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Cushman & Wakefield Ltd. (CWK)

CIK: 0001628369. SIC: 6500 Real Estate. Latest 10-K as of: 2026-02-19.

SIC breadcrumb: Finance, Insurance, And Real Estate > Real Estate > SIC 6500 Real Estate

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1628369. Latest filing source: 0001628369-26-000008.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue10,288,200,000USD20252026-02-19
Net income88,200,000USD20252026-02-19
Assets7,676,600,000USD20252026-02-19

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-19. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001628369.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Metric2016201720182019202020212022202320242025
Revenue6,923,900,0008,219,900,0008,751,000,0007,843,700,0009,388,700,00010,105,700,0009,493,700,0009,446,500,00010,288,200,000
Net income-221,300,000-185,800,000200,000-220,500,000250,000,000196,400,000-35,400,000131,300,00088,200,000
Operating income-171,100,00012,600,000187,300,000-53,100,000497,000,000535,100,000205,600,000338,900,000452,500,000
Diluted EPS-1.54-1.090.00-1.001.100.86-0.160.560.38
Assets6,546,000,0007,163,400,0007,337,900,0007,890,400,0007,949,300,0007,774,000,0007,549,200,0007,676,600,000
Liabilities5,185,900,0005,862,100,0006,242,300,0006,441,800,0006,287,200,0006,096,000,0005,793,800,0005,720,800,000
Stockholders' equity1,360,100,0001,301,300,0001,094,700,0001,447,800,0001,661,300,0001,677,400,0001,754,900,0001,955,300,000
Cash and cash equivalents382,300,000405,600,000895,300,000813,200,0001,074,800,000770,700,000644,500,000767,700,000793,300,000784,200,000
Net margin-3.20%-2.26%0.00%-2.81%2.66%1.94%-0.37%1.39%0.86%
Operating margin-2.47%0.15%2.14%-0.68%5.29%5.30%2.17%3.59%4.40%

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001628369.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-300.43reported discrete quarter
2022-Q32022-09-300.11reported discrete quarter
2023-Q12023-03-31-0.34reported discrete quarter
2023-Q22023-06-302,406,000,0005,100,0000.02reported discrete quarter
2023-Q32023-09-302,286,000,000-33,900,000-0.15reported discrete quarter
2023-Q42023-12-312,552,400,00069,800,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-312,184,800,000-28,800,000-0.13reported discrete quarter
2024-Q22024-06-302,288,000,00013,500,0000.06reported discrete quarter
2024-Q32024-09-302,344,200,00033,700,0000.14reported discrete quarter
2024-Q42024-12-312,629,500,000112,900,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-312,284,600,0001,900,0000.01reported discrete quarter
2025-Q22025-06-302,483,900,00057,300,0000.25reported discrete quarter
2025-Q32025-09-302,605,900,00051,400,0000.22reported discrete quarter
2025-Q42025-12-312,913,800,000-22,400,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-312,535,800,000-12,600,000-0.05reported discrete quarter

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001628369-26-000060.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-07. Report date: 2026-03-31.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim Condensed Consolidated Financial Statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q (“Quarterly Report”) and with our audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 (our “2025 Annual Report”).

As discussed in “Cautionary Note Regarding Forward-Looking Statements” below, the following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results may materially differ from those discussed in such forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in “Risk Factors” in Part I, Item 1A of our 2025 Annual Report and Part II, Item 1A in this Quarterly Report. Our fiscal year ends December 31.

Cautionary Note Regarding Forward-Looking Statements

Some of the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report may contain forward-looking statements that reflect our current views with respect to, among other things, future events, results and financial performance, which are intended to be covered by the safe harbor provisions for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. We also discuss those risks, uncertainties and other factors in our 2025 Annual Report in Part I, Item 1A.

These statements can be identified by the fact that they do not relate strictly to historical or current facts, and you can often identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expect,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seek,” “predict,” “intends,” “plans,” “estimates,” “anticipate,” “target,” “forecasts” or the negative version of those words or other comparable words. Any forward-looking statements contained in this Quarterly Report are based upon our historical performance and on our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. You should not place undue reliance on any forward-looking statements and should consider the following factors, as well as the factors discussed under “Risk Factors” in this Quarterly Report and in our 2025 Annual Report in Part I, Item 1A. The Company believes that these factors include, but are not limited to:

•disruptions in general macroeconomic conditions and global and regional demand for commercial real estate;

•risks associated with sociopolitical polarization and changes in political landscapes;

•social, geopolitical and economic risks associated with its international operations;

•foreign currency volatility;

•the seasonality of significant portions of its revenue and cash flow;

•its ability to recruit and retain qualified revenue-producing advisors and senior management;

•its ability to maintain and execute its information technology strategies;

•the increasing use of artificial intelligence (“AI”) technologies in its operations and client service offerings and the inadequate deployment and governance of these AI technologies;

•interruption or failure of its information technology, communications systems or data services;

•its vulnerability to potential breaches in security or other threats related to its information systems;

•its ability to comply with cybersecurity, AI governance and data privacy laws and regulations and other confidentiality obligations;

•the concentration of business with specific corporate clients;

•its ability to preserve, grow and leverage the value of its brand;

•its ability to compete globally, regionally and locally and its ability to cross-sell its services;

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•the extent to which infrastructure disruptions may affect its ability to provide its services;

•the failure of its mergers, acquisitions and investments to perform as expected or the lack of future acquisition opportunities;

•the potential impairment of its goodwill or equity method investments;

•its ability to comply with new and existing laws, regulations or licensing requirements;

•changes in tax legislation or tax rates and its ability to make correct determinations in complex and varied tax regimes;

•incremental tax risk associated with Bermuda’s limited network of international treaties;

•the failure of third parties performing on its behalf to comply with contract, regulatory or legal requirements;

•risks related to climate change and with respect to other environmental conditions;

•restrictions imposed on the Company by the agreements governing its indebtedness;

•its amount of indebtedness and the potential adverse impact on its available cash flow and the operation of its business;

•its ability to incur more indebtedness;

•litigation and regulatory risks;

•the fact that the rights of its shareholders may be limited or otherwise differ in certain respects from the rights afforded to shareholders of a U.S. corporation;

•risks related to its capital allocation strategy including current intentions to not pay cash dividends; and

•other risk factors identified elsewhere in this Quarterly Report and under Item 1A of Part I of its 2025 Annual Report.

The factors identified above should not be construed as an exhaustive list of factors that could affect our future results and should be read in conjunction with the other cautionary statements that are included in this Quarterly Report. The forward-looking statements made in this Quarterly Report are made only as of the date of this Quarterly Report. We do not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of events or circumstances, new information, future developments or otherwise after the date of this report, except as required by applicable securities laws.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. You should specifically consider the factors identified in this Quarterly Report that could cause actual results to differ before making an investment decision to purchase our common shares.

Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.

Overview

Cushman & Wakefield is a leading global commercial real estate services firm driven to solve complex problems for real estate occupiers and investors. Led by an experienced executive team, our approximately 53,000 employees in over 350 offices and nearly 60 countries provide exceptional problem-solving, advisory and execution across the built environment. Our business is focused on meeting the increasing demands of our clients through comprehensive global offerings including (i) Services, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other services.

