WESTWOOD HOLDINGS GROUP INC (WHG) Business

Item 1.    Business.

Unless the context otherwise requires, the term “we,” “us,” “our,” “Westwood,” or “Westwood Holdings Group” when used in this Form 10-K (“Report”) and in the Annual Report to the Stockholders refers to Westwood Holdings Group, Inc., a Delaware corporation, and its consolidated subsidiaries taken as a whole. This Report contains some forward-looking statements within the meaning of the federal securities laws. Actual results and the timing of some events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors including, without limitation, those set forth under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 1A. Risk Factors.”

General

We manage investment assets and provide services for our clients through our subsidiaries, Westwood Management Corp., Westwood Advisors, L.L.C., Salient Advisors, L.P. ("Salient Advisors") and Broadmark Asset Management LLC ("Broadmark"), (each of which is a registered investment adviser ("RIA") registered with the Securities and Exchange Commission ("SEC"), and Salient Capital, L.P., ("SCLP") an SEC-registered broker-dealer and Financial Industry Regulatory Authority ("FINRA") member, collectively referred to hereinafter together as "Westwood Management") and Westwood Trust. Westwood Holdings Group, founded in 1983, through Westwood Management, provides investment advisory services to institutional investors, a family of mutual funds called the Westwood Funds®, other mutual funds, individual investors and clients of Westwood Trust. Westwood Trust, founded as a state-chartered trust company in 1974, provides trust, custodial and investment management services through the use of commingled funds and individual securities to institutions and high net worth individuals.

Broadmark is a San Francisco-based RIA managing and/or sub-advising mutual funds, retail and institutional separately-managed accounts. SCLP serves as a sub-placement agent for private placements. Salient Advisors is an SEC-registered investment adviser, a Commodity Futures Trading Commission ("CFTC") registered Commodity Pool Operator ("CPO") and a National Futures Association ("NFA") member. Salient Advisors is an advisor to the Westwood Salient Tactical Plus Fund, which is sub-advised by Broadmark. In January 2023 we acquired an additional 32% interest in Broadmark, increasing our ownership of Broadmark to approximately 80%, which represents a controlling interest for financial statement consolidation purposes (the "Broadmark Acquisition").

Our revenues are generally derived from fees based on a percentage of assets under management ("AUM") and assets under advisement ("AUA"). Westwood Management and Westwood Trust collectively had AUM of approximately $16.5 billion and AUA of approximately $0.9 billion at December 31, 2025.

We were incorporated under the laws of the State of Delaware on December 12, 2001. Our common stock is listed on the New York Stock Exchange under the ticker symbol "WHG." We are a holding company whose principal assets consist of the capital stock and ownership interests of our operating subsidiaries, primarily Westwood Management and Westwood Trust.

The success of our business is dependent on client, institutional investment consultant and intermediary relationships. In addition to offering attractive investment opportunities and investment performance, we believe that client service is of paramount importance in the asset management business. Accordingly, a major business focus for us is to build strong relationships with clients to enhance our ability to anticipate their needs and satisfy their investment objectives. Our team approach is designed to deliver efficient, responsive service to our clients, while innovating investment strategies and product alternatives.

Our operating structure can support a larger business and we believe we are able to accommodate growth by acquisition, product innovation and internal growth within our client base. We have developed investment strategies that we expect to be attractive in our target institutional, wealth management and intermediary markets. Developing new investment strategies and building the organization to support these strategies can result in incurring expenses before significant offsetting revenues are realized. We continue to evaluate new strategies and resources in terms of meeting actual and potential investor needs.

Strategic Investments

Over the past several years we have made a number of strategic investments, including investments in Vista Bancshares, Inc. ("Vista"), Westwood Hospitality Fund I, LLC ("Westwood Hospitality"), the TXSE Group Inc. ("TXSE") and WEBs Investments Inc. ("WEBs").

Vista offers traditional banking services and provides clients of Westwood Trust efficient access to lines of credit secured by their investment portfolios. Our partnership enables Vista to refer its clients needing more complex financial planning and investment services to Westwood Trust.

Westwood Hospitality is a private investment fund seeded via our investment that we offer to clients of Westwood Trust.

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TXSE is a private company that is the parent company of the Texas Stock Exchange, a national securities exchange built and headquartered in Dallas, Texas.

For a discussion of our investment in WEBs, see "Growth Strategy" below.

Available Information

We maintain a website at westwoodgroup.com. Information contained on, or connected to, our website is not incorporated by reference into this Report and should not be considered part of this Report or any other filing that we make with the SEC. All of our filings with the SEC, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are available free of charge on our website. Our Code of Business Conduct, Corporate Governance Guidelines and Audit Committee, Compensation and Human Capital, and Governance/Nominating Committee Charters are available without charge on our website. Stockholders may also obtain print copies of these documents free of charge by submitting a written request to Murray Forbes III, our Chief Financial Officer and Treasurer, at the address set forth on the front of this Report. The public can also obtain access to any public document we file with the SEC at www.sec.gov.

Advisory

General

Our advisory business encompasses six distinct investment capabilities — United States ("U.S.") Value Equity, Multi-Asset, Energy and Real Assets, Tactical Absolute Return, Income Alternatives and Managed Investment Solutions ("MIS").

