10-K – 2026-06-26 – kfy-20260430.htm

_______________________________
(1) The interest cost and the other components of net periodic benefit costs are included in interest expense, net and other income, net, respectively, on the consolidated statements of income.
F-27

KORN FERRY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2026 (continued)

The weighted-average assumptions used in calculating the medical and life insurance plan were as follows:

Year Ended April 30,
2026 2025 2024
Discount rate, beginning of year 5.15   % 5.62   % 4.85   %
Discount rate, end of year 5.13   % 5.15   % 5.62   %
Healthcare care cost trend rate 6.50   % 6.75   % 6.50   %

Benefit payments, which reflect expected future service, as appropriate, are expected to be paid over the next ten years as follows:

Year Ending April 30, Medical and Life Insurance
(in thousands)
2027
$ 489  
2028
454  
2029
429  
2030
405  
2031
381  
2032-2036
1,547  

International Retirement Plans
The Company also maintains various retirement plans and other miscellaneous deferred compensation arrangements in 25 foreign jurisdictions. The aggregate of the long-term benefit obligation accrued at April 30, 2026 and 2025 is $ 11.6 million for 3,823 participants and $ 13.3 million for 3,879 participants, respectively. The Company’s contribution to these plans was $ 16.9 million and $ 16.7 million in fiscal 2026 and 2025, respectively.
Executive Capital Accumulation Plan
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 consolidated balance sheets.
The Company issued ECAP awards during fiscal 2026, 2025 and 2024 of $ 5.3 million, $ 4.2 million and $ 7.1 million, respectively.
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 fiscal 2026, 2025 and 2024, the deferred compensation liability increased; therefore, the Company recognized a compensation expense of $ 31.1 million, $ 16.6  million and $ 29.5  million, respectively. Offsetting the increase in compensation and benefits expense in fiscal 2026, 2025 and 2024 was an increase in the fair value of marketable securities (held in trust to satisfy obligations of the ECAP liabilities) of $ 31.9 million, $ 17.1 million and $ 29.8  million in fiscal 2026, 2025 and 2024, respectively, recorded in other income, net on the consolidated statements of income.
F-28

KORN FERRY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2026 (continued)

Changes in ECAP liability were as follows:

Year Ended April 30,
2026 2025

(in thousands)
Balance, beginning of year $ 210,606   $ 204,537  
Employee contributions 7,724   9,212  
Amortization of employer contributions 5,739   6,031  
Gain on investment
31,087   16,585  
Employee distributions ( 28,080 ) ( 25,513 )
Exchange rate fluctuations 95   ( 246 )
Balance, end of year 227,171   210,606  
Less: current portion ( 12,928 ) ( 11,733 )
Non-current portion $ 214,243   $ 198,873  

As of April 30, 2026 and 2025, the unamortized portion of the Company contributions to the ECAP was $ 13.8 million and $ 14.2 million, respectively.
Defined Contribution Plan
The Company has a defined contribution plan (“401(k) plan”) for eligible employees. Participants may contribute up to 50 % of their base compensation as defined in the plan agreement. In addition, the Company has the option to make matching contributions. The Company matches 10 % of the employee contributions each pay period up to the IRS limit (excluding catch-up contributions) and then makes an additional discretionary match after the fiscal year. The Company made $ 3.4 million in matching contributions during fiscal 2026. In addition, the Company intends to make an additional matching contribution relating to fiscal 2026 of $ 2.9 million in fiscal 2027, which are accrued in compensation and benefits payable on the consolidated balance sheet. The Company made $ 3.4 million in matching contributions during fiscal 2025 and an additional $ 2.7 million in matching contributions in fiscal 2026 related to contributions made by employees in fiscal 2025. The Company made $ 3.5 million in matching contributions during fiscal 2024 and an additional $ 2.4 million in matching contributions in fiscal 2025 related to contributions made by employees in fiscal 2024.
Company Owned Life Insurance
The Company purchased 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 CSV of these contracts of $ 361.2 million and $ 325.5 million as of April 30, 2026 and 2025, respectively, is offset by outstanding policy loans of $ 72.2 million and $ 72.8 million in the accompanying consolidated balance sheets as of April 30, 2026 and 2025, respectively. Total death benefits payable, net of loans under COLI contracts, were $ 604.6 million and $ 592.8 million at April 30, 2026 and 2025, respectively. Management intends to use the future death benefits from these insurance contracts to fund the deferred compensation and pension arrangements; however, there may not be a direct correlation between the timing of the future cash receipts and disbursements under these arrangements. The CSV of the underlying COLI investments increased by $ 11.6 million, $ 11.6 million and $ 8.8 million during fiscal 2026, 2025 and 2024, respectively, and was recorded as a decrease in compensation and benefits expense in the accompanying consolidated statements of income. Certain of the policies are held in trusts to provide additional benefit security for the deferred compensation and pension plans. As of April 30, 2026, COLI contracts with a net CSV of $ 251.5 million and death benefits, net of loans, of $ 543.1 million were held in trust for these purposes.

