CWK 10-K & 10-Q changes, risk factors and insider trading
Cushman & Wakefield Ltd. · NYSE · Real Estate · CIK 1628369 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our success depends upon our ability to recruit and retain qualified revenue-producing advisors and senior management.”
New heading “Increasing use of AI and machine learning technologies in our operations and client service offerings presents emerging risks, and the inadequate deployment and governance of such AI Technologies could adversely affect our business, reputation, financial condition and results of operations.”
New heading “Interruption or failure of our information technology, communications systems or data services could impair our ability to provide our services effectively, which could materially harm our business, reputation, financial condition and results of operations.”
New heading “A security breach or other threat relating to our information systems could lead to confidential information being exposed which could increase the risk of liability and damage our reputation.”
New heading “Failure to comply with current and future cybersecurity, AI governance and data privacy laws and regulations and other confidentiality obligations could damage our reputation and materially harm our results of operations.”
New heading “We have numerous local, regional and global competitors across all of our service lines and the geographies that we serve, and our inability to effectively coordinate and cross-sell our services could lead to significant future competition.”
New heading “Our historical growth has benefited from mergers, acquisitions and investments, which may not perform as expected, and similar opportunities may not be available in the future.”
New heading “Our goodwill or our equity method investments could become impaired, which may require us to take significant non-cash charges against earnings.”
New heading “Our business, financial condition, results of operations and prospects could be adversely affected by our failure to comply with existing and new laws, regulations and licensing requirements applicable to, or maintain adequate insurance coverage for, our Company or service lines.”
New heading “Bermuda’s limited network of international tax treaties may present an incremental tax risk.”
New heading “Risks Related to Our Common Shares”
New heading “Under our current capital allocation strategy, we do not intend to pay cash dividends on our common shares for the foreseeable future.”
Removed heading “Our success depends upon our ability to attract and retain qualified revenue-producing employees and senior management.”
Removed heading “Interruption or failure of our information technology, communications systems or data services could impair our ability to provide our services effectively, which could materially harm our business, financial condition and operating results.”
Removed heading “A security breach or other threat relating to our information systems could adversely affect us.”
Removed heading “Failure to comply with current and future cybersecurity and data privacy regulation and other confidentiality obligations could damage our reputation and materially harm our operating results.”
Removed heading “We have numerous local, regional and global competitors across all of our service lines and the geographies that we serve, and further industry consolidation, fragmentation or innovation could lead to significant future competition.”
Removed heading “Our historical growth has benefited from acquisitions and investments, which may not perform as expected, and similar opportunities may not be available in the future.”
Removed heading “Our goodwill and other intangible assets could become impaired, which may require us to take significant non-cash charges against earnings.”
Removed heading “Our business, financial condition, results of operations and prospects could be adversely affected by our failure to comply with existing and new laws, regulations or licensing requirements applicable to our Company or service lines.”
Removed heading “Risks Related to Our Common Stock”
Removed heading “Under our current capital allocation strategy, we do not intend to pay cash dividends on our ordinary shares for the foreseeable future.”
Removed heading “U.S. investors may have difficulty enforcing civil liabilities against our company or our directors or officers.”
Removed heading “Certain provisions in our articles of association and prohibitions under the U.K. Companies Act may have anti-takeover effects that could prevent a change in control.”
Removed heading “Provisions in the U.K. City Code on Takeovers and Mergers may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would benefit our shareholders.”
Removed heading “As a public limited company incorporated in England and Wales, certain capital structure decisions will require shareholder approval, which may limit our flexibility to manage our capital structure.”
Removed heading “Our articles of association provide that the courts of England and Wales will be the exclusive forum for the resolution of all shareholder complaints other than complaints arising under the Securities Act.”
Largest changes
“Certain laws, regulations and standards across the globe impose requirements regarding cybersecurity, AI governance, data privacy and the security of information maintained by us, our clients and our vendors, as well as increasing reporting obligations in the event of a material cybersecurity incident. These laws and regulations are increasing in scope, complexity and number across the different jurisdictions in which we operate, which require significant resources and attention and have resulted in greater compliance risks for us. …”see in full comparison
“Our information technology and infrastructure may be vulnerable to attacks by various threat actors or to breaches due to personnel error, malfeasance or other disruptions. Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the increased sophistication and activity of hackers, cybercriminals and other external parties. …”see in full comparison
“Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by various threat actors or breached due to employee error, mistake or malfeasance or other disruptions. Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the increased sophistication and activity of hackers, cybercriminals and other external parties. …”see in full comparison
“Certain laws, regulations and standards across the globe impose requirements regarding cybersecurity, data privacy and the security of information maintained by us, our clients and our vendors, as well as increasing reporting obligations in the event of a material cybersecurity incident. These laws and regulations are increasing in scope, complexity and number across the different jurisdictions in which we operate, which requires significant resources and attention and has resulted in greater compliance risks for us. …”see in full comparison
“Effective internal governance of AI Technologies requires robust data‑quality and governance standards, specialized expertise, compliance processes and effective and evolving controls. Our Board of Directors (“Board”) has oversight over our AI strategy, governance, and enterprise risk management (including disintermediation risk) as it relates to AI Technologies. …”see in full comparison
“Our business requires the continued operation of information technology, communication systems and network infrastructure, many of which are supplied by or are dependent upon third-party providers. Our ability to conduct our global business may be materially adversely affected by disruptions to these systems. …”see in full comparison
Full comparison: every changed paragraph (141)
An investment in our ordinarycommon shares involves risks and uncertainty, including, but not limited to, the risk factors described below. If any of the risks described below actually occur, our business, financial condition and results of operations could be materially and adversely affected. You should carefully consider the risks and uncertainties described below as well as our audited consolidated financial statements and the related notes (“Consolidated Financial Statements”), when evaluating the information contained in this Annual Report.
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. For example, in 2024, macroeconomicMacroeconomic uncertainty continued in many markets around the world,world in 2025, including factors such as elevated inflation, international trade policy and ournew business continued to be negatively impacted byor elevated inflationtariffs, elevated levels of unemployment, changes in interest rates and increased volatility in interestforeign currency exchange rates, among other macroeconomic challenges. ThisThese ledfactors have in the past, and may in the future, negatively impact our business, and can lead to ongoing volatility within global capital and credit markets and causedcause delays in certain real estate transaction decisions.
In particular, some of our clients continued to face challenges when attempting to procure credit or financing in 20242025 due to challenging lending conditions and higher capital costs. Clients have in the past and may continue in the future to delay real estate transaction decisions until property values and economic conditions further stabilize, or the economic recovery may progress more slowly than we expect, which could continue to reduce the commissions and fees we earn for brokering those transactions. Furthermore, the continuing prevalence of hybrid working models in certain geographies or industries has resulted in structural changes to the utilization of many types of commercial real estate, which could have ongoing repercussions for 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 and our overall business, financial conditions,conditions and operatingresults results.of operations.
Our success depends upon our ability to attract and retain qualified revenue-producing employees and senior management.
We are dependent upon the retention of our Leasing and Capital markets professionals, who generate a significant amount of our revenues, as well as other revenue producing professionals. The departure of any of our key employees, including our senior executive leadership, or the loss of a significant number of key revenue producers, if we are unable to quickly hire and integrate qualified replacements, could cause our business, financial condition and results of operations to suffer. Competition for these personnel is significant, and our industry is subject to a relatively high turnover of brokers and other key revenue producers, and we may not be able to successfully recruit, integrate or retain sufficiently qualified personnel. In addition, the growth of our business is largely dependent upon our ability to attract and retain qualified support personnel in all areas of our business.
We and our competitors use equity incentives and sign-on and retention bonuses to help attract, retain and incentivize key personnel. There is significant competition when it comes to recruiting and retaining revenue-producing personnel, and the expense of such incentives and bonuses may increase, or our willingness to pay them may decrease, and we may therefore be unable to attract or retain such personnel to the same extent that we have in the past. Any additional decline in, or failure to grow, our ordinary share price may also result in an increased risk of loss of these key personnel. Furthermore, shareholder influence on our compensation practices, including our ability to issue equity compensation, may decrease our ability to offer attractive compensation to key personnel and make recruiting, retaining and incentivizing such personnel more difficult.
Our brand and its attributes are key assets, and we believe our continued success depends on our ability to preserve, grow and leverage the value of our brand. Our ability to attract and retain clients is highly dependent upon the external perceptions of our expertise, level of service, trustworthiness, business practices, management, workplace culture, financial condition, our response to unexpected events and other subjective qualities. Negative perceptions or publicity regarding these matters, even if non-material or from isolated incidents or inaccurate information, could erode trust and confidence in us, damage our reputation or make it difficult for us to attract or retain clients. Unfavorable perceptions of our brand and reputation could also make it more difficult to attract and retain talented employees. Negative public opinion could result from actual or alleged conduct in any number of activities or circumstances, including the personal conduct of individuals associated with our brand, handling of client complaints, conflicts of interest, regulatory compliance, the use and protection of sensitive information, and from actions taken by regulators or others in response to any such conduct. Content posted on social media channels can also cause rapid, widespread reputational harm to our brand.