Recent Developments and Outlook

Effective January 1, 2026, the Company will no longer report “service line fee revenue”, as well as the following non-GAAP financial measures: (i) Adjusted EBITDA margin, (ii) Segment operating expenses and (iii) Fee-based operating expenses. The Company also revised the definition of “Cost of gross contract reimbursables” to include reimbursed costs including client-dedicated labor, subcontractor costs and third-party consumables specific to cost-based client contracts. Such costs are now being reported as “Gross contract costs” and comparative periods have been recast to conform with the revised presentation and definition. These costs are presented on a gross basis in total costs and expenses (with the corresponding fees included in revenue) and primarily relate to Services. The changes are intended to better align the Company’s reporting of financial performance with industry competitors and

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enhance decision making by the Company’s management. In addition, the Company refined the allocation of corporate costs to better align with results from its reportable segments, which impacted previously reported Adjusted EBITDA by segment with no impact to consolidated results. The reporting changes had no impact on the Company’s total revenue, consolidated net income (loss), earnings (loss) per share or cash flows for any of the previously reported periods.

First Quarter Results:

•Revenue of $2.5 billion for the first quarter of 2026 increased 11% from the first quarter of 2025.

◦Services revenue increased 9%, reflecting sustained momentum across all segments, led by higher facilities management and project management revenue.

◦Leasing revenue increased 19%, driven primarily by growth in the Americas across all deal sizes, with continued strength in office and industrial leasing, including data centers.

◦Capital markets revenue increased 15%, marking our sixth consecutive quarter of double-digit growth. Americas Capital markets, up 22%, saw solid performance in the office sector.

◦Valuation and other revenue increased 9%.

•Net loss was $12.6 million for the first quarter of 2026 compared to net income of $1.9 million for the first quarter of 2025, a decline of $14.5 million. Diluted loss per share was $0.05 for the first quarter of 2026, down $0.06, compared to diluted earnings per share of $0.01 for the first quarter of 2025.

◦Recognized a non-cash settlement loss of $16.6 million related to a pension buy-out arrangement in the U.K. and a non-cash servicing liability of $11.8 million related to the amendment of our revolving accounts receivables securitization program (the “A/R Securitization”).

◦Adjusted EBITDA (as defined below) of $111.3 million increased $15.1 million or 16% from the first quarter of 2025.

•Liquidity as of March 31, 2026 was $1.6 billion, consisting of availability on the Company’s undrawn revolving credit facility of $1.0 billion and cash and cash equivalents of $0.6 billion.

Macroeconomic Trends and Uncertainty

Demand for our services is largely dependent on the relative strength of the global and regional commercial real estate markets, which are highly sensitive to general macroeconomic conditions. Improvements in several underlying macroeconomic factors drove growth and continued resilience in our business, as evidenced by revenue growth in each of our service lines. In the first quarter of 2026, we experienced sustained momentum in Services and a higher volume of brokerage transactions compared to the first quarter of 2025. Nonetheless, certain macroeconomic challenges and geopolitical uncertainties, including inflation, international trade policy and new or elevated tariffs, elevated levels of unemployment, rising energy costs and volatility in foreign currency exchange rates, have in the past and may in the future, negatively impact our business. For example, geopolitical uncertainty in the Middle East has had a limited impact on our business to date, but may result in delays in brokerage transactions

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-19. Report date: 2025-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related notes thereto included elsewhere in this Annual Report.

As discussed in “Cautionary Note Regarding Forward-Looking Statements” in this Annual Report, the following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results may materially differ from those discussed in such forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in “Risk Factors” in Part I, Item 1A in this Annual Report. Our fiscal year ends December 31.

Overview

Cushman & Wakefield is a leading global commercial real estate services firm driven to solve complex problems for real estate occupiers and investors. Led by an experienced executive team, our approximately 53,000 employees in over 350 offices and nearly 60 countries provide exceptional problem-solving, advisory and execution across the built environment. Our business is focused on meeting the increasing demands of our clients through comprehensive global offerings including (i) Services, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other services.

Recent Developments and Outlook

On November 27, 2025, we completed a court-approved scheme of arrangement in the U.K., pursuant to which a new Bermudan holding company, Cushman & Wakefield Ltd. became the sole shareholder of Cushman & Wakefield plc and the parent company of the entire group of Cushman & Wakefield companies (the “Redomiciliation”). The Redomiciliation resulted in the Cushman & Wakefield group parent company changing its jurisdiction of incorporation from England and Wales to Bermuda. This transaction has not and is not expected to have any material change on our day-to-day operations.

Year-to-Date Results:

•Revenue of $10.3 billion for the year ended December 31, 2025 increased 9% from the year ended December 31, 2024.

◦Services revenue increased 4% (or 6% excluding the impact of the sale of a non-core Services business in August 2024), reflecting continued momentum across all segments.

◦Leasing revenue increased 8%, driven primarily by office and industrial leasing in the Americas.

◦Capital markets revenue increased 19%, with strong performance across all segments and asset classes.

◦Valuation and other revenue increased 9%.

•Net income of $88.2 million for the year ended December 31, 2025 decreased $43.1 million from the year ended December 31, 2024. Diluted earnings per share for 2025 was $0.38 compared to $0.56 for 2024.

◦Recognized a one-time other-than-temporary impairment loss of $177.0 million on our investment in the Greystone JV.

◦Adjusted EBITDA (as defined below) of $656.2 million increased 13% from the year ended December 31, 2024.

•Net cash provided by operating activities of $340.4 million for 2025 increased $132.4 million from 2024.

•In 2025, we completed three repricings of our Term Loans due in 2030, achieving the lowest credit spread in the Company’s history. We also elected to prepay $300.0 million in principal outstanding under the Company’s Term Loans.

•Liquidity as of December 31, 2025 was $1.8 billion, consisting of availability on the Company’s undrawn revolving credit facility of $1.0 billion and cash and cash equivalents of $0.8 billion.

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Macroeconomic Trends and Uncertainty

Demand for our services is largely dependent on the relative strength of the global and regional commercial real estate markets, which are highly sensitive to general macroeconomic conditions. Improvements in several underlying macroeconomic factors drove growth and continued resilience in many asset classes and service lines in 2025, as evidenced by revenue growth in each of our service lines compared to 2024. In 2025, we experienced continued momentum in Services and a higher number of brokerage transactions. Nonetheless, certain macroeconomic challenges and uncertainties, including inflation, international trade policy and new or elevated tariffs, elevated levels of unemployment and volatility in foreign currency exchange rates, have in the past and may in the future, negatively impact our business. A delay or stall in any economic recovery, any future uncertainty, weakness or volatility in the credit markets, a decline in the U.S. or global economy, or the public perception that any of these events may occur, could further affect global and regional demand for commercial real estate, which would negatively affect the performance of some or all of our service lines. These macroeconomic trends and uncertainties are discussed further in this Part II, Item 7 and “Risk Factors” in Part I, Item 1A in this Annual Report.

Critical Accounting Policies and Estimates

Our Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP” or “GAAP”), which requires us to make estimates and assumptions that affect reported amounts. The estimates and assumptions are based on historical experience, current facts and circumstances, and on other factors that we believe to be reasonable. Actual results may differ from those estimates and assumptions. We review these estimates on a periodic basis to ensure reasonableness. We have identified all significant accounting policies in Note 2: Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements. The following are the critical accounting policies where estimates and assumptions could materially affect the application of the policies. The degree of judgment involved in these estimates can vary from period to period depending on the size, nature and complexity of the underlying transactions, as well as the level of estimation uncertainty required.

