\nPage\n\n[Management’s Report on Internal Control over Financial Reporting](#ife671e942867439ebc69beb0eaa430f4_127)\n\nF-[2](#ife671e942867439ebc69beb0eaa430f4_127)\n\n[Report of Independent Registered Public Accounting Firm (PCAOB ID:](#ife671e942867439ebc69beb0eaa430f4_130)42[)](#ife671e942867439ebc69beb0eaa430f4_130)\n\nF-[3](#ife671e942867439ebc69beb0eaa430f4_130)\n\n[Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)](#ife671e942867439ebc69beb0eaa430f4_133)\n\nF-[4](#ife671e942867439ebc69beb0eaa430f4_133)\n\n[Consolidated Balance Sheets as of April 30, 2026 and 2025](#ife671e942867439ebc69beb0eaa430f4_136)\n\nF-[6](#ife671e942867439ebc69beb0eaa430f4_136)\n\n[Consolidated Statements of Income for the years ended April 30, 2026, 2025, and 2024](#ife671e942867439ebc69beb0eaa430f4_139)\n\nF-[7](#ife671e942867439ebc69beb0eaa430f4_139)\n\n[Consolidated Statements of Comprehensive Income for the years ended April 30, 2026, 2025, and 2024](#ife671e942867439ebc69beb0eaa430f4_142)\n\nF-[8](#ife671e942867439ebc69beb0eaa430f4_142)\n\n[Consolidated Statements of Stockholders’ Equity for the years ended April 30, 2026, 2025, and 2024](#ife671e942867439ebc69beb0eaa430f4_145)\n\nF-[9](#ife671e942867439ebc69beb0eaa430f4_145)\n\n[Consolidated Statements of Cash Flows for the years ended April 30, 2026, 2025, and 2024](#ife671e942867439ebc69beb0eaa430f4_148)\n\nF-[10](#ife671e942867439ebc69beb0eaa430f4_148)\n\n[Notes to Consolidated Financial Statements](#ife671e942867439ebc69beb0eaa430f4_151)\n\nF-[11](#ife671e942867439ebc69beb0eaa430f4_154)\n\nF-1\n\nMANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING\n\nManagement of Korn Ferry (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or supervised by, the issuer’s principal executive and principal financial officers, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.\n\nThe Company’s internal control over financial reporting is supported by written policies and procedures, that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.\n\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\n\nIn connection with the preparation of the Company’s annual financial statements, management of the Company has undertaken an assessment of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2026 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of the Company’s internal control over financial reporting and testing of the operational effectiveness of the Company’s internal control over financial reporting.\n\nBased on this assessment, management did not identify any material weakness in the Company’s internal control over financial reporting, and management has concluded that the Company’s internal control over financial reporting was effective as of April 30, 2026.\n\nErnst & Young LLP, the independent registered public accounting firm that audited the Company’s financial statements for the year ended April 30, 2026 included in this Annual Report on Form 10-K, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of April 30, 2026, a copy of which is included in this Annual Report on Form 10-K.\n\nJune 26, 2026\n\nF-2\n\nReport of Independent Registered Public Accounting Firm\n\nTo the Stockholders and the Board of Directors of Korn Ferry\n\nOpinion on Internal Control Over Financial Reporting\n\nWe have audited Korn Ferry and subsidiaries’ internal control over financial reporting as of April 30, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Korn Ferry and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of April 30, 2026, based on the COSO criteria.\n\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of April 30, 2026 and 2025, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended April 30, 2026, and the related notes and our report dated June 26, 2026 expressed an unqualified opinion thereon.\n\nBasis for Opinion\n\nThe Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.\n\nOur audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.\n\nDefinition and Limitations of Internal Control Over Financial Reporting\n\nA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.\n\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\n\n/s/ Ernst & Young LLP\n\nLos Angeles, California\n\nJune 26, 2026\n\nF-3\n\nReport of Independent Registered Public Accounting Firm\n\nTo the Stockholders and the Board of Directors of Korn Ferry\n\nOpinion on the Financial Statements\n\nWe have audited the accompanying consolidated balance sheets of Korn Ferry and subsidiaries (the Company) as of April 30, 2026 and 2025, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended April 30, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at April 30, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended April 30, 2026, in conformity with U.S. generally accepted accounting principles.\n\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of April 30, 2026, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated June 26, 2026 expressed an unqualified opinion thereon.\n\nBasis for Opinion\n\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\nCritical Audit Matter\n\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\n\nConsulting Revenue Recognition\n\nDescription of the Matter\nAs described in Note 1 to the consolidated financial statements, Consulting fee revenue is primarily recognized as services are rendered, measured by total hours incurred as a percentage of the total estimated hours at completion. Updated estimates for Consulting engagements may vary from initial estimates and are recognized in the period of determination.\n\nAuditing Consulting revenue recognition involves a higher level of audit effort due to the complexity of the contracts and a greater degree of audit judgement needed to test the underlying data supporting management's estimate of total hours estimated at completion.\n\nF-4\n\nHow We Addressed the Matter in Our Audit\nWe obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s processes and controls related to the recognition of Consulting revenue, including, among others, controls over management review of contractual terms, management’s determination of when control of goods and services are transferred to customers as well as management’s review of the accuracy and completeness of underlying data used in the estimate mentioned above.\n\nOur audit procedures included, among others, testing a sample of contracts to determine whether terms that may affect revenue recognition were identified and properly considered, performance obligations were appropriately identified in the Company’s evaluation of the accounting for the contracts and revenue was recognized as services were rendered. In addition, we tested management's estimate of total estimated hours at completion by comparing the data used in the estimate to time reports for work completed to date, recalculated the percentage of completion and assessed the reasonableness of management’s estimates to complete based on an understanding of the current status of the contracts. We also performed analysis over contracts completed during the year to determine whether there were significant changes in the estimate from initiation to completion of contracts.\n\n/s/ Ernst & Young LLP\n\nWe have served as the Company’s auditor since 2002.\n\nLos Angeles, California\n\nJune 26, 2026\n\nF-5\n\nKORN FERRY AND SUBSIDIARIES\n\nCONSOLIDATED BALANCE SHEETS\n\nApril 30,\n\n20262025\n\n(in thousands, except per share data)\n\nASSETS\n\nCash and cash equivalents$1,095,445 $1,006,964 \n\nMarketable securities38,914 36,388 \n\nReceivables due from clients, net of allowance for doubtful accounts of $42,527 and $40,461 at April 30, 2026 and 2025, respectively\n573,350 565,255 \n\nIncome taxes and other receivables75,410 38,394 \n\nUnearned compensation64,421 61,649 \n\nPrepaid expenses and other assets58,437 41,488 \n\nTotal current assets1,905,977 1,750,138 \n\nMarketable securities, non-current247,132 233,626 \n\nProperty and equipment, net191,531 173,610 \n\nOperating lease right-of-use assets, net170,986 152,712 \n\nCash surrender value of company-owned life insurance policies, net of loans289,058 252,621 \n\nDeferred income taxes113,207 144,560 \n\nGoodwill950,636 948,832 \n\nIntangible assets, net45,858 70,193 \n\nUnearned compensation, non-current118,592 106,965 \n\nInvestments and other assets31,799 27,967 \n\nTotal assets$4,064,776 $3,861,224 \n\nLIABILITIES AND STOCKHOLDERS’ EQUITY\n\nAccounts payable$49,682 $58,884 \n\nIncome taxes payable19,573 23,079 \n\nCompensation and benefits payable570,242 530,473 \n\nOperating lease liability, current28,111 38,573 \n\nOther accrued liabilities314,402 304,589 \n\nTotal current liabilities982,010 955,598 \n\nDeferred compensation and other retirement plans510,774 477,770 \n\nOperating lease liability, non-current164,899 131,762 \n\nLong-term debt398,565 397,736 \n\nDeferred tax liabilities5,723 5,981 \n\nOther liabilities23,902 20,238 \n\nTotal liabilities2,085,873 1,989,085 \n\nCommitments and contingencies\n\nStockholders' equity\n\nCommon stock: $0.01 par value, 150,000 shares authorized, 79,203 and 78,264 shares issued and 50,225 and 51,458 shares outstanding at April 30, 2026 and 2025, respectively\n284,370 364,425 \n\nRetained earnings1,761,063 1,588,274 \n\nAccumulated other comprehensive loss, net(72,827)(86,243)\n\nTotal Korn Ferry stockholders' equity1,972,606 1,866,456 \n\nNoncontrolling interest6,297 5,683 \n\nTotal stockholders' equity1,978,903 1,872,139 \n\nTotal liabilities and stockholders' equity$4,064,776 $3,861,224 \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\nF-6\n\nKORN FERRY AND SUBSIDIARIES\n\nCONSOLIDATED STATEMENTS OF INCOME\n\nYear Ended April 30,\n\n202620252024\n\n(in thousands, except per share data)\n\nFee revenue$2,907,469 $2,730,088 $2,762,671 \n\nReimbursed out-of-pocket engagement expenses31,172 30,998 32,834 \n\nTotal revenue2,938,641 2,761,086 2,795,505 \n\nCompensation and benefits1,867,005 1,758,024 1,844,164 \n\nGeneral and administrative expenses247,727 258,488 259,039 \n\nReimbursed expenses31,172 30,998 32,834 \n\nCost of services319,150 285,075 300,015 \n\nDepreciation and amortization98,844 80,287 77,966 \n\nRestructuring charges, net— 1,892 68,558 \n\nTotal operating expenses2,563,898 2,414,764 2,582,576 \n\nOperating income374,743 346,322 212,929 \n\nOther income, net\n33,705 18,953 30,681 \n\nInterest expense, net(19,998)(20,363)(20,968)\n\nIncome before provision for income taxes388,450 344,912 222,642 \n\nIncome tax provision107,630 93,836 50,081 \n\nNet income280,820 251,076 172,561 \n\nNet income attributable to noncontrolling interest(3,386)(5,014)(3,407)\n\nNet income attributable to Korn Ferry$277,434 $246,062 $169,154 \n\nEarnings per common share attributable to Korn Ferry:\n\nBasic$5.33 $4.69 $3.25 \n\nDiluted$5.22 $4.60 $3.23 \n\nWeighted-average common shares outstanding:\n\nBasic51,42851,77851,038\n\nDiluted52,51952,80651,432\n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\nF-7\n\nKORN FERRY AND SUBSIDIARIES\n\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME\n\nYear Ended April 30,\n\n202620252024\n\n(in thousands)\n\nNet income$280,820 $251,076 $172,561 \n\nOther comprehensive income (loss):\n\nForeign currency translation adjustments13,270 21,540 (18,722)\n\nDeferred compensation and pension plan adjustments, net of tax1,117 (766)3,989 \n\nNet unrealized (loss) gain on marketable securities, net of tax\n(87)94 248 \n\nComprehensive income295,120 271,944 158,076 \n\nLess: comprehensive income attributable to noncontrolling interest(4,270)(4,454)(3,829)\n\nComprehensive income attributable to Korn Ferry$290,850 $267,490 $154,247 \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\nF-8\n\nKORN FERRY AND SUBSIDIARIES\n\nCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY\n\nCommon Stock Retained\nEarnings Accumulated\nOther\nComprehensive\nLoss, Net Total\nKorn Ferry\nStockholders'\nEquityNoncontrolling\nInterest Total\nStockholders'\nEquity\n\nShares Amount\n\n(in thousands)\n\nBalance at May 1, 2023\n52,269$429,754 $1,311,081 $(92,764)$1,648,071 $4,934 $1,653,005 \n\nNet income—— 169,154 — 169,154 3,407 172,561 \n\nOther comprehensive (loss) income\n—— — (14,907)(14,907)422 (14,485)\n\nDividends paid to shareholders—— (54,391)— (54,391)— (54,391)\n\nDividends paid to noncontrolling interest—— — — — (4,496)(4,496)\n\nPurchase of stock(1,142)(63,219)— — (63,219)— (63,219)\n\nIssuance of stock856 9,273 — — 9,273 — 9,273 \n\nStock-based compensation—39,077 — — 39,077 — 39,077 \n\nBalance at April 30, 2024\n51,983414,885 1,425,844 (107,671)1,733,058 4,267 1,737,325 \n\nNet income—— 246,062 — 246,062 5,014 251,076 \n\nOther comprehensive income (loss)\n—— — 21,428 21,428 (560)20,868 \n\nDividends paid to shareholders—— (83,632)— (83,632)— (83,632)\n\nDividends paid to noncontrolling interest—— — — — (3,038)(3,038)\n\nPurchase of stock(1,539)(106,296)— — (106,296)— (106,296)\n\nIssuance of stock1,0148,742 — — 8,742 — 8,742 \n\nStock-based compensation—47,094 — — 47,094 — 47,094 \n\nBalance at April 30, 2025\n51,458364,425 1,588,274 (86,243)1,866,456 5,683 1,872,139 \n\nNet income—— 277,434 — 277,434 3,386 280,820 \n\nOther comprehensive income—— — 13,416 13,416 884 14,300 \n\nDividends paid to shareholders—— (104,645)— (104,645)— (104,645)\n\nDividends paid to noncontrolling interest—— — — — (3,656)(3,656)\n\nPurchase of stock(2,052)(135,256)— — (135,256)— (135,256)\n\nIssuance of stock8198,351 — — 8,351 — 8,351 \n\nStock-based compensation—46,850 — — 46,850 — 46,850 \n\nBalance at April 30, 2026\n50,225$284,370 $1,761,063 $(72,827)$1,972,606 $6,297 $1,978,903 \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\nF-9\n\nKORN FERRY AND SUBSIDIARIES\n\nCONSOLIDATED STATEMENTS OF CASH FLOWS\n\nYear Ended April 30,\n\n202620252024\n\n(in thousands)\n\nCash flows from operating activities:\n\nNet income$280,820 $251,076 $172,561 \n\nAdjustments to reconcile net income to net cash provided by operating activities:\n\nDepreciation and amortization98,844 80,287 77,966 \n\nStock-based compensation expense47,682 47,961 39,970 \n\nProvision for doubtful accounts16,262 20,676 20,715 \n\nGain on marketable securities\n(31,939)(17,105)(29,848)\n\nGain on modification of office lease\n(13,907)— — \n\nGain on cash surrender value of life insurance policies(11,557)(11,597)(8,803)\n\nDeferred income taxes31,821 (6,404)(32,309)\n\nImpairment of right-of-use assets— 2,452 1,629 \n\nImpairment of fixed assets— 509 1,575 \n\nChange in other assets and liabilities:\n\nDeferred compensation42,765 41,462 65,402 \n\nAccounts payable and accrued liabilities36,046 (1,976)(54,712)\n\nReceivables due from clients(24,357)(33,243)7,872 \n\nIncome taxes and other receivables(21,513)5,711 13,669 \n\nPrepaid expenses and other assets(16,949)7,997 (239)\n\nUnearned compensation(14,399)(9,454)7,923 \n\nIncome taxes payable(4,576)(5,349)2,617 \n\nOther(851)(8,641)(2,027)\n\nNet cash provided by operating activities414,192 364,362 283,961 \n\nCash flows from investing activities:\n\nPurchase of property and equipment(89,899)(62,484)(55,147)\n\nProceeds from sales/maturities of marketable securities53,007 41,921 46,000 \n\nPurchase of marketable securities(36,922)(39,453)(45,768)\n\nPremium on company-owned life insurance policies(28,383)(28,440)(15,185)\n\nProceeds from life insurance policies3,479 7,359 16,272 \n\nCash paid for acquisitions, net of cash acquired— (44,442)— \n\nDividends received from unconsolidated subsidiaries— 40 — \n\nNet cash used in investing activities(98,718)(125,499)(53,828)\n\nCash flows from financing activities:\n\nDividends paid to shareholders(104,645)(83,632)(54,391)\n\nRepurchases of common stock(115,710)(88,819)(53,162)\n\nPayments of tax withholdings on restricted stock(19,206)(17,351)(10,732)\n\nProceeds from issuance of common stock in connection with an employee stock purchase plan\n7,516 7,868 8,347 \n\nDividends paid to noncontrolling interest(3,656)(3,038)(4,496)\n\nPrincipal payments on finance leases(2,071)(1,631)(1,776)\n\nPayments on life insurance policy loans(653)(4,127)(123)\n\nNet cash used in financing activities(238,425)(190,730)(116,333)\n\nEffect of exchange rate changes on cash and cash equivalents11,432 17,826 (16,819)\n\nNet increase in cash and cash equivalents\n88,481 65,959 96,981 \n\nCash and cash equivalents at beginning of year1,006,964 941,005 844,024 \n\nCash and cash equivalents at end of the year$1,095,445 $1,006,964 $941,005 \n\nSupplemental cash flow information:\n\nCash used to pay interest$24,773 $25,249 $24,992 \n\nCash used to pay income taxes, net of refunds$89,770 $106,900 $72,124 \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\nF-10\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026\n\n1. Organization and Summary of Significant Accounting Policies\n\nNature of Business\n\nKorn Ferry, a Delaware corporation, and its subsidiaries (the “Company”) is a global consulting firm that powers individual and business performance. The impact the Company creates spans entire organizations, but it always starts with people. Korn Ferry works across the full organization—from strategy and leadership to hiring, development, rewards, and the roles, skills and workforce models needed for the future. While many firms address individual parts of that system, Korn Ferry looks across and connects them. By aligning leaders, teams and organizations around a common definition of success, Korn Ferry helps organizations make better decisions, execute with confidence and achieve stronger outcomes.