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 the Company has already received consideration. Deferred revenue is presented in other accrued liabilities on the consolidated balance sheets.
F-29

KORN FERRY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2026 (continued)

The following table outlines the Company’s contract asset and liability balances as of April 30, 2026 and 2025 :

April 30,
2026 2025

(in thousands)
Contract assets-unbilled receivables $ 106,286   $ 113,743  
Contract liabilities-deferred revenue $ 247,519   $ 245,379  

During fiscal 2026, 2025, and 2024 the Company recognized revenue of $ 188.3 million, $ 184.9 million and $ 195.2 million, respectively, that were included in the contract liabilities balance at the beginning of the period.
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 April 30, 2026, 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 $ 1,287.7 million. Of the $ 1,287.7 million of remaining performance obligations, the Company expects to recognize approximately $ 610.7 million in fiscal 2027, $ 394.0 million in fiscal 2028, $ 149.5 million in fiscal 2029 and the remaining $ 133.5 million in fiscal 2030 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, the Company's contract terms and conditions allow 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 solution area and further by region for Executive Search. This information is presented in Note 12—Segments.
The following table provides further disaggregation of fee revenue by industry:

Year Ended April 30,
2026 2025 2024
Dollars % Dollars % Dollars %

(dollars in thousands)
Industrial $ 910,507   31.3   % $ 814,619   29.9   % $ 813,919   29.5   %
Financial Services 547,351   18.8   516,742   18.9   491,761   17.8  
Life Sciences/Healthcare 485,878   16.7   475,779   17.4   485,321   17.6  
Technology
432,549   14.9   396,027   14.5   404,569   14.6  
Consumer Goods
348,360   12.0   349,196   12.8   382,175   13.8  
Education/Non–Profit/General 182,824   6.3   177,725   6.5   184,926   6.7  
Fee Revenue $ 2,907,469   100.0   % $ 2,730,088   100.0   % $ 2,762,671   100.0   %

F-30

KORN FERRY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2026 (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 May 1, 2023
$ 44,377  
Provision for credit losses 20,715  
Write-offs ( 20,856 )
Recoveries of amounts previously written off 454  
Foreign currency translation ( 498 )
Balance at April 30, 2024
44,192  
Provision for credit losses 20,676  
Write-offs ( 25,082 )
Recoveries of amounts previously written off 846  
Foreign currency translation ( 171 )
Balance at April 30, 2025
40,461  
Provision for credit losses 16,262  
Write-offs ( 15,366 )
Recoveries of amounts previously written off 457  
Foreign currency translation 713  
Balance at April 30, 2026
$ 42,527  

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 April 30, 2026 and 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 Cash
Equivalents Marketable Securities, Current Marketable Securities, Non-Current

(in thousands)
Balance at April 30, 2025

Commercial paper $ 3,841   $ 1   $ —   $ —   $ 500   $ 3,341   $ —  
Corporate notes/bonds $ 7,803   $ 10   $ —   $ —   $ —   $ 4,630   $ 3,173  
Balance at April 30, 2026
             
Commercial paper $ 1,506   $ 2   $ —   $ —   $ —   $ 1,506   $ —  
Corporate notes/bonds $ 23,927   $ 58   $ 498   $ 1   $ —   $ 8,346   $ 16,079  

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 creditworthiness 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.
F-31

KORN FERRY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2026 (continued)

9. Income Taxes
Income from continuing operations before provision for income taxes was as follows:

Year Ended April 30,

2026 2025 2024
(in thousands)
Domestic $ 197,461   $ 157,356   $ 70,716  
Foreign 190,989   187,556   151,926  
Income before provision for income taxes $ 388,450   $ 344,912   $ 222,642  

The provision for domestic and foreign income taxes was as follows:

Year Ended April 30,
2026 2025 2024

(in thousands)
Current income taxes:
Federal $ 15,709   $ 33,433   $ 31,466  
State 10,402   13,916   10,071  
Foreign 49,698   52,891   40,853  
Current provision for income taxes 75,809   100,240   82,390  
Deferred income taxes:      
Federal 24,832   ( 5,380 ) ( 15,693 )
State 3,964   ( 1,853 ) ( 2,904 )
Foreign 3,025   829   ( 13,712 )
Deferred benefit for income taxes 31,821   ( 6,404 ) ( 32,309 )
Total provision for income taxes $ 107,630   $ 93,836   $ 50,081  

The reconciliation of the statutory federal income tax rate to the effective consolidated tax rate is as follows:

Year Ended April 30, 2026
 (in thousands) %
U.S. federal statutory income tax rate $ 81,574   21.0   %
State and local income tax, net of federal income tax effect (1)
11,089   2.9  
Foreign tax effects (2)
13,204   3.4  
Non-taxable or non-deductible items
Non-deductible officer's compensation 4,676   1.2  
Other (3)
( 2,048 ) ( 0.5 )
Effect of cross-border tax laws
( 2,300 ) ( 0.6 )
Change in unrecognized tax benefits 3,485   0.9  
Tax credits ( 1,022 ) ( 0.3 )
Other (3)
( 1,028 ) ( 0.3 )
Effective income tax rate $ 107,630   27.7   %
_______________________________
(1) For the year ended April 30, 2026, no single state or local jurisdiction accounted for more than 5% of the total income tax expense. The Company's state tax expense is primarily attributable to operations in Minnesota, New York, California, Illinois and New York City, which combined for more than 50% of this category, but none of which individually exceeded 5% of the total income tax expense.
(2) No individual foreign jurisdiction exceeded 5% of total income tax expense for fiscal 2026, either in aggregate or for any individual category of reconciling items.
(3) Reconciling items that are individually less than 5% of the total income tax expense.
F-32

KORN FERRY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2026 (continued)

The reconciliation of the statutory federal income tax rate to the effective consolidated tax rate is as follows for the years ended April 30, 2025 and 2024, prior to the adoption of ASU 2023-09:

Year Ended April 30,
2025 2024
U.S. federal statutory income tax rate
21.0   % 21.0   %
State tax, net of federal effect
2.8   2.8  
Foreign tax rates differential
4.7   4.0  
Non-deductible officer's compensation
1.6   1.9  
Change in valuation allowance
( 0.5 ) ( 5.8 )
Change in uncertain tax positions
( 1.3 ) 1.1  
Foreign-derived intangible income deduction
( 1.0 ) ( 1.2 )
Repatriation of earnings of foreign subsidiaries
1.1   1.4  
R&D tax credit
( 0.7 ) ( 1.5 )
Other
( 0.5 ) ( 1.2 )
Effective income tax rate
27.2   % 22.5   %

Components of deferred tax assets and liabilities were as follows:

April 30,
2026 2025

(in thousands)
Deferred tax assets:
Deferred compensation $ 157,813   $ 145,410  
Operating lease liability 17,218   18,015  
Loss carryforwards 19,828   25,565  
Reserves and accruals 21,606   20,833  
Allowance for doubtful accounts 6,004   6,786  
Deferred revenue 3,066   6,112  
Gross deferred tax assets 225,535   222,721  
Deferred tax liabilities:
Operating lease, right-of-use, assets ( 14,783 ) ( 14,531 )
Intangibles and goodwill ( 25,957 ) ( 24,753 )
Property and equipment ( 35,558 ) ( 10,306 )
Prepaid expenses ( 17,508 ) ( 15,997 )
Unrealized gain on marketable securities
( 10,093 ) ( 6,502 )
Other ( 4,043 ) ( 2,584 )
Gross deferred tax liabilities ( 107,942 ) ( 74,673 )
Valuation allowances ( 10,109 ) ( 9,469 )
Net deferred tax asset $ 107,484   $ 138,579  

F-33

KORN FERRY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2026 (continued)

Deferred tax assets are reduced by a valuation allowance if it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Management believes uncertainty exists regarding the realizability of certain deferred tax assets and has, therefore, established a valuation allowance offsetting deferred tax assets that are not more-likely-than-not to be realized. Realization of the deferred tax asset is dependent on the Company generating enough taxable income of the appropriate nature in future years. Although realization is not assured, management believes that it is more-likely-than-not that the net deferred tax assets will be realized. In fiscal 2026, the Company’s valuation allowance increased by $ 0.6 million primarily due to management's conclusion that deferred tax assets in certain jurisdictions, including net operating losses, were not more-likely-than-not to be realized. In fiscal 2025, the Company’s valuation allowance decreased by $ 3.0 million primarily due to the releases of valuation allowances against deferred tax assets, including net operating loss carryforwards, in certain foreign jurisdictions that were more-likely-than-not to be realized. In fiscal 2024, the Company's valuation allowance decreased by $ 12.7 million, primarily due to the release of a $ 9.7  million valuation allowance as a result of actions taken in connection with the global minimum tax, and other releases of valuation allowances against deferred tax assets, primarily net operating loss carryforwards, in certain foreign jurisdictions that were more-likely-than-not to be realized. Deferred tax assets and deferred tax liabilities are presented net on the consolidated balance sheets by tax jurisdiction.
The global minimum tax, which is also known as Pillar Two under the Organization for Economic Cooperation and Development framework on Base Erosion and Profit Shifting and was first applicable to Korn Ferry in fiscal 2025, did not have a material impact on the Company’s tax provision.
As of April 30, 2026, the Company had U.S. federal net operating loss carryforwards of $ 0.4 million, which if unutilized, will begin to expire in fiscal 2036. The Company has state net operating loss carryforwards of $ 17.1 million, which, if unutilized, will begin to expire in fiscal 2031. The Company also has foreign net operating loss carryforwards of $ 73.9 million, which, if unutilized, will begin to expire in fiscal 2027.
The Company continues to consider undistributed earnings of certain foreign subsidiaries to be indefinitely reinvested, and accordingly, has not provided deferred taxes on such earnings. While the Company does not anticipate the need to repatriate funds to the U.S. to satisfy domestic liquidity needs, it reviews cash positions regularly and, to the extent that it determines that all or a portion of foreign earnings are not indefinitely reinvested, the Company will record a deferred tax liability. The determination of the amount of the unrecognized deferred tax liability related to such undistributed earnings is not practicable.
The Company elected to treat taxes due on future U.S. inclusions in taxable income related to Global Intangible Low-Taxed Income as an expense when incurred (the “period cost method”) as opposed to factoring such amounts in the Company’s measurement of its deferred taxes (the “deferred method”).
The Company and its subsidiaries file federal and state income tax returns in the U.S. as well as in foreign jurisdictions. These income tax returns are subject to audit by the Internal Revenue Service (the “IRS”) and various state and foreign tax authorities. Currently, income tax returns of the Company’s subsidiaries are under audit in Germany, Saudi Arabia, India, United Kingdom and United States. The Company’s income tax returns are not otherwise under examination in any material jurisdiction. The statute of limitations varies by jurisdiction in which the Company operates. With few exceptions, however, the Company’s tax returns for years prior to fiscal 2019 are no longer open to examination by tax authorities (including U.S. federal, state and foreign).
Unrecognized tax benefits are the differences between the amount of benefits of tax positions taken, or expected to be taken, on a tax return and the amount of benefits recognized for financial reporting purposes. As of April 30, 2026, the Company had a liability of $ 13.0 million for unrecognized tax benefits.
A reconciliation of the beginning and ending balances of the unrecognized tax benefits is as follows:

Year Ended April 30,
2026 2025 2024

(in thousands)
Unrecognized tax benefits, beginning of year $ 10,856   $ 14,023   $ 10,566  
Additions based on tax positions related to the current year 594   2,140   1,573  
Additions based on tax positions related to prior years 1,748   993   2,208  
Settlement with tax authority —   ( 2,159 ) —  
Lapse of applicable statute of limitations ( 243 ) ( 4,141 ) ( 324 )
Unrecognized tax benefits, end of year $ 12,955   $ 10,856   $ 14,023  

F-34

KORN FERRY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2026 (continued)

As of April 30, 2026, the Company had $ 13.0 million of unrecognized tax benefits. The full amount of unrecognized tax benefits would impact the effective income tax rate if recognized. The Company classifies interest and penalties related to unrecognized tax benefits as a component of the provision for income taxes. The Company had accruals of $ 4.0 million, $ 2.7 million and $ 2.1 million for interest related to unrecognized tax benefits as of April 30, 2026, 2025 and 2024, respectively. The Company had an accrual of $ 0.4 million and $ 0.4 million as of April 30, 2026 and 2025, respectively, for penalties related to unrecognized tax benefits. The Company recognized tax expense of $ 1.4 million and $ 0.8 million for interest and penalties related to unrecognized tax benefits during fiscal 2026 and 2025, respectively. The Company did not recognize a tax expense for interest and penalties related to unrecognized tax benefits during fiscal 2024.
Cash paid during the year for income taxes, net of refunds, is as follows:

Year Ended
April 30, 2026

(in thousands)
U.S. Federal $ 17,348  
State 11,203  
Foreign
Canada 8,376  
United Kingdom 6,033  
United Arab Emirates 5,285  
Australia 4,904  
India 4,879
Other foreign 31,742
Total
$ 89,770  

Cash paid for income taxes, net of refunds, were $ 106.9 million and $ 72.1 million for fiscal years 2025 and 2024, respectively.

10. Property and Equipment, Net
Property and equipment include the following:

April 30,
2026 2025

(in thousands)
Computer equipment and software (1)
$ 546,155   $ 485,901  
Leasehold improvements 57,746   71,485  
Furniture and fixtures 37,774   40,332  
Automobiles 6,185   3,609  
Property and equipment, gross
647,860   601,327  
Less: accumulated depreciation and amortization ( 456,329 ) ( 427,717 )
Property and equipment, net $ 191,531   $ 173,610  

_______________________________
(1) Depreciation expense for capitalized software was $ 60.8 million, $ 41.0 million and $ 36.5 million during fiscal 2026, 2025 and 2024, respectively. Depreciation expense for capitalized software includes $ 13.8 million of accelerated depreciation associated with the decision to sunset our Digital platform during fiscal 2026 . The net book value of the Company’s computer software costs included in property and equipment, net was $ 162.0 million and $ 144.0 million as of April 30, 2026 and 2025, respectively.
Depreciation expense for property and equipment was $ 74.5 million, $ 55.3 million and $ 52.4 million during fiscal 2026, 2025 and 2024, respectively.
F-35

KORN FERRY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2026 (continued)

11. Long-Term Debt
4.625 % Senior Unsecured Notes due 2027
On December 16, 2019, the Company completed a private placement of 4.625 % Senior Unsecured Notes due 2027 (the “Notes”) with a $ 400.0 million principal amount pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The Notes were issued with a $ 4.5 million discount and will mature December 15, 2027, with interest payable semi-annually in arrears on June 15 and December 15 of each year, commencing 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. The Company may redeem the Notes prior to maturity, subject to certain limitations and premiums defined in the indenture governing the Notes. The Company may redeem the Notes at the principal amount, plus accrued and unpaid interest.
The 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. The Notes are guaranteed by each of the Company's existing and future wholly owned domestic subsidiaries to the extent such subsidiaries guarantee the Company's credit facilities. The indenture governing the Notes requires that, upon the occurrence of both a Change of Control and a Rating Decline (each as defined in the indenture), the Company shall make an offer to purchase all of the Notes at 101 % of their principal amount, and accrued and unpaid interest. The Company used the proceeds from the offering of the Notes to repay $ 276.9 million outstanding under the Company’s prior revolving credit facility and to pay expenses and fees in connection therewith. The remainder of the proceeds were used for general corporate requirements. The effective interest rate on the Notes was 4.86 % as of April 30, 2026. As of April 30, 2026 and 2025, the fair value of the Notes was $ 396.5 million and $ 389.0 million, respectively, based on borrowing rates then required of notes with similar terms, maturity and credit risk. The fair value of the Notes was classified as a Level 2 measurement in the fair value hierarchy.
Long-term debt, at amortized cost, consisted of the following:

In thousands April 30, 2026 April 30, 2025
Senior Unsecured Notes $ 400,000   $ 400,000  
Less: Unamortized discount and issuance costs ( 1,435 ) ( 2,264 )
Long-term borrowings, net of unamortized discount and debt issuance costs $ 398,565   $ 397,736  