Our brand and reputation may also be harmed by actions taken by third parties that are outside our control. For example, any shortcoming of or controversy related to a third-party vendor may be attributed to us, thus damaging our reputation and brand value and increasing the attractiveness of our competitors’ services. Also, actions of our joint venture and strategic partners or our alliance and affiliate firms may adversely affect the value of our investments, result in litigation or regulatory action against us, or otherwise damage our reputation and brand. Although we monitor developments for areas of potential risk, negative perceptions or publicity could materially and adversely affect our results of operations and financial condition.
We value the expansion of business relationships with individual corporate clients because of the increased efficiency and economics that can result from performing a broader range of services for the same client. Although our client portfolio is currently highly diversified, as we grow our business, relationships with certain corporate clients may increase, and our client portfolio may become increasingly concentrated. Having an increasingly concentrated base of large corporate clients can lead to greater or more concentrated risks if, among other possibilities, any such client (1) experiences its own financial problems or becomes insolvent, which can lead to our failure to be paid for services we have provided; (2) reduces its operations or its real estate facilities; (3) changes its real estate strategy, such as no longer outsourcing its real estate operations; (4) changes its providers of real estate services; or (5) merges with another corporation or otherwise undergoes a change of control.
Competitive conditions, particularly in connection with large clients, may require us to compromise on certain contract terms relating to the payment of fees, the extent of risk transfer, acting as principal rather than agent in connection with supplier relationships, liability limitations and other contractual terms, or in connection with disputes or potential litigation. If competitive pressures lead us to accept higher levels of potential liability under our contracts, the cost of operational errors and other activities for which we have indemnified our clients could increase and may not be fully insured.
Our business relies heavily on information technology to deliver services that meet the needs of our clients, including technology solutions provided by third parties. If we are unable to effectively execute and maintain these information technology strategies, our ability to deliver high-quality services may be materially impaired. In addition, we consistently make investments in new systems and tools to achieve competitive advantages, including the adoption and integration of Artificial Intelligence (“AI”) technologies. We may experience challenges that delay or prevent such new technologies from being successfully deployed. Further, implementing and maintaining new information technology, including AI tools, could be complex, depend on the quality and accuracy of data inputs, require new sophisticated infrastructure, have ethical and societal implications, or exceed estimated budgets. Additionally, if new AI or other technologies develop rapidly, we may encounter unforeseen difficulties such as performance issues, undetected defects or errors, intellectual property or regulatory concerns, or other unknown risks. If we are unable to successfully adopt and implement new technology solutions in a timely manner, it could materially and adversely impact our business operations, financial performance and our ability to remain competitive in the market.
Additionally, as technology and market demands shift, there is also a risk our employees’ skills may become outdated. If we fail to upskill or reskill our workforce with the necessary future capabilities, it could reduce our competitiveness and efficiency.
Interruption or failure of our information technology, communications systems or data services could impair our ability to provide our services effectively, which could materially harm our business, financial condition and operating results.
Our business requires the continued operation of information technology, communication systems and network infrastructure, many of which are supplied by or dependent upon third-party providers. Our ability to conduct our global business may be materially adversely affected by disruptions to these systems. Information technology and communications systems of us and our providers are vulnerable to damage or disruption from system malfunctions, telecommunications failure, power loss, fire, computer viruses, cybersecurity attacks, natural disasters, acts of war or terrorism, employee errors or malfeasance, or other events which are beyond our control. Any of these events could cause system interruption, delays or loss, corruption or exposure of critical data and may also disrupt our ability to provide services to our clients. Furthermore, any such event could result in substantial recovery and remediation costs and liability to clients or other third parties. We have business continuity plans and backup systems in place, but such disaster recovery planning may not be sufficient and cannot account for all eventualities. An event that results in the destruction or disruption of any data centers or critical technology systems we use could severely affect our ability to conduct normal business operations, and, as a result, our future operating results could be materially adversely affected.
Our business relies heavily on the use of software and commercial real estate data, some of which is purchased or licensed from third-party providers for which there is no certainty of uninterrupted availability. A disruption in our ability to access such software and data, including an inability to renew such licenses on the same or similar terms or to provide data to our professionals, clients or vendors, could adversely affect our results of operations and financial condition.
A security breach or other threat relating to our information systems could adversely affect us.
In the ordinary course of our business, we collect and store sensitive data in our data centers, on our networks and via third-party providers. This data includes proprietary business information and intellectual property of ours and of our clients, as well as personal identifiable information (“PII”) of our employees, clients, contractors and vendors. The secure processing, maintenance and transmission of this information is critical to our operations.
Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by various threat actors or breached due to employee error, mistake or malfeasance or other disruptions. Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the increased sophistication and activity of hackers, cybercriminals and other external parties. Cybersecurity attacks are becoming more sophisticated and include malicious software (malware), ransomware, phishing and spear phishing attacks, wire fraud and payment diversion, account and email takeover attacks, attempts to gain unauthorized access to data, and other forms of cybercrime. We have experienced cybersecurity attacks in the past and we expect additional attacks in the future. Cybersecurity attacks, including attacks that are not ultimately successful, could lead to disruptions in our critical systems, an inability to provide services to our clients resulting in potential revenue loss, unauthorized release of confidential information, remediation costs, fines, litigation or regulatory action against us and significant damage to our reputation. Moreover, the integration of AI by us or by our third-party service providers may pose new or unknown cybersecurity risks. Further, other incidents of theft, loss, disclosure, corruption, exposure, misappropriation, or misuse of PII or proprietary business data, whether resulting from employee error, employee malfeasance or otherwise, could similarly result in adverse effects on our business operations and financial condition.
Additionally, we rely on third parties to support our information and technology networks, including cloud storage solution providers, and as a result we have less direct control over certain of our data and information technology systems. We also engage other third parties to support the services we perform for our clients. Any such third parties are also vulnerable to security breaches and compromised security systems, for which we may not be indemnified, and which could materially adversely affect our operations, reputation or financial condition.
Failure to comply with current and future cybersecurity and data privacy regulation and other confidentiality obligations could damage our reputation and materially harm our operating results.
Certain laws, regulations and standards across the globe impose requirements regarding cybersecurity, data privacy and the security of information maintained by us, our clients and our vendors, as well as increasing reporting obligations in the event of a material cybersecurity incident. These laws and regulations are increasing in scope, complexity and number across the different jurisdictions in which we operate, which requires significant resources and attention and has resulted in greater compliance risks for us. Additionally, certain jurisdictions are developing, or have issued, regulations regarding AI use. Any failure on our part to comply with these laws, regulations and standards could result in negative publicity, diversion of management time and effort, significant liabilities, fines or penalties, or further scrutiny from regulatory bodies.
If confidential information, including material non-public information or personal information we or our vendors and suppliers maintain, is inappropriately disclosed due to a cybersecurity breach, or if any person negligently disregards or intentionally breaches our policies, contractual commitments or other controls with respect to such data, we may incur substantial liabilities to our clients or be subject to fines or penalties imposed by governmental authorities. In addition, any breach or alleged breach of our confidentiality agreements with our clients may result in termination of their engagements, resulting in associated loss of revenue and increased costs.
The buildings we manage for clients, which include some of the world’s largest office properties, logistics facilities and retail centers, are used by numerous people daily. We also manage certain critical facilities (including data centers) that our clients rely on to serve the public and their customers, where unplanned downtime could disrupt their businesses or even impact public safety. Events like fires, earthquakes, tornadoes, hurricanes, floods, other natural disasters, global health crises, building defects, terrorist attacks or mass shootings could result in significant damage to property and infrastructure as well as personal injury or loss of life, which could disrupt our ability to effectively manage client properties. Further, to the extent we are held to have been negligent in connection with our management of such affected properties, we could incur significant financial liabilities and reputational harm.
We have numerous local, regional and global competitors across all of our service lines and the geographies that we serve, and further industry consolidation, fragmentation or innovation could lead to significant future competition.
The ability to attract new clients and retain current clients is key to our business. We compete for business across a variety of service lines within the commercial real estate services industry, including Services (including property, facilities, and project management), Leasing, Capital markets (including representation of both buyers and sellers in real estate sales transactions and the arrangement of equity, debt and structured financing), Valuation and advisory on real estate appraisals and debt and equity decisions. Although we are one of the largest commercial real estate services firms in the world, our relative competitive position varies significantly across geographies, property types and service lines. Depending on the geography, property type or service line, we face competition from other commercial real estate services providers, outsourcing companies, in-house corporate real estate departments, developers, institutional lenders, insurance companies, investment banking firms, investment managers, accounting firms and consulting firms.
Although many of our existing competitors are local or regional firms that are smaller than we are, some of these competitors are larger on a local or regional basis or may have more financial resources allocated to a particular property type or service line. We are further subject to competition from large national and multinational firms that have similar service competencies to ours, and it is possible that further industry consolidation could lead to much larger and more formidable competitors globally or in a particular geography or service line. In addition, disruptive innovation or new technologies, including AI, could alter the competitive landscape in the future and require us to make timely and effective changes to our services or business model in order to compete effectively.
