KORN FERRY

July 31, 2026

1. Organization and Summary of Significant Accounting Policies

Nature of Business

Korn Ferry, a Delaware corporation, and its subsidiaries (the “Company”) is a global consulting firm that powers individual and business performance. The impact the Company creates spans entire organizations, but it always starts with people. Korn Ferry works across the full organization—from strategy and leadership to hiring, development, rewards, and the roles, skills and workforce models needed for the future. Korn Ferry works across and connects individual parts of that system. By aligning leaders, teams and organizations around a common definition of success, Korn Ferry helps organizations make better decisions, execute with confidence and achieve stronger outcomes.

Beginning in fiscal 2027, the Company realigned its organizational structure from a solution-based presentation to a reporting model by geography, with the following three reportable segments: (i) Americas, (ii) Europe, Middle East and Africa (“EMEA”), and (iii) Asia Pacific (“APAC”). Through these reportable segments Korn Ferry delivers services through three Solution groups: (i) Search (Executive Search and Professional Search), (ii) Talent & Organizational Solutions (Consulting and Digital), and (iii) Workforce Solutions (Recruitment Process Outsourcing and Interim). These solutions reflect the breadth of the Company's expertise and allow the Company to develop deep specialization, build proprietary insight and innovate within the Company’s areas of focus. They are further strengthened by industry, functional and regional expertise that gives Korn Ferry a practical understanding of the market dynamics, leadership challenges, workforce trends and competitive forces shaping organizations around the world. Centralized corporate functions help connect expertise, intelligence and delivery across the firm, driving alignment, connectivity and scale. The Company believes this realigned structure better reflects how work is delivered across the firm, aligns more closely with how clients buy Korn Ferry services and supports the Company’s We Are Korn Ferry operating model. Segment results for the three months ended July 31, 2025 have been recast to reflect the change in reportable segments.

Basis of Consolidation and Presentation

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended April 30, 2026 for the Company and its wholly and majority owned/controlled domestic and international subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The preparation of the condensed consolidated financial statements conform with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X and prevailing practice within the Company's different industries. The accompanying condensed consolidated financial statements include all adjustments consisting of normal recurring accruals and any other adjustments that management considers necessary for a fair presentation of the results for these periods. The results of operations for the interim period are not necessarily indicative of the results for the entire fiscal year or any other period.

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

Use of Estimates and Uncertainties

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

Revenue Recognition

Substantially all fee revenue is derived from (1) Talent & Organizational Solutions, either stand-alone or as part of a solution, (2) Search engagements performed on a retained basis and (3) Workforce Solutions on an interim basis or high-volume outsourced hiring.

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

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

Talent & Organizational Solutions fee revenue is also generated from intellectual property (“IP”)-based software products that enable large-scale talent programs for pay, talent development, engagement, and assessment and are consumed directly by an end user or indirectly through a consulting engagement. Fee revenue is recognized as services are delivered and the Company has a legally enforceable right to payment. Fee revenue also comes from subscriptions and licenses of the Company’s products, which are recognized over the term of the contract.

Fee revenue from Search is generally one-third of the estimated first-year cash compensation of the placed candidate, plus a percentage of the fee to cover indirect engagement-related expenses. In addition to the retainer, an uptick fee is billed when the actual compensation awarded by the client for a placement is higher than the estimated compensation. In the aggregate, upticks have historically been a relatively consistent percentage of the original estimated fee; therefore, the Company estimates upticks using the expected value method based on historical data on a portfolio basis. In a standard search engagement, there isone performance obligation, which is the promise to undertake a search. The Company generally recognizes such fee revenue over the course of a search and when it is legally entitled to payment as outlined in the billing terms of the contract. Any fee revenue associated with services that are provided on a contingent basis are recognized once the contingency is resolved, as this is when control is transferred to the customer. These assumptions determine the timing of revenue recognition for the reported period.

