8-K

KORN FERRY (KFY)

8-K 2025-12-09 For: 2025-12-09
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): December 9, 2025

_______________________________________________________

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 December 9, 2025, Korn Ferry issued a press release announcing its second 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 December 9, 2025.
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: December 9, 2025 /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

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

Korn Ferry Announces Second Quarter Fiscal 2026

Results of Operations

Highlights

▪Korn Ferry reports Q2 FY'26 fee revenue of $721.7 million, an increase of 7% year-over-year, 6% at constant currency.

◦Fee revenue grew 10% and 17% year-over-year in Executive Search and Professional Search & Interim, respectively.

▪Net income attributable to Korn Ferry was $72.4 million, an increase of 19% year-over-year, with a margin of 10.0%, an increase of 100bps year-over-year.

▪Adjusted EBITDA was $124.8 million, an increase of 7% year-over-year, with a margin of 17.3%, essentially flat year-over-year.

▪Diluted and adjusted diluted earnings per share were $1.36 and $1.33 in Q2 FY'26, up 19% and 10% year-over-year, respectively.

▪Estimated remaining fees under existing contracts at the end of the second quarter was $1.842 billion, up 20% year-over-year.

Los Angeles, CA, December 9, 2025 – Korn Ferry (NYSE: KFY), a global consulting firm, today announced second quarter fee revenue of $721.7 million. In addition, second quarter diluted earnings per share was $1.36 and adjusted diluted earnings per share was $1.33.

“Our performance during the quarter was outstanding, as we achieved our fourth consecutive quarter of accelerated growth, led by our Marquee and Diamond accounts“ said Gary D. Burnison, CEO, Korn Ferry. “In a world defined by disruption, digitization and economic fluctuation, organizations require more than static strategies. They need the ability to adapt, align and act. Korn Ferry sits at the intersection of these opportunities, unlocking the potential in people and organizations—synchronizing strategy, operations and talent to accelerate performance, fuel growth and inspire a legacy of change.”

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Selected Financial Results

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

Second Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Fee revenue $ 721.7 $ 674.4 $ 1,430.3 $ 1,349.3
Total revenue $ 729.8 $ 682.0 $ 1,445.3 $ 1,364.7
Estimated remaining fees under existing contracts (b) $ 1,842.4 $ 1,530.4 $ 1,842.4 $ 1,530.4
Net income attributable to Korn Ferry $ 72.4 $ 60.8 $ 139.0 $ 123.4
Net income attributable to Korn Ferry margin 10.0 % 9.0 % 9.7 % 9.1 %
Basic earnings per share $ 1.38 $ 1.16 $ 2.66 $ 2.34
Diluted earnings per share $ 1.36 $ 1.14 $ 2.61 $ 2.30
Adjusted Results (c): Second Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Adjusted EBITDA $ 124.8 $ 117.0 $ 245.2 $ 228.2
Adjusted EBITDA margin 17.3 % 17.4 % 17.1 % 16.9 %
Adjusted net income attributable to Korn Ferry (d) $ 70.5 $ 64.7 $ 139.7 $ 127.8
Adjusted basic earnings per share (d) $ 1.35 $ 1.23 $ 2.67 $ 2.42
Adjusted diluted earnings per share (d) $ 1.33 $ 1.21 $ 2.63 $ 2.38

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(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 lease modification, 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):

Second Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Gain on modification of office lease $ (13.9) $ $ (13.9) $
Integration/acquisition costs $ 1.3 $ 3.9 $ 2.8 $ 5.0
Restructuring charges, net $ $ 0.6 $ $ 0.6

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(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):

Second Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Gain on modification of office lease $ (13.9) $ $ (13.9) $
Accelerated depreciation on Digital platform $ 10.2 $ $ 12.2 $
Integration/acquisition costs $ 1.3 $ 3.9 $ 2.8 $ 5.0
Restructuring charges, net $ $ 0.6 $ $ 0.6
Tax effect on the adjusted items $ 0.5 $ (0.6) $ (0.4) $ (1.1)

The Company reported fee revenue in Q2 FY'26 of $721.7 million, an increase of 7% year-over-year (up 6.0% at constant currency).

Net income attributable to Korn Ferry was $72.4 million with a margin of 10.0% in Q2 FY'26, compared to Q2 FY'25 net income attributable to Korn Ferry of $60.8 million with a margin of 9.0%, an increase of 100bps. 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 increases in compensation and benefits expenses and cost of services.

