UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


☑						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~January~~July 31, 2025


o						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ___________

Commission File Number 001-14505

KORN FERRY

(Exact Name of Registrant as Specified in its Charter)


Delaware						95-2623879
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

1900 Avenue of the Stars, Suite 1225, Los Angeles, California 90067

(Address of principal executive offices) (Zip Code)

(310) 552-1834

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large ~~Accelerated~~accelerated ~~Filer~~filer ☑ Accelerated filer o Non-accelerated filer o Smaller reporting company ☐o 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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of shares outstanding of our common stock as of ~~March~~September 43, 2025 was 5152,~~645~~390,~~879~~986 shares.

KORN FERRY

Table of Contents

Item #	Description	Page
	Part I. Financial Information
Item 1.	Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of January 31, 2025 (unaudited) and April 30, 2024	1
	Condensed Consolidated Balance Sheets as of July 31, 2025 (unaudited) and April 30, 2025	1
	Condensed Consolidated Statements of Income (unaudited) for the three and nine months ended January 31, 2025 and 2024	2
	Condensed Consolidated Statements of Income (unaudited) for the three months ended July 31, 2025 and 2024	2
	Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three and nine months ended January 31, 2025 and 2024	3
	Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three months ended July 31, 2025 and 2024	3
	Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for three and nine months ended January 31, 2025 and 2024	4
	Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for three months ended July 31, 2025 and 2024	4
	Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended January 31, 2025 and 2024	6
	Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended July 31, 2025 and 2024	5
	Notes to Condensed Consolidated Unaudited Financial Statements	76
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2523
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4234
Item 4.	Controls and Procedures	4335
	Part II. Other Information
Item 1.	Legal Proceedings	4436
Item 1A.	Risk Factors	4436
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4436
Item 5.	Other Information	4436
Item 6.	Exhibits	4537
	Signatures	4638

Item 1. Condensed Consolidated Financial Statements

KORN FERRY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	January 31,2025		April 30,2024
	July 31,2025		April 30,2025
	(unaudited)
	(in thousands, except per share data)
ASSETS
Cash and cash equivalents	$	~~779~~684,~~298~~855	$	~~941~~1,~~005~~006,964
Marketable securities	4036,~~658~~277		4236,~~742~~388
Receivables due from clients, net of allowance for doubtful accounts of $43,484 and $44,192 at January 31, 2025 and April 30, 2024, respectively	575,703		541,014
Receivables due from clients, net of allowance for doubtful accounts of $41,497 and $40,461 at July 31, 2025 and April 30, 2025, respectively	600,362		565,255
Income taxes and other receivables	5447,~~467~~062		4038,~~696~~394
Unearned compensation	6164,~~842~~033		5961,~~247~~649
Prepaid expenses and other assets	4558,~~352~~313		4941,~~456~~488
Total current assets	1,~~557~~490,~~320~~902		1,~~674~~750,~~160~~138
Marketable securities, non-current	~~241~~242,~~037~~162		~~211~~233,~~681~~626
Property and equipment, net	~~162~~179,~~769~~491		~~161~~173,~~849~~610
Operating lease right-of-use assets, net	~~148~~143,~~169~~262		~~160~~152,~~464~~712
Cash surrender value of company-owned life insurance policies, net of loans	~~254~~268,~~027~~556		~~218~~252,~~977~~621
Deferred income taxes	~~130~~139,~~427~~212		~~133~~144,~~564~~560
Goodwill	~~942~~948,~~105~~659		~~908~~948,~~376~~832
Intangible assets, net	7564,~~841~~043		8870,~~833~~193
Unearned compensation, non-current	~~111~~124,~~121~~817		99106,~~913~~965
Investments and other assets	2629,~~843~~493		2127,~~052~~967
Total assets	$	3,~~649~~630,~~659~~597	$	3,~~678~~861,~~869~~224
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	5155,~~659~~058	$	5058,~~112~~884
Income taxes payable	2023,~~653~~585		2423,~~076~~079
Compensation and benefits payable	~~416~~266,~~051~~671		~~525~~530,~~466~~473
Operating lease liability, current	36,~~806~~318		3638,~~073~~573
Other accrued liabilities	292,~~588~~768		~~298~~304,~~792~~589
Total current liabilities	~~817~~674,~~757~~400		~~934~~955,~~519~~598
Deferred compensation and other retirement plans	~~476~~504,~~413~~867		~~440~~477,~~396~~770
Operating lease liability, non-current	~~130~~126,~~850~~429		~~143~~131,~~507~~762
Long-term debt	397,~~535~~939		~~396~~397,~~946~~736
Deferred tax liabilities	46,~~952~~737		45,~~540~~981
Other liabilities	2421,~~875~~412		2120,~~636~~238
Total liabilities	1,~~852~~731,~~382~~784		1,~~941~~989,~~544~~085
Stockholders' equity
Common stock: $0.01 par value, 150,000 shares authorized, 78,287 and 77,460 shares issued and 51,573 and 51,983 shares outstanding at January 31, 2025 and April 30, 2024, respectively	365,435		414,885
Common stock: $0.01 par value, 150,000 shares authorized, 79,124 and 78,264 shares issued and 51,770 and 51,458 shares outstanding at July 31, 2025 and April 30, 2025, respectively	351,238		364,425
Retained earnings	1,~~549~~628,~~086~~701		1,~~425~~588,~~844~~274
Accumulated other comprehensive loss, net	(~~121~~87,~~781~~851)		(~~107~~86,~~671~~243)
Total Korn Ferry stockholders' equity	1,~~792~~892,~~740~~088		1,~~733~~866,~~058~~456
Noncontrolling interest	46,~~537~~725		45,~~267~~683
Total stockholders' equity	1,~~797~~898,~~277~~813		1,~~737~~872,~~325~~139
Total liabilities and stockholders' equity	$	3,~~649~~630,~~659~~597	$	3,~~678~~861,~~869~~224

The accompanying notes are an integral part of these condensed consolidated financial statements.

KORN FERRY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025		2024		~~2025~~		~~2024~~
	(in thousands, except per share data)
Fee revenue	$	~~668~~708,~~729~~613	$	~~668~~674,~~679~~946	$	~~2,018,040~~	$	~~2,071,871~~
Reimbursed out-of-pocket engagement expenses	76,~~809~~930		87,~~194~~815		~~23,219~~		~~23,711~~
Total revenue	~~676~~715,~~538~~543		~~676~~682,~~873~~761		~~2,041,259~~		~~2,095,582~~
Compensation and benefits	~~425~~461,~~319~~411		~~456~~451,~~216~~775		~~1,314,521~~		~~1,389,956~~
General and administrative expenses	6563,~~325~~874		6259,~~661~~999		~~189,865~~		~~194,315~~
Reimbursed expenses	76,~~809~~930		87,~~194~~815		~~23,219~~		~~23,711~~
Cost of services	7877,~~047~~194		7567,~~814~~544		~~210,248~~		~~231,516~~
Depreciation and amortization	2022,~~490~~686		19,~~509~~578		~~59,756~~		~~58,075~~
Restructuring charges, net	1,316		4,612		1,892		68,558
Total operating expenses	632,095		606,711
Total operating expenses	598,306		627,006		1,799,501		1,966,131
Operating income	83,448		76,050
Operating income	78,232		49,867		241,758		129,451
Other income, net	12,752		14,505
Other income, net	9,363		23,817		29,259		23,559
Interest expense, net	(3,516)		(3,945)
Interest expense, net	(5,461)		(4,946)		(15,032)		(16,282)
Income before provision for income taxes	92,684		86,610
Income before provision for income taxes	82,134		68,738		255,985		136,728
Income tax provision	25,250		22,354
Income tax provision	22,795		9,018		70,047		29,779
Net income	67,434		64,256
Net income	59,339		59,720		185,938		106,949
Net income attributable to noncontrolling interest	(798)		(1,652)
Net income attributable to noncontrolling interest	(925)		(649)		(4,120)		(2,984)
Net income attributable to Korn Ferry	$	66,636	$	62,604
Net income attributable to Korn Ferry	$	58,414	$	59,071	$	181,818	$	103,965
Earnings per common share attributable to Korn Ferry:
Basic	$	1.1228	$	1.1419	$	~~3.46~~	$	~~2.00~~
Diluted	$	1.1026	$	1.1317	$	~~3.40~~	$	~~1.99~~
Weighted-average common shares outstanding:
Basic	51,~~606~~466		51,~~126~~950		~~51,838~~		~~51,129~~
Diluted	52,~~364~~368		5152,~~343~~745		~~52,789~~		~~51,329~~

The accompanying notes are an integral part of these condensed consolidated financial statements.

KORN FERRY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

Three Months EndedJanuary 31,

Nine Months EndedJanuary 31,

Three Months EndedJuly 31,

2025

2024

~~2025~~

~~2024~~

(in thousands)

Net income

5967,~~339~~434

5964,~~720~~256

~~185,938~~

~~106,949~~

Other comprehensive income:

Other comprehensive (loss) income:

Foreign currency translation adjustments

(211,~~353~~292)

122,~~990~~279

~~(14,902)~~

~~(10,228)~~

Deferred compensation and pension plan adjustments, net of tax

56(14)

29(50)

~~(91)~~

Net unrealized (loss) gain on marketable securities, net of tax

(2358)

~~172~~64

~~344~~

Comprehensive income

3866,~~019~~070

7266,~~911~~549

~~171,016~~

~~97,149~~

Less: comprehensive income attributable to noncontrolling interest

(~~885~~1,042)

(~~897~~1,134)

~~(3,308)~~

~~(3,350)~~

Comprehensive income attributable to Korn Ferry

3765,~~134~~028

7265,~~014~~415

~~167,708~~

~~93,799~~

The accompanying notes are an integral part of these condensed consolidated financial statements.

KORN FERRY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited)

	Common Stock			RetainedEarnings		AccumulatedOtherComprehensive Loss, Net		TotalKorn FerryStockholders'Equity		NoncontrollingInterest		Total Stockholder's Equity
	Shares	Amount
	(in thousands)
Balance as of April 30, 2024	51,983	$	414,885	$	1,425,844	$	(107,671)	$	1,733,058	$	4,267	$	1,737,325
Balance as of April 30, 2025	51,458	$	364,425	$	1,588,274	$	(86,243)	$	1,866,456	$	5,683	$	1,872,139
Net income	—	—		6266,~~604~~636		—		6266,~~604~~636		~~1,652~~798		6467,~~256~~434
Other comprehensive income (loss)	—	—		—		2,811		2,811		(518)		2,293
Other comprehensive (loss) income	—	—		—		(1,608)		(1,608)		244		(1,364)
Dividends paid to shareholders	—	—		(19,800)		—		(19,800)		—		(19,800)
Dividends paid to stockholders	—	—		(26,209)		—		(26,209)		—		(26,209)
Purchase of stock	(~~604~~400)	(4028,~~113~~597)		—		—		(4028,~~113~~597)		—		(4028,~~113~~597)
Issuance of stock	~~775~~712	4,~~720~~620		—		—		4,~~720~~620		—		4,~~720~~620
Stock-based compensation	—	10,~~561~~790		—		—		10,~~561~~790		—		10,~~561~~790
Balance as of July 31, 2024	52,154	390,053		1,468,648		(104,860)		1,753,841		5,401		1,759,242
Balance as of July 31, 2025	51,770	$	351,238	$	1,628,701	$	(87,851)	$	1,892,088	$	6,725	$	1,898,813
Net income	—	—		60,800		—		60,800		1,543		62,343
Other comprehensive income (loss)	—	—		—		4,359		4,359		(254)		4,105
Dividends paid to shareholders	—	—		(19,462)		—		(19,462)		—		(19,462)
Dividends paid to noncontrolling interest	—	—		—		—		—		(1,570)		(1,570)
Purchase of stock	(461)	(32,944)		—		—		(32,944)		—		(32,944)
Issuance of stock	55	—		—		—		—		—		—
Stock-based compensation	—	11,151		—		—		11,151		—		11,151
Balance as of October 31, 2024	51,748	368,260		1,509,986		(100,501)		1,777,745		5,120		1,782,865
Net income	—	—		58,414		—		58,414		925		59,339
Other comprehensive loss	—	—		—		(21,280)		(21,280)		(40)		(21,320)
Dividends paid to shareholders	—	—		(19,314)		—		(19,314)		—		(19,314)
Dividends paid to noncontrolling interest	—	—		—		—		—		(1,468)		(1,468)
Purchase of stock	(238)	(17,972)		—		—		(17,972)		—		(17,972)
Issuance of stock	63	4,022		—		—		4,022		—		4,022
Stock-based compensation	—	11,125		—		—		11,125		—		11,125
Balance as of January 31, 2025	51,573	$	365,435	$	1,549,086	$	(121,781)	$	1,792,740	$	4,537	$	1,797,277


	Common Stock			Retained Earnings		Accumulated Other Comprehensive Loss, Net		Total Korn Ferry Stockholders' Equity		Noncontrolling Interest		Total Stockholder's Equity
	Shares	Amount

	(in thousands)
Balance as of April 30, 2024	51,983	$	414,885	$	1,425,844	$	(107,671)	$	1,733,058	$	4,267	$	1,737,325
Net income	—	—		62,604		—		62,604		1,652		64,256
Other comprehensive income (loss)	—	—		—		2,811		2,811		(518)		2,293
Dividends paid to stockholders	—	—		(19,800)		—		(19,800)		—		(19,800)
Purchase of stock	(604)	(40,113)		—		—		(40,113)		—		(40,113)
Issuance of stock	775	4,720		—		—		4,720		—		4,720
Stock-based compensation	—	10,561		—		—		10,561		—		10,561
Balance as of July 31, 2024	52,154	$	390,053	$	1,468,648	$	(104,860)	$	1,753,841	$	5,401	$	1,759,242

The accompanying notes are an integral part of these condensed consolidated financial statements.

KORN FERRY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS’~~CASH ~~EQUITY~~FLOWS

(unaudited)

	Common Stock				RetainedEarnings		AccumulatedOtherComprehensive Loss, Net		TotalKorn FerryStockholders'Equity		NoncontrollingInterest		Total Stockholder's Equity
	Three Months EndedJuly 31,
	Shares		Amount
	2025		2024
	(in thousands)
Balance as of April 30, 2023	52,269		$	429,754	$	1,311,081	$	(92,764)	$	1,648,071	$	4,934	$	1,653,005
Cash flows from operating activities:
Net income	—$	67,434	—$	64,256	~~46,605~~		—		~~46,605~~		~~580~~		~~47,185~~
Other comprehensive income	—		—		—		2,293		2,293		335		2,628
Adjustments to reconcile net income to net cash used in operating activities:
Dividends paid to shareholders	—		—		(9,627)		—		(9,627)		—		(9,627)
Depreciation and amortization	22,686		19,578
Purchase of stock	(291)		(14,358)		—		—		(14,358)		—		(14,358)
Stock-based compensation expense	11,009		10,783
Issuance of stock	727		5,217		—		—		5,217		—		5,217
Deferred income taxes	6,499		9,676
Stock-based compensation	—		8,480		—		—		8,480		—		8,480
Provision for doubtful accounts	4,793		5,110
Balance as of July 31, 2023	52,705		429,093		1,348,059		(90,471)		1,686,681		5,849		1,692,530
Gain on marketable securities	(12,324)		(14,185)
Net (loss) income	—		—		(1,711)		—		(1,711)		1,755		44
Gain on cash surrender value of life insurance policies	(2,569)		(2,246)
Other comprehensive loss	—		—		—		(25,402)		(25,402)		(217)		(25,619)
Change in other assets and liabilities:
Dividends paid to shareholders	—		—		(9,662)		—		(9,662)		—		(9,662)
Deferred compensation	27,763		22,938
Dividends paid to noncontrolling interest	—		—		—		—		—		(3,040)		(3,040)
Receivables due from clients	(39,900)		(37,115)
Purchase of stock	(100)		(4,765)		—		—		(4,765)		—		(4,765)
Income taxes and other receivables	(8,539)		(9,003)
Issuance of stock	51		—		—		—		—		—		—
Prepaid expenses and other assets	(16,825)		(7,023)
Stock-based compensation	—		11,012		—		—		11,012		—		11,012
Unearned compensation	(20,236)		(16,386)
Balance as of October 31, 2023	52,656		435,340		1,336,686		(115,873)		1,656,153		4,347		1,660,500
Income taxes payable	125		(964)
Net income	—		—		59,071		—		59,071		649		59,720
Accounts payable and accrued liabilities	(276,906)		(272,117)
Other comprehensive income	—		—		—		12,943		12,943		248		13,191
Other	(377)		(487)
Dividends paid to shareholders	—		—		(17,617)		—		(17,617)		—		(17,617)
Net cash used in operating activities	(237,367)		(227,185)
Dividends paid to noncontrolling interest	—		—		—		—		—		(1,456)		(1,456)
Cash flows from investing activities:
Purchase of stock	(384)		(21,102)		—		—		(21,102)		—		(21,102)
Purchase of property and equipment	(22,599)		(10,497)
Issuance of stock	73		4,056		—		—		4,056		—		4,056
Purchase of marketable securities	(9,630)		(11,181)
Stock-based compensation	—		10,119		—		—		10,119		—		10,119
Proceeds from sales/maturities of marketable securities	13,543		8,351
Balance as of January 31, 2024	52,345		$	428,413	$	1,378,140	$	(102,930)	$	1,703,623	$	3,788	$	1,707,411
Proceeds from life insurance policies	7		93
Premium on company-owned life insurance policies	(13,502)		(13,502)
Net cash used in investing activities	(32,181)		(26,736)
Cash flows from financing activities:
Dividends paid to stockholders	(26,209)		(19,800)
Repurchases of common stock	(10,298)		(23,488)
Payments of tax withholdings on restricted stock	(18,704)		(16,625)
Proceeds from issuance of common stock in connection with an employee stock purchase plan	4,158		4,248
Principal payments on finance leases	(499)		(412)
Net cash used in financing activities	(51,552)		(56,077)
Effect of exchange rate changes on cash and cash equivalents	(1,009)		2,369
Net decrease in cash and cash equivalents	(322,109)		(307,629)
Cash and cash equivalents at beginning of period	1,006,964		941,005
Cash and cash equivalents at end of the period	$	684,855	$	633,376

The accompanying notes are an integral part of these condensed consolidated financial statements.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED ~~STATEMENTS~~UNAUDITED OFFINANCIAL ~~CASH FLOWS~~STATEMENTS

~~(unaudited)~~July 31, 2025

	Nine Months EndedJanuary 31,
	2025		2024
	(in thousands)
Cash flows from operating activities:
Net income	$	185,938	$	106,949
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	59,756		58,075
Stock-based compensation expense	33,464		30,260
Provision for doubtful accounts	12,918		17,204
Gain on marketable securities	(27,992)		(22,801)
Deferred income taxes	5,964		(18,818)
Gain on cash surrender value of life insurance policies	(7,253)		(6,444)
Impairment of right-of-use assets	2,452		1,629
Impairment of fixed assets	509		1,575
Change in other assets and liabilities:
Accounts payable and accrued liabilities	(127,755)		(147,559)
Receivables due from clients	(35,933)		(37,320)
Deferred compensation	39,860		49,609
Unearned compensation	(13,803)		(4,274)
Income taxes and other receivables	(13,347)		(8,712)
Income taxes payable	(7,364)		3,410
Prepaid expenses and other assets	4,279		(158)
Other	(3,144)		(520)
Net cash provided by operating activities	108,549		22,105
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired	(44,442)		—
Purchase of property and equipment	(42,191)		(43,287)
Proceeds from sales/maturities of marketable securities	33,428		38,138
Purchase of marketable securities	(31,916)		(40,714)
Premium on company-owned life insurance policies	(28,213)		(14,953)
Proceeds from life insurance policies	612		16,272
Dividends received from unconsolidated subsidiaries	40		—
Net cash used in investing activities	(112,682)		(44,544)
Cash flows from financing activities:
Repurchases of common stock	(73,920)		(30,128)
Dividends paid to shareholders	(58,576)		(36,906)
Payments of tax withholdings on restricted stock	(17,053)		(10,609)
Proceeds from issuance of common stock in connection with an employee stock purchase plan	7,868		8,347
Dividends - noncontrolling interest	(3,038)		(4,496)
Principal payments on finance leases	(1,211)		(1,361)
Payments on life insurance policy loans	(519)		(123)
Net cash used in financing activities	(146,449)		(75,276)
Effect of exchange rate changes on cash and cash equivalents	(11,125)		(9,512)
Net decrease in cash and cash equivalents	(161,707)		(107,227)
Cash and cash equivalents at beginning of period	941,005		844,024
Cash and cash equivalents at end of the period	$	779,298	$	736,797

The accompanying notes are an integral part of these condensed consolidated financial statements.

KORN FERRY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTSJanuary 31, 2025

1. Organization and Summary of Significant Accounting Policies

Nature of Business

Korn Ferry, a Delaware corporation, and its subsidiaries (the “Company”) is a global ~~organizational~~ consulting firm, ~~bringing~~that ~~together~~powers performance. The Company helps unlock the potential in people and unleash transformation across organizations—synchronizing strategy, operations, and talent to ~~drive~~accelerate ~~superior~~ performance, ~~for~~fuel ~~our~~growth, ~~clients~~and inspire a legacy of change. ~~The~~Korn ~~Company~~Ferry ~~works~~has ~~with~~expanded ~~clients~~its tocapabilities ~~design~~and ~~their~~become ~~organizational~~a ~~structures,~~comprehensive ~~roles,~~partner for talent and ~~responsibilities~~organizational performance. The Company ~~helps~~delivers ~~organizations~~a ~~hire~~broad ~~the~~range ~~right~~of ~~people~~offerings ~~and~~across ~~advise~~the ~~them~~talent onlifecycle, ~~how~~combining todeep ~~reward,~~expertise ~~develop,~~with ~~and~~scalable ~~motivate~~delivery ~~their~~models ~~workforce.~~to ~~And~~meet the ~~Company~~needs ~~helps~~of ~~professionals~~organizations ~~navigate~~at ~~and~~every ~~advance~~stage ~~their~~of ~~careers~~growth.

~~The~~Korn ~~Company~~Ferry isdelivers ~~pursuing~~its aservices ~~strategy~~through ~~designed~~five toSolution ~~help~~areas ~~our~~and ~~colleagues focus on clients~~together, bythese ~~bringing~~areas ~~all~~comprise ofeight ~~our~~reportable ~~resources~~segments, ~~together~~supported toby ~~solve~~a ~~their~~centralized ~~human~~corporate ~~capital~~function ~~issues.~~that ~~This~~drives ~~approach~~consistency, isinnovation, ~~intended~~and toscale. ~~build~~These onsegments ~~the~~represent ~~best~~how of the Company’s ~~past~~currently organizes and ~~give~~delivers ~~the~~work ~~Company a clear path~~ to the ~~future~~market, ~~with~~enabling ~~focused~~Korn ~~initiatives~~Ferry to ~~increase~~deliver ~~its~~specialized ~~client~~expertise ~~and~~at ~~commercial~~scale ~~impact.~~while ~~Korn~~remaining ~~Ferry~~agile isin ~~transforming~~response ~~how~~to ~~clients~~evolving ~~address~~client ~~their talent management~~ needs. The ~~Company~~five ~~has~~Solution ~~evolved~~areas ~~from~~are athe ~~mono-line~~following: ~~to a diversified business, giving its consultants more frequent and expanded opportunities to engage with clients.~~

~~The~~1.Consulting ~~Company~~helps ~~services its~~ clients ~~with~~design aand ~~core~~implement ~~set~~the ~~of solutions that are anchored around~~ talent ~~and~~strategies, ~~talent~~organizational ~~management – touching nearly every aspect of an employer’s engagement with their employees. Our five core solutions are as follows: Organizational Strategy~~structures, ~~Assessment~~ and ~~Succession,~~workforce ~~Leadership~~capabilities and ~~Professional~~rewards ~~Development,~~to ~~Total~~drive ~~Rewards, and Talent Acquisition~~growth. ~~Our~~The ~~colleagues~~consulting ~~engage~~teams ~~with~~collaborate ~~our~~across ~~clients~~Korn ~~through~~Ferry ~~the~~to ~~delivery~~deliver ofintegrated ~~one of our core~~ solutions asthat asupport ~~point~~end-to-end ~~solution~~transformation—from ~~sale~~strategy or through ~~combining component parts of our core solutions into an integrated solution~~execution. ~~In either case, we are helping solve clients’ most challenging business and human capital issues.~~

2.Digital leads the development, integration and commercialization of products in the Korn Ferry Talent Suite, as well as enabling technology across Korn Ferry's other Solution areas. Built on decades of proprietary data, intellectual property ("IP"), behavioral science, and talent intelligence, these tools empower data-driven decision-making and provide real-time access to benchmarks, assessments, talent development, rewards, and diagnostics across the talent lifecycle. They are leveraged in multiple ways: by consultants within service delivery, as embedded components of Integrated Solutions, or accessed directly by clients through subscription-and license-based models.

3.Executive Search delivers industry-leading executive recruitment across global markets, powered by decades of expertise and deep industry/sector specialization, and Korn Ferry’s own top-tier executive search professionals. The Company helps organizations recruit board-level, C-suite, and senior executive talent, using proprietary assessments, leadership benchmarks, and deep functional insight to identify leaders who align with strategy, culture, and long-term priorities. This solution is managed and reported on a geographic basis and represents four of the Company’s reportable segments (Executive Search North America, Executive Search Europe, Middle East and Africa (“EMEA”), Executive Search Asia Pacific ("APAC"), and Executive Search Latin America).

4.Professional Search & Interim focuses on scalable, high impact recruiting and interim talent solutions at the professional level that offer flexibility and speed in dynamic business environments. Korn Ferry helps clients rapidly place permanent professionals and senior/professional interim leaders across business-critical functions such as Finance and Accounting, IT, HR, and Operations.

5.Recruitment Process Outsourcing ("RPO") provides high-volume, outsourced hiring solutions that deliver end-to-end talent acquisition services for enterprise clients. These programs are delivered through global Talent Delivery Centers, using a technology enabled platform and are designed and managed to align with each client’s business objectives, leveraging Korn Ferry’s IP, data, science, and deep talent expertise. Advanced technology and AI-driven tools are used to enhance the platform to drive scale, efficiency, and quality, while offering an engaging experience for candidates throughout the hiring process.

Basis of Consolidation and Presentation

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended April 30, ~~2024~~2025 for the Company and its wholly and majority owned/controlled domestic and international subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The preparation of the condensed consolidated financial statements conform with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X and prevailing practice within the Company's different industries. The accompanying condensed consolidated financial statements include all adjustments consisting of normal recurring accruals and any other adjustments that management considers necessary for a fair presentation of the results for these periods. The results of operations for the interim period are not necessarily indicative of the results for the entire fiscal year or any other period.

The Company considers events or transactions that occur after the balance sheet date but before the condensed consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosures.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2025 (continued)

Use of Estimates and Uncertainties

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from these estimates, and changes in estimates are reported in current operations as new information is learned or upon the amounts becoming fixed or determinable.

Revenue Recognition

Substantially all fee revenue is derived from talent and organizational consulting services and digital sales, stand-alone or as part of a solution, fees for professional services related to executive and professional recruitment performed on a retained basis, interim services and ~~Recruitment Process Outsourcing ("~~RPO"), either stand-alone or as part of a solution.

