KORN FERRY

Previous wording

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…

Excerpt shortened here; the source contains the full paragraph.

Current wording

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, expected benefits and synergies of the acquisition of Auxey Holdco Limited (“AMS”) 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, our ability to successfully integrate acquired businesses, including the operations and employees of AMS, our ability to recognize the anticipated benefits of the acquisition of AMS which may be affected by, among other things, competition, our ability to grow and manage growth profitably, our ability to maintain relationships with customers and suppliers and retain key employees, costs related to the AMS acquisition, 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,…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

Korn Ferry (referred to herein as the “Company” or in the first-person notations “we,” “our” and “us”) is a global consulting firm that powers performance. We help unlock the potential in people and unleash transformation across organizations—synchronizing strategy, operations, and talent to accelerate performance, fuel growth, and inspire a legacy of change. That’s why the world’s most admired companies across every major industry turn to us—for a shared commitment to lasting impact and the bold ambition to Be More Than.

Current wording

Korn Ferry (referred to herein as the “Company” or in the first-person notations “we,” “our” and “us”) is a global consulting firm that powers individual and business performance. The impact we create spans entire organizations, but it always starts with people.

Previous wording

•Organizational Strategy - Aligning people, processes, and structure to support business goals through organizational design, role clarity, and operating model optimization.

Current wording

•Organization Strategy: Aligning people, processes, structures and operating models to support business goals.

Previous wording

•Assessment & Succession - Evaluating individual potential and readiness to guide hiring, promotion, mobility and succession decisions.

Current wording

•Assessment & Succession: Evaluating potential, readiness and fit to guide hiring, promotion, mobility and succession decisions.

Previous wording

•Talent Acquisition - Sourcing and hiring top talent across all levels via executive search, professional recruiting, interim talent, and Recruitment Process Outsourcing ("RPO").

Current wording

•Talent Acquisition: Sourcing and hiring talent across all levels through executive search, professional recruiting, interim talent and Recruitment Process Outsourcing (“RPO”).

Previous wording

•Leadership & Professional Development - Developing leaders and building critical skills through coaching, experiential learning programs, and scalable digital programs.

Current wording

•Leadership & Professional Development: Developing leaders and building critical skills through coaching, experiential learning and scalable digital programs.

Previous wording

•Total Rewards - Designing compensation, benefits, and recognition programs that drive performance and reflect business priorities.

Current wording

•Total Rewards: Designing compensation, benefits, recognition and pay transparency strategies that support performance and reflect evolving regulatory and business priorities.

Previous wording

•Board and Chief Executive Officer ("CEO") Services - Advising boards and CEOs on leadership transitions, governance, and long-term planning.

Current wording

•Board and Chief Executive Officer (“CEO”) Services: Advising boards and CEOs on leadership transitions, governance, succession and long-term planning.

Previous wording

Korn Ferry serves clients through a combination of strategic account partnerships and flexible engagement models designed to meet organizations where they are. At the center of this model is our Marquee and Diamond Accounts Program (the “Program”)—a structured approach to managing long-term relationships with many of the world’s most complex organizations.

Current wording

Korn Ferry serves clients through strategic account partnerships and flexible engagement models tailored to client needs. Core to this is our Marquee and Diamond Accounts Program (the “Program”)—a structured approach to managing long-term relationships with many of the world’s most complex organizations.

Previous wording

Clients within the Program are supported by dedicated account leaders who coordinate engagement across Korn Ferry’s full portfolio—enabling consistent delivery, deep understanding of client priorities, and early access to new offerings. As of January 31, 2026, our 350 Marquee and Diamond accounts represented approximately 40% of consolidated fee revenue—more than double their contribution at the Program’s inception.

Current wording

Clients within the Program are supported by dedicated account leaders who coordinate engagement across Korn Ferry’s portfolio. This model supports consistent delivery, a deeper understanding of client priorities and broader access to the firm's capabilities. As of July 31, 2026, our 350 Marquee and Diamond accounts represented almost 40% of consolidated fee revenue—more than double their contribution at the Program’s inception.

Previous wording

•Fee revenue was $717.4 million, an increase of 7% year-over-year with growth in all solutions.

Current wording

•Fee revenue was $756.5 million, an increase of 7% year-over-year, with growth in all Regions and double-digit growth in Search and Workforce Solutions.