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Adjusted EBITDA was $124.8 million in Q2 FY'26 compared to $117.0 million in Q2 FY'25. Adjusted EBITDA margin was 17.3% in Q2 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 increases in compensation and benefits expenses and cost of services.

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Results by Solution

Selected Consulting Data

(dollars in millions) (a)

Second Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Fee revenue $ 172.8 $ 166.8 $ 342.8 $ 334.6
Total revenue $ 175.9 $ 169.4 $ 348.6 $ 340.2
Estimated remaining fees under existing contracts (b) $ 373.0 $ 352.2 $ 373.0 $ 352.2
Ending number of consultants and execution staff (c) 1,537 1,646 1,537 1,646
Hours worked in thousands (d) 376 398 743 793
Average bill rate (e) $ 460 $ 419 $ 461 $ 422
Adjusted Results (f): Second Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Adjusted EBITDA $ 30.3 $ 29.1 $ 59.1 $ 58.4
Adjusted EBITDA margin 17.5 % 17.5 % 17.2 % 17.5 %

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(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:

Second Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Gain on modification of office lease $ (4.1) $ $ (4.1) $
Restructuring charges, net $ $ 0.4 $ $ 0.4

Fee revenue was $172.8 million in Q2 FY'26 compared to $166.8 million in Q2 FY'25, an increase of $6.0 million or 4% (up 3% on a constant currency basis). The year-over-year increase in Consulting fee revenue was primarily driven by a 10% increase in average bill rates.

Adjusted EBITDA was $30.3 million in Q2 FY'26 compared to $29.1 million in the year-ago quarter. Adjusted EBITDA margin in the quarter was 17.5%, flat year-over-year.

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Selected Digital Data

(dollars in millions) (a)

Second Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Fee revenue $ 91.0 $ 92.9 $ 180.2 $ 181.1
Total revenue $ 91.2 $ 93.0 $ 180.5 $ 181.2
Estimated remaining fees under existing contracts (b) $ 397.2 $ 371.7 $ 397.2 $ 371.7
Ending number of consultants 231 260 231 260
Subscription & License fee revenue $ 36.2 $ 34.6 $ 73.4 $ 68.7
Adjusted Results (c): Second Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Adjusted EBITDA $ 28.7 $ 29.2 $ 56.3 $ 55.8
Adjusted EBITDA margin 31.6 % 31.4 % 31.3 % 30.8 %

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(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:

Second Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Gain on modification of office lease $ (2.0) $ $ (2.0) $

Fee revenue was $91.0 million in Q2 FY'26 compared to $92.9 million in Q2 FY'25, a decrease of $1.9 million or 2% (down 3% on a constant currency basis).

Adjusted EBITDA was $28.7 million in Q2 FY'26, compared to $29.2 million in the year-ago quarter. Adjusted EBITDA margin was 31.6%, essentially flat compared to the year-ago quarter.

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Selected Executive Search Data(a)

(dollars in millions) (b)

Second Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Fee revenue $ 226.0 $ 206.0 $ 450.2 $ 414.6
Total revenue $ 227.9 $ 208.0 $ 454.1 $ 418.3
Estimated remaining fees under existing contracts (c) $ 72.8 $ 62.2 $ 72.8 $ 62.2
Ending number of consultants 569 555 569 555
Average number of consultants 572 557 565 549
Engagements billed 3,762 3,566 5,826 5,474
New engagements (d) 1,633 1,567 3,229 3,123
Adjusted Results (e): Second Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Adjusted EBITDA $ 57.8 $ 51.4 $ 115.2 $ 100.8
Adjusted EBITDA margin 25.6 % 24.9 % 25.6 % 24.3 %

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(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:

Second Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Gain on modification of office lease $ (3.7) $ $ (3.7) $
Restructuring charges, net $ $ 0.2 $ $ 0.2

Fee revenue was $226.0 million in Q2 FY'26 compared to $206.0 million in Q2 FY'25, an increase of $20.0 million or 10% (up 9% 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 North America, EMEA and APAC regions.

Adjusted EBITDA was $57.8 million in Q2 FY'26 compared to $51.4 million in the year-ago quarter, an increase of 12% year-over-year. Adjusted EBITDA margin increased by 70bps to 25.6% in Q2 FY'26. The increase in Adjusted EBITDA and Adjusted EBITDA margin was due to higher fee revenue, partially offset by an increase in compensation and benefits expense.