Revenue is recognized when control of the goods and services are transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods and services. Revenue contracts with customers are evaluated based on the five-step model outlined in Accounting Standards Codification (“ASC”) 606 (“ASC 606”), Revenue from Contracts with Customers: 1) identify the contract with a customer; 2) identify the performance obligation(s) in the contract; 3) determine the transaction price; 4) allocate the transaction price to the separate performance obligation(s); and 5) recognize revenue when (or as) each performance obligation is satisfied.

Consulting fee revenue is primarily recognized as services are rendered, measured by total hours incurred as a percentage of the total estimated hours at completion. It is possible that updated estimates for consulting engagements may vary from initial estimates with such updates being recognized in the period of determination. Depending on the timing of billings and services rendered, the Company accrues or defers revenue as appropriate.

7Digital fee revenue is generated from IP based software products enabling large-scale talent programs for pay, talent development, engagement, and assessment and is consumed directly by an end user or indirectly through a consulting engagement. Revenue is recognized as services are delivered and the Company has a legally enforceable right to payment. Revenue also comes from the sale of the Company’s product subscriptions, which are considered symbolic IP due to the dynamic nature of the content. As a result, revenue is recognized over the term of the contract. Functional IP licenses grant customers the right to use IP content via the delivery of a flat file. Because the IP content license has significant stand-alone functionality, revenue is recognized upon delivery and when an enforceable right to payment exists. Revenue for tangible and digital products sold by the Company, such as books and digital files, is recognized when these products are shipped.

KORN FERRY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTSJanuary 31, 2025 (continued)

Digital fee revenue is generated from intellectual property ("IP") based software products enabling large-scale talent programs for pay, talent development, engagement, and assessment and is consumed directly by an end user or indirectly through a consulting engagement. Revenue is recognized as services are delivered and the Company has a legally enforceable right to payment. Revenue also comes from the sale of the Company’s product subscriptions, which are considered symbolic IP due to the dynamic nature of the content. As a result, revenue is recognized over the term of the contract. Functional IP licenses grant customers the right to use IP content via the delivery of a flat file. Because the IP content license has significant stand-alone functionality, revenue is recognized upon delivery and when an enforceable right to payment exists. Revenue for tangible and digital products sold by the Company, such as books and digital files, is recognized when these products are shipped.

Fee revenue from executive and professional search activities is generally one-third of the estimated first-year cash compensation of the placed candidate, plus a percentage of the fee to cover indirect engagement-related expenses. In addition to the search retainer, an uptick fee is billed when the actual compensation awarded by the client for a placement is higher than the estimated compensation. In the aggregate, upticks have been a relatively consistent percentage of the original estimated fee; therefore, the Company estimates upticks using the expected value method based on historical data on a portfolio basis. In a standard search engagement, there is one performance obligation, which is the promise to undertake a search. The Company generally recognizes such revenue over the course of a search and when it is legally entitled to payment as outlined in the billing terms of the contract. Any revenues associated with services that are provided on a contingent basis are recognized once the contingency is resolved, as this is when control is transferred to the customer. These assumptions determine the timing of revenue recognition for the reported period. In addition to talent acquisition for permanent placement roles, the Professional Search & Interim segment also offers recruitment services for interim roles. Interim roles are short term in duration, generally less than 12 months. Generally, each interim role is a separate performance obligation. The Company recognizes fee revenue over the duration that the interim resources’ services are provided which also aligns to the contracted invoicing plan and enforceable right to payment.

RPO fee revenue is generated through two distinct phases: 1) the implementation phase and 2) the post-implementation recruitment phase. The fees associated with the implementation phase are recognized over the period that the related implementation services are provided. The post-implementation recruitment phase represents end-to-end recruiting services to clients for which there are both fixed and variable fees, which are recognized over the period that the related recruiting services are performed.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2025 (continued)

Allowance for Doubtful Accounts

An allowance is established for doubtful accounts by taking a charge to general and administrative expenses. The Company’s expected credit loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers’ trade accounts receivable. Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is primarily based on historical loss-rate experience. When required, the Company adjusts the loss-rate methodology to account for current conditions and reasonable and supportable expectations of future economic and market conditions. The Company generally assesses future economic condition for a period of sixty to ninety days, which corresponds with the contractual life of its accounts receivables. After the Company exhausts its, collection efforts, the amount of the allowance is reduced for balances written off as uncollectible.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. As of ~~January~~July 31, 2025 and April 30, ~~2024~~2025, the Company'’s investments in cash equivalents consisted of money market funds, and ~~as of April 30, 2024 also consisted of~~ commercial paper with initial maturity of less than 90 days for which market prices are readily available. The Company maintains its cash and cash equivalents in bank accounts that exceed federally insured FDIC limits. The Company has not experienced any losses in such accounts.

Marketable Securities

The Company currently has investments in marketable securities and mutual funds that are classified as either equity securities or available-for-sale debt securities. The classification of the investments in these marketable securities and mutual funds is assessed upon purchase and reassessed at each reporting period. These investments are recorded at fair value and are classified as marketable securities in the accompanying condensed consolidated balance sheets. The investments that the Company may sell within the next 12 months are ~~recognized~~carried as current assets.

8The Company invests in mutual funds (for which market prices are readily available) that are held in trust to satisfy obligations under the Company’s deferred compensation plans. Such investments are classified as equity securities and mirror the employees’ investment elections in their deemed accounts in the Executive Capital Accumulation Plan and similar plans in Asia Pacific and Canada (collectively, “ECAP”) from a pre-determined set of securities. Realized gains (losses) on marketable securities are determined by specific identification. Interest is recognized on an accrual basis; dividends are recorded as earned on the ex-dividend date. Interest, dividend income and the changes in fair value in marketable securities are recorded in the accompanying condensed consolidated statements of income in other income, net.

~~KORN~~The ~~FERRY~~Company ~~AND~~also ~~SUBSIDIARIESNOTES~~invests TOcash ~~CONDENSED~~in ~~CONSOLIDATED~~excess ~~UNAUDITED~~of ~~FINANCIAL~~its ~~STATEMENTSJanuary~~daily 31operating requirements and capital needs primarily in marketable fixed income (debt) securities in accordance with the Company’s investment policy, ~~2025~~which restricts the type of investments that can be made. The Company’s investment portfolio includes commercial paper, corporate notes/bonds and U.S. Treasury and Agency securities. These marketable fixed income (~~continued~~debt) securities are classified as available-for-sale securities based on management’s decision, at the date such securities are acquired, not to hold these securities to maturity or actively trade them. The Company carries these marketable debt securities at fair value based on the market prices for these marketable debt securities or similar debt securities whose prices are readily available. The changes in fair values, net of applicable taxes, are recorded as unrealized gains or losses as a component of comprehensive income unless the change is due to credit loss. A credit loss is recorded in the condensed consolidated statements of income in other income, net; any amount in excess of the credit loss is recorded as unrealized losses as a component of comprehensive income. Generally, the amount of the loss is the difference between the cost or amortized cost and its then current fair value; a credit loss is the difference between the discounted expected future cash flows to be collected from the debt security and the cost or amortized cost of the debt security. During the three months ended July 31, 2025 and 2024, no amount was recognized as a credit loss for the Company’s available for sale debt securities.

The Company invests in mutual funds (for which market prices are readily available) that are held in trust to satisfy obligations under the Company’s deferred compensation plans. Such investments are classified as equity securities and mirror the employees’ investment elections in their deemed accounts in the Executive Capital Accumulation Plan and similar plans in Asia Pacific and Canada (“ECAP”) from a pre-determined set of securities. Realized gains (losses) on marketable securities are determined by specific identification. Interest is recognized on an accrual basis; dividends are recorded as earned on the ex-dividend date. Interest, dividend income and the changes in fair value in marketable securities are recorded in the accompanying condensed consolidated statements of income in other income, net.

The Company also invests cash in excess of its daily operating requirements and capital needs primarily in marketable fixed income (debt) securities in accordance with the Company’s investment policy, which restricts the type of investments that can be made. The Company’s investment portfolio includes commercial paper, corporate notes/bonds and U.S. Treasury and Agency securities. These marketable fixed income (debt) securities are classified as available-for-sale securities based on management’s decision, at the date such securities are acquired, not to hold these securities to maturity or actively trade them. The Company carries these marketable debt securities at fair value based on the market prices for these marketable debt securities or similar debt securities whose prices are readily available. The changes in fair values, net of applicable taxes, are recorded as unrealized gains or losses as a component of comprehensive income unless the change is due to credit loss. A credit loss is recorded in the condensed consolidated statements of income in other income, net; any amount in excess of the credit loss is recorded as unrealized losses as a component of comprehensive income. Generally, the amount of the loss is the difference between the cost or amortized cost and its then current fair value; a credit loss is the difference between the discounted expected future cash flows to be collected from the debt security and the cost or amortized cost of the debt security. During the three and nine months ended January 31, 2025 and 2024, no amount was recognized as a credit loss for the Company’s available for sale debt securities.

Fair Value of Financial Instruments

Fair value is the price the Company would receive to sell an asset or transfer a liability (exit price) in an orderly transaction between market participants. For those assets and liabilities recorded or disclosed at fair value, the Company determines the fair value based upon the quoted market price, if available. If a quoted market price is not available for identical assets, the fair value is based upon the quoted market price of similar assets. The fair values are assigned a level within the fair value hierarchy as defined below:

•Level 1: Observable inputs such as quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2025 (continued)

•Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

•Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

As of ~~January~~July 31, 2025 and April 30, ~~2024~~2025, the Company held certain assets that are required to be measured at fair value on a recurring basis. These included cash equivalents, accounts receivable, marketable securities and foreign currency forward contracts. The carrying amount of cash equivalents and accounts receivable approximates fair value due to the short-term maturity of these instruments. The fair values of marketable securities classified as equity securities are obtained from quoted market prices, and the fair values of marketable securities classified as available-for-sale and foreign currency forward contracts are obtained from a third party, which are based on quoted prices or market prices for similar assets and financial instruments.

KORN FERRY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTSJanuary 31, 2025 (continued)

Business Acquisitions

Business acquisitions are accounted for under the acquisition method. The acquisition method requires the reporting entity to identify the acquirer, determine the acquisition date, recognize and measure at fair value the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquired entity, and recognize and measure goodwill or a gain from the purchase. The acquiree’s results are included in the Company’s condensed consolidated financial statements from the date of acquisition. Identifiable assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over the amounts recognized is recorded as goodwill, or if the fair value of the assets acquired exceeds the purchase price consideration, a bargain purchase gain is recorded. Among other things, goodwill arises because the purchase prices for businesses acquired reflect a number of factors including the future earnings and cash flow potential of the businesses, the multiple to earnings, cash flow and other factors at which similar businesses have been purchased by other acquirers, the competitive nature of the processes by which the Company acquired the businesses, avoidance of the time and costs which would be required (and the associated risks that would be encountered) to enhance the Company's existing product offerings to key target markets and enter into new and profitable businesses and the complementary strategic fit and resulting synergies these businesses bring to existing operations. Adjustments to fair value assessments that existed about the assets and liabilities at the acquisition date are generally recorded as a purchase price adjustment to goodwill over the measurement period (not longer than 12 months). The acquisition method also requires that acquisition-related transaction and post-acquisition restructuring costs be charged to expense as committed and requires the Company to recognize and measure at fair value identifiable assets and liabilities including those arising from contingencies and contingent consideration in a business combination.

Impairment of Long-Lived Assets

Long-lived assets include property, equipment, right-of-use ("ROU") assets and software developed or obtained for internal use. Management reviews the Company’s recorded long-lived assets for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company determines the extent to which an asset may be impaired based upon its expectation of the asset’s future usability, as well as on a reasonable assurance that the future cash flows associated with the asset will be in excess of its carrying amount. If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between fair value and the carrying value of the asset. During the three and nine months ended January 31, 2025, the Company reduced its real estate footprint and as a result, the Company recognized an impairment charge of ROU assets of $2.5 million and an impairment of leasehold improvements and furniture and fixtures of $0.2 million, both recorded in the condensed consolidated statements of income in general and administrative expenses. Furthermore, during the three and nine months ended January 31, 2025, the Company also recognized a $0.4 million software impairment charge in the Digital segment, which was recorded in the condensed consolidated statements of income in general and administrative expenses. During the nine months ended January 31, 2024, the Company reduced its real estate footprint and as a result, the Company recognized an impairment charge of ROU assets of $1.6 million and an impairment of leasehold improvements and furniture and fixtures of $0.1 million, both recorded in the condensed consolidated statements of income in general and administrative expenses. During the nine months ended January 31, 2024, the Company also recognized a $1.5 million software impairment charge in the Digital segment, which was recorded in the condensed consolidated statements of income in general and administrative expenses.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of assets acquired. Goodwill is tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. Results of the ~~most~~annual ~~recent~~qualitative ~~quantitative impairment~~ test performed as of February 1, ~~2024~~2025, indicated that the fair value of each of the reporting units exceeded its carrying ~~amount~~value and no indicators of impairment were identified. As a result, no impairment charge was recognized. As of ~~January~~July 31, 2025 and April 30, ~~2024~~2025, there were no indicators of potential impairment with respect to the Company’s goodwill that would require further testing for impairment.

Intangible assets primarily consist of customer lists, non-compete agreements, proprietary databases and IP. Intangible assets are recorded at their estimated fair value at the date of acquisition and are amortized in a pattern in which the asset is consumed if that pattern can be reliably determined, or using the straight-line method over their estimated useful lives, which range from one to 24 years. For intangible assets subject to amortization, an impairment loss is recognized if the carrying amount of the intangible assets is not recoverable and exceeds fair value. The carrying amount of the intangible assets is considered not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from use of the asset. The Company reviewed its intangible assets and did not identify any indicators of impairment as of ~~January~~July 31, 2025 and April 30, ~~2024~~2025.

KORN FERRY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTSJanuary 31, 2025 (continued)

Restructuring Charges, Net

The Company accounts for its restructuring charges as a liability when the obligations are incurred and records such charges at fair value. Changes in the estimates of the restructuring charges are recorded in the period the change is determined.

Earnings Per Share

The Company treats unvested share-based payment awards that have non-forfeitable rights to dividends prior to vesting as a separate class of securities in calculating earnings per share. The Company has granted and expects to continue to grant to certain employees under its restricted stock agreements, grants that contain non-forfeitable rights to dividends. Such grants are considered participating securities. Therefore, the Company is required to apply the two-class method in calculating earnings per share. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. The dilutive effect of participating securities is calculated using the more dilutive of the treasury method or the two-class method.

Basic earnings per common share was computed using the two-class method by dividing basic net earnings attributable to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per common share was computed using the two-class method by dividing diluted net earnings attributable to common stockholders by the weighted-average number of common shares outstanding plus dilutive common equivalent shares. Dilutive common equivalent shares include all in-the-money outstanding options or other contracts to issue common stock as if they were exercised or converted. Financial instruments that are not in the form of common stock, but when converted into common stock increase earnings per share ~~or decrease loss per share~~, are anti-dilutive and are not included in the computation of diluted earnings per share.

Recent Accounting Standards - Not Yet Adopted

In ~~November~~December 2023, the Financial Accounting Standards Board issued an amendment to the accounting update for ~~all~~income ~~public~~taxes ~~entities~~disclosures. ~~that~~The ~~are~~new ~~required~~amendment toprovides ~~report~~improvements ~~segment~~to ~~information~~annual inincome ~~accordance~~tax ~~with~~disclosures ~~Topic~~by ~~280,~~requiring ~~Segment~~specific ~~Reporting.~~categories ~~The amendment~~ in ~~this~~the ~~update~~rate ~~improves~~reconciliation ~~reportable~~and ~~segment~~disaggregated ~~disclosure~~information ~~requirements,~~for ~~primarily~~income ~~through~~taxes ~~enhanced disclosures about significant segment expense~~paid. The amendment inof this update is effective for ~~fiscal~~annual ~~years~~periods beginning after December 15, ~~2023~~2024, and ~~interim~~should ~~periods~~be ~~with~~applied ~~fiscal~~on ~~years~~a ~~beginning~~prospective ~~after December 15, 2024~~basis. The Company will adopt this guidance beginning in fiscal ~~2025~~2026 ~~and~~for inits ~~interim~~annual ~~periods~~report ~~beginning~~for inthe ~~fiscal~~year ending April 30, 2026. The adoption of this guidance is not anticipated to have a material impact on the condensed consolidated financial statements.

In December 2023, the Financial Accounting Standards Board issued an accounting update for income taxes disclosures. The new amendments provide improvements to income tax disclosures by requiring specific categories in the rate reconciliation and disaggregated information for income taxes paid. The amendments of this update are effective for annual periods beginning after December 15, 2024, and should be applied on a prospective basis. The Company will adopt this guidance in its fiscal year beginning May 1, 2025. The adoption of this guidance is not anticipated to have a material impact on the condensed consolidated financial statements.9

InKORN ~~November~~FERRY ~~2024,~~AND the Financial Accounting Standards Board issued an accounting update that requires public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period. The amendment in this update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company will adopt this guidance in fiscal 2028 and in interim periods beginning in fiscal 2029. The adoption of this guidance is not anticipated to have a material impact on the condensed consolidated financial statements.SUBSIDIARIES

11NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

~~KORN FERRY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTSJanuary~~ July 31, 2025 (continued)

In November 2024, the Financial Accounting Standards Board issued an accounting update that requires public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period. This update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company will adopt this guidance in fiscal 2028 and in the interim periods beginning in fiscal 2029. The adoption of this guidance is not anticipated to have a material impact on the condensed consolidated financial statements.

In July 2025, the Financial Accounting Standards Board issued an amendment to the accounting update for measurement of credit losses for account receivable and contract assets. The amendment in this update provides an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The amendment will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which the financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the impact of this accounting guidance but does not anticipate that it will have a material impact on the condensed consolidated financial statements.

2. Basic and Diluted Earnings Per Share

The following table summarizes basic and diluted earnings per common share attributable to common stockholders:

Three Months EndedJanuary 31,

Nine Months EndedJanuary 31,

Three Months EndedJuly 31,

2025

2024

~~2025~~

~~2024~~

(in thousands, except per share data)

Net income attributable to Korn Ferry

5866,~~414~~636

5962,~~071~~604

~~181,818~~

~~103,965~~

Less: distributed and undistributed earnings to nonvested restricted stockholders

~~721~~855

1,~~014~~006

~~2,488~~

~~1,954~~

Basic net earnings attributable to common stockholders

5765,~~693~~781

5861,~~057~~598

~~179,330~~

~~102,011~~

Add: undistributed earnings to nonvested restricted stockholders

~~483~~470

~~717~~658

~~1,654~~

~~1,273~~

Less: reallocation of undistributed earnings to nonvested restricted stockholders

~~476~~462

~~714~~648

~~1,625~~

~~1,268~~

Diluted net earnings attributable to common stockholders

5765,~~700~~789

5861,~~060~~608

~~179,359~~

~~102,016~~

Weighted-average common shares outstanding:

Basic weighted-average number of common shares outstanding

51,~~606~~466

51,~~126~~950

~~51,838~~

~~51,129~~

Effect of dilutive securities:

Restricted stock

~~755~~899

~~216~~795

~~947~~

~~193~~

ESPP

Employee Stock Purchase Plan ("ESPP")

—

Diluted weighted-average number of common shares outstanding

52,~~364~~368

5152,~~343~~745

~~52,789~~

~~51,329~~

Net earnings per common share:

Basic earnings per share

1.1228

1.1419

~~3.46~~

~~2.00~~

Diluted earnings per share

1.1026

1.1317

~~3.40~~

~~1.99~~

During the three ~~and nine~~ months ended ~~January~~July 31, 2025, ~~restricted stock awards of 0.6 million shares~~ and 0.7 million shares, respectively, were outstanding but not included in the computation of diluted earnings per share because they were anti-dilutive. During the three and nine months ended January 31, 2024, restricted stock awards of 0.9 7 million shares and 1.0 .9 million shares, respectively, were outstanding but not included in the computation of diluted earnings per share because they were anti-dilutive.

3. Comprehensive Income

Comprehensive income is comprised of net income and all changes to stockholders’ equity, except those changes resulting from investments by stockholders (changes in paid in capital) and distributions to stockholders (dividends), and is reported in the accompanying condensed consolidated statements of comprehensive income. Accumulated other comprehensive loss, net of taxes, is recorded as a component of stockholders’ equity.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2025 (continued)

The components of accumulated other comprehensive loss, net were as follows:

	January 31,2025		April 30,2024
	July 31,2025		April 30,2025
	(in thousands)
Foreign currency translation adjustments	$	(~~130~~95,~~094~~440)	$	(~~116~~93,~~004~~904)
Deferred compensation and pension plan adjustments, net of tax	87,~~279~~590		87,~~370~~604
Marketable securities unrealized gain (loss), net of tax	34		(37)
Marketable securities unrealized (loss) gain, net of tax	(1)		57
Accumulated other comprehensive loss, net	$	(~~121~~87,~~781~~851)	$	(~~107~~86,~~671~~243)

12The following table summarizes the changes in each component of accumulated other comprehensive loss, net for the three months ended July 31, 2025:

KORN FERRY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTSJanuary 31, 2025 (continued)


	Foreign Currency Translation		Deferred Compensation and Pension Plan		Unrealized Gains (Losses) on Marketable Securities		Accumulated Other Comprehensive Loss

	(in thousands)
Balance as of April 30, 2025	$	(93,904)	$	7,604	$	57	$	(86,243)
Unrealized losses arising during the period	(1,536)		—		(58)		(1,594)
Reclassification of realized net gains to net income	—		(14)		—		(14)
Balance as of July 31, 2025	$	(95,440)	$	7,590	$	(1)	$	(87,851)

The following table summarizes the changes in each component of accumulated other comprehensive loss, net for the three months ended ~~January~~ July 31, ~~2025~~2024:

	ForeignCurrencyTranslation		DeferredCompensationand PensionPlan		Unrealized (Losses) Gains on Marketable Securities		AccumulatedOtherComprehensiveLoss
	(in thousands)
Balance as of October 31, 2024	$	(108,781)	$	8,223	$	57	$	(100,501)
Balance as of April 30, 2024	$	(116,004)	$	8,370	$	(37)	$	(107,671)
Unrealized losses arising during the period	(21,313)		—		(21)		(21,334)
Unrealized gains arising during the period	2,797		—		64		2,861
Reclassification of realized net losses (gains) to net income	—		56		(2)		54
Reclassification of realized net gains to net income	—		(50)		—		(50)
Balance as of January 31, 2025	$	(130,094)	$	8,279	$	34	$	(121,781)
Balance as of July 31, 2024	$	(113,207)	$	8,320	$	27	$	(104,860)

The following table summarizes the changes in each component of accumulated other comprehensive loss, net for the nine months ended January 31, 2025:

	ForeignCurrencyTranslation		DeferredCompensationand PensionPlan (1)		Unrealized (Losses) Gainson Marketable Securities		AccumulatedOtherComprehensiveLoss
	(in thousands)
Balance as of April 30, 2024	$	(116,004)	$	8,370	$	(37)	$	(107,671)
Unrealized (losses) gains arising during the period	(14,090)		—		73		(14,017)
Reclassification of realized net gains to net income	—		(91)		(2)		(93)
Balance as of January 31, 2025	$	(130,094)	$	8,279	$	34	$	(121,781)

___________________

(1) The tax effect on the reclassification of realized net gains was $0.1 million for the nine months ended January 31, 2025.

The following table summarizes the changes in each component of accumulated other comprehensive loss, net for the three months ended January 31, 2024:

	ForeignCurrencyTranslation		DeferredCompensationand PensionPlan		Unrealized (Losses) Gains on Marketable Securities (1)		AccumulatedOtherComprehensiveLoss
	(in thousands)
Balance as of October 31, 2023	$	(120,196)	$	4,436	$	(113)	$	(115,873)
Unrealized gains arising during the period	12,742		—		172		12,914
Reclassification of realized net losses to net income	—		29		—		29
Balance as of January 31, 2024	$	(107,454)	$	4,465	$	59	$	(102,930)

KORN FERRY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTSJanuary 31, 2025 (continued)

The following table summarizes the changes in each component of accumulated other comprehensive loss, net for the nine months ended January 31, 2024:

	ForeignCurrencyTranslation		DeferredCompensationand PensionPlan (2)		Unrealized (Losses) Gains on Marketable Securities (1)		AccumulatedOtherComprehensiveLoss
	(in thousands)
Balance as of April 30, 2023	$	(96,860)	$	4,381	$	(285)	$	(92,764)
Unrealized (losses) gains arising during the period	(10,594)		—		344		(10,250)
Reclassification of realized net losses to net income	—		84		—		84
Balance as of January 31, 2024	$	(107,454)	$	4,465	$	59	$	(102,930)

___________________

(1)			The tax effect on the unrealized gains were $0.1 million and $0.1 million for the three and nine months ended January 31, 2024.
(2)			The tax effect on the reclassification of realized net losses was $0.1 million for the nine months ended January 31, 2024.

4. Employee Stock Plans

Stock-Based Compensation

The following table summarizes the components of stock-based compensation expense recognized in the Company’s condensed consolidated statements of income for the periods indicated:

Three Months EndedJanuary 31,

Nine Months EndedJanuary 31,

Three Months EndedJuly 31,

2025

2024

~~2025~~

~~2024~~

(in thousands)

Restricted stock

1110,~~125~~790

10,~~119~~561

~~32,837~~

~~29,611~~

ESPP

~~176~~219

~~188~~222

~~627~~

~~649~~

Total stock-based compensation expense

11,~~301~~009

10,~~307~~783

~~33,464~~

~~30,260~~

KORN FERRY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2025 (continued)

Restricted Stock

Restricted stock activity during the three months ended July 31, 2025 is summarized below:


	Shares	Weighted- Average Grant Date Fair Value

	(in thousands, except per share data)
Non-vested, April 30, 2025	1,770	$	63.15
Granted	796	$	73.18
Vested	(649)	$	54.52
Forfeited/expired	(4)	$	59.09
Non-vested, July 31, 2025	1,913	$	70.26

As of July 31, 2025, there were 0.8 million shares outstanding relating to market-based restricted stock units with total unrecognized compensation totaling $41.5 million.

As of July 31, 2025, there was $112.2 million of total unrecognized compensation cost related to all non-vested awards of restricted stock, which is expected to be recognized over a weighted-average period of 2.8 years. During the three months ended July 31, 2025 and 2024, 254,047 shares and 252,622 shares of restricted stock totaling $18.7 million and $16.6 million, respectively, were repurchased by the Company, at the option of employees, to pay for taxes related to the vesting of restricted stock.

Employee Stock Purchase Plan

During the three months ended July 31, 2025 and 2024, employees purchased 63,001 shares at $66.00 per share and 70,309 shares at $60.43 per share, respectively, under the ESPP. As of July 31, 2025, the ESPP had approximately 1.4 million shares remaining available for future issuance.

Common Stock

During the three ~~and nine~~ months ended ~~January~~July 31, 2025 and 2024, the Company repurchased (on the open market or through privately negotiated transactions) ~~237~~145,~~000~~770 shares ~~and 1,044,500 shares~~ of the Company’s common stock for $179.9 million and ~~$74.0 million~~351,250 ~~respectively. During the three and nine months ended January 31, 2024, the Company repurchased (on the open market or through privately negotiated transactions) 382,500~~ shares ~~and 565,000 shares of the Company's common stock~~ for $2123.05 million ~~and $29.6 million~~, respectively.