Recoverability of Equity Method Investments

The Company evaluates our equity method investments for other-than-temporary impairment on a quarterly basis, or more frequently if events or changes in circumstances warrant such an evaluation. These impairment indicators, among others, may include an actual or expected future decline in the operating results or cash flows of the underlying investee, or a significant adverse change in the economic or regulatory environment that may have an adverse effect on fair value.

If an impairment indicator is identified, the Company evaluates the investment for impairment. If an investment is considered other-than-temporarily impaired, the Company records the excess of the carrying value over the estimated fair value of the investment as an impairment charge within (Loss) earnings from equity method investments.

In determining the fair value of an equity method investment, the Company typically uses both an income approach, using a discounted cash flow (“DCF”) model based on current forecasts, and a market approach, using projected market multiples for comparable companies. The Company discounts forecasted cash flows according to the investee’s weighted average cost of capital at the date of evaluation. Preparation of forecasts and selection of certain assumptions, including the forecasted growth rates, forecasted profitability margins and discount rate, for use in the DCF model involve significant judgments, and changes in these estimates could affect the estimated fair value of the investment and the measurement of the Company’s other-than-temporary impairment charge in the current or future periods. The forecasted growth rates, forecasted profitability margins and discount rate are the assumptions that create the most sensitivity in the estimated fair value under the DCF model. In addition, we generally use market multiples obtained from quoted prices of comparable companies, applied to profits, to corroborate our DCF model results.

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Income Taxes

Income taxes are accounted for under the asset and liability method in accordance with Accounting Standards Codification (“ASC”) Topic 740, Income Taxes. Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax basis of assets and liabilities and operating loss and tax credit carry forwards. The carrying values of deferred tax assets and liabilities are measured by applying enacted tax rates and laws to taxable income in the years in which we expect those temporary differences to be recovered or settled. We recognize into income the effect on deferred tax assets and liabilities of a change in tax rates in the period that includes the enactment date.

Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. Considerations with respect to the realizability of deferred tax assets include the period of expiration of the deferred tax asset, historical earnings or losses and projected future taxable income by jurisdiction as well as tax liabilities for the tax jurisdiction to which the tax asset relates. Significant management judgment is required in determining the assumptions and estimates related to projected future taxable income, by relevant jurisdiction, including forecasted long term growth rates and forecasted profitability margins, as well as the expectations of the timing of reversal of existing temporary differences, among other secondary factors such as certain tax planning strategies. Valuation allowances are evaluated periodically and are subject to change in each future reporting period as a result of changes in various factors.

Our future effective tax rate is sensitive to changes in the mix of our geographic earnings, changes in local statutory tax rates, changes in the valuation of deferred taxes, or changes in tax laws, regulations or accounting principles in relevant jurisdictions, and could be adversely affected by these items.

Items Affecting Comparability

When reading our financial statements and the information included in this Annual Report, it should be considered that we have experienced, and continue to experience, several material trends and uncertainties that have affected our financial condition and results of operations and could affect future performance. We believe that the following material trends and uncertainties are important to understand the variability of our historical earnings and cash flows and any potential future variability.

Macroeconomic Conditions

Our results of operations are significantly impacted by economic trends, government policies and global and regional real estate markets. These include the following: overall economic activity, volatility of the financial markets, interest rates and inflation, demand for commercial real estate, the impact of tax and regulatory policies, the cost and availability of credit, international trade policy and tariffs, changes in employment rates and the geopolitical environment. Similarly, economic conditions in certain countries such as the United States or China can have significant influence on the commercial real estate sector across an entire region, impacting supply chains, cross-border investments and development activity in key markets.

Our diversified operating model helps to partially mitigate the negative effect of difficult market conditions on our margins as a substantial portion of our costs are variable compensation expenses, specifically commissions and bonuses paid to our professionals in our Leasing and Capital markets service lines, and the majority of revenue in our Services business is generated from long-term contracts. Nevertheless, ongoing adverse economic trends could pose significant risks to our operating performance and financial condition.

Acquisitions and Dispositions

Our results may include the incremental impact of completed transactions, which could impact the comparability of our results on a year-over-year basis. Our results could include incremental revenues and expenses following the completion of an acquisition, or comparable results could include revenues and expenses of recent dispositions. Additionally, there could be an adverse impact on net income for a period of time after the completion of an acquisition driven by transaction-related and integration expenses. From time to time, we use strategic and in-fill acquisitions, as well as joint ventures, to add new service capabilities, to increase our scale within existing capabilities and to expand our presence in new or existing geographic regions globally. As it relates to dispositions, results may include gains or losses on the disposition and we may incur incremental transaction-related costs that could have an adverse impact on net income.

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International Operations

Our business consists of service lines operating in multiple regions inside and outside of the U.S. Our international operations expose us to global economic trends, as well as foreign government tax, regulatory and policy measures.

Additionally, outside of the U.S., we generate earnings in other currencies and are subject to fluctuations relative to the USD. These currency fluctuations, most notably the Australian dollar, Singapore dollar, euro and British pound sterling, have positively and adversely affected our operating results measured in USD in the past and are likely to do so in the future. It can be difficult to compare period-over-period financial statements when the movement in currencies against the USD does not reflect trends in the local underlying business as reported in its local currency.

In order to assist our investors and improve comparability of results, we present the year-over-year changes in certain of our non-GAAP financial measures, such as Fee-based operating expenses and Adjusted EBITDA, in “local” currency. The local currency figures represent the year-over-year change assuming no movement in foreign exchange rates from the prior year. We believe that this provides our management and investors with another important view of comparability and trends in the underlying operating business.

Seasonality

A significant portion of our revenue is seasonal, especially for service lines such as Leasing and Capital markets. This impacts the comparison of our financial condition and results of operations on a quarter-by-quarter basis. Generally, our industry is focused on completing transactions by calendar year-end with a high concentration of activity in the last quarter of the calendar year while certain expenses are recognized more evenly throughout the calendar year. Historically, our revenue and operating income typically tend to be lowest in the first quarter, and highest in the fourth quarter of each year. Our Services business partially mitigates this intra-year seasonality, due to the recurring nature of this service line which generates more stable revenues throughout the year.

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Use of Non-GAAP Financial Measures

The Company has used the following measures, which are considered “non-GAAP financial measures” under SEC guidelines:

i.Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) and Adjusted EBITDA margin;

ii.Segment operating expenses and Fee-based operating expenses; and

iii.Local currency.

Management principally uses these non-GAAP financial measures to evaluate operating performance, develop budgets and forecasts, improve comparability of results and assist our investors in analyzing the underlying performance of our business. These measures are not measurements recognized under GAAP. When analyzing our operating results, investors should use them in addition to, but not as an alternative for, the most directly comparable financial results calculated and presented in accordance with GAAP. Because the Company’s calculation of these non-GAAP financial measures may differ from other companies, our presentation of these measures may not be comparable to similarly titled measures of other companies.

The Company believes that these measures provide a more complete understanding of ongoing operations, enhance comparability of current results to prior periods and may be useful for investors to analyze our financial performance. The measures eliminate the impact of certain items that may obscure trends in the underlying performance of our business. The Company believes that they are useful to investors for the additional purposes described below.