\n\nKorn Ferry delivers its services through five solution areas, and together, these areas comprise eight reportable segments, supported by a centralized corporate function that helps connect expertise, intelligence, and delivery across the firm, driving alignment, connectivity and scale. The five solution areas are the following:\n\n1.Consulting helps clients design and implement the talent strategies, organizational structures, and workforce capabilities and rewards to drive growth. The consulting teams collaborate across Korn Ferry to deliver integrated solutions that support end-to-end transformation—from strategy through execution.\n\n2.Digital develops and manages the technology, data, platform, and AI capabilities that power Talent Suite and help the Company unlock the value of Korn Ferry's Foundational Assets. Working closely with the Solution teams, Digital enables consultants and clients to access and apply Korn Ferry's insights through embedded and subscription-based offerings.\n\n3.Executive Search delivers industry-leading executive recruitment across global markets, powered by decades of expertise and deep industry/sector specialization and Korn Ferry’s own top-tier executive search professionals. The Company helps organizations recruit board-level, C-suite and senior executive talent, using proprietary assessments, leadership benchmarks and deep functional insight to identify leaders who align with strategy, culture and long-term priorities. This solution is managed and reported on a geographic basis and represents four of the Company’s reportable segments (Executive Search North America, Executive Search Europe, Middle East and Africa (“EMEA”), Executive Search Asia Pacific (\"APAC\") and Executive Search Latin America).\n\n4.Professional Search & Interim focuses on scalable, high impact recruiting and interim talent solutions at the professional level that offer flexibility and speed in dynamic business environments. Korn Ferry helps clients rapidly place permanent professionals and senior/professional interim leaders across business-critical functions such as Finance and Accounting, IT, HR and Operations.\n\n5.Recruitment Process Outsourcing (\"RPO\") provides high-volume, outsourced hiring solutions that deliver end-to-end talent acquisition services for enterprise clients. These programs are delivered through global Talent Delivery Centers, using a technology-enabled platform and are designed and managed to align with each client’s business objectives, leveraging Korn Ferry’s IP, data, science and deep talent expertise. Advanced technology and artificial intelligence (\"AI\")-driven tools are used to enhance the platform to drive scale, efficiency and quality, while offering an engaging experience for candidates throughout the hiring process.\n\nBasis of Consolidation and Presentation\n\nThe consolidated financial statements include the accounts of the Company and its wholly and majority owned/controlled domestic and international subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The preparation of the consolidated financial statements conform with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and prevailing practice within the Company's industry.\n\nThe Company has control of a Mexican subsidiary and consolidates the operations of this subsidiary. Noncontrolling interest, which represents the Mexican partners’ 51% interest in the Mexican subsidiary, is reflected on the Company’s consolidated financial statements.\n\nThe Company considers events or transactions that occur after the balance sheet date but before the consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosures.\n\nUse of Estimates and Uncertainties\n\nThe preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from these estimates, and changes in estimates are reported in current operations as new information is learned or upon the amounts becoming fixed or determinable.\n\nF-11\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nRevenue Recognition\n\nSubstantially all fee revenue is derived from talent and organizational consulting services and digital sales, stand-alone or as part of a solution, fees for professional services related to executive and professional recruitment performed on a retained basis, interim services and RPO.\n\nRevenue is recognized when control of the goods and services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods and services. Revenue contracts with customers are evaluated based on the five-step model outlined in Accounting Standards Codification (“ASC”) 606 (“ASC 606”), Revenue from Contracts with Customers: 1) identify the contract with a customer; 2) identify the performance obligation(s) in the contract; 3) determine the transaction price; 4) allocate the transaction price to the separate performance obligation(s); and 5) recognize revenue when (or as) each performance obligation is satisfied.\n\nConsulting fee revenue is primarily recognized as services are rendered, measured by total hours incurred as a percentage of the total estimated hours at completion. It is possible that updated estimates for consulting engagements may vary from initial estimates with such updates being recognized in the period of determination. Depending on the timing of billings and services rendered, the Company accrues or defers revenue as appropriate.\n\nDigital fee revenue is generated from IP-based software products enabling large-scale talent programs for pay, talent development, engagement, and assessment and is consumed directly by an end user or indirectly through a consulting engagement. Revenue is recognized as services are delivered and the Company has a legally enforceable right to payment. Revenue also comes from the sale of the Company’s product subscriptions, which are considered symbolic IP due to the dynamic nature of the content. As a result, revenue is recognized over the term of the contract. Functional IP licenses grant customers the right to use IP content via the delivery of a flat file. Because the IP content license has significant stand-alone functionality, revenue is recognized upon delivery and when an enforceable right to payment exists.\n\nFee revenue from executive and professional search activities is generally one-third of the estimated first-year cash compensation of the placed candidate, plus a percentage of the fee to cover indirect engagement-related expenses. In addition to the search retainer, an uptick fee is billed when the actual compensation awarded by the client for a placement is higher than the estimated compensation. In the aggregate, upticks have been a relatively consistent percentage of the original estimated fee; therefore, the Company estimates upticks using the expected value method based on historical data on a portfolio basis. In a standard search engagement, there is one performance obligation, which is the promise to undertake a search. The Company generally recognizes such revenue over the course of a search and when it is legally entitled to payment as outlined in the billing terms of the contract. Any revenues associated with services that are provided on a contingent basis are recognized once the contingency is resolved, as this is when control is transferred to the customer. These assumptions determine the timing of revenue recognition for the reported period. In addition to talent acquisition for permanent placement roles, the Professional Search & Interim segment also offers recruitment services for interim roles. Interim roles are short-term in duration, generally less than 12 months. Generally, each interim role is a separate performance obligation. The Company recognizes fee revenue over the duration that the interim resources’ services are provided which also aligns to the contracted invoicing plan and enforceable right to payment.\n\nRPO fee revenue is generated through two distinct phases: 1) the implementation phase and 2) the post-implementation recruitment phase. The fees associated with the implementation phase are recognized over the period that the related implementation services are provided. The post-implementation recruitment phase represents end-to-end recruiting services to clients for which there are both fixed and variable fees, which are recognized over the period that the related recruiting services are performed.\n\nReimbursements\n\nThe Company incurs certain out-of-pocket expenses that are reimbursed by its clients, which are accounted for as revenue in the consolidated statements of income.\n\nAllowance for Doubtful Accounts\n\nAn allowance is established for doubtful accounts by taking a charge to general and administrative expenses. The Company’s expected credit loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers’ trade accounts receivable. Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is primarily based on historical loss-rate experience. When required, the Company adjusts the loss-rate methodology to account for current conditions and reasonable and supportable expectations of future economic and market conditions. The Company generally assesses future economic conditions for a period of sixty to ninety days, which corresponds with the contractual life of its accounts receivable. After the Company exhausts its collection efforts, the amount of the allowance is reduced for balances written off as uncollectible.\n\nF-12\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nCash and Cash Equivalents\n\nThe Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. As of April 30, 2026 and 2025, the Company’s investments in cash equivalents consisted of money market funds and as of April 30, 2025 also consisted of commercial paper with initial maturity of less than 90 days for which market prices are readily available. The Company maintains its cash and cash equivalents in bank accounts that exceed federally insured FDIC limits. The Company has not experienced any losses in such accounts.\n\nMarketable Securities\n\nThe Company currently has investments in marketable securities and mutual funds that are classified as either equity securities or available-for-sale debt securities. The classification of the investments in these marketable securities and mutual funds is assessed upon purchase and reassessed at each reporting period. These investments are recorded at fair value and are classified as marketable securities in the accompanying consolidated balance sheets. The investments that the Company may sell within the next 12 months are carried as current assets.\n\nThe Company invests in mutual funds (for which market prices are readily available) that are held in trust to satisfy obligations under the Company’s deferred compensation plans. Such investments are classified as equity securities and mirror the employees’ investment elections in their deemed accounts in the Executive Capital Accumulation Plan and similar plans in Asia Pacific and Canada (collectively, “ECAP”) from a pre-determined set of securities. Realized gains (losses) on marketable securities are determined by specific identification. Interest is recognized on an accrual basis; dividends are recorded as earned on the ex-dividend date. Interest, dividend income and the changes in fair value in marketable securities are recorded in the accompanying consolidated statements of income in other income, net.\n\nThe Company also invests cash in excess of its daily operating requirements and capital needs primarily in marketable fixed income (debt) securities in accordance with the Company’s investment policy, which restricts the type of investments that can be made. The Company’s investment portfolio includes commercial paper, corporate notes/bonds and U.S. Treasury and Agency securities. These marketable fixed income (debt) securities are classified as available-for-sale securities based on management’s decision, at the date such securities are acquired, not to hold these securities to maturity or actively trade them. The Company carries these marketable debt securities at fair value based on the market prices for these marketable debt securities or similar debt securities whose prices are readily available. The changes in fair values, net of applicable taxes, are recorded as unrealized gains or losses as a component of comprehensive income unless the change is due to credit loss. A credit loss is recorded in the consolidated statements of income in other income, net; any amount in excess of the credit loss is recorded as unrealized losses as a component of comprehensive income. Generally, the amount of the loss is the difference between the cost or amortized cost and its then current fair value; a credit loss is the difference between the discounted expected future cash flows to be collected from the debt security and the cost or amortized cost of the debt security. During fiscal 2026, 2025 and 2024, no amount was recognized as a credit loss for the Company’s available-for-sale debt securities.\n\nFair Value of Financial Instruments\n\nFair value is the price the Company would receive to sell an asset or transfer a liability (exit price) in an orderly transaction between market participants. For those assets and liabilities recorded or disclosed at fair value, the Company determines the fair value based upon the quoted market price, if available. If a quoted market price is not available for identical assets, the fair value is based upon the quoted market price of similar assets. The fair values are assigned a level within the fair value hierarchy as defined below:\n\n▪Level 1: Observable inputs such as quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.\n\n▪Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.\n\n▪Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.\n\nAs of April 30, 2026 and 2025, the Company held certain assets that are required to be measured at fair value on a recurring basis. These included cash equivalents, accounts receivable, marketable securities and foreign currency forward contracts. The carrying amount of cash equivalents and accounts receivable approximates fair value due to the short-term maturity of these instruments. The fair values of marketable securities classified as equity securities are obtained from quoted market prices, and the fair values of marketable securities classified as available-for-sale and foreign currency forward contracts are obtained from a third party, which are based on quoted prices or market prices for similar assets and financial instruments.\n\nF-13\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nForeign Currency Forward Contracts Not Designated as Hedges\n\nThe Company has established a program that primarily utilizes foreign currency forward contracts to offset the risks associated with the effects of certain foreign currency exposures primarily originating from intercompany balances due to cross border work performed in the ordinary course of business. These foreign currency forward contracts are neither used for trading purposes nor are they designated as hedging instruments pursuant to ASC 815, Derivatives and Hedging. Accordingly, the fair value of these contracts is recorded as of the end of the reporting period in the accompanying consolidated balance sheets, while the change in fair value is recorded in the accompanying consolidated statements of income.