Previous wording

•Net income attributable to Korn Ferry increased 12% year-over-year, with a margin of 9.1%.

Current wording

•Net income attributable to Korn Ferry was $69.0 million, an increase of 4% year-over-year, with a margin of 9.1%.

Previous wording

•Adjusted EBITDA increased 8% year-over-year, with a margin of 17.2%.

Current wording

•Adjusted EBITDA was $128.2 million, an increase of 7% year-over-year, with a margin of 17%.

Previous wording

•Diluted earnings per share was up 12% year-over-year.

Current wording

•Diluted earnings per share was $1.32, up 5% year-over-year.

Previous wording

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, gain on modification of office lease and other impairments charges). For the three months ended January 31, 2026, Adjusted EBITDA excluded $1.6 million of integration/acquisition costs. For the nine months ended January 31, 2026, Adjusted EBITDA excluded $4.4 million of integration/acquisition costs and $13.9 million of gain on the modification of an office lease. For the three months ended January 31, 2025, Adjusted EBITDA excluded $2.5 million of impairment of right-of-use assets, $2.1 million of integration/acquisition costs, $1.3 million of restructuring charges, net and $0.5 million impairment of fixed 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-of-use assets, $1.9 million of restructuring charges, net and $0.5 million impairment of fixed assets.

Current wording

The Company evaluates performance and allocates resources based on the chief operating decision maker’s review of two key measures on a geographic basis: (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 impairment charges). For the three months ended July 31, 2026 and 2025, Adjusted EBITDA excluded integration/acquisition costs of $7.6 million and $1.5 million, respectively.

Previous wording

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.

Current wording

Consolidated Adjusted EBITDA and Consolidated 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.

Previous wording

Corporate compensation and benefits expense increased by $1.2 million, or 6%, to $19.8 million in the three months ended January 31, 2026 from $18.6 million in the year-ago quarter. The increase was primarily due to increases of $0.9 million in both salaries and related payroll taxes and restricted stock compensation expense, in the three months ended January 31, 2026 compared to the year-ago quarter. The increase in compensation and benefits expense was partially offset by an increase in the cash surrender value (“CSV”) of company-owned life insurance (“COLI”) of $1.0 million as a result of recording more death benefits in the three months ended January 31, 2026 compared to the year-ago quarter.

Current wording

Corporate compensation and benefits expense increased by $2.0 million, or 10%, to $21.8 million in the three months ended July 31, 2026 compared to $19.8 million in the year-ago quarter. Compensation and benefits expense increased primarily due to higher salaries and related payroll taxes and restricted stock compensation expense of $1.2 million and $0.9 million, respectively, in the three months ended July 31, 2026 compared to the year-ago quarter.

Previous wording

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 $2.6 million, or 3%, to $80.6 million in the three months ended January 31, 2026 compared to $78.0 million in the year-ago quarter. Professional Search & Interim accounted for $2.0 million of the increase due to an increase in fee revenue in the segment as a significant amount of interim services they performed had a higher cost of service expense as compared to the Company's other segments.

Current wording

Cost of services expense consists of contractor and product costs related to delivery of various services and products through our integrated solutions. Cost of services expense increased by $6.1 million, or 8%, to $83.3 million in the three months ended July 31, 2026 compared to $77.2 million in the year-ago quarter. Workforce Solutions accounted for $7.4 million of the increase due to an increase in fee revenue generated from solutions offered as part of our Workforce Solutions which have a higher cost of service expense compared to the Company's other services.

Previous wording

Net income attributable to Korn Ferry increased by $6.9 million, or 12%, to $65.3 million in the three months ended January 31, 2026 as compared to $58.4 million in the year-ago quarter. The increase in net income attributable to Korn Ferry was primarily due to an increase in fee revenue of $48.7 million during the three months ended January 31, 2026, partially offset by increases in compensation and benefits expense of $31.5 million, income tax provision of $3.9 million, cost of services expense of $2.6 million, and depreciation and amortization expenses of $2.5 million in the three months ended January 31, 2026 compared to the year-ago quarter. Net income attributable to Korn Ferry, as a percentage of fee revenue, was 9% in both the three months ended January 31, 2026 and 2025.

