{"filing":{"accession_number":"0001193125-26-378508","cik":"0000056679","ticker":"KFY","company_name":"KORN FERRY","form":"8-K","filing_date":"2026-09-01","report_date":"2026-09-01","primary_document":"d122525d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/56679/000119312526378508/d122525d8k.htm"},"events":[{"id":31036,"run_id":28465,"accession_number":"0001193125-26-378508","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"summary":"Korn Ferry completed its acquisition of AMS (Auxey Holdco Limited) on September 1, 2026, for approximately £473 million and $326 million in cash plus 3,118,628 shares of common stock, with AMS becoming an indirect wholly owned subsidiary. The transaction creates a global leader combining nearly 17,000 colleagues across 130+ offices in talent and organizational consulting.","company_name":"KORN FERRY","ticker":"KFY","filing_date":"2026-09-01","form":"8-K","submitted_at":null,"items":[{"id":33813,"accession_number":"0001193125-26-378508","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"Korn Ferry completed its acquisition of AMS (Auxey Holdco Limited) on September 1, 2026, with AMS becoming an indirect wholly owned subsidiary. The transaction involved approximately £473 million and $326 million in cash consideration plus issuance of 3,118,628 shares of common stock. This is a material acquisition disclosed under Item 2.01 that creates a global leader combining nearly 17,000 colleagues across 130+ offices, clearly meeting the threshold for material M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:40:03.229790+00:00","company_name":"","ticker":null,"filing_date":""},{"id":33814,"accession_number":"0001193125-26-378508","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 discloses the issuance of 3,118,628 shares of Korn Ferry common stock to sellers as part of the AMS acquisition consideration. While this is technically part of an M\u0026A transaction (referenced to Item 2.01), the Item 3.02 section specifically focuses on the unregistered equity issuance itself, which is exempt under Section 4(a)(2) of the Securities Act. The issuance of a substantial number of shares as acquisition consideration represents a dilutive equity issuance material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:40:03.229790+00:00","company_name":"","ticker":null,"filing_date":""},{"id":33815,"accession_number":"0001193125-26-378508","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the completion of Korn Ferry's acquisition of AMS from OMERS Private Equity, announced on September 1, 2026. The press release details the closing of the transaction, including consideration paid (approximately £473 million and $326 million in cash plus 3,118,628 shares of common stock), and describes the combined entity as creating \"a global leader in talent and organizational consulting\" with nearly 17,000 colleagues. This is a material acquisition completion that would significantly affect investor assessment of the registrant's size, scope, and strategic direction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:40:03.229790+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":33813,"accession_number":"0001193125-26-378508","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"Korn Ferry completed its acquisition of AMS (Auxey Holdco Limited) on September 1, 2026, with AMS becoming an indirect wholly owned subsidiary. The transaction involved approximately £473 million and $326 million in cash consideration plus issuance of 3,118,628 shares of common stock. This is a material acquisition disclosed under Item 2.01 that creates a global leader combining nearly 17,000 colleagues across 130+ offices, clearly meeting the threshold for material M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:40:03.229790+00:00","company_name":"KORN FERRY","ticker":"KFY","filing_date":"2026-09-01"},{"id":33814,"accession_number":"0001193125-26-378508","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 discloses the issuance of 3,118,628 shares of Korn Ferry common stock to sellers as part of the AMS acquisition consideration. While this is technically part of an M\u0026A transaction (referenced to Item 2.01), the Item 3.02 section specifically focuses on the unregistered equity issuance itself, which is exempt under Section 4(a)(2) of the Securities Act. The issuance of a substantial number of shares as acquisition consideration represents a dilutive equity issuance material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:40:03.229790+00:00","company_name":"KORN FERRY","ticker":"KFY","filing_date":"2026-09-01"},{"id":33815,"accession_number":"0001193125-26-378508","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the completion of Korn Ferry's acquisition of AMS from OMERS Private Equity, announced on September 1, 2026. The press release details the closing of the transaction, including consideration paid (approximately £473 million and $326 million in cash plus 3,118,628 shares of common stock), and describes the combined entity as creating \"a global leader in talent and organizational consulting\" with nearly 17,000 colleagues. This is a material acquisition completion that would significantly affect investor assessment of the registrant's size, scope, and strategic direction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T20:40:03.229790+00:00","company_name":"KORN FERRY","ticker":"KFY","filing_date":"2026-09-01"}]}