Westwood Management provides investment advisory services to large institutions, including corporate retirement plans, public retirement plans, endowments and foundations. Institutional separate account minimums vary by investment strategy and generally range from $10 million to $25 million. Westwood Management also provides advisory services to financial advisors, individuals, the Westwood Funds® mutual funds, Westwood ETFs, and private capital funds, as well as sub-advisory services to other mutual funds and pooled investment vehicles.

Investment Strategies

We offer high-conviction equity, outcome-oriented solutions and liquid alternatives to address a wide range of investment objectives, including five strategies each having AUM exceeding $1 billion: LargeCap Value, Income Opportunity, SmallCap Value, MLP & Energy Infrastructure and SMidCap Value.

U.S. Value Equity

The U.S. Value Equity team employs a value-oriented approach to identify undervalued, high-quality businesses capable of generating superior risk-adjusted returns, using a fundamental, bottom-up, investment process. Our team seeks well-run businesses with conservative balance sheets and strong free cash flow that can expand enterprise value by funding growth initiatives or by returning capital to shareholders. Identifying undervalued companies with strong fundamentals, where the outlook for future earnings growth is underestimated by the market, offers us the potential for asymmetric returns. This investment approach is intended to preserve capital during unfavorable periods and provide superior real returns over the long term. We have established a track record of producing competitive risk adjusted and real returns for our clients. The principal investment strategies currently managed by the U.S. Value Equity team are as follows:

AllCap Value: Investments in equity securities of approximately 40 to 60 companies benchmarked to the Russell 3000 Value Index.

LargeCap Value: Investments in equity securities of approximately 40 to 60 companies benchmarked to the Russell 1000 Value Index.

MidCap Value: Investments in equity securities of approximately 50 to 80 companies benchmarked to the Russell 1000 Value Index.

SmallCap Value: Investments in equity securities of approximately 50 to 70 companies benchmarked to the Russell 2000 Value Index.

SMidCap Value: Investments in equity securities of approximately 50 to 70 companies benchmarked to the Russell 2500 Value Index.

Multi-Asset

The Multi-Asset team employs an investment process that applies top-down views across asset classes along with bottom-up security selection, utilizing quantitative and fundamental tools to evaluate macro, micro and technical conditions

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across a range of asset classes. Our outcome-oriented solutions utilize strategic and tactical allocations as well as a disciplined focus on managing downside risks.

The team draws on the proprietary fundamental research of Westwood’s experienced investment team members to identify securities with attractive risk-adjusted return profiles across a broad spectrum of income-producing securities. The principal investment strategies managed by the Multi-Asset team are as follows:

Income Opportunity: Tactical asset allocation strategy that invests across multiple fixed income sectors, convertibles and equity securities with an income generation bias. Typically invests in a range of asset types with an overall moderate risk profile.

Multi-Asset Income: Tactical asset allocation strategy that invests across multiple fixed income sectors, convertibles and income-producing equity securities. Typically invests in a range of asset types with an overall conservative risk profile.

Energy and Real Assets

Our Energy and Real Assets team employs an investment approach designed to provide access to a broad universe of energy companies with an emphasis on energy infrastructure. Energy infrastructure companies include Master Limited Partnerships ("MLPs") and midstream corporations as well as other companies involved with infrastructure connected to the production, transportation or distribution of energy. The team has the potential to take advantage of a range of energy opportunities. Our portfolio managers consider primary risk factors for midstream energy infrastructure companies to be economic conditions, equity markets, high yield spreads, volume throughput, energy demand, commodity prices and interest rates. The team monitors and discusses changes in these risk factors on a daily basis. In addition to fundamental analyses, the team utilizes quantitative models to measure valuations, momentum and other risk attributes. The investment team monitors key risk factors for each company and the overall market and positions portfolios accordingly to align with their portfolio management philosophy. The principal investment strategy currently managed by the Energy and Real Assets team is:

MLP & Energy Infrastructure: Provides access to a universe of energy infrastructure, MLPs and MLP-related companies with the potential to diversify a traditional stock/bond portfolio along with income and inflation protection.

Tactical Absolute Return

Our Tactical Absolute Return strategies are sub-advised by Broadmark. These strategies seek to deliver positive absolute returns through market cycles. We believe that tactical portfolio allocation can actively manage market exposure by adapting to economic conditions and internal market momentum. These strategies appeal to clients unwilling to be fully invested in equities during periods of intense speculation and monetary tightening within an overvalued market. We also look for market environments in which we believe investors should be fully invested or should even overweight higher beta sectors and indices. Our goal is to be in concert with the overall economic/business cycle.

Broadmark’s investment process is grounded in four pillars. The first three pillars – valuation, monetary policy and investor sentiment — are qualitative in nature. The fourth pillar is a quantitative assessment of market volume and breadth-based momentum. Using a combination of these qualitative and quantitative metrics, Broadmark seeks to manage risk and enhance alpha by tactically phasing into and out of major equity cycles. Broadmark invests primarily in a diversified portfolio of ETFs and instruments providing exposure to indices, sectors and industries based on its four-pillar process. The investment team may tactically deploy leveraged investment techniques as well as short positions that allow a net exposure ranging from net long to net short depending on the strategy.