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Selected Professional Search & Interim Data

(dollars in millions) (a)

Second Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Fee revenue $ 141.1 $ 121.1 $ 275.0 $ 242.8
Total revenue $ 142.5 $ 122.0 $ 277.6 $ 244.7
Permanent Placement:
Fee revenue $ 56.2 $ 52.8 $ 110.9 $ 105.0
Estimated remaining fees under existing contracts (b) $ 15.9 $ 14.2 $ 15.9 $ 14.2
Engagements billed 1,843 1,740 2,918 2,844
New engagements (c) 1,004 947 1,967 1,919
Ending number of consultants 301 292 301 292
Interim:
Fee revenue $ 84.9 $ 68.3 $ 164.1 $ 137.8
Estimated remaining fees under existing contracts (b) $ 96.5 $ 70.9 $ 96.5 $ 70.9
Average bill rate (d) $ 142 $ 140 $ 140 $ 137
Average weekly billable consultants (e) 1,237 980 1,227 1,024
Adjusted Results (f): Second Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Adjusted EBITDA $ 30.2 $ 27.2 $ 58.2 $ 52.9
Adjusted EBITDA margin 21.4 % 22.5 % 21.2 % 21.8 %

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(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:

Second Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Gain on modification of office lease $ (2.6) $ $ (2.6) $
Integration/acquisition costs $ 1.3 $ 1.4 $ 2.8 $ 2.5

Fee revenue was $141.1 million in Q2 FY'26 compared to $121.1 million in Q2 FY'25, an increase of $20.0 million or 17% (up 16% at constant currency). Fee revenue increased primarily due to higher fee revenue from Interim associated with the acquisition of Trilogy International effective November 1, 2024.

Adjusted EBITDA was $30.2 million in Q2 FY'26 compared to $27.2 million in the year-ago quarter. Adjusted EBITDA margin was 21.4% in Q2 FY'26, a decrease of 110bps compared to the year-ago quarter. Adjusted EBITDA increased due to an increase in fee revenue, partially offset by an increase in cost of services. Adjusted EBITDA margin decreased due to the growth in fee revenue from Interim services which have lower margins than permanent placement.

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Selected Recruitment Process Outsourcing ("RPO") Data

(dollars in millions) (a)

Second Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Fee revenue $ 90.8 $ 87.6 $ 182.1 $ 176.1
Total revenue $ 92.3 $ 89.6 $ 184.5 $ 180.3
Estimated remaining fees under existing contracts (b) $ 886.9 $ 659.2 $ 886.9 $ 659.2
RPO new business (c) $ 253.0 $ 101.1 $ 352.3 $ 204.7
Adjusted Results (d): Second Quarter Year to Date
FY’26 FY’25 FY’26 FY’25
Adjusted EBITDA $ 14.2 $ 12.9 $ 28.6 $ 25.4
Adjusted EBITDA margin 15.7 % 14.7 % 15.7 % 14.4 %

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(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:

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

Fee revenue was $90.8 million in Q2 FY'26 compared to $87.6 million in Q2 FY'25, an increase of $3.2 million or 4% (up 3% at constant currency). RPO fee revenue increased primarily due to new logo clients in North America.

Adjusted EBITDA was $14.2 million in Q2 FY'26 compared to $12.9 million in the year-ago quarter. Adjusted EBITDA margin increased 100bps to 15.7% in Q2 FY'26. The increase in Adjusted EBITDA and Adjusted EBITDA margin both resulted from an increase in fee revenue.

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Outlook

Assuming worldwide geopolitical conditions, economic conditions, financial markets and foreign exchange rates remain steady, on a consolidated basis:

▪Q3 FY’26 fee revenue is expected to be in the range of $680 million and $694 million; and

▪Q3 FY’26 diluted earnings per share is expected to range between $1.15 to $1.21.

On a consolidated adjusted basis:

▪Q3 FY’26 adjusted diluted earnings per share is expected to be in the range from $1.19 to $1.25.