Adjusted EBITDA and Adjusted EBITDA margin: We have determined Adjusted EBITDA to be our primary measure of segment profitability. We believe that investors find this measure useful in comparing our operating performance to that of other companies in our industry because these calculations generally eliminate unrealized (gain) loss on investments, net, impairment of investments, loss on dispositions, net, acquisition related costs, cost savings initiatives, system implementation costs, loss (gain) from insurance proceeds, net of legal fees, non-operating items related to the Greystone JV and other non-recurring items. Adjusted EBITDA also excludes the effects of financings, income taxes and the non-cash accounting effects of depreciation and intangible asset amortization. Adjusted EBITDA margin, a non-GAAP measure of profitability as a percent of revenue, is measured against service line fee revenue.

Segment operating expenses and Fee-based operating expenses: Consistent with GAAP, reimbursed costs for certain customer contracts are presented on a gross basis in both revenue and operating expenses for which the Company recognizes substantially no margin. Total costs and expenses include segment operating expenses, as well as other expenses such as depreciation and amortization, impairment of investments, loss on dispositions, acquisition related costs, cost savings initiatives, system implementation costs and other non-recurring items. Segment operating expenses includes Fee-based operating expenses and Cost of gross contract reimbursables. We believe Fee-based operating expenses more accurately reflects the costs we incur during the course of delivering services to our clients and is more consistent with how we manage our expense base and operating margins.

Local currency: In discussing our results, we refer to percentage changes in local currency. These metrics are calculated by holding foreign currency exchange rates constant in year-over-year comparisons. Management believes that this methodology provides investors with greater visibility into the performance of our business excluding the effect of foreign currency rate fluctuations.

Adjustments to GAAP Financial Measures Used to Calculate Non-GAAP Financial Measures

During the periods presented in this Annual Report, we had the following adjustments:

Unrealized (gain) loss on investments, net represents net unrealized gains and losses on fair value investments.

Impairment of investments reflects certain one-time impairment charges related to investments, equity method investments or other assets.

Loss on dispositions, net reflects net gains and losses on the sale or disposition of businesses or investments as well as other transaction costs associated with the sales, which are not indicative of our core operating results given the low frequency of business dispositions by the Company.

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Acquisition related costs includes certain direct costs incurred in connection with acquiring businesses.

Cost savings initiatives primarily reflects severance and other one-time employment-related separation costs related to actions to reduce headcount across select roles to help optimize our workforce given the challenging macroeconomic conditions and operating environment, as well as property lease rationalizations. These actions continued through September 30, 2024.

System implementation costs includes costs incurred related to transformative system implementations that may take several years to complete.

Loss (gain) from insurance proceeds, net of legal fees represents one-time gains related to certain contingent events, such as insurance recoveries, which are not considered ordinary course and which are only recorded once realized or realizable, net of related legal fees or estimated settlements. We exclude such net gains from the calculation of Adjusted EBITDA to improve the comparability of our operating results for the current period to prior and future periods.

Non-operating items related to the Greystone JV reflects certain non-operating activity presented within (loss) earnings from equity method investments related to the Greystone JV for (i) gains recognized from the retention of mortgage servicing rights (“MSRs”) upon the origination and sale of mortgage loans, (ii) increases or decreases in the fair value of the MSRs and (iii) estimated provisions for credit losses related to mortgage loans. This activity is specific to the Greystone JV rather than all of the Company’s equity method investments based on the Greystone JV’s specialized industry, namely, multi-family lending and loan servicing solutions. Starting in the second quarter of 2025, the Company has excluded such activity from the calculation of Adjusted EBITDA as it is non-cash in nature and does not represent the underlying operating performance of the business. This activity is reported entirely within the Americas reportable segment.

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Results of Operations

In accordance with Item 303 of Regulation S-K, the Company has excluded the discussion of 2023 results in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as this discussion can be found in our 2024 Annual Report on Form 10-K filed with the SEC under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

The following table sets forth items derived from our Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 (in millions):

Year Ended December 31,

2025

2024

% Change in USD

% Change in Local Currency

Revenue:

Services

$

3,624.3

$

3,480.1

4 

%

4 

%

Leasing

2,098.7

1,947.5

8 

%

7 

%

Capital markets

857.6

721.8

19 

%

18 

%

Valuation and other

480.7

439.8

9 

%

8 

%

Total service line fee revenue(1)

7,061.3

6,589.2

7 

%

7 

%

Gross contract reimbursables(2)

3,226.9

2,857.3

13 

%

13 

%

Total revenue

$

10,288.2

$

9,446.5

9 

%

9 

%

Costs and expenses:

Cost of services provided to clients

$

5,181.3

$

4,862.9

7 

%

6 

%

Cost of gross contract reimbursables

3,226.9

2,857.3

13 

%

13 

%

Total costs of services

8,408.2

7,720.2

9 

%

9 

%

Operating, administrative and other

1,317.2

1,224.1

8 

%

7 

%

Depreciation and amortization

104.2

122.2

(15)

%

(15)

%

Restructuring, impairment and related charges

6.1

41.1

(85)

%

(85)

%

Total costs and expenses

9,835.7

9,107.6

8 

%

8 

%

Operating income

452.5

338.9

34 

%

32 

%

Interest expense, net of interest income

(216.2)

(229.9)

(6)

%

(7)

%

(Loss) earnings from equity method investments

(168.3)

37.4

n.m.

n.m.

Other income, net

46.2

29.4

57 

%

58 

%

Earnings before income taxes

114.2

175.8

(35)

%

(39)

%

Provision for income taxes

26.0

44.5

(42)

%

(46)

%

Net income

$

88.2

$

131.3

(33)

%

(36)

%

Net income margin

0.9 

%

1.4 

%

Adjusted EBITDA

$

656.2

$

581.9

13 

%

11 

%

Adjusted EBITDA margin(3)

9.3 

%

8.8 

%

n.m. not meaningful

(1) Service line fee revenue represents revenue for fees generated from each of our service lines.

(2) Gross contract reimbursables reflects revenue from clients which have substantially no margin.

(3) Adjusted EBITDA margin is measured against Total service line fee revenue.

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Reconciliation of Net income to Adjusted EBITDA (in millions):

Year Ended December 31,

2025

2024

Net income

$

88.2 

$

131.3 

Adjustments:

Depreciation and amortization

104.2 

122.2 

Interest expense, net of interest income

216.2 

229.9 

Provision for income taxes

26.0 

44.5 

Unrealized (gain) loss on investments, net

(26.1)

0.8 

Impairment of investments

183.5 

— 

Loss on dispositions, net

1.1 

18.4 

Acquisition related costs

0.8 

— 

Cost savings initiatives

— 

28.9 

System implementation costs

5.6 

— 

Loss (gain) from insurance proceeds, net of legal fees

2.7 

(16.5)

Non-operating items related to the Greystone JV

37.4 

— 

Other(1)

16.6 

22.4 

Adjusted EBITDA

$

656.2 

$

581.9 

(1) Other includes miscellaneous income and expense items such as non-cash amortization of certain merger related deferred rent and tenant incentives and non-cash amortization of the A/R Securitization servicing liability.