Tactical Growth: Strategy that actively manages equity market exposure via the use of ETFs and other index-based instruments. Seeks to produce above-average, risk-adjusted returns in all market environments, while exhibiting less downside volatility than the S&P 500® Index. Designed to help investors sidestep market downturns while attempting to participate in market upsides via continuous active management of portfolio market exposure.

Tactical Plus: Strategy that actively manages equity market exposure primarily by investing in equity-based futures, ETFs and options. Seeks to produce above-average, risk-adjusted returns in any market environment while exhibiting less downside volatility than the S&P 500® Index by investing mainly in a diversified portfolio of instruments with exposure to U.S. and non-U.S. equity securities. Designed to help investors sidestep market downturns while attempting to participate in market upsides via continuous active management of portfolio market exposure.

Income Alternatives

Our Multi-Asset team manages our Alternative Income strategy, and our Real Estate team manages our Real Estate Income strategy. We believe alternative approaches to income investing can provide diversified sources of risk and return and can potentially reduce volatility. Absolute return-oriented and yield-focused strategies for investing in securities not typically found in traditional fixed income portfolios can help investors produce returns from non-traditional sources with low correlation and enhanced portfolio diversification.

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Alternative Income: We believe that a market-neutral approach utilizing convertible arbitrage and opportunistic fixed income can serve as a complement to bond allocations. Our framework consists of three primary sources of return that aim to neutralize systematic risk. We employ a multi-strategy process seeking to generate positive absolute returns through a short duration yield portfolio of global fixed income securities, convertible arbitrage and macro-hedging, with a focus on convertible arbitrage for reduced correlation and market exposure.

Real Estate Income: A sector-based approach that seeks to produce a substantial income profile and attractive risk-adjusted total returns by investing across the capital stack of publicly-traded real estate investment trusts ("REITs") and other real estate-related companies. Our differentiated strategy has historically emphasized a significant exposure to preferred securities issued by REITs, however our portfolio construction routinely includes high dividend paying REIT common stocks as well as debt securities issued by REITs.

Managed Investment Solutions: Our MIS team joined us in late 2023 and focuses on tailoring investment solutions to a diverse array of individual institutional risk/reward tolerances and investment approaches. We believe that creating customized investment portfolios for clients, using a consultative approach to identify their unique needs, goals and investment objectives, can potentially lead to better outcomes over the long term. The MIS approach combines the following attributes:

•Active Design – Design, construct and implement index methodologies in consultation with clients

•Rules-Based – Systematic approach to achieving client objectives, targeting intended exposures

•Transparent – End-to-end transparency across methodology, construction and implementation

•Outcome-Oriented – Create custom portfolio solutions based on specific client goals, beliefs and objectives

•Adaptive – Implementation and construction that evolves with changing client beliefs and objectives

•Independent – Freedom to choose tools and data sources that are best-suited to help clients achieve their outcomes

Prospective clients for MIS include public plans, sovereign wealth funds, corporate pension plans, defined contribution plans, endowments, foundations, consultant groups and wealth investors.

Exchange-Traded Funds: We launched two ETFs in 2025 - Westwood Enhanced Income Opportunity ETF (YLDW) and Westwood LBRTY Global Equity ETF (BFRE). YLDW seeks to provide current income and capital appreciation from a variety of asset classes including equities, investment grade corporate bonds, high yield bonds, convertible bonds, preferred securities and other income-oriented assets with enhanced yield from option premiums. BFRE seeks to track the TOBAM LBRTY® All World Equity Index. The approach is grounded in academic research highlighting the economic advantages of democratic nations.

Our ability to grow AUM is primarily dependent on our competitive investment performance and success in building strong relationships with clients, investment consulting firms, financial intermediaries and RIAs. We continually seek to expand AUM by organically growing our current investment strategies and by adding new products as we did via our Salient Acquisition in 2022 (the "Salient Acquisition"), the acquisition of a controlling interest in Broadmark in 2023, the addition of our MIS team in 2023, and the launch of ETFs in 2024 and 2025. We will continue to focus on organic product initiatives to grow our investment strategies while considering new investment strategies via acquisitions or from third parties, as discussed under "Growth Strategy" below. Our growth strategy provides clients with more investment opportunities and diversifies our AUM and revenue sources, thereby reducing risk in any one area of investment and increasing our ability to attract new clients. Our ten largest clients accounted for approximately 20% of our fee revenues for the year ended December 31, 2025. The loss of some or all of these large clients could have a material adverse effect on our business and our results of operations.

Advisory and Sub-advisory Agreements

Westwood Management manages client accounts under investment advisory and sub-advisory agreements. Typical of the asset management industry, these agreements are usually terminable upon short notice by either party and provide for revenues based on the market value of client AUM. Advisory fees are paid quarterly in advance based on AUM on the last day of the preceding quarter, quarterly in arrears based on AUM on the last day of the quarter just ended or based on a daily or monthly average of AUM for the stated period. Some clients have contractual performance-based fee arrangements, which generate additional revenues if we outperform a specified index over a specific period of time. Revenue for performance-based fees is recorded at the end of the measurement period. Revenue from advance payments is deferred and recognized over the period that services are performed. Pursuant to these agreements, Westwood provides overall investment management services, including directing investments in conformity with client-established investment objectives and restrictions. Unless otherwise directed in writing by clients, Westwood has the authority to vote all proxies with respect to securities in client portfolios.