Credit Facilities
The Company was party to a credit agreement dated as of December 16, 2019 (as amended, amended and restated or otherwise modified, the “Prior Credit Agreement”) with Bank of America, National Association as administrative agent and other lenders party thereto. The Prior Credit Agreement provided for a $ 650.0 million five-year senior secured revolving credit facility maturing June 24, 2027 (the “Prior Facility”).
On July 1, 2025, the Company entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association as administrative agent and other lender parties thereto. The Credit Agreement provides for an $ 850.0 million five-year senior secured revolving credit facility and other revolving commitments, as specified in the Credit Agreement (the “Facility” and together with the Prior Facility, the "Facilities"). The obligations under the Credit Agreement are secured by substantially all of the assets of the Company and those of its subsidiaries that are guarantors under the Credit Agreement. The Credit Agreement replaced the Prior Credit Agreement, and the Company repaid all outstanding obligations under the Prior Credit Agreement, and expenses and fees in connection therewith. Since the borrowing capacity under the new arrangement increased, the previously incurred unamortized and current debt issuance costs will be amortized over the life of the new arrangement.
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 Facilities 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.
F-36

KORN FERRY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2026 (continued)

As of April 30, 2026 and 2025 , there were no borrowings outstanding under the Facility or Prior Facility and the Company was in compliance with its debt covenants. The unamortized debt issuance costs associated with the Credit Agreement were $ 3.6 million as of April 30, 2026 and $ 2.2 million under the Prior Credit Agreement as of April 30, 2025 . The debt issuance costs were included in other current assets and other non-current assets on the consolidated balance sheets.
The Company had a total of $ 845.7 million available under the Facility and $ 645.6 million available under the Prior Credit Agreement as of April 30, 2026 and 2025 , respectively, after $ 4.3 million and $ 4.4 million of standby letters of credit were issued as of April 30, 2026 and 2025 , respectively. The Company had a total of $ 15.5 million and $ 13.1 million of standby letters with other financial institutions as of April 30, 2026 and 2025 , respectively. The standby letters of credit were generally issued as a result of entering into office premise leases.
The Company has outstanding borrowings against the CSV of COLI contracts of $ 72.2 million and $ 72.8 million at April 30, 2026 and 2025, respectively. CSV reflected in the accompanying consolidated balance sheets is net of the outstanding borrowings, which are secured by the CSV of the life insurance policies. Principal payments are not scheduled and interest is payable at least annually at various fixed and variable rates ranging from 4.76 % to 8.00 %.

12. Segments
The Company has eight reportable segments: Consulting, Digital, Executive Search North America, Executive Search EMEA, Executive Search Asia Pacific, Executive Search Latin America, Professional Search & Interim and RPO.
Executive Search is managed by geographic regional leaders. Worldwide operations for Consulting, Professional Search & Interim and RPO are managed by their Chief Executive Officers while Digital is led by the President of Technology. The Executive Search geographic regional leaders, the Chief Executive Officers of Consulting, Professional Search & Interim and RPO and the President of Technology report directly to the Chief Executive Officer of the Company. The Company also operates Corporate to record global expenses.
The Company's chief executive officer is the Company's chief operating decision maker ("CODM"), which 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, gain on modification of office lease 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.
F-37

KORN FERRY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2026 (continued)

Financial highlights by reportable segments are as follows:

Year Ended April 30, 2026
Executive Search

Consulting
Digital
North America
EMEA
Asia Pacific
Latin America
Professional Search & Interim
RPO
Corporate
Consolidated

(in thousands)

Fee revenue $ 691,654   $ 363,523   $ 583,394   $ 215,134   $ 97,527   $ 28,049   $ 561,077   $ 367,111   $ —   $ 2,907,469  
Total revenue $ 704,129   $ 364,383   $ 589,313   $ 216,517   $ 98,138   $ 28,092   $ 566,253   $ 371,816   $ —   $ 2,938,641  

Less significant segment expenses

Compensation and benefits (1)
$ 476,106   $ 179,464   $ 402,010   $ 160,276   $ 66,886   $ 18,970   $ 201,102   $ 277,384   $ 80,387  
General and administrative expenses (2)
52,692   41,686   26,743   18,220   9,014   3,567   18,551   18,823   72,338  
Cost of services
48,593   31,387   3,486   376   690   214   221,120   13,284   —  
Other segment items (3)
8,325   ( 1,283 ) ( 16,629 ) 1,073   73   ( 262 ) 4,324   4,667   ( 2,821 )
Segment Adjusted EBITDA
118,413   113,129   173,703   36,572   21,475   5,603   121,156   57,658   ( 149,904 ) 497,805  

Reconciliation of Segment Adjusted EBITDA

Depreciation and amortization
98,844  
Gain on modification of office lease
( 13,907 )
Interest expense, net
19,998  
Integration/acquisition costs
4,420  
Income tax provision
107,630  
Net income attributable to noncontrolling interest
3,386  
Net income attributable to Korn Ferry
$ 277,434  

_______________________________

(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. Excludes gain on modification of office lease as it is excluded from Adjusted EBITDA.
(3) Includes reimbursed expenses and other income, net.
F-38

KORN FERRY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2026 (continued)

Year Ended April 30, 2025
Executive Search

Consulting
Digital
North America
EMEA
Asia Pacific
Latin America
Professional Search & Interim
RPO
Corporate
Consolidated

(in thousands)

Fee revenue $ 662,708   $ 363,530   $ 535,921   $ 194,088   $ 87,337   $ 28,862   $ 503,515   $ 354,127   $ —   $ 2,730,088  
Total revenue $ 674,070   $ 363,727   $ 542,068   $ 195,268   $ 87,840   $ 28,876   $ 507,246   $ 361,991   $ —   $ 2,761,086  