Furthermore, we are dependent on long-term client relationships and on revenue received for services under various service agreements. Many of these agreements may be canceled by the client for any reason with as little as 30 to 60 days’ notice, as is typical in the industry. Some agreements related to our Leasing service line may be rescinded without notice. In this competitive market, if we are unable to maintain long-term client relationships, our business, results of operations and financial condition may be materially adversely affected.
Our historical growth has benefited from acquisitions and investments, which may not perform as expected, and similar opportunities may not be available in the future.
Historically, a significant component of our growth has been generated by acquisitions. Any future growth through acquisitions will depend in part upon the continued availability of suitable acquisition targets at favorable prices and on favorable terms, as well as sufficient funds from our cash on hand, cash flow from operations, or equity or debt financing, any of which may not be available to us. If we incur additional indebtedness or prioritize acquisitions over optional debt repayments, the risks associated with our leverage could increase. See “Risks Related to Our Indebtedness,” below. Additionally, we complete acquisitions with the expectation they will result in various benefits such as enhanced revenues, strengthened market position or cost synergies, but these results are not guaranteed. Failure to achieve the anticipated benefits of any completed acquisitions could adversely affect our business, financial condition and results of operations.
We have also entered into strategic partnerships, alliances, investments and joint ventures from time to time to conduct certain businesses or to operate in certain geographies, and we will consider doing so in appropriate situations in the future. These arrangements involve many of the same risks as acquisitions, but in addition we may not have the ability to direct the management or policies of a partnership, alliance firm, investment or joint venture, particularly if we are the minority owner. Certain of our previous investments have not generated the return or positive impact on our business that we originally expected. If other such partnerships act contrary to our interests, or otherwise fail to perform as expected in the future, it could harm our brand, business, financial condition and results of operations.
Our goodwill and other intangible assets could become impaired, which may require us to take significant non-cash charges against earnings.
Under current accounting guidelines, we must assess, at least annually and potentially more frequently, whether the value of our goodwill and other intangible assets has been impaired. Any impairment of goodwill or other intangible assets as a result of such analysis would result in a non-cash charge against earnings, and such charge could materially adversely affect our reported results of operations, shareholders’ equity and our ordinary share price. A significant and sustained decline in our future cash flows, a significant adverse change in the economic environment, slower growth rates or the decline of our ordinary share price below our net book value per share for a sustained period could result in the need to perform additional impairment analysis in future periods. If we were to conclude that a future write-down of goodwill or other intangible assets is necessary, then we would record such additional charges, which could materially adversely affect our results of operations.
Our business, financial condition, results of operations and prospects could be adversely affected by our failure to comply with existing and new laws, regulations or licensing requirements applicable to our Company or service lines.
We are subject to numerous U.S. federal, state, local and non-U.S. laws and regulations specific to our different service lines. Many of the services we provide (including brokerage of real estate sales and leasing transactions, property and facilities management, project management, conducting real estate valuation and securing debt for clients, among other service lines) require that we comply with regulations and maintain licenses in the various jurisdictions in which we operate. The Company and certain of our subsidiaries and service lines are subject to regulation and oversight by the SEC, FINRA, the UK FCA or other foreign and state regulators or self-regulatory organizations. If we or our employees conduct regulated activities without a required license, or otherwise violate applicable laws and regulations, we could be required to pay fines or return commissions, have a license suspended or revoked, or be subject to other adverse action. Licensing requirements could also impact our ability to engage in certain types of transactions or businesses or affect the cost of conducting business.
We are also subject to laws of broader applicability, such as environmental, tax, antitrust and employment laws and anti-bribery, anti-money laundering and anti-corruption laws. Failure to comply with these requirements could result in the imposition of significant fines by governmental authorities, awards of damages to private litigants and significant amounts paid in legal fees or settlements of these matters. Further, new or revised legislation or regulations applicable to our business, both within and outside of the United States, may have an adverse effect on our business, including increasing the cost of conducting business or preventing us from engaging in certain types of transactions.
In addition, changes in tax laws or regulations and multi-jurisdictional changes enacted in response to the action items provided by the Organization for Economic Co-operation and Development (“OECD”), including the “Pillar Two” initiative, increase tax uncertainty and could impact our effective tax rate and provision for income taxes. While we have not experienced a material effect to date on our effective tax rate, financial position, income taxes or results of operations as a result of Pillar Two, OECD initiatives (or other actions in response to OECD initiatives) could have an impact on our results of operations and financial position in the future as resulting tax laws continue to go into effect.
We rely on third parties, including subcontractors, to perform activities on behalf of our organization to improve quality, increase efficiencies, cut costs and lower operational risks across our business and the services we provide. We have instituted a Global Vendor/Supplier Integrity Policy, which sets out the standards of conduct we expect our vendors and suppliers to uphold. Our contracts with these third parties typically impose a contractual obligation to comply with our policies. In addition, we leverage technology and service providers to help us screen vendors, with the aim of gaining a deeper understanding of the compliance, data privacy, health and safety and other risks posed to our business by potential and existing vendors, as applicable. If our third parties do not meet contractual, regulatory or legal requirements, or do not have the proper safeguards and controls in place, we could be exposed to increased operational, regulatory, financial or reputational risks. Further, a failure by third parties to comply with service level agreements or to otherwise provide services in a high-quality and timely manner could result in economic or reputational harm to us. In addition, these third parties face their own technology, operating and economic risks, and any significant failures by them, including the improper use or disclosure of confidential information, could cause damage to our reputation and harm to our business.
The physical effects of climate change, such as extreme weather conditions and natural disasters occurring more frequently, could have a material adverse effect on our operations and business. To the extent these events occur in regions where we operate, we, our vendors or our clients could experience prolonged infrastructure or service disruptions which could disrupt our or their ability to conduct business. For example, while no Cushman & Wakefield offices suffered major damage, the 2025 wildfires in Los Angeles negatively affected certain of our employees and certain client sites. These conditions could also result in increases in our operating costs and in the costs of managing properties for clients over time. If they persist long-term, these effects could also cause a decline in demand for commercial real estate in certain regions or with certain clients. Additionally, we face climate-related transition risks, including shifts in market preferences toward low carbon solutions and sustainable products and services. If we do not continue to develop and maintain effective strategies, solutions and technologies to help clients meet stricter environmental regulations or their own sustainability goals, we may not be able to compete effectively for certain business opportunities in the future. Further, changes in environmental laws or regulations across the globe, including emissions reporting requirements, could increase our compliance costs or the risk that we are subject to litigation or government enforcement actions. For example, the Corporate Sustainability Reporting Directive (CSRD) in the European Union (“EU”), with reporting requirements that go into effect in 2025, other directives in the EU, and the recent climate disclosure rules in the State of California are expected to increase our sustainability compliance and reporting costs.
The increasing division and polarization of political ideologies, both in the United States and internationally, could negatively impact our operations. Changes in political landscapes, including the new administrationchanges in thegovernment Unitedleadership States,or policy priorities, may result in shifts in legal, regulatory or policy frameworks, which in turn may increase our costs, result in labor challenges, require us to quickly adapt our business practices or result in decreased competitiveness. Political polarization can also influence client behavior and perceptions. If we or our management team are perceived as aligned with a particular political ideology, it may negatively affect our reputation, brand and ability to attract or retain certain clients. Conflicting political ideologies could also lead to workplace challenges, including increased tensions or reduced collaboration, making it more difficult for us to attract or retain key employees.personnel. Additionally, heightened political polarization could escalate into social or civil unrest, posing risks to employeepersonnel safety or disrupting our operations. Such unrest could also lead to economic instability,instability creatingand cause unpredictable market conditions that could adversely affect demand for our services and our results of operations.operations, as discussed in further detail above.
•political instability in certain countries, including continued or worsening hostilities, terrorism, rule of law instability, armed conflicts and civil unrest in certain regions;
•rising insurance premiums across key coverage areas, which may reduce the availability and affordability of adequate insurance coverage;
•the responsibility of complying with numerous, potentially conflicting and frequently complex and changing laws in multiple jurisdictions, e.g., with respect to data protection, tariffs,tariffs and duties, immigration, privacy regulations, corrupt practices, embargoes, taxes, sustainability, trade sanctions, employment and licensing;
Our business activities are subject to a number of laws that prohibit corruption, including anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act; import and export control laws; and economic and trade sanctions programs, including rules administered by the U.S. Office of Foreign Assets Control. Despite the compliance programs we have in place, we may not be successful in complyingpreventing withor thesedetecting lawsviolations in all situationscircumstances, and violations may result in material fines, penalties, and other costs or sanctions against us. Furthermore, our efforts to comply with developments in these laws may adversely impact our business.
Outside of the United States, we generate earnings in other currencies and our operating performance is subject to fluctuations relative to the U.S. dollar (“USD”). During the year ended December 31, 2025, approximately 30% of our revenue was transacted in currencies other than USD. These currency fluctuations have both positively and adversely affected our operatingresults resultsof operations 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. Additionally, due to our changing currency exposures and the volatility of currency exchange rates, we cannot predict the degree to which exchange rate fluctuations will affect our future operatingresults results.of operations.