Current wording

Net income attributable to Korn Ferry increased by $2.4 million, or 4%, to $69.0 million in the three months ended July 31, 2026, as compared to $66.6 million in the year-ago quarter. The increase in net income attributable to Korn Ferry was primarily due to an increase in fee revenue of $47.9 million, partially offset by increases in general and administrative expenses, compensation and benefits expense and cost of services expense of $16.3 million, $16.0 million and $6.1 million, respectively, and a decrease in other income, net of $7.7 million in the three months ended July 31, 2026 compared to the year-ago quarter. Net income attributable to Korn Ferry, as a percentage of fee revenue, was 9% in both the three months ended July 31, 2026 and 2025.

Previous wording

Adjusted EBITDA increased by $8.6 million, or 8%, to $123.1 million in the three months ended January 31, 2026 as compared to $114.5 million in the year-ago quarter. The increase in Adjusted EBITDA was driven by an increase in fee revenue, partially offset by increases in compensation and benefits expense (excluding integration/acquisition costs), general and administrative expenses (excluding integration/acquisition costs, impairment of right-of-use assets and impairment of fixed assets) and cost of services expense. Adjusted EBITDA, as a percentage of fee revenue, was 17% in both the three months ended January 31, 2026 and 2025.

Current wording

Adjusted EBITDA increased by $7.8 million, or 7%, to $128.2 million in the three months ended July 31, 2026 as compared to $120.4 million in the year-ago quarter. The increase in Adjusted EBITDA was driven by an increase in fee revenue, partially offset by increases in compensation and benefits expense (excluding integration/acquisition costs), general and administrative expenses (excluding integration/acquisition costs), and cost of services expense. Adjusted EBITDA, as a percentage of fee revenue, was 17% in both the three months ended July 31, 2026 and 2025.

Previous wording

Other income, net was $7.5 million in the three months ended January 31, 2026 compared to $9.4 million in the year-ago quarter. The difference was primarily due to a decrease in the gains generated from the increase in fair value of our marketable securities that are held in trust for the settlement of the Company's obligations under the Executive Capital Accumulation Plan and similar plans in Asia Pacific and Canada (collectively, "ECAP") during the three months ended January 31, 2026 compared to the year-ago quarter.

Current wording

Other income, net was $5.1 million in the three months ended July 31, 2026 compared to $12.8 million in the year-ago quarter. The decrease was primarily due to a decrease in the gains generated from the change in fair value of our marketable securities that are held in trust for the settlement of the Company's obligation under the Executive Capital Accumulation Plan and similar plans in Asia Pacific and Canada during the three months ended July 31, 2026 compared to the year-ago quarter.

Previous wording

Interest expense, net primarily relates to the Company’s 4.625% Senior Unsecured Notes due 2027 ("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 equivalents balances. Interest expense, net was $5.7 million in the three months ended January 31, 2026 compared to $5.5 million in the year-ago quarter.

Current wording

Interest expense, net primarily relates to the Company's 4.625% Senior Unsecured Notes due 2027 (the “Notes”) issued in December 2019, borrowings under 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 $4.3 million in the three months ended July 31, 2026 compared to $3.5 million in the year-ago quarter.

Previous wording

The provision for income tax was $26.7 million in the three months ended January 31, 2026, with an effective tax rate of 28.7%, compared to $22.8 million in the three months ended January 31, 2025, with an effective rate of 27.8%. Our effective tax rate is primarily impacted by U.S. state income taxes and jurisdictional mix of earnings, which generally create variability in the effective tax rate over time.

Current wording

The provision for income tax was $24.6 million in the three months ended July 31, 2026, with an effective tax rate of 26.2%, compared to $25.3 million in the three months ended July 31, 2025, with an effective tax rate of 27.2%. In addition to the impact of U.S. state income taxes and jurisdictional mix of earnings, which generally create variability in our effective tax rate over time, the tax benefit recorded in the three months ended July 31, 2026 in connection with the windfall from stock-based awards that vested during the three months ended July 31, 2026 was greater than the tax benefit recorded for the three months ended July 31, 2025 in connection with the windfall from stock-based awards that vested during the prior year quarter. The windfall is the amount by which our tax deduction for these awards, based on the fair market value of the awards on the date of vesting, is greater than the expense recorded in our condensed consolidated financial statements over the awards’ vesting period.