\n\nBusiness Acquisitions\n\nBusiness acquisitions are accounted for under the acquisition method. The acquisition method requires the reporting entity to identify the acquirer, determine the acquisition date, recognize and measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquired entity, and recognize and measure goodwill or a gain from the purchase. The acquiree’s results are included in the Company’s consolidated financial statements from the date of acquisition. Identifiable assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over the amounts recognized is recorded as goodwill, or if the fair value of the assets acquired exceeds the purchase price consideration, a bargain purchase gain is recorded. Among other things, goodwill arises because the purchase prices for businesses acquired reflect a number of factors including the future earnings and cash flow potential of the businesses, the multiple to earnings, cash flow and other factors at which similar businesses have been purchased by other acquirers, the competitive nature of the processes by which the Company acquired the businesses, avoidance of the time and costs which would be required (and the associated risks that would be encountered) to enhance the Company's existing product offerings to key target markets and enter into new and profitable businesses and the complementary strategic fit and resulting synergies these businesses bring to existing operations. Adjustments to fair value assessments that existed about the assets and liabilities at the acquisition date are generally recorded as a purchase price adjustment to goodwill over the measurement period (not longer than 12 months). The acquisition method also requires that acquisition-related transaction and post-acquisition restructuring costs be charged to expense as incurred and requires the Company to recognize and measure at fair value identifiable assets and liabilities including those arising from contingencies and contingent consideration in a business combination.\n\nLeases\n\nThe Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and current and non-current operating lease liability, in the consolidated balance sheets. Finance leases are included in property and equipment, net, other accrued liabilities and other liabilities in the consolidated balance sheets.\n\nROU assets represent the Company's right to use an underlying asset for the lease term, and the lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term on the commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term, with variable lease payments recognized in the periods in which they are incurred.\n\nThe Company has lease agreements with lease and non-lease components. For all leases with non-lease components the Company accounts for the lease and non-lease components as a single lease component.\n\nProperty and Equipment, Net\n\nProperty and equipment is carried at cost less accumulated depreciation. Leasehold improvements are amortized on a straight-line basis over the estimated useful life of the asset, or the lease term, whichever is shorter. Software development costs incurred for internal use projects are capitalized and once placed in service, amortized using the straight-line method over the estimated useful life, generally three to 10 years. All other property and equipment is depreciated or amortized on a straight-line basis over the estimated useful lives of three to 10 years.\n\nF-14\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nImpairment of Long-Lived Assets\n\nLong-lived assets include property, equipment, ROU assets and software developed or obtained for internal use. Management reviews the Company’s recorded long-lived assets for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company determines the extent to which an asset may be impaired based upon its expectation of the asset’s future usability, as well as on a reasonable assurance that the future cash flows associated with the asset will be in excess of its carrying amount. If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between fair value and the carrying value of the asset.\n\nDuring fiscal 2025 and 2024, the Company reduced its real estate footprint and as a result, the Company recognized an impairment charge of the ROU assets of $2.5 million and $1.6 million, respectively, and an impairment of leasehold improvements and furniture and fixtures of $0.2 million and $0.1 million, respectively, recorded in the accompanying consolidated statements of income in general and administrative expenses. During fiscal 2025 and 2024, the Company also recognized a software impairment charge in the Digital segment of $0.4 million and $1.5 million, respectively, which was recorded in the accompanying consolidated statements of income in general administrative expenses. There were no impairments of long-lived assets recorded during fiscal 2026.\n\nGoodwill and Intangible Assets\n\nGoodwill represents the excess of the purchase price over the net assets acquired. Goodwill is tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. Results of the annual qualitative test performed as of February 1, 2026, indicated that the fair value of each of the reporting units exceeded its carrying value and no indicators of impairment were identified. As a result, no impairment charge was recognized. As of April 30, 2026 and 2025, there were no indicators of potential impairment with respect to the Company's goodwill that would require further testing for impairment.\n\nIntangible assets primarily consist of customer lists, non-compete agreements, proprietary databases and IP. Intangible assets are recorded at their estimated fair value at the date of acquisition and are amortized in a pattern in which the asset is consumed if that pattern can be reliably determined, or using the straight-line method over their estimated useful lives, which range from one to 24 years. For intangible assets subject to amortization, an impairment loss is recognized if the carrying amount of the intangible assets is not recoverable and exceeds fair value. The carrying amount of the intangible assets is considered not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from use of the asset. The Company reviewed its intangible assets and did not identify any indicators of impairment as of April 30, 2026, 2025 and 2024.\n\nCompensation and Benefits Expense\n\nCompensation and benefits expense in the accompanying consolidated statements of income consist of compensation and benefits paid to consultants (employees who originate business), executive officers and administrative and support personnel. The most significant portions of this expense are salaries and the amounts paid under the annual performance-related bonus plan to employees. The portion of the expense applicable to salaries is comprised of amounts earned by employees during a reporting period. The portion of the expenses applicable to annual performance-related bonuses refers to the Company’s annual employee performance-related bonus with respect to a fiscal year, the amount of which is communicated and paid to each eligible employee following the completion of the fiscal year.\n\nAt the end of each fiscal year, annual performance-related bonuses take into account final individual consultant productivity (including referred work), Company/solution results, including profitability, the achievement of strategic objectives, the results of individual performance appraisals, competitive forces and the current and future economic conditions. Accordingly, each quarter the Company reevaluates the assumptions used to estimate annual performance-related bonus liability and adjusts the carrying amount of the liability recorded on the consolidated balance sheet and reports any changes in the estimate in current operations.\n\nBecause annual performance-based bonuses are communicated and paid only after the Company reports its full fiscal year results, actual performance-based bonus payments may differ from the prior year’s estimate. Such changes in the bonus estimate historically have not been significant. The performance-related bonus expense was $433.8 million, $400.2 million and $390.0 million for the years ended April 30, 2026, 2025 and 2024, respectively, included in compensation and benefits expense in the consolidated statements of income.\n\nF-15\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nOther expenses included in compensation and benefits expense are due to changes in deferred compensation and pension plan liabilities, changes in cash surrender value (“CSV”) of company-owned life insurance (“COLI”) contracts, amortization of stock-based compensation awards, commissions, payroll taxes and employee insurance benefits. Unearned compensation on the consolidated balance sheets includes long-term retention awards that are generally amortized over four-to-five years.\n\nDeferred Compensation and Pension Plans\n\nThe Company estimates the present value of the future benefits payable under the deferred compensation and pension plans as of the estimated payment commencement date. The Company also estimates the remaining number of years a participant will be employed by the Company. Then, each year during the period of estimated employment, the Company accrues a liability and recognizes expense for a portion of the future benefit using the unit credit cost method for the Senior Executive Incentive Plan (“SEIP”), Wealth Accumulation Plan (“WAP”), Enhanced Wealth Accumulation Plan (“EWAP”) and Worldwide Executive Benefit Plan (“WEB”) and the pension plan acquired under Hay Group, while the medical and life insurance plan and Long Term Performance Unit Plan (“LTPU Plan”) uses the projected unit credit cost method. The amounts charged to operations are made up of service and interest costs and the expected return on plan assets. Actuarial gains and losses are initially recorded in accumulated other comprehensive loss. The actuarial gains/losses included in accumulated other comprehensive loss are amortized to the consolidated statements of income, if at the beginning of the year, the amount exceeds 10% of the greater of the projected benefit obligation and market-related plan assets. The amortization included in periodic benefit cost is divided by the average remaining service of inactive plan participants, or the period for which benefits will be paid, if shorter. The expected return on plan assets takes into account the current fair value of plan assets and reflects the Company’s estimate for trust asset returns given the current asset allocation and any expected changes to the asset allocation and current and future market conditions.\n\nIn calculating the accrual for future benefit payments, management has made assumptions regarding employee turnover, participant vesting, violation of non-competition provisions and the discount rate. Management periodically reevaluates all assumptions. If assumptions change in future reporting periods, the changes may impact the measurement and recognition of benefit liabilities and related compensation expense.\n\nExecutive Capital Accumulation Plan\n\nThe Company, under the ECAP, makes discretionary contributions and such contributions may be granted to key employees annually based on the employee’s performance. Certain key management may also receive Company contributions upon commencement of employment. The Company amortizes these contributions on a straight-line basis as they vest, generally over a five-year period. The amounts that are expected to be paid to employees over the next 12 months are classified as a current liability included in compensation and benefits payable in the accompanying consolidated balance sheets.\n\nThe ECAP is accounted for whereby the changes in the fair value of the vested amounts owed to the participants are adjusted with a corresponding charge (or credit) to compensation and benefits costs.\n\nCash Surrender Value of Life Insurance\n\nThe Company purchased COLI policies or contracts insuring the lives of certain employees eligible to participate in certain of the deferred compensation and pension plans as a means of funding benefits under such plans. The Company purchased both fixed and variable life insurance contracts and does not purchase “split-dollar” life insurance policy contracts. The CSV of these COLI contracts are carried at the amounts that would be realized if the contract were surrendered at the balance sheet date, net of the outstanding loans from the insurer. The Company has the intention and ability to continue to hold these COLI policies and contracts. Additionally, the loans secured by the policies do not have any scheduled payment terms and the Company also does not intend to repay the loans outstanding on these policies until death benefits under the policy have been realized. Accordingly, the investment in COLI is classified as long-term in the accompanying consolidated balance sheets.\n\nThe change in the CSV of COLI contracts, net of insurance premiums paid and gains realized, is reported net in compensation and benefits expense. As of April 30, 2026 and 2025, the Company held contracts with net CSV of $289.1 million and $252.6 million, respectively. If the issuing insurance companies were to become insolvent, 45% of the net CSV would be subject to credit risk as the Company would be considered a general creditor. Management, together with its outside advisors, routinely monitors the claims paying abilities of these insurance companies.\n\nRestructuring Charges, Net\n\nThe Company accounts for its restructuring charges as a liability when the obligations are incurred and records such charges at fair value. Changes in the estimates of the restructuring charges are recorded in the period the change is determined.\n\nF-16\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nEarnings Per Share\n\nThe Company treats unvested share-based payment awards that have non-forfeitable rights to dividends prior to vesting as a separate class of securities in calculating earnings per share. The Company has granted and expects to continue to grant to certain employees under its restricted stock agreements, grants that contain non-forfeitable rights to dividends. Such grants are considered participating securities. Therefore, the Company is required to apply the two-class method in calculating earnings per share. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. The dilutive effect of participating securities is calculated using the more dilutive of the treasury method or the two-class method.\n\nBasic earnings per common share was computed using the two-class method by dividing basic net earnings attributable to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per common share was computed using the two-class method by dividing diluted net earnings attributable to common stockholders by the weighted-average number of common shares outstanding plus dilutive common equivalent shares. Dilutive common equivalent shares include all in-the-money outstanding options or other contracts to issue common stock as if they were exercised or converted. Financial instruments that are not in the form of common stock, but when converted into common stock increase earnings per share, are anti-dilutive and are not included in the computation of diluted earnings per share.\n\nStock-Based Compensation\n\nThe Company has employee compensation plans under which various types of stock-based instruments are granted. These instruments principally include restricted stock units, restricted stock and an Employee Stock Purchase Plan (“ESPP”). The Company recognizes compensation expense related to restricted stock units, restricted stock and the estimated fair value of stock purchases under the ESPP on a straight-line basis over the service period for the entire award.