A significant portion of our revenue is seasonal, especially for service lines such as Leasing and Capital markets. Historically, our revenue and operating income tend to be lowest in the first quarter and highest in the fourth quarter of each year. The seasonal variance between quarters may result in a mismatch of cash flow needs between quarters and may make it difficult to compare our financial condition and results of operations on a quarter-by-quarter basis. Further, as a result of the seasonal nature of our business, any geopolitical, economic or other disruptions that occur in the fourth quarter may have a disproportionate effect on our financial condition and results of operations. As a result, comparisons of our operating results across periods may not be meaningful. In addition, from time to time we may provide guidance during our quarterly earnings calls, earnings releases, investor days or other communications. Such guidance reflects management’s expectations at the time, which are inherently uncertain. Actual results may differ materially from the guidance we provide.
Our success depends upon our ability to recruit and retain qualified revenue-producing advisors and senior management.
We are dependent upon the retention of our Leasing and Capital markets professionals, who generate a significant amount of our revenues, as well as other revenue-producing professionals. The departure of any of our key personnel, including our senior management, or the loss of a significant number of key revenue-producing advisors, if we are unable to quickly hire and integrate qualified replacements, could materially adversely affect our business, financial condition and results of operations. Competition for these personnel is significant, and our industry is subject to a relatively high turnover of advisors and other key revenue producers, and we may not be able to successfully recruit, integrate or retain sufficiently qualified personnel. Macroeconomic uncertainty, volatility in commercial real estate capital markets and fluctuations in transaction activity may exacerbate these challenges by reducing compensation opportunities for revenue-producing personnel or increasing competitive pressures for talent. In addition, the growth of our business is largely dependent upon our ability to recruit and retain qualified support personnel in all areas of our business.
We and our competitors use equity incentives and sign-on and retention bonuses to help recruit, retain and incentivize key personnel. There is significant competition when it comes to recruiting and retaining revenue-producing personnel, and the expense of such incentives and bonuses may increase, or our willingness to pay them may decrease, and we may therefore be unable to recruit or retain such personnel to the same extent that we have in the past. Any additional decline in, or failure to grow, our common share price may also result in an increased risk of loss of these key personnel. Furthermore, shareholder influence on our compensation practices, including our ability to issue equity compensation, as well as increased regulatory, investor or proxy advisory scrutiny of executive and equity-based compensation, may decrease our ability to offer attractive compensation to key personnel and make recruiting, retaining and incentivizing such personnel more difficult.
In addition, in the event that any of our qualified revenue-producing advisors or senior management leave the Company, we need to successfully implement the succession plans we have in place, which require devoting time and resources toward identifying and integrating new personnel into leadership roles and other key positions. If we cannot attract and retain qualified personnel or effectively implement appropriate succession plans, it could have a material adverse impact on our business, financial condition and results of operations.
Our business relies heavily on our ability to deliver services, including our ability to advance our data and digital capabilities, in order to meet the evolving needs of our clients. We continue to make significant investments in new systems and tools to achieve competitive advantages and efficiencies, including increasingly focusing on the adoption and integration of Artificial Intelligence (“AI”), such as generative AI and advanced analytics, into our core service lines. Additionally implementing and maintaining new information technology can be complex, is dependent on the quality and accuracy of data inputs, may require new infrastructure and specialized talent, and may exceed estimated budgets. If we fail to prioritize, properly utilize resources, or implement key technologies that support our workforce and data-driven workflows across service lines, we may experience delays in execution, increased operating costs, inefficiencies in service deliveries and lost business opportunities, which could adversely affect our competitiveness and results of operations.
As technology and market demands continue to evolve, our workforce must adopt new technologies and skills. If we do not effectively upskill or reskill our workforce with the necessary future capabilities, particularly regarding the AI-driven workflows mentioned above, it could further reduce our competitiveness and efficiency.
For a detailed discussion of AI-specific risks, see “Increasing use of AI technologies in our operations and client service offerings presents emerging risks, and the inadequate deployment and governance of these AI technologies could adversely affect our business, reputation, financial condition and results of operations” and “Failure to comply with current and future cybersecurity, AI governance and data privacy laws and regulations and other confidentiality obligations could damage our reputation and materially harm our results of operations” under “Risks Related to Our Business and Industry” in this Item 1A, “Risk Factors” in this Annual Report.
Increasing use of AI and machine learning technologies in our operations and client service offerings presents emerging risks, and the inadequate deployment and governance of such AI Technologies could adversely affect our business, reputation, financial condition and results of operations.
We are increasingly adopting and integrating AI and machine learning technologies (collectively, “AI Technologies”) into our business to support analytics, automation, workflows, decision processes, and other client‑facing and back‑office activities. We expect our reliance on such AI Technologies to continue to grow and current and potential future technological advances in the development and use of AI Technologies may create opportunities for us to provide products and services designed to satisfy client demands. However, if our competitors or other market participants deploy AI technologies more quickly, more effectively, or at lower cost, our competitive position may be adversely affected. Additionally, as AI Technologies continue to improve in the future, we may be required to make significant capital expenditures in order to remain competitive, which may increase our overall expenses. Failure to successfully keep pace with technological change affecting the real estate industry or to maintain current technology and business processes could cause us to lose clients or cause our products and services to be less competitive.
The adoption of AI Technologies within the real estate industry has introduced, and will likely continue to introduce, increased risk of disintermediation, as AI Technologies can provide direct access to information or capabilities that previously required professionals. If AI Technologies enable our clients or partners to replicate elements of our service offerings independently, the demand for our services could decline.
AI Technologies are reliant on the collection and analysis of large amounts of data and complex algorithms. It is possible that the data in such models may contain a degree of inaccuracy and error, potentially to a material degree, and that such data and algorithms could otherwise be inadequate or flawed. As a result, AI Technologies may generate inaccurate, biased, unpredictable, inconsistent or otherwise harmful outputs. Errors or misuse could lead to flawed business decisions, operational disruptions, or client dissatisfaction. These risks are heightened where AI Technologies influence high‑impact services such as leasing, capital markets, valuation and advisory. In addition, the use of AI Technologies could be affected by claims of infringement, misappropriation, or other violations of intellectual property, including based on the use of large datasets used to train AI Technologies or the use of output generated by AI Technologies.
Much of our AI capability relies on third‑party platforms integrated with our proprietary data, and we may be dependent in part on the manner in which those third parties develop their AI Technologies. We may have limited visibility into how these third‑party models are trained, the integrity of their underlying datasets, or the adequacy of embedded controls. Failures or changes in these systems, including errors, unreliable performance, or changes to terms of use, could adversely affect our operations or client services.
Effective internal governance of AI Technologies requires robust data‑quality and governance standards, specialized expertise, compliance processes and effective and evolving controls. Our Board of Directors (“Board”) has oversight over our AI strategy, governance, and enterprise risk management (including disintermediation risk) as it relates to AI Technologies. Despite these efforts, we cannot fully ensure that our governance measures will keep pace with emerging and rapidly evolving global regulations or technology advancements, and we may be exposed to legal, regulatory, compliance or ethical risks. Any failure in the deployment or governance of AI Technologies could adversely affect our reputation, require costly investment to enhance compliance, or expose us to regulatory inquiries, fines, or penalties. For further information on regulatory obligations relating to AI use and data privacy, see “Failure to comply with current and future cybersecurity, AI governance and data privacy laws and regulations and other confidentiality obligations could damage our reputation and materially harm our results of operations” under “Risks Related to Our Business and Industry” in this Item 1A, “Risk Factors” in this Annual Report.
Interruption or failure of our information technology, communications systems or data services could impair our ability to provide our services effectively, which could materially harm our business, reputation, financial condition and results of operations.
Our business requires the continued operation of information technology, communication systems and network infrastructure, many of which are supplied by or are dependent upon third-party providers. Our ability to conduct our global business may be materially adversely affected by disruptions to these systems. Information technology and communications systems of ours and our providers are vulnerable to damage or disruption from system malfunctions, telecommunications failure, power loss, fire, computer viruses, cybersecurity attacks, natural disasters, acts of war or terrorism, personnel errors or malfeasance, or other events which are beyond our control. Any of these events could cause system interruption, loss or corruption of critical data and may also disrupt our ability to provide services to our clients. Any such events could also subject us to regulatory investigations, litigation, contractual liability or reputational harm, including under evolving data protection and cybersecurity laws. Furthermore, any such event could result in substantial recovery and remediation costs and liability to clients or other third parties. An event that results in the destruction or disruption of any data centers or critical technology systems we use could severely affect our ability to conduct normal business operations, and, as a result, our future results of operations could be materially adversely affected. Risks relating to unauthorized access or data exposure are further discussed under “A security breach or other threat relating to our information systems could lead to confidential information being exposed which could increase the risk of liability and damage our reputation” under “Risks Related to Our Business and Industry” in this Item 1A, “Risk Factors” in this Annual Report.