Workforce Solutions offers recruitment services for interim roles or high-volume outsourced hiring. Interim roles are short-term in duration, generally averaging about 9 to 10 months. Generally, each interim role is a separate performance obligation. The Company recognizes fee revenue over the duration that the interim resources’ services are provided which also aligns to the contracted invoicing plan and enforceable right to payment. High-volume outsourced hiring fee revenue is generated throughtwo distinct phases: (1) the implementation phase and (2) the post-implementation recruitment phase. The fees associated with the implementation phase are recognized over the period that the related implementation services are provided. The post-implementation recruitment phase represents end-to-end recruiting services to clients for which there are both fixed and variable fees, which are recognized over the period that the related recruiting services are performed.

Allowance for Doubtful Accounts

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

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. As of July 31, 2026 and April 30, 2026, the Company’s investments in cash equivalents consisted of money market funds with initial maturity of less than 90 days for which market prices are readily available. The Company maintains its cash and cash equivalents in bank accounts that exceed federally insured FDIC limits. The Company has not experienced any losses in such accounts.

Marketable Securities

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

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

The Company also invests cash in excess of its daily operating requirements and capital needs primarily in marketable fixed income (debt) securities in accordance with the Company’s investment policy, which restricts the type of investments that can be made. The Company’s investment portfolio may include commercial paper, corporate notes/bonds and U.S. Treasury and Agency securities. These marketable fixed income (debt) securities are classified as available-for-sale securities based on management’s decision, at the date such securities are acquired, not to hold these securities to maturity or actively trade them. The Company carries these marketable debt securities at fair value based on the market prices for these marketable debt securities or similar debt securities whose prices are readily available. The changes in fair values, net of applicable taxes, are recorded as unrealized gains or losses as a component of comprehensive income unless the change is due to credit loss. A credit loss is recorded in the condensed consolidated statements of income in other income, net; any amount in excess of the credit loss is recorded as unrealized losses as a component of comprehensive income. Generally, the amount of the loss is the difference between the cost or amortized cost and its then current fair value; a credit loss is the difference between the discounted expected future cash flows to be collected from the debt security and the cost or amortized cost of the debt security. During the three months ended July 31, 2026 and 2025, no amount was recognized as a credit loss for the Company’s available-for-sale debt securities. As of July 31, 2026, the Company does not hold marketable securities classified as available-for-sale.

Fair Value of Financial Instruments

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

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

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

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

As of July 31, 2026 and April 30, 2026, the Company held certain assets that are required to be measured at fair value on a recurring basis. These included cash equivalents, accounts receivable, marketable securities and foreign currency forward contracts. The carrying amount of cash equivalents and accounts receivable approximates fair value due to the short-term maturity of these instruments. The fair values of marketable securities classified as equity securities are obtained from quoted market prices, and the fair values of marketable securities classified as available-for-sale and foreign currency forward contracts are obtained from a third party, which are based on quoted prices or market prices for similar assets and financial instruments.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the net assets acquired. Goodwill is tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. Results of the annual qualitative test performed as of February 1, 2026, indicated that the fair value of each of the reporting units exceeded its carrying value and no indicators of impairment were identified. As a result, no impairment charge was recognized. The Company also completed a quantitative test for potential goodwill impairment both immediately prior and subsequent to the change in segment reporting effective May 1, 2026 and determined that there was no impairment. As part of the quantitative impairment test, the fair value of each of the Company's reporting units was determined using a combination of valuation techniques, including a discounted cash flow methodology and the market approach, which utilized using observable market data, such as comparable companies in similar lines of business that are publicly traded or which are part of a public or private transaction (to the extent available). Results of the quantitative impairment test indicated that the fair value of each of the reporting units exceeded its carrying amount and no reporting units identified indicators of impairment. As a result, no impairment charge was recognized. As of July 31, 2026 and April 30, 2026, there wereno indicators of potential impairment with respect to the Company’s goodwill that would require further testing for impairment.