\n\nTranslation of Foreign Currencies\n\nGenerally, financial results of the Company’s foreign subsidiaries are measured in their local currencies. Assets and liabilities are translated into U.S. dollars at exchange rates in effect at the balance sheet date, while revenue and expenses are translated using the daily exchange rates during the fiscal year. Resulting translation adjustments are recorded as a component of accumulated other comprehensive loss, net. Gains and losses from foreign currency transactions are included in general and administrative expenses in the period incurred. During fiscal 2026, 2025 and 2024, the Company recorded foreign currency losses of $4.2 million, $2.8 million and $4.5 million respectively, in general and administrative expenses in the consolidated statements of income.\n\nIncome Taxes\n\nThere are two components of income tax expense: current and deferred. Current income tax expense (benefit) approximates taxes to be paid or refunded for the current period. Deferred income tax expense (benefit) results from changes in deferred tax assets and liabilities between periods. These gross deferred tax assets and liabilities represent decreases or increases in taxes expected to be paid in the future because of future reversals of temporary differences in the basis of assets and liabilities as measured by tax laws and their basis as reported in the consolidated financial statements. Deferred tax assets are also recognized for tax attributes such as net operating loss carryforwards and tax credit carryforwards. Deferred tax assets and deferred tax liabilities are presented net on the consolidated balance sheets by tax jurisdiction. Valuation allowances are then recorded to reduce deferred tax assets to the amounts management concludes are more likely than not to be realized.\n\nIncome tax benefits are recognized and measured based upon a two-step model: (1) a tax position must be more-likely-than-not to be sustained based solely on its technical merits in order to be recognized and (2) the benefit is measured as the largest dollar amount of that position that is more-likely-than-not to be sustained upon settlement. The difference between the benefit recognized for a position and the tax benefit claimed on a tax return is referred to as an unrecognized tax benefit. The Company records income tax-related interest and penalties within income tax expense.\n\nConcentration of Credit Risk\n\nFinancial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, investments, foreign currency forward contracts, receivables due from clients and net CSV due from insurance companies, which are discussed above. Cash equivalents include investments in money market securities and may include commercial papers and U.S. Treasury and Agency securities, while investments include mutual funds, commercial papers, corporate notes/bonds and U.S. Treasury and Agency securities. Investments are diversified throughout many industries and geographic regions. The Company maintains its cash and cash equivalents in bank accounts that exceed federally insured FDIC limits. The Company has not experienced any losses in such accounts. The Company conducts periodic reviews of its customers’ financial condition and customer payment practices to minimize collection risk on accounts receivable. As of April 30, 2026 and 2025, the Company had no other significant credit concentrations.\n\nF-17\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nAdvertising Costs\n\nAdvertising costs are expensed as incurred, except for certain sponsorship arrangements which are capitalized and amortized over the period in which the related economic benefits are expected to be realized. Advertising costs to be expensed within one year are included in prepaid expenses and other assets, while advertising costs anticipated to be expensed beyond one year are included in investments and other assets in the accompanying consolidated balance sheets. Included in general and administrative expenses in the Company's consolidated statements of income were advertising expense of $31.5 million, $25.9 million and $23.9 million in fiscal 2026, 2025 and 2024, respectively.\n\nRecently Adopted Accounting Standards\n\nIn December 2023, the Financial Accounting Standards Board (\"FASB\") issued an amendment to the accounting standard update for income taxes disclosures (\"ASU 2023-09\"). The new amendment provides improvements to annual income tax disclosures by requiring specific categories in the rate reconciliation and disaggregated information for income taxes paid. The amendment is effective for annual periods beginning after December 15, 2024, and can be applied on a prospective or retrospective basis. The Company adopted this guidance on a prospective basis in fiscal 2026 and it did not have a material impact on the consolidated financial statements.\n\nRecent Accounting Standards - Not Yet Adopted\n\nIn November 2024, the FASB issued an accounting update that requires public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period. This update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company will adopt this guidance in fiscal 2028 and in the interim periods beginning in fiscal 2029. The adoption of this guidance is not anticipated to have a material impact on the consolidated financial statements.\n\nIn July 2025, the FASB issued an amendment to the accounting update for measurement of credit losses for accounts receivable and contract assets. The amendment provides an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The amendment will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which the financial statements have not yet been issued or made available for issuance. The Company will adopt this guidance in the interim periods beginning in fiscal 2027. The adoption of this guidance is not anticipated to have a material impact on the consolidated financial statements.\n\nIn September 2025, the FASB issued an amendment to the accounting update for internal-use software. The new amendment removes all references to prescriptive and sequential software development stages and requires the Company to start capitalizing software costs when 1) management has authorized and committed to funding the software project and 2) it is probable that the project will be completed and the software will be used to perform the function intended. The amendment is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact of this accounting guidance on the consolidated financial statements.\n\nF-18\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\n2. Basic and Diluted Earnings Per Share\n\nThe following table summarizes basic and diluted earnings per common share attributable to common stockholders:\n\nYear Ended April 30,\n\n202620252024\n\n(in thousands, except per share data)\n\nNet income attributable to Korn Ferry$277,434 $246,062 $169,154 \n\nLess: distributed and undistributed earnings to nonvested restricted stockholders3,393 3,226 3,092 \n\nBasic net earnings attributable to common stockholders274,041 242,836 166,062 \n\nAdd: undistributed earnings to nonvested restricted stockholders2,062 2,104 2,122 \n\nLess: reallocation of undistributed earnings to nonvested restricted stockholders2,020 2,063 2,106 \n\nDiluted net earnings attributable to common stockholders$274,083 $242,877 $166,078 \n\nWeighted-average common shares outstanding:\n\nBasic weighted-average number of common shares outstanding51,42851,77851,038\n\nEffect of dilutive securities:   \n\nRestricted stock1,0761017388\n\nESPP15116\n\nDiluted weighted-average number of common shares outstanding52,51952,80651,432\n\nNet earnings per common share:\n\nBasic earnings per share$5.33 $4.69 $3.25 \n\nDiluted earnings per share$5.22 $4.60 $3.23 \n\nDuring fiscal 2026, 2025 and 2024, restricted stock awards of 0.6 million shares, 0.7 million shares and 1.0 million shares, respectively, were outstanding but not included in the computation of diluted earnings per share because they were anti-dilutive.\n\n3. Comprehensive Income\n\nComprehensive income is comprised of net income and all changes to stockholders’ equity, except those changes resulting from investments by stockholders (changes in paid-in capital) and distributions to stockholders (dividends) and is reported in the accompanying consolidated statements of comprehensive income. Accumulated other comprehensive loss, net of taxes, is recorded as a component of stockholders’ equity.\n\nThe components of accumulated other comprehensive loss, net were as follows:\n\nApril 30,\n\n20262025\n\n(in thousands)\n\nForeign currency translation adjustments$(81,518)$(93,904)\n\nDeferred compensation and pension plan adjustments, net of taxes8,721 7,604 \n\nMarketable securities unrealized (loss) gain, net of tax(30)57 \n\nAccumulated other comprehensive loss, net$(72,827)$(86,243)\n\nF-19\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nThe following table summarizes the changes in each component of accumulated other comprehensive loss, net:\n\nForeign\nCurrency\nTranslation\nDeferred\n\nCompensation\n\nand Pension\n\nPlan (1)\n\nUnrealized (Losses)\n\nGains on Marketable\n\nSecurities (2)\nAccumulated\nOther\nComprehensive\nLoss\n\n(in thousands)\n\nBalance as of May 1, 2023\n$(96,860)$4,381 $(285)$(92,764)\n\nUnrealized (losses) gains arising during the period\n(19,144)3,663 248 (15,233)\n\nReclassification of realized net losses to net income— 326 — 326 \n\nBalance as of April 30, 2024\n(116,004)8,370 (37)(107,671)\n\nUnrealized gains (losses) arising during the period\n22,100 (625)96 21,571 \n\nReclassification of realized net gains to net income\n— (141)(2)(143)\n\nBalance as of April 30, 2025\n(93,904)7,604 57 (86,243)\n\nUnrealized gains (losses) arising during the period\n12,386 1,162 (85)13,463 \n\nReclassification of realized net gains to net income\n— (45)(2)(47)\n\nBalance as of April 30, 2026\n$(81,518)$8,721 $(30)$(72,827)\n\n_______________________________\n\n(1)The tax effects on unrealized gains (losses) were $0.3 million, $(0.3) million and $1.3 million as of April 30, 2026, 2025 and 2024, respectively. The tax effects on reclassifications of realized net (gains) losses were $(0.1) million and $0.1 million as of April 30, 2025 and 2024, respectively.\n\n(2)The tax effects on unrealized gains was $0.1 million as of April 30, 2024.\n\n4. Employee Stock Plans\n\nStock-Based Compensation\n\nThe following table summarizes the components of stock-based compensation expense recognized in the Company’s consolidated statements of income for the periods indicated:\n\nYear Ended April 30,\n\n202620252024\n\n(in thousands)\n\nRestricted stock$46,850 $47,094 $39,077 \n\nESPP832 867 893 \n\nTotal stock-based compensation expense$47,682 $47,961 $39,970 \n\nStock Incentive Plan\n\nAt the Company's 2024 Annual Meeting of Stockholders, held on September 25, 2024, the Company's stockholders approved the Korn Ferry Amended and Restated 2022 Stock Incentive Plan (the \"Plan\"), which among other things, increased the total number of shares of the Company's common stock available for stock-based awards by 1,900,000 shares, leaving 2,848,558 shares available for issuance and extended the term of the Plan to September 25, 2034. The Plan requires a minimum one-year vesting for all future awards, and provides for the grant of awards to eligible participants, designated as either nonqualified or incentive stock options, restricted stock and restricted stock units, any of which may be market-based, and incentive bonuses, which may be paid in cash or stock or a combination thereof.\n\nRestricted Stock\n\nThe Company grants time-based restricted stock awards to executive officers and other senior employees that generally vest over a four-year period. In addition, certain key management members typically receive time-based restricted stock awards upon commencement of employment and may receive them annually in conjunction with the Company’s performance review. Time-based restricted stock awards are granted at a price equal to fair value, which is determined based on the closing price of the Company’s common stock on the grant date. The Company recognizes compensation expense for time-based restricted stock awards on a straight-line basis over the vesting period.\n\nF-20\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nThe Company also grants market-based restricted stock units to executive officers and other senior employees. The market-based units vest after three years depending upon the Company’s total stockholder return over the three-year performance period relative to other companies in its selected peer group. The fair value of these market-based restricted stock units are determined by using extensive market data that is based on historical Company and peer group information. The Company recognizes compensation expense for market-based restricted stock units on a straight-line basis over the vesting period.\n\nRestricted stock activity is summarized below:\n\nApril 30,\n\n202620252024\n\nShares Weighted-\nAverage\nGrant Date\nFair ValueShares Weighted-\nAverage\nGrant Date\nFair ValueShares Weighted-\nAverage\nGrant Date\nFair Value\n\n(in thousands, except per share data)\n\nNon-vested, beginning of year1,770$63.15 1,974$53.83 2,063$50.12 \n\nGranted847$72.89 719$73.35 854$51.32 \n\nVested(699)$54.87 (884)$50.54 (682)$40.09 \n\nForfeited(34)$65.60 (39)$42.03 (261)$52.22 \n\nNon-vested, end of year1,884$70.56 1,770$63.15 1,974$53.83 \n\nAs of April 30, 2026, there were 0.8 million shares outstanding relating to market-based restricted stock units with total unrecognized compensation totaling $26.6 million.\n\nAs of April 30, 2026, there was $77.7 million of total unrecognized compensation cost related to all non-vested awards of restricted stock, which is expected to be recognized over a weighted-average period of 2.3 years. During fiscal 2026, 2025 and 2024, 261,325 shares of restricted stock totaling $19.2 million, 262,930 shares of restricted stock totaling $17.4 million, and 212,204 shares of restricted stock totaling $10.7 million, respectively, were repurchased by the Company, at the option of the employee, to pay for taxes related to the vesting of restricted stock.\n\nEmployee Stock Purchase Plan\n\nThe Company has an ESPP that, in accordance with Section 423 of the Internal Revenue Code, allows eligible employees to authorize payroll deductions of up to 15% of their salary to purchase shares of the Company’s common stock. According to the plan the purchase price of the shares purchased could not be less than 85% or more than 100% of the fair market price of the common stock on the last day of the enrollment period. At the Company's 2022 Annual Meeting of Stockholders, held on September 22, 2022, the Company's stockholders approved the Korn Ferry Amended and Restated Employee Stock Purchase Plan, which, among other things, increased the total number of shares of the Company's common stock that may be purchased thereunder by 1,500,000 shares. Employees may not purchase more than $25,000 in stock during any calendar year. The maximum number of shares that may be issued under the ESPP is 4.5 million shares. During fiscal 2026, 2025, and 2024, employees purchased 119,512 shares at an average price of $62.89 per share, 129,940 shares at an average price of $60.56 per share and 173,671 shares at an average price of $48.06 per share, respectively. As of April 30, 2026, the ESPP had approximately 1.4 million shares remaining available for future issuance.\n\nCommon Stock\n\nDuring fiscal 2026, 2025 and 2024, the Company repurchased (on the open market or through privately negotiated transactions) 1,790,225 shares of the Company’s common stock for $116.1 million, 1,276,500 shares for $88.9 million and 930,000 shares for $52.5 million, respectively.