Westwood Management is party to sub-advisory agreements with other investment advisers under which it performs similar services under advisory agreements. Our sub-advisory fees are generally computed based upon the average daily AUM and are payable on a monthly basis.

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Westwood Management provides investment advisory services to the Westwood Funds® family of mutual funds:

Westwood Management provides investment advisory services to the Westwood ETFs:

As of December 31, 2025, AUM in the Westwood Funds® totaled $3.9 billion and AUM in the Westwood ETFs totaled $0.2 billion.

* Following our assessment of the commercial viability of Westwood Quality AllCap (WQAIX), Westwood Quality MidCap (WWMCX), and Westwood LBRTY Global Equity ETF (BFRE), we determined that closing and liquidating these funds was in the best interests of the funds and their shareholders. WQAIX and WWMCX were liquidated on February 24, 2026, and BFRE will be liquidated on March 6, 2026.

Trust

General

Westwood Trust provides fiduciary and investment services to high net worth individuals and families, non-profit endowments and foundations, public and private retirement plans and individual retirement accounts. Westwood Trust is chartered and regulated by the Texas Department of Banking. Fees charged by Westwood Trust are separately negotiated with each client and are typically based on AUM. Clients generally have at least $1 million in investable assets.

Fiduciary Services

Westwood Trust’s fiduciary services include but are not limited to - financial planning, wealth transfer planning, customizable trust services, trust administration and estate settlement. Westwood Trust also provides custodial services, tax reporting, accounting of trust income and principal, beneficiary and retiree distributions and safekeeping of assets.

Investment Services

Westwood Trust utilizes a consultative approach in developing a portfolio asset allocation for individual clients. Our approach involves examining clients' financial situations, including their current investment portfolio, and advising clients on ways to reduce risk, enhance investment returns and strengthen their financial position based on each client’s unique objectives and constraints. Westwood Trust seeks to define and improve the risk/return profiles of client investment portfolios by offering a comprehensive investment solution or by enhancing clients’ existing investment strategies. Westwood Trust manages separate portfolios of equity and fixed income securities for certain agency and trust clients. Equity portfolios are generally patterned after the institutional strategies offered by Westwood Management or developed by our internal investment teams. Fixed income portfolios consist of taxable and tax-exempt portfolios with a high credit quality and intermediate duration bias.

Westwood Trust also sponsors a range of commingled funds in which client assets are commingled to achieve economies of scale. Westwood Trust’s commingled funds fall within two basic categories: personal trusts (common trust funds) and employee benefit trusts (collective investment funds). Westwood Trust sponsors commingled funds for several of the investment strategies managed by Westwood Management.

Westwood Trust also develops asset allocation models for certain clients utilizing its commingled funds, mutual funds managed by Westwood Management and non-affiliated mutual funds.

Enhanced Balanced® Portfolios

Westwood Trust is a strong proponent of asset class diversification and offers its clients the ability to diversify among many different asset classes. Westwood Trust Enhanced Balanced® portfolios allocate assets among these asset classes into a customizable portfolio for clients seeking to maximize return for a given level of risk. Periodic adjustments are made to asset class weightings in Enhanced Balanced® portfolios based on historical returns, risk and correlation data, and our current capital markets outlook.

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Select Equity Strategy

The Westwood Select Equity strategy aims to provide low-frequency turnover and tax efficiency to high net worth individuals. The offering allows individuals to own a diversified portfolio representing our best ideas from across Westwood's investment teams. These portfolios include value and growth stocks, along with small-, mid- and large-capitalization stocks. Westwood Select Equity is also available without the tax efficiency overlay.

Dividend Select Strategy

The Westwood Dividend Select strategy aims to provide dividend income to investors. The offering allows investors to own a diversified portfolio of dividend-producing equity securities. These portfolios primarily include value stocks, along with mid- and large-capitalization stocks.

Thematic Innovation and Growth

The Thematic Innovation and Growth strategy aims to provide long-term appreciation to investors. The offering allows investors to own a concentrated portfolio of securities to provide higher returns commensurate with higher volatility. These portfolios primarily include growth stocks in the mid- to large-capitalization range.

Distribution Channels

Westwood Management investment funds and advisory services are distributed through two primary market channels - Institutional and Intermediary. Our Distribution sales and support infrastructure supports dedicated marketing and client service in both channels. Westwood Trust provides wealth and investment management solutions primarily to individuals and utilizes both Westwood Management and external investment management services.

Institutional

The institutional team markets Westwood mutual funds, collective investment trusts, separate accounts and managed investment solutions, as well as advisory and sub-advisory services to defined benefit and defined contribution corporate and public plan sponsors, foundations and endowments, financial institutions and investment consultants. We maintain strong relationships with many global, national and regional investment consulting firms, which have contributed to our being considered and hired by their clients. By leveraging these relationships, we can offer our investment strategies within select defined contribution and other retirement plans in which clients utilize mutual fund and collective investment trusts vehicles. Sub-advising funds of other financial institutions allows us to extend our marketing reach via other firms' distribution systems.

Intermediary and Retail

In the intermediary and retail channel, our team directly markets our investment services, including the Westwood Funds®, Westwood ETFs and private capital funds to financial intermediaries, RIAs, broker-dealers, and turnkey asset management programs. We also focus on expanding our relationships with financial intermediaries that manage discretionary mutual fund and ETF models.