For the year ended December 31, 2025, Other also reflects one-time consulting costs associated with the Redomiciliation, legal fees and costs associated with an antitrust dispute (see Note 16: Commitments and Contingencies of the Notes to the Consolidated Financial Statements) and a portion of non-cash stock-based compensation expense associated with performance-based equity awards granted to four executive officers in 2024. The long-term incentive awards granted to these four executive officers consisted entirely of performance-based awards in 2024 and they provided for a higher maximum payout than typical awards. This award design structure was unique to 2024 and was not utilized in 2025. We therefore excluded a portion of the non-cash stock-based compensation expense associated with those awards from the calculation of Adjusted EBITDA to improve the comparability of our operating results for the current period to prior and future periods, due to the unique nature of the 2024 awards and because we do not consider it to be a normal, recurring operating expense. These costs were offset by the release of a non-ordinary course compliance reserve, which when originally accrued in a prior period had been excluded from the calculation of Adjusted EBITDA within “Legal and compliance matters”.

For the year ended December 31, 2024, Other also reflects one-time consulting costs associated with the Company rebranding, professional services fees associated with discrete offshoring, legal fees and costs associated with an antitrust dispute, one-time legal and consulting costs associated with a secondary offering of our common shares by our former shareholders, non-cash stock-based compensation expense associated with certain one-time retention awards which vested in February 2024 and bad debt expense driven by a sublessee default.

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Reconciliation of Total costs and expenses to Segment operating expenses and Fee-based operating expenses (in millions):

Year Ended December 31,

2025

2024

Total costs and expenses

$

9,835.7 

$

9,107.6 

Depreciation and amortization

(104.2)

(122.2)

Impairment of investments

(6.5)

— 

Loss on dispositions

(9.5)

(18.4)

Acquisition related costs

(0.8)

— 

Cost savings initiatives

— 

(28.9)

System implementation costs

(5.6)

— 

Other, including foreign currency movements(1)

(21.5)

(29.0)

Segment operating expenses(2)

9,687.6 

8,909.1 

Cost of gross contract reimbursables

(3,226.9)

(2,857.3)

Fee-based operating expenses

$

6,460.7 

$

6,051.8 

(1) Other includes miscellaneous income and expense items such as non-cash amortization of certain merger related deferred rent and tenant incentives, non-cash amortization of the A/R Securitization servicing liability and the effects of movements in foreign currency.

For the year ended December 31, 2025, Other also reflects one-time consulting costs associated with the Redomiciliation, legal fees and costs associated with an antitrust dispute (see Note 16: Commitments and Contingencies of the Notes to the Consolidated Financial Statements), a portion of non-cash stock-based compensation expense associated with performance-based equity awards granted to four executive officers in 2024 (as further discussed above) and estimated settlements related to litigation of an insurance policy claim (see Note 16: Commitments and Contingencies of the Notes to the Consolidated Financial Statements). These costs were offset by the release of a non-ordinary course compliance reserve, which when originally accrued in a prior period had been excluded from the calculation of Adjusted EBITDA within “Legal and compliance matters”.

For the year ended December 31, 2024, Other also reflects one-time consulting costs associated with the Company rebranding, professional services fees associated with discrete offshoring, legal fees and costs associated with an antitrust dispute, one-time legal and consulting costs associated with a secondary offering of our common shares by our former shareholders, non-cash stock-based compensation expense associated with certain one-time retention awards which vested in February 2024 and bad debt expense driven by a sublessee default.

(2) Certain adjustments to Total costs and expenses may appear different than adjustments made to Net income when calculating Adjusted EBITDA as the adjustments to Total costs and expenses exclude items recorded in (Loss) earnings from equity method investments and Other income, net in the Consolidated Statements of Operations.

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Year ended December 31, 2025 compared to year ended December 31, 2024

Revenue

Revenue of $10.3 billion increased $841.7 million or 9% compared to the year ended December 31, 2024, primarily driven by Capital markets and Leasing revenue growth of 19% and 8%, respectively. Capital markets revenue was strong across all segments as improved debt availability and pent-up demand continued to positively impact transaction volumes in 2025, led by the Americas. This sustained momentum in Capital markets also reflects our ongoing investments in hiring top talent and strengthening our platform. Leasing revenue increased primarily due to office and industrial leasing in the Americas, including a relatively higher number of large transactions, as occupiers continue to trend towards newer, higher-grade buildings with top-tier employee experiences. Services revenue increased 4% compared to the year ended December 31, 2024, primarily driven by higher facilities services revenue in the Americas due to the expansion of existing client mandates and higher project management revenue in EMEA and APAC. These trends were partially offset by the sale of a non-core Services business in August 2024, which accounted for $61.1 million and $47.6 million of facilities management and Gross contract reimbursables revenue, respectively, in the year ended December 31, 2024. Excluding the impact of this sale, Services and Gross contract reimbursables revenue increased 6% and 15%, respectively, and total revenue increased 10%. Valuation and other revenue also increased 9% from the prior year.

Costs of services

Costs of services of $8.4 billion increased $688.0 million or 9% compared to the year ended December 31, 2024, principally driven by an increase in employment costs of approximately $398.0 million, including higher commissions associated with increased brokerage revenue, and higher salaries and reimbursed employee costs as a result of higher Services revenue. Similarly, third-party consumables and sub-contractor costs increased approximately $283.0 million, largely as a result of higher Services revenue. Cost of services provided to clients increased 7% and Cost of gross contract reimbursables increased 13%. Total costs of services as a percentage of total revenue was 82% for both the year ended December 31, 2025 and 2024.

Operating, administrative and other

Operating, administrative and other expenses of $1.3 billion, which represents indirect and overhead costs such as employment, occupancy and information technology costs, increased $93.1 million or 8% compared to the year ended December 31, 2024. This increase was primarily driven by an increase in employment costs of approximately $95.0 million, including higher healthcare costs, higher salaries and higher stock-based compensation expense attributable to improved vesting expectations for certain previously granted performance-based equity awards and the modification of the Company’s non-executive chairman’s awards in 2024 (which reduced expense in the prior year period), as well as strategic investments and cost inflation. These trends were partially offset by the impact of our cost savings initiatives and effective expense management. Operating, administrative and other expenses as a percentage of total revenue was 13% for both the year ended December 31, 2025 and 2024.

Restructuring, impairment and related charges

Restructuring, impairment and related charges of $6.1 million decreased $35.0 million compared to the year ended December 31, 2024, primarily driven by a $15.8 million loss on disposition recognized in 2024 related to the sale of a non-core Services business in the Americas, as well as a decrease in severance costs of approximately $22.0 million associated with previous cost savings initiatives. These declines were partially offset by an impairment loss on real estate investments of $6.5 million recognized in the first quarter of 2025.

Interest expense, net of interest income

Interest expense of $216.2 million decreased $13.7 million or 6% compared to the year ended December 31, 2024, primarily driven by lower outstanding principal balances on our Term Loans following optional principal prepayments made in 2024 and 2025, as well as lower interest rates on our Term Loans compared to the prior year period as a result of our repricings in 2024 and 2025.

(Loss) earnings from equity method investments

Loss from equity method investments was $168.3 million for the year ended December 31, 2025 compared to earnings from equity method investments of $37.4 million for the year ended December 31, 2024. The $205.7 million decline in earnings was primarily due to an other-than-temporary impairment loss of $177.0 million recognized on our investment in the Greystone JV (see Note 8: Equity Method Investments of the Notes to the Consolidated Financial Statements for further information). The Greystone JV impairment loss was recorded in the Americas segment. In addition, the Company recognized lower earnings from the Greystone JV compared to the

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prior year driven by changes in the mix of mortgage loan origination volumes compared to 2024, contributing to a lower value of MSRs, and higher provisions for credit losses for mortgage loans due to expected losses on specific loans and higher risk-sharing obligations. For the year ended December 31, 2025, the Greystone JV recorded a non-cash provision for loan losses of $62.3 million, of which the Company recorded $24.9 million based on its 40% equity interest which was included within (Loss) earnings from equity method investments. Changes in expectations and forecasts may materially impact the provision for loan losses in the future.