Previous wording

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 statements of income. Net income attributable to noncontrolling interest for the nine months ended January 31, 2026 was $2.7 million, compared to $4.1 million in the nine months ended January 31, 2025.

Current wording

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 statements of income. Net income attributable to noncontrolling interest for the three months ended July 31, 2026 was $0.5 million, as compared to $0.8 million in the year-ago quarter.

Previous wording

The Company and its Board of Directors (the "Board") 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 Credit Agreement (defined below) and Notes, as well as using excess cash to repay the Notes.

Current wording

The Company and its Board of Directors (the “Board”) 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 A&R Credit Agreement (defined below).

Previous wording

On December 16, 2019, we completed a private placement of 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, 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 Notes prior to maturity, subject to certain limitations and premiums defined in the indenture governing the Notes. 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, upon the occurrence of both 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. As of January 31, 2026, the fair value of the Notes was $400.0 million, which is based on borrowing rates currently required of notes with similar terms, maturity and credit risk.

Current wording

On December 16, 2019, we completed a private placement of 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 a maturity date of December 15, 2027 with interest payable semi-annually in arrears on June 15 and December 15 of each year, which 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. The Notes were 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). As of July 31, 2026, the fair value of the Notes was $397.0 million, which is based on borrowing rates currently required of notes with similar terms, maturity and credit risk. On August 6, 2026, we issued a conditional notice of redemption for the redemption of all of our outstanding Notes (the “Redemption”), which were issued pursuant to an indenture, dated as of December 16, 2019 (the “Indenture”), among the Company, the guarantors party thereto, and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee.

Previous wording

On July 1, 2025, we 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 (the “Facility”). The Credit Agreement also provides that, under certain circumstances, we may incur term loans or increase the aggregate principal amount of revolving commitments by an aggregate amount of up to $600.0 million plus an unlimited amount subject to aconsolidated secured net leverage ratio of 3.25 to 1.00. The Credit Agreement replaced a previous 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. We repaid all outstanding obligations under the Prior Credit Agreement, and expenses and fees in connection therewith. See Note 11 — Long-Term Debt for a further description of the Credit Agreement. The Company had a total of $845.6 million available under the Facility and $645.6 million available under the Prior Credit Agreement as of January 31, 2026 and April 30, 2025, respectively, after $4.4 million of standby letters of credit were issued as of both January 31, 2026 and April 30, 2025. The Company had a total of $15.1 million and $13.1 million of standby letters with other financial institutions as of January 31, 2026 and April 30, 2025, respectively. The standby letters of credit were generally issued as a result of entering into office premise leases.

Current wording

On July 1, 2025, we 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 (the “Facility”). The Credit Agreement also provides that, under certain circumstances, we may incur term loans or increase the aggregate principal amount of revolving commitments by an aggregate amount of up to $600.0 million plus an unlimited amount subject to a consolidated secured net leverage ratio of 3.25 to 1.00. The Credit Agreement replaced a previous 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. We repaid all outstanding obligations under the Prior Credit Agreement, and expenses and fees in connection therewith. See Note 11 — Long-Term Debt for a further description of the Credit Agreement. The Company had a total of $845.7 million available under the Facility as of both July 31, 2026 and April 30, 2026, after $4.3 million of standby letters of credit were issued as of both July 31, 2026 and April 30, 2026. The Company had a total of $14.4 million and $15.5 million of standby letters with other financial institutions as of July 31, 2026 and April 30, 2026, respectively. The standby letters of credit were generally issued as a result of entering into office premise leases.

Previous wording

On December 8, 2014, the Board adopted a dividend policy to distribute to our stockholders a regular quarterly cash dividend of $0.10 per share. Every quarter since the adoption of the dividend policy, the Company has declared a quarterly dividend. On June 21, 2021 and 2022, the Board increased the quarterly dividend to $0.12 per share and $0.15 per share, respectively. On June 26, 2023, the Board approved an increase of 20% in the quarterly dividend, which increased the quarterly dividend to $0.18 per share. On December 5, 2023, the Board approved an increase of 83% in the quarterly dividend, which increased the quarterly dividend to $0.33 per share. On June 12, 2024, the Board approved an increase in the quarterly dividend to $0.37 per share. On March 10, 2025, the Board approved a further increase of 30% in the quarterly dividend, which increased the quarterly dividend to $0.48 per share. On March 5, 2026, the Board approved a 15% increase in the quarterly dividend, which increased the quarterly dividend to $0.55 per share. The Credit Agreement permits us to pay dividends to our stockholders and make share repurchases so long as there is no default under the Credit Agreement, our total funded debt to adjusted EBITDA ratio (as set forth in the 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 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"). Furthermore, our Notes allow us to pay $25.0 million of dividends per fiscal year with no restrictions plus an unlimited amount of dividends so long as our consolidated total leverage ratio 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 and will depend upon many factors, including our earnings, capital requirements, financial conditions, the terms of our indebtedness and other factors our Board may deem to be relevant. Our Board may, however, amend, revoke or suspend our dividend policy at any time and for any reason.