Managed accounts are similar to sub-advisory relationships in that a third-party financial institution, such as a broker-dealer or RIA, trades securities using our model. The typical managed account client is a high net worth individual or small institution. In these arrangements, the third-party financial institution is responsible to the end client for client service, operations and accounting.

Wealth Management

In our wealth management channel, we generate awareness of our trust fiduciary and investment services through investment consultants, centers of influence, community involvement, and targeted direct marketing to high net worth individuals, families and small to medium-sized institutions. We also seek asset growth generated by referrals from existing clients.

Growth Strategy

We believe we have established a strong platform to support future growth, deriving strength from the experience and capabilities of our management team and our skilled investment, distribution and client service professionals. We believe opportunities for future growth will come from our ability to:

•generate growth in our investment management platform from new and existing clients and consultant relationships;

•attract and retain key employees;

•grow assets in our existing investment strategies;

•foster continued growth of the wealth management platform and distribution channel;

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•expand and enhance intermediary distribution;

•innovate to bring newly developed investment capabilities and vehicles to market;

•pursue strategic corporate development opportunities;

•continue to strengthen our brand name; and

•develop or acquire new investment strategies.

Generate growth from new and existing clients and consultant relationships. A primary business objective is to maintain and enhance existing relationships with clients, investment consultants and intermediaries by providing value-added investment opportunities, performance and excellent client service. We pursue growth via targeted sales and marketing efforts that showcase our boutique, innovative offerings across our product platform. New institutional client accounts are sourced from investment consultants or from our direct sales efforts. The Salient Acquisition, the addition of our MIS team, the launch of several ETFs and the launch of our Energy Secondaries private capital platform have significantly expanded our product range and distribution capabilities. We plan to leverage our increased scale and broader product availability to enhance offerings to institutional, intermediary and wealth management clients. We believe a key factor for our being considered for new client mandates and platform placements is our firm’s in-depth knowledge, our people, our processes and our agility to innovate to meet our client needs with new products and services.

Attract and retain key employees. We have created a workplace environment in which motivated, performance-driven and client-oriented individuals can thrive. As a public company, we offer certain employees a compensation program that includes strong equity incentives to align their success with that of our clients and stockholders. We believe these factors are critical to maintaining a stable, client-focused environment to support future growth.

Grow assets in our existing investment strategies. We have significant capacity to manage additional assets across our investment management platform. We have considerably expanded our range of investment strategies and capabilities through the Salient Acquisition, the addition of MIS and the launch of our Energy Secondaries private capital platform, further enhancing our growth opportunities.

Foster continued growth of the wealth management platform and distribution channel. Westwood Trust serves high net worth and ultra-high net worth individuals and families as well as small to medium-sized institutions. Our location within the Texas Triangle, comprised of Dallas-Fort Worth, Houston, San Antonio, and Austin, provides significant opportunities for future growth. The Texas Triangle is experiencing rapid growth in population and jobs and, in aggregate, represents the 8th largest economy in the world. We anticipate continued interest from clients and prospective clients in our holistic wealth management approach, which leverages our long history and deep experience as a trust company and investment management firm. A significant percentage of Westwood Trust’s asset inflows stems from referrals along with gathering additional assets from existing clients, trends we see continuing.

Expand and enhance intermediary distribution. The Intermediary distribution channel is a key component of our efforts to grow our AUM, primarily with respect to mutual funds, ETFs, separately managed accounts ("SMA"), model-delivery SMA and private capital funds. We continue to seek ways to enhance the effectiveness of our intermediary distribution efforts through the utilization of technology and addition of experienced sales personnel. In recent years we have added a Head of ETF Distribution and an ETF Sales Specialist. We believe our efforts to expand and enhance intermediary distribution enable us to pursue AUM growth in the defined contribution and retirement marketplaces as well as with RIAs and select broker-dealers.

Innovate to bring newly developed investment capabilities and vehicles to market. Being a small, boutique investment manager, we have the agility to bring innovative investment strategies and products to all of our target markets. We have recently expanded our range of investment strategies, capabilities, and vehicles through the following strategic initiatives that will provide future growth opportunities:

•Addition of our MIS team in the fourth quarter of 2023 – our MIS team focuses on tailoring investment solutions to a diverse array of institutional risk/reward tolerances and investment approaches. We have built a proprietary portfolio management system to take the team’s custom solutions capabilities to market. We increased our proactive sales efforts throughout 2025 with well-received road shows focused on consultants and institutional plan sponsors.

•Energy Secondaries private capital – we continue to see attractive opportunities to acquire limited partnership interests in energy private equity funds. Many institutional investors are divesting energy holdings for liquidity purposes as well as environmental, social and governance ("ESG") and other non-fundamental reasons, thereby creating a large supply and demand imbalance. We can provide needed liquidity to these investors in energy private equity funds via our own private capital funds which offer our clients the opportunity to participate in the funds' acquisition of limited partnership interests, generally at discounts to net asset value ranging from approximately 20% to 40%. We have also seen an increase in general partner-led continuation vehicles and co-investment opportunities, which provide our clients with exposure to single or a small number of mature assets with established operating histories.