Other income, net

Other income, net of $46.2 million increased $16.8 million compared to the year ended December 31, 2024, principally driven by an increase in unrealized gains on our fair value investments of $26.9 million and a realized gain on sale of one of our real estate investments of $8.4 million. This was partially offset by a $19.2 million gain from insurance proceeds recognized in 2024 (see Note 16: Commitments and Contingencies of the Notes to the Consolidated Financial Statements for further information).

Provision for income taxes

Provision for income taxes for the year ended December 31, 2025 was $26.0 million on earnings before income taxes of $114.2 million. For the year ended December 31, 2024, the provision for income taxes was $44.5 million on earnings before income taxes of $175.8 million. The $18.5 million decrease in income tax expense was primarily driven by lower earnings before income taxes of $61.6 million, predominantly in the U.S. which declined by $81.3 million from the year ended December 31, 2024 due to the Greystone JV impairment. Excluding the impact of the Greystone JV impairment loss, earnings before income taxes in the U.S. increased $95.7 million. Additionally, the decrease in income tax expense resulted from the release of valuation allowances in certain foreign jurisdictions, predominantly in the U.K. of $17.1 million and Australia of $9.2 million. These tax benefits in 2025 were partially offset by a non-recurring tax benefit in 2024 related to the impact of repatriation of $10.1 million.

Net income and Adjusted EBITDA

Net income of $88.2 million decreased $43.1 million compared to the year ended December 31, 2024. Net income margin was 0.9% compared to 1.4% for the prior year. The decrease in net income was principally driven by the other-than-temporary impairment loss on the Greystone JV, lower earnings recognized from the Greystone JV, higher employment costs, strategic investments, and cost inflation, as well as a one-time gain from insurance proceeds recognized in 2024. These unfavorable trends were partially offset by growth in all of our service lines, lower interest expense and lower depreciation and amortization expense, as well as the impact of our cost savings initiatives and effective expense management.

Adjusted EBITDA of $656.2 million increased $74.3 million or 13% compared to the year ended December 31, 2024, driven by the same factors impacting Net income above, with the exception of interest expense, depreciation and amortization expense, gain from insurance proceeds and the impact of the Greystone JV. Adjusted EBITDA margin, measured against service line fee revenue, was 9.3% for the year ended December 31, 2025, an increase of 46 basis points from the year ended December 31, 2024.

Segment Results

We report our operations through the following segments: (1) Americas, (2) EMEA and (3) APAC. The Americas consists of operations located in the United States, Canada and other markets in North and South America. EMEA includes operations in the United Kingdom, France, the Netherlands and other markets in Europe and the Middle East. APAC includes operations in Australia, Singapore, India and other markets in the Asia Pacific region.

For segment reporting, Service line fee revenue represents revenue for fees generated from each of our service lines. Gross contract reimbursables reflects revenue from clients which have substantially no margin. Our measure of segment profitability, Adjusted EBITDA, excludes the effects of financings, income taxes and depreciation and amortization, as well as unrealized (gain) loss on investments, net, impairment of investments, loss on dispositions, net, acquisition related costs, cost savings initiatives, system implementation costs, loss (gain) from insurance proceeds, net of legal fees, non-operating items related to the Greystone JV and other non-recurring items.

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Table of Contents

Americas Results

The following table summarizes the results of operations of our Americas reportable segment for the years ended December 31, 2025 and 2024 (in millions):

Year Ended December 31,

2025

2024

% Change in USD

% Change in Local Currency

Revenue:

Services

$

2,467.8 

$

2,420.4 

2 

%

2 

%

Leasing

1,674.2 

1,536.2 

9 

%

9 

%

Capital markets

666.0 

564.7 

18 

%

18 

%

Valuation and other

181.2 

161.9 

12 

%

12 

%

Total service line fee revenue(1)

4,989.2 

4,683.2 

7 

%

7 

%

Gross contract reimbursables(2)

2,521.9 

2,314.8 

9 

%

9 

%

Total revenue

$

7,511.1 

$

6,998.0 

7 

%

7 

%

Costs and expenses:

Americas Fee-based operating expenses

$

4,542.5 

$

4,279.6 

6 

%

6 

%

Cost of gross contract reimbursables

2,521.9 

2,314.8 

9 

%

9 

%

Segment operating expenses

$

7,064.4 

$

6,594.4 

7 

%

7 

%

Net income

$

39.4 

$

126.7 

(69)

%

(69)

%

Adjusted EBITDA

$

480.8 

$

436.4 

10 

%

10 

%

(1) Service line fee revenue represents revenue for fees generated from each of our service lines.

(2) Gross contract reimbursables reflects revenue from clients which have substantially no margin.

Americas: Year ended December 31, 2025 compared to year ended December 31, 2024

Americas revenue in 2025 was $7.5 billion, an increase of $513.1 million or 7% from 2024. This increase was principally driven by higher brokerage revenue as a result of more favorable market conditions than 2024. Leasing revenue increased 9% primarily due to strength in the office and industrial sectors, including a relatively higher number of large transactions, as occupiers continue to trend towards newer, higher-grade buildings with top-tier employee experiences. Capital markets revenue increased 18% primarily due to growth across all asset classes and deal sizes, with particular strength in the office, industrial and multi-family sectors, as improved debt availability and pent-up demand continued to positively impact transaction volumes in 2025. Services revenue increased 2%, principally driven by higher facilities services revenue of approximately $45.0 million due to the expansion of existing client mandates, partially offset by the sale of a non-core Services business in August 2024. Excluding the impact of this sale, which accounted for $61.1 million and $47.6 million of facilities management and Gross contract reimbursables revenue, respectively, in the year ended December 31, 2024, Services and Gross contract reimbursables revenue in the Americas increased 5% and 11%, respectively. Valuation and other revenue also increased 12%.

Fee-based operating expenses of $4.5 billion increased $262.9 million or 6% principally due to higher employment costs of approximately $306.0 million, including higher commissions of approximately $156.0 million associated with higher brokerage revenue, higher stock-based compensation expense, higher salaries as a result of higher Services revenue, higher healthcare costs and cost inflation. These trends were partially offset by lower third-party consumables and sub-contractor costs of approximately $52.0 million due to changes in client mix.

Adjusted EBITDA of $480.8 million increased $44.4 million or 10% compared to the prior year, primarily driven by growth in all of our Americas service lines and the impact of our cost savings initiatives, partially offset by higher employment costs, strategic investments and cost inflation.

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Table of Contents

EMEA Results

The following table summarizes the results of operations of our EMEA reportable segment for the years ended December 31, 2025 and 2024 (in millions):

Year Ended December 31,

2025

2024

% Change in USD

% Change in Local Currency

Revenue:

Services

$

377.0 

$

331.3 

14 

%

8 

%

Leasing

239.0 

227.0 

5 

%

0 

%

Capital markets

109.4 

91.5 

20 

%

13 

%

Valuation and other

194.9 

177.7 

10 

%

5 

%

Total service line fee revenue(1)

920.3 

827.5 

11 

%

6 

%

Gross contract reimbursables(2)

145.2 

125.7 

16 

%

11 

%

Total revenue

$

1,065.5 

$

953.2 

12 

%

7 

%

Costs and expenses:

EMEA Fee-based operating expenses

$

830.1 

$

752.0 

10 

%

6 

%

Cost of gross contract reimbursables

145.2 

125.7 

16 

%

11 

%

Segment operating expenses

$

975.3 

$

877.7 

11 

%

7 

%

Net income (loss)

$

32.6 

$

(3.4)

n.m.

n.m.

