8-K

KORN FERRY (KFY)

8-K 2026-03-09 For: 2026-03-09
View Original
Added on April 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________

FORM 8-K

_______________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 9, 2026

_______________________________________________________

KORN FERRY

(Exact name of registrant as specified in its charter)

_______________________________________________________

Delaware 001-14505 95-2623879
(State or other jurisdiction<br>of incorporation) (Commission <br>File Number) (IRS Employer<br>Identification No.)

1900 Avenue of the Stars, Suite 1225

Los Angeles, California 90067

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (310) 552-1834

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share KFY New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company            o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.            o

Item 2.02 Results of Operations and Financial Condition.

On March 9, 2026, Korn Ferry issued a press release announcing its third quarter fiscal year 2026 results. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Item 2.02 and the exhibit hereto are furnished to, but not filed with, the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit 99.1 Press Release, dated March 9, 2026.
Exhibit 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KORN FERRY
(Registrant)
Date: March 9, 2026 /s/ Robert P. Rozek
(Signature)
Name: Robert P. Rozek
Title: Executive Vice President, Chief Financial Officer and<br>Chief Corporate Officer

Document

Exhibit 99.1

imagea.jpg

FOR IMMEDIATE RELEASE Contacts:
Investor Relations: Tiffany Louder, (214) 310-8407
Media: Dan Gugler, (310) 226-2645

Korn Ferry Announces Third Quarter Fiscal 2026

Results of Operations

Highlights

▪Korn Ferry reports Q3 FY'26 fee revenue of $717.4 million, an increase of 7% year-over-year with growth in all solutions.

▪Net income attributable to Korn Ferry increased 12% year-over-year, with a margin of 9.1%.

▪Adjusted EBITDA increased 8% year-over-year, with a margin of 17.2%.

▪Diluted and adjusted diluted earnings per share were up 12% and 8% year-over-year, respectively.

▪Estimated remaining fees under existing contracts at the end of the third quarter was $1.9 billion, up 11% year-over-year, led by Digital +16%, Consulting +12% and RPO +10%.

Los Angeles, CA, March 9, 2026 – Korn Ferry (NYSE: KFY), a global consulting firm, today announced third quarter fee revenue of $717.4 million. In addition, third quarter diluted earnings per share was $1.23 and adjusted diluted earnings per share was $1.28.

“Our strong quarterly performance continues to reflect the evolution of our firm,” said Gary D. Burnison, CEO, Korn Ferry. “Today the world is enveloped by unprecedented levels of change – shifts in population, demographics and technological advancement that are converging to exert great impact on the way people live, work and consume. This environment provides tremendous opportunity for Korn Ferry.

“I am pleased with the synchronization of our expertise, globality and solutions to solve our clients’ toughest performance challenges. Most of all, I am energized by our talented colleagues around the world who are committed to enabling people and organizations to Be More Than,” added Burnison. “Success begins and ends with talent. As such, we are proud to be a Founding Partner of the LA28 Olympic and Paralympic Games, powering the people who power the Olympic Games.”

imagea.jpg

Selected Financial Results

(dollars in millions, except per share amounts) (a)

Third Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Fee revenue $ 717.4 $ 668.7 $ 2,147.7 $ 2,018.0
Total revenue $ 725.0 $ 676.5 $ 2,170.4 $ 2,041.3
Estimated remaining fees under existing contracts (b) $ 1,850.8 $ 1,669.4 $ 1,850.8 $ 1,669.4
Net income attributable to Korn Ferry $ 65.3 $ 58.4 $ 204.3 $ 181.8
Net income attributable to Korn Ferry margin 9.1 % 8.7 % 9.5 % 9.0 %
Basic earnings per share $ 1.25 $ 1.12 $ 3.91 $ 3.46
Diluted earnings per share $ 1.23 $ 1.10 $ 3.84 $ 3.40
Adjusted Results (c): Third Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Adjusted EBITDA $ 123.1 $ 114.5 $ 368.3 $ 342.7
Adjusted EBITDA margin 17.2 % 17.1 % 17.1 % 17.0 %
Adjusted net income attributable to Korn Ferry (d) $ 67.7 $ 63.3 $ 207.4 $ 191.1
Adjusted basic earnings per share (d) $ 1.30 $ 1.21 $ 3.97 $ 3.64
Adjusted diluted earnings per share (d) $ 1.28 $ 1.19 $ 3.89 $ 3.57

______________________

(a)Numbers may not total due to rounding.

(b)Estimated fee revenue associated with signed contracts for which revenue has not yet been recognized.