Q3 FY’26<br>Earnings Per Share Outlook
Low High
Consolidated diluted earnings per share $ 1.15 $ 1.21
Integration/acquisition costs and accelerated depreciation on Digital platform 0.05 0.05
Tax rate impact (0.01) (0.01)
Consolidated adjusted diluted earnings per share(1) $ 1.19 $ 1.25

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(1)Consolidated adjusted diluted earnings per share is a non-GAAP financial measure that excludes the items listed in the table.

Earnings Conference Call Webcast

The earnings conference call will be held today at 12:00 PM (EST) 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.

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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 impacts of sunsetting our Digital platform, 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, 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 expansion 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 integration/acquisition costs, restructuring charges, gain on modification of an office lease and cost associated with accelerated depreciation on our Digital platform, net of income tax effect;

•Adjusted basic and diluted earnings per share, adjusted to exclude integration/acquisition costs, restructuring charges, gain on modification of an office lease and cost associated with accelerated depreciation on our Digital platform, 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, gain on modification of an office lease and restructuring charges, 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

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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 charges 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 charges, 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 and 4) accelerated depreciation associated with the decision to sunset our Digital platform. 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> October 31, Six Months Ended<br> October 31,
2025 2024 2025 2024
(unaudited)
Fee revenue $ 721,699 $ 674,365 $ 1,430,312 $ 1,349,311
Reimbursed out-of-pocket engagement expenses 8,101 7,595 15,031 15,410
Total revenue 729,800 681,960 1,445,343 1,364,721
Compensation and benefits 462,034 437,427 923,445 889,202
General and administrative expenses 50,250 64,541 114,124 124,540
Reimbursed expenses 8,101 7,595 15,031 15,410
Cost of services 79,087 64,657 156,281 132,201
Depreciation and amortization 31,573 19,688 54,259 39,266
Restructuring charges, net 576 576
Total operating expenses 631,045 594,484 1,263,140 1,201,195
Operating income 98,755 87,476 182,203 163,526
Other income, net 7,075 5,391 19,827 19,896
Interest expense, net (5,763) (5,626) (9,279) (9,571)
Income before provision for income taxes 100,067 87,241 192,751 173,851
Income tax provision 26,645 24,898 51,895 47,252
Net income 73,422 62,343 140,856 126,599
Net income attributable to noncontrolling interest (1,023) (1,543) (1,821) (3,195)
Net income attributable to Korn Ferry $ 72,399 $ 60,800 $ 139,035 $ 123,404
Earnings per common share attributable to Korn Ferry:
Basic $ 1.38 $ 1.16 $ 2.66 $ 2.34
Diluted $ 1.36 $ 1.14 $ 2.61 $ 2.30
Weighted-average common shares outstanding:
Basic 51,745 51,957 51,606 51,953
Diluted 52,517 52,750 52,557 52,864

KORN FERRY AND SUBSIDIARIES

FINANCIAL SUMMARY BY REPORTING SEGMENT

(dollars in thousands)

(unaudited)

Three Months Ended October 31, Six Months Ended October 31,
2025 2024 % Change 2025 2024 % Change
Fee revenue:
Consulting $ 172,841 $ 166,771 3.6 % $ 342,803 $ 334,641 2.4 %
Digital 91,029 92,893 (2.0 %) 180,227 181,073 (0.5 %)
Executive Search:
North America 142,105 129,891 9.4 % 281,759 264,643 6.5 %
EMEA 51,900 46,788 10.9 % 105,681 92,769 13.9 %
Asia Pacific 24,131 21,464 12.4 % 48,832 42,043 16.1 %
Latin America 7,815 7,856 (0.5 %) 13,932 15,179 (8.2 %)
Total Executive Search (a) 225,951 205,999 9.7 % 450,204 414,634 8.6 %
Professional Search & Interim 141,099 121,107 16.5 % 275,000 242,848 13.2 %
RPO 90,779 87,595 3.6 % 182,078 176,115 3.4 %
Total fee revenue 721,699 674,365 7.0 % 1,430,312 1,349,311 6.0 %
Reimbursed out-of-pocket engagement expenses 8,101 7,595 6.7 % 15,031 15,410 (2.5 %)
Total revenue $ 729,800 $ 681,960 7.0 % $ 1,445,343 $ 1,364,721 5.9 %

(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)

