UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

For the fiscal year ended April 30, 2026

OR

For the transition period from ____to _____

Commission File Number 001-14505

KORN FERRY

(Exact Name of Registrant as Specified in its Charter)

(310) 552-1834

(Registrant’s Telephone Number, Including Area Code)

Securities Registered Pursuant to Section 12(b) of the Act:

Securities Registered Pursuant to Section 12(g) of the Act: None

Documents incorporated by reference

KORN FERRY

Index to Annual Report on Form 10-K for the Fiscal Year Ended April 30, 2026

PART I.

Company Overview

Korn Ferry (referred to herein as the “Company” or in the first-person notations “we,” “our” and “us”) is a global consulting firm that powers individual and business performance. The impact we create spans entire organizations, but it always starts with people.

The Korn Ferry Advantage

What We Know

How We Apply It

How We Help Clients Act on It

Intelligence in Action

Our Foundational Assets are the proprietary data, science and IP that inform our work and help clients make better people and organizational decisions.

Our Capabilities are the areas of expertise we bring to clients.

Our Integrated Solutions combine multiple Capabilities to address high-priority business challenges.

Go-To-Market Approach

Corporate Functions, Technology, and Global Footprint

Korn Ferry Institute

Culture & People

Operating Model and Financial Reporting Alignment

Fiscal 2026 Financial Performance

Fiscal 2026 highlights:

Fiscal 2026 highlights:

Fiscal 2026 highlights:

Fiscal 2026 highlights:

Available Information

The discussion below describes the material factors, events, and uncertainties that make an investment in our securities risky, and these risk factors should be considered carefully together with all other information in this Annual Report, including the financial statements and notes thereto. Statements in this section are based on the Company's beliefs and opinions regarding matters that could materially adversely affect the Company in the future. References to past events are provided by way of example only and are not intended to be a complete listing or representation as to whether or not such factors have occurred in the past. Moreover, the factors, events and contingencies discussed below are not the only ones we face and should not be considered a complete statement of all potential factors, events or contingencies that the Company faces or may face in the future. Our business, financial condition or results of operations could be materially adversely affected by the occurrence of any of these risks. Additional risks not presently known to us or that we currently deem immaterial may also arise and impair our business operations.

Risks Related to Our Business

We face significant competition. Competition in our industries could result in lost market share, reduced demand for our services, and/or require us to charge lower prices for our services, which could adversely affect our operating results and future growth.

We are limited in our ability to recruit candidates from certain of our clients due to off-limit agreements with those clients and for client relation and marketing purposes. Such limitations could harm our business.

Failure to recruit and retain qualified and experienced consultants could result in a loss of clients which in turn could cause a decline in our revenue and harm to our business.

Failing to maintain our professional reputation and the goodwill associated with our brand name could seriously harm our business.

As we develop new services, obtain clients, enter new practices and lines of business, and focus more of our business on providing a full range of client solutions, the demands on our business and our operating and legal risks may increase.

We are subject to potential legal liability from clients, employees, candidates for employment, stockholders and others. Insurance coverage may not be available to cover all of our potential liability and available coverage may not be sufficient to cover all claims that we may incur.

We are subject to numerous and varied government regulations across the jurisdictions in which we operate.

Our business and operations are impacted by developing laws and regulations, as well as evolving investor and customer expectations with regard to, corporate responsibility matters and reporting, which expose us to numerous risks.

Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability.

Risks Related to Our Profitability

We may not be able to align our cost structure with our revenue level, which in turn may require additional financing in the future that may not be available at all or may be available only on unfavorable terms.

Our financial results could suffer if we are unable to achieve or maintain adequate utilization and suitable billing rates for our consultants.

The profitability of our fixed-fee engagements with clients may not meet our expectations if we underestimate the cost of these engagements when pricing them.

Inflationary pressure has adversely impacted and may continue to adversely impact our profitability.

Risks Related to Accounting and Taxation

Foreign currency exchange rate risks affect our results of operations.

We have deferred tax assets that we may not be able to use under certain circumstances.

Risks Related to Our Financing/Indebtedness

Our level of indebtedness could adversely affect our financial condition, our ability to operate our business, react to changes in the economy or our industry, prevent us from fulfilling our obligations under our indebtedness and could divert our cash flow from operations for debt payments.

