{"url_path":"/sec/kfy/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities","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":1246,"has_tables":true,"body_markdown":"Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities\n\nCommon Stock\n\nOur common stock is listed on the New York Stock Exchange under the symbol KFY. On June 18, 2026, there were approximately 64,410 stockholders of record of the Company’s common stock.\n\nPerformance Graph\n\nWe have presented below a graph comparing the cumulative total stockholder return of the Company’s shares with the cumulative total stockholder return on (1) the Standard & Poor’s 500 Stock Index and (2) the company-established peer group. Cumulative total return for each of the periods shown in the performance graph is measured assuming an initial investment of $100 on April 30, 2021 and the reinvestment of any dividends paid by the Company and any company in the peer group on the date the dividends were paid.\n\nOur peer group is comprised of a broad number of publicly traded companies, which are principally or in significant part involved in professional services. The peer group is comprised of the following 13 companies: CoStar Group, Inc. (CSGP), Cushman & Wakefield Plc. (CWK), Everforth Inc (EFOR), FTI Consulting Inc. (FCN), Huron Consulting Group Inc. (HURN), ICF International Inc. (ICFI), Insperity Inc. (NSP), Jones Lang Lasalle Inc. (JLL), ManpowerGroup Inc. (MAN), PageGroup Plc. (MPGPF), Robert Half International Inc. (RHI), TriNet Group, Inc. (TNET) and Verisk Analytics, Inc. (VRSK). We believe this group of professional services firms is reflective of similar sized companies in terms of our market capitalization, with significant global exposure that mirrors our global footprint and therefore provides a meaningful comparison of stock performance. The returns of each company have been weighted according to their respective stock market capitalization at the beginning of each measurement period for the purpose of arriving at a peer group average.\n\nThe stock price performance depicted in this graph is not necessarily indicative of future price performance. This graph will not be deemed to be incorporated by reference by any general statement incorporating this Annual Report on Form 10-K into any filing by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate this information by reference and shall not otherwise be deemed soliciting material or deemed filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.\n\nCOMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN (*)\n\nAmong Korn Ferry, the S&P 500 Index, and a Peer Group\n\nCopyright© 2026 Standard & Poor's, a division of S&P Global. All rights reserved.\n\n_______________________________\n\n(*)$100 invested on April 30, 2021 in stock or index, including reinvestment of dividends. Fiscal year ended April 30, 2026.\n\n27\n\nCapital Allocation Approach\n\nThe Company and its Board of Directors endorse a balanced approach to capital allocation. The Company’s long-term priority is to invest in growth initiatives, such as the hiring of consultants, the continued development of IP and derivative products and services, and the investment in synergistic, accretive M&A transactions that are expected to earn a return superior to the Company's cost of capital. Next, the Company’s capital allocation approach contemplates the return of a portion of excess capital to stockholders, in the form of a regular quarterly dividend, subject to the factors discussed below under “Dividends” and in more detail in the “Risk Factors” section of this Annual Report on Form 10-K. Additionally, the Company considers share repurchases on an opportunistic basis and subject to the terms of our indebtedness, as well as using excess cash to repay the Notes. See Note 11 — Long-Term Debt for a description of the Credit Agreement and indenture governing the Notes.\n\nDividends\n\nOn December 8, 2014, the Board of Directors (the \"Board\") adopted a dividend policy to distribute to our stockholders a regular quarterly cash dividend of $0.10 per share. Every quarter since the adoption of the dividend policy, the Company has declared a quarterly dividend. On June 21, 2021 and 2022, the Board increased the quarterly dividend to $0.12 per share and $0.15 per share, respectively. On June 26, 2023, the Board of the Company approved an increase of 20% in our quarterly dividend, which increased the quarterly dividend to $0.18 per share. On December 5, 2023, the Board approved an increase of 83% in the quarterly dividend, which increased the quarterly dividend to $0.33 per share. On June 12, 2024 and March 10, 2025, the Board approved an increase in our quarterly dividend, which increased the quarterly dividend to $0.37 per share and $0.48 per share, respectively. On March 5, 2026, the Board approved a 15% increase in our quarterly dividend, which increased the quarterly dividend to $0.55 per share.\n\nThe 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 conditions, the terms of the Company’s indebtedness and other factors that the Board may deem to be relevant. The Board may, however, amend, revoke or suspend the dividend policy at any time and for any reason.\n\nStock Repurchase Program\n\nOn September 18, 2025, the Board approved an increase in the Company’s stock repurchase program of $250 million, which brought our available capacity to repurchase shares in the open market or privately negotiated transactions to $331.4 million. Common stock may be repurchased from time to time in the open market or privately negotiated transactions at the Company’s discretion subject to market conditions and other factors. The Company repurchased approximately $116.1 million, $88.9 million and $52.5 million of the Company’s common stock during fiscal 2026, 2025 and 2024, respectively. Any decision to execute on our stock repurchase program will depend on our earnings, capital requirements, financial condition and other factors considered relevant by our Board. The Credit Agreement permits us to pay dividends to our stockholders and make share repurchases so long as there is no default under the Credit Agreement, the Company’s total funded debt to adjusted EBITDA ratio (as set forth in the Credit Agreement, the “consolidated net leverage ratio”) is no greater than 5.00 to 1.00, and we are in pro forma compliance with our financial covenant. Furthermore, our 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.\n\nIssuer Purchases of Equity Securities\n\nThe following table summarizes common stock repurchased by us during the fourth quarter of fiscal 2026:\n\nTotal Number of\n\nShares\n\nPurchased (1)\n\nAverage\n\nPrice Paid\n\nPer Share\n\nTotal Number of\n\nShares\n\nPurchased\n\nas Part of\n\nPublicly-\n\nAnnounced\n\nPrograms\n\nApproximate\n\nDollar Value of\n\nShares that\n\nMay Yet be\n\nPurchased\n\nunder the\n\nPrograms(2)\n\nFebruary 1, 2026 - February 28, 2026159,261$62.76 159,261$296.6 million\n\nMarch 1, 2026 - March 31, 2026637,181$62.30 635,000$257.0 million\n\nApril 1, 2026 - April 30, 2026446,197$65.60 446,197$227.7 million\n\nTotal1,242,639$63.55 1,240,458 \n\n_______________________________\n\n(1)Represents withholding of 2,181 shares to cover taxes on vested restricted shares, in addition to shares purchased as part of a publicly announced program.\n\n(2)On September 18, 2025, our Board approved an increase to the share repurchase program of $250 million. The shares can be repurchased in open market transactions or privately negotiated transactions at the Company's discretion. The share repurchase program has no expiration date. We repurchased approximately $78.8 million of the Company's common stock under the program during the fourth quarter of fiscal 2026."}