Cash Dividends

The following table shows the Company's cash dividend declared per share for the periods indicated:

	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025		2024		~~2025~~		~~2024~~
Cash dividends declared per share	$	0.3748	$	0.3337	$	~~1.11~~	$	~~0.69~~

1412

KORN FERRY AND ~~SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTSJanuary 31, 2025 (continued)~~SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2025 (continued)

5. Financial Instruments

The following tables show the Company’s financial instruments and balance sheet classification as of ~~January~~July 31, 2025 and April 30, ~~2024~~2025:

	January 31, 2025
	July 31, 2025
	Fair Value Measurement								Balance Sheet Classification
	Cost		UnrealizedGains		UnrealizedLosses		FairValue		Cash andCashEquivalents		MarketableSecurities,Current		MarketableSecurities,Non-current		Other Accrued Liabilities
	(in thousands)
Changes in Fair Value Recorded in
Other Comprehensive Income
Other Comprehensive Loss
Level 2:
Commercial paper	$	4,~~650~~630	$	—	$	(3)	$	4,~~647~~627	$	—599	$	4,~~647~~028	$	—	$	—
Corporate notes/bonds	3132,~~030~~358		7634		(3231)		3132,~~074~~361		—		1719,~~470~~091		13,~~604~~270		—
U.S. Treasury and Agency Securities	4,~~466~~102		51		(14)		4,~~470~~099		—		~~3,971~~—		~~499~~4,099		—
Total debt investments	$	4041,~~146~~090	$	8135	$	(3638)	$	4041,~~191~~087	$	—599	$	2623,~~088~~119	$	1417,~~103~~369	$	—
Changes in Fair Value Recorded in
Net Income
Level 1:
Mutual funds (1)							$	~~241~~237,~~504~~951	$	—	$	1413,~~570~~158	$	~~226~~224,~~934~~793	$	—
Total equity investments							$	~~241~~237,~~504~~951	$	—	$	1413,~~570~~158	$	~~226~~224,~~934~~793	$	—
Cash							$	~~604~~520,~~876~~062	$	~~604~~520,~~876~~062	$	—	$	—	$	—
Money market funds							~~174~~164,~~422~~194		~~174~~164,~~422~~194		—		—		—
Level 2:
Foreign currency forward contracts							(~~1,150~~881)		—		—		—		(~~1,150~~881)
Total							$	1962,~~059,843~~413	$	~~779~~684,~~298~~855	$	4036,~~658~~277	$	~~241~~242,~~037~~162	$	(~~1,150~~881)

1513

KORN FERRY AND ~~SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTSJanuary 31, 2025 (continued)~~SUBSIDIARIES

	April 30, 2024
	Fair Value Measurement								Balance Sheet Classification
	Cost		UnrealizedGains		UnrealizedLosses		FairValue		Cash andCashEquivalents		MarketableSecurities,Current		MarketableSecurities,Non-current		Other Accrued Liabilities
	(in thousands)
Changes in Fair Value Recorded in
Other Comprehensive Loss
Level 2:
Commercial paper	$	16,873	$	1	$	(19)	$	16,855	$	3,932	$	12,923	$	—	$	—
Corporate notes/bonds	17,322		3		(27)		17,298		—		10,050		7,248		—
U.S. Treasury and Agency Securities	4,355		—		(9)		4,346		—		2,441		1,905		—
Total debt investments	$	38,550	$	4	$	(55)	$	38,499	$	3,932	$	25,414	$	9,153	$	—
Changes in Fair Value Recorded in
Net Income
Level 1:
Mutual funds (1)							$	219,856	$	—	$	17,328	$	202,528	$	—
Total equity investments							$	219,856	$	—	$	17,328	$	202,528	$	—
Cash							$	790,938	$	790,938	$	—	$	—	$	—
Money market funds							146,135		146,135		—		—		—
Level 2:
Foreign currency forward contracts							(427)		—		—		—		(427)
Total							$	1,195,001	$	941,005	$	42,742	$	211,681	$	(427)

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2025 (continued)


	April 30, 2025
	Fair Value Measurement								Balance Sheet Classification
	Cost		Unrealized Gains		Unrealized Losses		Fair Value		Cash and Cash Equivalents		Marketable Securities, Current		Marketable Securities, Non-current		Income Taxes & Other Receivables

	(in thousands)
Changes in Fair Value Recorded in
Other Comprehensive Income
Level 2:
Commercial paper	$	3,842	$	—	$	(1)	$	3,841	$	500	$	3,341	$	—	$	—
Corporate notes/bonds	32,747		83		(10)		32,820		—		18,709		14,111		—
U.S. Treasury and Agency Securities	3,497		4		—		3,501		—		1,995		1,506		—
Total debt investments	$	40,086	$	87	$	(11)	$	40,162	$	500	$	24,045	$	15,617	$	—

Changes in Fair Value Recorded in
Net Income
Level 1:
Mutual funds (1)							$	230,352	$	—	$	12,343	$	218,009	$	—
Total equity investments							$	230,352	$	—	$	12,343	$	218,009	$	—
Cash							$	704,091	$	704,091	$	—	$	—	$	—
Money market funds							302,373		302,373		—		—		—
Level 2:
Foreign currency forward contracts							891		—		—		—		891
Total							$	1,277,869	$	1,006,964	$	36,388	$	233,626	$	891

___________________

(1) These investments are held in trust for settlement of the Company’s vested obligations of $~~220~~223.38 million and $~~198~~205.63 million as of ~~January~~July 31, 2025 and April 30, ~~2024~~2025, respectively, under the ECAP (see Note 6 — Deferred Compensation and Retirement Plans). Unvested obligations under the deferred compensation plans totaled $1914.92 million and $2219.45 million as of ~~January~~July 31, 2025 and April 30, ~~2024~~2025, respectively. During the three ~~and nine~~ months ended ~~January~~July 31, 2025, ~~the fair value of the investments increased; therefore, the Company recognized a gain of $9.1 million~~ and ~~$28.0 million, respectively, which was recorded in other income, net. During the three and nine months ended January 31,~~ 2024, the fair value of the investments increased; therefore, the Company recognized a gain of $2312.83 million and $2214.82 million, respectively, which was recorded in other income, net.

As of ~~January~~July 31, 2025, available-for-sale marketable securities had remaining maturities ranging from less than 1 month to 24 months. During the three ~~and nine~~ months ended ~~January~~July 31, 2025, ~~there were $7.7 million~~ and ~~$24.5 million in sales/maturities of available-for-sale marketable securities, respectively. During the three and nine months ended January 31,~~ 2024, there were $48.48 million and $~~30.~~6.9 million in sales/maturities of available-for-sale marketable securities, respectively. Investments in marketable securities that are held in trust for settlement of the Company’s vested obligations under the ECAP are equity securities and are based upon the investment selections the employee elects from a pre-determined set of securities in the ECAP and the Company invests in equity securities to mirror these elections. As of ~~January~~July 31, 2025 and April 30, ~~2024~~2025, the Company’s investments in equity securities consisted of mutual funds for which market prices are readily available. Unrealized gains ~~recorded for the period~~ that relate to equity securities still held as of ~~January~~July 31, 2025 and 2024 were $1510.13 million and $2011.9 7 million, respectively.

KORN FERRY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTSJanuary 31, 2025 (continued)

Foreign Currency Forward Contracts Not Designated as Hedges

The fair value of derivatives not designated as hedge instruments are as follows:

	January 31,2025		April 30,2024
	July 31,2025		April 30,2025
	(in thousands)
Derivative assets:
Foreign currency forward contracts	$	~~569~~554	$	~~979~~2,486
Derivative liabilities:
Foreign currency forward contracts	$	1,~~719~~435	$	1,~~406~~595

As of January 31, 2025, the total notional amounts of the forward contracts purchased and sold were $89.2 million and $37.8 million, respectively. As of April 30, 2024, the total notional amounts of the forward contracts purchased and sold were $82.9 million and $34.0 million, respectively. The Company recognizes forward contracts as a net asset or net liability on the condensed consolidated balance sheets as such contracts are covered by master netting agreements. During the three and nine months ended January 31, 2025, the Company incurred losses of $1.7 million and $2.0 million, respectively, related to forward contracts which are recorded in general and administrative expenses in the accompanying condensed consolidated statements of income. During the three and nine months ended January 31, 2024, the Company incurred gains of $2.4 million and $0.9 million, respectively, related to forward contracts which are recorded in general and administrative expenses in the accompanying condensed consolidated statements of income. These foreign currency losses and gains related to forward contracts offset foreign currency gains and losses that result from transactions denominated in a currency other than the Company’s functional currency. The cash flows related to foreign currency forward contracts are included in cash flows from operating activities.14

KORN FERRY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2025 (continued)

As of July 31, 2025, the total notional amounts of the forward contracts purchased and sold were $91.7 million and $43.0 million, respectively. As of April 30, 2025, the total notional amounts of the forward contracts purchased and sold were $74.7 million and $42.6 million, respectively. The Company recognizes forward contracts as a net asset or net liability on the condensed consolidated balance sheets as such contracts are covered by master netting agreements. During the three months ended July 31, 2025 and 2024, the Company incurred losses of $1.1 million and $0.2 million, respectively, related to forward contracts which are recorded in general and administrative expenses in the accompanying condensed consolidated statements of income. These foreign currency losses offset foreign currency gains that result from transactions denominated in a currency other than the Company’s functional currency. The cash flows related to foreign currency forward contracts are included in cash flows from operating activities.

6. Deferred Compensation and Retirement Plans

The Company has several deferred compensation and retirement plans for eligible consultants and vice presidents that provide defined benefits to participants based on the deferral of current compensation or contributions made by the Company subject to vesting and retirement or termination provisions. Among these plans is a defined benefit pension plan for certain employees in the U.S. The assets of this plan are held separately from the assets of the sponsor in self-administered funds. All other defined benefit obligations from other plans are unfunded.

The components of net periodic benefit costs are as follows:

Three Months EndedJanuary 31,

Nine Months EndedJanuary 31,

Three Months EndedJuly 31,

2025

2024

~~2025~~

~~2024~~

(in thousands)

Service cost

11,~~825~~673

1110,~~347~~655

~~34,305~~

~~32,526~~

Interest cost

43,~~513~~884

34,~~435~~451

~~13,477~~

~~10,228~~

Amortization of actuarial loss

33127

~~184~~32

~~551~~

Expected return on plan assets (1)

(~~267~~278)

(~~272~~266)

~~(799)~~

~~(816)~~

Net periodic service credit amortization

(101)

~~(304)~~

Net periodic benefit costs (2)

1615,~~003~~305

14,~~593~~771

~~46,776~~

~~42,185~~

___________________

(1)			The expected long-term rate of return on plan assets was 6.00% for both January 31, 2025 and 2024.
(2)			The service cost, interest cost and the other components of net periodic benefit costs are included in compensation and benefits expense, interest expense, net and other income, net, respectively, on the condensed consolidated statements of income.


(1)			The expected long-term rate of return on plan assets was 6.25% and 6.00% for July 31, 2025 and 2024, respectively.

17(2) The service cost, interest cost and the other components of net periodic benefit costs are included in compensation and benefits expense, interest expense, net and other income, net, respectively, on the condensed consolidated statements of income.

~~KORN~~The ~~FERRY~~Company ~~AND~~purchased ~~SUBSIDIARIESNOTES~~company-owned TOlife ~~CONDENSED~~insurance ~~CONSOLIDATED~~("COLI") ~~UNAUDITED~~contracts ~~FINANCIAL~~insuring ~~STATEMENTSJanuary~~the lives of certain employees eligible to participate in the deferred compensation and pension plans as a means of setting aside funds to cover such plans. The gross cash surrender value ("CSV") of these contracts of $341.4 million and $325.5 million as of July 31, 2025 ~~(continued)~~and April 30, 2025, respectively, was offset by outstanding policy loans of $72.8 million in the accompanying condensed consolidated balance sheets as of both July 31, 2025 and April 30, 2025. The CSV value of the underlying COLI investments increased by $2.6 million and $2.2 million during the three months ended July 31, 2025 and 2024, respectively, and was recorded as a decrease in compensation and benefits expense in the accompanying condensed consolidated statements of income.

The Company purchased company-owned life insurance ("COLI") contracts insuring the lives of certain employees eligible to participate in the deferred compensation and pension plans as a means of setting aside funds to cover such plans. The gross cash surrender value ("CSV") of these contracts of $330.5 million and $295.9 million as of January 31, 2025 and April 30, 2024, respectively, was offset by outstanding policy loans of $76.4 million and $77.0 million in the accompanying condensed consolidated balance sheets as of January 31, 2025 and April 30, 2024, respectively. The CSV value of the underlying COLI investments increased by $2.5 million and $7.3 million during the three and nine months ended January 31, 2025, respectively, and was recorded as a decrease in compensation and benefits expense in the accompanying condensed consolidated statements of income. The CSV value of the underlying COLI investment increased by $2.5 million and $6.4 million during the three and nine months ended January 31, 2024, respectively, and was recorded as a decrease in compensation and benefits expense in the accompanying condensed consolidated statements of income.

The Company’s ECAP is intended to provide certain employees an opportunity to defer their salary and/or bonus on a pre-tax basis. In addition, the Company, as part of its compensation philosophy, makes discretionary contributions into the ECAP and such contributions may be granted to key employees annually based on the employee’s performance. Certain key members of management may also receive Company ECAP contributions upon commencement of employment. The Company amortizes these contributions on a straight-line basis over the service period, generally a five-year period. Participants have the ability to allocate their deferrals among a number of investment options and may receive their benefits at termination, retirement or ‘in service’ either in a lump sum or in quarterly installments over one-to-15 years. The ECAP amounts that are expected to be paid to employees over the next 12 months are classified as a current liability included in compensation and benefits payable on the accompanying condensed consolidated balance sheets.

The ECAP is accounted for whereby the changes in the fair value of the vested amounts owed to the participants are adjusted with a corresponding charge (or credit) to compensation and benefits costs. During the three and nine months ended January 31, 2025, deferred compensation liability increased; therefore, the Company recognized an increase in compensation expense of $8.8 million and $27.1 million, respectively. Offsetting the increases in compensation and benefits expense was an increase in the fair value of marketable securities (held in trust to satisfy obligations of the ECAP liabilities) of $9.1 million and $28.0 million during the three and nine months ended January 31, 2025, recorded in other income, net on the condensed consolidated statements of income. During the three and nine months ended January 31, 2024, deferred compensation liability increased; therefore, the Company recognized an increase in compensation expense of $22.5 million and $22.7 million, respectively. Offsetting the increases in compensation and benefits expense was an increase in the fair value of marketable securities (held in trust to satisfy obligations of the ECAP liabilities) of $23.8 million and $22.8 million during the three and nine months ended January 31, 2024, recorded in other income, net on the condensed consolidated statements of income (see Note 5—Financial Instruments).15

KORN FERRY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2025 (continued)

7. Fee Revenue

Contract Balances

A contract asset (unbilled receivables) is recorded when the Company transfers control of products or services before there is an unconditional right to payment. A contract liability (deferred revenue) is recorded when cash is received in advance of performance of the obligation. Deferred revenue represents the future performance obligations to transfer control of products or services for which wethe ~~have~~Company has already received consideration. Deferred revenue is presented in other accrued liabilities on the condensed consolidated balance sheets.

The following table outlines the Company’s contract asset and liability balances as of ~~January~~July 31, 2025 and April 30, ~~2024~~2025:

	January 31, 2025		April 30, 2024
	July 31, 2025		April 30, 2025
	(in thousands)
Contract assets-unbilled receivables	$	~~120~~125,~~079~~713	$	~~116~~113,~~368~~743
Contract liabilities-deferred revenue	$	~~238~~230,~~328~~804	$	~~240~~245,~~958~~379

During the ~~nine~~three months ended ~~January~~July 31, 2025, wethe Company recognized revenue of $~~168~~85.16 million that was included in the contract liabilities balance at the beginning of the period.

KORN FERRY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTSJanuary 31, 2025 (continued)

Performance Obligations

The Company has elected to apply the practical expedient to exclude the value of unsatisfied performance obligations for contracts with a duration of one year or less, which applies to all executive search, professional search and to most of the fee revenue from the interim business. As of ~~January~~July 31, 2025, the aggregate transaction price allocated to the performance obligations that are unsatisfied for contracts with an expected duration of greater than one year at inception was $1,~~122~~132.85 million. Of the $1,~~122~~132.85 million of remaining performance obligations, the Company expects to recognize approximately $~~186~~440.38 million in the remainder of fiscal ~~2025~~2026, $~~509~~413.54 million in fiscal ~~2026~~2027, $~~259~~208.02 million in fiscal ~~2027~~2028 and the remaining $~~168~~70.01 million in fiscal ~~2028~~2029 and thereafter. However, this amount should not be considered an indication of the Company’s future revenue as contracts with an initial term of one year or less are not included. Further, ~~our~~the Company's contract terms and conditions allow for clients to increase or decrease the scope of services and such changes do not increase or decrease a performance obligation until the Company has an enforceable right to payment.

Disaggregation of Revenue

The Company disaggregates its revenue by ~~line~~Solution ofarea ~~business~~ and further by region for Executive Search. This information is presented in Note 10—Segments. The following table provides further disaggregation of fee revenue by industry:

The following table provides further disaggregation of fee revenue by industry:


	Three Months Ended July 31,
	2025				2024
	Dollars		%		Dollars		%

	(dollars in thousands)
Industrial	$	218,838	30.9	%	$	198,772	29.5	%
Financial Services	136,439		19.2		125,137		18.5
Life Sciences/Healthcare	117,444		16.6		118,990		17.6
Technology	105,332		14.9		97,920		14.5
Consumer Goods	84,381		11.9		85,147		12.6
Education/Non–Profit/General	46,179		6.5		48,980		7.3
Fee Revenue	$	708,613	100.0	%	$	674,946	100.0	%

	Three Months Ended January 31,
	2025				2024
	Dollars		%		Dollars		%
	(dollars in thousands)
Industrial	$	198,830	29.7	%	$	205,187	30.7	%
Financial Services	126,378		18.9		117,836		17.6
Life Sciences/Healthcare	118,358		17.7		115,775		17.3
Technology	98,425		14.7		90,784		13.6
Consumer Goods	83,977		12.6		97,467		14.6
Education/Non–Profit/General	42,761		6.4		41,630		6.2
Fee Revenue	$	668,729	100.0	%	$	668,679	100.0	%

	Nine Months Ended January 31,
	2025				2024
	Dollars		%		Dollars		%
	(dollars in thousands)
Industrial	$	605,614	30.0	%	$	612,036	29.5	%
Financial Services	377,625		18.7		368,208		17.8
Life Sciences/Healthcare	349,946		17.3		358,994		17.3
Technology	292,362		14.5		304,686		14.7
Consumer Goods	257,622		12.8		290,890		14.1
Education/Non–Profit/General	134,871		6.7		137,057		6.6
Fee Revenue	$	2,018,040	100.0	%	$	2,071,871	100.0	%

KORN FERRY AND SUBSIDIARIES

19NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

~~KORN FERRY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTSJanuary~~ July 31, 2025 (continued)

8. Credit Losses

The activity in the allowance for credit losses on the Company's trade receivables is as follows:

	(in thousands)
Balance at April 30, 2024	$	44,192
Balance at April 30, 2025	$	40,461
Provision for credit losses	124,~~918~~793
Write-offs	(133,~~745~~914)
Recoveries of amounts previously written off	~~837~~48
Foreign currency translation	~~(718)~~109
Balance at January 31, 2025	$	43,484
Balance at July 31, 2025	$	41,497

The fair value and unrealized losses on available for sale debt securities, aggregated by investment category and the length of time the security has been in an unrealized loss position as of July 31, 2025 and April 30, 2025, are as follows:

	Less Than 12 Months				12 Months or longer				Balance Sheet Classification
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Cash and CashEquivalent		Marketable Securities,Current		MarketableSecurities, Non-Current
	(in thousands)
Balance at January 31, 2025
Balance at July 31, 2025
Commercial paper	$	4,~~647~~627	$	3	$	—	$	—	$	—599	$	4,~~647~~028	$	—
Corporate notes/bonds	$	917,~~366~~795	$	3231	$	—	$	—	$	—	$	29,~~551~~788	$	68,~~815~~007
U.S. Treasury and Agency Securities	$	13,~~499~~596	$	14	$	—	$	—	$	—	$	~~1,000~~—	$	~~499~~3,596
Balance at April 30, 2024
Balance at April 30, 2025
Commercial paper	$	113,~~040~~841	$	191	$	—	$	—	$	~~3,932~~500	$	73,~~108~~341	$	—
Corporate notes/bonds	$	117,~~022~~803	$	2610	$	~~1,999~~—	$	1—	$	—	$	94,~~050~~630	$	3,~~971~~173
U.S. Treasury and Agency Securities	$	4,346	$	9	$	—	$	—	$	—	$	2,441	$	1,905

The Company only purchases high grade bonds that have a maturity from the date of purchase of no more than two years. The Company monitors the ~~credit~~creditworthiness ~~worthiness~~ of its investments on a quarterly basis. The Company does not intend to sell the investments and does not believe it will be required to sell the investments before the investments mature and therefore recover the amortized cost basis.

9. Income Taxes

The provision for income tax was $2225.83 million ~~and $70.0 million~~ in the three ~~and nine~~ months ended ~~January~~July 31, 2025, with an effective tax rate of 27.82% ~~and 27.4%~~, ~~respectively,~~ compared to $922.04 million ~~and $29.8 million~~ in the three ~~and nine~~ months ended ~~January~~July 31, 2024, with an effective tax rate of 1325.18%. ~~and~~The ~~21.8%,~~Company's ~~respectively.~~effective Intax ~~addition~~rate tois ~~the~~primarily ~~impact~~impacted ofby U.S. state income taxes and ~~the~~ jurisdictional mix of earnings, which generally create variability in our effective tax rate over time~~, the decrease in the effective tax rate for the three and nine months ended January 31, 2024 was due to a $9~~.~~7 million non-recurring tax benefit from actions taken in connection with the worldwide minimum tax that resulted in the release of a valuation allowance.~~

On July 4, 2025, House Resolution 1, commonly referred to as the One Big Beautiful Bill Act (the "Act") was enacted into law. Key provisions of the Act include the extension and modification of certain provisions of the Tax Cuts and Jobs Act of 2017, changes to bonus depreciation, adjustments to business interest expense limitations, and modifications to the treatment of research and development expenditures. The Act has multiple effective dates, with certain provisions effective in the Company's fiscal 2026 and others becoming effective in fiscal 2027. In accordance with ASC 740, the effect of changes in tax rates and laws on deferred tax balances are recognized in the period when the legislation is enacted. The Company has reflected the effect on the Act within the provision for income taxes and the deferred tax balances as of July 31, 2025. The Act did not materially impact the Company's effective tax rate.

10. Segments

The Company has eight reportable segments: Consulting, Digital, Executive Search North America, Executive Search ~~Europe, the Middle East and Africa ("~~EMEA"), Executive Search ~~Asia Pacific~~APAC, Executive Search Latin America, Professional Search & Interim and RPO.

The Company evaluates performance and allocates resources based on the Company’s chief operating decision maker (“CODM”) review of 1) fee revenue and 2) adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). To the extent that such costs or charges occur, Adjusted EBITDA excludes restructuring charges, integration/acquisition costs, certain separation costs and certain non-cash charges (goodwill, intangible asset and other impairment charges). The CODM is not provided asset information by reportable segment.17

20KORN FERRY AND SUBSIDIARIES

~~KORN~~NOTES ~~FERRY AND SUBSIDIARIESNOTES~~ TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL ~~STATEMENTSJanuary 31, 2025 (continued)~~STATEMENTS

~~Financial~~July 31, ~~highlights~~2025 ~~are as follows:~~(continued)

	Three Months Ended January 31,				Nine Months Ended January 31,
	2025		2024		2025		2024
	Consolidated
	(in thousands)
Fee revenue	$	668,729	$	668,679	$	2,018,040	$	2,071,871
Total revenue	$	676,538	$	676,873	$	2,041,259	$	2,095,582
Net income attributable to Korn Ferry	$	58,414	$	59,071	$	181,818	$	103,965
Net income attributable to noncontrolling interest	925		649		4,120		2,984
Interest expense, net	5,461		4,946		15,032		16,282
Income tax provision	22,795		9,018		70,047		29,779
Depreciation and amortization	20,490		19,509		59,756		58,075
Integration/acquisition costs	2,127		3,899		7,099		13,057
Impairment of fixed assets	509		—		509		1,575
Impairment of right-of-use assets	2,452		—		2,452		1,629
Restructuring charges, net	1,316		4,612		1,892		68,558
Adjusted EBITDA (1)	$	114,489	$	101,704	$	342,725	$	295,904

The Company's chief executive officer is the Company’s chief operating decision maker (“CODM”), who evaluates performance and allocates resources based on the review of the Company's 1) fee revenue and 2) adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). To the extent that such costs or charges occur, Adjusted EBITDA excludes restructuring charges, integration/acquisition costs, certain separation costs and certain non-cash charges (goodwill, intangible asset and other impairment charges). The CODM is not provided asset information by reportable segment, because asset information is not used for purposes of evaluating segment performance or allocating resources among segments.

___________________

(1) Adjusted EBITDA refers to earnings before interest, taxes, depreciation and amortization, and further excludes integration/acquisition costs, impairment of fixed assets, impairment of right-of-use assets, and restructuring charges, net when applicable.

Financial highlights by reportable segments are as follows:

	Three Months Ended January 31,
	Three Months Ended July 31, 2025
	2025												2024
					Executive Search
	Fee revenue				Total revenue				Adjusted EBITDA				Fee revenue				Total revenue				Adjusted EBITDA
	Consulting		Digital		North America		EMEA		Asia Pacific		Latin America		Professional Search & Interim		RPO		Corporate		Consolidated
	(in thousands)
Consulting	$	158,704			$	161,382			$	28,026			$	166,947			$	169,929			$	27,812
Fee revenue	$	169,962	$	89,198	$	139,654	$	53,781	$	24,701	$	6,117	$	133,901	$	91,299	$	—	$	708,613
Digital	90,823				90,836				28,408				90,317				90,394				27,370
Total revenue	$	172,699	$	89,245	$	141,215	$	54,081	$	24,839	$	6,139	$	135,141	$	92,184	$	—	$	715,543
Executive Search:
Less
North America	128,264				129,889				37,175				121,449				123,059				29,382
Compensation and benefits(1)	$	117,189	$	44,505	$	99,489	$	40,186	$	17,111	$	3,731	$	48,583	$	69,343	$	19,766
EMEA	47,840				48,087				7,845				48,999				49,171				7,799
General and administrative expenses(2)	12,982		9,974		6,950		4,420		2,096		932		5,126		4,447		16,947
Asia Pacific	21,664				21,794				4,504				21,324				21,384				4,500
Cost of services	12,407		7,873		860		129		167		60		52,497		3,201		—
Latin America	6,803				6,807				1,696				7,541				7,543				1,750
Other segment items(3)	1,312		(714)		(7,324)		203		(70)		(124)		908		851		(864)
Professional Search & Interim	129,957				130,854				27,265				130,890				131,824				23,795
Segment Adjusted EBITDA	28,809		27,607		41,240		9,143		5,535		1,540		28,027		14,342		(35,849)		120,394
RPO	84,674				86,889				12,743				81,212				83,569				9,291
Reconciliation of Segment Adjusted EBITDA
Corporate	—				—				(33,173)				—				—				(29,995)
Depreciation and amortization																			22,686
Consolidated	$	668,729			$	676,538			$	114,489			$	668,679			$	676,873			$	101,704
Interest expense, net																			3,516
Integration/acquisition costs																			1,508
Income tax provision																			25,250
Net income attributable to noncontrolling interest																			798
Net income attributable to Korn Ferry																			$	66,636

21___________________

~~KORN~~(1)Includes ~~FERRY~~salaries ~~AND~~and ~~SUBSIDIARIESNOTES~~payroll TOtaxes, ~~CONDENSED~~employee ~~CONSOLIDATED~~insurance ~~UNAUDITED~~benefits, ~~FINANCIAL~~commissions, ~~STATEMENTSJanuary~~annual 31performance-related bonus expense, ~~2025~~amortization ~~(continued)~~of unearned compensation, stock-based compensation awards, changes in deferred compensation and pension plan liabilities and changes in CSV of COLI contracts. Excludes integration/acquisition costs as they are excluded from Adjusted EBITDA.