(c)Adjusted EBITDA refers to earnings before interest, taxes, depreciation and amortization, further adjusted to exclude integration/acquisition costs, impairment of fixed assets, impairment of right-of-use assets, gain on modification of an office lease, restructuring charges, net and management separation charges when applicable. Adjusted results on a consolidated basis are non-GAAP financial measures that adjust for the following, as applicable (see attached reconciliations):

Third Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Integration/acquisition costs $ 1.6 $ 2.1 $ 4.4 $ 7.1
Restructuring charges, net $ $ 1.3 $ $ 1.9
Impairment of fixed assets $ $ 0.5 $ $ 0.5
Impairment of right-of-use assets $ $ 2.5 $ $ 2.5
Gain on modification of office lease $ $ $ (13.9) $

______________________

(d) Adjusted net income attributable to Korn Ferry, Adjusted basic earnings per share and Adjusted diluted earnings per share are non-GAAP financial measures that adjust for the following, as applicable (see attached reconciliations):

Third Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Accelerated depreciation on Digital platform $ 1.7 $ $ 13.8 $
Integration/acquisition costs $ 1.6 $ 2.1 $ 4.4 $ 7.1
Restructuring charges, net $ $ 1.3 $ $ 1.9
Impairment of fixed assets $ $ 0.5 $ $ 0.5
Impairment of right-of-use assets $ $ 2.5 $ $ 2.5
Gain on modification of office lease $ $ $ (13.9) $
Tax effect on the adjusted items $ (0.9) $ (1.6) $ (1.2) $ (2.7)

imagea.jpg

The Company reported fee revenue in Q3 FY'26 of $717.4 million, an increase of 7% year-over-year (up 4% at constant currency). Fee revenue grew in all solutions year-over-year, led by Executive Search at 13%, followed by Professional Search & Interim and Consulting, both at 5%.

Net income attributable to Korn Ferry was $65.3 million with a margin of 9.1% in Q3 FY'26, compared to Q3 FY'25 net income attributable to Korn Ferry of $58.4 million with a margin of 8.7%, an increase of 40bps. Net income attributable to Korn Ferry increased from the year-ago quarter primarily due to an increase in fee revenue and the impact of adjusted items in item (d) above, partially offset by an increase in compensation and benefits expenses.

Adjusted EBITDA was $123.1 million in Q3 FY'26 compared to $114.5 million in Q3 FY'25. Adjusted EBITDA margin was 17.2% in Q3 FY'26, essentially flat compared to the year-ago quarter. The increase in Adjusted EBITDA was due to an increase in fee revenue, partially offset by an increase in compensation and benefits expenses.

imagea.jpg

Results by Solution

Selected Consulting Data

(dollars in millions) (a)

Third Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Fee revenue $ 166.9 $ 158.7 $ 509.7 $ 493.3
Total revenue $ 170.2 $ 161.4 $ 518.8 $ 501.5
Estimated remaining fees under existing contracts (b) $ 407.3 $ 364.6 $ 407.3 $ 364.6
Ending number of consultants and execution staff (c) 1,524 1,632 1,524 1,632
Hours worked in thousands (d) 317 344 1,060 1,137
Average bill rate (e) $ 470 $ 461 $ 464 $ 434
Adjusted Results (f): Third Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Adjusted EBITDA $ 28.4 $ 28.0 $ 87.5 $ 86.4
Adjusted EBITDA margin 17.0 % 17.7 % 17.2 % 17.5 %

______________________

(a)Numbers may not total due to rounding.

(b)Estimated fee revenue associated with signed contracts for which revenue has not yet been recognized.

(c)Represents number of employees originating, delivering and executing consulting services.

(d)The number of hours worked by consultant and execution staff during the period.

(e)The amount of fee revenue divided by the number of hours worked by consultants and execution staff.

(f)Adjusted results exclude the following:

Third Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Restructuring charges, net $ $ 1.3 $ $ 1.7
Gain on modification of office lease $ $ $ (4.1) $

Fee revenue was $166.9 million in Q3 FY'26 compared to $158.7 million in Q3 FY'25, an increase of $8.2 million or 5% (up 2% on a constant currency basis). The year-over-year increase in Consulting fee revenue was primarily driven by a 2% increase in average bill rates.

Adjusted EBITDA was $28.4 million in Q3 FY'26 compared to $28.0 million in the year-ago quarter. Adjusted EBITDA margin was 17.0% in Q3 FY'26 compared to 17.7% in the year-ago quarter.

imagea.jpg

Selected Digital Data

(dollars in millions) (a)

Third Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Fee revenue $ 94.0 $ 90.8 $ 274.2 $ 271.9
Total revenue $ 94.2 $ 90.8 $ 274.7 $ 272.1
Estimated remaining fees under existing contracts (b) $ 428.0 $ 369.6 $ 428.0 $ 369.6
Ending number of consultants 225 249 225 249
Subscription & License fee revenue $ 37.2 $ 34.5 $ 110.6 $ 103.2
Adjusted Results (c): Third Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Adjusted EBITDA $ 29.1 $ 28.4 $ 85.4 $ 84.2
Adjusted EBITDA margin 31.0 % 31.3 % 31.2 % 31.0 %

______________________

(a)Numbers may not total due to rounding.