Current wording

On December 8, 2014, the Board adopted a dividend policy to distribute to our stockholders a regular quarterly cash dividend of $0.10 per share. Every quarter since the adoption of the dividend policy, the Company has declared a quarterly dividend. On June 21, 2021 and 2022, the Board increased the quarterly dividend to $0.12 per share and $0.15 per share, respectively. On June 26, 2023, the Board approved an increase of 20% in the quarterly dividend, which increased the quarterly dividend to $0.18 per share. On December 5, 2023, the Board approved an increase of 83% in the quarterly dividend, which increased the quarterly dividend to $0.33 per share. On June 12, 2024, the Board approved an increase in the quarterly dividend to $0.37 per share. On March 10, 2025, the Board approved a further increase of 30% in the quarterly dividend, which increased the quarterly dividend to $0.48 per share. On March 5, 2026, the Board approved a 15% increase in the quarterly dividend, which increased the quarterly dividend to $0.55 per share. The A&R Credit Agreement permits us to pay dividends to our stockholders and make share repurchases so long as there is no default under the A&R Credit Agreement, our total funded debt to adjusted EBITDA ratio (as set forth in the A&R 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 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 declaration and payment of future dividends under the quarterly dividend program will be at the discretion of the Board and will depend upon many factors, including our earnings, capital requirements, financial conditions, the terms of our indebtedness and other factors our Board may deem to be relevant. Our Board may, however, amend, revoke or suspend our dividend policy at any time and for any reason.

Previous wording

On September 18, 2025, our Board approved an increase to the share repurchase program of $250.0 million, which at the time brought our available capacity to repurchase shares in the open market or privately negotiated transactions to $331.4 million. The Company repurchased approximately $37.2 million and $74.0 million of the Company’s stock during the nine months ended January 31, 2026 and 2025, respectively. As of January 31, 2026, $306.6 million remained available for common stock repurchases under our share repurchase program. Any decision to continue to execute our currently outstanding share repurchase program will depend on our earnings, capital requirements, financial condition and other factors considered relevant by our Board.

Current wording

On September 18, 2025, our Board approved an increase to the share repurchase program of $250.0 million, which at the time brought our available capacity to repurchase shares in the open market or privately negotiated transactions to $331.4 million. The Company made no repurchases of the Company’s stock during the three months ended July 31, 2026. The Company repurchased approximately $9.9 million of the Company’s stock during the three months ended July 31, 2025. As of July 31, 2026, $227.7 million remained available for common stock repurchases under our share repurchase program. Any decision to continue to execute our currently outstanding share repurchase program will depend on our earnings, capital requirements, financial condition and other factors considered relevant by our Board.

Previous wording

Our primary source of liquidity is the fee revenue generated from our operations, supplemented by our borrowing capacity under our Credit Agreement. Our performance is subject to the general level of economic activity in the geographic regions and the industries we service. We believe, based on current economic conditions, that our cash on hand and funds from operations and the Credit Agreement will be sufficient to meet anticipated working capital, capital expenditures, general corporate requirements, debt repayments, share repurchases and dividend payments under our dividend policy during the next 12 months and thereafter for the foreseeable future. However, if the national or global economy, credit market conditions and/or labor markets were to deteriorate in the future, including as a result of ongoing macroeconomic uncertainty due to inflation and a potential recession, such changes have and could put further negative pressure on demand for our services and affect our operating cash flows. If these conditions were to persist over an extended period of time, we may incur negative cash flows and it might require us to access additional borrowings under the Credit Agreement to meet our capital needs and/or discontinue our share repurchases and dividend policy.