	Nine Months Ended January 31,
	2025						2024
	Fee revenue		Total revenue		Adjusted EBITDA		Fee revenue		Total revenue		Adjusted EBITDA
	(in thousands)
Consulting	$	493,345	$	501,533	$	86,426	$	512,830	$	521,675	$	81,920
Digital	271,896		272,085		84,219		275,395		275,563		80,678
Executive Search:
North America	392,907		397,395		109,180		381,459		386,405		87,574
EMEA	140,609		141,495		22,597		138,873		139,621		19,056
Asia Pacific	63,707		64,038		13,154		65,167		65,454		14,690
Latin America	21,982		21,992		7,046		22,041		22,050		4,296
Professional Search & Interim	372,805		375,572		80,174		411,453		414,348		73,746
RPO	260,789		267,149		38,136		264,653		270,466		28,617
Corporate	—		—		(98,207)		—		—		(94,673)
Consolidated	$	2,018,040	$	2,041,259	$	342,725	$	2,071,871	$	2,095,582	$	295,904

(2)Mainly includes premise and office expense, marketing and business development expense, bad debts, legal and other professional fees and foreign exchange gains/losses.

(3)Includes reimbursed expenses and other income, net.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2025 (continued)



	Three Months Ended July 31, 2024
					Executive Search
	Consulting		Digital		North America		EMEA		Asia Pacific		Latin America		Professional Search & Interim		RPO		Corporate		Consolidated
	(in thousands)
Fee revenue	$	167,870	$	88,180	$	134,752	$	45,981	$	20,579	$	7,323	$	121,741	$	88,520	$	—	$	674,946
Total revenue	$	170,767	$	88,211	$	136,087	$	46,276	$	20,704	$	7,326	$	122,730	$	90,660	$	—	$	682,761

Less
Compensation and benefits(1)	$	114,664	$	45,274	$	101,191	$	34,586	$	14,392	$	4,416	$	48,136	$	68,648	$	19,392
General and administrative expenses(2)	12,860		9,135		7,646		4,111		2,158		163		5,213		4,665		14,048
Cost of services	12,517		7,908		1,059		100		154		54		43,055		2,697		—
Other segment items(3)	1,432		(729)		(8,907)		214		(218)		(105)		620		2,156		(1,153)
Segment Adjusted EBITDA	29,294		26,623		35,098		7,265		4,218		2,798		25,706		12,494		(32,287)		111,209

Reconciliation of Segment Adjusted EBITDA
Depreciation and amortization																			19,578
Interest expense, net																			3,945
Integration/acquisition costs																			1,076
Income tax provision																			22,354
Net income attributable to noncontrolling interest																			1,652
Net income attributable to Korn Ferry																			$	62,604

___________________

(1)Includes salaries and payroll taxes, employee insurance benefits, commissions, annual performance-related bonus expense, amortization of unearned compensation, stock-based compensation awards, changes in deferred compensation and pension plan liabilities and changes in CSV of COLI contracts. Excludes integration/acquisition costs as they are excluded from Adjusted EBITDA.

(2)Mainly includes premise and office expense, marketing and business development expense, bad debts, legal and other professional fees and foreign exchange gains/losses.

(3)Includes reimbursed expenses and other income, net.

Depreciation and amortization by reportable segments are as follows:


	Year Ended July 31,
	2025		2024

	(in thousands)
Consulting	$	3,645	$	4,216
Digital	11,588		8,100
Executive Search:
North America	365		415
EMEA	556		493
Asia Pacific	241		216
Latin America	267		256
Professional Search & Interim	2,975		3,053
RPO	964		777
Corporate	2,085		2,052
Total depreciation and amortization	$	22,686	$	19,578

KORN FERRY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2025 (continued)

11. Long-Term Debt

4.625% Senior Unsecured Notes due 2027

Long-term debt, net, at amortized cost, consisted of the following:

In thousands

~~January~~July 31,2025

April 30,~~2024~~2025

Senior Unsecured Notes

400,000

Less: Unamortized discount and issuance costs

(2,~~465~~061)

(32,~~054~~264)

Long-term borrowings, net of unamortized discount and debt issuance costs

397,~~535~~939

~~396~~397,~~946~~736

Credit Facilities

OnThe ~~June 24, 2022, the~~ Company ~~entered~~was ~~into~~party anto ~~amendment~~a ~~(the~~credit ~~“Amendment”)~~agreement todated ~~its~~as ~~December~~of December 16, 2019 ~~Credit Agreement~~ (~~the~~as ~~“Credit~~amended, ~~Agreement”;~~amended asand ~~amended~~restated byor ~~the~~otherwise ~~Amendment~~modified, the “~~Amended~~Prior Credit Agreement”) with ~~a syndicate of banks and~~ Bank of America, National Association as administrative agent and other lenders party thereto. The ~~Amended~~Prior Credit Agreement ~~provides~~provided for a $650.0 million five-year senior secured revolving credit ~~facilities~~facility ~~comprised~~maturing June 24, 2027 (the “Prior Facility”). The Prior Credit Agreement also provided that, under certain circumstances, the Company could incur term loans or increase the aggregate principal amount of arevolving commitments by an aggregate amount up to $~~650~~250.0 million ~~revolving~~plus ~~credit~~an ~~facility~~unlimited ~~(the~~amount ~~“Revolver”)~~subject to a consolidated secured net leverage ratio of 3.25 to 1.00.

AsOn ~~of January~~July 311, 2025 ~~and April 30~~, ~~2024,~~the ~~there~~Company ~~was~~entered nointo ~~outstanding~~a ~~liability~~Credit ~~under~~Agreement (the ~~Revolver~~“Credit Agreement”) with Wells Fargo Bank, ~~and~~National ~~the~~Association ~~Company~~as ~~was~~administrative inagent ~~compliance~~and ~~with~~other ~~its~~lender ~~debt~~parties ~~covenants~~thereto. The ~~Company~~Credit ~~had~~Agreement aprovides ~~total~~for ofan $~~645~~850.50 million ~~available~~five-year ~~under~~senior secured revolving credit facility (the ~~Revolver~~“Facility”). ~~for~~The ~~both~~Credit ~~January 31~~Agreement also provides that, ~~2025~~under ~~and~~certain ~~April 30~~circumstances, ~~2024~~the ~~after~~Company ~~$4.5~~may ~~million~~incur ofterm ~~standby~~loans ~~letters~~or increase the aggregate principal amount of ~~credit~~revolving ~~were~~commitments ~~issued~~by ~~for~~an ~~both~~aggregate ~~January 31,~~amount ~~2025~~of ~~and~~up ~~April 30,~~to ~~2024~~$600.0 ~~The~~million ~~Company~~plus ~~had~~an unlimited amount subject to a ~~total~~consolidated secured net leverage ratio of ~~$12~~3.525 ~~million~~to ~~and $13~~1.200. ~~million~~The ofobligations ~~standby~~under ~~letters~~the ~~with~~Credit ~~other~~Agreement ~~financial~~are ~~institutions~~secured asby substantially all of ~~January 31,~~the ~~2025~~assets of the Company and ~~April 30,~~those ~~2024,~~of ~~respectively~~its subsidiaries that are guarantors under the Credit Agreement. The ~~standby~~Credit ~~letters~~Agreement ofreplaced ~~credit~~the ~~were~~Prior ~~generally~~Credit ~~issued~~Agreement, and the Company repaid all outstanding obligations under the Prior Credit Agreement, and expenses and fees in connection ~~with~~therewith. Since the ~~entry~~borrowing ~~into~~capacity ~~certain~~under ~~office~~the ~~premise~~new ~~leases~~arrangement increased, the previously incurred unamortized and current debt issuance costs will be amortized over the life of the new arrangement.

The Credit Agreement contains certain customary affirmative and negative covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, grant liens and make certain acquisitions, investments, asset dispositions and restricted payments. In addition, the Credit Agreement contains certain financial covenants that require the Company to maintain a consolidated secured net leverage ratio of not greater than 3.75 to 1.00 (which may be temporarily increased to 4.25 following certain material acquisitions under certain circumstances) (the "Financial Covenant").

The principal balance of the Facility, if any, is due at maturity. The Credit Agreement matures on July 1, 2030 and any unpaid principal balance is payable on this date. The Facility may also be prepaid and terminated early by the Company at any time without premium or penalty (subject to customary breakage fees).

Amounts outstanding under the Credit Agreement will bear interest at a rate equal to, at the Company’s election, either Term SOFR plus an interest rate margin between 1.125% per annum and 2.00% per annum, depending on the Company’s consolidated net leverage ratio, or base rate plus an interest rate margin between 0.125% per annum and 1.00% per annum, depending on the Company’s consolidated net leverage ratio. In addition, the Company will be required to pay to the lenders a quarterly commitment fee ranging from 0.175% to 0.30% per annum on the actual daily unused amount of the Facility based upon the Company’s consolidated net leverage ratio at such time, and fees relating to the issuance of letters of credit.

As of July 31, 2025 and April 30, 2025, there were no borrowings outstanding under the Facility or Prior Facility, respectively, and the Company was in compliance with its debt covenants. The unamortized debt issuance costs associated with the Credit Agreement were $4.2 million as of July 31, 2025 and $2.2 million under the Prior Credit Agreement as of April 30, 2025. The Company had a total of $845.6 million available under the Facility after $4.4 million of standby letters of credit were issued as of July 31, 2025. The Company had $645.6 million available under the Prior Credit Agreement after $4.4 million of standby letters of credit were issued as of April 30, 2025. The Company had a total of $13.2 million and $13.1 million of standby letters with other financial institutions as of July 31, 2025 and April 30, 2025, respectively. The standby letters of credit were generally issued as a result of entering into office premise leases.

KORN FERRY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

July 31, 2025 (continued)

12. Leases

The Company’s lease portfolio is comprised of operating leases for office space and equipment and finance leases for equipment. Equipment leases are comprised of vehicles and office equipment.

KORN FERRY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTSJanuary 31, 2025 (continued)

The components of lease expense were as follows:

	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025		2024		~~2025~~		~~2024~~
	(in thousands)
Finance lease cost
Amortization of ROU assets	$	~~352~~399	$	~~384~~379	$	~~1,093~~	$	~~1,234~~
Interest on lease liabilities	4144		5349		~~135~~		~~161~~
	393		437		1,228		1,395
	443		428
Operating lease cost	1112,~~774~~385		1211,~~013~~995		~~35,865~~		~~35,099~~
Short-term lease cost	~~226~~221		~~178~~226		~~654~~		~~669~~
Variable lease cost	2,~~763~~607		32,~~371~~341		~~8,131~~		~~10,286~~
Lease impairment cost	2,452		—		2,452		1,629
Sublease income	(1,633)		(1,153)
Sublease income	(1,309)		(1,096)		(3,668)		(3,210)
Total lease cost	$	14,023	$	13,837
Total lease cost	$	16,299	$	14,903	$	44,662	$	45,868

Supplemental cash flow information related to leases was as follows:

	Nine Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025		2024
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	3710,~~372~~567	$	3813,~~616~~628
Financing cash flows from finance leases	$	~~1,211~~499	$	~~1,361~~412
ROU assets obtained in exchange for lease obligations:
Operating leases	$	~~20,908~~931	$	563,~~487~~613
Finance leases	$	~~393~~664	$	~~882~~142

Maturities of lease liabilities were as follows:

Year Ending April 30,	Operating		~~Operating~~		Financing		~~Financing~~
	(in thousands)		~~(in thousands)~~
2025 (excluding the nine months ended January 31, 2025)			$	10,207			$	380
2026 (excluding the three months ended July 31, 2025)	$	32,843			$	1,231
2026			41,736				1,281
2027	33,275				1,259
2027			29,760				865
2028	27,373				945
2028			24,701				567
2029	21,868				107
2029			19,634				17
2030	17,450				44
Thereafter	72,514		~~83,664~~		2		—
Total lease payments	205,323		~~209,702~~		3,588		~~3,110~~
Less: imputed interest	42,576		~~42,046~~		239		~~209~~
Total	$	162,747	$	~~167,656~~	$	3,349	$	~~2,901~~

2321

KORN FERRY AND ~~SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTSJanuary 31, 2025 (continued)~~SUBSIDIARIES

~~13.~~NOTES ~~Acquisition~~TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

~~On November 1~~July 31, ~~2024,~~2025 ~~the Company completed its acquisition of Trilogy International~~ (~~"Trilogy"~~continued) ~~for $44.4 million, net of cash acquired and recognized goodwill of $36.9 million.~~

~~Headquartered in London, Trilogy provides digital interim talent across EMEA and in the United States~~13. ~~Results~~Subsequent of operations of Trilogy International are included in the Company's condensed consolidated financial statements from November 1, 2024, the effective date of the acquisition in the Professional Search & Interim segment.Event

14. Subsequent Events

Quarterly Dividend Declaration

On ~~March~~September 108, 2025, the Board of Directors of the Company ~~approved an increase to the Company's quarterly dividend policy and~~ declared a cash dividend of $0.48 per share with a payment date of ~~April~~October 15, 2025 to holders of the Company’s common stock of record at the close of business on ~~March~~September 2726, 2025. The declaration and payment of future dividends under the quarterly dividend policy will be at the discretion of the Board of Directors and will depend upon many factors, including the Company’s earnings, capital requirements, financial condition, the terms of the Company’s indebtedness and other factors that the Board of Directors may deem to be relevant. The Board of Directors may amend, revoke, or suspend the dividend policy at any time and for any reason.

2422

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q may contain certain statements that we believe are, or may be considered to be, “forward-looking” statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements generally can be identified by use of statements that include phrases such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “may,” “will,” “likely,” “estimates,” “potential,” “continue” or other similar words or phrases. Similarly, statements that describe our objectives, plans or goals, including the timing and anticipated impacts of our business strategy, expected demand for and relevance of our products and services, and expected results of our business diversification strategy, are also forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause our actual results or outcomes, or the timing of our results or outcomes, to differ materially from those contemplated by the relevant forward-looking statement. The principal risk factors that could cause actual performance, results, outcomes and timing and future actions to differ materially from the forward-looking statements include, but are not limited to, those relating to global and local political and or economic developments in or affecting countries where we have operations, such as inflation, trade wars, global slowdowns, or recessions, competition, geopolitical tensions, shifts in global trade patterns, changes in demand for our services as a result of automation, dependence on and costs of attracting and retaining qualified and experienced consultants, impact of inflationary pressures on our profitability, maintaining our relationships with customers and suppliers and retaining key employees, maintaining our brand name and professional reputation, potential legal liability and regulatory developments, portability of client relationships, consolidation of or within the industries we serve, changes and developments in governmental laws and regulations, evolving investor and customer expectations with regard to corporate responsibility matters, currency fluctuations in our international operations, risks related to growth, alignment of our cost structure, including as a result of workforce, real estate, and other restructuring initiatives, restrictions imposed by off-limits agreements, reliance on information processing systems, cyber security vulnerabilities or events, changes to data security, data privacy, and data protection laws, dependence on third parties for the execution of critical functions, limited protection of our intellectual property (“IP”), our ability to enhance and develop new technology, including artificial intelligence ("“AI"”), our ability to successfully recover from a disaster or other business continuity problems, employment liability risk, an impairment in the carrying value of goodwill and other intangible assets, the impact of treaties, or regulations on our business and our Company, deferred tax assets that we may not be able to use, our ability to develop new products and services, changes in our accounting estimates and assumptions, the utilization and billing rates of our consultants, seasonality, the expansion of social media platforms, the ability to effect acquisitions and integrate acquired businesses, ~~including Trilogy International ("Trilogy"),~~ resulting organizational changes, our indebtedness, the ultimate magnitude and duration of any future pandemics or similar outbreaks, and related restrictions and operational requirements that apply to our business and the businesses of our clients, and any related negative impacts on our business, employees, customers and our ability to provide services in affected regions, and the matters disclosed under the heading “Risk Factors” in the Company’s Exchange Act reports, including Item 1A included in the Annual Report on Form 10-K for the fiscal year ended April 30, ~~2024~~2025 (the “Form 10-K”). Readers are urged to consider these factors carefully in evaluating the forward-looking statements. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this Quarterly Report on Form 10-Q, and we undertake no obligation to publicly update these forward-looking statements to reflect subsequent events, circumstances or ~~circumstances~~otherwise, except as required by law.

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

Executive Summary

Korn Ferry (referred to herein as the “Company” or in the first-person notations “we,” “our” and “us”) is a global ~~organizational~~ consulting firm, ~~bringing~~that ~~together~~powers ~~strategy~~performance. ~~and~~We ~~talent~~help tounlock ~~drive~~the ~~superior~~potential ~~performance~~in ~~for~~people ~~our~~and ~~clients.~~unleash Wetransformation ~~work~~across ~~with~~organizations—synchronizing ~~clients~~strategy, tooperations, ~~design~~and ~~their~~talent ~~organizational~~to ~~structures~~accelerate performance, ~~roles~~fuel growth, and ~~responsibilities.~~inspire Wea ~~help~~legacy ~~organizations~~of ~~hire~~change. That’s why the ~~right~~world’s ~~people~~most ~~and~~admired ~~advise~~companies ~~them~~across onevery ~~how~~major industry turn to ~~reward,~~us—for ~~develop,~~a ~~and~~shared ~~motivate~~commitment ~~their~~to ~~workforce.~~lasting ~~And~~impact weand ~~help~~the ~~professionals~~bold ~~navigate~~ambition ~~and~~to ~~advance~~Be ~~their~~More ~~careers~~Than.

WeAs ~~are~~client ~~pursuing~~needs ahave ~~strategy~~grown ~~designed~~more tocomplex, ~~help~~Korn ~~our~~Ferry ~~colleagues~~has ~~focus~~expanded onits ~~clients,~~capabilities byand ~~bringing~~become ~~all~~a ofcomprehensive ~~our~~partner ~~resources~~for ~~together~~talent toand ~~solve~~organizational ~~their~~performance. ~~human~~Today, ~~capital~~we ~~issues.~~deliver ~~This~~a ~~approach~~broad isrange ~~intended~~of toofferings ~~build~~across on the ~~best~~talent oflifecycle, ~~our~~combining ~~past~~deep ~~and~~expertise ~~give~~with usscalable adelivery ~~clear~~models ~~path~~ to meet the ~~future~~needs ~~with~~of ~~focused~~organizations ~~initiatives~~at toevery ~~increase~~stage ~~our~~of ~~client~~growth. ~~and~~Our ~~commercial~~talent, ~~impact.~~industry ~~Korn~~expertise, ~~Ferry~~global isreach, ~~transforming~~and ~~how~~specialized ~~clients~~solutions ~~address~~come ~~their~~together ~~talent~~to ~~management~~solve ~~needs.~~our Weclients’ ~~have~~toughest ~~evolved~~performance ~~from~~challenges. aWe ~~mono-line~~pair ~~business~~this towith a10 ~~multi-faceted~~billion ~~consultancy~~data ~~business~~points, ~~giving~~behavioral science, and powerful IP—our ~~consultants~~Foundational ~~more~~Assets. ~~frequent~~These assets support a broad set of Capabilities and ~~expanded~~power ~~opportunities~~Integrated Solutions designed to ~~engage~~keep pace with ~~clients~~change.

2523

~~The~~Our ~~Company~~Capabilities ~~services~~span ~~its~~the ~~clients~~full ~~with a core set of solutions that are anchored around~~ talent lifecycle and ~~talent management – touching nearly every aspect of an employer’s engagement with their employees. Our five core solutions~~ are asbuilt ~~follows:~~on ~~Organizational Strategy, Assessment and Succession, Leadership and Professional Development, Total Rewards, and Talent Acquisition. Our colleagues engage with our clients through~~ the ~~delivery~~strength of ~~one of~~ our ~~core~~Foundational ~~solutions~~Assets. asOur aCapabilities ~~point~~consist ~~solution sale or through combining component parts~~ of ~~our~~the ~~core solutions into an integrated solution. In either case, we are helping to solve our clients’ most challenging business and human capital issues.~~following:

~~Further~~•Organizational ~~differentiating~~Strategy ~~our~~- ~~service~~Aligning ~~offerings from our competitors is the unique combination of IP~~people, ~~content~~processes, and ~~data~~structure ~~sets~~to ~~that~~support webusiness ~~have,~~goals ~~which~~through ~~permeate throughout our solution areas. For many years, we have been accumulating data around assessments of executives and professionals, pay, success profiles,~~ organizational ~~engagement and~~ design, ~~job~~role ~~architecture~~clarity, and ~~candidates.~~operating ~~Integrating~~model this unique collection of data into our service offerings provides our colleagues with differentiated points of view and solutions, as well as the ability to demonstrate the efficacy of all of our offeringsoptimization.

~~Our~~•Assessment ~~vision~~& ~~remains~~Succession ~~unchanged:~~- toEvaluating ~~become~~individual ~~the~~potential ~~premier organizational consulting firm. We believe our household brand, unparalleled IP,~~ and ~~diversification~~readiness ~~strategy will continue~~ to ~~positively~~guide ~~influence our performance and accelerate the trajectory of thousands of organizations. Indeed~~hiring, ~~Korn Ferry is uniquely positioned as a firm relentlessly focused on synchronizing strategy~~promotion, ~~operations~~mobility and ~~talent~~succession ~~and a firm that offers increasingly relevant solutions in a rapidly changing world~~decisions. The continual advancement of technologies like generative AI creates a constant demand for workers to be upskilled or reskilled. We expect these changes and disruptions will lead to opportunities for Korn Ferry and make us more relevant than at any time in our history.

~~Leveraging~~•Talent ~~the~~Acquisition ~~strong connection between our various service offerings and our lines of business, we have an integrated go~~-~~to-market~~ ~~strategy.~~Sourcing ~~As we drive this strategy, a focal point for us is our Marquee~~ and ~~Regional~~hiring ~~account program which is comprised of approximately 350 of our~~ top ~~clients.~~talent ~~These accounts have Global Account Leaders assigned who help to orchestrate the delivery of core and integrated solutions that cut~~ across ~~multiple lines of business – effectively making~~ all oflevels ~~the~~via ~~Firm’s~~executive ~~resources available as our clients tackle their business and human capital issues. Despite near-term headwinds~~search, ~~such~~professional ~~as economic uncertainty~~recruiting, weinterim ~~believe Korn Ferry is poised for continued growth. We are capitalizing on the current and growing relevance of our core and integrated solutions which~~talent, ~~in combination with the strong connections amongst our service offerings~~ and ~~our~~Recruitment ~~acquisition~~Process ~~activities,~~Outsourcing ~~drives top-line synergies that have resulted in double digit fee revenue growth rates~~ (~~CAGR~~"RPO") ~~over the past twenty years~~.

~~Our~~•Leadership ~~eight~~& ~~reportable~~Professional ~~segments~~Development ~~operate~~- Developing leaders and building critical skills through ~~the~~coaching, ~~following~~experimental ~~five~~learning ~~lines~~programs, ofand ~~business:~~scalable digital programs.

~~1.Consulting~~•Total ~~aligns~~Rewards ~~organizational~~- ~~structure,~~Designing ~~culture~~compensation, ~~performance~~benefits, ~~development~~ and ~~people~~recognition toprograms that drive ~~sustainable~~performance ~~growth by addressing four fundamental organizational~~ and ~~talent~~reflect ~~needs:~~business ~~Organizational Strategy, Assessment and Succession, Leadership and Professional Development, and Total Rewards~~priorities. ~~The Consulting teams work across our core capabilities, architecting integrated solutions and technology products to help clients execute their strategy in a digitally enabled world.~~

~~2.Digital~~•Board ~~develops IP~~ and ~~science-based~~Chief ~~talent~~Executive ~~technology~~Officer ~~products~~("CEO") ~~that~~Services ~~empower~~- ~~our~~Advising ~~clients.~~boards ~~Our talent products~~ and ~~talent~~CEOs ~~platform~~on ~~support~~leadership ~~our~~transitions, ~~clients~~governance, inand ~~making~~long-term ~~critical talent decisions across the continuum from talent acquisition to talent development~~planning.

~~3.Executive~~Korn ~~Search~~Ferry ~~helps~~serves ~~organizations~~clients ~~recruit~~through ~~board~~a ~~level,~~combination ~~chief~~of ~~executive~~strategic ~~and~~account ~~other~~partnerships ~~C-suite/senior executive~~ and ~~general~~flexible ~~management~~engagement ~~talent~~models todesigned ~~deliver lasting impact. Our approach~~ to ~~placing~~meet ~~talent~~organizations ~~brings~~where ~~together~~they ~~research-based~~are. ~~IP,~~At ~~proprietary~~the ~~assessments,~~center ~~and~~of ~~behavioral~~this ~~interviewing~~model ~~with~~is our ~~practical~~Marquee ~~experience to determine the ideal organizational fit. Salary benchmarking then helps us build appropriate frameworks for compensation~~ and ~~attraction.~~Diamond ~~This~~Accounts ~~business~~Program is(the ~~managed~~“Program”)—a ~~and~~structured ~~reported~~approach onto amanaging ~~geographic~~long-term ~~basis~~relationships ~~and~~with ~~represents~~many ~~four~~ of the ~~Company~~world’s ~~reportable~~most ~~segments~~complex ~~(Executive Search North America, Executive Search Europe, the Middle East and Africa (“EMEA”), Executive Search Asia Pacific (“APAC”), and Executive Search Latin America)~~organizations.

~~4.Professional~~Clients ~~Search~~within &the ~~Interim~~Program ~~delivers~~are ~~enterprise~~supported ~~talent~~by ~~acquisition~~dedicated ~~solutions~~account ~~for~~leaders ~~permanent~~who ~~placements~~coordinate atengagement ~~the~~across ~~professional~~Korn ~~level~~Ferry’s ~~for~~full ~~middle~~portfolio—enabling ~~and~~consistent ~~upper management~~delivery, ~~and,~~deep ~~for~~understanding ~~interim,~~of atclient ~~those~~priorities, ~~same~~and ~~levels~~early ~~plus~~access ~~senior~~to ~~executives~~new offerings. WeAs ~~help~~of ~~clients~~July ~~source~~31, ~~high-quality candidates at speed and scale globally~~2025, ~~covering~~our ~~single-hire~~350 toMarquee ~~multi-hire permanent placements~~ and ~~interim~~Diamond ~~contractors~~accounts ~~(that~~represented ~~are~~approximately ~~focused~~39% onof ~~senior~~consolidated ~~executive,~~fee ~~information~~revenue—more ~~technology~~than ~~("IT"),~~double ~~Finance~~their &contribution ~~Accounting~~at ~~and~~the ~~human~~Program’s ~~resources roles)~~inception.