Adjusted EBITDA

$

100.0 

$

74.5 

34 

%

22 

%

n.m. not meaningful

(1) Service line fee revenue represents revenue for fees generated from each of our service lines.

(2) Gross contract reimbursables reflects revenue from clients which have substantially no margin.

EMEA: Year ended December 31, 2025 compared to year ended December 31, 2024

EMEA revenue in 2025 was $1.1 billion, an increase of $112.3 million or 12% from 2024. Excluding the favorable impact of foreign currency of $51.8 million, EMEA revenue increased 7% on a local currency basis. This increase was principally driven by higher Services revenue, which was up 8% on a local currency basis, primarily due to higher project management revenue of approximately $37.0 million driven by new wins, with particular strength in France and Italy. Capital markets revenue increased 13% on a local currency basis, as improved debt availability and pent-up demand continued to positively impact transaction volumes in 2025, with particular strength in Spain, the U.K. and Belgium. In addition, Valuation and other and Gross contract reimbursables revenue increased 5% and 11%, respectively, on a local currency basis. Leasing revenue was relatively flat, on a local currency basis, compared to the year ended December 31, 2024.

Fee-based operating expenses of $830.1 million increased $78.1 million or 6% on a local currency basis, principally due to higher employment costs of approximately $57.0 million, driven by higher salaries and bonuses, as well as higher third-party consumables and sub-contractor costs of approximately $23.0 million associated with revenue growth in Services, as well as cost inflation.

Adjusted EBITDA of $100.0 million increased $25.5 million or 34% compared to the prior year, primarily driven by growth in our EMEA Services, Capital markets and Valuation and other service lines, the favorable impact of foreign currency and the impact of our cost savings initiatives, partially offset by higher employment costs and cost inflation.

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APAC Results

The following table summarizes the results of operations of our APAC reportable segment for the years ended December 31, 2025 and 2024 (in millions):

Year Ended December 31,

2025

2024

% Change in USD

% Change in Local Currency

Revenue:

Services

$

779.5 

$

728.4 

7 

%

8 

%

Leasing

185.5 

184.3 

1 

%

2 

%

Capital markets

82.2 

65.6 

25 

%

25 

%

Valuation and other

104.6 

100.2 

4 

%

4 

%

Total service line fee revenue(1)

1,151.8 

1,078.5 

7 

%

7 

%

Gross contract reimbursables(2)

559.8 

416.8 

34 

%

37 

%

Total revenue

$

1,711.6 

$

1,495.3 

14 

%

16 

%

Costs and expenses:

APAC Fee-based operating expenses

$

1,088.1 

$

1,020.2 

7 

%

7 

%

Cost of gross contract reimbursables

559.8 

416.8 

34 

%

37 

%

Segment operating expenses

$

1,647.9 

$

1,437.0 

15 

%

16 

%

Net income

$

16.2 

$

8.0 

n.m.

n.m.

Adjusted EBITDA

$

75.4 

$

71.0 

6 

%

7 

%

n.m. not meaningful

(1) Service line fee revenue represents revenue for fees generated from each of our service lines.

(2) Gross contract reimbursables reflects revenue from clients which have substantially no margin.

APAC: Year ended December 31, 2025 compared to year ended December 31, 2024

APAC revenue in 2025 was $1.7 billion, an increase of $216.3 million or 14% from 2024. Excluding the unfavorable impact of foreign currency of $9.0 million, APAC revenue increased 16% on a local currency basis. This increase was principally driven by higher Services revenue, which was up 8% on a local currency basis, due to increases in project management and facilities management revenue of approximately $29.0 million and $17.0 million, respectively, and Gross contract reimbursables revenue, which was up 37% on a local currency basis, driven by new wins and the expansion of existing client mandates, with particular strength in India. Capital markets revenue increased 25% on a local currency basis, as improved debt availability and pent-up demand continued to positively impact transaction volumes in 2025, with particular strength in Japan and India. In addition, Leasing and Valuation and other revenue increased 2% and 4%, respectively, on a local currency basis.

Fee-based operating expenses of $1.1 billion increased $67.9 million or 7% on a local currency basis, principally due to higher employment costs of approximately $38.0 million, including higher commissions associated with higher brokerage revenue, higher third-party consumables and sub-contractor costs of approximately $39.0 million associated with revenue growth in Services and cost inflation. These trends were partially offset by lower occupancy costs.

Adjusted EBITDA of $75.4 million increased $4.4 million or 6% compared to the prior year, primarily driven by growth in our APAC Services and Capital markets service lines and the impact of our cost savings initiatives, partially offset by higher employment costs, the unfavorable impact of foreign currency and cost inflation.

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Liquidity and Capital Resources

Our primary sources of liquidity are cash flows from operations, available cash reserves, debt capacity under our Revolver and funding from our accounts receivables securitization program, which we have amended periodically (the “A/R Securitization”). Our primary uses of liquidity are operating expenses, acquisitions, strategic growth investments and debt payments.

While macroeconomic challenges and uncertainty continue to be present, we believe that we have maintained sufficient liquidity to satisfy our working capital and other funding requirements, including capital expenditures, and expenditures for human capital and contractual obligations, with operating cash flow and cash on hand and, as necessary, borrowings under our Revolver or funding from our A/R Securitization. Over the last several years we have been focused on managing the balance sheet and improving operating cash flows through working capital efficiencies. We also continually evaluate opportunities to obtain, retire or restructure our debt, credit facilities or financing arrangements for strategic reasons or to obtain additional financing to fund investments, operations and obligations to further strengthen our financial position.

We have historically relied on our operating cash flow to fund our working capital needs and ongoing capital expenditures on an annual basis. Our operating cash flow is seasonal—typically lowest in the first quarter of the year, when revenue is lowest, and greatest in the fourth quarter of the year, when revenue is highest. The seasonal nature of our operating cash flow can result in a mismatch with funding needs, which we manage using available cash on hand and, as necessary, borrowings under our Revolver or funding from our A/R Securitization.

In the absence of a large strategic acquisition or other extraordinary events, we believe our cash on hand, cash flow from operations, availability under our Revolver and funding from the A/R Securitization will be sufficient to meet our anticipated cash requirements for the foreseeable future, and at a minimum for the next 12 months. We may seek to take advantage of opportunities to refinance existing debt instruments, as we have done in the past, with new debt instruments at interest rates, maturities and terms we consider attractive.

As of December 31, 2025, the Company had $1.8 billion of liquidity, consisting of availability on our undrawn Revolver of $1.0 billion and cash and cash equivalents of $0.8 billion.

As of December 31, 2025, the Company’s amounts outstanding under its Term Loans, 2028 Notes and 2031 Notes were $1.7 billion, $0.6 billion and $0.4 billion, respectively. Our level of indebtedness increases the possibility that we may be unable to make required principal and interest payments and satisfy our other obligations when they become due. In addition, we may incur additional debt from time to time to finance strategic acquisitions, investments or joint ventures or for other strategic purposes, subject to the restrictions contained in the agreements governing our indebtedness. Incurring additional indebtedness would increase the risks associated with our leverage, including our ability to service our debt. See “Risk Factors” included in Part I, Item 1A in this Annual Report for further discussion.