Current wording

Our primary source of liquidity is the fee revenue generated from our operations, supplemented by our borrowing capacity under our A&R Credit Agreement. Our performance is subject to the general level of economic activity in the geographic regions and the industries we service. We believe, based on current economic conditions, that our cash on hand and funds from operations and the A&R Credit Agreement will be sufficient to meet anticipated working capital, capital expenditures, general corporate requirements, debt repayments, share repurchases and dividend payments under our dividend policy during the next 12 months and thereafter for the foreseeable future. However, if the national or global economy, credit market conditions and/or labor markets were to deteriorate in the future, including as a result of ongoing macroeconomic uncertainty due to inflation and a potential recession, such changes have put and could continue to put, further negative pressure on demand for our services and affect our operating cash flows. If these conditions were to persist over an extended period of time, we may incur negative cash flows and it might require us to access additional borrowings under the A&R Credit Agreement to meet our capital needs and/or discontinue our share repurchases and dividend policy.

Previous wording

Cash and cash equivalents and marketable securities were $1,218.5 million and $1,277.0 million as of January 31, 2026 and April 30, 2025, respectively. Net of amounts held in trust for deferred compensation plans and accrued bonuses, cash and marketable securities were $685.5 million and $667.3 million at January 31, 2026 and April 30, 2025, respectively. As of January 31, 2026 and April 30, 2025, we held $426.2 million and $405.2 million, respectively, of cash and cash equivalents in foreign locations, net of amounts held in trust for deferred compensation plans and to pay accrued bonuses. Cash and cash equivalents consist of cash and highly liquid investments purchased with original maturities of three months or less. Marketable securities consist of mutual funds and may include investments in commercial paper, corporate notes/bonds and U.S. Treasury and Agency securities. The primary objectives of our investment in mutual funds are to meet the obligations under certain of our deferred compensation plans, while the commercial paper, corporate notes/bonds and U.S. Treasury and Agency securities are available for general corporate purposes.

Current wording

Cash and cash equivalents and marketable securities were $1,051.1 million and $1,381.5 million as of July 31, 2026 and April 30, 2026, respectively. Net of amounts held in trust for deferred compensation plans and accrued bonuses, cash and cash equivalents and marketable securities were $689.7 million and $728.9 million at July 31, 2026 and April 30, 2026, respectively. As of July 31, 2026 and April 30, 2026, we held $453.5 million and $432.3 million, respectively, of cash and cash equivalents in foreign locations, net of amounts held in trust for deferred compensation plans and to pay accrued bonuses. Cash and cash equivalents consist of cash and highly liquid investments purchased with original maturities of three months or less. Marketable securities consist of mutual funds in both July 31, 2026 and April 30, 2026, and as of April 30, 2026 also include investments in commercial paper, corporate notes/bonds and U.S. Treasury and Agency securities. The primary objectives of our investment in mutual funds are to meet the obligations under certain of our deferred compensation plans, while the commercial paper, corporate notes/bonds and U.S. Treasury and Agency securities are available for general corporate purposes.

Previous wording

As of January 31, 2026 and April 30, 2025, marketable securities of $280.1 million and $270.0 million, respectively, included equity securities of $238.0 million (net of gross unrealized gains of $39.6 million and gross unrealized losses of $0.9 million) and $230.4 million (net of gross unrealized gains of $27.7 million and gross unrealized losses of $0.6 million), respectively, and were held in trust for settlement of our obligations under certain deferred compensation plans, of which $223.5 million and $218.0 million, respectively, are classified as non-current. These marketable securities were held to satisfy vested obligations totaling $220.0 million and $205.3 million as of January 31, 2026 and April 30, 2025, respectively. Unvested obligations under the deferred compensation plans totaled $18.8 million and $19.5 million as of January 31, 2026 and April 30, 2025, respectively.

Current wording

As of July 31, 2026 and April 30, 2026, marketable securities of $250.2 million and $286.0 million, respectively, included equity securities of $250.2 million (net of gross unrealized gains of $8.1 million and gross unrealized losses of $0.8 million) and $243.6 million (net of gross unrealized gains of $42.7 million and gross unrealized losses of $1.4 million), respectively, and were held in trust for settlement of our obligations under certain deferred compensation plans, of which $234.8 million and $230.2 million, respectively, are classified as non-current. These marketable securities were held to satisfy vested obligations totaling $235.2 million and $222.1 million as of July 31, 2026 and April 30, 2026, respectively. Unvested obligations under the deferred compensation plans totaled $18.6 million and $18.9 million as of July 31, 2026 and April 30, 2026, respectively.