~~5.Recruitment~~Korn ~~Process~~Ferry ~~Outsourcing~~delivers ~~(“RPO”)~~services ~~offers~~through ~~scalable~~five ~~recruitment~~Solution ~~outsourcing~~areas. ~~and~~The ~~project~~Solution ~~solutions~~areas ~~leveraging~~reflect athe ~~customized~~breadth ~~technology~~of ~~enabled~~our ~~service~~talent ~~delivery~~and ~~platform~~organizational offerings and ~~talent~~correspond ~~insights.~~to ~~Our~~eight ~~scalable~~reportable ~~solutions,~~segments ~~built~~supported onby ~~our~~centralized IPfunctions that drive consistency, ~~science~~innovation, and ~~data~~scale. ~~and~~These ~~powered~~segments byrepresent ~~best-in-class~~how ~~technology~~we currently organize and ~~consulting~~deliver ~~expertise~~our work to the market, ~~enable~~enabling us to ~~act~~deliver asspecialized aexpertise ~~strategic~~at ~~partner~~scale inwhile ~~clients’~~remaining ~~quest~~agile ~~for~~in ~~superior~~response ~~recruitment~~to ~~outcomes~~evolving client needs and ~~better~~together, ~~candidate~~these ~~fit~~areas comprise eight reportable segments. The five Solution areas are the following:

261.Consulting helps clients design and implement the talent strategies, organizational structures, and workforce capabilities and rewards to drive growth. Our consulting teams collaborate across Korn Ferry to deliver integrated solutions that support end-to-end transformation—from strategy through execution.

Q32.Digital FYleads the development, integration and commercialization of products in the Korn Ferry Talent Suite, as well as enabling technology across Korn Ferry'25s ~~Performance~~other ~~Highlights~~Solution areas. Built on decades of proprietary data, IP, behavioral science, and talent intelligence, these tools empower data-driven decision-making and provide real-time access to benchmarks, assessments, talent development, rewards, and diagnostics across the talent lifecycle. They are leveraged in multiple ways: by consultants within service delivery, as embedded components of Integrated Solutions, or accessed directly by clients through subscription- and license-based models.

~~•Fee~~3.Executive ~~revenue~~Search indelivers Q3industry-leading ~~FY'25~~executive ~~was~~recruitment ~~$668~~across global markets, powered by decades of expertise and deep industry/sector specialization, and our own top-tier executive search professionals.7 ~~million~~We help organizations recruit board-level, ~~flat~~C-suite, ~~year~~and ~~over~~senior ~~year~~executive talent, using proprietary assessments, leadership benchmarks, and deep functional insight to identify leaders who align with strategy, culture and long-term priorities. This solution is managed and reported on a geographic basis and represents four of the Company’s reportable segments (Executive Search North America, Executive Search Europe, Middle East and Africa ("EMEA"), Executive Search Asia Pacific ("APAC") and Executive Search Latin America).

~~•RPO~~4.Professional ~~fee~~Search ~~revenue~~& ~~increased~~Interim 4%focuses ~~year~~on ~~over~~scalable, ~~year~~high impact recruiting and ~~new~~interim ~~business~~talent solutions at the professional level that offer flexibility and speed in Q3dynamic ~~FY'25~~business ~~was~~environments. ~~$210~~We ~~million,~~help ofclients ~~which~~rapidly ~~64%~~place permanent professionals and ~~36%~~senior/professional ~~was~~interim ~~from~~leaders ~~new~~across ~~client~~business-critical ~~wins~~functions such as Finance and ~~renewals/extensions~~Accounting, ~~respectively~~IT, Human Resources, and Operations.

~~•Net income attributable to Korn Ferry was $58.4 million and Adjusted EBITDA was $114.5 million.~~24

~~•Net~~5.RPO ~~income~~provides ~~attributable~~high-volume, outsourced hiring solutions that deliver end-to-end ~~Korn~~talent ~~Ferry~~acquisition ~~margin~~services ~~was~~for 8enterprise clients.7% These programs are delivered through global Talent Delivery Centers, using a ~~10bps~~technology ~~decrease~~enabled ~~compared~~platform and are designed and managed to ~~the~~align ~~year-ago~~with ~~quarter.~~each ~~Adjusted~~client’s ~~EBITDA~~business ~~margin~~objectives, ~~was~~leveraging ~~17.1%~~our IP, adata, ~~190bps~~science, ~~increase~~and ~~compared~~deep talent expertise. Advanced technology and AI-driven tools are used to enhance the ~~year-ago~~platform ~~quarter~~to drive scale, efficiency, and quality, while offering an engaging experience for candidates throughout the hiring process.

~~•Diluted~~Q1 ~~earnings per share was $1.10 in Q3~~ FY'~~25.~~26 Performance Highlights

On•Fee ~~November~~revenue 1,in ~~2024,~~Q1 weFY'26 ~~completed~~was ~~the acquisition of Trilogy for~~ $44708.46 million, ~~net of cash acquired. Headquartered in London, Trilogy is~~ a ~~leading~~year-over-year ~~provider~~increase of ~~digital interim talent across EMEA and in the United States~~5%. Trilogy operates at the forefront of change, in a large addressable market, with highly relevant digital interim professional offerings and broad EMEA footprint. Through the combination with Trilogy, Korn Ferry's Professional Search & Interim business is expected to extend our ability to scale the Company's solutions at the intersection of talent, transformation and strategy.

~~The~~•Executive ~~Company~~Search ~~evaluates performance and allocates resources based on the chief operating decision maker’s review of (1)~~ fee revenue ~~and~~was (2) adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). To the extent that such charges occur, Adjusted EBITDA excludes restructuring charges, integration/acquisition costs, certain separation costs and certain non-cash charges (goodwill, intangible asset and other impairments charges). For the three months ended January 31, 2025, Adjusted EBITDA excluded $2224.~~5 million of impairment of right-of-use assets, $2.1 million of integration/acquisition costs, $1.~~3 million ~~of restructuring charges~~, ~~net,~~an ~~and~~increase ~~$0.5 million impairment~~ of ~~fixed~~8% ~~assets. For the nine months ended January 31, 2025, Adjusted EBITDA excluded $7.1 million of integration/acquisition costs, $2.5 million of impairment of right~~year-ofover-~~use assets, $1~~year.9 million of restructuring charges, net, and $0.5 million impairment of fixed assets. For the three months ended January 31, 2024, Adjusted EBITDA excluded $4.6 million of restructuring charges, net, and $3.9 million of integration/acquisition costs. For the nine months ended January 31, 2024, Adjusted EBITDA excluded $68.6 million of restructuring charges, net, $13.1 million of integration/acquisition costs, $1.6 million of impairment of right-of-use assets, and $1.6 million impairment of fixed assets.

•Professional Search & Interim fee revenue increased 10% year-over-year.

•Net income attributable to Korn Ferry was $66.6 million, an increase of 6% year-over-year, with a margin of 9.4%, an increase of 10bps year-over-year.

• Adjusted EBITDA was $120.4 million, an increase of 8% year-over-year, with a margin of 17.0%, an increase of 50bps year-over-year.

•Diluted earnings per share was $1.26 in Q1 FY'26, up 8% compared to the year-ago quarter.

The Company evaluates performance and allocates resources based on the chief operating decision maker’s review of (1) fee revenue and (2) adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). To the extent that such charges occur, Adjusted EBITDA excludes restructuring charges, integration/acquisition costs, certain separation costs and certain non-cash charges (goodwill, intangible asset and other impairments charges). For the three months ended July 31, 2025, Adjusted EBITDA excluded $1.5 million of integration/acquisition costs. For the three months ended July 31, 2024, Adjusted EBITDA excluded $1.1 million of integration/acquisition costs.

Consolidated and subtotals of Executive Search Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures and have limitations as analytical tools. They should not be viewed as a substitute for financial information determined in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. In addition, they may not necessarily be comparable to non-GAAP performance measures that may be presented by other companies.

Management believes the presentation of these non-GAAP financial measures provides meaningful supplemental information regarding Korn Ferry’s performance by excluding certain charges, items of income and other items that may not be indicative of Korn Ferry’s ongoing operating results. The use of these non-GAAP financial measures facilitates comparisons to Korn Ferry’s historical performance and the identification of operating trends that may otherwise be distorted by the factors discussed above. Korn Ferry includes these non-GAAP financial measures because management believes it is 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. The accounting policies for the reportable segments are the same as those described in the summary of significant accounting policies in the accompanying condensed consolidated financial statements, except that the above noted items are excluded to arrive at Adjusted EBITDA. Management further believes that 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.

2725

Results of Operations

The following table summarizes the results of our operations as a percentage of fee revenue:

(Numbers may not total exactly due to rounding)

	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025		2024		~~2025~~		~~2024~~
Fee revenue	100.0	%	100.0	%	~~100.0~~	%	~~100.0~~	%
Reimbursed out-of-pocket engagement expenses	1.20		1.2		~~1.2~~		~~1.1~~
Total revenue	101.20		101.2		~~101.2~~		~~101.1~~
Compensation and benefits	6365.61		6866.29		~~65.1~~		~~67.1~~
General and administrative expenses	9.80		98.49		~~9.4~~		~~9.4~~
Reimbursed expenses	1.20		1.2		~~1.2~~		~~1.1~~
Cost of services	1110.79		1110.30		~~10.4~~		~~11.2~~
Depreciation and amortization	3.12		2.9		~~3.0~~		~~2.8~~
Restructuring charges, net	0.2		0.7		0.1		3.3
Other income, net	1.8		2.1
Other income, net	1.4		3.6		1.4		1.1
Interest expense, net	0.5		0.6
Interest expense, net	0.8		0.7		0.7		0.8
Income tax provision	3.6		3.3
Income tax provision	3.4		1.4		3.5		1.5
Net income	9.5	%	9.5	%
Net income	8.9	%	8.9	%	9.2	%	5.2	%
Net income attributable to Korn Ferry	9.4	%	9.3	%
Net income attributable to Korn Ferry	8.7	%	8.8	%	9.0	%	5.0	%

The following tables summarize the results of our operations:

(Numbers may not total exactly due to rounding)

Three Months EndedJanuary 31,

Nine Months EndedJanuary 31,

Three Months EndedJuly 31,

2025

2024

~~2025~~

~~2024~~

Dollars

~~Dollars~~

(dollars in thousands)

Fee revenue

Consulting

~~158~~169,~~704~~962

2324.70

~~166~~167,~~947~~870

2524.09

~~493,345~~

~~24.4~~

~~512,830~~

~~24.7~~

Digital

9089,~~823~~198

1312.6

9088,~~317~~180

13.51

~~271,896~~

~~13.5~~

~~275,395~~

~~13.3~~

Executive Search:

North America

~~128~~139,~~264~~654

19.27

~~121~~134,~~449~~752

1820.20

~~392,907~~

~~19.5~~

~~381,459~~

~~18.4~~

EMEA

4753,~~840~~781

7.26

4845,~~999~~981

76.38

~~140,609~~

~~7.0~~

~~138,873~~

~~6.7~~

Asia Pacific

2124,~~664~~701

3.25

2120,~~324~~579

3.20

~~63,707~~

~~3.1~~

~~65,167~~

~~3.1~~

Latin America

6,~~803~~117

1.0.8

7,~~541~~323

1.1

~~21,982~~

~~1.1~~

~~22,041~~

~~1.1~~

Total Executive Search

~~204~~224,~~571~~253

3031.6

~~199~~208,~~313~~635

2930.89

~~619,205~~

~~30.7~~

~~607,540~~

~~29.3~~

Professional Search & Interim

~~129~~133,~~957~~901

1918.49

~~130~~121,~~890~~741

1918.60

~~372,805~~

~~18.5~~

~~411,453~~

~~19.9~~

RPO

8491,~~674~~299

12.79

8188,~~212~~520

1213.1

~~260,789~~

~~12.9~~

~~264,653~~

~~12.8~~

Total fee revenue

~~668~~708,~~729~~613

100.0

~~668~~674,~~679~~946

100.0

~~2,018,040~~

~~100.0~~

~~2,071,871~~

~~100.0~~

Reimbursed out-of-pocket engagement expense

76,~~809~~930

87,~~194~~815

~~23,219~~

~~23,711~~

Total revenue

~~676~~715,~~538~~543

~~676~~682,~~873~~761

~~2,041,259~~

~~2,095,582~~

2826

In the tables that follow, the Company presents a subtotal for Executive Search Adjusted EBITDA and a single percentage for Executive Search Adjusted EBITDA margin, which reflects the aggregate of all of the individual Executive Search Regions. These figures are non-GAAP financial measures and are presented as they are consistent with the Company’s ~~lines~~Solution ofareas ~~business~~ and are financial metrics used by the Company’s investor base.

	Three Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025				~~2024~~		2024
	Consolidated
	(dollar in thousands)
	(dollars in thousands)
Fee revenue	$	~~668~~708,~~729~~613	100.0	%	$	~~668,679~~	$	674,946	~~100.0~~	%	100.0	%
Total revenue	$	~~676~~715,~~538~~543	101.20	%	$	~~676,873~~	$	682,761	~~101.2~~	%	101.2	%
Net income attributable to Korn Ferry	$	5866,~~414~~636	89.74	%	$	~~59,071~~	$	62,604	~~8.8~~	%	9.3	%
Net income attributable to noncontrolling interest	~~925~~798		0.1		~~649~~		1,652		~~0.1~~		0.2
Interest expense, net	53,~~461~~516		0.85		~~4,946~~		3,945		~~0.7~~		0.6
Income tax provision	2225,~~795~~250		3.46		~~9,018~~		22,354		~~1.4~~		3.3
Depreciation and amortization	2022,~~490~~686		3.12		~~19,509~~		19,578		~~2.9~~		2.9
Integration/acquisition costs	21,~~127~~508		0.32		~~3,899~~		1,076		~~0.6~~		0.2
Restructuring charges, net	1,316		0.2		4,612				0.7
Adjusted EBITDA	$	120,394	17.0	%			$	111,209			16.5	%
Impairment of fixed assets	509		0.1		—				—
Impairment of right-of-use assets	2,452		0.4		—				—
Adjusted EBITDA	$	114,489	17.1	%	$	101,704			15.2	%

	Nine Months EndedJanuary 31,
	Three Months Ended July 31,
	2025					~~2024~~				2024
	Consolidated
	(dollars in thousands)
	(dollar in thousands)
						Net income attributable toKorn Ferry		Net income attributable toKorn Ferry margin						Net income attributable toKorn Ferry		Net income attributable toKorn Ferry margin
Fee revenue	$	2,018,040	100.0		%	$	2,071,871	100.0	%
Consolidated						$	66,636	9.4	%					$	62,604	9.3	%
Total revenue	$	2,041,259	101.2		%	$	2,095,582	101.1	%
	Fee revenue		Total revenue			Adjusted EBITDA		Adjusted EBITDA margin		Fee revenue		Total revenue		Adjusted EBITDA		Adjusted EBITDA margin
Net income attributable to Korn Ferry	$	181,818	9.0		%	$	103,965	5.0	%
Consulting	$	169,962	$	172,699		$	28,809	17.0	%	$	167,870	$	170,767	$	29,294	17.5	%
Net income attributable to noncontrolling interest	4,120		0.2			2,984		0.1
Digital	89,198		89,245			27,607		31.0	%	88,180		88,211		26,623		30.2	%
Interest expense, net	15,032		0.7			16,282		0.8
Executive Search:
Income tax provision	70,047		3.5			29,779		1.5
North America	139,654		141,215			41,240		29.5	%	134,752		136,087		35,098		26.0	%
Depreciation and amortization	59,756		3.0			58,075		2.8
EMEA	53,781		54,081			9,143		17.0	%	45,981		46,276		7,265		15.8	%
Integration/acquisition costs	7,099		0.4			13,057		0.6
Asia Pacific	24,701		24,839			5,535		22.4	%	20,579		20,704		4,218		20.5	%
Restructuring charges, net	1,892		0.1			68,558		3.3
Latin America	6,117		6,139			1,540		25.2	%	7,323		7,326		2,798		38.2	%
Impairment of fixed assets	509		—			1,575		0.1
Total Executive Search	224,253		226,274			57,458		25.6	%	208,635		210,393		49,379		23.7	%
Impairment of right-of-use assets	2,452		0.1			1,629		0.1
Professional Search & Interim	133,901		135,141			28,027		20.9	%	121,741		122,730		25,706		21.1	%
Adjusted EBITDA	$	342,725	17.0		%	$	295,904	14.3	%
RPO	91,299		92,184			14,342		15.7	%	88,520		90,660		12,494		14.1	%
Corporate	—		—			(35,849)				—		—		(32,287)
Consolidated	$	708,613	$	715,543		$	120,394	17.0	%	$	674,946	$	682,761	$	111,209	16.5	%

2927

	Three Months Ended January 31,
	2025								2024
	(dollars in thousands)
					Net income attributable to Korn Ferry		Net income attributable to Korn Ferry margin						Net income attributable to Korn Ferry		Net income attributable to Korn Ferry margin
Consolidated					$	58,414	8.7	%					$	59,071	8.8	%
	Fee revenue		Total revenue		Adjusted EBITDA		Adjusted EBITDA margin		Fee revenue		Total revenue		Adjusted EBITDA		Adjusted EBITDA margin
Consulting	$	158,704	$	161,382	$	28,026	17.7	%	$	166,947	$	169,929	$	27,812	16.7	%
Digital	90,823		90,836		28,408		31.3	%	90,317		90,394		27,370		30.3	%
Executive Search:
North America	128,264		129,889		37,175		29.0	%	121,449		123,059		29,382		24.2	%
EMEA	47,840		48,087		7,845		16.4	%	48,999		49,171		7,799		15.9	%
Asia Pacific	21,664		21,794		4,504		20.8	%	21,324		21,384		4,500		21.1	%
Latin America	6,803		6,807		1,696		24.9	%	7,541		7,543		1,750		23.2	%
Total Executive Search	204,571		206,577		51,220		25.0	%	199,313		201,157		43,431		21.8	%
Professional Search & Interim	129,957		130,854		27,265		21.0	%	130,890		131,824		23,795		18.2	%
RPO	84,674		86,889		12,743		15.0	%	81,212		83,569		9,291		11.4	%
Corporate	—		—		(33,173)				—		—		(29,995)
Consolidated	$	668,729	$	676,538	$	114,489	17.1	%	$	668,679	$	676,873	$	101,704	15.2	%

Three Months Ended July 31, 2025 Compared to Three Months Ended July 31, 2024

	Nine Months Ended January 31,
	2025								2024
	(dollars in thousands)
					Net income attributable to Korn Ferry		Net income attributable to Korn Ferry margin						Net income attributable to Korn Ferry		Net income attributable to Korn Ferry margin
Consolidated					$	181,818	9.0	%					$	103,965	5.0	%
	Fee revenue		Total revenue		Adjusted EBITDA		Adjusted EBITDA margin		Fee revenue		Total revenue		Adjusted EBITDA		Adjusted EBITDA margin
Consulting	$	493,345	$	501,533	$	86,426	17.5	%	$	512,830	$	521,675	$	81,920	16.0	%
Digital	271,896		272,085		84,219		31.0	%	275,395		275,563		80,678		29.3	%
Executive Search:
North America	392,907		397,395		109,180		27.8	%	381,459		386,405		87,574		23.0	%
EMEA	140,609		141,495		22,597		16.1	%	138,873		139,621		19,056		13.7	%
Asia Pacific	63,707		64,038		13,154		20.6	%	65,167		65,454		14,690		22.5	%
Latin America	21,982		21,992		7,046		32.1	%	22,041		22,050		4,296		19.5	%
Total Executive Search	619,205		624,920		151,977		24.5	%	607,540		613,530		125,616		20.7	%
Professional Search & Interim	372,805		375,572		80,174		21.5	%	411,453		414,348		73,746		17.9	%
RPO	260,789		267,149		38,136		14.6	%	264,653		270,466		28,617		10.8	%
Corporate	—		—		(98,207)				—		—		(94,673)
Consolidated	$	2,018,040	$	2,041,259	$	342,725	17.0	%	$	2,071,871	$	2,095,582	$	295,904	14.3	%

Three Months Ended January 31, 2025 Compared to Three Months Ended January 31, 2024

Fee Revenue

Fee Revenue. Fee revenue was $~~668~~708.76 million in the three months ended ~~January~~July 31, 2025, ~~flat~~an increase of $33.7 million, or 5%, compared to $~~668~~674.7 9 million in the year-ago quarter. Exchange rates ~~unfavorably~~favorably impacted fee revenue by $109.01 million, or 21%, in the three months ended ~~January~~July 31, 2025 compared to the year-ago quarter. ~~Fee~~The increase in fee revenue ~~increased~~was ~~slightly~~primarily due to higher fee revenues in Executive Search EMEA, Executive Search North America, ~~RPO~~Executive ~~and~~Search ~~Digital~~APAC, ~~offset~~and byProfessional aSearch ~~decline~~& ~~in fee revenue in Consulting~~Interim.

Consulting. Consulting reported fee revenue of $~~158~~170.70 million, aan ~~decrease~~increase of $8.2.1 million, or 51%, in the three months ended ~~January~~July 31, 2025 compared to $~~166~~167.9 million in the year-ago quarter. Exchange rates ~~unfavorably~~favorably impacted fee revenue by $2.98 million, or 2%, in the three months ended ~~January~~July 31, 2025 compared to the year-ago quarter. The ~~decrease~~increase in ~~Consulting~~ fee revenue was primarily driven by a ~~decline~~9% ~~in organizational strategy and total rewards offerings, due to the~~ increase in ~~larger~~average ~~engagements~~bill ~~(those~~rates, ~~over~~partially ~~$1.0~~offset ~~million)~~by ~~which~~a ~~convert~~shift to ~~fee~~larger ~~revenue~~and ~~over a~~ longer duration engagements and, ~~to a lesser extent,~~ slower ~~client~~delivery ~~consumption~~ of ~~solutions~~backlog ~~and services such as assessments and training development~~engagements.

Digital. Digital reported fee revenue of $9089.82 million, an increase of $01.50 million, or 1%, in the three months ended ~~January~~July 31, 2025, compared to $9088.32 million in the year-ago quarter. Exchange rates ~~unfavorably~~favorably impacted fee revenue by $2.1.6 million, or 2%, in the three months ended ~~January~~July 31, 2025 compared to the year-ago quarter.

Executive Search North America. Executive Search North America reported fee revenue of $~~128~~139.37 million, an increase of $64.9 million, or 64%, in the three months ended ~~January~~July 31, 2025 compared to $~~121~~134.48 million in the year-ago quarter. ~~driven~~North byAmerica’s fee revenue increased primarily due to a 72% increase in the number of engagements billed, ~~partially~~and ~~offset by~~ a 1% ~~decrease~~increase in the weighted-average fee billed per engagement (calculated using local currency) during the three months ended ~~January~~July 31, 2025 compared to the year-ago quarter.

Executive Search EMEA. Executive Search EMEA reported fee revenue of $4753.8 million, aan ~~decrease~~increase of $17.28 million, or 217%, in the three months ended ~~January~~July 31, 2025 compared to $4946.0 million in the year-ago quarter. Exchange rates favorably impacted fee revenue by $2.6 million, or 6%, in the three months ended July 31, 2025 compared to the year-ago quarter. The ~~decrease~~increase in fee revenue was primarily due to a 316% ~~decrease~~increase in the number of engagements billed, partially offset by a 25% ~~increase~~decrease in ~~the~~ weighted-average fee billed per engagement (calculated using local currency) during the three months ended ~~January~~July 31, 2025 compared to the year-ago quarter.

Executive Search Asia Pacific. Executive Search Asia Pacific reported fee revenue of $24.7 million, an increase of $4.1 million, or 20%, in the three months ended July 31, 2025 compared to $20.6 million in the year-ago quarter. The increase in fee revenue was primarily due to a 20% increase in the number of engagements billed during the three months ended July 31, 2025 compared to the year-ago quarter.

Executive Search ~~Asia~~Latin ~~Pacific~~America. Executive Search ~~Asia~~Latin ~~Pacific~~America reported fee revenue of $216.71 million, a decrease of $1.2 million, or 16%, in the three months ended ~~January~~July 31, 2025 compared to $7.3 million in the year-ago quarter. Exchange rates unfavorably impacted fee revenue by $0.4 million, ~~essentially~~or ~~flat~~5%, in the three months ended July 31, 2025 compared to ~~$21~~the year-ago quarter. Latin America's fee revenue decreased primarily due to a 9% decrease in the weighted-average fee billed per engagement (calculated using local currency) and a 3% ~~million~~decrease in the number of engagements billed during the three months ended July 31, 2025 compared to the year-ago quarter.

~~Executive~~Professional Search ~~Latin~~& ~~America~~Interim. ~~Executive~~Professional Search ~~Latin~~& ~~America~~Interim reported fee revenue of $6133.89 million, aan ~~decrease~~increase of $012.72 million, or 910%, in the three months ended ~~January~~July 31, 2025, compared to $7121.57 million in the year-ago quarter. ~~Exchange~~The ~~rates~~increase ~~unfavorably~~in ~~impacted~~ fee revenue bywas ~~$1.1~~primarily ~~million,~~due orto ~~15%,~~an increase in ~~the~~interim ~~three~~fee ~~months~~revenue ~~ended~~of ~~January~~$9.7 ~~31,~~million ~~2025~~as ~~compared~~a toresult of the ~~year-ago~~acquisition ~~quarter~~of Trilogy International effective November 1, 2024.

~~Professional~~RPO. ~~Search~~RPO &reported ~~Interim.~~fee ~~Professional~~revenue ~~Search~~of &$91.3 ~~Interim~~million, ~~reported~~an ~~fee~~increase ~~revenue~~ of $~~130~~2.08 million, or 3%, in the three months ended ~~January~~July 31, 2025 ~~essentially flat~~ compared to $~~130~~88.95 million in the year-ago quarter. ~~The~~Exchange ~~change~~rates infavorably impacted fee revenue ~~was~~by ~~impacted~~$1.7 bymillion, or 2%, in the ~~Industry-wide~~three ~~slowdown~~months inended ~~demand~~July ~~for~~31, ~~permanent~~2025 ~~and~~compared ~~Interim~~to ~~professionals~~the ~~offset~~year-ago byquarter. ~~additional~~The increase in fee revenue ~~from~~was ~~the~~primarily ~~acquisition~~due ofto ~~Trilogy,~~new ~~effective~~logo ~~November~~clients 1,in ~~2024~~North America.

RPO. RPO reported fee revenue of $84.7 million in the three months ended January 31, 2025, an increase of $3.5 million, or 4%, in the three months ended January 31, 2025 compared to $81.2 million in the year-ago quarter. Exchange rates unfavorably impacted fee revenue by $1.5 million, or 2%, in the three months ended January 31, 2025 compared to the year-ago quarter. The increase in fee revenue was primarily due to recent new client wins being stood up and an increase in demand from our base clients in the North America and Asia Pacific regions.