(b)Estimated fee revenue associated with signed contracts for which revenue has not yet been recognized.

(c)Adjusted results exclude the following:

Third Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Impairment of fixed assets $ $ 0.4 $ $ 0.4
Gain on modification of office lease $ $ $ (2.0) $

Fee revenue was $94.0 million in Q3 FY'26 compared to $90.8 million in Q3 FY'25, an increase of $3.2 million or 4% (essentially flat on a constant currency basis). The year-over-year increase in Digital fee revenue was primarily driven by an 8% increase in Subscription & License fee revenue.

Adjusted EBITDA was $29.1 million in Q3 FY'26, compared to $28.4 million in the year-ago quarter. Adjusted EBITDA margin was 31.0%, a slight decline from the year-ago quarter.

imagea.jpg

Selected Executive Search Data(a)

(dollars in millions) (b)

Third Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Fee revenue $ 231.9 $ 204.6 $ 682.2 $ 619.2
Total revenue $ 233.8 $ 206.6 $ 687.9 $ 624.9
Estimated remaining fees under existing contracts (c) $ 68.6 $ 58.5 $ 68.6 $ 58.5
Ending number of consultants 563 560 563 560
Average number of consultants 566 558 562 551
Engagements billed 3,737 3,540 7,648 7,211
New engagements (d) 1,573 1,464 4,802 4,587
Adjusted Results (e): Third Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Adjusted EBITDA $ 58.2 $ 51.2 $ 173.4 $ 152.0
Adjusted EBITDA margin 25.1 % 25.0 % 25.4 % 24.5 %

______________________

(a)Executive Search is the sum of the individual Executive Search Reporting Segments described in our annual and quarterly reporting on Forms 10-K and 10-Q and is presented on a consolidated basis as it is consistent with the Company’s discussion of its Solutions, and financial metrics used by the Company’s investor base.

(b)Numbers may not total due to rounding.

(c)Estimated fee revenue associated with signed contracts for which revenue has not yet been recognized.

(d)Represents new engagements opened in the respective period.

(e)Executive Search Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures that adjust for the following:

Third Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Impairment of right-of-use assets $ $ 2.5 $ $ 2.5
Impairment of fixed assets $ $ 0.2 $ $ 0.2
Gain on modification of office lease $ $ $ (3.7) $
Restructuring charges, net $ $ $ $ 0.2

Fee revenue was $231.9 million in Q3 FY'26 compared to $204.6 million in Q3 FY'25, an increase of $27.3 million or 13% (up 11% at constant currency). The year-over-year increase in fee revenue was driven by an increase in both the number of engagements billed and the weighted-average fee billed per engagement. The Company experienced fee revenue growth in all regions.

Adjusted EBITDA was $58.2 million in Q3 FY'26 compared to $51.2 million in the year-ago quarter, an increase of 14% year-over-year. Adjusted EBITDA margin was 25.1%, essentially flat compared to the year-ago quarter. The increase in Adjusted EBITDA was primarily due to an increase in fee revenue, partially offset by an increase in compensation and benefits expenses.

imagea.jpg

Selected Professional Search & Interim Data

(dollars in millions) (a)

Third Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Fee revenue $ 137.0 $ 130.0 $ 412.0 $ 372.8
Total revenue $ 138.2 $ 130.9 $ 415.8 $ 375.6
Permanent Placement:
Fee revenue $ 51.7 $ 47.9 $ 162.6 $ 152.9
Estimated remaining fees under existing contracts (b) $ 15.3 $ 12.8 $ 15.3 $ 12.8
Engagements billed 1,715 1,675 3,847 3,780
New engagements (c) 901 883 2,868 2,802
Ending number of consultants 292 296 292 296
Interim:
Fee revenue $ 85.3 $ 82.1 $ 249.4 $ 219.9
Estimated remaining fees under existing contracts (b) $ 106.6 $ 111.5 $ 106.6 $ 111.5
Average bill rate (d) $ 149 $ 129 $ 143 $ 134
Average weekly billable consultants (e) 1,257 1,324 1,238 1,124
Adjusted Results (f): Third Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Adjusted EBITDA $ 29.1 $ 27.3 $ 87.3 $ 80.2
Adjusted EBITDA margin 21.2 % 21.0 % 21.2 % 21.5 %

_____________________

(a)Numbers may not total due to rounding.

(b)Estimated fee revenue associated with signed contracts for which revenue has not yet been recognized.

(c)Represents new engagements opened in the respective period.