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•Building our ETF platform – we launched our first two actively-managed ETFs in 2024 and added two more in 2025: Westwood Enhanced Income Opportunity ETF (YLDW) and Westwood LBRTY Global Equity ETF (BFRE). Westwood Enhanced Income Opportunity ETF (YLDW), along with Westwood Salient Enhanced Midstream Income ETF (MDST) and Westwood Salient Enhanced Energy Income ETF (WEEI), comprise our Enhanced Income SeriesTM ETFs. These Enhanced Income SeriesTM funds are designed to provide advisors and investors with a robust solution for generating high distributable monthly income, combining dividend yield and options premiums from covered calls, while offering the potential for equity appreciation across multiple asset classes. We have deployed an ETF ecosystem with top-tier partners, which can serve as a platform for future ETF launches.

•Partnership with WEBs Investments Inc. – in late 2024 we partnered with a newly launched firm, WEBs Investments Inc., to develop and launch innovative investment strategies for investors and advisors. Westwood provided the initial capital to launch WEBs and provides distribution resources and administrative support, with an option to buy the entity subject to achievement of certain growth milestones.

Pursue strategic corporate development opportunities. We continually evaluate strategic corporate development opportunities to augment our organic growth. These may include acquisitions of asset management firms, investment funds, wealth management firms or other financial institutions, as well as hiring investment professionals or teams. We consider opportunities that can enhance our existing operations, expand our range of investment strategies and services, or further develop our distribution capabilities. Acquiring investment firms or hiring investment professionals or teams with investment strategies outside our current areas of expertise can help us attract new clients and provides existing clients with a broader array of investment strategies. We may consider forging alliances with other financial services or technology firms to leverage our core competency of developing and managing investment strategies and obtain enhanced distribution capabilities or additional service offerings.

Continue to strengthen our brand name. We believe that the strength of our brand name has been a key component to our long-term success in the investment industry and will be instrumental to our future success. We have developed a strong brand name largely thanks to our investment performance and attentive client service approach, coupled with high-profile coverage in investment publications and electronic media. Many of our investment professionals have been prominent in print and electronic media, and we will continue to seek creative approaches to strengthen our brand name and reputation in our target markets.

Develop or acquire new investment strategies. We continuously seek opportunities to expand our range of investment strategies available to existing and prospective clients. We consider internally developed strategies to extend our existing investment process to new markets, asset classes or strategies and we may consider externally acquired investment strategies. An expanded range of investment strategies offers more ways to serve our client base, generating diversified revenue streams and underpinning asset and revenue growth.

Competition

We are subject to substantial and growing competition in all aspects of our business. Barriers to entry in the asset management business are relatively low and we expect more competitors in the future. Many asset managers are larger, better known and have greater resources than we do.

We compete with other asset management firms on the basis of investment strategies, investment performance in absolute terms and relative to peer groups, quality of service, the levels of fees charged, attractive compensation offered to key employees and the way in which investment strategies are marketed. Many of our competitors offer more investment strategies and services than we do and many have substantially greater AUM.

We compete against numerous investment dealers, banks, insurance companies, mutual fund companies, ETFs, brokerage and investment firms and others that sell equity funds, taxable income funds, tax-free investments and other investment products. The allocation of assets by many investors from active equity investing has enhanced the ability of firms offering passive equity management to compete more effectively with us. The demand for passive strategies with low-fee structures has rapidly increased and investors frequently demand customized and personalized strategies to fit their investment needs. This shift in the marketplace may benefit competitors offering certain investment vehicles that we do not offer. In summary, our competitive landscape is intense and dynamic, which may affect our ability to compete successfully.

Most prospective clients perform a thorough review of an investment manager’s background, investment policies and performance before committing assets and many prospective clients invite competing firms to make presentations. The process of obtaining a new client typically takes twelve to eighteen months from the time of initial contact. While we have achieved success in competing for clients, we dedicate significant resources to this process over an extended period of time with no certainty of winning client mandates.

Regulation

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Virtually all aspects of our business are subject to federal, state and other non-U.S. jurisdictions' laws and regulations. These laws and regulations are primarily intended to protect investment advisory clients. Under such laws and regulations, agencies that regulate investment advisers have broad administrative powers, including the power to limit, restrict or prohibit advisers from carrying on their business if they fail to comply with such laws and regulations. Possible sanctions include suspension of individual employees, limitations on engaging in certain lines of business for specified periods of time, revocation of investment adviser and other registrations, censures and fines. We believe that we are in compliance with all material laws and regulations.

Westwood Management

Our business is subject to regulation at federal and state levels by the SEC and other regulatory bodies. Westwood Management Corp. and Westwood Advisors, L.L.C. are registered with the SEC under the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and under the laws of various states. As RIAs, Westwood Management Corp. and Westwood Advisors, L.L.C. are regulated and subject to examination by the SEC. The Investment Advisers Act imposes numerous obligations on RIAs, including fiduciary duties, record keeping, operational and marketing requirements and disclosure obligations. Westwood Management Corp. also acts as adviser to the Westwood Funds®, a family of mutual funds and Westwood ETFs registered with the SEC under the Investment Company Act of 1940, as amended (the “Investment Company Act”). As an adviser to a registered investment company, Westwood Management Corp. must comply with the Investment Company Act and related regulations. The Investment Company Act imposes numerous obligations on registered investment companies, including requirements relating to operations, fees charged, sales, accounting, record keeping, disclosure, governance, and restrictions on transactions with affiliates. Under SEC rules and regulations promulgated pursuant to the federal securities laws, we are subject to periodic SEC examinations. The SEC can institute proceedings and impose sanctions for violations of the Investment Advisers Act and the Investment Company Act, ranging from censure to termination of an investment adviser’s registration. The failure of Westwood Management Corp. and Westwood Advisors, L.L.C. to comply with SEC requirements could have a material adverse effect on Westwood. We are also required to comply with anti-money laundering laws and regulations, including the USA PATRIOT Act of 2001, as subsequently amended and reauthorized (the "Patriot Act"). We believe that we are in compliance with the regulations under the Investment Advisers Act, the Investment Company Act and the Patriot Act.