Compensation and Benefits

Compensation and benefits expense ~~decreased~~increased by $~~30.~~9.6 million, or 72%, to $~~425~~461.34 million in the three months ended ~~January~~July 31, 2025 from $~~456~~451.28 million in the year-ago quarter. Exchange rates ~~favorably~~unfavorably impacted compensation and benefits expense by $56.56 million, or 1%, in the three months ended ~~January~~July 31, 2025 compared to the year-ago quarter. The ~~decrease~~increase in compensation and benefits expense was primarily due to aan ~~decrease~~increase in severance-related expenses of $1412.5 million ~~in deferred compensation expense~~ due to aan ~~decrease~~increase in ~~the~~layoffs ~~fair value of participants' accounts~~ in the three months ended ~~January~~July 31, 2025 compared to the year-ago quarter,. ~~lower~~Also ~~performance-~~contributing to the increase were higher salaries and related ~~bonus~~payroll taxes, vacation expense, commission expense and costs related to the use of outside contractors of $8.25 million, $1.4 million, $1.7 million and a$1.5 ~~decrease~~million, inrespectively. ~~salaries~~These ~~and~~increases ~~related~~were ~~payroll~~partially ~~taxes~~offset by a decrease of $718.53 million ~~due~~in toperformance-related abonus 2%expense ~~reduction~~ in ~~average~~the ~~headcount~~three months ended July 31, 2025 compared to the year-ago quarter.

Consulting compensation and benefits expense decreased by $6.0 million, or 5%, to $109.5 million in the three months ended January 31, 2025 from $115.5 million in the year-ago quarter. Exchange rates favorably impacted compensation and benefits by $1.7 million, or 1%, in the three months ended January 31, 2025 compared to the year-ago quarter. The decrease in compensation and benefits expense was primarily due to a decrease in performance-related bonus expense of $3.4 million driven by the lower segment fee revenue and a decrease in salaries and related payroll taxes of $3.0 million as a result of a 5% reduction in average headcount in the three months ended January 31, 2025 compared to the year-ago quarter.28

~~Digital~~Consulting compensation and benefits expense ~~decreased~~increased by $2.5 million, or 52%, to $43117.32 million in the three months ended ~~January~~July 31, 2025 ~~compared~~from to $45114.87 million in the year-ago quarter. Exchange rates ~~favorably~~unfavorably impacted compensation and benefits expense by $12.03 million, or 2%, in the three months ended ~~January~~July 31, 2025 compared to the year-ago quarter. The ~~decrease~~increase in compensation and benefits expense was primarily due to aan ~~decrease~~increase ~~in commission expense~~ of $15.64 million ~~and~~in ~~lower performance~~severance-related ~~bonus~~costs ~~expense~~due to an increase in layoffs in the three months ended July 31, 2025 compared to the year-ago quarter. This increase was partially offset by a decrease of $04.80 million in performance-related bonus expense in the three months ended ~~January~~July 31, 2025 compared to the year-ago quarter.

~~Executive~~Digital ~~Search North America~~ compensation and benefits expense decreased by $110.98 million, or 122%, to $8844.75 million in the three months ended ~~January~~July 31, 2025 compared to $~~100~~45.63 million in the year-ago quarter. ~~Compensation~~The decrease in compensation and benefits expense ~~decreased~~was primarily due to alower ~~decrease~~performance-related inbonus ~~deferred compensation~~ expense of $95.8 million, aspartially aoffset ~~result~~by ofincreases ain ~~decrease~~severance inexpense, ~~the~~salaries ~~fair~~and ~~value~~related payroll taxes and commission expense of ~~participants'~~$1.6 ~~accounts~~million, $1.5 million and $1.1 million, respectively, in the three months ended ~~January~~July 31, 2025 compared to the year-ago quarter ~~and lower performance-related bonus expense of $2~~.~~4 million.~~

Executive Search ~~EMEA~~North America compensation and benefits expense decreased by $1.27 million, or 32%, to $3599.5 million in the three months ended ~~January~~July 31, 2025 compared to $36101.72 million in the year-ago quarter. ~~The~~Compensation ~~decrease in compensation~~ and benefits expense ~~was~~decreased primarily due to a decrease ~~of $2.0 million~~ in performance-related bonus expense asof a$2.6 ~~result~~million, partially offset by an increase of ~~lower~~$0.6 ~~segment~~million ~~fee~~in ~~revenue~~severance-related costs in the three months ended ~~January~~July 31, 2025 compared to the year-ago quarter~~, partially offset by an increase in salaries and related payroll taxes of $0~~.7 ~~million.~~

Executive Search ~~Asia~~EMEA ~~Pacific~~ compensation and benefits expense increased by $05.6 million, or 416%, to $1540.2 million in the three months ended ~~January~~July 31, 2025 compared to $1434.6 million in the year-ago quarter. Exchange rates unfavorably impacted compensation and benefits expense by $2.0 million, or 6%, in the three months ended July 31, 2025 compared to the year-ago quarter. The increase in compensation and benefits expense was primarily due to an increase in salaries and related payroll taxes of $2.2 million as a result of a 10% increase in average consultant headcount in the three months ended July 31, 2025 compared to the year-ago quarter. Also contributing to the increase was an increase in performance-related bonus expense of $1.9 million driven by the higher segment fee revenue in the three months ended July 31, 2025 compared to the year-ago quarter.

Executive Search ~~Latin~~Asia ~~America~~Pacific compensation and benefits expense ~~decreased~~increased by $02.67 million, or 1319%, to $417.01 million in the three months ended ~~January~~July 31, 2025 compared to $14.4 million in the year-ago quarter.6 The increase in compensation and benefits expense was primarily due to an increase in performance-related bonus expense of $1.8 million driven by the higher segment fee revenue in the three months ended July 31, 2025 compared to the year-ago quarter.

32Executive Search Latin America compensation and benefits expense decreased by $0.7 million, or 16%, to $3.7 million in the three months ended July 31, 2025, compared to $4.4 million in the year-ago quarter.

Professional Search & Interim compensation and benefits expense ~~decreased~~increased by $80.79 million, or 162%, to $4550.81 million in the three months ended ~~January~~July 31, 2025 from $54.5 million in the year-ago quarter. The decrease in compensation and benefits expense was primarily due to a decrease in integration and acquisition cost of $2.1 million as well as a decline in performance-related bonus expense of $1.9 million and a decrease in deferred compensation expense of $1.2 million as a result of a decrease in the fair value of participants' accounts in the three months ended January 31, ~~2025~~ compared to ~~the year-ago quarter. Also contributing to the decrease in compensation and benefits expense were decreases in commission expense of~~ $149.62 million ~~and salaries and related payroll taxes of $1.5 million as a result of an 8% decrease~~ in ~~average headcount in~~ the ~~three months ended January 31, 2025 compared to the~~ year-ago quarter.

RPO compensation and benefits expense ~~was~~increased by $640.67 million, or 1%, to $69.3 million in the three months ended ~~January~~July 31, 2025, ~~essentially flat~~ compared to $6468.76 million in the year-ago quarter. Exchange rates unfavorably impacted compensation and benefits expense by $1.3 million, or 2%, in the three months ended July 31, 2025 compared to the year-ago quarter.

Corporate compensation and benefits expense ~~decreased~~was by $019.58 million, ~~or 3%, to $18.6 million~~ in the three months ended ~~January~~July 31, 2025, ~~from~~essentially flat compared to $19.14 million in the year-ago quarter.

General and Administrative Expenses

General and administrative expenses increased by $23.69 million, or 47%, to $6563.39 million in the three months ended ~~January~~July 31, 2025 from $6260.70 million in the year-ago quarter. The increase in general and administrative expenses was primarily due to ~~impairment~~increases ~~charges~~ of $2.64 million ~~associated~~and ~~with~~$1.5 ~~the~~million ~~reduction~~in oflegal ~~the~~and ~~Company's~~other ~~real~~professional ~~estate~~fees ~~footprint~~and computer software licenses, respectively, in the three months ended ~~January~~July 31, 2025 compared to the year-ago quarter.

Consulting general and administrative expenses ~~decreased~~were by $~~1.7 million, or~~ 13~~%, to $11~~.90 million in the three months ended ~~January~~July 31, 2025 ~~compared to $13.6 million in the year-ago quarter. The decrease in general and administrative expenses was primarily due to a foreign exchange gain of $0.2 million in the three months ended January 31~~, ~~2025~~essentially flat compared to ~~a foreign exchange loss of~~ $012.89 million in the year-ago quarter.

Digital general and administrative expenses increased by $0.49 million, or 410%, to $10.10 million in the three months ended ~~January~~July 31, 2025, ~~from~~compared to $9.71 million in the year-ago quarter. The increase was due to an increase in computer software licenses.

Executive Search North America general and administrative expenses ~~increased~~decreased by $30.17 million, or 409%, to $106.89 million in the three months ended ~~January~~July 31, 2025, compared to $7.~~7 million in the year-ago quarter. The increase in general and administrative expenses was primarily due to impairment charges of $2.~~6 million ~~associated with the reduction of the Company's real estate footprint~~ in ~~three months ended January 31, 2025 compared to~~ the year-ago quarter.

Executive Search EMEA general and administrative expenses ~~was~~were $4.4 million in the three months ended ~~January~~July 31, 2025, essentially flat compared to $4.31 million in the year-ago quarter.

Executive Search Asia Pacific general and administrative expenses decreased by $0.6 million, or 24%, to $1.9 million in the three months ended January 31, 2025, compared to $2.5 million in the year-ago quarter.29

Executive Search ~~Latin~~Asia ~~America~~Pacific general and administrative expenses ~~decreased~~were by $02.41 million, ~~or 31%, to $0.9 million~~ in the three months ended ~~January~~July 31, 2025, essentially flat compared to $12.32 million in the year-ago quarter.

~~Professional~~Executive Search &Latin ~~Interim~~America general and administrative expenses ~~decreased~~were by $0.69 million, ~~or 10%, to $5.4 million~~ in the three months ended ~~January~~July 31, 2025, a slight increase compared to $6.0.2 million in the year-ago quarter.

~~RPO~~Professional Search & Interim general and administrative expenses ~~was~~were $45.41 million in the three months ended ~~January~~July 31, 2025, essentially flat compared to $4.5.2 million in the year-ago quarter.

~~Corporate~~RPO general and administrative expenses ~~increased~~were by $24.54 million, ~~or 19%, to $15.5 million~~ in the three months ended ~~January~~July 31, 2025 ~~compared to $13.0 million in the year-ago quarter. The increase in general and administrative expenses was primarily due to a foreign exchange loss of $0.6 million in the three months ended January 31~~, ~~2025~~essentially flat compared to ~~a foreign exchange gain of~~ $04.87 million in the year-ago quarter.

Corporate general and administrative expenses increased by $2.9 million, or 21%, to $16.9 million in the three months ended July 31, 2025, compared to $14.0 million in the year-ago quarter. The increase in general and administrative expenses was primarily due to an increase in legal and other professional fees of $3.0 million in the three months ended July 31, 2025 compared to the year-ago quarter.

Cost of Services Expense

Cost of services expense consists of contractor and product costs related to delivery of various services and products through Consulting, Digital, Professional Search & Interim and RPO. Cost of services expense increased by $29.27 million, or 314%, to $7877.02 million in the three months ended ~~January~~July 31, 2025 compared to $7567.85 million in the year-ago quarter. Professional Search & Interim ~~accounts~~accounted for $29.54 million of the increase due to ~~contractor~~an ~~costs~~increase ~~following~~in ~~the~~fee ~~Trilogy~~revenue ~~acquisition,~~in ~~which~~the ~~performs~~segment as a significant ~~portion~~amount of interim services. ~~Interim~~they ~~services~~perform have a higher cost of service expense as compared to the Company's other segments.

Depreciation and Amortization Expenses

Depreciation and amortization expenses increased by $13.01 million, or 516%, to $2022.57 million in the three months ended ~~January~~July 31, 2025, compared to $19.56 million in the year-ago quarter. The increase was primarily due to the ~~technology~~accelerated ~~investments~~depreciation ~~made~~associated inwith the ~~current~~decision ~~and~~to ~~prior~~sunset ~~year~~our Digital platform upon the introduction of the Korn Ferry Talent Suite platform, expected in ~~our~~the ~~Digital~~third ~~segment~~quarter of fiscal 2026.

Restructuring Charges, Net

During the second quarter of fiscal 2024, we implemented a restructuring plan to eliminate excess capacity resulting from a challenging macroeconomic business environment impacting demand. During the three months ended January 31, 2025 and 2024, we recorded an adjustment to the previously recorded restructuring accruals of $1.3 million and $4.6 million, respectively.

Net Income Attributable to Korn Ferry

Net income attributable to Korn Ferry ~~decreased~~increased by $04.70 million, or 16%, to $5866.46 million in the three months ended ~~January~~July 31, 2025, as compared to $5962.16 million in the year-ago quarter. The ~~decrease~~increase in ~~Net~~net ~~Income~~income attributable ~~for~~to Korn Ferry was primarily due to an increase in ~~income~~fee ~~tax~~revenue ~~provision~~ of $1333.~~8 million due to a $9.~~7 million, ~~non-recurring~~partially ~~tax~~offset ~~benefit~~by ~~recorded~~increased incost ~~the~~of ~~three~~services ~~months~~expense ~~ended~~of ~~January~~$9.7 31million, ~~2024~~compensation ~~from~~and ~~actions~~benefits ~~taken~~expense inof ~~connection~~$9.6 ~~with~~million, ~~the~~general ~~worldwide~~and ~~minimum~~administrative ~~tax~~expenses ~~that~~of ~~resulted~~$3.9 inmillion, ~~the~~depreciation ~~release~~and ofamortization aexpenses ~~valuation~~of ~~allowance~~$3.1 ~~This~~million ~~was~~and ~~partially~~income ~~offset~~tax byprovision aof ~~decrease~~$2.9 million in ~~compensation~~the ~~and~~three ~~benefits~~months ~~expense~~ended July 31, ~~due~~2025 compared to ~~disciplined~~the ~~cost~~year-ago ~~management~~quarter. Net income attributable to Korn Ferry, as a percentage of fee revenue, was 9% in both the three months ended ~~January~~July 31, 2025 and 2024.

Adjusted EBITDA

Adjusted EBITDA increased by $129.82 million, or 138%, to $~~114~~120.54 million in the three months ended ~~January~~July 31, 2025 as compared to $~~101~~111.72 million in the year-ago quarter. The increase in Adjusted EBITDA was ~~primarily~~ driven by ~~decreases~~an increase in ~~performance-related~~fee ~~bonus expense and salaries and related payroll taxes~~revenue, partially offset by anthe ~~increase~~increases in cost of services expense, compensation and benefit expense (excluding integration/acquisition costs) and general and administrative expenses. Adjusted EBITDA, as a percentage of fee revenue, was 17% in the three months ended ~~January~~July 31, 2025 compared to 1516% in the year-ago quarter.

Consulting Adjusted EBITDA was $28.08 million in the three months ended ~~January~~July 31, 2025, ~~essentially~~a ~~flat~~decrease of $0.5 million, or 2%, as compared to $2729.83 million in the year-ago quarter. Consulting Adjusted EBITDA, as a percentage of fee revenue, was ~~18% and~~ 17% in both the three months ended ~~January~~July 31, 2025 and 2024~~, respectively~~.

Digital Adjusted EBITDA ~~increased~~was by $127.06 million, ~~or 4%, to $28.4 million~~ in the three months ended ~~January~~July 31, 2025, an increase of $1.0 million, or 4%, as compared to $2726.46 million in the year-ago quarter. ~~The~~This increase in Adjusted EBITDA was primarily driven by ~~improved~~an ~~consultant~~increase ~~productivity~~in ~~and~~fee ~~disciplined cost management~~revenue. Digital Adjusted EBITDA, as a percentage of fee revenue, was 31% and 30% in the three months ended ~~January~~July 31, 2025 and 2024, respectively.

Executive Search North America Adjusted EBITDA increased by $76.81 million, or 2717%, to $3741.2 million in the three months ended ~~January~~July 31, 2025 compared to $2935.41 million in the year-ago quarter. The increase was mainly driven by anhigher ~~increase~~fee revenue in ~~fee~~the ~~revenue~~segment, coupled with a decrease in ~~performance-related~~compensation ~~bonus~~and benefits expense for the three months ended July 31, 2025 compared to the year-ago quarter. Executive Search North America Adjusted EBITDA, as a percentage of fee revenue, was 2930% and 2426% in the three months ended ~~January~~July 31, 2025 and 2024, respectively.

Executive Search EMEA Adjusted EBITDA was $7.8 million in both the three months ended January 31, 2025 and the year-ago quarter. Executive Search EMEA Adjusted EBITDA, as a percentage of fee revenue, was 16% in both the three months ended January 31, 2025 and 2024.30

Executive Search ~~Asia~~EMEA ~~Pacific~~ Adjusted EBITDA ~~was~~increased by $41.58 million, inor ~~both~~25%, to $9.1 million in the three months ended ~~January~~July 31, 2025 compared to $7.3 million in the year-ago quarter. The increase was primarily driven by an increase in fee revenue, partially offset by an increase in compensation and benefits expense for the three months ended July 31, 2025 compared to the year-ago quarter. Executive Search ~~Asia~~EMEA ~~Pacific~~ Adjusted EBITDA, as a percentage of fee revenue, was 2117% inand ~~both~~16% in the three months ended ~~January~~July 31, 2025 and 2024, respectively.

Executive Search ~~Latin~~Asia ~~America~~Pacific Adjusted EBITDA ~~was~~increased by $1.73 million, or 31%, to $5.5 million in the three months ended ~~January~~July 31, 2025, ~~essentially flat~~ compared to $14.8 2 million in the year-ago quarter. The increase was primarily driven by an increase in fee revenue, partially offset by an increase in compensation and benefits expense. Executive Search ~~Latin~~Asia ~~America~~Pacific Adjusted EBITDA, as a percentage of fee revenue, was 2522% and 2320% in the three months ended ~~January~~July 31, 2025 and 2024, respectively.

~~Professional~~Executive Search &Latin ~~Interim~~America Adjusted EBITDA ~~was~~decreased by $271.3 million, or 46%, to $1.5 million in the three months ended ~~January~~July 31, 2025, ~~an increase of $3.5 million, or 15%, as~~ compared to $232.8 million in the year-ago quarter. The ~~increase~~decrease ~~in Adjusted EBITDA~~ was ~~mainly~~primarily driven by a decrease in ~~compensation~~fee ~~and~~revenue ~~benefits~~for ~~expense~~the ~~(excluding~~three ~~integration/acquisition~~months ~~costs),~~ended ~~partially~~July ~~offset~~31, by2025 ancompared ~~increase~~to inthe ~~cost~~year-ago ~~of services expense~~quarter. ~~Professional~~Executive Search &Latin ~~Interim~~America Adjusted EBITDA, as a percentage of fee revenue, was 2125% and 1838% in the three months ended ~~January~~July 31, 2025 and 2024, respectively.

34Professional Search & Interim Adjusted EBITDA was $28.0 million in the three months ended July 31, 2025, an increase of $2.3 million, or 9%, as compared to $25.7 million in the year-ago quarter. The increase in Adjusted EBITDA was mainly driven by higher fee revenue, partially offset by an increase in cost of services expense. Professional Search & Interim Adjusted EBITDA, as a percentage of fee revenue, was 21% in both three months ended July 31, 2025 and 2024.

RPO Adjusted EBITDA was $1214.73 million in the three months ended ~~January~~July 31, 2025, an increase of $31.48 million, or 3714%, as compared to $912.35 million in the year-ago quarter. The increase in Adjusted EBITDA was mainly driven by ~~greater~~higher ~~execution~~fee ~~staff productivity and disciplined cost management~~revenue, aspartially ~~shown~~offset by an increase in ~~fee~~compensation ~~revenue~~and ~~while~~benefits ~~costs remained essentially flat compared to the year-ago quarter~~expense. RPO Adjusted EBITDA, as a percentage of fee revenue, was 1516% and 1114% in the three months ended ~~January~~July 31, 2025 and 2024, respectively.

Other Income, Net

Other income, net was $912.48 million in the three months ended ~~January~~July 31, 2025 compared to $2314.85 million in the year-ago quarter. The difference was primarily due to ~~lower~~a ~~gains~~decrease ~~from~~in the ~~increase~~gains ingenerated from the increased fair value of our marketable securities that are held in trust to for the settlement of the Company's obligation under the Executive Capital Accumulation Plan and similar plans in Asia Pacific and Canada (collectively, "ECAP") during the three months ended ~~January~~July 31, 2025 compared to the year-ago quarter.

Interest Expense, Net

Interest expense, net primarily relates to the Company's 4.625% Senior Unsecured Notes due 2027 ("Notes") issued in December 2019, borrowings under ~~Company purchased~~ company-owned life insurance ("COLI") policies and interest cost related to our deferred compensation plans, which are partially offset by interest earned on cash and cash equivalent balances. Interest expense, net was $53.5 million in the three months ended ~~January~~July 31, 2025 compared to $43.9 million in the year-ago quarter. ~~Interest expense, net increased due to an increase in interest expense on deferred compensation plans in the three months ended January 31, 2025 compared to the year-ago quarter.~~

Income Tax Provision

The provision for income tax was $2225.83 million in the three months ended ~~January~~July 31, 2025, with an effective tax rate of 27.82%, compared to $922.04 million in the three months ended ~~January~~July 31, 2024, with an effective tax rate of 1325.18%. InOur ~~addition~~effective totax ~~the~~rate ~~impact~~is ofprimarily impacted by U.S. state income taxes and ~~the~~ jurisdictional mix of earnings, which generally create variability in our effective tax rate over time~~, the decrease in the effective tax rate for the three months ended January 31, 2024 was due to a $9~~.~~7 million non-recurring tax benefit from actions taken in connection with the worldwide minimum tax that resulted in the release of a valuation allowance.~~

On July 4, 2025, House Resolution 1, commonly referred to as the One Big Beautiful Bill Act (the "Act") was enacted into law. Key provisions of the Act include the extension and modification of certain provisions of the Tax Cuts and Jobs Act of 2017, changes to bonus depreciation, adjustments to business interest expense limitations, and modifications to the treatment of research and development expenditures. The Act has multiple effective dates, with certain provisions effective in fiscal 2026 and others becoming effective in fiscal 2027. In accordance with ASC 740, the effect of changes in tax rates and laws on deferred tax balances are recognized in the period when the legislation is enacted. We reflected the effect of the Act within the provision for income taxes and the deferred tax balances as of July 31, 2025. The Act did not materially impact our effective tax rate.

Net Income Attributable to Noncontrolling Interest

Net income attributable to noncontrolling interest represents the portion of a subsidiary’s net earnings that are attributable to shares of such subsidiary not held by Korn Ferry that are included in the condensed consolidated results of income. Net income attributable to noncontrolling interest for the three months ended ~~January~~July 31, 2025 was $0.98 million, as compared to $01.67 million in the three months ended ~~January~~July 31, 2024.

~~Nine Months Ended January~~ 31~~, 2025 Compared to Nine Months Ended January 31, 2024~~

Fee Revenue

Fee Revenue. Fee revenue was $2,018.0 million, a decrease of $53.9 million, or 3%, in the nine months ended January 31, 2025 compared to $2,071.9 million in the year-ago period. Exchange rates unfavorably impacted fee revenue by $11.4 million, or 1%, in the nine months ended January 31, 2025 compared to the year-ago period. The decrease in fee revenue was primarily due to lower fee revenues in Professional Search & Interim, Consulting, RPO and Digital driven by a decline in demand due to the current economic environment and other factors, partially offset by an increase in fee revenue in Executive Search North America and Executive Search EMEA.

Consulting. Consulting reported fee revenue of $493.3 million, a decrease of $19.5 million, or 4%, in the nine months ended January 31, 2025 compared to $512.8 million in the year-ago period. Exchange rates unfavorably impacted fee revenue by $3.3 million, or 1%, in the nine months ended January 31, 2025 compared to the year-ago period. The decrease in fee revenue was primarily driven by a decline in demand for our organizational strategy, assessment & succession, and leadership and professional development offerings.

Digital. Digital reported fee revenue of $271.9 million, a decrease of $3.5 million, or 1%, in the nine months ended January 31, 2025 compared to $275.4 million in the year-ago period. Exchange rates unfavorably impacted fee revenue by $3.2 million, or 1%, in the nine months ended January 31, 2025 compared to the year-ago period. The decrease in fee revenue was primarily driven by decreases in demand for leadership and development and assessment & succession offerings, partially offset by increases in organizational strategy and total rewards offerings.

Executive Search North America. Executive Search North America reported fee revenue of $392.9 million, an increase of $11.4 million, or 3%, in the nine months ended January 31, 2025 compared to $381.5 million in the year-ago period. North America’s fee revenue increased due to a 4% increase in the number of engagements billed, partially offset by a 1% decrease in the weighted-average fee billed per engagement (calculated using local currency) during the nine months ended January 31, 2025 compared to the year-ago period.

Executive Search EMEA. Executive Search EMEA reported fee revenue of $140.6 million, an increase of $1.7 million, or 1%, in the nine months ended January 31, 2025 compared to $138.9 million in the year-ago period. The increase in fee revenue was due to a 7% increase in the weighted-average fee billed per engagement (calculated using local currency), partially offset by a 6% decrease in the number of engagements billed during the nine months ended January 31, 2025 compared to the year-ago period.

Executive Search Asia Pacific. Executive Search Asia Pacific reported fee revenue of $63.7 million, a decrease of $1.5 million, or 2%, in the nine months ended January 31, 2025 compared to $65.2 million in the year-ago period. The decrease in fee revenue was due to a 3% decrease in the number of engagements billed, partially offset by a 2% increase in the weighted-average fee billed per engagement (calculated using local currency) during the nine months ended January 31, 2025 compared to the year-ago period.

Executive Search Latin America. Executive Search Latin America reported fee revenue of $22.0 million in both the nine months ended January 31, 2025 and 2024. Exchange rates unfavorably impacted fee revenue by $2.6 million, or 12%, in the nine months ended January 31, 2025 compared to the year-ago period.

Professional Search & Interim. Professional Search & Interim reported fee revenue of $372.8 million, a decrease of $38.7 million, or 9%, in the nine months ended January 31, 2025 compared to $411.5 million in the year-ago period. The decrease in fee revenue was primarily due to a decrease in interim fee revenue of $24.4 million as well as a decrease in permanent placement fee revenue of $14.3 million, each of which resulted from lower demand in the current economic environment.

RPO. RPO reported fee revenue of $260.8 million, a decrease of $3.9 million, or 1%, in the nine months ended January 31, 2025 compared to $264.7 million in the year-ago period. The decrease in fee revenue was due to moderation in the hiring volume in the existing base of clients due to the current economic environment.

Compensation and Benefits

Compensation and benefits expense decreased by $75.5 million, or 5%, to $1,314.5 million in the nine months ended January 31, 2025 from $1,390.0 million in the year-ago period. The decrease in compensation and benefits expense was primarily due to a decrease in salaries and related payroll taxes of $69.4 million as a result of an 8% reduction in average headcount in the nine months ended January 31, 2025 compared to the year-ago period and decreases in commission expense and integration/acquisition costs of $10.4 million and $8.3 million, respectively. These decreases were partially offset by an increase of $5.8 million in the use of outside contractors and $4.9 million in higher performance-related bonus expense in the nine months ended January 31, 2025 compared to the year-ago period.

Consulting compensation and benefits expense decreased by $21.2 million, or 6%, to $337.9 million in the nine months ended January 31, 2025 from $359.1 million in the year-ago period. The decrease in compensation and benefits expense was primarily due to a decrease in salaries and related payroll taxes of $17.0 million as a result of a 7% reduction in average headcount in the nine months ended January 31, 2025 compared to the year-ago period and a decrease in performance-related bonus expense of $9.9 million. These decreases were partially offset by an increase of $3.7 million in severance related cost due to a reduction in workforce.