(d)Fee revenue from interim divided by the number of hours worked by consultants.

(e)The number of billable consultants based on a weekly average in the respective period.

(f)Adjusted results exclude the following:

Third Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Integration/acquisition costs $ 1.6 $ 2.0 $ 4.4 $ 4.4
Gain on modification of office lease $ $ $ (2.6) $

Fee revenue was $137.0 million in Q3 FY'26 compared to $130.0 million in Q3 FY'25, an increase of $7.0 million or 5% (up 3% at constant currency). Fee revenue increased due to higher fee revenues in both Permanent Placement and Interim. The year-over-year increase in permanent placement fee revenue was driven by an increase in both the number of engagements billed and the weighted-average fee billed per engagement. The year-over-year increase in interim fee revenue was primarily due to a 16% increase in average bill rate.

Adjusted EBITDA was $29.1 million in Q3 FY'26 compared to $27.3 million in the year-ago quarter. Adjusted EBITDA margin was 21.2%, essentially flat compared to the year-ago quarter. The increase in Adjusted EBITDA was due to an increase in fee revenue, partially offset by increases in compensation and benefits expenses and cost of services.

imagea.jpg

Selected Recruitment Process Outsourcing ("RPO") Data

(dollars in millions) (a)

Third Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Fee revenue $ 87.5 $ 84.7 $ 269.6 $ 260.8
Total revenue $ 88.6 $ 86.9 $ 273.1 $ 267.1
Estimated remaining fees under existing contracts (b) $ 825.0 $ 752.4 $ 825.0 $ 752.4
RPO new business (c) $ 54.4 $ 209.9 $ 406.7 $ 414.6
Adjusted Results (d): Third Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Adjusted EBITDA $ 13.6 $ 12.7 $ 42.2 $ 38.1
Adjusted EBITDA margin 15.6 % 15.0 % 15.7 % 14.6 %

______________________

(a)Numbers may not total due to rounding.

(b)Estimated fee revenue associated with signed contracts for which revenue has not yet been recognized.

(c)Estimated total value of a contract at the point of execution of the contract.

(d)Adjusted results exclude the following:

Third Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Gain on modification of office lease $ $ $ (1.5) $

Fee revenue was $87.5 million in Q3 FY'26 compared to $84.7 million in Q3 FY'25, an increase of $2.8 million or 3% (up 1% at constant currency). RPO fee revenue increased primarily due to new logo clients in North America.

Adjusted EBITDA was $13.6 million in Q3 FY'26 compared to $12.7 million in the year-ago quarter. Adjusted EBITDA margin increased 60bps to 15.6% in Q3 FY'26. The increase in Adjusted EBITDA and Adjusted EBITDA margin both resulted from an increase in fee revenue, partially offset by an increase in compensation and benefits expense.

imagea.jpg

Outlook

Assuming no material negative impact from the recent Middle East conflict and that other worldwide geopolitical conditions, economic conditions, financial markets and foreign exchange rates remain steady, on a consolidated basis:

▪Q4 FY’26 fee revenue is expected to be in the range of $730 million and $750 million; and

▪Q4 FY’26 diluted earnings per share is expected to range between $1.34 to $1.40.

Earnings Conference Call Webcast

The earnings conference call will be held today at 12:00 PM (EDT) and hosted by CEO Gary Burnison, CFO Robert Rozek, SVP Business Development & Analytics Gregg Kvochak and VP Investor Relations Tiffany Louder. The conference call will be webcast and available online at ir.kornferry.com. We will also post to the investor relations section of our website earnings slides, which will accompany our webcast, and other important information, and encourage you to review the information that we make available on our website.

imagea.jpg

About Korn Ferry

Korn Ferry is a global consulting firm that powers performance. We unlock the potential in your people and unleash transformation across your business—synchronizing strategy, operations, and talent to accelerate performance, fuel growth, and inspire a legacy of change. That’s why the world’s most forward-thinking companies across every major industry turn to us—for a shared commitment to lasting impact and the bold ambition to Be More Than.

Forward-Looking Statements

Statements in this press release and our conference call that relate to our outlook, projections, goals, strategies, future plans and expectations, including statements relating to expected labor market conditions, expected demand for and relevance of our products and services, expected results of our business diversification strategy, impact of global events on our business, and other statements of future events or conditions are forward-looking statements that involve a number of risks and uncertainties. Words such as “believes”, “expects”, “anticipates”, “goals”, “estimates”, “guidance”, “may”, “should”, “could”, “will” or “likely”, and variations of such words and similar expressions are intended to identify such forward-looking statements. Readers are cautioned not to place undue reliance on such statements. Such statements are based on current expectations; actual results in future periods may differ materially from those currently expected or desired because of a number of risks and uncertainties that are beyond the control of Korn Ferry. The potential risks and uncertainties include those relating to global and local political and or economic developments in or affecting countries where we have operations, such as inflation, trade wars, interest rates, labor market conditions, global slowdowns, or recessions, competition, geopolitical tensions, including the recent Middle East conflict, 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, our ability to maintain 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 government 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 recent 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, our ability to enhance, develop and respond to new technology, including artificial intelligence, 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, 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, and those relating to the ultimate magnitude and duration of any pandemic or outbreaks. For a detailed description of risks and uncertainties that could cause differences from our expectations, please refer to Korn Ferry’s periodic filings with the Securities and Exchange Commission. Korn Ferry disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Non-GAAP Financial Measures