Despite our indebtedness levels, we and our subsidiaries may still incur substantially more debt, which could further exacerbate the risks associated with our substantial leverage.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly.

We may be unable to service our indebtedness.

The agreements governing our debt impose significant operating and financial restrictions on us and our subsidiaries, which may prevent us from capitalizing on business opportunities.

A decline in our operating results or available cash could cause us to experience difficulties in complying with covenants contained in more than one agreement, which could result in our bankruptcy or liquidation.

Risks Related to Technology, Cybersecurity and Intellectual Property

Technological advances may significantly disrupt the labor market and weaken demand for human capital at a rapid rate.

Our development and use of AI, as well as the adoption of AI by our clients, candidates, and competitors, present competitive, operational, financial, cybersecurity, legal, regulatory, and reputational risks that could adversely affect our business, financial condition, and results of operations.

Reliance on third party technology to provide technology and other support for both our internal operations and delivering services to our clients could adversely affect our ability to execute our strategic initiative if these third parties fail to perform their obligations.

We have invested in specialized technology and other IP for which we may fail to fully recover our investment, or which may become obsolete.

We rely heavily on our information systems, and if we lose that technology, or fail to further develop our technology, our business could be harmed.

We are subject to risk as it relates to software that we license from third parties.

We are dependent on third parties for the execution of certain critical functions.

Cybersecurity vulnerabilities and incidents have and may again lead to the improper disclosure of information obtained from our clients, candidates and employees, which could result in liability and harm to our reputation.

Data security, data privacy and data protection laws, such as the European Union General Data Protection Regulation (“GDPR”), and other evolving regulations and cross-border data transfer restrictions, may limit the use of our services, increase our costs and adversely affect our business.

Social media platforms present risks and challenges that can cause damage to our brand and reputation.

Risks Related to Acquisitions

Acquisitions, or our inability to effect acquisitions, may have an adverse effect on our business.

We may not be able to successfully integrate or realize the expected benefits from our acquisitions.

Businesses we acquire may have liabilities or adverse operating issues that could harm our operating results.

As a result of our acquisitions, we have substantial amounts of goodwill and intangible assets, and changes in business conditions could cause these assets to become impaired, requiring write-downs that would adversely affect our operating results.

Risks Related to Global Operations

We are a company whose performance is tied to local and global economic conditions that can be cyclical.

We face risks associated with social and political instability, legal requirements and economic conditions in our international operations.

Risks Related to Our Dividend Policy

You may not receive the level of dividends provided for in the dividend policy our Board of Directors has adopted or any dividends at all.

Our ability to pay dividends is restricted by agreements governing our debt, including our Credit Agreement and indenture governing our Notes, and by Delaware law.

Our dividend policy may limit our ability to pursue growth opportunities.

Risks Related to Our Stockholders

We have provisions that make an acquisition of us more difficult and expensive.

General Risk Factors

Failing to retain our executive officers and key personnel or integrate new members of our senior management who are critical to our business may prevent us from successfully managing our business in the future.

Unfavorable tax laws, tax law changes and tax authority rulings may adversely affect results.

Limited protection of our IP could harm our business, and we face the risk that our services or products may infringe upon the IP rights of others.

Not applicable.

Risk Management and Strategy

People

Technology

Process

Governance

Board of Directors Oversight

Management Oversight

Not applicable.

Information about our Executive Officers

PART II.