Digital compensation and benefits expense decreased by $7.8 million, or 5%, to $134.2 million in the nine months ended January 31, 2025 from $142.0 million in the year-ago period. Exchange rates favorably impacted compensation and benefits by $1.4 million, or 1%, in the nine months ended January 31, 2025 compared to the year-ago period. The decrease in compensation and benefits expense was primarily due to a decrease in salaries and related payroll taxes of $7.4 million as a result of a 6% decrease in average headcount in the nine months ended January 31, 2025 compared to the year-ago period.

Executive Search North America compensation and benefits expense decreased by $6.2 million, or 2%, to $276.7 million in the nine months ended January 31, 2025 compared to $282.9 million in the year-ago period. Compensation and benefits expense decreased primarily due to lower performance-related bonus expense of $5.8 million and a decrease in salaries and related payroll taxes of $4.1 million due to a 5% decrease in average headcount in the nine months ended January 31, 2025 compared to the year-ago period. This decrease was partially offset by an increase of $4.2 million in deferred compensation expense due to an increase in the fair value of participants' accounts in the nine months ended January 31, 2025 compared to the year-ago period.

Executive Search EMEA compensation and benefits expense decreased by $2.2 million, or 2%, to $105.2 million in the nine months ended January 31, 2025 compared to $107.4 million in the year-ago period. The decrease in compensation and benefits expense was primarily due to a decrease in severance related expenses of $2.5 million in the nine months ended January 31, 2025 compared to the year-ago period.

Executive Search Asia Pacific compensation and benefits expense increased by $1.1 million, or 2%, to $45.2 million in the nine months ended January 31, 2025 compared to $44.1 million in the year-ago period. The increase in compensation and benefits expense was primarily due to increases of $1.1 million, $1.0 million, and $0.4 million in severance related expenses, long-term incentives awards and performance-related bonus expense, respectively. These increases were partially offset by a decrease in salaries and related payroll tax of $2.0 million due to a 5% decrease in average headcount in the nine months ended January 31, 2025 compared to the year-ago period.

Executive Search Latin America compensation and benefits expense decreased by $1.0 million, or 7%, to $13.3 million in the nine months ended January 31, 2025 compared to $14.3 million in the year-ago period. Exchange rates favorably impacted compensation and benefits by $1.7 million, or 12%, in the nine months ended January 31, 2025 compared to the year-ago period. The decrease in compensation and benefits expense was primarily due to a decrease in salaries and related payroll taxes of $1.1 million in the nine months ended January 31, 2025 compared to the year-ago period.

Professional Search & Interim compensation and benefits expense decreased by $26.2 million, or 15%, to $144.8 million in the nine months ended January 31, 2025 from $171.0 million in the year-ago period. The decrease in compensation and benefits expense was primarily due to a decrease in salaries and related payroll taxes of $12.0 million as a result of a 16% reduction in average headcount as well as decreases in commission expense of $9.3 million driven by lower segment fee revenue and lower integration/acquisition cost of $8.3 million in the nine months ended January 31, 2025 compared to the year-ago period. These decreases were offset by an increase in performance-related bonus expense of $6.1 million.

RPO compensation and benefits expense decreased by $13.8 million, or 6%, to $200.9 million in the nine months ended January 31, 2025 from $214.7 million in the year-ago period. The decrease in compensation and benefits expense was primarily due to a decrease in salaries and related payroll taxes of $23.5 million as a result of a 10% decrease in average headcount in the nine months ended January 31, 2025 compared to the year-ago period, partially offset by an increase in performance-related bonus expense of $9.9 million.

Corporate compensation and benefits expense increased by $1.8 million, or 3%, to $56.3 million in the nine months ended January 31, 2025 from $54.5 million in the year-ago period. The increase was primarily due to an increase of $1.8 million in restricted stock compensation expense in the nine months ended January 31, 2025 compared to the year-ago period.

General and Administrative Expenses

General and administrative expenses decreased by $4.4 million, or 2%, to $189.9 million in the nine months ended January 31, 2025 from $194.3 million in the year-ago period. The decrease in general and administrative expenses was primarily due to decreases in bad debt expense and legal and other professional fees of $4.3 million and $2.6 million, respectively, in the nine months ended January 31, 2025 compared to the year-ago period, partially offset by an increase in integration/acquisition costs of $2.3 million.

Consulting general and administrative expenses decreased by $2.6 million, or 6%, to $38.3 million in the nine months ended January 31, 2025 compared to $40.9 million in the year-ago period. The decrease in general and administrative expenses was primarily due to decreases in legal and other professional fees and bad debt expense of $0.8 million and $0.7 million, respectively, in the nine months ended January 31, 2025 compared to the year-ago period. Also contributing to the decrease was an impairment of right-to-use-assets of $0.5 million in the year-ago period.

Digital general and administrative expenses decreased by $1.0 million, or 3%, to $29.6 million in the nine months ended January 31, 2025 from $30.6 million in the year-ago period. The decrease in general and administrative expenses was primarily due to a decrease in impairment of fixed assets of $1.1 million in the nine months ended January 31, 2025 compared to the year-ago period.

Executive Search North America general and administrative expenses increased by $2.5 million, or 10%, to $26.8 million in the nine months ended January 31, 2025 compared to $24.3 million in the year-ago period. The increase in general and administrative expenses was primarily due to an increase in impairment of right-of-use assets of $2.0 million in the nine months ended January 31, 2025 compared to the year-ago period.

Executive Search EMEA general and administrative expenses increased by $0.4 million, or 3%, to $12.7 million in the nine months ended January 31, 2025 from $12.3 million in the year-ago period.

Executive Search Asia Pacific general and administrative expenses decreased by $1.3 million, or 19%, to $5.5 million in the nine months ended January 31, 2025 compared to $6.8 million in the year-ago period. The decrease in general and administrative expenses was primarily due to a decrease in bad debt expense of $1.3 million in the nine months ended January 31, 2025 compared to the year-ago period.

Executive Search Latin America general and administrative expenses decreased by $1.8 million, or 51%, to $1.7 million in the nine months ended January 31, 2025 compared to $3.5 million in the year-ago period. The decrease in general and administrative expenses was primarily due to the impact of foreign exchange with a foreign exchange gain of $1.0 million in the nine months ended January 31, 2025 compared to a foreign exchange loss of $0.7 million in the year-ago period.

Professional Search & Interim general and administrative expenses decreased by $4.8 million, or 25%, to $14.7 million in the nine months ended January 31, 2025 compared to $19.5 million in the year-ago period. The decrease in general and administrative expenses was primarily due to decreases in bad debt expense of $2.3 million and premise and office expense of $2.0 million in the nine months ended January 31, 2025 compared to the year-ago period.

RPO general and administrative expenses was $13.6 million in the nine months ended January 31, 2025, essentially flat compared to $13.7 million in the year-ago period.

Corporate general and administrative expenses increased by $4.2 million, or 10%, to $47.0 million in the nine months ended January 31, 2025 compared to $42.8 million in the year-ago period. The increase was primarily due to increases in integration/acquisition costs of $2.3 million and $1.3 million in marketing and business development expenses in the nine months ended January 31, 2025 compared to the year-ago period. Also contributing to the increase in general and administrative expenses was the impact of foreign exchange with a foreign exchange loss of $0.9 million in the nine months ended January 31, 2025 compared to a foreign exchange gain of $0.5 million in the year-ago period.

Cost of Services Expense

Cost of services expense consists of contractor and product costs related to delivery of various services and products through Consulting, Digital, Professional Search & Interim and RPO. Cost of services expense decreased by $21.3 million, or 9%, to $210.2 million in the nine months ended January 31, 2025 compared to $231.5 million in the year-ago period. Professional Search & Interim accounts for $22.4 million of the decrease due to a decline in fee revenue in the segment as the Company's interim services have a higher cost of service expense as compared to the Company's other segments. Cost of services expense, as a percentage of fee revenue, decreased to 10% in the nine months ended January 31, 2025 from 11% in the nine months ended January 31, 2024.

Depreciation and Amortization Expenses

Depreciation and amortization expenses were $59.8 million, an increase of $1.7 million, or 3%, in the nine months ended January 31, 2025 compared to $58.1 million in the year-ago period. The increase was primarily due to the technology investments made in the current and prior year in our Digital segment.

Restructuring Charges, Net

During the second quarter of fiscal 2024, we implemented a plan intended to eliminate excess capacity resulting from the challenging and uncertain macroeconomic business environment. As a result, the Company recorded restructuring charges, net of $68.6 million during the nine months ended January 2024. During the nine months ended January 31, 2025, we recorded an adjustment to the previously recorded restructuring accruals of $1.9 million.

Net Income Attributable to Korn Ferry

Net income attributable to Korn Ferry increased by $77.8 million, or 75%, to $181.8 million in the nine months ended January 31, 2025, as compared to $104.0 million in the year-ago period. The increase in net income attributable to Korn Ferry was primarily due to decreases in compensation and benefits expense, restructuring charges, net, and cost of services expense in the nine months ended January 31, 2025 compared to the year-ago period, partially offset by lower fee revenues and an increase in income tax provision. Net income attributable to Korn Ferry, as a percentage of fee revenue, was 9% and 5% in the nine months ended January 31, 2025 and 2024, respectively.

Adjusted EBITDA

Adjusted EBITDA was $342.7 million in the nine months ended January 31, 2025, an increase of $46.8 million, or 16%, as compared to $295.9 million in the year-ago period. The increase in Adjusted EBITDA was primarily driven by decreases in compensation and benefits expense (excluding integration/acquisition costs), cost of services expense and general and administrative expenses (excluding integration/acquisition costs and impairment of fixed assets and right-of-use assets) in the nine months ended January 31, 2025 compared to the year-ago period and an increase in other income, net. The increase in Adjusted EBITDA was partially offset by a decrease in fee revenue. Adjusted EBITDA, as a percentage of fee revenue, was 17% and 14% in the nine months ended January 31, 2025 and 2024, respectively.

Consulting Adjusted EBITDA was $86.4 million in the nine months ended January 31, 2025, an increase of $4.5 million, or 5%, as compared to $81.9 million in the year-ago period. This increase in Adjusted EBITDA was driven by a decrease in compensation and benefits expense and general and administrative expenses (excluding impairment of right-of-use assets), partially offset by a decrease in fee revenue in the nine months ended January 31, 2025 compared to the year-ago period. Consulting Adjusted EBITDA, as a percentage of fee revenue, was 18% and 16% in the nine months ended January 31, 2025 and 2024, respectively.

Digital Adjusted EBITDA was $84.2 million in the nine months ended January 31, 2025, an increase of $3.5 million, or 4%, as compared to $80.7 million in the year-ago period. This increase in Adjusted EBITDA was mainly driven by a decrease in compensation and benefits expense, partially offset by a decrease in fee revenue in the nine months ended January 31, 2025 compared to the year-ago period. Digital Adjusted EBITDA, as a percentage of fee revenue, was 31% and 29% in the nine months ended January 31, 2025 and 2024, respectively.

Executive Search North America Adjusted EBITDA increased by $21.6 million, or 25%, to $109.2 million in the nine months ended January 31, 2025 compared to $87.6 million in the year-ago period. The increase in Adjusted EBITDA was primarily driven by an increase in fee revenue and other income, net and a decrease in compensation and benefits expense in the nine months ended January 31, 2025 compared to the year-ago period. Executive Search North America Adjusted EBITDA, as a percentage of fee revenue, was 28% in the nine months ended January 31, 2025 as compared to 23% in the nine months ended January 31, 2024.

Executive Search EMEA Adjusted EBITDA increased by $3.5 million, or 18%, to $22.6 million in the nine months ended January 31, 2025 compared to $19.1 million in the year-ago period. The increase in Adjusted EBITDA was primarily driven by a decrease in compensation and benefits expense and an increase in fee revenue in the nine months ended January 31, 2025 compared to the year-ago period. Executive Search EMEA Adjusted EBITDA, as a percentage of fee revenue, was 16% in the nine months ended January 31, 2025 as compared to 14% in the nine months ended January 31, 2024.

Executive Search Asia Pacific Adjusted EBITDA decreased by $1.5 million, or 10%, to $13.2 million in the nine months ended January 31, 2025 compared to $14.7 million in the year-ago period. The decrease in Adjusted EBITDA was primarily driven by lower fee revenue in the segment. Executive Search Asia Pacific Adjusted EBITDA, as a percentage of fee revenue, was 21% in the nine months ended January 31, 2025 as compared to 23% in the nine months ended January 31, 2024.

Executive Search Latin America Adjusted EBITDA increased by $2.7 million, or 63%, to $7.0 million in the nine months ended January 31, 2025 compared to $4.3 million in the year-ago period. The increase in Adjusted EBITDA was primarily driven by a decrease in general and administrative expenses and compensation and benefits expense in the nine months ended January 31, 2025 compared to the year-ago period. Executive Search Latin America Adjusted EBITDA, as a percentage of fee revenue, was 32% in the nine months ended January 31, 2025 as compared to 19% in the nine months ended January 31, 2024.

Professional Search & Interim Adjusted EBITDA was $80.2 million in the nine months ended January 31, 2025, an increase of $6.5 million, or 9%, as compared to $73.7 million in the year-ago period. The increase in Adjusted EBITDA was mainly driven by decreases in cost of services expense, compensation and benefits expense (excluding integration/acquisition costs) and general and administrative expenses (excluding integration/acquisition costs). These decreases were partially offset by lower fee revenue in the segment. Professional Search & Interim Adjusted EBITDA, as a percentage of fee revenue, was 22% in the nine months ended January 31, 2025 compared to 18% in the year-ago period.

RPO Adjusted EBITDA was $38.1 million in the nine months ended January 31, 2025, an increase of $9.5 million, or 33%, as compared to $28.6 million in the year-ago period. The increase in Adjusted EBITDA was primarily driven by a decrease in compensation and benefits expense, partially offset by lower fee revenue in the segment. RPO Adjusted EBITDA, as a percentage of fee revenue, was 15% in the nine months ended January 31, 2025 compared to 11% in the year-ago period.

Other Income, Net

Other income, net was $29.3 million in the nine months ended January 31, 2025 compared to $23.6 million in the year-ago period. The difference was primarily due to larger gains from the increase in the fair value of our marketable securities that are held in trust for the settlement of the Company's obligation under the ECAP during the nine months ended January 31, 2025 compared to gains in the year-ago period.

Interest Expense, Net

Interest expense, net primarily relates to the Notes issued in December 2019, borrowings under COLI policies and interest cost related to our deferred compensation plans, which are partially offset by interest earned on cash and cash equivalent balances. Interest expense, net was $15.0 million in the nine months ended January 31, 2025 compared to $16.3 million in the year-ago period. Interest expense, net decreased due to an increase in interest income earned on cash and cash equivalent balances and investment income from our marketable securities as a result of higher average cash and cash equivalent and marketable securities balances in the nine months ended January 31, 2025 compared to the year-ago period, partially offset by an increase in interest expense on deferred compensation plans.

Income Tax Provision

The provision for income tax was $70.0 million in the nine months ended January 31, 2025, with an effective tax rate of 27.4%, compared to $29.8 million in the nine months ended January 31, 2024, with an effective rate of 21.8%. In addition to the impact of U.S. state income taxes and the jurisdictional mix of earnings, which generally create variability in our effective tax rate over time, the decrease in the effective tax rate for the nine months ended January 31, 2024 was due to a $9.7 million non-recurring tax benefit from actions taken in connection with the worldwide minimum tax that resulted in the release of a valuation allowance.

Net Income Attributable to Noncontrolling Interest

Net income attributable to noncontrolling interest represents the portion of a subsidiary’s net earnings that are attributable to shares of such subsidiary not held by Korn Ferry that are included in the condensed consolidated results of income. Net income attributable to noncontrolling interest for the nine months ended January 31, 2025 was $4.1 million, compared to $3.0 million in the nine months ended January 31, 2024.

Liquidity and Capital Resources

The Company and its Board of Directors endorse a balanced approach to capital allocation. The Company’s long-term priority is to invest in growth initiatives, such as the hiring of consultants, the continued development of IP and derivative products and services and the investment in synergistic, accretive merger and acquisition transactions that are expected to earn a return that is superior to the Company's cost of capital. Next, the Company’s capital allocation approach contemplates the return of a portion of excess capital to stockholders, in the form of a regular quarterly dividend, subject to the factors discussed below and in the “Risk Factors” section of the Form 10-K. Additionally, the Company considers share repurchases on an opportunistic basis and subject to the terms of our ~~Amended~~ Credit Agreement (defined below) and Notes, as well as using excess cash to repay the Notes.

On ~~November~~December 116, ~~2024~~2019, we completed a private placement of the ~~acquisition~~Notes with a $400.0 million principal amount pursuant to Rule 144A and Regulation S under the Securities Act of ~~Trilogy~~1933, as amended. The Notes were issued with a ~~provider~~$4.5 ofmillion ~~technology/digital~~discount ~~interim~~and ~~talent~~will ~~across~~mature ~~Europe~~December 15, 2027, with interest payable semi-annually in arrears on June 15 and December 15 of each year, that commenced on June 15, 2020. The Notes represent senior unsecured obligations that rank equally in right of payment to all existing and future senior unsecured indebtedness. We may redeem the ~~United~~Notes ~~States~~prior to maturity, ~~for~~subject ~~$44~~to certain limitations and premiums defined in the indenture governing the Notes.4 ~~million~~The Notes are guaranteed by each of our existing and future wholly owned domestic subsidiaries to the extent such subsidiaries guarantee our obligations under the Credit Agreement (defined below). The indenture governing the Notes requires that, ~~net~~upon the occurrence of ~~cash~~both ~~acquired~~a Change of Control and a Rating Decline (each as defined in the indenture), we shall make an offer to purchase all of the Notes at 101% of their principal amount, and accrued and unpaid interest. ~~Trilogy~~We ~~will~~used bethe ~~part~~proceeds from the offering of the Notes to repay $276.9 million outstanding under our ~~Interim~~prior ~~business~~revolving credit facility and to pay expenses and fees in connection therewith. As of July 31, 2025, the fair value of the Notes was $394.0 million, which is abased ~~part~~on borrowing rates currently required of ~~our~~notes ~~Professional~~with ~~Search~~similar &terms, ~~Interim~~maturity ~~segment~~and credit risk.

On ~~December~~July 161, ~~2019~~2025, we ~~completed~~entered into a ~~private~~Credit ~~placement~~Agreement of (the ~~Notes~~“Credit Agreement”) with aWells ~~$400.0~~Fargo ~~million~~Bank, ~~principal~~National ~~amount~~Association ~~pursuant~~as toadministrative ~~Rule~~agent ~~144A~~ and ~~Regulation~~other Slender ~~under~~parties ~~the~~thereto. ~~Securities~~The ~~Act~~Credit ofAgreement ~~1933,~~provides asfor ~~amended~~an $850.0 ~~The~~million ~~Notes~~five-year ~~were~~senior ~~issued~~secured ~~with~~revolving acredit ~~$4.5~~facility ~~million~~(the ~~discount~~“Facility”). ~~and~~The ~~will~~Credit ~~mature~~Agreement ~~December~~also ~~15,~~provides ~~2027~~that, ~~with~~under ~~interest~~certain ~~payable~~circumstances, ~~semi-annually~~we inmay ~~arrears~~incur onterm ~~June~~loans 15or ~~and~~increase ~~December~~the 15aggregate principal amount of ~~each~~revolving ~~year,~~commitments ~~that~~by ~~commenced~~an onaggregate ~~June~~amount ~~15,~~of ~~2020~~up to $600.0 ~~The~~million ~~Notes~~plus ~~represent~~an ~~senior~~unlimited ~~unsecured~~amount ~~obligations~~subject ~~that~~to ~~rank~~a ~~equally~~consolidated insecured ~~right~~net leverage ratio of ~~payment~~3.25 to ~~all~~1.00. ~~existing~~The ~~and~~Credit ~~future~~Agreement ~~senior~~replaced ~~unsecured~~a ~~indebtedness.~~previous Wecredit ~~may~~agreement ~~redeem~~dated ~~the~~as ~~Notes~~of ~~prior to maturity~~December 16, ~~subject~~2019 to(as ~~certain~~amended, ~~limitations~~amended and ~~premiums~~restated ~~defined~~or inotherwise ~~the~~modified, ~~indenture governing~~ the ~~Notes.~~“Prior ~~The~~Credit ~~Notes~~Agreement”) ~~are~~with ~~guaranteed~~Bank ~~by each~~ of ~~our~~America, ~~existing~~National ~~and~~Association ~~future~~as ~~wholly~~administrative ~~owned~~agent ~~domestic~~and ~~subsidiaries~~other tolenders ~~the~~party ~~extent~~thereto. ~~such~~We ~~subsidiaries~~repaid ~~guarantee~~all ~~our~~outstanding obligations under the Prior Credit Agreement, ~~(defined~~and ~~below).~~expenses ~~The~~and ~~indenture~~fees ~~governing~~in ~~the~~connection ~~Notes~~therewith. ~~requires~~See ~~that,~~Note ~~upon~~11 ~~the~~—Long-Term ~~occurrence~~Debt offor ~~both~~ a ~~Change~~further description of ~~Control~~the ~~and~~Credit aAgreement. ~~Rating~~The ~~Decline~~Company ~~(each~~had asa ~~defined~~total inof ~~the~~$845.6 ~~indenture),~~million weavailable ~~shall~~under ~~make~~the anFacility ~~offer~~and to$645.6 ~~purchase~~million ~~all~~available ofunder the ~~Notes~~Prior atCredit ~~101%~~Agreement as of ~~their principal amount~~July 31, 2025 and ~~accrued~~April 30, ~~and~~2025, ~~unpaid~~respectively, ~~interest~~after $4.4 Wemillion ~~used~~of ~~the~~standby ~~proceeds~~letters ~~from~~of ~~the~~credit ~~offering~~were issued as of ~~the~~both ~~Notes~~July 31, to2025 ~~repay~~and ~~$276~~April 30, 2025.9 ~~million~~The ~~outstanding~~Company ~~under~~had ~~our~~a ~~prior~~total ~~revolving~~of ~~credit~~$13.2 ~~facility~~million and to$13.1 ~~pay~~million ~~expenses~~of ~~and~~standby ~~fees~~letters inwith ~~connection~~other ~~therewith.~~financial Asinstitutions as of ~~January~~July 31, 2025, ~~the~~and ~~fair~~April 30, ~~value~~2025, ofrespectively. ~~the~~The ~~Notes~~standby ~~was~~letters ~~$390.0~~of ~~million,~~credit ~~which~~were isgenerally ~~based~~issued onas ~~borrowing~~a ~~rates~~result ~~currently required~~ of ~~notes~~entering ~~with~~into ~~similar~~office ~~terms,~~premise ~~maturity and credit risk~~leases.

On ~~June~~December 248, ~~2022~~2014, wethe ~~entered~~Board ~~into~~of anDirectors ~~amendment~~adopted ~~(the~~a ~~"Amendment")~~dividend policy to distribute to our ~~December~~stockholders ~~16,~~a ~~2019~~regular ~~Credit~~quarterly ~~Agreement~~cash (dividend of $0.10 per share. Every quarter since the ~~"Credit~~adoption ~~Agreement";~~of asthe ~~amended~~dividend bypolicy, the ~~Amendment~~Company has declared a quarterly dividend. On June 21, 2021 and 2022, the ~~“Amended~~Board ~~Credit~~of ~~Agreement”)~~Directors ~~with~~increased the ~~lenders~~quarterly ~~party~~dividend ~~thereto~~to $0.12 per share and ~~Bank~~$0.15 ofper ~~America~~share, ~~National~~respectively. ~~Association~~On asJune ~~administrative agent~~26, to2023, ~~among~~the ~~other~~Board ~~things~~of ~~(i)~~Directors ~~extend~~approved an increase of 20% in the ~~existing~~quarterly ~~maturity~~dividend, ~~date~~which ofincreased the ~~revolving~~quarterly ~~facility~~dividend to ~~June~~$0.18 24per share. On December 5, ~~2027~~2023, ~~(ii)~~the ~~replace~~Board of Directors approved an increase of 83% in the ~~London~~quarterly ~~interbank~~dividend, ~~offered~~which ~~rate~~increased ~~with~~the ~~Term~~quarterly ~~Secured~~dividend ~~Overnight~~to ~~Financing~~$0.33 ~~Rate~~per ~~("SOFR"),~~share. ~~and~~On ~~(iii)~~June ~~replace~~12, 2024, the ~~existing~~Board ~~financial~~of ~~covenants~~Directors ~~with~~approved ~~financial~~an ~~covenants~~increase ~~described~~in ~~below.~~the ~~The~~quarterly ~~Amended~~dividend ~~Credit~~to ~~Agreement~~$0.37 ~~provides~~per ~~for~~share. ~~five-year~~On ~~senior~~March ~~secured~~10, ~~credit~~2025, ~~facilities~~the ~~comprised~~Board of Directors approved a ~~$650.0~~further ~~million~~increase ~~revolving~~of ~~credit~~30% ~~facility~~in (the ~~“Revolver”)~~quarterly dividend, which increased the quarterly dividend to $0.48 ~~The~~per ~~Amended~~share. The Credit Agreement ~~also~~permits ~~provides~~us ~~that,~~to pay dividends to our stockholders and make share repurchases so long as there is no default under ~~certain~~the ~~circumstances~~Credit Agreement, ~~the~~our ~~Company~~total ~~may~~funded ~~incur~~debt ~~term~~to ~~loans~~adjusted orEBITDA ~~increase~~ratio (as set forth in the ~~aggregate~~Credit ~~principal~~Agreement, ~~amount~~the of“consolidated ~~revolving~~net ~~commitments~~leverage byratio”) anis ~~aggregate~~no ~~amount~~greater ofthan up5.00 to ~~$250~~1.00, ~~million~~and ~~plus~~we anare ~~unlimited~~in ~~amount~~pro ~~subject~~forma compliance with our financial covenants that require the Company to maintain a consolidated secured net leverage ratio of not greater than 3.2575 to 1.00. ~~See~~(which ~~Note~~may 11be ~~—Long-Term~~temporarily ~~Debt~~increased ~~for~~to a4.25 ~~further~~following ~~description~~certain ofmaterial ~~the~~acquisitions ~~Amended~~under ~~Credit~~certain ~~Agreement~~circumstances) (the "Financial Covenant"). ~~The~~Furthermore, ~~Company~~our ~~has~~Notes aallow ~~total~~us ofto pay $~~645~~25.50 million ~~available~~of ~~under~~dividends ~~the~~per ~~Revolver~~fiscal ~~after~~year ~~$4.5~~with ~~million~~no ofrestrictions ~~standby~~plus ~~letters~~an ofunlimited ~~credit~~amount ~~have~~of ~~been~~dividends ~~issued~~so long as ofour ~~January 31,~~consolidated ~~2025~~total ~~and~~leverage ~~April 30~~ratio is not greater than 3.50 to 1.00, ~~2024~~and there is no default under the indenture governing the Notes. The ~~Company~~declaration ~~had~~and apayment ~~total~~of future dividends under the quarterly dividend program will be at the discretion of ~~$12.5~~the ~~million~~Board of Directors and ~~$13.2~~will ~~million~~depend ofupon ~~standby~~many ~~letters~~factors, ~~with~~including ~~other~~our earnings, capital requirements, financial ~~institutions~~conditions, asthe terms of ~~January 31,~~our ~~2025~~indebtedness and ~~April 30,~~other ~~2024,~~factors ~~respectively.~~our ~~The~~Board ~~standby~~of ~~letters~~Directors may deem to be relevant. Our Board of ~~credit~~Directors ~~were~~may, ~~generally~~however, ~~issued~~amend, inrevoke ~~connection~~or ~~with~~suspend ~~the~~our ~~entry~~dividend ~~into~~policy ~~certain~~at ~~office~~any ~~premise~~time ~~leases~~and for any reason.