\n\nCash Dividends\n\nThe following table shows the Company's cash dividend declared per share for the periods indicated:\n\nYear Ended April 30,\n\n202620252024\n\nCash dividends declared per share\n$1.99 $1.59 $1.02 \n\nF-21\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\n5. Financial Instruments\n\nThe following tables show the Company’s financial instruments and balance sheet classification as of April 30, 2026 and 2025:\n\nApril 30, 2026\n\nFair Value Measurement Balance Sheet Classification\n\nCostUnrealized\nGainsUnrealized\nLossesFair\nValueCash and\nCash\nEquivalentsMarketable\nSecurities,\nCurrentMarketable\nSecurities,\nNon-current\nIncome Taxes & Other Receivables\n\n(in thousands)\n\nChanges in Fair Value Recorded in\n\nOther Comprehensive Income\n\nLevel 2:\n\nCommercial paper$1,508 $— $(2)$1,506 $— $1,506 $— $— \n\nCorporate notes/bonds40,473 18 (59)40,432 — 23,457 16,975 — \n\nU.S. Treasury and Agency Securities501 1 — 502 — 502 — — \n\nTotal debt investments$42,482 $19 $(61)$42,440 $— $25,465 $16,975 $— \n\nChanges in Fair Value Recorded in\n\nNet Income\n\nLevel 1:\n\nMutual funds (1)\n$243,606 $— $13,449 $230,157 $— \n\nTotal equity investments$243,606 $— $13,449 $230,157 $— \n\nCash$783,125 $783,125 $— $— $— \n\nMoney market funds312,320 312,320 — — — \n\nLevel 2:     \n\nForeign currency forward contracts283 — — — 283 \n\nTotal$1,381,774 $1,095,445 $38,914 $247,132 $283 \n\nF-22\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nApril 30, 2025\n\nFair Value Measurement Balance Sheet Classification\n\nCostUnrealized\nGainsUnrealized\nLossesFair\nValueCash and\nCash\nEquivalentsMarketable\nSecurities,\nCurrentMarketable\nSecurities,\nNon-current\nIncome Taxes and Other Receivables\n\n(in thousands)\n\nChanges in Fair Value Recorded in\n\nOther Comprehensive Income\n\nLevel 2:\n\nCommercial paper$3,842 $— $(1)$3,841 $500 $3,341 $— $— \n\nCorporate notes/bonds32,747 83 (10)32,820 — 18,709 14,111 — \n\nU.S. Treasury and Agency Securities3,497 4 — 3,501 — 1,995 1,506 — \n\nTotal debt investments$40,086 $87 $(11)$40,162 $500 $24,045 $15,617 $— \n\nChanges in Fair Value Recorded in\n\nNet Income\n\nLevel 1:\n\nMutual funds (1)\n$230,352 $— $12,343 $218,009 $— \n\nTotal equity investments$230,352 $— $12,343 $218,009 $— \n\nCash$704,091 $704,091 $— $— $— \n\nMoney market funds302,373 302,373 — — — \n\nLevel 2:\n\nForeign currency forward contracts891 — — — 891 \n\nTotal$1,277,869 $1,006,964 $36,388 $233,626 $891 \n\n_______________________________\n\n(1)These investments are held in trust for settlement of the Company’s vested obligations of $222.1 million and $205.3 million as of April 30, 2026 and 2025, respectively, under the ECAP (see Note 6 — Deferred Compensation and Retirement Plans). Unvested obligations under the deferred compensation plans totaled $18.9 million and $19.5 million as of April 30, 2026 and 2025, respectively. During fiscal 2026, 2025 and 2024 the fair value of the investments increased; therefore, the Company recognized income of $31.9 million, $17.1 million and $29.8 million respectively, which was recorded in other income, net.\n\nInvestments in marketable securities classified as available-for-sale securities are made based on the Company’s investment policy, which restricts the types of investments that can be made. As of April 30, 2026 and 2025 marketable securities classified as available-for-sale consisted of commercial paper, corporate notes/bonds, and U.S. Treasury and Agency securities, for which market prices for similar assets are readily available. Investments that have an original maturity of 90 days or less and are considered highly liquid investments are classified as cash equivalents. As of April 30, 2026, available-for-sale marketable securities had remaining maturities ranging from less than 1 month to 24 months. During fiscal 2026, 2025 and 2024, there were $31.4 million, $32.7 million and $38.1 million in sales/maturities of available-for-sale marketable securities, respectively. Investments in marketable securities that are held in trust for settlement of the Company’s vested obligations under the ECAP are equity securities and are based upon the investment selections the employee elects from a pre-determined set of securities in the ECAP and the Company invests in equity securities to mirror these elections. As of April 30, 2026 and 2025, the Company’s investments in equity securities consisted of mutual funds for which market prices are readily available. Unrealized gains that relate to equity securities still held as of April 30, 2026, 2025 and 2024 were $14.6 million, $1.3 million and $25.1 million, respectively.\n\n6. Deferred Compensation and Retirement Plans\n\nThe Company has several deferred compensation and retirement plans for eligible consultants and vice presidents that provide defined benefits to participants based on the deferral of current compensation or contributions made by the Company subject to vesting and retirement or termination provisions.\n\nF-23\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nThe total benefit obligations for these plans were as follows:\n\nYear Ended April 30,\n\n20262025\n\n(in thousands)\n\nDeferred compensation and pension plans$325,128 $298,316 \n\nMedical and Life Insurance plan3,803 4,188 \n\nInternational retirement plans11,559 13,278 \n\nExecutive Capital Accumulation Plan227,171 210,606 \n\nTotal benefit obligation567,661 526,388 \n\nLess: current portion of benefit obligation (1)\n(56,887)(48,618)\n\nNon-current benefit obligation$510,774 $477,770 \n\n_______________________________\n\n(1)Current portion of benefit obligation is included in Compensation and benefits payable in the consolidated balance sheet.\n\nDeferred Compensation and Pension Plans\n\nThe EWAP was established in fiscal 1994, which replaced the WAP. Certain vice presidents elected to participate in a “deferral unit” that required the participant to contribute a portion of their compensation for an eight year period, or in some cases, make an after-tax contribution, in return for defined benefit payments from the Company over a fifteen year period at retirement age of 65 or later. Participants were able to acquire additional “deferral units” every five years. Vice presidents who did not choose to roll over their WAP units into the EWAP continue to be covered under the earlier version in which participants generally vest and commence receipt of benefit payments at retirement age of 65. In June 2003, the Company amended the EWAP and WAP, so as not to allow new participants or the purchase of additional deferral units by existing participants.\n\nIn conjunction with the acquisition of Hay Group, the Company acquired multiple pension and savings plans covering certain of its employees worldwide. Among these plans is a defined benefit pension plan for certain employees in the U.S. The assets of this plan are held separately from the assets of the sponsors in self-administered funds.\n\nOn July 8, 2016, the Company established the LTPU Plan in order to promote the success of the Company by providing a select group of management and highly compensated employees with nonqualified supplemental retirement benefits as an additional means to attract, motivate and retain such employees. A unit award has a base value of either $25,000 or $50,000 for the purpose of determining the payment that would be made upon early termination for a partially vested unit award. The units vest 25% on each anniversary date with the unit becoming fully vested on the fourth anniversary of the grant date, subject to the participant’s continued service as of each anniversary date. Each vested unit award will pay out an annual benefit of either $10,000, $12,500 or $25,000 for each of five years commencing on the seventh anniversary of the grant date.\n\nF-24\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nDeferred Compensation and Pension Plans\n\nThe following tables reconcile the benefit obligation for the deferred compensation and pension plans:\n\nYear Ended April 30,\n\n20262025\n\n(in thousands)\n\nChange in benefit obligation:\n\nBenefit obligation, beginning of year$316,883 $280,926 \n\nService cost50,105 46,147 \n\nInterest cost15,521 17,772 \n\nActuarial loss382 1,482 \n\nAdministrative expenses paid(202)(234)\n\nBenefits paid from plan assets(2,426)(1,900)\n\nBenefits paid from cash(35,988)(27,310)\n\nBenefit obligation, end of year344,275 316,883 \n\nChange in fair value of plan assets:\n\nFair value of plan assets, beginning of year18,567 18,523 \n\nActual return on plan assets2,699 1,547 \n\nBenefits paid from plan assets(2,426)(1,900)\n\nAdministrative expenses paid(202)(234)\n\nEmployer contributions509 631 \n\nFair value of plan assets, end of year19,147 18,567 \n\nFunded status and balance, end of year (1)\n$(325,128)$(298,316)\n\nCurrent liability$43,480 $36,332 \n\nNon-current liability281,648 261,984 \n\nTotal liability$325,128 $298,316 \n\nPlan Assets - weighted-average asset allocation:\n\nDebt securities44 %46 %\n\nEquity securities54 %50 %\n\nOther2 %4 %\n\nTotal100 %100 %\n\n_______________________________\n\n(1)The Company purchased COLI contracts insuring the lives of certain employees eligible to participate in the deferred compensation and pension plans as a means of funding benefits under such plans. As the COLI contracts are held in trust and are not separated from the Company's general corporate assets, they are not included in the funded status. As of April 30, 2026 and 2025, the Company held contracts with gross CSV of $361.2 million and $325.5 million, offset by outstanding policy loans of $72.2 million and $72.8 million, respectively.\n\nThe pension obligation in fiscal 2026 increased compared to fiscal 2025 due to the ongoing accruals for the LTPU Plan for additional awards issued in fiscal 2026.\n\nF-25\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nThe fair value measurements of the defined benefit plan assets fall within the following levels of the fair value hierarchy as of April 30, 2026 and 2025:\n\nLevel 1Level 2Level 3Total\n\n(in thousands)\n\nApril 30, 2026:\n\nMutual funds$— $18,788 $— $18,788 \n\nMoney market funds359 — — 359 \n\nTotal$359 $18,788 $— $19,147 \n\nApril 30, 2025:\n\nMutual funds$— $17,832 $— $17,832 \n\nMoney market funds735 — — 735 \n\nTotal$735 $17,832 $— $18,567 \n\nPlan assets are invested in various asset classes that are expected to produce a sufficient level of diversification and investment return over the long term. The investment goal is a return on assets that is at least equal to the assumed actuarial rate of return over the long term within reasonable and prudent levels of risk. Investment policies reflect the unique circumstances of the respective plans and include requirements designed to mitigate risk including quality and diversification standards. Asset allocation targets are reviewed periodically with investment advisors to determine the appropriate investment strategies for acceptable risk levels. The Company's target allocation ranges are as follows: equity securities 40% to 60% and debt securities 40% to 60%. Korn Ferry establishes its estimated long‑term return on plan assets considering various factors, including the targeted asset allocation percentages, historic returns and expected future returns.\n\nThe components of net periodic benefits costs are as follows:\n\nYear Ended April 30,\n\n202620252024\n\n(in thousands)\n\nService cost$50,105 $46,147 $43,879 \n\nInterest cost15,521 17,772 13,447 \n\nAmortization of actuarial loss589 248 818 \n\nExpected return on plan assets(1,112)(1,065)(1,088)\n\nNet prior service credit amortization(97)(97)(97)\n\nNet periodic benefit cost (1)\n$65,006 $63,005 $56,959 \n\n_______________________________\n\n(1)The service cost, interest cost and other components of net periodic benefit costs are included in compensation and benefits expense, interest expense, net and other income, net, respectively, on the consolidated statements of income.\n\nThe weighted-average assumptions used in calculating the benefit obligations were as follows:\n\nYear Ended April 30,\n\n202620252024\n\nDiscount rate, beginning of year4.74 %5.55 %4.77 %\n\nDiscount rate, end of year4.70 %4.74 %5.55 %\n\nRate of compensation increase0.00 %0.00 %0.00 %\n\nExpected long-term rates of return on plan assets6.25 %6.25 %6.00 %\n\nF-26\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nBenefit payments, which reflect expected future service, as appropriate, are expected to be paid over the next ten years as follows:\n\nYear Ending April 30,Deferred Retirement Plans\n\n(in thousands)\n\n2027\n$46,516 \n\n2028\n54,947 \n\n2029\n55,946 \n\n2030\n61,853 \n\n2031\n71,998 \n\n2032-2036\n321,926 \n\nMedical and Life Insurance Plan\n\nIn conjunction with the acquisition of Hay Group, the Company inherited a benefit plan which offers medical and life insurance coverage to 87 retired participants. The medical and life insurance benefit plan is closed to new entrants and is unfunded.\n\nThe following table reconciles the benefit obligation for the medical and life insurance plan:\n\nYear End April 30,\n\n20262025\n\n(in thousands)\n\nChange in benefit obligation:\n\nBenefit obligation, beginning of year$4,188 $4,227 \n\nInterest cost183 219 \n\nActuarial (gain) loss(136)214 \n\nBenefits paid(437)(472)\n\nParticipants' contributions5 — \n\nBenefit obligation, end of year$3,803 $4,188 \n\nCurrent liability$479 $553 \n\nNon-current liability3,324 3,635 \n\nTotal liability$3,803 $4,188 \n\nThe components of net periodic benefits costs are as follows:\n\nYear Ended April 30,\n\n202620252024\n\n(in thousands)\n\nInterest cost$183 $219 $217 \n\nNet prior service credit amortization\n(308)(308)(308)\n\nAmortization of actuarial gain(81)(119)(83)\n\nNet periodic benefit cost (1)\n$(206)$(208)$(174)\n\n_______________________________\n\n(1)The interest cost and the other components of net periodic benefit costs are included in interest expense, net and other income, net, respectively, on the consolidated statements of income.\n\nF-27\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nThe weighted-average assumptions used in calculating the medical and life insurance plan were as follows:\n\nYear Ended April 30,\n\n202620252024\n\nDiscount rate, beginning of year5.15 %5.62 %4.85 %\n\nDiscount rate, end of year5.13 %5.15 %5.62 %\n\nHealthcare care cost trend rate6.50 %6.75 %6.50 %\n\nBenefit payments, which reflect expected future service, as appropriate, are expected to be paid over the next ten years as follows:\n\nYear Ending April 30,Medical and Life Insurance\n\n(in thousands)\n\n2027\n$489 \n\n2028\n454 \n\n2029\n429 \n\n2030\n405 \n\n2031\n381 \n\n2032-2036\n1,547 \n\nInternational Retirement Plans\n\nThe Company also maintains various retirement plans and other miscellaneous deferred compensation arrangements in 25 foreign jurisdictions. The aggregate of the long-term benefit obligation accrued at April 30, 2026 and 2025 is $11.6 million for 3,823 participants and $13.3 million for 3,879 participants, respectively. The Company’s contribution to these plans was $16.9 million and $16.7 million in fiscal 2026 and 2025, respectively.\n\nExecutive Capital Accumulation Plan\n\nThe Company’s ECAP is intended to provide certain employees an opportunity to defer their salary and/or bonus on a pre-tax basis. In addition, the Company, as part of its compensation philosophy, makes discretionary contributions into the ECAP and such contributions may be granted to key employees annually based on the employee’s performance. Certain key members of management may also receive Company ECAP contributions upon commencement of employment. The Company amortizes these contributions on a straight-line basis over the service period, generally a five-year period. Participants have the ability to allocate their deferrals among a number of investment options and may receive their benefits at termination, retirement or ‘in service’ either in a lump sum or in quarterly installments over one-to-15 years. The ECAP amounts that are expected to be paid to employees over the next 12 months are classified as a current liability included in compensation and benefits payable on the accompanying consolidated balance sheets.\n\nThe Company issued ECAP awards during fiscal 2026, 2025 and 2024 of $5.3 million, $4.2 million and $7.1 million, respectively.\n\nThe ECAP is accounted for whereby the changes in the fair value of the vested amounts owed to the participants are adjusted with a corresponding charge (or credit) to compensation and benefits costs. During fiscal 2026, 2025 and 2024, the deferred compensation liability increased; therefore, the Company recognized a compensation expense of $31.1 million, $16.6 million and $29.5 million, respectively. Offsetting the increase in compensation and benefits expense in fiscal 2026, 2025 and 2024 was an increase in the fair value of marketable securities (held in trust to satisfy obligations of the ECAP liabilities) of $31.9 million, $17.1 million and $29.8 million in fiscal 2026, 2025 and 2024, respectively, recorded in other income, net on the consolidated statements of income.