8-K current report · filed Jun 29, 2026

KORN FERRY (KFY) 8-K Current Report: June 29, 2026

Item 1.01Item 7.01Item EX-99.1KFY overview

Short answer

KORN FERRY (KFY) filed an 8-K current report with the SEC on June 29, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 7.01 (Regulation FD Disclosure), Item EX-99.1 (Exhibit EX-99.1). Acquisition of AMS for approximately £850 million, or $1.1 billion, expanding Korn Ferry’s strategic footprint.

KORN FERRY 8-K event analysis

AI summary of each reported item and its exhibits

Item 1.01 · Entry into a Material Definitive Agreement

  • Acquisition of AMS for approximately £850 million, or $1.1 billion, expanding Korn Ferry’s strategic footprint
  • Consideration mix: £659 million cash and £191 million in Korn Ferry shares, creating financing and dilution considerations
  • Share issuance priced to 20-day VWAP, with an 85%–115% collar around $71.3815
  • Regulatory approvals required in the U.S., U.K., and Germany; termination permitted after 180 days
  • Closing expected during fiscal quarter ending October 30, 2026; resale shelf registration required for consideration shares

Item 7.01 · Regulation FD Disclosure

  • Acquisition remains subject to closing, regulatory approvals, and potential Purchase Agreement termination
  • Expected benefits include global leadership, expanded capabilities, transaction synergies, and improved future operating results
  • Key execution risks include AMS integration, client and employee retention, disruption, costs, litigation, and currency movements
  • Potential share issuance and USD-converted purchase price remain forward-looking, with terms referenced in Exhibit 99.1

Item EX-99.1 · Exhibit EX-99.1

  • Korn Ferry to acquire AMS for approximately £850 million ($1.1 billion), expanding into RPO, contingent workforce, and skills consulting
  • Consideration includes £659 million ($881 million) cash and £191 million ($255 million) in Korn Ferry stock
  • Funding includes $300 million cash on hand, $581 million revolver borrowing, and approximately 3.6 million shares issued
  • AMS contributes $650 million fee revenue and $100 million adjusted EBITDA run rate, with $140 million expected within one year
  • Closing expected in FY27 second quarter, subject to regulatory clearance; immediately EPS-accretive in the first full year after closing

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