4032

On ~~December~~June 821, ~~2014~~2022, ~~the~~our Board of Directors ~~adopted~~approved aan ~~dividend~~increase ~~policy~~ to ~~distribute~~the ~~to our stockholders a regular quarterly cash dividend of $0.10 per~~ share. ~~Every~~repurchase ~~quarter~~program ~~since the adoption~~ of ~~the~~approximately ~~dividend policy, the Company has declared a quarterly dividend. On June 21, 2021 and 2022, the Board of Directors increased the quarterly dividend to~~ $0300.~~12 per share and $~~0~~.15~~ ~~per share~~million, ~~respectively.~~which Onat ~~June 26, 2023,~~ the ~~Board~~time ofbrought ~~Directors~~our ~~approved~~available ancapacity ~~increase~~to ofrepurchase ~~20%~~shares in the ~~quarterly~~open ~~dividend,~~market ~~which~~or ~~increased~~privately ~~the~~negotiated ~~quarterly~~transactions ~~dividend~~ to $0318.180 ~~per share~~million. OnThe ~~December~~Company 5,repurchased ~~2023,~~approximately ~~the~~$9.9 ~~Board~~million ofand ~~Directors~~$23.5 ~~approved~~million ~~an increase~~ of ~~83% in~~ the ~~quarterly~~Company’s ~~dividend,~~stock ~~which~~during ~~increased~~ the ~~quarterly~~three ~~dividend~~months toended ~~$0.33~~July 31, ~~per~~2025 ~~share.~~and ~~On June 12,~~ 2024, ~~the~~respectively. ~~Board~~As of ~~Directors approved an increase in the quarterly dividend to $0.37 per share. On March 10~~July 31, 2025, ~~the Board of Directors approved a further increase of 30% in the quarterly dividend, which increased the quarterly dividend to~~ $083.489 ~~per~~million ~~share.~~remained ~~The~~available ~~Amended~~for ~~Credit~~common ~~Agreement~~stock ~~permits us to pay dividends to our stockholders and make share~~ repurchases ~~so long as there is no default~~ under ~~the Amended Credit Agreement,~~ our ~~total~~share ~~funded~~repurchase ~~debt~~program. toAny ~~adjusted~~decision ~~EBITDA ratio (as set forth in the Amended Credit Agreement, the “consolidated net leverage ratio”) is no greater than 5.00~~ to ~~1.00,~~continue ~~and we are in pro forma compliance with our financial covenant. Furthermore, our Notes allow us~~ to ~~pay~~execute ~~$25.0 million of dividends per fiscal year with no restrictions plus an unlimited amount of dividends so long as~~ our ~~consolidated~~currently ~~total~~outstanding ~~leverage~~share ~~ratio~~repurchase ~~is not greater than 3.50 to 1.00, and there is no default under the indenture governing the Notes. The declaration and payment of future dividends under the quarterly dividend~~ program will ~~be at the discretion of the Board of Directors and will~~ depend ~~upon~~on ~~many factors, including~~ our earnings, capital requirements, financial ~~conditions,~~condition ~~the terms of our indebtedness~~ and other factors ~~our~~considered ~~Board of Directors may deem to be~~ relevant. ~~Our~~by our Board of Directors ~~may, however, amend, revoke or suspend our dividend policy at any time and for any reason~~.

OnOur ~~June~~primary ~~21,~~source ~~2022~~of liquidity is the fee revenue generated from our operations, supplemented by our ~~Board~~borrowing ofcapacity ~~Directors~~under ~~approved~~our anCredit ~~increase~~Agreement. Our performance is subject to the ~~share~~general ~~repurchase~~level ~~program~~ of ~~approximately~~economic ~~$300~~activity in the geographic regions and the industries we service.0 ~~million~~We believe, ~~which~~based aton ~~the~~current ~~time~~economic ~~brought~~conditions, that our ~~available~~cash ~~capacity~~on tohand ~~repurchase~~and ~~shares~~funds infrom ~~the~~operations ~~open~~and ~~market~~the orCredit ~~privately~~Agreement ~~negotiated~~will ~~transactions~~be sufficient to ~~$318.0~~meet ~~million.~~anticipated ~~The~~working ~~Company~~capital, ~~repurchased~~capital ~~approximately~~expenditures, ~~$74.0~~general ~~million~~corporate requirements, debt repayments, share repurchases and ~~$29.6~~dividend ~~million~~payments ofunder ~~the~~our ~~Company’s~~dividend ~~stock~~policy during the ~~nine~~next 12 months ~~ended~~and ~~January 31~~thereafter for the foreseeable future. However, ~~2025~~if the national or global economy, credit market conditions and/or ~~2024~~labor markets were to deteriorate in the future, ~~respectively.~~including Asas a result of ~~January 31,~~ongoing ~~2025~~macroeconomic uncertainty due to inflation and a potential recession, ~~$108.8~~such ~~million~~changes ~~remained~~have ~~available~~and could put further negative pressure on demand for ~~common~~our ~~stock~~services ~~repurchases~~and ~~under~~affect our ~~share~~operating ~~repurchase~~cash ~~program~~flows. ~~Any~~If ~~decision~~these toconditions ~~continue~~were to ~~execute~~persist ~~our~~over ~~currently~~an ~~outstanding~~extended ~~share~~period ~~repurchase~~of ~~program~~time, ~~will~~we ~~depend~~may onincur ~~our~~negative ~~earnings,~~cash ~~capital~~flows ~~requirements,~~and ~~financial~~it ~~condition~~might ~~and~~require ~~other~~us ~~factors~~to ~~considered~~access ~~relevant~~additional byborrowings under the Credit Agreement to meet our ~~Board~~capital ofneeds ~~Directors~~and/or discontinue our share repurchases and dividend policy.

~~Our~~Cash ~~primary~~and ~~source~~cash ofequivalents ~~liquidity~~and ismarketable ~~the~~securities ~~fee~~were ~~revenue~~$963.3 ~~generated~~million ~~from~~and ~~our operations~~$1,277.0 ~~supplemented~~million byas ~~our~~of ~~borrowing~~July 31, ~~capacity~~2025 ~~under~~and ~~our~~April 30, ~~Amended~~2025, ~~Credit Agreement~~respectively. ~~Our~~Net ~~performance is subject to the general level~~ of ~~economic~~amounts ~~activity~~held in ~~the~~trust ~~geographic~~for ~~regions~~deferred ~~and~~compensation ~~the~~plans ~~industries~~and weaccrued ~~service. We believe~~bonuses, ~~based on current economic conditions, that our~~ cash ~~on hand~~ and ~~funds~~cash ~~from~~equivalents ~~operations~~ and ~~the~~marketable ~~Amended~~securities ~~Credit~~were ~~Agreement~~$617.7 ~~will~~million beand ~~sufficient~~$667.3 tomillion ~~meet~~at ~~anticipated~~July 31, ~~working~~2025 ~~capital~~and April 30, ~~capital expenditures~~2025, ~~general~~respectively. ~~corporate~~As ~~requirements,~~of ~~debt repayments~~July 31, ~~share~~2025 ~~repurchases~~ and ~~dividend~~April 30, ~~payments~~2025, ~~under~~we ~~our~~held ~~dividend~~$390.9 ~~policy~~million ~~during~~and ~~the~~$405.2 ~~next~~million, 12respectively, ~~months~~of cash and ~~thereafter~~cash ~~for~~equivalents ~~the~~in ~~foreseeable~~foreign ~~future. However~~locations, ifnet ~~the~~of ~~national~~amounts orheld ~~global~~in ~~economy,~~trust ~~credit~~for ~~market~~deferred ~~conditions~~compensation plans and~~/or~~ ~~labor markets were~~ to ~~deteriorate~~pay inaccrued ~~the~~bonuses. ~~future,~~Cash ~~including~~and ascash aequivalents ~~result~~consist of ~~ongoing~~cash ~~macroeconomic~~and ~~uncertainty~~highly ~~due~~liquid toinvestments ~~inflation~~purchased ~~and~~with aoriginal ~~potential~~maturities ~~recession,~~of ~~such~~three ~~changes~~months ~~have~~or ~~and~~less. ~~could~~Marketable ~~put~~securities ~~further~~consist ~~negative~~of ~~pressure~~mutual onfunds ~~demand~~and ~~for~~investments ~~our~~in ~~services~~commercial ~~and~~paper, ~~affect~~corporate ~~our~~notes/bonds ~~operating~~and ~~cash flows~~U.S. IfTreasury ~~these~~and ~~conditions~~Agency ~~were~~securities. toThe ~~persist~~primary ~~over~~objectives ~~an extended period~~ of ~~time,~~our weinvestment ~~may~~in ~~incur~~mutual ~~negative~~funds ~~cash~~are ~~flows~~to ~~and~~meet itthe ~~might~~obligations ~~require~~under uscertain toof ~~access~~our ~~additional~~deferred ~~borrowings~~compensation ~~under~~plans, while the ~~Amended~~commercial ~~Credit~~paper, ~~Agreement~~corporate tonotes/bonds ~~meet~~and ~~our~~U.S. ~~capital~~Treasury ~~needs~~ and~~/or~~ ~~discontinue~~Agency ~~our~~securities ~~share~~are ~~repurchases~~available ~~and~~for ~~dividend~~general ~~policy.~~corporate purposes.

~~Cash~~As ~~and~~of ~~cash~~July 31, ~~equivalents~~2025 and April 30, 2025, marketable securities ~~were~~of $~~1,061~~278.04 million and $~~1,195~~270.40 million ~~as of January 31~~, ~~2025 and April 30~~respectively, ~~2024,~~included ~~respectively.~~equity ~~Net~~securities of ~~amounts~~$238.0 ~~held~~million in(net ~~trust~~of ~~for~~gross ~~deferred~~unrealized ~~compensation~~gains ~~plans~~of ~~and~~$38.0 ~~accrued~~million ~~bonuses, cash~~ and ~~marketable~~gross ~~securities~~unrealized ~~were~~losses of $~~544~~0.27 million) and $~~606~~230.4 million at(net ~~January 31,~~of ~~2025~~gross ~~and~~unrealized ~~April 30,~~gains ~~2024,~~of ~~respectively~~$27.7 Asmillion ~~of January 31, 2025~~ and ~~April 30,~~gross ~~2024,~~unrealized welosses ~~held~~of $~~368.~~0 ~~million and $393~~.86 million), respectively, ~~of cash~~ and ~~cash~~were ~~equivalents~~held in ~~foreign~~trust ~~locations,~~for ~~net~~settlement of ~~amounts~~our ~~held~~obligations inunder ~~trust~~certain ~~for~~ deferred compensation plans, ~~and~~of towhich ~~pay accrued bonuses~~$224.8 ~~Cash~~million and ~~cash~~$218.0 ~~equivalents~~million, ~~consist~~respectively, ofwere ~~cash~~classified ~~and~~as ~~highly liquid investments purchased with original maturities of three months or less~~non-current. ~~Marketable~~These marketable securities ~~consist~~were ofheld ~~mutual~~to ~~funds~~satisfy ~~and~~vested ~~investments~~obligations intotaling ~~commercial paper, corporate notes/bonds and U~~$223.S.8 ~~Treasury~~million and ~~Agency securities~~$205.3 ~~The~~million ~~primary~~as ~~objectives~~ of ~~our~~July 31, ~~investment~~2025 inand ~~mutual~~April 30, ~~funds~~2025, ~~are~~respectively. toUnvested ~~meet the~~ obligations under ~~certain~~the ~~of our~~ deferred compensation plans, ~~while~~totaled ~~the~~$14.2 ~~commercial~~million ~~paper, corporate notes/bonds~~ and U$19.S.5 ~~Treasury~~million ~~and~~as ~~Agency~~of ~~securities~~July 31, ~~are~~2025 ~~available~~and ~~for~~April 30, ~~general~~2025, ~~corporate purposes~~respectively.

AsOur working capital (current assets less current liabilities) was $816.5 million as of ~~January~~July 31, 2025 and $794.5 million as of April 30, ~~2024,~~2025. ~~marketable~~The ~~securities~~net increase in our working capital of $~~281~~22.7 0 million ~~and~~as ~~$254.4~~of ~~million~~July 31, ~~respectively~~2025 compared to April 30, ~~included~~2025 ~~equity~~was ~~securities~~primarily ofattributable ~~$241.5~~to ~~million~~decreases ~~(net~~in ofcompensation ~~gross~~and ~~unrealized~~benefits ~~gains~~payable ofand ~~$41.7~~other ~~million~~accrued liabilities, as well as increases in accounts receivable, prepaid expenses and ~~gross~~other ~~unrealized~~assets, ~~losses~~and ofincome $0taxes and other receivables.9 ~~million)~~These changes were partially offset by a decrease in cash and ~~$219~~cash equivalents.~~9 million~~ ~~(net~~The ofdecrease ~~gross~~in ~~unrealized~~compensation ~~gains~~and benefits payable and cash and cash equivalents was primarily due to payments of ~~$27.0~~annual ~~million~~bonuses earned in fiscal 2025 and ~~gross~~paid ~~unrealized~~during ~~losses~~the first quarter of $1fiscal 2026.2 ~~million),~~Other ~~respectively,~~accrued ~~and~~liabilities ~~were~~decreased ~~held~~primarily due to a decrease in ~~trust~~deferred ~~for~~revenue. ~~settlement~~The ofincrease ~~our~~in ~~obligations~~accounts ~~under~~receivable ~~certain~~was ~~deferred~~due ~~compensation~~to ~~plans,~~an increase in days of sales outstanding, which ~~$226.9~~went ~~million~~from ~~and~~58 ~~$202.5 million,~~days ~~respectively,~~to ~~are~~64 ~~classified~~days as(which ~~non-current~~is consistent with historical experience). ~~These~~Prepaid ~~marketable~~expenses ~~securities~~and ~~were~~other ~~held~~assets increased due to ~~satisfy~~the ~~vested~~annual ~~obligations~~renewal ~~totaling~~of ~~$220.3~~our ~~million~~computer software licenses and ~~$198.6~~insurance, ~~million~~which astypically takes place in first quarter of ~~January 31,~~the ~~2025~~fiscal year while the increase in income taxes and ~~April 30,~~other ~~2024,~~receivables ~~respectively.~~was ~~Unvested~~due ~~obligations~~to ~~under~~large tax payments made in the ~~deferred~~first ~~compensation~~quarter ~~plans~~of ~~totaled~~fiscal ~~$19~~2026.9 ~~million~~Cash ~~and~~used in operating activities was $22237.4 million asin ofthe ~~January~~three months ended July 31, 2025 ~~and~~compared ~~April 30,~~to ~~2024,~~$227.2 ~~respectively~~million in the year-ago quarter.

~~Our~~Cash ~~working~~used ~~capital~~in ~~(current~~investing ~~assets~~activities ~~less current liabilities)~~ was $~~739~~32.6 2 million asin ofthe ~~both~~three ~~January~~months ended July 31, 2025 ~~and~~compared ~~April 30,~~to ~~2024~~$26.7 ~~Cash~~million ~~provided~~in bythe ~~operating~~year-ago quarter. The increase from cash used in investing activities was ~~$108.5 million~~primarily due to an increase in the ~~nine~~purchase ~~months~~of ~~ended~~property ~~January 31,~~and ~~2025~~equipment ~~compared~~of to $2212.1 million, inpartially offset by proceeds received from sales/maturities of marketable securities net of purchases during the ~~nine~~three months ended ~~January~~July 31, ~~2024~~2025 compared purchases of marketable securities net of sales/maturities in the year-ago quarter.

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Cash used in ~~investing~~financing activities was $~~112~~51.7 6 million in the ~~nine~~three months ended ~~January~~July 31, 2025 compared to $4456.51 million in the ~~year-ago~~three ~~period~~months ended July 31, 2024. The ~~increase~~decrease in cash used in ~~investing~~financing activities was primarily due to ~~$44.4~~lower ~~million~~repurchases ~~in cash paid for the acquisition~~ of ~~Trilogy during~~ the ~~nine~~Company’s ~~months~~common ~~ended~~stock ~~January~~of ~~31, 2025~~$13.2 ~~Further~~million, ~~contributing~~partially tooffset ~~this~~by ~~increase~~higher ~~was~~dividends apaid ~~decrease~~to instockholders ~~proceeds received from life insurance policies~~ of $156.74 million ~~during~~in the ~~nine~~three months ended ~~January~~ July 31, 2025 compared to the year-ago ~~period~~quarter.

Cash used in financing activities was $146.4 million in the nine months ended January 31, 2025 compared to $75.3 million in the nine months ended January 31, 2024. The increase in cash used in financing activities was primarily due to higher repurchases of the Company’s common stock of $43.8 million, as well as $21.7 million more in dividends paid to shareholders and an increase of $6.4 million in payments of tax withholdings on restricted stock during the nine months ended January 31, 2025 compared to the year-ago period.

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

We purchased COLI policies or contracts insuring the lives of certain employees eligible to participate in the deferred compensation and pension plans as a means of funding benefits under such plans. As of ~~January~~July 31, 2025 and April 30, ~~2024~~2025, we held contracts with gross cash surrender value of $~~330~~341.54 million and $~~295~~325.95 million, respectively. Total outstanding borrowings against the CSV of COLI contracts was $7672.48 million ~~and $77.0 million~~ as of ~~January~~both July 31, 2025 and April 30, ~~2024, respectively~~2025. Such borrowings do not require annual principal repayments, bear interest primarily at variable rates and are secured by the CSV of COLI contracts. At ~~January~~July 31, 2025 and April 30, ~~2024~~2025, the net cash ~~surrender~~ value of these policies was $~~254~~268.06 million and $~~219~~252.06 million, respectively.

Other than the factors discussed in this section, we are not aware of any other trends, demands or commitments that would materially affect liquidity or those that relate to our resources as of ~~January~~July 31, 2025.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements and have not entered into any transactions involving unconsolidated, special purpose entities. We had no material changes in contractual obligations as of ~~January~~ July 31, 2025, as compared to those disclosed in our table of contractual obligations included in our ~~Annual~~Form ~~Report~~10-K.

Critical Accounting Policies

Preparation of this Quarterly Report on Form 10-Q requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates and assumptions and changes in the estimates are reported in current operations as new information is learned or upon the amounts becoming fixed or determinable. In preparing our interim condensed consolidated financial statements and accounting for the underlying transactions and balances, we apply our accounting policies as disclosed in the notes to our condensed consolidated financial statements and in the Form 10-K. There have been no material changes in our critical accounting policies since the end of fiscal ~~2024~~2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a result of our global operating activities, we are exposed to certain market risks, including foreign currency exchange fluctuations and fluctuations in interest rates. We manage our exposure to these risks in the normal course of our business as described below.

Foreign Currency Risk

Substantially all our foreign subsidiaries’ operations are measured in their local currencies. Assets and liabilities are translated into U.S. dollars at the rates of exchange in effect at the end of each reporting period and revenue and expenses are translated at daily rates of exchange during the reporting period. Resulting translation adjustments are reported as a component of accumulated other comprehensive loss, net on our condensed consolidated balance sheets.

Transactions denominated in a currency other than the reporting entity’s functional currency may give rise to foreign currency gains or losses that impact our results of operations. Historically, we have not realized significant foreign currency gains or losses on such transactions. During the ~~nine~~three months ended ~~January~~July 31, 2025 and 2024, we recorded foreign currency losses of $10.9 million and $20.28 million, respectively, in general and administrative expenses in the condensed consolidated statements of income.

Our exposure to foreign currency exchange rates is primarily driven by fluctuations involving most major global currencies. Based on the ten largest exposure balances as of ~~January~~ July 31, 2025 by notional value (including the U.S. Dollar, Canadian Dollar, Pound Sterling, Euro, Singapore Dollar), a 10% increase or decrease in the value of these currencies could result in a foreign exchange gain or loss of $1516.95 million. We have a program that primarily utilizes foreign currency forward contracts to offset the risks associated with the effects of certain foreign currency exposures. These foreign currency forward contracts are neither used for trading purposes nor are they designated as hedging instruments pursuant to Accounting Standards Codification 815, Derivatives and Hedging.

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Interest Rate Risk

Our exposure to interest rate risk is limited to our ~~Credit Facilities~~Facility, borrowings against the CSV of COLI contracts and to a lesser extent our fixed income debt securities. As of ~~January~~July 31, 2025, there were no amounts outstanding under the ~~Credit Facilities~~Facility. At our option, loans issued under the ~~Amended~~ Credit Agreement bear interest at either Term Secured Overnight Financing Rate ("SOFR") or an alternate base rate, in each case plus the applicable interest rate margin. The interest rate applicable to loans outstanding under the ~~Amended~~ Credit Agreement may fluctuate between Term SOFR ~~plus a SOFR adjustment of 0.10%~~, plus 1.125% per annum to 2.00% per annum, in the case of Term SOFR borrowings (or between the alternate base rate plus 0.125% per annum and the alternate base rate plus 1.00% per annum, in the alternative), based upon our total funded debt to adjusted EBITDA ratio (as set forth in the ~~Amended~~ Credit Agreement, the “consolidated net leverage ratio”) at such time. In addition, we are required to pay the lenders a quarterly commitment fee ranging from 0.175% to 0.300% per annum on the average daily unused amount of the ~~Revolver~~Facility, based upon our consolidated net leverage ratio at such time, and fees relating to the issuance of letters of credit.

We had $7672.48 million ~~and $77.0 million~~ of borrowings against the CSV of COLI contracts as of ~~January~~both July 31, 2025 and April 30, ~~2024~~2025, ~~respectively,~~ bearing interest primarily at variable rates. We have sought to minimize the risk of fluctuations in these variable rates by the fact that we receive a corresponding adjustment to our borrowed funds crediting rate, which has the effect of increasing the CSV on our COLI contracts.

Item 4. Controls and Procedures

a)Evaluation of Disclosure Controls and Procedures.

As of the end of the period covered by this Quarterly Report on Form 10-Q, management, our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures and internal controls over financial reporting. Based on their evaluation of our disclosure controls and procedures conducted as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (the “Exchange Act”)) were effective as of ~~January~~July 31, 2025.

b)Changes in Internal Control over Financial Reporting.

There were no changes in our internal control over financial reporting during the three months ended ~~January~~July 31, 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are involved in litigation both as a plaintiff and a defendant, relating to claims arising out of our operations. As of the date of this report, we are not engaged in any legal proceedings that are expected, individually or in the aggregate, to have a material adverse effect on our business, financial condition or results of operations.

Item 1A. Risk Factors

In our Form 10-K, we described the material factors, events, and uncertainties that make an investment in our securities risky. Those risk factors should be considered carefully, together with all other information in that Form 10-K and our subsequent filings with the SEC. It does not address all of the risks that we face, and additional risks not presently known to us or that we currently deem immaterial may also arise and impair our business operations. As of the date of this report, there have been no material changes to the risk factors described in our Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table summarizes common stock repurchased by us during the quarter ended ~~January~~July 31, 2025:

	Total Number of SharesPurchased (1)	AveragePrice PaidPer Share		Total Number of Shares Purchasedas Part of Publicly-AnnouncedPrograms	Approximate DollarValue of SharesThat May Yet bePurchased Underthe Programs (2)
November 1, 2024 — November 30, 2024	150,000	$	76.99	150,000	$115.1 million
May 1, 2025— May 31, 2025	94,000	$	66.52	94,000	$87.5 million
December 1, 2024 — December 31, 2024	57,438	$	72.98	57,000	$111.0 million
June 1, 2025— June 30, 2025	38,240	$	68.99	36,770	$85.0 million
January 1, 2025 — January 31, 2025	30,582	$	72.95	30,000	$108.8 million
July 1, 2025— July 31, 2025	267,577	$	73.65	15,000	$83.9 million
Total	~~238~~399,~~020~~817	$	7571.5152	~~237~~145,~~000~~770

_________________________

(1)Represents withholding of 1254,~~020~~047 shares to cover taxes on vested restricted shares, in addition to shares purchased as part of a publicly announced program.

(2)On June 21, 2022, our Board of Directors approved an increase to the share repurchase program of $300 million. The shares can be repurchased in open market transactions or privately negotiated transactions at the Company’s discretion. The share repurchase program has no expiration date. We repurchased approximately $179.9 million of the Company’s common stock under the program during the ~~third~~first quarter of fiscal ~~2025~~2026.

The ~~Amended~~ Credit Agreement permits us to pay dividends to our stockholders and make share repurchases so long as there is no default under ~~our~~the ~~Amended~~ Credit Agreement, the Company's total funded debt to adjusted EBITDA ratio (as set forth in the ~~Amended~~ Credit Agreement, the "consolidated net leverage ratio") is no greater than 5.00 to 1.00, and we are in pro forma compliance with ~~our~~the ~~financial~~Financial ~~covenant~~Covenant. Furthermore, our Notes allow the Company to pay $25.0 million of dividends per fiscal year with no restrictions plus an unlimited amount of dividends so long as the Company’s consolidated total leverage ratio is not greater than 3.50 to 1.00 and the Company is not in default under the indenture governing the Notes.

Item 5. Other Information

(a) None

(b) Not applicable

Our directors and Section 16 officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended ~~January~~July 31, 2025, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

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Item 6. Exhibits

ExhibitNumber						Description
3.1*						Restated Certificate of Incorporation of the Company, dated January 7, 2019, filed as Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q, filed March 11, 2019.
3.2*						Eighth Amended and Restated Bylaws, effective May 26, 2023, filed as Exhibit 3.1 to the Company’s Report on Form 8-K, filed May 30, 2023.
10.1*+						Summary of Non-Employee Director Compensation Program Effective May 1, 2025, filed as Exhibit 10.52 to the Company's Annual Report on Form 10-K, filed June 27, 2025.
10.2*						Credit Agreement, dated July 1, 2025, by and among the Company, Wells Fargo Bank, National Association as administrative agent, and other lender parties thereto, filed as Exhibit 10.1 to the Company's Form 8-K, filed July 2, 2025.
31.1						Chief Executive Officer Certification pursuant to Rule 13a-14(a) under the Exchange Act.
31.2						Chief Financial Officer Certification pursuant to Rule 13a-14(a) under the Exchange Act.
32.1						Chief Executive Officer and Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350.
101.INS						Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						Inline XBRL Taxonomy Extension Schema Document.
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104						The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~January~~July 31, 2025, has been formatted in Inline XBRL and included as Exhibit 101.

_________________________

* Incorporated herein by reference.

45+ Management contract, compensatory plan or arrangement.

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 thereunto duly authorized.

	Korn Ferry
Date: March 11, 2025
Date: September 9, 2025
	By:	/s/ Robert P. Rozek
		Robert P. Rozek
		Executive Vice President, Chief Financial Officer and Chief Corporate Officer(Duly Authorized Officer, Principal Financial Officer and Principal Accounting Officer)

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