October 31,<br>2025 April 30,<br><br>2025 (1)
(unaudited)
ASSETS
Cash and cash equivalents $ 761,579 $ 1,006,964
Marketable securities 39,509 36,388
Receivables due from clients, net of allowance for doubtful accounts of $43,418 and $40,461 at October 31, 2025 and April 30, 2025, respectively 607,303 565,255
Income taxes and other receivables 75,254 38,394
Unearned compensation 67,603 61,649
Prepaid expenses and other assets 54,989 41,488
Total current assets 1,606,237 1,750,138
Marketable securities, non-current 237,227 233,626
Property and equipment, net 176,506 173,610
Operating lease right-of-use assets, net 131,861 152,712
Cash surrender value of company-owned life insurance policies, net of loans 270,984 252,621
Deferred income taxes 127,324 144,560
Goodwill 948,284 948,832
Intangible assets, net 57,901 70,193
Unearned compensation, non-current 137,290 106,965
Investments and other assets 29,319 27,967
Total assets $ 3,722,933 $ 3,861,224
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 53,032 $ 58,884
Income taxes payable 23,243 23,079
Compensation and benefits payable 355,256 530,473
Operating lease liability, current 32,996 38,573
Other accrued liabilities 284,722 304,589
Total current liabilities 749,249 955,598
Deferred compensation and other retirement plans 476,882 477,770
Operating lease liability, non-current 118,563 131,762
Long-term debt 398,145 397,736
Deferred tax liabilities 6,276 5,981
Other liabilities 24,033 20,238
Total liabilities 1,773,148 1,989,085
Stockholders' equity
Common stock: $0.01 par value, 150,000 shares authorized, 79,136 and 78,264 shares issued and 51,694 and 51,458 shares outstanding at October 31, 2025 and April 30, 2025, respectively 355,151 364,425
Retained earnings 1,675,964 1,588,274
Accumulated other comprehensive loss, net (86,960) (86,243)
Total Korn Ferry stockholders' equity 1,944,155 1,866,456
Noncontrolling interest 5,630 5,683
Total stockholders' equity 1,949,785 1,872,139
Total liabilities and stockholders' equity $ 3,722,933 $ 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> October 31, Six Months Ended<br> October 31,
2025 2024 2025 2024
Net income attributable to Korn Ferry $ 72,399 $ 60,800 $ 139,035 $ 123,404
Net income attributable to non-controlling interest 1,023 1,543 1,821 3,195
Net income 73,422 62,343 140,856 126,599
Income tax provision 26,645 24,898 51,895 47,252
Income before provision for income taxes 100,067 87,241 192,751 173,851
Interest expense, net 5,763 5,626 9,279 9,571
Depreciation and amortization (1) 31,573 19,688 54,259 39,266
Integration/acquisition costs (2) 1,325 3,896 2,833 4,972
Gain on modification of office lease (3) (13,907) (13,907)
Restructuring charges, net (4) 576 576
Adjusted EBITDA $ 124,821 $ 117,027 $ 245,215 $ 228,236
Net income attributable to Korn Ferry margin 10.0 % 9.0 % 9.7 % 9.1 %
Net income attributable to non-controlling interest 0.1 % 0.2 % 0.1 % 0.3 %
Income tax provision 3.7 % 3.7 % 3.6 % 3.5 %
Interest expense, net 0.8 % 0.9 % 0.7 % 0.7 %
Depreciation and amortization (1) 4.4 % 2.9 % 3.8 % 2.9 %
Integration/acquisition costs (2) 0.2 % 0.6 % 0.2 % 0.4 %
Gain on modification of office lease (3) (1.9 %) % (1.0 %) %
Restructuring charges, net (4) % 0.1 % % 0.0 %
Adjusted EBITDA margin 17.3 % 17.4 % 17.1 % 16.9 %
Net income attributable to Korn Ferry $ 72,399 $ 60,800 $ 139,035 $ 123,404
Accelerated depreciation on Digital platform (1) 10,173 12,150
Integration/acquisition costs (2) 1,325 3,896 2,833 4,972
Gain on modification of office lease (3) (13,907) (13,907)
Restructuring charges, net (4) 576 576
Tax effect on the adjusted items (5) 505 (585) (378) (1,145)
Adjusted net income attributable to Korn Ferry $ 70,495 $ 64,687 $ 139,733 $ 127,807
Basic earnings per common share $ 1.38 $ 1.16 $ 2.66 $ 2.34
Accelerated depreciation on Digital platform (1) 0.20 0.24
Integration/acquisition costs (2) 0.03 0.07 0.05 0.09
Gain on modification of office lease (3) (0.27) (0.27)
Restructuring charges, net (4) 0.01 0.01
Tax effect on the adjusted items (5) 0.01 (0.01) (0.01) (0.02)
Adjusted basic earnings per share $ 1.35 $ 1.23 $ 2.67 $ 2.42
Diluted earnings per common share $ 1.36 $ 1.14 $ 2.61 $ 2.30
Accelerated depreciation on Digital platform (1) 0.19 0.24
Integration/acquisition costs (2) 0.03 0.07 0.05 0.09
Gain on modification of office lease (3) (0.26) (0.26)
Restructuring charges, net (4) 0.01 0.01
Tax effect on the adjusted items (5) 0.01 (0.01) (0.01) (0.02)
Adjusted diluted earnings per share $ 1.33 $ 1.21 $ 2.63 $ 2.38