\n\nF-28\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nChanges in ECAP liability were as follows:\n\nYear Ended April 30,\n\n20262025\n\n(in thousands)\n\nBalance, beginning of year$210,606 $204,537 \n\nEmployee contributions7,724 9,212 \n\nAmortization of employer contributions5,739 6,031 \n\nGain on investment\n31,087 16,585 \n\nEmployee distributions(28,080)(25,513)\n\nExchange rate fluctuations95 (246)\n\nBalance, end of year227,171 210,606 \n\nLess: current portion(12,928)(11,733)\n\nNon-current portion$214,243 $198,873 \n\nAs of April 30, 2026 and 2025, the unamortized portion of the Company contributions to the ECAP was $13.8 million and $14.2 million, respectively.\n\nDefined Contribution Plan\n\nThe Company has a defined contribution plan (“401(k) plan”) for eligible employees. Participants may contribute up to 50% of their base compensation as defined in the plan agreement. In addition, the Company has the option to make matching contributions. The Company matches 10% of the employee contributions each pay period up to the IRS limit (excluding catch-up contributions) and then makes an additional discretionary match after the fiscal year. The Company made $3.4 million in matching contributions during fiscal 2026. In addition, the Company intends to make an additional matching contribution relating to fiscal 2026 of $2.9 million in fiscal 2027, which are accrued in compensation and benefits payable on the consolidated balance sheet. The Company made $3.4 million in matching contributions during fiscal 2025 and an additional $2.7 million in matching contributions in fiscal 2026 related to contributions made by employees in fiscal 2025. The Company made $3.5 million in matching contributions during fiscal 2024 and an additional $2.4 million in matching contributions in fiscal 2025 related to contributions made by employees in fiscal 2024.\n\nCompany Owned Life Insurance\n\nThe Company purchased COLI contracts insuring the lives of certain employees eligible to participate in the deferred compensation and pension plans as a means of setting aside funds to cover such plans. The gross CSV of these contracts of $361.2 million and $325.5 million as of April 30, 2026 and 2025, respectively, is offset by outstanding policy loans of $72.2 million and $72.8 million in the accompanying consolidated balance sheets as of April 30, 2026 and 2025, respectively. Total death benefits payable, net of loans under COLI contracts, were $604.6 million and $592.8 million at April 30, 2026 and 2025, respectively. Management intends to use the future death benefits from these insurance contracts to fund the deferred compensation and pension arrangements; however, there may not be a direct correlation between the timing of the future cash receipts and disbursements under these arrangements. The CSV of the underlying COLI investments increased by $11.6 million, $11.6 million and $8.8 million during fiscal 2026, 2025 and 2024, respectively, and was recorded as a decrease in compensation and benefits expense in the accompanying consolidated statements of income. Certain of the policies are held in trusts to provide additional benefit security for the deferred compensation and pension plans. As of April 30, 2026, COLI contracts with a net CSV of $251.5 million and death benefits, net of loans, of $543.1 million were held in trust for these purposes.\n\n7. Fee Revenue\n\nContract Balances\n\nA contract asset (unbilled receivables) is recorded when the Company transfers control of products or services before there is an unconditional right to payment. A contract liability (deferred revenue) is recorded when cash is received in advance of performance of the obligation. Deferred revenue represents the future performance obligations to transfer control of products or services for which the Company has already received consideration. Deferred revenue is presented in other accrued liabilities on the consolidated balance sheets.\n\nF-29\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nThe following table outlines the Company’s contract asset and liability balances as of April 30, 2026 and 2025:\n\nApril 30,\n\n20262025\n\n(in thousands)\n\nContract assets-unbilled receivables$106,286 $113,743 \n\nContract liabilities-deferred revenue$247,519 $245,379 \n\nDuring fiscal 2026, 2025, and 2024 the Company recognized revenue of $188.3 million, $184.9 million and $195.2 million, respectively, that were included in the contract liabilities balance at the beginning of the period.\n\nPerformance Obligations\n\nThe Company has elected to apply the practical expedient to exclude the value of unsatisfied performance obligations for contracts with a duration of one year or less, which applies to all executive search, professional search and to most of the fee revenue from the interim business. As of April 30, 2026, the aggregate transaction price allocated to the performance obligations that are unsatisfied for contracts with an expected duration of greater than one year at inception was $1,287.7 million. Of the $1,287.7 million of remaining performance obligations, the Company expects to recognize approximately $610.7 million in fiscal 2027, $394.0 million in fiscal 2028, $149.5 million in fiscal 2029 and the remaining $133.5 million in fiscal 2030 and thereafter. However, this amount should not be considered an indication of the Company’s future revenue as contracts with an initial term of one year or less are not included. Further, the Company's contract terms and conditions allow clients to increase or decrease the scope of services and such changes do not increase or decrease a performance obligation until the Company has an enforceable right to payment.\n\nDisaggregation of Revenue\n\nThe Company disaggregates its revenue by solution area and further by region for Executive Search. This information is presented in Note 12—Segments.\n\nThe following table provides further disaggregation of fee revenue by industry:\n\nYear Ended April 30,\n\n202620252024\n\nDollars% Dollars% Dollars%\n\n(dollars in thousands)\n\nIndustrial$910,507 31.3 %$814,619 29.9 %$813,919 29.5 %\n\nFinancial Services547,351 18.8 516,742 18.9 491,761 17.8 \n\nLife Sciences/Healthcare485,878 16.7 475,779 17.4 485,321 17.6 \n\nTechnology\n432,549 14.9 396,027 14.5 404,569 14.6 \n\nConsumer Goods\n348,360 12.0 349,196 12.8 382,175 13.8 \n\nEducation/Non–Profit/General182,824 6.3 177,725 6.5 184,926 6.7 \n\nFee Revenue$2,907,469 100.0 %$2,730,088 100.0 %$2,762,671 100.0 %\n\nF-30\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\n8. Credit Losses\n\nThe activity in the allowance for credit losses on the Company's trade receivables is as follows:\n\n(in thousands)\n\nBalance at May 1, 2023\n$44,377 \n\nProvision for credit losses20,715 \n\nWrite-offs(20,856)\n\nRecoveries of amounts previously written off454 \n\nForeign currency translation(498)\n\nBalance at April 30, 2024\n44,192 \n\nProvision for credit losses20,676 \n\nWrite-offs(25,082)\n\nRecoveries of amounts previously written off846 \n\nForeign currency translation(171)\n\nBalance at April 30, 2025\n40,461 \n\nProvision for credit losses16,262 \n\nWrite-offs(15,366)\n\nRecoveries of amounts previously written off457 \n\nForeign currency translation713 \n\nBalance at April 30, 2026\n$42,527 \n\nThe fair value and unrealized losses on available for sale debt securities, aggregated by investment category and the length of time the security has been in an unrealized loss position as of April 30, 2026 and 2025, are as follows:\n\nLess Than 12 Months12 Months or longerBalance Sheet Classification\n\nFair ValueUnrealized LossesFair ValueUnrealized LossesCash and Cash\nEquivalentsMarketable Securities, CurrentMarketable Securities, Non-Current\n\n(in thousands)\n\nBalance at April 30, 2025\n\nCommercial paper$3,841 $1 $— $— $500 $3,341 $— \n\nCorporate notes/bonds$7,803 $10 $— $— $— $4,630 $3,173 \n\nBalance at April 30, 2026\n       \n\nCommercial paper$1,506 $2 $— $— $— $1,506 $— \n\nCorporate notes/bonds$23,927 $58 $498 $1 $— $8,346 $16,079 \n\nThe Company only purchases high grade bonds that have a maturity from the date of purchase of no more than two years. The Company monitors the creditworthiness of its investments on a quarterly basis. The Company does not intend to sell the investments and does not believe it will be required to sell the investments before the investments mature and therefore recover the amortized cost basis.\n\nF-31\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\n9. Income Taxes\n\nIncome from continuing operations before provision for income taxes was as follows:\n\nYear Ended April 30,\n\n202620252024\n\n(in thousands)\n\nDomestic$197,461 $157,356 $70,716 \n\nForeign190,989 187,556 151,926 \n\nIncome before provision for income taxes$388,450 $344,912 $222,642 \n\nThe provision for domestic and foreign income taxes was as follows:\n\nYear Ended April 30,\n\n202620252024\n\n(in thousands)\n\nCurrent income taxes:\n\nFederal$15,709 $33,433 $31,466 \n\nState10,402 13,916 10,071 \n\nForeign49,698 52,891 40,853 \n\nCurrent provision for income taxes75,809 100,240 82,390 \n\nDeferred income taxes:   \n\nFederal24,832 (5,380)(15,693)\n\nState3,964 (1,853)(2,904)\n\nForeign3,025 829 (13,712)\n\nDeferred benefit for income taxes31,821 (6,404)(32,309)\n\nTotal provision for income taxes$107,630 $93,836 $50,081 \n\nThe reconciliation of the statutory federal income tax rate to the effective consolidated tax rate is as follows:\n\nYear Ended April 30, 2026\n\n (in thousands)%\n\nU.S. federal statutory income tax rate$81,574 21.0 %\n\nState and local income tax, net of federal income tax effect (1)\n11,089 2.9 \n\nForeign tax effects (2)\n13,204 3.4 \n\nNon-taxable or non-deductible items\n\nNon-deductible officer's compensation4,676 1.2 \n\nOther (3)\n(2,048)(0.5)\n\nEffect of cross-border tax laws\n(2,300)(0.6)\n\nChange in unrecognized tax benefits3,485 0.9 \n\nTax credits(1,022)(0.3)\n\nOther (3)\n(1,028)(0.3)\n\nEffective income tax rate$107,630 27.7 %\n\n_______________________________\n\n(1)For the year ended April 30, 2026, no single state or local jurisdiction accounted for more than 5% of the total income tax expense. The Company's state tax expense is primarily attributable to operations in Minnesota, New York, California, Illinois and New York City, which combined for more than 50% of this category, but none of which individually exceeded 5% of the total income tax expense.\n\n(2)No individual foreign jurisdiction exceeded 5% of total income tax expense for fiscal 2026, either in aggregate or for any individual category of reconciling items.\n\n(3)Reconciling items that are individually less than 5% of the total income tax expense.\n\nF-32\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nThe reconciliation of the statutory federal income tax rate to the effective consolidated tax rate is as follows for the years ended April 30, 2025 and 2024, prior to the adoption of ASU 2023-09:\n\nYear Ended April 30,\n\n20252024\n\nU.S. federal statutory income tax rate\n21.0 %21.0 %\n\nState tax, net of federal effect\n2.8 2.8 \n\nForeign tax rates differential\n4.7 4.0 \n\nNon-deductible officer's compensation\n1.6 1.9 \n\nChange in valuation allowance\n(0.5)(5.8)\n\nChange in uncertain tax positions\n(1.3)1.1 \n\nForeign-derived intangible income deduction\n(1.0)(1.2)\n\nRepatriation of earnings of foreign subsidiaries\n1.1 1.4 \n\nR&D tax credit\n(0.7)(1.5)\n\nOther\n(0.5)(1.2)\n\nEffective income tax rate\n27.2 %22.5 %\n\nComponents of deferred tax assets and liabilities were as follows:\n\nApril 30,\n\n20262025\n\n(in thousands)\n\nDeferred tax assets:\n\nDeferred compensation$157,813 $145,410 \n\nOperating lease liability17,218 18,015 \n\nLoss carryforwards19,828 25,565 \n\nReserves and accruals21,606 20,833 \n\nAllowance for doubtful accounts6,004 6,786 \n\nDeferred revenue3,066 6,112 \n\nGross deferred tax assets225,535 222,721 \n\nDeferred tax liabilities:\n\nOperating lease, right-of-use, assets(14,783)(14,531)\n\nIntangibles and goodwill(25,957)(24,753)\n\nProperty and equipment(35,558)(10,306)\n\nPrepaid expenses(17,508)(15,997)\n\nUnrealized gain on marketable securities\n(10,093)(6,502)\n\nOther(4,043)(2,584)\n\nGross deferred tax liabilities(107,942)(74,673)\n\nValuation allowances(10,109)(9,469)\n\nNet deferred tax asset$107,484 $138,579 \n\nF-33\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nDeferred tax assets are reduced by a valuation allowance if it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Management believes uncertainty exists regarding the realizability of certain deferred tax assets and has, therefore, established a valuation allowance offsetting deferred tax assets that are not more-likely-than-not to be realized. Realization of the deferred tax asset is dependent on the Company generating enough taxable income of the appropriate nature in future years. Although realization is not assured, management believes that it is more-likely-than-not that the net deferred tax assets will be realized. In fiscal 2026, the Company’s valuation allowance increased by $0.6 million primarily due to management's conclusion that deferred tax assets in certain jurisdictions, including net operating losses, were not more-likely-than-not to be realized. In fiscal 2025, the Company’s valuation allowance decreased by $3.0 million primarily due to the releases of valuation allowances against deferred tax assets, including net operating loss carryforwards, in certain foreign jurisdictions that were more-likely-than-not to be realized. In fiscal 2024, the Company's valuation allowance decreased by $12.7 million, primarily due to the release of a $9.7 million valuation allowance as a result of actions taken in connection with the global minimum tax, and other releases of valuation allowances against deferred tax assets, primarily net operating loss carryforwards, in certain foreign jurisdictions that were more-likely-than-not to be realized. Deferred tax assets and deferred tax liabilities are presented net on the consolidated balance sheets by tax jurisdiction.\n\nThe global minimum tax, which is also known as Pillar Two under the Organization for Economic Cooperation and Development framework on Base Erosion and Profit Shifting and was first applicable to Korn Ferry in fiscal 2025, did not have a material impact on the Company’s tax provision.\n\nAs of April 30, 2026, the Company had U.S. federal net operating loss carryforwards of $0.4 million, which if unutilized, will begin to expire in fiscal 2036. The Company has state net operating loss carryforwards of $17.1 million, which, if unutilized, will begin to expire in fiscal 2031. The Company also has foreign net operating loss carryforwards of $73.9 million, which, if unutilized, will begin to expire in fiscal 2027.\n\nThe Company continues to consider undistributed earnings of certain foreign subsidiaries to be indefinitely reinvested, and accordingly, has not provided deferred taxes on such earnings. While the Company does not anticipate the need to repatriate funds to the U.S. to satisfy domestic liquidity needs, it reviews cash positions regularly and, to the extent that it determines that all or a portion of foreign earnings are not indefinitely reinvested, the Company will record a deferred tax liability. The determination of the amount of the unrecognized deferred tax liability related to such undistributed earnings is not practicable.\n\nThe Company elected to treat taxes due on future U.S. inclusions in taxable income related to Global Intangible Low-Taxed Income as an expense when incurred (the “period cost method”) as opposed to factoring such amounts in the Company’s measurement of its deferred taxes (the “deferred method”).\n\nThe Company and its subsidiaries file federal and state income tax returns in the U.S. as well as in foreign jurisdictions. These income tax returns are subject to audit by the Internal Revenue Service (the “IRS”) and various state and foreign tax authorities. Currently, income tax returns of the Company’s subsidiaries are under audit in Germany, Saudi Arabia, India, United Kingdom and United States. The Company’s income tax returns are not otherwise under examination in any material jurisdiction. The statute of limitations varies by jurisdiction in which the Company operates. With few exceptions, however, the Company’s tax returns for years prior to fiscal 2019 are no longer open to examination by tax authorities (including U.S. federal, state and foreign).