Korn Ferry (KFY) Exec Michael Distefano Receives Awards, Sells Shares

What Happened
Michael Distefano, Chief Executive Officer of Professional Search & Interim at Korn Ferry (KFY), received awards and had shares withheld to satisfy tax obligations. On July 10, 2026 he was granted/awarded 16,750 restricted shares (no cash paid). On July 13, 2026 he received 35,770 shares upon settlement of Relative TSR performance units. To satisfy withholding/tax obligations, 18,200 shares and 5,926 shares were surrendered/treated as disposed on July 13, 2026 at $75.39/share — proceeds/value of the withheld shares total about $1,818,859. These filings were reported on Form 4 filed July 14, 2026.

Key Details

• Transactions:
  • 2026-07-10: Award/acquisition of 16,750 shares @ $0.00 (grant of restricted stock).
  • 2026-07-13: Settlement/acquisition of 35,770 shares @ $0.00 (Relative TSR performance units).
  • 2026-07-13: 18,200 shares withheld/disposed @ $75.39 = $1,372,098 (tax withholding).
  • 2026-07-13: 5,926 shares withheld/disposed @ $75.39 = $446,761 (tax withholding).
• Total shares acquired (awards/settlement): 52,520. Total shares withheld/disposed for taxes: 24,126; total value withheld ≈ $1.82M.
• Notable footnotes:
  • F4: 35,770 shares were settled from Relative TSR performance units (granted 7/11/2023).
  • F5 & F6: The 18,200 and 5,926 share disposals are reductions to satisfy issuer tax withholding on the settlement (7/13/2026) and vesting (7/13/2026) respectively.
  • F1: The 16,750 restricted shares vest in four equal annual installments beginning July 10, 2027.
  • F3: Reporting includes 557 shares previously acquired under the Employee Stock Purchase Plan (not previously reported).
• Shares owned after transaction: Not specified in the Form 4 filing.
• Timeliness: Form 4 filed 2026-07-14 reporting transactions through 2026-07-13 — filing appears timely.

Context
These transactions reflect award settlements and routine tax-withholding (not open-market sales). The disposals were institutional/administrative (to cover withholding) rather than discretionary market sales; the awards include performance-based units and time-based restricted stock with future vesting.