Management's Discussion & Analysis (MD&A)
New heading “Year-to-Date Results:”
New heading “Recoverability of Equity Method Investments”
New heading “Americas: Year ended December 31, 2025 compared to year ended December 31, 2024”
Removed heading “Highlights from the year ended December 31, 2024:”
Removed heading “2025 Debt Activity”
Removed heading “Americas: Year ended December 31, 2024 compared to year ended December 31, 2023”
Largest changes
“The Company performs impairment reviews at the reporting unit (“RU”) level. U.S. GAAP defines an RU as a component of an operating segment if the component constitutes a business, for which discrete financial information is available, and segment management regularly reviews the operating results of that component. When evaluating these assets for impairment, the Company may first perform a qualitative assessment to determine whether it is more likely than not that the RU is impaired. …”see in full comparison
see in full comparison(1)For the year ended December 31, 2024, Otherprimarilyalso reflects one-time consulting costs associated with the Company rebranding, professional services fees associated with discrete offshoring, legal fees and costs associated with an antitrustmatterdispute,(seeone-timeNote 17: Commitmentslegal andContingenciesconsulting costs associated with a secondary offering oftheourNotescommontosharesthebyConsolidatedourFinancialformerStatements),shareholders, non-cash stock-based compensation expense associated with certain one-time retention awards which vested in February2024,2024one-timeand bad debt expense driven by a sublesseedefault, one-time legal and consulting costs associated with a secondary offering of our ordinary shares by our former shareholders and the effects of movements in foreign currency. For the year ended December 31, 2023, Other primarily reflects non-cash stock-based compensation expense associated with certain one-time retention awards, one-time consulting costs associated with certain legal entity reorganization projects, a one-time impairment of certain customer relationship intangible assets and the effects of movements in foreign currency.default.
see in full comparison(1)For the year ended December 31, 2024, Otherprimarilyalso reflects one-time consulting costs associated with the Company rebranding, professional services fees associated with discrete offshoring, legal fees and costs associated with an antitrustmatterdispute,(seeone-timeNote 17: Commitmentslegal andContingenciesconsulting costs associated with a secondary offering oftheourNotescommontosharesthebyConsolidatedourFinancialformerStatements),shareholders, non-cash stock-based compensation expense associated with certain one-time retention awards which vested in February2024,2024one-timeand bad debt expense driven by a sublesseedefault and one-time legal and consulting costs associated with a secondary offering of our ordinary shares by our former shareholders. For the year ended December 31, 2023, Other primarily reflects non-cash stock-based compensation expense associated with certain one-time retention awards, one-time consulting costs associated with certain legal entity reorganization projects and a one-time impairment of certain customer relationship intangible assets.default.
“Goodwill is not amortized, but rather tested for impairment at least annually, typically in the fourth quarter. The Company will test more frequently if there are indicators of impairment or whenever business and economic circumstances change, suggesting the carrying value of goodwill may not be recoverable. These indicators may include sustained significant decline in our share price and market capitalization, a decline in our expected future cash flows, or a significant adverse change in legal factors or in the business climate, among others.”see in full comparison
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.see in full comparisonInImprovements2024,in several underlying macroeconomicuncertaintyfactors drove growth and continued resilience in manymarketsassetaround the world,classes andourservicebusiness continued to be negatively impacted by elevated inflation and increased volatilitylines ininterest rates, among other macroeconomic challenges, which led to ongoing volatility within global capital and credit markets. This has resulted in delays in certain real estate transaction decisions, but we believe it has also led to an increase in available capital ready to be deployed for real estate investments once market conditions become more favorable. While our brokerage revenues increased in 2024 compared to the prior year, transaction volumes were still low compared to 2022. Further, although borrowing costs remain elevated and transaction volumes have not fully stabilized, the commercial real estate industry overall showed signs of improvement in 2024, for example,2025, as evidenced byour Leasingrevenue growth in each of7%our service lines compared tothe2024.yearInended2025,Decemberwe31,experienced2023,continuedprimarilymomentumdriveninbyServicesstrengthand 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 theofficepast andindustrialmaysectors.inHowever,theafuture, 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.
In determining the fair value ofsee in full comparisonouranRUs,equity method investment, the Company typically uses both an income approach, using a discounted cash flow (“DCF”) model based onour mostcurrentforecasts.forecasts, and a market approach, using projected market multiples for comparable companies. The Company discountsthe relatedforecasted cashflowflowsforecastsaccordingusingto the investee’s weighted average cost of capitalmethodat the date of evaluation. Preparation of forecasts and selection of certain assumptions, including thediscount rate,forecastedshort term and long term revenuegrowth rates,andforecasted profitabilitymargins,margins and discount rate, for use in the DCF model involve significant judgments, and changes in these estimates could affect the estimated fair value ofonetheorinvestmentmoreand the measurement ofourtheRUsCompany’sand could result in a goodwillother-than-temporary impairment charge inathe current or futureperiod.periods. Thelong term revenueforecasted growthrate,rates,orforecastedterminalprofitabilityvaluemarginsgrowthandrate,discountisrateoftenare theassumptionassumptions thatcreatescreate the most sensitivity in the estimated fair valueand is based on expectations of future macroeconomic outcomes, such as gross domestic product, inflation, interest rates andunder thegeopoliticalDCFenvironment.model.WeInalsoaddition, we generally use market multipleswhich areobtained from quoted prices of comparablecompaniescompanies, applied to profits, to corroborate our DCF model results.The combined estimated fair value of our reporting units from our DCF model often results in a premium over our market capitalization, commonly referred to as a control premium.
Full comparison: every changed paragraph (112)
As discussed in “Cautionary Note Regarding Forward-Looking Statements,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. With respect to presentation, all statements asserting an “increase” or “decrease” relate to changes from prior applicable periods of comparison.
Cushman & Wakefield is a leading global commercial real estate services firm thatdriven makesto asolve meaningfulcomplex impactproblems for ourreal people,estate clients, communitiesoccupiers and world.investors. Led by an experienced executive teamteam, and driven byour approximately 52,00053,000 employees in nearlyover 400350 offices and approximatelynearly 60 countries,countries we deliverprovide exceptional valueproblem-solving, for real estate occupiersadvisory and owners,execution managingacross approximatelythe 6.0built billion square feet of commercial real estate space globally and offering a broad suite of services through our integrated and scalable platform.environment. Our business is focused on meeting the increasing demands of our clients through comprehensive serviceglobal offerings including (i) Services, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other services.
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:
Highlights from the year ended December 31, 2024:
•Revenue of $9.4$10.3 billion for the year ended December 31, 20242025 decreasedincreased $47.2 million9% from the year ended December 31, 2023.2024.
◦Leasing revenue increased 7% driven by office and industrial leasing in the Americas and APAC.
◦Capital marketsServices revenue increased 4% driven(or by6% excluding the industrial,impact retailof andthe officesale sectorsof anda 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 1% and Services revenue declined 3%.9%.
•Net income of $131.3$88.2 million for the year ended December 31, 20242025 increaseddecreased $166.7$43.1 million compared to a net loss of $35.4 million forfrom the year ended December 31, 2023.2024. Diluted earnings per share for 2025 was $0.38 compared to $0.56 for the year ended December 31, 2024 compared to a diluted loss per share of $0.16 for the year ended December 31, 2023.2024.
◦Recognized a one-time other-than-temporary impairment loss of $177.0 million on our investment in the Greystone JV.
•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.
2025 Debt Activity
In January 2025, we repriced the 2030 Tranche-1 (as defined below) of our Term Loans, reducing the applicable interest rate by 25 basis points to 1-month Term Secured Overnight Financing Rate (“SOFR”) plus 2.75%.
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. InImprovements 2024,in several underlying macroeconomic uncertaintyfactors drove growth and continued resilience in many marketsasset around the world,classes and ourservice business continued to be negatively impacted by elevated inflation and increased volatilitylines in interest rates, among other macroeconomic challenges, which led to ongoing volatility within global capital and credit markets. This has resulted in delays in certain real estate transaction decisions, but we believe it has also led to an increase in available capital ready to be deployed for real estate investments once market conditions become more favorable. While our brokerage revenues increased in 2024 compared to the prior year, transaction volumes were still low compared to 2022. Further, although borrowing costs remain elevated and transaction volumes have not fully stabilized, the commercial real estate industry overall showed signs of improvement in 2024, for example,2025, as evidenced by our Leasing revenue growth in each of 7%our service lines compared to the2024. yearIn ended2025, Decemberwe 31,experienced 2023,continued primarilymomentum drivenin byServices strengthand 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 officepast and industrialmay sectors.in However,the afuture, 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.
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.
Goodwill
Goodwill is not amortized, but rather tested for impairment at least annually, typically in the fourth quarter. The Company will test more frequently if there are indicators of impairment or whenever business and economic circumstances change, suggesting the carrying value of goodwill may not be recoverable. These indicators may include sustained significant decline in our share price and market capitalization, a decline in our expected future cash flows, or a significant adverse change in legal factors or in the business climate, among others.
The Company performs impairment reviews at the reporting unit (“RU”) level. U.S. GAAP defines an RU as a component of an operating segment if the component constitutes a business, for which discrete financial information is available, and segment management regularly reviews the operating results of that component. When evaluating these assets for impairment, the Company may first perform a qualitative assessment to determine whether it is more likely than not that the RU is impaired. If the Company does not perform a qualitative assessment, or if the Company determines that it is not more likely than not that the fair value of the RU exceeds its carrying amount, then the goodwill impairment test becomes a quantitative analysis. If the fair value of an RU is determined to be greater than the carrying value of the RU, goodwill is recoverable. If the fair value of an RU is less than the carrying value, a goodwill impairment loss is recognized for the amount that the carrying amount of the RU, including goodwill, exceeds its fair value, limited to the total amount of the goodwill allocated to the reporting unit.