Intangible assets primarily consist of customer lists, non-compete agreements, proprietary databases and IP. Intangible assets are recorded at their estimated fair value at the date of acquisition and are amortized in a pattern in which the asset is consumed if that pattern can be reliably determined, or using the straight-line method over their estimated useful lives, which range fromone to 24 years. For intangible assets subject to amortization, an impairment loss is recognized if the carrying amount of the intangible assets is not recoverable and exceeds fair value. The carrying amount of the intangible assets is considered not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from use of the asset. The Company reviewed its intangible assets and didnot identify any indicators of impairment as of July 31, 2026 and April 30, 2026.

Earnings Per Share

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

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

Recently Adopted Accounting Standards

In July 2025, the Financial Accounting Standards Board (“FASB”) issued an amendment to the accounting update for the measurement of credit losses for accounts receivable and contract assets. The amendment provides an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The amendment is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which the financial statements have not yet been issued or made available for issuance. The Company adopted this guidance in the interim periods beginning in fiscal 2027. The adoption of this guidance did not have a material impact on the condensed consolidated financial statements.

Recent Accounting Standards - Not Yet Adopted

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

In September 2025, the FASB issued an amendment to the accounting update for internal-use software. The new amendment removes all references to prescriptive and sequential software development stages and requires the Company to start capitalizing software costs when (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The amendment is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact of this accounting guidance on the condensed consolidated financial statements.

2. Basic and Diluted Earnings Per Share

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

During both the three months ended July 31, 2026 and 2025, restricted stock awards of 0.7 million shares were outstanding but not included in the computation of diluted earnings per share because they were anti-dilutive.

3. Comprehensive Income

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

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

The following table summarizes the changes in each component of accumulated other comprehensive loss, net for the three months ended July 31, 2026:

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

4. Employee Stock Plans

Stock-Based Compensation

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

Restricted Stock

Restricted stock activity during the three months ended July 31, 2026 is summarized below:

As of July 31, 2026, there were 0.8 million shares outstanding relating to market-based restricted stock units with total unrecognized compensation totaling $47.4 million.

As of July 31, 2026, there was $126.0 million of total unrecognized compensation cost related to all non-vested awards of restricted stock, which is expected to be recognized over a weighted-average period of 2.8 years. During the three months ended July 31, 2026 and 2025,330,514 shares and 254,047 shares of restricted stock totaling $24.9 million and $18.7 million, respectively, were repurchased by the Company, at the option of employees, to pay for taxes related to the vesting of restricted stock.

Employee Stock Purchase Plan

During the three months ended July 31, 2026 and 2025, employees purchased 67,843 shares at $59.92 per share and 63,001 shares at $66.00 per share, respectively, under the ESPP. As of July 31, 2026, the ESPP had approximately 1.3 million shares remaining available for future issuance.

Common Stock

During the three months ended July 31, 2025, the Company repurchased (on the open market or through privately negotiated transactions)145,770 shares of the Company’s common stock for $9.9 million. There wereno repurchases of the Company's common stock during the three months ended July 31, 2026.

Cash Dividends

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

5. Financial Instruments

The following tables show the Company’s financial instruments and balance sheet classification as of July 31, 2026 and April 30, 2026:

As of July 31, 2026, the Company didnot hold marketable securities classified as available-for-sale. During the three months ended July 31, 2026 and 2025, there were $45.9 million and $8.8 million in sales/maturities of available-for-sale marketable securities, respectively. Investments in marketable securities that are held in trust for settlement of the Company’s vested obligations under the ECAP are equity securities and are based upon the investment selections the employee elects from a pre-determined set of securities in the ECAP and the Company invests in equity securities to mirror these elections. As of July 31, 2026 and April 30, 2026, the Company’s investments in equity securities consisted of mutual funds for which market prices are readily available. Unrealized losses that relate to equity securities still held as of July 31, 2026 were $34.0 million, while unrealized gains that related to equity securities as of July 31, 2025 were $10.3 million.