This press release contains financial information calculated other than in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). In particular, it includes:

•Adjusted net income attributable to Korn Ferry, adjusted to exclude accelerated depreciation on our Digital platform, integration/acquisition costs, restructuring charges, impairment of fixed assets, impairment of right-of-use assets and gain on modification of an office lease, net of income tax effect;

•Adjusted basic and diluted earnings per share, adjusted to exclude cost associated with accelerated depreciation on our Digital platform, integration/acquisition costs, restructuring charges, impairment of fixed assets, impairment of right-of-use assets and gain on modification of an office lease, net of income tax effect;

•Constant currency (calculated using a quarterly average) percentages that represent the percentage change that would have resulted had exchange rates in the prior period been the same as those in effect in the current period; and

•Consolidated and Executive Search Adjusted EBITDA, which is earnings before interest, taxes, depreciation and amortization, further adjusted to exclude integration/acquisition costs, restructuring charges, impairment of fixed assets, impairment of right-of-use assets and gain on modification of an office lease, net when applicable, and Consolidated and Executive Search Adjusted EBITDA margin.

This non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial information determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of the

imagea.jpg

Company’s results as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies.

Management believes the presentation of non-GAAP financial measures in this press release provides meaningful supplemental information regarding Korn Ferry’s performance by excluding certain items that may not be indicative of Korn Ferry’s ongoing operating results. These non-GAAP financial measures are performance measures and are not indicative of the liquidity of Korn Ferry. These items, which are described in the footnotes in the attached reconciliations, represent 1) costs associated with previous acquisitions, such as legal and professional fees, retention awards and on-going integration expenses, 2) gain on modification of an office lease where the Company received lease incentives to shorten the lease term, 3) restructuring charges, net to align workforce to eliminate excess capacity resulting from challenging macroeconomic business environment, 4) accelerated depreciation associated with the decision to sunset our Digital platform, 5) impairment of fixed assets primarily due to software impairment charge in our Digital segment and 6) impairment of right-of-use assets due to the decision to terminate and sublease some of our offices. The use of non-GAAP financial measures facilitates comparisons to Korn Ferry’s historical performance. Korn Ferry includes non-GAAP financial measures because management believes they are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its evaluation of Korn Ferry’s ongoing operations and financial and operational decision-making. Adjusted net income attributable to Korn Ferry, adjusted basic and diluted earnings per share and Consolidated and Executive Search Adjusted EBITDA, exclude certain charges that management does not consider on-going in nature and allows management and investors to make more meaningful period-to-period comparisons of the Company’s operating results. Management further believes that Consolidated and Executive Search Adjusted EBITDA is useful to investors because it is frequently used by investors and other interested parties to measure operating performance among companies with different capital structures, effective tax rates and tax attributes and capitalized asset values, all of which can vary substantially from company to company. In the case of constant currency percentages, management believes the presentation of such information provides useful supplemental information regarding Korn Ferry's performance as excluding the impact of exchange rate changes on Korn Ferry's financial performance allows investors to make more meaningful period-to-period comparisons of the Company’s operating results, to better identify operating trends that may otherwise be masked or distorted by exchange rate changes and to perform related trend analysis, and provides a higher degree of transparency of information used by management in its evaluation of Korn Ferry's ongoing operations and financial and operational decision-making.

[Tables attached]