Common Stock

Performance Graph

Capital Allocation Approach

Dividends

Stock Repurchase Program

Issuer Purchases of Equity Securities

Forward-Looking Statements

This Annual Report on Form 10-K may contain certain statements that we believe are, or may be considered to be, “forward-looking” statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements generally can be identified by use of statements that include phrases such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “may,” “will,” “likely,” “estimates,” “potential,” “continue” or other similar words or phrases. Similarly, statements that describe our objectives, plans or goals, including the timing and anticipated impacts of our business strategy, expected demand for and relevance of our products and services, and expected results of our business diversification strategy, are also forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause our actual results or outcomes, or the timing of our results or outcomes, to differ materially from those contemplated by the relevant forward-looking statement. The principal risk factors that could cause actual performance, results, outcomes and timing and future actions to differ materially from the forward-looking statements include, but are not limited to, those relating to global and local political and or economic developments in or affecting countries where we have operations, such as inflation, trade wars, global slowdowns, or recessions, competition, geopolitical tensions, shifts in global trade patterns, changes in demand for our services as a result of automation, dependence on and costs of attracting and retaining qualified and experienced consultants, impact of inflationary pressures on our profitability, maintaining our relationships with customers and suppliers and retaining key employees, maintaining our brand name and professional reputation, potential legal liability and regulatory developments, portability of client relationships, consolidation of or within the industries we serve, changes and developments in governmental laws and regulations, evolving investor and customer expectations with regard to corporate responsibility matters, currency fluctuations in our international operations, risks related to growth, alignment of our cost structure, including as a result of workforce, real estate, and other restructuring initiatives, restrictions imposed by off-limits agreements, reliance on information processing systems, cyber security vulnerabilities or events, changes to data security, data privacy, and data protection laws, dependence on third parties for the execution of critical functions, limited protection of our intellectual property (“IP”), our ability to enhance and develop new technology, including artificial intelligence (“AI”), our ability to successfully recover from a disaster or other business continuity problems, employment liability risk, an impairment in the carrying value of goodwill and other intangible assets, the impact of treaties or regulations on our business and our Company, deferred tax assets that we may not be able to use, our ability to develop new products and services, changes in our accounting estimates and assumptions, the utilization and billing rates of our consultants, seasonality, the use of social media platforms, the ability to effect acquisitions and integrate acquired businesses, resulting organizational changes, our indebtedness, the ultimate magnitude and duration of any future pandemics or similar outbreaks, and related restrictions and operational requirements that apply to our business and the businesses of our clients, and any related negative impacts on our business, employees, customers and our ability to provide services in affected regions, and the matters disclosed under the heading “Risk Factors” in the Company’s Exchange Act reports, including Item 1A included in this Annual Report on Form 10-K. Readers are urged to consider these factors carefully in evaluating the forward-looking statements. The forward-looking statements included in this Annual Report on Form 10-K are made only as of the date of this Annual Report on Form 10-K, and we undertake no obligation to publicly update these forward-looking statements to reflect subsequent events, circumstances or otherwise, except as required by law.

The following presentation of management’s discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and related notes included in this Annual Report on Form 10-K. We also make available on the Investor Relations portion of our website earnings slides and other important information, which we encourage you to review.

Executive Summary

Korn Ferry (referred to herein as the “Company” or in the first-person notations “we,” “our” and “us”) is a global consulting firm that powers individual and business performance. The impact we create spans entire organizations, but it always starts with people.

Our Foundational Assets are the proprietary data, science and IP that inform our work and help clients make better people and organizational decisions.

Our Capabilities are the areas of expertise we bring to clients.

Our Integrated Solutions combine multiple Capabilities to address high-priority business challenges.

Critical Accounting Policies

RPO 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.

Results of Operations

(Numbers may not total exactly due to rounding)

(Numbers may not total exactly due to rounding)

Fiscal 2026 Compared to Fiscal 2025

Fee Revenue

Compensation and Benefits

General and Administrative Expenses

Cost of Services Expense

Depreciation and Amortization Expenses

Restructuring Charges, Net

Net Income Attributable to Korn Ferry

Adjusted EBITDA

Other Income, Net

Interest Expense, Net

Income Tax Provision

Net Income Attributable to Noncontrolling Interest

Liquidity and Capital Resources

Off-Balance Sheet Arrangements

Contractual Obligations

Cash Surrender Value of Company Owned Life Insurance Policies, Net of Loans

Accounting Developments

Recently Adopted Accounting Standards

Recent Accounting Standards - Not Yet Adopted

Foreign Currency Risk

Interest Rate Risk

Not applicable.

Not applicable.

PART III.

PART IV.

Financial Statements.

SIGNATURES

Pursuant 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.

Date: June 26, 2026

POWER OF ATTORNEY

KORN FERRY AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2026

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

June 26, 2026

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Korn Ferry

/s/ Ernst & Young LLP

Los Angeles, California

June 26, 2026

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Korn Ferry

Opinion on the Financial Statements

Basis for Opinion

Critical Audit Matter