KFY 8-K

Korn Ferry (KFY)

8-K 2026-08-19 For: 2026-08-18

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Added on August 19, 2026

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Exhibit 10.1		Amended and Restated Credit Agreement, dated August 18, 2026, by and among Korn Ferry, Wells Fargo Bank, National Association as administrative agent, and other lender parties thereto.*

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).


	KORN FERRY

	(Registrant)

Date: August 19, 2026	/s/ Robert P. Rozek
	(Signature)
	Name:	Robert P. Rozek
	Title:	Executive Vice President, Chief Financial Officer and Chief Corporate Officer


		Page

ARTICLE I DEFINITIONS			1

SECTION 1.1	Definitions		1
SECTION 1.2	Other Definitions and Provisions		45
SECTION 1.3	Accounting Terms		45
SECTION 1.4	UCC Terms		46
SECTION 1.5	Rounding		46
SECTION 1.6	References to Agreement and Laws		46
SECTION 1.7	Times of Day		46
SECTION 1.8	Letter of Credit Amounts		47
SECTION 1.9	Guarantees/Earn-Outs		47
SECTION 1.10	Covenant Compliance Generally		47
SECTION 1.11	Exchange Rates; Currency Equivalents		47
SECTION 1.12	Divisions		48
SECTION 1.13	Limited Conditionality Acquisitions		48
SECTION 1.14	Interest Rates		49

ARTICLE II CREDIT FACILITIES			50

SECTION 2.1	Loans		50
SECTION 2.2	Swingline Loans		50
SECTION 2.3	Procedure for Advances of Loans		52
SECTION 2.4	Repayment and Prepayment of Loans		53
SECTION 2.5	Permanent Reduction of the Aggregate Revolving Credit Commitment		55
SECTION 2.6	Termination of Credit Facilities		56

ARTICLE III LETTER OF CREDIT FACILITY			56

SECTION 3.1	L/C Facility		56
SECTION 3.2	Procedure for Issuance of Letters of Credit		57
SECTION 3.3	Commissions and Other Charges		58
SECTION 3.4	L/C Participations		58
SECTION 3.5	Reimbursement Obligation of the Borrower		60
SECTION 3.6	Obligations Absolute		60
SECTION 3.7	Effect of Letter of Credit Application		61
SECTION 3.8	Resignation of Issuing Lenders		61
SECTION 3.9	Reporting of Letter of Credit Information and L/C Commitment		61
SECTION 3.10	Letters of Credit Issued for Subsidiaries		62
SECTION 3.11	Evergreen Letters of Credit		62

ARTICLE IV GENERAL LOAN PROVISIONS			62

SECTION 4.1	Interest		62
SECTION 4.2	Notice and Manner of Conversion or Continuation of Loans		63
SECTION 4.3	Fees		64
SECTION 4.4	Manner of Payment		64
SECTION 4.5	Evidence of Indebtedness		65
SECTION 4.6	Sharing of Payments by Lenders		66
SECTION 4.7	Administrative Agent’s Clawback		66
SECTION 4.8	Changed Circumstances		67
SECTION 4.9	Indemnity		70
SECTION 4.10	Increased Costs		70
SECTION 4.11	Taxes		72


SECTION 4.12	Mitigation Obligations; Replacement of Lenders	75
SECTION 4.13	Incremental Loans	77
SECTION 4.14	Cash Collateral	80
SECTION 4.15	Defaulting Lenders	81
SECTION 4.16	ESG Amendment	83

ARTICLE V CONDITIONS OF CLOSING AND BORROWING		84

SECTION 5.1	Conditions to Closing and Initial Extensions of Credit	84
SECTION 5.2	Conditions to All Extensions of Credit	88

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES		88

SECTION 6.1	Organization and Legal Status	88
SECTION 6.2	Capital Structure	89
SECTION 6.3	Organizational Power or Authority; Enforceability	89
SECTION 6.4	No Conflict with Laws or Material Agreements; Compliance with Laws	89
SECTION 6.5	Payment of Taxes	90
SECTION 6.6	Governmental Approvals; Intellectual Property	90
SECTION 6.7	Environmental Regulations and Liabilities	90
SECTION 6.8	ERISA	90
SECTION 6.9	Margin Stock	91
SECTION 6.10	Investment Company Act	91
SECTION 6.11	Material Contracts	91
SECTION 6.12	Labor Matters	91
SECTION 6.13	Burdensome Provisions	91
SECTION 6.14	Financial Statements	91
SECTION 6.15	Solvency	92
SECTION 6.16	Ownership of Properties	92
SECTION 6.17	Litigation	92
SECTION 6.18	Anti-Corruption Laws; Anti-Money Laundering Laws; Sanctions and Outbound Investment Rules	92
SECTION 6.19	No Default	93
SECTION 6.20	Senior Indebtedness Status	93
SECTION 6.21	Disclosure	93
SECTION 6.22	Insurance	93
SECTION 6.23	Collateral	94
SECTION 6.24	Beneficial Ownership Certificate	94
SECTION 6.25	Covered Entities	94