\n\nUnrecognized tax benefits are the differences between the amount of benefits of tax positions taken, or expected to be taken, on a tax return and the amount of benefits recognized for financial reporting purposes. As of April 30, 2026, the Company had a liability of $13.0 million for unrecognized tax benefits.\n\nA reconciliation of the beginning and ending balances of the unrecognized tax benefits is as follows:\n\nYear Ended April 30,\n\n202620252024\n\n(in thousands)\n\nUnrecognized tax benefits, beginning of year$10,856 $14,023 $10,566 \n\nAdditions based on tax positions related to the current year594 2,140 1,573 \n\nAdditions based on tax positions related to prior years1,748 993 2,208 \n\nSettlement with tax authority— (2,159)— \n\nLapse of applicable statute of limitations(243)(4,141)(324)\n\nUnrecognized tax benefits, end of year$12,955 $10,856 $14,023 \n\nF-34\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nAs of April 30, 2026, the Company had $13.0 million of unrecognized tax benefits. The full amount of unrecognized tax benefits would impact the effective income tax rate if recognized. The Company classifies interest and penalties related to unrecognized tax benefits as a component of the provision for income taxes. The Company had accruals of $4.0 million, $2.7 million and $2.1 million for interest related to unrecognized tax benefits as of April 30, 2026, 2025 and 2024, respectively. The Company had an accrual of $0.4 million and $0.4 million as of April 30, 2026 and 2025, respectively, for penalties related to unrecognized tax benefits. The Company recognized tax expense of $1.4 million and $0.8 million for interest and penalties related to unrecognized tax benefits during fiscal 2026 and 2025, respectively. The Company did not recognize a tax expense for interest and penalties related to unrecognized tax benefits during fiscal 2024.\n\nCash paid during the year for income taxes, net of refunds, is as follows:\n\nYear Ended\n\nApril 30, 2026\n\n(in thousands)\n\nU.S. Federal$17,348 \n\nState11,203 \n\nForeign\n\nCanada8,376 \n\nUnited Kingdom6,033 \n\nUnited Arab Emirates5,285 \n\nAustralia4,904 \n\nIndia4,879\n\nOther foreign31,742\n\nTotal\n$89,770 \n\nCash paid for income taxes, net of refunds, were $106.9 million and $72.1 million for fiscal years 2025 and 2024, respectively.\n\n10. Property and Equipment, Net\n\nProperty and equipment include the following:\n\nApril 30,\n\n20262025\n\n(in thousands)\n\nComputer equipment and software (1)\n$546,155 $485,901 \n\nLeasehold improvements57,746 71,485 \n\nFurniture and fixtures37,774 40,332 \n\nAutomobiles6,185 3,609 \n\nProperty and equipment, gross\n647,860 601,327 \n\nLess: accumulated depreciation and amortization(456,329)(427,717)\n\nProperty and equipment, net$191,531 $173,610 \n\n_______________________________\n\n(1)Depreciation expense for capitalized software was $60.8 million, $41.0 million and $36.5 million during fiscal 2026, 2025 and 2024, respectively. Depreciation expense for capitalized software includes $13.8 million of accelerated depreciation associated with the decision to sunset our Digital platform during fiscal 2026. The net book value of the Company’s computer software costs included in property and equipment, net was $162.0 million and $144.0 million as of April 30, 2026 and 2025, respectively.\n\nDepreciation expense for property and equipment was $74.5 million, $55.3 million and $52.4 million during fiscal 2026, 2025 and 2024, respectively.\n\nF-35\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\n11. Long-Term Debt\n\n4.625% Senior Unsecured Notes due 2027\n\nOn December 16, 2019, the Company completed a private placement of 4.625% Senior Unsecured Notes due 2027 (the “Notes”) with a $400.0 million principal amount pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The Notes were issued with a $4.5 million discount and will mature December 15, 2027, with interest payable semi-annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2020. The Notes represent senior unsecured obligations that rank equally in right of payment to all existing and future senior unsecured indebtedness. The Company may redeem the Notes prior to maturity, subject to certain limitations and premiums defined in the indenture governing the Notes. The Company may redeem the Notes at the principal amount, plus accrued and unpaid interest.\n\nThe Notes allow the Company to pay $25.0 million of dividends per fiscal year with no restrictions, plus an unlimited amount of dividends so long as the Company’s consolidated total leverage ratio is not greater than 3.50 to 1.00, and the Company is not in default under the indenture governing the Notes. The Notes are guaranteed by each of the Company's existing and future wholly owned domestic subsidiaries to the extent such subsidiaries guarantee the Company's credit facilities. The indenture governing the Notes requires that, upon the occurrence of both a Change of Control and a Rating Decline (each as defined in the indenture), the Company shall make an offer to purchase all of the Notes at 101% of their principal amount, and accrued and unpaid interest. The Company used the proceeds from the offering of the Notes to repay $276.9 million outstanding under the Company’s prior revolving credit facility and to pay expenses and fees in connection therewith. The remainder of the proceeds were used for general corporate requirements. The effective interest rate on the Notes was 4.86% as of April 30, 2026. As of April 30, 2026 and 2025, the fair value of the Notes was $396.5 million and $389.0 million, respectively, based on borrowing rates then required of notes with similar terms, maturity and credit risk. The fair value of the Notes was classified as a Level 2 measurement in the fair value hierarchy.\n\nLong-term debt, at amortized cost, consisted of the following:\n\nIn thousandsApril 30, 2026April 30, 2025\n\nSenior Unsecured Notes$400,000 $400,000 \n\nLess: Unamortized discount and issuance costs(1,435)(2,264)\n\nLong-term borrowings, net of unamortized discount and debt issuance costs$398,565 $397,736 \n\nCredit Facilities\n\nThe Company was party to a credit agreement dated as of December 16, 2019 (as amended, amended and restated or otherwise modified, the “Prior Credit Agreement”) with Bank of America, National Association as administrative agent and other lenders party thereto. The Prior Credit Agreement provided for a $650.0 million five-year senior secured revolving credit facility maturing June 24, 2027 (the “Prior Facility”).\n\nOn July 1, 2025, the Company entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association as administrative agent and other lender parties thereto. The Credit Agreement provides for an $850.0 million five-year senior secured revolving credit facility and other revolving commitments, as specified in the Credit Agreement (the “Facility” and together with the Prior Facility, the \"Facilities\"). The obligations under the Credit Agreement are secured by substantially all of the assets of the Company and those of its subsidiaries that are guarantors under the Credit Agreement. The Credit Agreement replaced the Prior Credit Agreement, and the Company repaid all outstanding obligations under the Prior Credit Agreement, and expenses and fees in connection therewith. Since the borrowing capacity under the new arrangement increased, the previously incurred unamortized and current debt issuance costs will be amortized over the life of the new arrangement.\n\nThe principal balance of the Facility, if any, is due at maturity. The Credit Agreement matures on July 1, 2030 and any unpaid principal balance is payable on this date. The Facilities may also be prepaid and terminated early by the Company at any time without premium or penalty (subject to customary breakage fees).\n\nAmounts outstanding under the Credit Agreement will bear interest at a rate equal to, at the Company’s election, either Term SOFR plus an interest rate margin between 1.125% per annum and 2.00% per annum, depending on the Company’s consolidated net leverage ratio, or base rate plus an interest rate margin between 0.125% per annum and 1.00% per annum, depending on the Company’s consolidated net leverage ratio. In addition, the Company will be required to pay to the lenders a quarterly commitment fee ranging from 0.175% to 0.30% per annum on the actual daily unused amount of the Facility based upon the Company’s consolidated net leverage ratio at such time, and fees relating to the issuance of letters of credit.\n\nF-36\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nAs of April 30, 2026 and 2025, there were no borrowings outstanding under the Facility or Prior Facility and the Company was in compliance with its debt covenants. The unamortized debt issuance costs associated with the Credit Agreement were $3.6 million as of April 30, 2026 and $2.2 million under the Prior Credit Agreement as of April 30, 2025. The debt issuance costs were included in other current assets and other non-current assets on the consolidated balance sheets.\n\nThe Company had a total of $845.7 million available under the Facility and $645.6 million available under the Prior Credit Agreement as of April 30, 2026 and 2025, respectively, after $4.3 million and $4.4 million of standby letters of credit were issued as of April 30, 2026 and 2025, respectively. The Company had a total of $15.5 million and $13.1 million of standby letters with other financial institutions as of April 30, 2026 and 2025, respectively. The standby letters of credit were generally issued as a result of entering into office premise leases.\n\nThe Company has outstanding borrowings against the CSV of COLI contracts of $72.2 million and $72.8 million at April 30, 2026 and 2025, respectively. CSV reflected in the accompanying consolidated balance sheets is net of the outstanding borrowings, which are secured by the CSV of the life insurance policies. Principal payments are not scheduled and interest is payable at least annually at various fixed and variable rates ranging from 4.76% to 8.00%.\n\n12. Segments\n\nThe Company has eight reportable segments: Consulting, Digital, Executive Search North America, Executive Search EMEA, Executive Search Asia Pacific, Executive Search Latin America, Professional Search & Interim and RPO.\n\nExecutive Search is managed by geographic regional leaders. Worldwide operations for Consulting, Professional Search & Interim and RPO are managed by their Chief Executive Officers while Digital is led by the President of Technology. The Executive Search geographic regional leaders, the Chief Executive Officers of Consulting, Professional Search & Interim and RPO and the President of Technology report directly to the Chief Executive Officer of the Company. The Company also operates Corporate to record global expenses.\n\nThe Company's chief executive officer is the Company's chief operating decision maker (\"CODM\"), which evaluates performance and allocates resources based on the review of the Company’s 1) fee revenue and 2) adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). To the extent that such costs or charges occur, Adjusted EBITDA excludes restructuring charges, integration/acquisition costs, certain separation costs and certain non-cash charges (goodwill, intangible asset, gain on modification of office lease and other impairment charges). The CODM is not provided asset information by reportable segment, because asset information is not used for purposes of evaluating segment performance or allocating resources among segments.\n\nF-37\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nFinancial highlights by reportable segments are as follows:\n\nYear Ended April 30, 2026\n\nExecutive Search\n\nConsulting\n\nDigital\n\nNorth America\n\nEMEA\n\nAsia Pacific\n\nLatin America\n\nProfessional Search & Interim\n\nRPO\n\nCorporate\n\nConsolidated\n\n(in thousands)\n\nFee revenue$691,654 $363,523 $583,394 $215,134 $97,527 $28,049 $561,077 $367,111 $— $2,907,469 \n\nTotal revenue$704,129 $364,383 $589,313 $216,517 $98,138 $28,092 $566,253 $371,816 $— $2,938,641 \n\nLess significant segment expenses\n\nCompensation and benefits(1)\n$476,106 $179,464 $402,010 $160,276 $66,886 $18,970 $201,102 $277,384 $80,387 \n\nGeneral and administrative expenses(2)\n52,692 41,686 26,743 18,220 9,014 3,567 18,551 18,823 72,338 \n\nCost of services\n48,593 31,387 3,486 376 690 214 221,120 13,284 — \n\nOther segment items(3)\n8,325 (1,283)(16,629)1,073 73 (262)4,324 4,667 (2,821)\n\nSegment Adjusted EBITDA\n118,413 113,129 173,703 36,572 21,475 5,603 121,156 57,658 (149,904)497,805 \n\nReconciliation of Segment Adjusted EBITDA\n\nDepreciation and amortization\n98,844 \n\nGain on modification of office lease\n(13,907)\n\nInterest expense, net\n19,998 \n\nIntegration/acquisition costs\n4,420 \n\nIncome tax provision\n107,630 \n\nNet income attributable to noncontrolling interest\n3,386 \n\nNet income attributable to Korn Ferry\n$277,434 \n\n_______________________________\n\n(1)Includes salaries and payroll taxes, employee insurance benefits, commissions, annual performance-related bonus expense, amortization of unearned compensation, stock-based compensation awards, changes in deferred compensation and pension plan liabilities and changes in CSV of COLI contracts. Excludes integration/acquisition costs as they are excluded from Adjusted EBITDA.\n\n(2)Mainly includes premise and office expense, marketing and business development expense, bad debts, legal and other professional fees and foreign exchange gains/losses. Excludes gain on modification of office lease as it is excluded from Adjusted EBITDA.\n\n(3)Includes reimbursed expenses and other income, net.\n\nF-38\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nYear Ended April 30, 2025\n\nExecutive Search\n\nConsulting\n\nDigital\n\nNorth America\n\nEMEA\n\nAsia Pacific\n\nLatin America\n\nProfessional Search & Interim\n\nRPO\n\nCorporate\n\nConsolidated\n\n(in thousands)\n\nFee revenue$662,708 $363,530 $535,921 $194,088 $87,337 $28,862 $503,515 $354,127 $— $2,730,088 \n\nTotal revenue$674,070 $363,727 $542,068 $195,268 $87,840 $28,876 $507,246 $361,991 $— $2,761,086 \n\nLess significant segment expenses\n\nCompensation and benefits(1)\n$453,964 $179,487 $362,296 $145,397 $61,662 $18,175 $186,184 $269,043 $71,908 \n\nGeneral and administrative expenses(2)\n51,330 38,762 33,324 17,034 7,838 2,534 19,484 21,154 60,524 \n\nCost of services\n44,428 33,927 3,825 287 318 213 190,772 11,305 — \n\nOther segment items(3)\n8,867 (1,145)(5,619)861 (97)(195)3,206 7,854 (1,687)\n\nSegment Adjusted EBITDA\n115,481 112,696 148,242 31,689 18,119 8,149 107,600 52,635 (130,745)463,866 \n\nReconciliation of Segment Adjusted EBITDA\n\nDepreciation and amortization\n80,287 \n\nRestructuring charges, net\n1,892 \n\nInterest expense, net\n20,363 \n\nImpairment of right-to-use assets\n2,452 \n\nImpairment of fixed assets\n509 \n\nIntegration/acquisition costs\n8,837 \n\nManagement separation charges\n4,614 \n\nIncome tax provision\n93,836 \n\nNet income attributable to noncontrolling interest\n5,014 \n\nNet income attributable to Korn Ferry\n$246,062 \n\n_______________________________\n\n(1)Includes salaries and payroll taxes, employee insurance benefits, commissions, annual performance-related bonus expense, amortization of unearned compensation, stock-based compensation awards, changes in deferred compensation and pension plan liabilities and changes in CSV of COLI contracts. Excludes integration/acquisition costs and management separation charges as they are excluded from Adjusted EBITDA.\n\n(2)Mainly includes premise and office expense, marketing and business development expense, bad debts, legal and other professional fees and foreign exchange gains/losses. Excludes impairment of right-of-use assets and fixed assets and integration/acquisition costs as they are excluded from Adjusted EBITDA.