In determining the fair value of ouran RUs,equity method investment, the Company typically uses both an income approach, using a discounted cash flow (“DCF”) model based on our most current forecasts.forecasts, and a market approach, using projected market multiples for comparable companies. The Company discounts the relatedforecasted cash flowflows forecastsaccording usingto the investee’s weighted average cost of capital method at the date of evaluation. Preparation of forecasts and selection of certain assumptions, including the discount rate, forecasted short term and long term revenue growth rates, and forecasted profitability margins,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 onethe orinvestment moreand the measurement of ourthe RUsCompany’s and could result in a goodwillother-than-temporary impairment charge in athe current or future period.periods. The long term revenueforecasted growth rate,rates, orforecasted terminalprofitability valuemargins growthand rate,discount israte oftenare the assumptionassumptions that createscreate the most sensitivity in the estimated fair value and is based on expectations of future macroeconomic outcomes, such as gross domestic product, inflation, interest rates andunder the geopoliticalDCF environment.model. WeIn alsoaddition, we generally use market multiples which are obtained from quoted prices of comparable companiescompanies, applied to profits, to corroborate our DCF model results. The combined estimated fair value of our reporting units from our DCF model often results in a premium over our market capitalization, commonly referred to as a control premium.
The Company identified four reporting units consisting of Americas, C&W Services, EMEA and APAC. In 2024, we performed a qualitative assessment for C&W Services, EMEA and APAC, and a quantitative assessment for Americas. In 2023, we performed a quantitative assessment for all four RUs.
In both 2024 and 2023, to further validate the reasonableness of the initial quantitative assessment and evaluation, a reconciliation of our market capitalization to the carrying value of our shareholders’ equity was performed by calculating an implied control premium. We concluded that the implied control premium was reasonable based on a comparison to actual control premiums realized in recent comparable market transactions. If our share price declines and such decline is sustained, further evaluation would be necessary and an impairment of our goodwill may result. Additionally, for all RUs in which the Company performed a quantitative assessment in the current and prior year, we performed sensitivity analyses over the key assumptions and concluded that no reasonably possible change to the assumptions used in estimating the fair value of the RU would cause the RUs’ carrying value to equal or exceed their respective fair values, and there is substantial headroom between the estimated fair value of each RU and its carrying value.
In both 2024 and 2023, we performed our goodwill impairment evaluation over the four RUs, resulting in no impairment charges. For additional discussion on our goodwill impairment assessment, refer to Note 6: Goodwill and Other Intangible Assets of the Notes to the Consolidated Financial Statements.
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 the amount and timing ofprojected future taxable income, by relevant jurisdiction, including forecasted short term and long term revenue growth rates and forecasted profitability margins, as well as the expectations of futurethe macroeconomictiming conditions that impact these assumptions,of reversal of existing temporary differences, theamong abilityother tosecondary carrybackfactors losses,such andas certain tax planning strategies. Valuation allowances are evaluated periodically and will beare 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 materialrelevant jurisdictions, and could be adversely affected by these items.
Our results of operations are significantly impacted by economic trends, government policies and the 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.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.
Additionally, outside of the U.S., we generate earnings in other currencies and are subject to fluctuations relative to the U.S. dollar (“USD”).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.
WeThe haveCompany has used the following measures, which are considered “non-GAAP financial measures” under SEC guidelines:
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 measurements 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.
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, integration and other costs related to merger,net, acquisition related costs and efficiency initiatives,costs, cost savings initiatives, Chiefsystem Executive Officer (“CEO”) transitionimplementation costs, servicingloss liability fees and amortization, certain legal and compliance matters, gains(gain) from insurance proceedsproceeds, 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 taxtaxes 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, integration and other costs related to merger, acquisition related costs and efficiency initiatives,costs, cost savings initiatives, CEOsystem transitionimplementation costs, servicing liability fees and amortization, certain legal and compliance matterscosts 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.
Adjustments to U.S. GAAP Financial Measures Used to Calculate Non-GAAP Financial Measures
Unrealized (gain) loss on investments, net represents net unrealized gains and losses on fair value investments. Prior to 2024, this primarily reflected unrealized losses on our investment in WeWork Inc. (“WeWork”).
Impairment of investments reflects certain one-time impairment charges related to investments, equity method investments or other assets.
Loss on dispositionsdispositions, 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.
Acquisition related costs includes certain direct costs incurred in connection with acquiring businesses.
Integration and other costs related to merger reflects the non-cash amortization expense of certain merger related retention awards that will be amortized through 2026, and the non-cash amortization expense of merger related deferred rent and tenant incentives which will be amortized through 2028.
Acquisition related costs and efficiency initiatives includes internal and external consulting costs incurred to implement certain distinct operating efficiency initiatives designed to realign our organization to be a more agile partner to our clients. These initiatives vary in frequency, amount and occurrence based on factors specific to each initiative. In addition, this includes certain direct costs incurred in connection with acquiring businesses.
System implementation costs includes costs incurred related to transformative system implementations that may take several years to complete.
CEO transition costs in 2024 reflects certain payroll taxes associated with compensation for John Forrester, the Company’s former CEO. In 2023, CEO transition costs reflects accelerated stock-based compensation expense associated with stock awards granted to Mr. Forrester, who stepped down from the position of CEO as of June 30, 2023, but who remained employed by the Company as a Strategic Advisor until December 31, 2023. The requisite service period under the applicable award agreements was satisfied upon Mr. Forrester’s retirement from the Company on December 31, 2023. In 2023, CEO transition costs also included Mr. Forrester’s salary and bonus accruals for the second half of 2023. We believe the accelerated stock-based compensation expense, salary and bonus accruals, as well as the payroll taxes associated with such compensation, are similar in nature to one-time severance benefits and are not normal, recurring operating expenses necessary to operate the business.
Servicing liability fees and amortization reflects the additional non-cash servicing liability fees accrued in connection with the A/R Securitization (as defined below) amendments in prior years. The liability will be amortized through June 2026.
Legal and compliance matters includes estimated losses and settlements for certain legal matters which are not considered ordinary course legal matters given the infrequency of similar cases brought against the Company, complexity of the matter, nature of the remedies sought and/or our overall litigation strategy. We exclude such losses from the calculation of Adjusted EBITDA to improve the comparability of our operating results for the current period to prior and future periods.
GainsLoss (gain) from insurance proceedsproceeds, 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.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.
In accordance with Item 303 of Regulation S-K, the Company has excluded the discussion of 20222023 results in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as this discussion can be found in our 20232024 Annual Report on Form 10-K filed with the SEC under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.Operations”.
Reconciliation of Net income (loss) to Adjusted EBITDA (in millions):
(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”.
(1) For the year ended December 31, 2024, Other primarilyalso 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 matterdispute, (seeone-time Note 17: Commitmentslegal and Contingenciesconsulting costs associated with a secondary offering of theour Notescommon toshares theby Consolidatedour Financialformer Statements),shareholders, non-cash stock-based compensation expense associated with certain one-time retention awards which vested in February 2024,2024 one-timeand bad debt expense driven by a sublessee default and one-time legal and consulting costs associated with a secondary offering of our ordinary shares by our former shareholders. For the year ended December 31, 2023, Other primarily reflects non-cash stock-based compensation expense associated with certain one-time retention awards, one-time consulting costs associated with certain legal entity reorganization projects and a one-time impairment of certain customer relationship intangible assets.default.
(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”.
(1) For the year ended December 31, 2024, Other primarilyalso 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 matterdispute, (seeone-time Note 17: Commitmentslegal and Contingenciesconsulting costs associated with a secondary offering of theour Notescommon toshares theby Consolidatedour Financialformer Statements),shareholders, non-cash stock-based compensation expense associated with certain one-time retention awards which vested in February 2024,2024 one-timeand bad debt expense driven by a sublessee default, one-time legal and consulting costs associated with a secondary offering of our ordinary shares by our former shareholders and the effects of movements in foreign currency. For the year ended December 31, 2023, Other primarily reflects non-cash stock-based compensation expense associated with certain one-time retention awards, one-time consulting costs associated with certain legal entity reorganization projects, a one-time impairment of certain customer relationship intangible assets and the effects of movements in foreign currency.default.