ARTICLE VII AFFIRMATIVE COVENANTS		94

SECTION 7.1	Financial Statements and Budgets	94
SECTION 7.2	Certificates; Other Reports	95
SECTION 7.3	Notice of Litigation and Other Matters	96
SECTION 7.4	Preservation of Corporate Existence, Rights and Privileges; Compliance with Laws and Regulations	97
SECTION 7.5	Maintenance of Property	97
SECTION 7.6	Insurance	97
SECTION 7.7	Accounting Methods and Financial Records	97
SECTION 7.8	Payment of Taxes and Other Obligations	97
SECTION 7.9	Environmental Laws	98
SECTION 7.10	Compliance with ERISA	98
SECTION 7.11	Maintenance of Material Contracts	98


SECTION 7.12	Additional Material Non-TP Subsidiaries	98
SECTION 7.13	Use of Proceeds	98
SECTION 7.14	Compliance with Anti-Corruption Laws and Sanctions and Beneficial Ownership	99
SECTION 7.15	Collateral; Further Assurances	99
SECTION 7.16	Post-Closing Obligations	100

ARTICLE VIII NEGATIVE COVENANTS		100

SECTION 8.1	Indebtedness	100
SECTION 8.2	Liens	100
SECTION 8.3	Investments	100
SECTION 8.4	Merger, Consolidation, Change of Business; Dispositions	101
SECTION 8.5	Restricted Payments	102
SECTION 8.6	Transactions with Affiliates	103
SECTION 8.7	Accounting Changes; Organizational Documents	103
SECTION 8.8	Payments and Modifications of Subordinated Indebtedness	104
SECTION 8.9	No Further Negative Pledges	104
SECTION 8.10	Sale Leasebacks	105
SECTION 8.11	Financial Covenant	105
SECTION 8.12	Tax Preferred Subsidiary	106
SECTION 8.13	[Reserved]	106
SECTION 8.14	Limitations Regarding Outbound Investment Rules	106

ARTICLE IX DEFAULT AND REMEDIES		106

SECTION 9.1	Events of Default	106
SECTION 9.2	Remedies	108
SECTION 9.3	Rights and Remedies Cumulative; Non-Waiver; etc.	109
SECTION 9.4	Crediting of Payments and Proceeds	110
SECTION 9.5	Administrative Agent May File Proofs of Claim	111
SECTION 9.6	Credit Bidding	111

ARTICLE X THE ADMINISTRATIVE AGENT		112

SECTION 10.1	Appointment and Authority	112
SECTION 10.2	Rights as a Lender	112
SECTION 10.3	Exculpatory Provisions	113
SECTION 10.4	Reliance by the Administrative Agent	114
SECTION 10.5	Delegation of Duties	114
SECTION 10.6	Resignation of Administrative Agent	114
SECTION 10.7	Non-Reliance on Administrative Agent, Arrangers, Sustainability Coordinators and Other Lenders	116
SECTION 10.8	No Other Duties, Etc.	116
SECTION 10.9	Collateral and Guaranty Matters	116
SECTION 10.10	Secured Hedge Agreements, Secured Cash Management Agreements and Secured Permitted Letter of Credit Issuer Documents	117
SECTION 10.11	Erroneous Payments	118

ARTICLE XI MISCELLANEOUS		120

SECTION 11.1	Notices	120
SECTION 11.2	Amendments, Waivers and Consents	122
SECTION 11.3	Expenses; Indemnity	125
SECTION 11.4	Right of Setoff	127
SECTION 11.5	Governing Law; Jurisdiction, Etc.	128


SECTION 11.6	Waiver of Jury Trial	128
SECTION 11.7	Reversal of Payments	129
SECTION 11.8	Injunctive Relief	129
SECTION 11.9	Successors and Assigns; Participations	129
SECTION 11.10	Treatment of Certain Information; Confidentiality	133
SECTION 11.11	Performance of Duties	134
SECTION 11.12	All Powers Coupled with Interest	135
SECTION 11.13	Survival	135
SECTION 11.14	Titles and Captions	135
SECTION 11.15	Severability of Provisions	135
SECTION 11.16	Counterparts; Integration; Effectiveness; Electronic Execution	135
SECTION 11.17	Term of Agreement	137
SECTION 11.18	USA PATRIOT Act; Anti-Money Laundering Laws	137
SECTION 11.19	Independent Effect of Covenants	137
SECTION 11.20	No Advisory or Fiduciary Responsibility	137
SECTION 11.21	Inconsistencies with Other Documents	138
SECTION 11.22	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	138
SECTION 11.23	Judgment Currency	139
SECTION 11.24	Acknowledgement Regarding Any Supported QFCs	139
SECTION 11.25	Certain ERISA Matters	140