As an investment adviser, we have a fiduciary duty to our clients. The SEC has interpreted that duty to impose standards, requirements and limitations on, among other things: trading of client accounts, allocation of investment opportunities among clients, use of soft dollars, execution of transactions and recommendations to clients. We manage accounts for our clients with the authority to buy and sell securities, select broker-dealers to execute trades and negotiate brokerage commission rates. We receive soft dollar credits from certain broker-dealers that are used to pay for brokerage and research-related products, which reduces certain company operating expenses. We intend to use soft dollars to pay only for brokerage and research-related products and services that fall within the safe harbor provisions of the Exchange Act. If our ability to use soft dollars were reduced or eliminated as a result of the implementation of statutory amendments or new regulations, our operating expenses would increase.

Westwood Trust

Westwood Trust operates in a highly regulated environment and is subject to extensive supervision and examination. As a Texas chartered trust company, Westwood Trust is subject to the Texas Finance Code (the "Finance Code"), the rules and regulations promulgated under the Finance Code and supervision by the Texas Department of Banking. These laws are intended primarily for the protection of Westwood Trust’s clients and creditors rather than for the benefit of investors. The Finance Code provides for and regulates a variety of matters, such as:

•minimum capital maintenance requirements;

•restrictions on dividends;

•restrictions on investments of restricted capital;

•lending and borrowing limitations;

•prohibitions against engaging in certain activities;

•periodic fiduciary and information technology examinations by the Texas Department of Banking Commissioner;

•furnishing periodic financial statements to the Texas Department of Banking Commissioner;

•fiduciary record keeping requirements; and

•prior regulatory approval for certain corporate events (mergers, sale or purchase of all or substantially all trust company assets, and transactions transferring control of a trust company).

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The Finance Code gives the Texas Department of Banking Commissioner broad regulatory powers (including penalties and civil and administrative actions) if the trust company violates certain provisions of the Finance Code, including implementing conservatorship or closure if Westwood Trust is determined to be in a "hazardous condition" (as defined by applicable law). Westwood Trust’s failure to comply with the Finance Code could have a material adverse effect on Westwood.

Westwood Trust is limited by the Finance Code in the payment of dividends to undivided profits, which is described as that part of equity capital equal to the balance of net profits, income, gains and losses since formation minus subsequent distributions to stockholders and transfers to surplus or capital under share dividends or appropriate board resolutions. At the discretion of its Board of Directors (the "Board"), Westwood Trust has made quarterly and special dividend payments, and other distributions, to Westwood Holdings Group, Inc. out of undivided profits.

SEC Broker‑Dealer Registration / FINRA Regulation

SCLP is subject to regulation by the SEC, FINRA and various states. In addition, certain of our employees are registered with FINRA and various states and are subject to SEC, state and FINRA regulation. The failure of the company and/or employees to comply with relevant regulation could have a material adverse effect on our business.

Employee Retirement Income Security Act of 1974

We are subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and to its related regulations insofar as we are a fiduciary under ERISA with respect to some clients. ERISA and applicable provisions of the Internal Revenue Code impose certain duties on fiduciaries under ERISA or on entities that provide services to ERISA plan clients and prohibit certain transactions involving ERISA plan clients.

Human Capital Resources

Health and Safety

The health and safety of our employees is a high priority, consistent with our operating philosophy of focusing on transparency, effective corporate governance, life principles and giving back to the communities in which we live and work.

Diversity and Inclusion

We believe that our culture of diversity and inclusion enables us to develop and fully utilize the strengths of our people. As of December 31, 2025, approximately 41% of our workforce was female and minorities represented approximately 31% of our workforce.

Employees

At December 31, 2025, we had 148 full-time employees, all located in the U.S. No employees are represented by a labor union, and we believe our employee relations are favorable. As of December 31, 2025, approximately 14% of our employees held the Chartered Financial Analyst designation.

Environmental, Social and Governance

ESG Core Principles

Since inception, we have fostered a corporate culture focused on a set of core values. We have found inspiration in Coach John Wooden’s Pyramid of Success™ which helps us aspire to and maintain a culture of teamwork, integrity and putting client interests ahead of our own.

Our ESG focus is guided by the following six pillars:

1.Environmental impact;

2.Diversity and inclusion;

3.Community;

4.Responsible investing;

5.Privacy and data protection; and

6.Governance.

We include ESG pillars in conducting our business and measure ourselves against them because they make good sense. It improves our ability to create an environment that values true diversity, inclusiveness and transparency and ultimately supports long-term employee growth. Our focus on transparency, corporate governance, life principles, ethical conduct and giving back to the communities in which we operate is central to our values.