Explanation of Non-GAAP Adjustments

(1)Depreciation and amortization includes $10.2 million and $12.2 million of accelerated depreciation associated with the decision to sunset our Digital platform in the three and six months ended October 31, 2025, respectively.

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

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

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

(5)Tax effect on integration/acquisition costs, gain on modification of office lease, restructuring charges, net and accelerated depreciation on Digital platform.

KORN FERRY AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - CONTINUED

(dollars in thousands)

(unaudited)

Three Months Ended October 31,
2025 2024
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 $ 72,399 10.0 % $ 60,800 9.0 %
Fee revenue Total revenue Adjusted EBITDA Adjusted EBITDA margin Fee revenue Total revenue Adjusted EBITDA Adjusted EBITDA margin
Consulting $ 172,841 $ 175,930 $ 30,264 17.5 % $ 166,771 $ 169,384 $ 29,106 17.5 %
Digital 91,029 91,237 28,732 31.6 % 92,893 93,038 29,188 31.4 %
Executive Search:
North America 142,105 143,566 41,954 29.5 % 129,891 131,419 36,907 28.4 %
EMEA 51,900 52,212 8,771 16.9 % 46,788 47,132 7,487 16.0 %
Asia Pacific 24,131 24,264 5,319 22.0 % 21,464 21,540 4,432 20.6 %
Latin America 7,815 7,819 1,734 22.2 % 7,856 7,859 2,552 32.5 %
Total Executive Search 225,951 227,861 57,778 25.6 % 205,999 207,950 51,378 24.9 %
Professional Search & Interim 141,099 142,505 30,201 21.4 % 121,107 121,988 27,203 22.5 %
RPO 90,779 92,267 14,220 15.7 % 87,595 89,600 12,899 14.7 %
Corporate (36,374) (32,747)
Consolidated $ 721,699 $ 729,800 $ 124,821 17.3 % $ 674,365 $ 681,960 $ 117,027 17.4 % Six Months Ended October 31,
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
2025 2024
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 $ 139,035 9.7 % $ 123,404 9.1 %
Fee revenue Total revenue Adjusted EBITDA Adjusted EBITDA margin Fee revenue Total revenue Adjusted EBITDA Adjusted EBITDA margin
Consulting $ 342,803 $ 348,629 $ 59,073 17.2 % $ 334,641 $ 340,151 $ 58,400 17.5 %
Digital 180,227 180,482 56,339 31.3 % 181,073 181,249 55,811 30.8 %
Executive Search:
North America 281,759 284,781 83,194 29.5 % 264,643 267,506 72,005 27.2 %
EMEA 105,681 106,293 17,914 17.0 % 92,769 93,408 14,752 15.9 %
Asia Pacific 48,832 49,103 10,854 22.2 % 42,043 42,244 8,650 20.6 %
Latin America 13,932 13,958 3,274 23.5 % 15,179 15,185 5,350 35.2 %
Total Executive Search 450,204 454,135 115,236 25.6 % 414,634 418,343 100,757 24.3 %
Professional Search & Interim 275,000 277,646 58,228 21.2 % 242,848 244,718 52,909 21.8 %
RPO 182,078 184,451 28,562 15.7 % 176,115 180,260 25,393 14.4 %
Corporate (72,223) (65,034)
Consolidated $ 1,430,312 $ 1,445,343 $ 245,215 17.1 % $ 1,349,311 $ 1,364,721 $ 228,236 16.9 %