Previous wording

Our working capital (current assets less current liabilities) was $898.9 million as of January 31, 2026 and $794.5 million as of April 30, 2025. The net increase in our working capital of $104.4 million as of January 31, 2026 compared to April 30, 2025 was primarily attributable to a decrease in compensation and benefits payable, as well as increases in accounts receivable and income taxes and other receivables. These changes were partially offset by a decrease in cash and cash equivalents. The decrease in compensation and benefits payable and cash and cash equivalents was primarily due to payments of annual bonuses earned in fiscal 2025 and paid during the first quarter of fiscal 2026. The increase in accounts receivable was due to an increase in days of sales outstanding, which went from 58 days to 67 days (which is consistent with historical experience). Income taxes and other receivables increased primarily due to large tax payments made in fiscal 2026 and lease incentives we expect to receive within a year due to the modification of an office lease that we entered into in the second quarter of fiscal 2026. Cash provided by operating activities was $117.5 million in the nine months ended January 31, 2026 compared to cash provided by operating activities of $108.5 million in the nine months ended January 31, 2025.

Current wording

Our working capital (current assets less current liabilities) was $947.8 million as of July 31, 2026 and $924.0 million as of April 30, 2026. The net increase in our working capital of $23.8 million as of July 31, 2026 compared to April 30, 2026 was primarily attributable to decreases in compensation and benefits payable and other accrued liabilities, as well as an increase in accounts receivable. These changes were partially offset by decreases in cash and cash equivalents and marketable securities. The decrease in compensation and benefits payable and cash and cash equivalents was primarily due to payments of annual bonuses earned in fiscal 2026 and paid during the first quarter of fiscal 2027. Other accrued liabilities decreased primarily due to a decrease in deferred revenue, while accounts receivable increased due to an increase in days of sales outstanding, which went from 54 days to 61 days (which is consistent with historical experience). Marketable securities decreased primarily due to liquidation of our marketable fixed income (debt) securities as of July 31, 2026. Cash used in operating activities was $247.6 million in the three months ended July 31, 2026 compared to $237.4 million in the year-ago quarter.

Previous wording

Cash used in financing activities was $131.0 million in the nine months ended January 31, 2026 compared to $146.4 million in the nine months ended January 31, 2025. The decrease in cash used in financing activities was primarily due to lower repurchases of the Company’s common stock of $36.3 million, partially offset by an increase in dividends paid to stockholders of $17.8 million and higher payments of tax withholding on restricted stock of $2.0 million in the nine months ended January 31, 2026 compared to the year-ago period.

Current wording

Cash used in financing activities was $52.5 million in the three months ended July 31, 2026 compared to $51.6 million in the three months ended July 31, 2025. Cash used in financing activities increased by $0.9 million primarily due to increases in payments of tax withholdings on restricted stock and dividends paid to stockholders of $6.2 million and $4.0 million, respectively, offset by a decrease in repurchases of common stock of $9.6 million.

Previous wording

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 31, 2026 and April 30, 2025, we held contracts with gross cash surrender value of $358.1 million and $325.5 million, respectively. Total outstanding borrowings against the CSV of COLI contracts was $72.6 million and $72.8 million as of January 31, 2026 and April 30, 2025, respectively. 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 31, 2026 and April 30, 2025, the net cash surrender value of these policies was $285.5 million and $252.6 million, respectively.

Current wording

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 July 31, 2026 and April 30, 2026, we held contracts with gross cash surrender value of $377.0 million and $361.2 million, respectively. Total outstanding borrowings against the cash surrender value (“CSV”) of COLI contracts were $72.1 million and $72.2 million as of July 31, 2026 and April 30, 2026, respectively. Such borrowings do not require annual principal repayments, bear interest primarily at variable rates and are secured by the CSV of COLI contracts. At July 31, 2026 and April 30, 2026, the net cash value of these policies was $304.9 million and $289.1 million, respectively.

Previous wording

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 our Form 10-K. There have been no material changes in our critical accounting policies since the end of fiscal 2025.

Current wording

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 2026.