What changed in the latest 10-Q
Risk Factors
There have been no material changes to our risk factors as previously disclosed in our 2025 Annual Report.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Year-to-Date Results:”
New heading “Interest expense, net of interest income”
New heading “Earnings from equity method investments”
New heading “Other income, net”
New heading “Provision for income taxes”
New heading “Net income and Adjusted EBITDA”
New heading “Six months ended June 30, 2026 compared to the six months ended June 30, 2025”
New heading “Costs of services”
New heading “Operating, administrative and other”
New heading “Americas: Six months ended June 30, 2026 compared to the six months ended June 30, 2025”
New heading “EMEA: Six months ended June 30, 2026 compared to the six months ended June 30, 2025”
New heading “APAC: Six months ended June 30, 2026 compared to the six months ended June 30, 2025”
Largest changes
“Gross contract costs of $1.7 billion increased $111.1 million or 7%, reflecting higher reimbursed client-dedicated labor costs of approximately $67.0 million and higher third-party consumables and sub-contractor costs of approximately $40.0 million associated with revenue growth in Services and changes in client mix. Of the total Americas Gross contract costs, $1.7 billion and $1.6 billion related to Services for the first half of 2026 and 2025, respectively. …”see in full comparison
“Americas: Six months ended June 30, 2026 compared to the six months ended June 30, 2025”see in full comparison
“EMEA: Six months ended June 30, 2026 compared to the six months ended June 30, 2025”see in full comparison
“APAC: Six months ended June 30, 2026 compared to the six months ended June 30, 2025”see in full comparison
“Six months ended June 30, 2026 compared to the six months ended June 30, 2025”see in full comparison
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 insee in full comparisoneachmost of our service lines. In the firstquarterhalf of 2026, we experienced sustained momentum in Services andacontinuedhigherstrengthvolumeinofLeasingbrokerage transactionsrevenue compared to the firstquarterhalf of 2025. Nonetheless, certain macroeconomic challenges and geopolitical uncertainties, including volatility in interest rates, 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 in EMEA and APAC.A delay or stall in any economic improvement, 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.
Full comparison: every changed paragraph (97)
Effective January 1, 2026, the Company will no longer reportreports “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 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),income, earnings (loss) per share or cash flows for any of the previously reported periods.
FirstSecond Quarter Results:
•Revenue of $2.5$2.8 billion for the firstsecond quarter of 2026 increased 11% from the firstsecond quarter of 2025.
◦Leasing revenue increased 19%,27%, 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 decreased 1%, resulting from a 6% decline in the Americas driven primarily by declines in mid-sized transactions, most notably in the multi-family sector, partially offset by strength in EMEA and APAC.
◦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.
•Net lossincome wasof $12.6$52.7 million for the firstsecond quarter of 2026 compareddecreased to$4.6 netmillion incomeor 8% from the second quarter of $1.92025. millionDiluted earnings per share (“EPS”) was $0.22 for the first quarter of 2025, a decline of $14.5 million. Diluted loss per share was $0.05 for the firstsecond quarter of 2026, down $0.06,$0.03, compared to diluted earnings per share of $0.01$0.25 for the firstsecond 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$183.6 million increased $15.1$21.9 million or 16%14% from the firstsecond quarter of 2025.
•In June 2026, the Company amended its Credit Agreement to (i) reprice a senior secured term loan, reducing the interest rate by 50 basis points to 1-month Term SOFR plus 2.25%, (ii) extend the maturity date to 2033, and (iii) increase the principal amount by $352.5 million. The proceeds were used to partially redeem the senior secured notes due in 2028 which, along with the $100.0 million partial redemption in May 2026, reduced the outstanding principal on the notes by $450.0 million in the quarter.
Year-to-Date Results:
•Revenue of $5.3 billion for the first half of 2026 increased 11% from the first half of 2025.
•Net income of $40.1 million for the first half of 2026 decreased $19.1 million or 32% from the first half of 2025. Diluted EPS was $0.17 for the first half of 2026, down $0.08, compared to $0.25 for the first half of 2025.
◦Adjusted EBITDA of $294.9 million increased $37.0 million or 14% from the first half of 2025.
•Liquidity as of MarchJune 31,30, 2026 was $1.6$1.5 billion, consisting of availability on the Company’s undrawn revolving credit facility of $1.0 billion and cash and cash equivalents of $0.6$0.5 billion.
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 eachmost of our service lines. In the first quarterhalf of 2026, we experienced sustained momentum in Services and acontinued higherstrength volumein ofLeasing brokerage transactionsrevenue compared to the first quarterhalf of 2025. Nonetheless, certain macroeconomic challenges and geopolitical uncertainties, including volatility in interest rates, 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 in EMEA and APAC. A delay or stall in any economic improvement, 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.
Our unaudited interim Condensed 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. Although actual amounts may differ from such estimated amounts, we believe such differences are not likely to be material. A discussion of our critical accounting policies and estimates can be found in the Company’s 2025 Annual Report. There have been no material changes to these policies or estimates as of MarchJune 31,30, 2026.
Adjusted EBITDA: 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 loss (gain) on investments, net; impairment of investments; acquisition related costs; A/R Securitization servicing liability, fees and amortization; pension buy-out settlement loss; non-operating items related to our equity method investment in Cushman Wakefield Greystone LLC (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.
Unrealized loss (gain) on investments, net represents net unrealized gains and losses on real estate investments.
Acquisition related costs includes certain direct costs incurred in connection with acquiring businesses.
Pension buy-out settlement loss represents athe non-cash settlement charge related to a pension buy-out arrangement in the U.K.
Non-operating items related to the Greystone JV reflects certain non-operating activity presented within earnings (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.
The following table sets forth items derived from our Condensed Consolidated Statements of Operations for the three and six months ended MarchJune 31,30, 2026 and 2025 (in millions):
Reconciliation of Net (loss) income to Adjusted EBITDA (in millions):
(1) Other includes miscellaneous income and expense items such as non-cash amortization of certain merger-related deferred rent and tenant incentives, legal fees and costs associated with an antitrust dispute (see Note 11: Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements), costs related to transformative system implementations that may take several years to complete 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. 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 and because we do not consider it to be a normal, recurring operating expense.
For the three and six months ended June 30, 2025, Other also includes the release of a non-ordinary course compliance reserve, which when originally accrued in the third quarter of 2023, had been included as an adjustment in the reconciliation of Net income to Adjusted EBITDA within the line item “Legal and compliance matters,” offset by one-time consulting costs associated with the redomiciliation to Bermuda.
For the three months ended March 31, 2026, Other also reflects estimated settlements related to a breach of warranty claim (see Note 11: Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements). For the three months ended March 31, 2025, Other also reflects one-time consulting costs associated with the redomiciliation to Bermuda.
Three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025
Revenue of $2.5$2.8 billion increased $251.2$278.7 million or 11% compared to the three months ended MarchJune 31,30, 2025, primarily driven by Services and Leasing revenue growth of 9%8% and 19%,27%, respectively. Services revenue was strong across all segments, led by higher facilities management revenue, which increased approximately $78.0$55.0 million including through new client wins and the expansion of existing client mandates,mandates and higher project management revenue in EMEAthe Americas and APAC,EMEA, which increased approximately $26.0$27.0 million and $14.0$20.0 million, respectively. Leasing revenue increased principally duedriven toby growth in the Americas across all deal sizes, with continued strength in office and industrial leasing, including data centers. Capital markets revenue increased 15%, resulting from solid performance in the Americas, with particular strength in the office sector,centers, as healthydemand fundamentalsfor continuehigh-quality toassets supportremained a resilient transaction environment. This continued momentum in Capital markets also reflects our ongoing investments in hiring top talent and strengthening our platform.strong. Valuation and other revenue also increased 9%.10%. Capital markets revenue decreased 1%, resulting from a 6% decline in the Americas driven primarily by declines in mid-sized transactions, most notably in the multi-family sector, partially offset by strength in EMEA and APAC.
Costs of services of $2.1$2.3 billion increased $214.8$234.0 million or 11%12% compared to the three months ended MarchJune 31,30, 2025. Gross contract costs increased $110.0$95.3 million or 11%,9%, principally driven by an increase in reimbursed client-dedicated labor costs of approximately $31.0$44.0 million,million and third-party consumables and sub-contractor costs of approximately $77.0$49.0 million. Of the $95.3 million increase in Gross contract costs, $94.3 million related to Services. Cost of services provided to clients increased $104.8$138.7 million or 11%,14%, primarily due to an increase in employment costs of approximately $93.0$120.0 million, including higher commissions associated with higher brokerage revenue and higher salaries as a result of higher Services revenue. Of the $138.7 million increase in Cost of services provided to clients, $30.2 million related to Services.
Operating, administrative and other expenses of $336.7$349.3 million increased $30.9$31.0 million or 10% compared to the three months ended MarchJune 31,30, 2025, primarily driven by an increase in employment costs of approximately $15.0$14.0 million, largely due to higher salaries,salaries and bonuses, as well as higher technologyoccupancy costscosts, strategic investments and cost inflation. In addition, the Company recorded a non-cash servicing liability of $11.8 million related to the amendment of the A/R Securitization in March 2026.
Interest expense, net of interest income
Interest expense, net of interest income of $59.6 million increased $6.4 million or 12% compared to the three months ended June 30, 2025, primarily due to $4.5 million of costs associated with the amendment of the Credit Agreement, as well as a $2.0 million loss on debt extinguishment from the partial redemptions of the senior secured notes due in 2028.
Earnings from equity method investments
Earnings from equity method investments of $2.3 million increased $2.1 million compared to the three months ended June 30, 2025, primarily due to an increase of $2.2 million recognized from the Greystone JV driven primarily by lower provisions for credit losses for mortgage loans compared to the second quarter of 2025. In the second quarter of 2026, the Greystone JV recorded a non-cash provision for loan losses of $9.0 million, of which the Company recorded $3.6 million based on its 40% equity interest which was included within Earnings (loss) 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 $0.4 million decreased $6.0 million or 94% compared to the three months ended June 30, 2025. The decline was principally driven by an increase in unrealized losses on our real estate investments of $3.4 million.