Less significant segment expenses

Compensation and benefits (1)
$ 453,964   $ 179,487   $ 362,296   $ 145,397   $ 61,662   $ 18,175   $ 186,184   $ 269,043   $ 71,908  
General and administrative expenses (2)
51,330   38,762   33,324   17,034   7,838   2,534   19,484   21,154   60,524  
Cost of services
44,428   33,927   3,825   287   318   213   190,772   11,305   —  
Other segment items (3)
8,867   ( 1,145 ) ( 5,619 ) 861   ( 97 ) ( 195 ) 3,206   7,854   ( 1,687 )
Segment Adjusted EBITDA
115,481   112,696   148,242   31,689   18,119   8,149   107,600   52,635   ( 130,745 ) 463,866  

Reconciliation of Segment Adjusted EBITDA

Depreciation and amortization
80,287  
Restructuring charges, net
1,892  
Interest expense, net
20,363  
Impairment of right-to-use assets
2,452  
Impairment of fixed assets
509  
Integration/acquisition costs
8,837  
Management separation charges
4,614  
Income tax provision
93,836  
Net income attributable to noncontrolling interest
5,014  
Net income attributable to Korn Ferry
$ 246,062  
_______________________________

(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 and management separation charges 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. Excludes impairment of right-of-use assets and fixed assets and integration/acquisition costs as they are excluded from Adjusted EBITDA.
(3) Includes reimbursed expenses and other income, net.

F-39

KORN FERRY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2026 (continued)

Year Ended April 30, 2024
Executive Search

Consulting
Digital
North America
EMEA
Asia Pacific
Latin America
Professional Search & Interim
RPO
Corporate
Consolidated

(in thousands)

Fee revenue $ 695,007   $ 366,699   $ 506,927   $ 184,516   $ 85,863   $ 28,937   $ 540,615   $ 354,107   $ —   $ 2,762,671  
Total revenue $ 706,805   $ 366,924   $ 513,545   $ 185,552   $ 86,273   $ 28,956   $ 544,453   $ 362,997   $ —   $ 2,795,505  

Less significant segment expenses

Compensation and benefits (1)
$ 484,468   $ 187,924   $ 371,237   $ 141,670   $ 58,835   $ 18,664   $ 210,356   $ 284,349   $ 72,613  
General and administrative expenses (2)
54,176   38,452   31,588   16,351   8,831   4,761   23,846   18,612   58,400  
Cost of services
45,399   33,290   3,419   513   184   218   205,765   11,227   —  
Other segment items (3)
8,502   ( 1,411 ) ( 13,409 ) 1,116   ( 500 ) ( 258 ) 2,618   8,410   ( 2,915 )
Segment Adjusted EBITDA
114,260   108,669   120,710   25,902   18,923   5,571   101,868   40,399   ( 128,098 ) 408,204  

Reconciliation of Segment Adjusted EBITDA

Depreciation and amortization
77,966  
Restructuring charges, net
68,558  
Interest expense, net
20,968  
Impairment of right-to-use assets
1,629  
Impairment of fixed assets
1,575  
Integration/acquisition costs
14,866  
Income tax provision
50,081  
Net income attributable to noncontrolling interest
3,407  
Net income attributable to Korn Ferry
$ 169,154  

_______________________________

(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. Excludes impairment of right-of use-assets and fixed assets and integration/acquisition costs as they are excluded from Adjusted EBITDA.
(3) Includes reimbursed expenses and other income, net.
Fee revenue attributed to an individual customer or country, other than the U.S. and United Kingdom in fiscal 2026 and 2025, and in the U.S. in fiscal 2024, did not account for more than 10% of the total fee revenue in those fiscal years. Fee revenue classified by country in which the Company derives revenues are as follows:

Year Ended April 30,
2026 2025 2024

(in thousands)
U.S. $ 1,505,506   $ 1,448,174   $ 1,507,819  
United Kingdom
386,034   327,036   262,268  
Other countries 1,015,929   954,878   992,584  
Total fee revenue $ 2,907,469   $ 2,730,088   $ 2,762,671  

F-40

KORN FERRY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2026 (continued)

Depreciation and amortization by reportable segments are as follows:

Year Ended April 30,
2026 2025 2024

(in thousands)
Consulting
$ 14,168   $ 16,134   $ 16,822  
Digital
54,187   34,954   32,248  
Executive Search:

North America
1,430   1,416   1,774  
EMEA
2,364   1,935   1,726  
Asia Pacific
954   910   904  
Latin America
1,305   964   1,053  
Professional Search & Interim
11,856   12,337   12,950  
RPO
4,258   3,317   2,863  
Corporate
8,322   8,320   7,626  
Total depreciation and amortization
$ 98,844   $ 80,287   $ 77,966  

Other than the U.S. and United Kingdom in fiscal 2026, 2025, and 2024, no single country had over 10% of the total long-lived assets, excluding financial instruments and tax assets. Long-lived assets, excluding financial instruments and tax assets, classified by location of the controlling statutory country are as follows:

Year Ended April 30,
2026 2025 2024

(in thousands)
U.S. (1)
$ 203,538   $ 177,921   $ 175,691  
United Kingdom 66,703   71,632   64,280  
Other countries 92,276   76,769   82,342  
Total long-lived assets $ 362,517   $ 326,322   $ 322,313  

_______________________________
(1) Includes Corporate long-lived assets.

Change in Reportable Segments in Fiscal 2027
Effective May 1, 2026 for the Company's fiscal year 2027, the Company realigned its organizational structure by geography into three reportable segments: (i) The Americas, (ii) EMEA, and (iii) Asia Pacific. The Company will report financial information for these new reporting segments in fiscal 2027. This change in reporting is to occur beginning with periods commencing May 1, 2026.