KORN FERRY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

Three Months Ended<br> January 31, Nine Months Ended<br> January 31,
2026 2025 2026 2025
(unaudited)
Fee revenue $ 717,385 $ 668,729 $ 2,147,697 $ 2,018,040
Reimbursed out-of-pocket engagement expenses 7,657 7,809 22,688 23,219
Total revenue 725,042 676,538 2,170,385 2,041,259
Compensation and benefits 456,823 425,319 1,380,268 1,314,521
General and administrative expenses 65,944 65,325 180,068 189,865
Reimbursed expenses 7,657 7,809 22,688 23,219
Cost of services 80,607 78,047 236,888 210,248
Depreciation and amortization 22,994 20,490 77,253 59,756
Restructuring charges, net 1,316 1,892
Total operating expenses 634,025 598,306 1,897,165 1,799,501
Operating income 91,017 78,232 273,220 241,758
Other income, net 7,468 9,363 27,295 29,259
Interest expense, net (5,663) (5,461) (14,942) (15,032)
Income before provision for income taxes 92,822 82,134 285,573 255,985
Income tax provision 26,683 22,795 78,578 70,047
Net income 66,139 59,339 206,995 185,938
Net income attributable to noncontrolling interest (874) (925) (2,695) (4,120)
Net income attributable to Korn Ferry $ 65,265 $ 58,414 $ 204,300 $ 181,818
Earnings per common share attributable to Korn Ferry:
Basic $ 1.25 $ 1.12 $ 3.91 $ 3.46
Diluted $ 1.23 $ 1.10 $ 3.84 $ 3.40
Weighted-average common shares outstanding:
Basic 51,570 51,606 51,594 51,838
Diluted 52,417 52,364 52,612 52,789

KORN FERRY AND SUBSIDIARIES

FINANCIAL SUMMARY BY REPORTING SEGMENT

(dollars in thousands)

(unaudited)

Three Months Ended January 31, Nine Months Ended January 31,
2026 2025 % Change 2026 2025 % Change
Fee revenue:
Consulting $ 166,931 $ 158,704 5.2 % $ 509,734 $ 493,345 3.3 %
Digital 94,014 90,823 3.5 % 274,241 271,896 0.9 %
Executive Search:
North America 145,540 128,264 13.5 % 427,299 392,907 8.8 %
EMEA 55,318 47,840 15.6 % 160,999 140,609 14.5 %
Asia Pacific 24,073 21,664 11.1 % 72,905 63,707 14.4 %
Latin America 7,018 6,803 3.2 % 20,950 21,982 (4.7 %)
Total Executive Search (a) 231,949 204,571 13.4 % 682,153 619,205 10.2 %
Professional Search & Interim 137,017 129,957 5.4 % 412,017 372,805 10.5 %
RPO 87,474 84,674 3.3 % 269,552 260,789 3.4 %
Total fee revenue 717,385 668,729 7.3 % 2,147,697 2,018,040 6.4 %
Reimbursed out-of-pocket engagement expenses 7,657 7,809 (1.9 %) 22,688 23,219 (2.3 %)
Total revenue $ 725,042 $ 676,538 7.2 % $ 2,170,385 $ 2,041,259 6.3 %

(a)Total Executive Search is the sum of the individual Executive Search Reporting Segments and is presented on a consolidated basis as it is consistent with the Company’s discussion of its Solutions, and financial metrics used by the Company’s investor base.

KORN FERRY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

January 31,<br>2026 April 30,<br><br>2025 (1)
(unaudited)
ASSETS
Cash and cash equivalents $ 938,365 $ 1,006,964
Marketable securities 38,367 36,388
Receivables due from clients, net of allowance for doubtful accounts of $45,990 and $40,461 at January 31, 2026 and April 30, 2025, respectively 626,813 565,255
Income taxes and other receivables 65,823 38,394
Unearned compensation 65,882 61,649
Prepaid expenses and other assets 53,225 41,488
Total current assets 1,788,475 1,750,138
Marketable securities, non-current 241,745 233,626
Property and equipment, net 182,572 173,610
Operating lease right-of-use assets, net 141,084 152,712
Cash surrender value of company-owned life insurance policies, net of loans 285,516 252,621
Deferred income taxes 134,199 144,560
Goodwill 951,962 948,832
Intangible assets, net 52,047 70,193
Unearned compensation, non-current 128,310 106,965
Investments and other assets 43,698 27,967
Total assets $ 3,949,608 $ 3,861,224
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 60,034 $ 58,884
Income taxes payable 23,313 23,079
Compensation and benefits payable 457,225 530,473
Operating lease liability, current 29,418 38,573
Other accrued liabilities 319,565 304,589
Total current liabilities 889,555 955,598
Deferred compensation and other retirement plans 491,616 477,770
Operating lease liability, non-current 132,633 131,762
Long-term debt 398,354 397,736
Deferred tax liabilities 6,436 5,981
Other liabilities 23,049 20,238
Total liabilities 1,941,643 1,989,085
Stockholders' equity
Common stock: $0.01 par value, 150,000 shares authorized, 79,180 and 78,264 shares issued and 51,463 and 51,458 shares outstanding at January 31, 2026 and April 30, 2025, respectively 351,578 364,425
Retained earnings 1,716,206 1,588,274
Accumulated other comprehensive loss, net (65,337) (86,243)
Total Korn Ferry stockholders' equity 2,002,447 1,866,456
Noncontrolling interest 5,518 5,683
Total stockholders' equity 2,007,965 1,872,139
Total liabilities and stockholders' equity $ 3,949,608 $ 3,861,224

(1) Information is derived from audited financial statements included in our most recently filed Form 10-K.