Governance

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Westwood is committed to the successful integration and promotion of ESG at the corporate level and the investment level. We have separate governing structures to ensure that we have the necessary leadership to create and sustain a clear corporate strategy across our business. The separation of responsibilities among these governing structures ensures proper accountability across our firm.

Westwood’s Board plays an important role to ensure that the interests of shareholders are represented and that Westwood is fulfilling its fiduciary duties. The Board regularly interacts with management to ensure that stakeholder interests are properly considered. Management regularly updates the Board on our ESG efforts and collaboration between the Board and those responsible for ESG is key to our implementation strategy. Our Board benefits from deep industry experience and a majority of its members are independent which enables strong oversight of our business.

Westwood’s ESG Steering Committee is responsible for ensuring effective execution of our overall ESG strategy. Along with our CEO, this group sets the strategic direction for our ESG agenda, oversees its implementation, and reviews our ESG strategy with our Board.

Responsible Investment / ESG Integration

Our responsible investment commitment is evident in our overall investment approach where we take a fundamental approach to identifying high-quality companies and sound businesses around the world. As an active asset manager, ESG issues are directly considered in our bottom-up, fundamental assessment of companies. Our fundamental, financial materiality-based approach to identifying high-quality companies and businesses around the world leads our investment team to consider these issues in their fundamental analyses of the merits of a company's strategy, downside risk and valuation. As ESG integration and evaluation techniques evolve we will adapt to ensure compliance with our fiduciary responsibilities.

Westwood is a signatory of the United Nations Principles for Responsible Investment ("UNPRI") and is committed to adopting and implementing responsible investment principles in a manner consistent with our fiduciary duties to clients. We support the UNPRI and recognize the importance of considering ESG issues as an element in our overall investment process.

Engagement

As part of our fundamental investment research process, our analysts conduct meetings with target company management and investor relations to understand strategy, execution and financial strength throughout the life of our investment. Meetings inform our investment analysis and amplify our understanding of a business’s ability to adapt to changing business environments. Meetings can take place in person, during investment conferences or video calls, and they often build on long-standing relationships. Our understanding of material issues affecting the company is shared with the team in our valuation analyses and recommendations made by our research analysts.

Westwood does not set and track engagement objectives. We engage on specific topics on a case-by-case basis and when ESG or other issues are of specific concern, our team seeks to understand how the company plans to address relevant issues and then tracks them over time. Our engagement is generally conducted via direct dialogue between our investment professionals and company managements which is a more constructive approach toward understanding issues and encouraging solutions that provide value to stakeholders.

Proxy Voting

Westwood views proxy voting rights as valuable portfolio assets. Our overarching principle is to exercise voting responsibilities solely in the best interests of our clients. We use proxy voting as a means of addressing corporate governance issues and identifying corporate actions that enhance shareholder value. Our process benefits from multiple inputs and directly involves our investment professionals.

Westwood uses guidelines from a third-party proxy research service, Glass, Lewis & Co. ("Glass Lewis"), that we believe create value for our clients and cover most proxy issues. The Investment Operations Team, including the head of data governance, oversees the implementation of our proxy voting policy. Westwood’s Corporate Responsibility Committee, together with our investment team’s bi-monthly review of ballots, evaluates the alignment of Glass-Lewis proxy voting guidelines on environmental and social issues with our financial-materiality-based view of ESG integration. The Glass Lewis policy states that it will vote in favor when there is a clear link between the proposal and value enhancement or risk mitigation. Our goal is to vote all proxies and we generally follow the recommendations of our proxy research service however our Research Analysts occasionally recommend a vote that differs from Glass Lewis. We vote against recommendations when we believe that it serves our clients’ best interests. An annual summary of voting is sent to each client for whom proxies are voted.

Social Impact and Corporate Giving

Westwood has a long history of community involvement and support of local charitable causes. This involvement is a cornerstone of our culture, drives employee engagement and makes employees proud to work at Westwood. In honoring Westwood’s history of community involvement and support of local charitable causes, Westwood supports and partners with

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organizations that embrace activities that align with Westwood’s core values of teamwork, excellence, integrity and placement of client and stakeholder interests above our own. Every year, Westwood supports a number of charitable organizations financially and via employee volunteer efforts focused on issues like education, children’s needs, homelessness, food insecurity and disaster relief.

Environment

At Westwood, we embrace caring for our communities and work hard to take care of the world around us. Westwood is committed to the responsible use, and protection of, our natural environment through conservation and sustainable practices that enhance ecosystem resilience, human well-being and ultimately our company’s strength and resiliency. Through our initiative to calculate our travel-related carbon footprint and buy offset carbon credits, we measure and offset greenhouse gas emissions. We are committed to offsetting our carbon emissions generated through air travel which makes up a substantial portion of our carbon emissions.

Diversity and Inclusion

Diversity is an important part of our culture and identity; approximately 41% of our employees are women — many in senior positions — and approximately 31% of our employees self-identify as members of minority communities.

Diversity and inclusion concepts are an integral part of our history, culture and identity. Westwood was founded by a woman in 1983, when the finance industry had only a small percentage of women in the workforce. We embrace opportunity for individuals from all backgrounds and are committed to fostering unique ideas, perspectives and experiences. We encourage an environment where our employees feel valued, involved and empowered to do their best work, deliver the best possible service to our clients and meet their full potential.