13. Restructuring Charges, Net
In fiscal 2024, in light of the challenging macroeconomic business environment arising from persistent inflationary pressures, rising interest rates and global economic and geopolitical uncertainty, on October 23, 2023, the Company initiated a plan (the “Plan”) intended to align its workforce with its current business realities through position eliminations. Due to the implementation of the Plan, the Company recorded restructuring charges of $ 68.6 million in fiscal 2024 across all segments related to severance for positions that were eliminated. During fiscal 2025, the Company made adjustments to previously recorded restructuring accruals resulting in restructuring charges of $ 1.9 million. During fiscal 2026, no restructuring charges were recorded.
F-41

KORN FERRY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2026 (continued)

Changes in the restructuring liability were as follows:

Restructuring Liability
(in thousands)
As of May 1, 2023
$ 8,004  
Restructuring charges, net 68,558  
Reductions for cash payments ( 57,636 )
Non-cash payments ( 15,421 )
Exchange rate fluctuations 399  
As of April 30, 2024
3,904  
Restructuring charges, net 1,892  
Reductions for cash payments ( 5,786 )

Exchange rate fluctuations 159  
As of April 30, 2025
$ 169  

As of April 30, 2026, there is no restructuring liability. As of April 30, 2025, the restructuring liability is included in the current portion of other accrued liabilities on the consolidated balance sheets.
Restructuring charges incurred by segment were as follows:

Year Ended April 30,
2025
2024

(in thousands)
Consulting $ 1,696   $ 18,871  
Digital —   9,469  
Executive Search:
North America —   8,825  
EMEA 196   17,265  
Asia Pacific —   1,963  
Latin America —   110  
Professional Search & Interim —   3,778  
RPO —   7,885  
Corporate —   392  
Consolidated $ 1,892   $ 68,558  

14. Goodwill and Intangible Assets
Changes in the carrying value of goodwill by reportable segment were as follows:

Consulting Digital Executive Search Professional
Search & Interim
RPO
Consolidated
North
America EMEA Asia
Pacific

(in thousands)
Balance as of May 1, 2024
$ 172,994   $ 325,387   $ 46,154   $ 46,246   $ 972   $ 254,345   $ 62,278   $ 908,376  
Additions (1)
—   —   —   —   —   36,857   —   36,857  
Exchange rate fluctuations 202   668   ( 310 ) 388   —   2,133   518   3,599  
Balance as of April 30, 2025
173,196   326,055   45,844   46,634   972   293,335   62,796   948,832  

Exchange rate fluctuations 87   182   276   367   —   597   295   1,804  
Balance as of April 30, 2026
$ 173,283   $ 326,237   $ 46,120   $ 47,001   $ 972   $ 293,932   $ 63,091   $ 950,636  

_______________________________
(1) Additions to goodwill in fiscal 2025 were due to $ 36.9 million from the acquisition of Trilogy International ("Trilogy").
F-42

KORN FERRY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2026 (continued)

Tax deductible goodwill from acquisitions were as follows:

April 30,
2026 2025

(in thousands)
Salo LLC ("Salo")
$ 91,032   $ 98,779  
Infinity Consulting Solutions ("ICS")
51,231   55,785  
Miller Heiman
12,023   13,437  
PIVOT Leadership
3,126   3,812  
Total tax deductible goodwill from acquisitions
$ 157,412   $ 171,813  

Intangible assets include the following:

April 30, 2026 April 30, 2025

(in thousands)
Amortized intangible assets: Gross Accumulated
Amortization Net Gross Accumulated
Amortization Net
Customer lists $ 197,370   $ ( 158,008 ) $ 39,362   $ 197,370   $ ( 139,957 ) $ 57,413  
Intellectual property 69,100   ( 64,038 ) 5,062   69,100   ( 58,421 ) 10,679  
Trademarks 12,857   ( 11,631 ) 1,226   12,857   ( 10,928 ) 1,929  
Proprietary databases 4,256   ( 4,256 ) —   4,256   ( 4,256 ) —  
Non-compete agreements 910   ( 910 ) —   910   ( 910 ) —  
Total (1)
$ 284,493   $ ( 238,843 ) 45,650   $ 284,493   $ ( 214,472 ) 70,021  
Exchange rate fluctuations 208   172  
Total Intangible assets $ 45,858   $ 70,193  

_______________________________
(1) In fiscal 2026, there were no intangible assets additions. In fiscal 2025, there were intangible assets additions of $ 6.0 million from the acquisition of Trilogy.
Acquisition-related intangible assets acquired in fiscal 2025 consists of customer relationships and tradenames of $ 5.2 million and $ 0.8 million, respectively, with weighted-average useful lives from the date of purchase of five years and two years , respectively.
Amortization expense for amortized intangible assets was $ 24.4 million, $ 25.0 million and $ 25.6 million during fiscal 2026, 2025 and 2024, respectively. Estimated annual amortization expense related to amortizing intangible assets is as follows:

Year Ending April 30, Estimated
Annual
Amortization
Expense
(in thousands)
2027
$ 18,363  
2028
11,134  
2029
10,331  
2030
5,438  
2031
474  
Thereafter 118  
$ 45,858  

All amortizable intangible assets will be fully amortized by the end of fiscal 2032.
F-43