KORN FERRY AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(dollars in thousands)

(unaudited)

Three Months Ended<br> January 31, Nine Months Ended<br> January 31,
2026 2025 2026 2025
Net income attributable to Korn Ferry $ 65,265 $ 58,414 $ 204,300 $ 181,818
Net income attributable to non-controlling interest 874 925 2,695 4,120
Net income 66,139 59,339 206,995 185,938
Income tax provision 26,683 22,795 78,578 70,047
Income before provision for income taxes 92,822 82,134 285,573 255,985
Interest expense, net 5,663 5,461 14,942 15,032
Depreciation and amortization (1) 22,994 20,490 77,253 59,756
Integration/acquisition costs (2) 1,587 2,127 4,420 7,099
Restructuring charges, net (3) 1,316 1,892
Impairment of fixed assets (4) 509 509
Impairment of right-of-use assets (5) 2,452 2,452
Gain on modification of office lease (6) (13,907)
Adjusted EBITDA $ 123,066 $ 114,489 $ 368,281 $ 342,725
Net income attributable to Korn Ferry margin 9.1 % 8.7 % 9.5 % 9.0 %
Net income attributable to non-controlling interest 0.1 % 0.1 % 0.1 % 0.2 %
Income tax provision 3.8 % 3.4 % 3.6 % 3.5 %
Interest expense, net 0.8 % 0.8 % 0.7 % 0.7 %
Depreciation and amortization (1) 3.2 % 3.1 % 3.6 % 3.0 %
Integration/acquisition costs (2) 0.2 % 0.3 % 0.2 % 0.4 %
Restructuring charges, net (3) % 0.2 % % 0.1 %
Impairment of fixed assets (4) % 0.1 % % 0.0 %
Impairment of right-of-use assets (5) % 0.4 % % 0.1 %
Gain on modification of office lease (6) % % (0.6 %) %
Adjusted EBITDA margin 17.2 % 17.1 % 17.1 % 17.0 %
Net income attributable to Korn Ferry $ 65,265 $ 58,414 $ 204,300 $ 181,818
Accelerated depreciation on Digital platform (1) 1,696 13,846
Integration/acquisition costs (2) 1,587 2,127 4,420 7,099
Restructuring charges, net (3) 1,316 1,892
Impairment of fixed assets (4) 509 509
Impairment of right-of-use assets (5) 2,452 2,452
Gain on modification of office lease (6) (13,907)
Tax effect on the adjusted items (7) (865) (1,555) (1,243) (2,700)
Adjusted net income attributable to Korn Ferry $ 67,683 $ 63,263 $ 207,416 $ 191,070

Explanation of Non-GAAP Adjustments

(1)Depreciation and amortization includes $1.7 million and $13.8 million of accelerated depreciation associated with the decision to sunset our Digital platform in the three and nine months ended January 31, 2026, respectively.

(2)Costs associated with previous acquisitions, such as legal and professional fees, retention awards and the on-going integration expenses.

(3)Restructuring charges incurred to align our workforce to eliminate excess capacity resulting from challenging macroeconomic business environment.

(4)Costs associated with impairment of fixed assets primarily due to software impairment charge in our Digital segment.

(5)Costs associated with impairment of right-of-use assets due to terminating and deciding to sublease some of our offices.

(6)Gain on the modification of an office lease where the Company received lease incentives to shorten the lease term.

(7)Tax effect on accelerated depreciation on Digital platform, integration/acquisition costs, restructuring charges, net, impairment of fixed assets and right-of-use assets and gain on modification of office lease.

KORN FERRY AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - CONTINUED

(unaudited)

Three Months Ended<br> January 31, Nine Months Ended<br> January 31,
2026 2025 2026 2025
Basic earnings per common share $ 1.25 $ 1.12 $ 3.91 $ 3.46
Accelerated depreciation on Digital platform (1) 0.04 0.27
Integration/acquisition costs (2) 0.03 0.04 0.08 0.14
Restructuring charges, net (3) 0.02 0.03
Impairment of fixed assets (4) 0.01 0.01
Impairment of right-of-use assets (5) 0.05 0.05
Gain on modification of office lease (6) (0.27)
Tax effect on the adjusted items (7) (0.02) (0.03) (0.02) (0.05)
Adjusted basic earnings per share $ 1.30 $ 1.21 $ 3.97 $ 3.64
Diluted earnings per common share $ 1.23 $ 1.10 $ 3.84 $ 3.40
Accelerated depreciation on Digital platform (1) 0.04 0.26
Integration/acquisition costs (2) 0.03 0.04 0.07 0.13
Restructuring charges, net (3) 0.02 0.03
Impairment of fixed assets (4) 0.01 0.01
Impairment of right-of-use assets (5) 0.05 0.05
Gain on modification of office lease (6) (0.26)
Tax effect on the adjusted items (7) (0.02) (0.03) (0.02) (0.05)
Adjusted diluted earnings per share $ 1.28 $ 1.19 $ 3.89 $ 3.57

Explanation of Non-GAAP Adjustments

(1)Depreciation and amortization includes $1.7 million and $13.8 million of accelerated depreciation associated with the decision to sunset our Digital platform in the three and nine months ended January 31, 2026, respectively.