We actively manage our indebtedness through additional refinancings and repricings and since January 1, 2024, we have continued to reduce our gross debt and leverage. In 2025, the Company repriced the Term Loans to reduce the applicable interest rates and made principal prepayments during the year totaling $300.0 million on the Term Loans. On October 21, 2025, the Company also extended the maturity date of the Revolver from April 28, 2027 to October 21, 2030. As of the date of this Annual Report, there are no long-term debt arrangements maturing prior to 2028.

As a professional services firm, funding our operating activities is not capital intensive. Total capital expenditures for the year ended December 31, 2025 were $47.4 million.

Off-Balance Sheet Arrangements

The Company is party to an off-balance sheet revolving A/R Securitization, whereby we continuously sell eligible trade receivables to an unaffiliated financial institution. Receivables are derecognized from our balance sheet upon sale, for which we receive cash payment and record a deferred purchase price receivable which is realized after collection of the underlying receivables. This program also provides funding from a committed purchaser against receivables sold into the program with a maximum facility limit of $250.0 million. As of December 31, 2025, the Company had aggregate capital outstanding under this facility of $120.0 million and the unused portion of the facility limit, net of letters of credit, was $93.1 million. On January 6, 2026, the $120.0 million in aggregate capital outstanding was repaid. The A/R Securitization expires on June 19, 2026, unless extended or an earlier termination event occurs. Refer to Note 19: Accounts Receivable Securitization of the Notes to the Consolidated Financial Statements for further information.

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Contractual Obligations and Other Commitments

Debt obligations. As of December 31, 2025, the Company elected to use an annual rate equal to (i) 1-month Term Secured Overnight Financing Rate (“SOFR”) (subject to a minimum floor of 0.50%), plus 2.50% for the $840.0 million term loan due January 2030 (the “2030 Tranche-1”) and (ii) 1-month Term SOFR (subject to a minimum floor of 0.50%), plus 2.75% for the $847.5 million term loan due January 2030 (the “2030 Tranche-2”) (the 2030 Tranche-1 and the 2030 Tranche-2 together make up our current outstanding Term Loans). Because the 2018 Credit Agreement bears interest at a variable interest rate, the amount of expected future annual interest payments cannot be determined. Our 2028 Notes bear interest at a rate of 6.75% per annum and expected annual interest payments would be approximately $43.9 million until the notes mature in May 2028. Our 2031 Notes bear interest at a rate of 8.88% per annum and expected annual interest payments would be approximately $35.5 million until the notes mature in September 2031.

The 2018 Credit Agreement requires quarterly principal payments equal to 0.25% of the aggregate principal amount of outstanding borrowings under the 2030 Tranche-1 and the 2030 Tranche-2, including any incremental borrowings. The Company elected to prepay a total of $300.0 million in principal outstanding under the Term Loans during the year. As of the date of this Annual Report, the Company satisfied all mandatory principal payments on the 2030 Tranche-2 until maturity. Refer to Note 11: Long-Term Debt and Other Borrowings of the Notes to the Consolidated Financial Statements for further discussion.

Lease obligations. Our lease obligations primarily consist of operating leases of office space in various buildings for our own use. As of December 31, 2025, the Company had operating lease obligations of $400.8 million, with $113.5 million due within 12 months. Refer to Note 15: Leases of the Notes to the Consolidated Financial Statements for further discussion.

Defined benefit plan obligations. Benefits to be paid out by our defined benefit plans will be funded from the assets held by these plans. In 2022, the trustees for two of our defined benefit plans in the U.K. purchased a bulk annuity insurance policy, under which the insurer is committed to pay the plans’ cash flows intended to match the benefit payments under those plans. We have historically funded pension costs as actuarially determined and as applicable laws and regulations require. The Company anticipates that it is reasonably possible the buy-out process for at least one of the U.K. defined benefit plans will be completed in 2026, at which time the insurance company would assume full responsibility to pay the pension benefit obligations. Refer to Note 12: Employee Benefits of the Notes to the Consolidated Financial Statements for further discussion.

Deferred and contingent earn-out obligations. Our material cash requirements require long-term liquidity to facilitate the payment of obligations related to acquisitions. Acquisitions are often structured with deferred and/or contingent payments in future periods that are subject to the passage of time, achievement of certain performance metrics and/or other conditions. As of December 31, 2025, the maximum potential payment for contingent earn-outs was $12.0 million, subject to the achievement of certain performance conditions. The final amount of related payments cannot be determined due to their nature as estimates or outcomes having connection to future events. As of December 31, 2025, we had accrued total deferred consideration and contingent earn-outs payable of $3.1 million in Accounts payable and accrued expenses and $16.9 million in Other non-current liabilities in the accompanying Consolidated Balance Sheets.

Income tax liabilities. As of December 31, 2025, our current and non-current tax liabilities, including interest and penalties, totaled $54.7 million. Of this amount, we can reasonably estimate that $29.0 million will require cash settlement in less than one year. In 2025, the Company paid income taxes, net of tax refunds, of $59.3 million, including $23.0 million for U.S. federal and state income taxes. We are unable to reasonably estimate the timing of the effective settlement of tax positions for the remaining $25.7 million.

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Cash Flow Summary

Year Ended December 31,

Cash Flow Summary

2025

2024

Net cash provided by operating activities

$

340.4 

$

208.0 

Net cash (used in) provided by investing activities

(21.1)

81.2 

Net cash used in financing activities

(350.5)

(253.4)

Effects of exchange rate fluctuations on cash, cash equivalents and restricted cash

20.1 

(22.4)

Total change in cash, cash equivalents and restricted cash

$

(11.1)

$

13.4 

Operating Activities

We generated $340.4 million of cash from operating activities during the year ended December 31, 2025, an increase of $132.4 million compared to the year ended December 31, 2024, primarily driven by higher operating income of $113.6 million, higher non-cash charges of $147.6 million and lower net working capital used for operations. For the year ended December 31, 2025, we used net working capital for operations of $110.7 million, a decrease of $27.9 million compared to the year ended December 31, 2024. The decrease in our use of net working capital was principally driven by higher accounts payable of approximately $92.0 million offset by higher trade receivables and contract assets of approximately $80.0 million in line with our revenue growth, as well as higher net bonus and commission accruals of approximately $33.0 million. These trends were partially offset by higher recruiting and retention payments of approximately $17.0 million.

Investing Activities

We used $21.1 million of cash from investing activities during the year ended December 31, 2025, compared to cash generated from investing activities of $81.2 million in the year ended December 31, 2024. This $102.3 million decline was primarily driven by proceeds from the sale of a non-core Services business in the third quarter of 2024 of $122.6 million and a $12.1 million increase in cash paid for acquisitions and equity securities. These trends were partially offset by an increase in the net capital funding from the facility limit secured by our A/R Securitization of $20.0 million and proceeds from the disposition of an investment of $11.5 million.

Financing Activities

We used $350.5 million in cash for financing activities during the year ended December 31, 2025, an increase of $97.1 million compared to the year ended December 31, 2024, primarily driven by a $100.0 million increase in principal repayments under our 2018 Credit Agreement, partially offset by a $5.1 million decrease in payments for deferred and contingent consideration.