Exhibit A-1	-	Form of Revolving Credit Note
Exhibit A-2	-	Form of Swingline Note
Exhibit A-3	-	Form of Term Note
Exhibit B	-	Form of Notice of Borrowing
Exhibit C	-	Form of Notice of Account Designation
Exhibit D	-	Form of Notice of Prepayment
Exhibit E	-	Form of Notice of Conversion/Continuation
Exhibit F	-	Form of Officer’s Compliance Certificate
Exhibit G	-	Form of Assignment and Assumption
Exhibit H-1	-	Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Lenders)
Exhibit H-2	-	Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Participants)
Exhibit H-3	-	Form of U.S. Tax Compliance Certificate (Foreign Participant Partnerships)
Exhibit H-4	-	Form of U.S. Tax Compliance Certificate (Foreign Lender Partnerships)


Schedule 1.1	-	Existing Letters of Credit
Schedule 2.1	-	Commitments and Commitment Percentages
Schedule 2.1C	-	L/C Commitments
Schedule 6.2	-	Subsidiaries and Capitalization
Schedule 6.5	-	Tax Matters
Schedule 6.7	-	Environmental Matters
Schedule 6.16	-	Real Property
Schedule 6.17	-	Litigation
Schedule 7.16	-	Post-Closing Obligations
Schedule 8.1	-	Existing Indebtedness
Schedule 8.2	-	Existing Liens
Schedule 8.6	-	Transactions with Affiliates
Schedule 8.12	-	Tax Preferred Subsidiaries


Pricing Level	Consolidated Net Leverage Ratio	Commitment Fee			Term SOFR Loans			Base Rate Loans
I	Less than 1.00 to 1.00		0.175	%		1.125	%		0.125	%
II	Greater than or equal to 1.00 to 1.00 but less than 2.00 to 1.00		0.200	%		1.250	%		0.250	%
III	Greater than or equal to 2.00 to 1.00 but less than 3.00 to 1.00		0.250	%		1.500	%		0.500	%
IV	Greater than or equal to 3.00 to 1.00 but less than 4.00 to 1.00		0.275	%		1.750	%		0.750	%
V	Greater than or equal to 4.00 to 1.00		0.300	%		2.000	%		1.000	%


PAYMENT DATE		PRINCIPAL INSTALLMENT
December 31, 2026		$3,750,000
March 31, 2027		$3,750,000
June 30, 2027		$3,750,000
September 30, 2027		$3,750,000
December 31, 2027		$3,750,000
March 31, 2028		$3,750,000
June 30, 2028		$3,750,000
September 30, 2028		$3,750,000
December 31, 2028		$7,500,000
March 31, 2029		$7,500,000
June 30, 2029		$7,500,000
September 30, 2029		$7,500,000
December 31, 2029		$7,500,000
March 31, 2030		$7,500,000


June 30, 2030		$7,500,000
September 30, 2030		$7,500,000
December 31, 2030		$7,500,000
March 31, 2031		$7,500,000
June 30, 2031		$7,500,000
Term Loan Maturity Date		Remaining Outstanding Principal Amount


KORN FERRY,
as Borrower

By:		/s/ Andrew M. Katz
Name:		Andrew M. Katz
Title:		Assistant Treasurer


AGENTS AND LENDERS:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and Lender

By:		/s/ Michael Kim
Name:		Michael Kim
Title:		Managing Director


BANK OF AMERICA, N.A., as Lender

By:		/s/ Richard Kim
Name:		Richard Kim
Title:		Senior Vice President


CITY NATIONAL BANK, as Lender

By:		/s/ Mac Moore
Name:		Mac Moore
Title:		Vice President


HSBC BANK USA, NATIONAL ASSOCIATION, as Lender

By:		/s/ Tatiana Renko
Name:		Tatiana Renko
Title:		Managing Director


PNC BANK, NATIONAL ASSOCIATION, as Lender

By:		/s/ Peyman Parhami
Name:		Peyman Parhami
Title:		Senior Vice President


BMO BANK, N.A., as Lender

By:		/s/ Shikha Rehman
Name:		Shikha Rehman
Title:		Director


CITIBANK, N.A., as Lender

By:		/s/ Lawrence Martin
Name:		Lawrence Martin
Title:		Managing Director