(2)Costs associated with previous acquisitions, such as legal and professional fees, retention awards and the on-going integration expenses.

(3)Restructuring charges incurred to align our workforce to eliminate excess capacity resulting from challenging macroeconomic business environment.

(4)Costs associated with impairment of fixed assets primarily due to software impairment charge in our Digital segment.

(5)Costs associated with impairment of right-of-use assets due to terminating and deciding to sublease some of our offices.

(6)Gain on the modification of an office lease where the Company received lease incentives to shorten the lease term.

(7)Tax effect on accelerated depreciation on Digital platform, integration/acquisition costs, restructuring charges, net, impairment of fixed assets and right-of-use assets and gain on modification of office lease.

KORN FERRY AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - CONTINUED

(dollars in thousands)

(unaudited)

Three Months Ended January 31,
2026 2025
Net income attributable to<br><br>Korn Ferry Net income attributable to<br><br>Korn Ferry margin Net income attributable to<br><br>Korn Ferry Net income attributable to<br><br>Korn Ferry margin
Consolidated $ 65,265 9.1 % $ 58,414 8.7 %
Fee revenue Total revenue Adjusted EBITDA Adjusted EBITDA margin Fee revenue Total revenue Adjusted EBITDA Adjusted EBITDA margin
Consulting $ 166,931 $ 170,202 $ 28,417 17.0 % $ 158,704 $ 161,382 $ 28,026 17.7 %
Digital 94,014 94,199 29,099 31.0 % 90,823 90,836 28,408 31.3 %
Executive Search:
North America 145,540 146,784 42,138 29.0 % 128,264 129,889 37,175 29.0 %
EMEA 55,318 55,784 9,459 17.1 % 47,840 48,087 7,845 16.4 %
Asia Pacific 24,073 24,218 5,331 22.1 % 21,664 21,794 4,504 20.8 %
Latin America 7,018 7,026 1,223 17.4 % 6,803 6,807 1,696 24.9 %
Total Executive Search 231,949 233,812 58,151 25.1 % 204,571 206,577 51,220 25.0 %
Professional Search & Interim 137,017 138,188 29,065 21.2 % 129,957 130,854 27,265 21.0 %
RPO 87,474 88,641 13,641 15.6 % 84,674 86,889 12,743 15.0 %
Corporate (35,307) (33,173)
Consolidated $ 717,385 $ 725,042 $ 123,066 17.2 % $ 668,729 $ 676,538 $ 114,489 17.1 % Nine Months Ended January 31,
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
2026 2025
Net income attributable to<br><br>Korn Ferry Net income attributable to<br><br>Korn Ferry margin Net income attributable to<br><br>Korn Ferry Net income attributable to<br><br>Korn Ferry margin
Consolidated $ 204,300 9.5 % $ 181,818 9.0 %
Fee revenue Total revenue Adjusted EBITDA Adjusted EBITDA margin Fee revenue Total revenue Adjusted EBITDA Adjusted EBITDA margin
Consulting $ 509,734 $ 518,831 $ 87,490 17.2 % $ 493,345 $ 501,533 $ 86,426 17.5 %
Digital 274,241 274,681 85,438 31.2 % 271,896 272,085 84,219 31.0 %
Executive Search:
North America 427,299 431,565 125,332 29.3 % 392,907 397,395 109,180 27.8 %
EMEA 160,999 162,077 27,373 17.0 % 140,609 141,495 22,597 16.1 %
Asia Pacific 72,905 73,321 16,185 22.2 % 63,707 64,038 13,154 20.6 %
Latin America 20,950 20,984 4,497 21.5 % 21,982 21,992 7,046 32.1 %
Total Executive Search 682,153 687,947 173,387 25.4 % 619,205 624,920 151,977 24.5 %
Professional Search & Interim 412,017 415,834 87,293 21.2 % 372,805 375,572 80,174 21.5 %
RPO 269,552 273,092 42,203 15.7 % 260,789 267,149 38,136 14.6 %
Corporate (107,530) (98,207)
Consolidated $ 2,147,697 $ 2,170,385 $ 368,281 17.1 % $ 2,018,040 $ 2,041,259 $ 342,725 17.0 %