\n\n(3)Includes reimbursed expenses and other income, net.\n\nF-39\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nYear Ended April 30, 2024\n\nExecutive Search\n\nConsulting\n\nDigital\n\nNorth America\n\nEMEA\n\nAsia Pacific\n\nLatin America\n\nProfessional Search & Interim\n\nRPO\n\nCorporate\n\nConsolidated\n\n(in thousands)\n\nFee revenue$695,007 $366,699 $506,927 $184,516 $85,863 $28,937 $540,615 $354,107 $— $2,762,671 \n\nTotal revenue$706,805 $366,924 $513,545 $185,552 $86,273 $28,956 $544,453 $362,997 $— $2,795,505 \n\nLess significant segment expenses\n\nCompensation and benefits(1)\n$484,468 $187,924 $371,237 $141,670 $58,835 $18,664 $210,356 $284,349 $72,613 \n\nGeneral and administrative expenses(2)\n54,176 38,452 31,588 16,351 8,831 4,761 23,846 18,612 58,400 \n\nCost of services\n45,399 33,290 3,419 513 184 218 205,765 11,227 — \n\nOther segment items(3)\n8,502 (1,411)(13,409)1,116 (500)(258)2,618 8,410 (2,915)\n\nSegment Adjusted EBITDA\n114,260 108,669 120,710 25,902 18,923 5,571 101,868 40,399 (128,098)408,204 \n\nReconciliation of Segment Adjusted EBITDA\n\nDepreciation and amortization\n77,966 \n\nRestructuring charges, net\n68,558 \n\nInterest expense, net\n20,968 \n\nImpairment of right-to-use assets\n1,629 \n\nImpairment of fixed assets\n1,575 \n\nIntegration/acquisition costs\n14,866 \n\nIncome tax provision\n50,081 \n\nNet income attributable to noncontrolling interest\n3,407 \n\nNet income attributable to Korn Ferry\n$169,154 \n\n_______________________________\n\n(1)Includes salaries and payroll taxes, employee insurance benefits, commissions, annual performance-related bonus expense, amortization of unearned compensation, stock-based compensation awards, changes in deferred compensation and pension plan liabilities and changes in CSV of COLI contracts. Excludes integration/acquisition costs as they are excluded from Adjusted EBITDA.\n\n(2)Mainly includes premise and office expense, marketing and business development expense, bad debts, legal and other professional fees and foreign exchange gains/losses. Excludes impairment of right-of use-assets and fixed assets and integration/acquisition costs as they are excluded from Adjusted EBITDA.\n\n(3)Includes reimbursed expenses and other income, net.\n\nFee revenue attributed to an individual customer or country, other than the U.S. and United Kingdom in fiscal 2026 and 2025, and in the U.S. in fiscal 2024, did not account for more than 10% of the total fee revenue in those fiscal years. Fee revenue classified by country in which the Company derives revenues are as follows:\n\nYear Ended April 30,\n\n202620252024\n\n(in thousands)\n\nU.S.$1,505,506 $1,448,174 $1,507,819 \n\nUnited Kingdom\n386,034 327,036 262,268 \n\nOther countries1,015,929 954,878 992,584 \n\nTotal fee revenue$2,907,469 $2,730,088 $2,762,671 \n\nF-40\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nDepreciation and amortization by reportable segments are as follows:\n\nYear Ended April 30,\n\n202620252024\n\n(in thousands)\n\nConsulting\n$14,168 $16,134 $16,822 \n\nDigital\n54,187 34,954 32,248 \n\nExecutive Search:\n\nNorth America\n1,430 1,416 1,774 \n\nEMEA\n2,364 1,935 1,726 \n\nAsia Pacific\n954 910 904 \n\nLatin America\n1,305 964 1,053 \n\nProfessional Search & Interim\n11,856 12,337 12,950 \n\nRPO\n4,258 3,317 2,863 \n\nCorporate\n8,322 8,320 7,626 \n\nTotal depreciation and amortization\n$98,844 $80,287 $77,966 \n\nOther than the U.S. and United Kingdom in fiscal 2026, 2025, and 2024, no single country had over 10% of the total long-lived assets, excluding financial instruments and tax assets. Long-lived assets, excluding financial instruments and tax assets, classified by location of the controlling statutory country are as follows:\n\nYear Ended April 30,\n\n202620252024\n\n(in thousands)\n\nU.S.(1)\n$203,538 $177,921 $175,691 \n\nUnited Kingdom66,703 71,632 64,280 \n\nOther countries92,276 76,769 82,342 \n\nTotal long-lived assets$362,517 $326,322 $322,313 \n\n_______________________________\n\n(1)Includes Corporate long-lived assets.\n\nChange in Reportable Segments in Fiscal 2027\n\nEffective May 1, 2026 for the Company's fiscal year 2027, the Company realigned its organizational structure by geography into three reportable segments: (i) The Americas, (ii) EMEA, and (iii) Asia Pacific. The Company will report financial information for these new reporting segments in fiscal 2027. This change in reporting is to occur beginning with periods commencing May 1, 2026.\n\n13. Restructuring Charges, Net\n\nIn fiscal 2024, in light of the challenging macroeconomic business environment arising from persistent inflationary pressures, rising interest rates and global economic and geopolitical uncertainty, on October 23, 2023, the Company initiated a plan (the “Plan”) intended to align its workforce with its current business realities through position eliminations. Due to the implementation of the Plan, the Company recorded restructuring charges of $68.6 million in fiscal 2024 across all segments related to severance for positions that were eliminated. During fiscal 2025, the Company made adjustments to previously recorded restructuring accruals resulting in restructuring charges of $1.9 million. During fiscal 2026, no restructuring charges were recorded.\n\nF-41\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nChanges in the restructuring liability were as follows:\n\nRestructuring Liability\n\n(in thousands)\n\nAs of May 1, 2023\n$8,004 \n\nRestructuring charges, net68,558 \n\nReductions for cash payments(57,636)\n\nNon-cash payments(15,421)\n\nExchange rate fluctuations399 \n\nAs of April 30, 2024\n3,904 \n\nRestructuring charges, net1,892 \n\nReductions for cash payments(5,786)\n\nExchange rate fluctuations159 \n\nAs of April 30, 2025\n$169 \n\nAs of April 30, 2026, there is no restructuring liability. As of April 30, 2025, the restructuring liability is included in the current portion of other accrued liabilities on the consolidated balance sheets.\n\nRestructuring charges incurred by segment were as follows:\n\nYear Ended April 30,\n\n2025\n\n2024\n\n(in thousands)\n\nConsulting$1,696 $18,871 \n\nDigital— 9,469 \n\nExecutive Search:\n\nNorth America— 8,825 \n\nEMEA196 17,265 \n\nAsia Pacific— 1,963 \n\nLatin America— 110 \n\nProfessional Search & Interim— 3,778 \n\nRPO— 7,885 \n\nCorporate— 392 \n\nConsolidated$1,892 $68,558 \n\n14. Goodwill and Intangible Assets\n\nChanges in the carrying value of goodwill by reportable segment were as follows:\n\nConsulting Digital Executive Search\nProfessional\n\nSearch & Interim\n\nRPO\nConsolidated\n\nNorth\nAmericaEMEA Asia\nPacific\n\n(in thousands)\n\nBalance as of May 1, 2024\n$172,994 $325,387 $46,154 $46,246 $972 $254,345 $62,278 $908,376 \n\nAdditions (1)\n— — — — — 36,857 — 36,857 \n\nExchange rate fluctuations202 668 (310)388 — 2,133 518 3,599 \n\nBalance as of April 30, 2025\n173,196 326,055 45,844 46,634 972 293,335 62,796 948,832 \n\nExchange rate fluctuations87 182 276 367 — 597 295 1,804 \n\nBalance as of April 30, 2026\n$173,283 $326,237 $46,120 $47,001 $972 $293,932 $63,091 $950,636 \n\n_______________________________\n\n(1)Additions to goodwill in fiscal 2025 were due to $36.9 million from the acquisition of Trilogy International (\"Trilogy\").\n\nF-42\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nTax deductible goodwill from acquisitions were as follows:\n\nApril 30,\n\n20262025\n\n(in thousands)\n\nSalo LLC (\"Salo\")\n$91,032 $98,779 \n\nInfinity Consulting Solutions (\"ICS\")\n51,231 55,785 \n\nMiller Heiman\n12,023 13,437 \n\nPIVOT Leadership\n3,126 3,812 \n\nTotal tax deductible goodwill from acquisitions\n$157,412 $171,813 \n\nIntangible assets include the following:\n\nApril 30, 2026April 30, 2025\n\n(in thousands)\n\nAmortized intangible assets:GrossAccumulated\nAmortizationNet GrossAccumulated\nAmortizationNet\n\nCustomer lists$197,370 $(158,008)$39,362 $197,370 $(139,957)$57,413 \n\nIntellectual property69,100 (64,038)5,062 69,100 (58,421)10,679 \n\nTrademarks12,857 (11,631)1,226 12,857 (10,928)1,929 \n\nProprietary databases4,256 (4,256)— 4,256 (4,256)— \n\nNon-compete agreements910 (910)— 910 (910)— \n\nTotal (1)\n$284,493 $(238,843)45,650 $284,493 $(214,472)70,021 \n\nExchange rate fluctuations208 172 \n\nTotal Intangible assets$45,858 $70,193 \n\n_______________________________\n\n(1)In fiscal 2026, there were no intangible assets additions. In fiscal 2025, there were intangible assets additions of $6.0 million from the acquisition of Trilogy.\n\nAcquisition-related intangible assets acquired in fiscal 2025 consists of customer relationships and tradenames of $5.2 million and $0.8 million, respectively, with weighted-average useful lives from the date of purchase of five years and two years, respectively.\n\nAmortization expense for amortized intangible assets was $24.4 million, $25.0 million and $25.6 million during fiscal 2026, 2025 and 2024, respectively. Estimated annual amortization expense related to amortizing intangible assets is as follows:\n\nYear Ending April 30,Estimated\nAnnual\nAmortization\nExpense\n\n(in thousands)\n\n2027\n$18,363 \n\n2028\n11,134 \n\n2029\n10,331 \n\n2030\n5,438 \n\n2031\n474 \n\nThereafter118 \n\n$45,858 \n\nAll amortizable intangible assets will be fully amortized by the end of fiscal 2032.\n\nF-43\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\n15. Leases\n\nThe Company’s lease portfolio is comprised of operating leases for office space and equipment and finance leases for equipment. Equipment leases are comprised of vehicles and office equipment. The majority of the Company’s leases include both lease and non-lease components. Non-lease components primarily include maintenance, insurance, taxes and other utilities. The Company combines fixed payments for non-lease components with its lease payments and accounts for them as a single lease component, which increases its ROU assets and lease liabilities. Some of the leases include one or more options to renew or terminate the lease at the Company’s discretion. Generally, the renewal and termination options are not included in the ROU assets and lease liabilities as they are not reasonably certain of exercise. The Company has elected not to recognize a ROU asset or lease liability for leases with an initial term of 12 months or less.\n\nAs most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of the future minimum lease payments. The Company applies the portfolio approach when determining the incremental borrowing rate since it has a centrally managed treasury function. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments in a similar economic environment.\n\nOperating leases contain both office and equipment leases and have remaining terms that range from less than one year to 11 years, some of which also include options to extend or terminate the lease. Finance leases are comprised of equipment leases and have remaining terms that range from less than one year to five years. Finance lease assets are included in property and equipment, net while finance lease liabilities are included in other accrued liabilities and other liabilities.\n\nDuring fiscal 2026, at the request of a landlord, the Company modified an office lease to shorten the lease term and in return the landlord agreed to pay the Company a fixed cash incentive. As a result of the office lease modification, the Company recorded a $13.9 million gain during fiscal 2026 that was included in general and administrative expenses in the accompanying consolidated statements of income. During fiscal 2025 and 2024, the Company reduced its real estate footprint and as a result recorded an impairment charge of the ROU assets of $2.5 million and $1.6 million, respectively, in the consolidated statements of income.\n\nThe components of lease expense were as follows:\n\nYear Ended April 30,\n\n202620252024\n\n(in thousands)\n\nFinance lease cost\n\nAmortization of ROU assets$1,805 $1,464 $1,605 \n\nInterest on lease liabilities205 176 212 \n\n2,010 1,640 1,817 \n\nOperating lease cost48,397 47,939 46,956 \n\nShort-term lease cost894 873 876 \n\nVariable lease cost10,987 10,877 13,324 \n\nGain on modification of office lease(13,907)— — \n\nLease impairment cost— 2,452 1,629 \n\nSublease income(6,215)(4,965)(4,359)\n\nTotal lease cost$42,166 $58,816 $60,243 \n\nF-44\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nSupplemental cash flow information related to leases was as follows:\n\nYear Ended April 30,\n\n202620252024\n\n(in thousands)\n\nCash paid for amounts included in the measurement of lease liabilities:\n\nOperating cash flows from operating leases$44,012 $52,033 $51,879 \n\nFinancing cash flows from finance leases$2,071 $1,631 $1,776 \n\nROU assets obtained in exchange for lease obligations:\n\nOperating leases$62,893 $27,430 $60,279 \n\nFinance leases$3,125 $811 $906 \n\nSupplemental balance sheet information related to leases was as follows:\n\nYear Ended April 30,\n\n20262025\n\n(in thousands)\n\nFinance Leases:\n\nProperty and equipment, at cost$9,734 $7,233 \n\nAccumulated depreciation(5,183)(4,210)\n\nProperty and equipment, net$4,551 $3,023 \n\nOther accrued liabilities$1,915 $1,369 \n\nOther liabilities2,682 1,770 \n\nTotal finance lease liabilities$4,597 $3,139 \n\nWeighted average remaining lease terms:\n\nOperating leases7.9 years7.0 years\n\nFinance leases2.7 years2.6 years\n\nWeighted average discount rate:\n\nOperating leases6.0 %5.9 %\n\nFinance leases5.4 %5.7 %\n\nF-45\n\nKORN FERRY AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nApril 30, 2026 (continued)\n\nMaturities of lease liabilities are as follows:\n\nYear Ending April 30,OperatingFinancing\n\n(in thousands)\n\n2027\n$38,459 $2,104 \n\n2028\n38,102 1,790 \n\n2029\n31,764 706 \n\n2030\n24,717 268 \n\n2031\n21,033 48 \n\nThereafter92,243 — \n\nTotal lease payments246,318 4,916 \n\nLess: imputed interest53,308 319 \n\nTotal$193,010 $4,597 \n\n16. Acquisition\n\nOn November 1, 2024, the Company completed its acquisition of Trilogy for $44.4 million, net of cash acquired and recognized goodwill of $36.9 million. Headquartered in London, Trilogy provides digital interim talent across EMEA and in the United States. Results of operations of Trilogy are included in the Company's consolidated financial statements from November 1, 2024, the effective date of the acquisition in the Professional Search & Interim segment.\n\n17. Commitments and Contingencies\n\nEmployment Agreements\n\nThe Company has a policy of entering into offer letters of employment or letters of promotion with vice presidents, which provide for an annual base salary and discretionary and incentive bonus payments. Certain key vice presidents who typically have been employed by the Company for several years may also have a standard form employment agreement. Upon termination without cause, the Company is required to pay the amount of severance due under the employment agreement, if any. The Company also requires its vice presidents to agree in their employment letters and their employment agreement, if applicable, not to compete with the Company during the term of their employment and for a certain period after their employment ends.\n\nLitigation\n\nFrom time to time, the Company has been and is involved in litigation incidental to its business. The Company is currently not a party to any litigation which, if resolved adversely against the Company, would, in the opinion of management, after consultation with legal counsel, have a material adverse effect on the Company’s business, financial position or results of operations.\n\n18. Subsequent Event\n\nQuarterly Dividend Declaration\n\nOn June 22, 2026, the Board of Directors of the Company (the \"Board\") declared a cash dividend of $0.55 per share with a payment date of July 31, 2026 to holders of the Company’s common stock of record at the close of business on July 6, 2026. The declaration and payment of future dividends under the quarterly dividend policy will be at the discretion of the Board and will depend upon many factors, including the Company’s earnings, capital requirements, financial condition, the terms of the Company’s indebtedness and other factors that the Board may deem to be relevant. The Board may amend, revoke or suspend the dividend policy at any time and for any reason.\n\nF-46"}