KORN FERRY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2026 (continued)

15. 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. The majority of the Company’s leases include both lease and non-lease components. Non-lease components primarily include maintenance, insurance, taxes and other utilities. The Company combines fixed payments for non-lease components with its lease payments and accounts for them as a single lease component, which increases its ROU assets and lease liabilities. Some of the leases include one or more options to renew or terminate the lease at the Company’s discretion. Generally, the renewal and termination options are not included in the ROU assets and lease liabilities as they are not reasonably certain of exercise. The Company has elected not to recognize a ROU asset or lease liability for leases with an initial term of 12 months or less.
As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of the future minimum lease payments. The Company applies the portfolio approach when determining the incremental borrowing rate since it has a centrally managed treasury function. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments in a similar economic environment.
Operating leases contain both office and equipment leases and have remaining terms that range from less than one year to 11 years, some of which also include options to extend or terminate the lease. Finance leases are comprised of equipment leases and have remaining terms that range from less than one year to five years . Finance lease assets are included in property and equipment, net while finance lease liabilities are included in other accrued liabilities and other liabilities.
During fiscal 2026, at the request of a landlord, the Company modified an office lease to shorten the lease term and in return the landlord agreed to pay the Company a fixed cash incentive. As a result of the office lease modification, the Company recorded a $ 13.9  million gain during fiscal 2026 that was included in general and administrative expenses in the accompanying consolidated statements of income. During fiscal 2025 and 2024, the Company reduced its real estate footprint and as a result recorded an impairment charge of the ROU assets of $ 2.5  million and $ 1.6  million, respectively, in the consolidated statements of income.
The components of lease expense were as follows:

Year Ended April 30,
2026 2025 2024

(in thousands)
Finance lease cost
Amortization of ROU assets $ 1,805   $ 1,464   $ 1,605  
Interest on lease liabilities 205   176   212  
2,010   1,640   1,817  
Operating lease cost 48,397   47,939   46,956  
Short-term lease cost 894   873   876  
Variable lease cost 10,987   10,877   13,324  
Gain on modification of office lease ( 13,907 ) —   —  
Lease impairment cost —   2,452   1,629  
Sublease income ( 6,215 ) ( 4,965 ) ( 4,359 )
Total lease cost $ 42,166   $ 58,816   $ 60,243  

F-44

KORN FERRY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2026 (continued)

Supplemental cash flow information related to leases was as follows:

Year Ended April 30,
2026 2025 2024

(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 44,012   $ 52,033   $ 51,879  
Financing cash flows from finance leases $ 2,071   $ 1,631   $ 1,776  

ROU assets obtained in exchange for lease obligations:
Operating leases $ 62,893   $ 27,430   $ 60,279  
Finance leases $ 3,125   $ 811   $ 906  

Supplemental balance sheet information related to leases was as follows:

Year Ended April 30,
2026 2025

(in thousands)
Finance Leases:

Property and equipment, at cost $ 9,734   $ 7,233  
Accumulated depreciation ( 5,183 ) ( 4,210 )
Property and equipment, net $ 4,551   $ 3,023  

Other accrued liabilities $ 1,915   $ 1,369  
Other liabilities 2,682   1,770  
Total finance lease liabilities $ 4,597   $ 3,139  

Weighted average remaining lease terms:
Operating leases 7.9 years 7.0 years
Finance leases 2.7 years 2.6 years

Weighted average discount rate:
Operating leases 6.0   % 5.9   %
Finance leases 5.4   % 5.7   %

F-45

KORN FERRY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2026 (continued)

Maturities of lease liabilities are as follows:

Year Ending April 30, Operating Financing

(in thousands)
2027
$ 38,459   $ 2,104  
2028
38,102   1,790  
2029
31,764   706  
2030
24,717   268  
2031
21,033   48  
Thereafter 92,243   —  
Total lease payments 246,318   4,916  
Less: imputed interest 53,308   319  
Total $ 193,010   $ 4,597  

16. Acquisition
On November 1, 2024, the Company completed its acquisition of Trilogy 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. Results of operations of Trilogy are included in the Company's consolidated financial statements from November 1, 2024, the effective date of the acquisition in the Professional Search & Interim segment.

17. Commitments and Contingencies
Employment Agreements
The Company has a policy of entering into offer letters of employment or letters of promotion with vice presidents, which provide for an annual base salary and discretionary and incentive bonus payments. Certain key vice presidents who typically have been employed by the Company for several years may also have a standard form employment agreement. Upon termination without cause, the Company is required to pay the amount of severance due under the employment agreement, if any. The Company also requires its vice presidents to agree in their employment letters and their employment agreement, if applicable, not to compete with the Company during the term of their employment and for a certain period after their employment ends.
Litigation
From time to time, the Company has been and is involved in litigation incidental to its business. The Company is currently not a party to any litigation which, if resolved adversely against the Company, would, in the opinion of management, after consultation with legal counsel, have a material adverse effect on the Company’s business, financial position or results of operations.

18. Subsequent Event
Quarterly Dividend Declaration
On June 22, 2026, the Board of Directors of the Company (the "Board") declared a cash dividend of $ 0.55 per share with a payment date of July 31, 2026 to holders of the Company’s common stock of record at the close of business on July 6, 2026. The declaration and payment of future dividends under the quarterly dividend policy will be at the discretion of the Board 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 may deem to be relevant. The Board may amend, revoke or suspend the dividend policy at any time and for any reason.

F-46