6. Deferred Compensation and Retirement Plans

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

The components of net periodic benefit costs are as follows:

The Company purchased company-owned life insurance (“COLI”) contracts insuring the lives of certain employees eligible to participate in the deferred compensation and pension plans as a means of setting aside funds to cover such plans. The gross cash surrender value (“CSV”) of these contracts of $377.0 million and $361.2 million as of July 31, 2026 and April 30, 2026, respectively, is offset by outstanding policy loans of $72.1 million and $72.2 million in the accompanying condensed consolidated balance sheets as of July 31, 2026 and April 30, 2026. The CSV value of the underlying COLI investments increased by $2.5 million and $2.6 million during the three months ended July 31, 2026 and 2025, respectively, and was recorded as a decrease in compensation and benefits expense in the accompanying condensed consolidated statements of income.

The Company’s ECAP is intended to provide certain employees an opportunity to defer their salary and/or bonus on a pre-tax basis. In addition, the Company, as part of its compensation philosophy, makes discretionary contributions into the ECAP and such contributions may be granted to key employees annually based on the employee’s performance. Certain key members of management may also receive Company ECAP contributions upon commencement of employment. The Company amortizes these contributions on a straight-line basis over the service period, generally afive-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 overone-to-15 years. The ECAP amounts that are expected to be paid to employees over the next 12 months are classified as a current liability included in compensation and benefits payable on the accompanying condensed consolidated balance sheets.

The ECAP is accounted for whereby the changes in the fair value of the vested amounts owed to the participants are adjusted with a corresponding charge (or credit) to compensation and benefits costs. During the three months ended July 31, 2026 and 2025, deferred compensation liability increased; therefore, the Company recognized an increase in compensation expense of $5.2 million and $12.0 million, respectively. Offsetting the increases in compensation and benefits expense was an increase in the fair value of marketable securities (held in trust to satisfy obligations of the ECAP liabilities) of $4.8 million and $12.3 million during the three months ended July 31, 2026 and 2025, respectively, recorded in other income, net on the condensed consolidated statements of income (see Note 5 —Financial Instruments).

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 condensed consolidated balance sheets.

The following table outlines the Company’s contract asset and liability balances as of July 31, 2026 and April 30, 2026:

During the three months ended July 31, 2026, the Company recognized revenue of $89.1 million that was 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. As of July 31, 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 $1,327.9 million. Of the $1,327.9 million of remaining performance obligations, the Company expects to recognize approximately $483.3 million in the remainder of fiscal 2027, $423.7 million in fiscal 2028, $210.5 million in fiscal 2029 and the remaining $210.4 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 for clients to increase or decrease the scope of services and such changes do not increase or decrease a performance obligation until the Company has an enforceable right to payment.

Disaggregation of Revenue

The Company disaggregates its revenue by geography: Americas, EMEA and APAC. This information is presented in Note 10 — Segments. The following table provides further disaggregation of fee revenue by Solution Group:

8. Credit Losses

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

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, are as follows:

As of July 31, 2026, the Company didnot hold available-for-sale debt securities.

9. Income Taxes

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 the Company’s 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 year-ago quarter. The windfall is the amount by which the Company’s 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 the Company’s financial statements over the awards’ vesting period.

10. Segments

On May 1, 2026, Korn Ferry reassessed and realigned the Company’s organizational reporting structure from a solution-based presentation to a reporting model by geography, with the following three reportable segments: (i) Americas, (ii) EMEA, and (iii) APAC, to better reflect how work is delivered across the firm, align more closely with how clients buy Korn Ferry services, and support the Company's We Are Korn Ferry operating model. Following these changes, the Company reevaluated its segments to reflect certain changes in the financial information regularly reviewed by Company’s chief operating decision maker (“CODM”). As a result, the Company determined that its reportable segments were each of itsthree geographic regions. Segment results for the prior period have been recast to reflect the change in reportable segments.

Worldwide operations for the Americas, EMEA and APAC are managed by the respective geography Presidents who each report 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 CODM, who evaluates performance and allocates resources based on the 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 costs or charges occur, Adjusted EBITDA excludes restructuring charges, integration/acquisition costs, certain separation costs and certain non-cash charges (goodwill, intangible asset and other impairment charges). The CODM is not provided asset information by reportable segment, because asset information is not used for purposes of evaluating segment performance or allocating resources among segments.

Financial highlights by reportable segments are as follows:

(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.

(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 integration/acquisition costs as they are excluded from Adjusted EBITDA.

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

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

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

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

Depreciation and amortization by reportable segments are as follows:

11. Long-Term Debt

4.625% Senior Unsecured Notes due 2027 (the “Notes”)

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

See Note 13 —Subsequent Events for updates on Notes.

Credit Facilities

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”). 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 Company repaid all outstanding obligations under the previous 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 Facility may also be prepaid and terminated early by the Company at any time without premium or penalty (subject to customary breakage fees). See Note 13 —Subsequent Events for updates on Credit Facilities.

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

As of July 31, 2026 and April 30, 2026, there wereno borrowings outstanding under the Facility, and the Company was in compliance with its debt covenants. The unamortized debt issuance costs associated with the Credit Agreement were $3.3 million as of July 31, 2026 and $3.6 million as of April 30, 2026. The Company had a total of $845.7 million available under the Facility for 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 of credit 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.

12. Leases

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

The components of lease expense were as follows:

Supplemental cash flow information related to leases was as follows:

Maturities of lease liabilities were as follows:

13. Subsequent Events

Credit Facility

On August 18, 2026 (the “Effective Date”), the Company entered into an amended and restated credit agreement (the “A&R Credit Agreement”) with Wells Fargo Bank, National Association as administrative agent, and other lender parties thereto, which amends and restates the Credit Agreement, among the Company, the lenders party thereto and Wells Fargo Bank, National Association as administrative agent. The A&R Credit Agreement amends and restates the Credit Agreement to, among other things, (1) provide for a $600 million senior secured term loan facility (the “Term Loan Facility”), (2) continue the Company’s existing $850 million senior secured revolving credit facility (the “Revolving Credit Facility”), and (3) set the maturity of the Term Loan Facility and the Revolving Credit Facility tofive years from the Effective Date. The obligations under the A&R Credit Agreement are secured by substantially all of the assets of the Company and those of its subsidiaries that are guarantors under the A&R Credit Agreement.

Amounts outstanding under the A&R 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 connection with its entry into the A&R Credit Agreement, the Company borrowed the full principal amount of the Term Loan Facility on the Effective Date. The Term Loan Facility requires quarterly principal payments starting December 31, 2026 of $3.75 million, increasing to $7.5 million starting on December 31, 2028, with the remaining outstanding principal due on August 18, 2031. The Company used $406 million of the proceeds from the Term Loan Facility to redeem all of the Company’s outstanding Notes at a redemption price equal to 100% of the outstanding principal amount of the Notes, together with accrued and unpaid interest, and to pay fees, commissions and expenses incurred in connection with the redemption of the Notes and the A&R Credit Agreement. The Company used the remaining $194 million of the proceeds from the Term Loan Facility and $440 million borrowed under the Revolving Credit Facility to fund a portion of the purchase price for the Company’s acquisition described in the following paragraph.

Acquisition

On September 1, 2026, the Company completed the acquisition of Auxey Holdco Limited (“AMS”) for $1.2 billion, consisting of $0.9 billion in cash (as consideration to the sellers, in repayment of AMS’s indebtedness, and in satisfaction of other AMS transaction obligations) and 3,118,628 shares of the Company’s common stock with a fair value of $0.3 billion. The Company used $0.3 billion from cash on hand and $0.6 billion borrowed under the A&R Credit Agreement for the Company’s acquisition. AMS is a UK-headquartered company that brings world-class capabilities in recruitment process outsourcing, early careers and campus recruiting, contingent workforce solutions, consulting and skills creation.

Quarterly Dividend Declaration

On September 8, 2026, the Board of Directors of the Company (the “Board”) declared a cash dividend of $0.55 per share with a payment date of October 15, 2026 to holders of the Company’s common stock of record at the close of business on September 22, 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.