Provision for income taxes
Provision for income taxes for the second quarter of 2026 was $24.6 million on earnings before income taxes of $77.3 million. For the second quarter of 2025, the provision for income taxes was $18.9 million on earnings before income taxes of $76.2 million. The increase in income tax expense compared to the second quarter of 2025 was primarily attributable to higher earnings before income taxes and changes in the jurisdictional mix of those earnings, as well as discrete tax adjustments recorded in the second quarter of 2026, including higher accruals associated with uncertain tax positions.
Net income and Adjusted EBITDA
Net income of $52.7 million decreased by $4.6 million or 8% compared to the three months ended June 30, 2025. The decrease in net income was principally driven by declines in our Capital markets service line, higher interest expense, higher unrealized losses on real estate investments, higher occupancy costs, strategic investments and cost inflation. These unfavorable trends were partially offset by growth in our Services and Leasing service lines.
Adjusted EBITDA of $183.6 million increased $21.9 million or 14% compared to the three months ended June 30, 2025, attributable to the same factors impacting Net income above, with the exception of interest expense and unrealized losses on real estate investments.
Six months ended June 30, 2026 compared to the six months ended June 30, 2025
Revenue
Revenue of $5.3 billion increased $529.9 million or 11% compared to the six months ended June 30, 2025, primarily driven by Services and Leasing revenue growth of 8% and 24%, respectively. Services revenue was strong across all segments, led by higher facilities management revenue, which increased approximately $133.0 million including through new client wins and the expansion of existing client mandates and higher project management revenue of approximately $91.0 million. Leasing revenue increased principally driven by growth in the Americas across all deal sizes, with continued strength in office and industrial leasing, including data centers, as demand for high-quality assets remained strong. Capital markets revenue increased 6%, with growth in all segments compared to the first half of 2025, reflecting our ongoing investments in hiring top talent and strengthening our platform, partially offset by declines in the multi-family sector. Valuation and other revenue increased 9%.
Costs of services
Costs of services of $4.4 billion increased $448.8 million or 11% compared to the six months ended June 30, 2025. Gross contract costs increased $205.3 million or 10%, principally driven by an increase in reimbursed client-dedicated labor costs of approximately $75.0 million and third-party consumables and sub-contractor costs of approximately $126.0 million. Of the $205.3 million increase in Gross contract costs, $202.9 million related to Services. Cost of services provided to clients increased $243.5 million or 13%, primarily due to an increase in employment costs of approximately $213.0 million, including higher commissions associated with higher brokerage revenue and higher salaries as a result of higher Services revenue. Of the $243.5 million increase in Cost of services provided to clients, $49.1 million related to Services. Total costs of services as a percentage of total revenue was 82% for both the six months ended June 30, 2026 and 2025.
Operating, administrative and other
Operating, administrative and other expenses of $686.1 million increased $62.0 million or 10% compared to the six months ended June 30, 2025, primarily driven by an increase in employment costs of approximately $28.0 million, largely due to higher salaries, as well as higher technology costs, higher occupancy costs, strategic investments and cost inflation. In addition, the Company recorded a non-cash servicing liability of $11.8 million related to the A/R Securitization amendment in March 2026. Operating, administrative and other expenses as a percentage of total revenue was 13% for both the six months ended June 30, 2026 and 2025.
The Company did not incur any Restructuring, impairment and related charges during the firstsix quartermonths ofended June 30, 2026. In the firstsix quartermonths ofended June 30, 2025, Restructuring, impairment and related charges of $6.5 million waswere related to an impairment loss on real estate investments.
Earnings (Lossloss) earnings from equity method investments
Loss from equity method investments was $4.1$1.8 million for the threesix months ended MarchJune 31,30, 2026 compared to earnings from equity method investments of $11.1$11.3 million for the threesix months ended MarchJune 31,30, 2025. The $15.2$13.1 million decline was primarily due to a decrease of $11.2$9.0 million in earnings recognized from the Greystone JV driven by changes in mix of mortgage loan origination volumes compared to the firstsix quartermonths ofended June 30, 2025, 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. In the firstsix quartermonths ofended June 30, 2026, the Greystone JV recorded a non-cash provision for loan losses of $8.6$17.6 million, of which the Company recorded $3.4$7.1 million based on its 40% equity interest which was included within Earnings (Lossloss) earnings from equity method investments. Changes in expectations and forecasts may materially impact the provision for loan losses in the future. In addition, the Company recognized lower earnings from our equity method investment in CWVS Holding Limited (the “Onewo JV”), which declined $3.5$3.2 million compared to the firstsix quartermonths ofended June 30, 2025 due to higher provisions for credit losses.
Other expense, net was $15.0$14.6 million for the threesix months ended MarchJune 31,30, 2026 compared to other income, net of $0.9$7.3 million for the threesix months ended MarchJune 31,30, 2025. The $15.9$21.9 million decline was principally resultingdue fromto athe non-cash settlement loss of $16.6$17.2 million related to a pension buy-out arrangement in the U.K. (see Note 10: Employee Benefits of the Notes to the Condensed Consolidated Financial Statements for further information). In addition, the Company recognized lower realized and unrealized gains from our real estate investments compared to the second quarter of 2025.
Provision for income taxes for the firstsix quartermonths ofended June 30, 2026 was $3.0$27.6 million on a lossearnings before income taxes of $9.6$67.7 million. For the threesix months ended MarchJune 31,30, 2025, the provision for income taxes was $3.1$22.0 million on earnings before income taxes of $5.0$81.2 million. IncomeThe increase in income tax expense remained relatively flat compared to the firstsix quartermonths ofended 2025,June as30, the tax impact from lower earnings before income taxes2025 was largelyprimarily offsetattributable by the higher impact fromto discrete tax adjustments recorded in the first quarterhalf of 2026, including higher withholding taxes and interest accruals forassociated with uncertain tax positions recognizedand inreturn priorto periods.provision adjustments from various foreign entities.
Net (loss) income and Adjusted EBITDA
Net lossincome wasof $12.6$40.1 million fordecreased by $19.1 million or 32% compared to the threesix months ended MarchJune 31, 2026 compared to net income of $1.9 million for the three months ended March 31,30, 2025. The $14.5 million declinedecrease in net income was principally driven by the pension buy-out settlement loss, A/R Securitization servicing liability, lower earnings recognized from our equity method investments, higher occupancy costs, strategic investments and cost inflation. These unfavorable trends were partially offset by growth in all of our service lines.
Adjusted EBITDA of $111.3$294.9 million increased $15.1$37.0 million or 16%14% compared to the threesix months ended MarchJune 31,30, 2025, attributable to the same factors impacting Net lossincome above, with the exception of the pension buy-out settlement loss, A/R Securitization servicing liability and the non-operating items related to the Greystone JV.
Our measure of segment profitability, Adjusted EBITDA, excludes the effects of financings, income taxes and depreciation and amortization, as well as unrealized loss (gain) on investments, net; impairment of investments; acquisition related costs; A/R Securitization servicing liability, fees and amortization; pension buy-out settlement loss; non-operating items related to the Greystone JV; and other non-recurring items.
The following table summarizes the results of operations of our Americas reportable segment for the three and six months ended MarchJune 31,30, 2026 and 2025 (in millions):
(2) Other segment items include earnings (loss) earnings from equity method investments, as well as certain non-GAAP adjustments for unusual, non-recurring or non-operating items used to calculate Adjusted EBITDA.
CWK insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 4 filings (2 insiders, 4 trade dates, 63,328 shares, about $853.6K). Net open-market shares: -63,328 (purchases minus sales); net value about -$853.6K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-01 | Plavin Stephen D |
Option exercise | 10,874 | $12.06 | $131.1K |
| 2026-09-08 | Robinson Nathaniel |
Open-market sale | 12,500 | $13.39 | $167.4K |
| 2026-08-13 | Sayed Laurida |
Open-market sale | 16,000 | $13.88 | $222.1K |
| 2026-08-01 | Wennes Timothy H |
Option exercise | 11,873 | $13.42 | $159.3K |
| 2026-08-01 | Daimler Susan |
Option exercise | 11,873 | $13.42 | $159.3K |
| 2026-07-01 | Mackay Michelle |
Option exercise | 24,960 | — | — |
| 2026-07-01 | Mackay Michelle |
Shares withheld for tax | 13,803 | $13.84 | $191.0K |
| 2026-07-01 | Mackay Michelle |
Option exercise | 133,283 | — | — |
| 2026-07-01 | Mackay Michelle |
Shares withheld for tax | 73,706 | $13.84 | $1.0M |
| 2026-07-01 | Mcdonald Andrew R. |
Option exercise | 57,120 | — | — |
| 2026-07-01 | Mcdonald Andrew R. |
Shares withheld for tax | 29,063 | $13.84 | $402.2K |
| 2026-07-01 | Mcdonald Andrew R. |
Shares withheld for tax | 5,443 | $13.84 | $75.3K |
| 2026-07-01 | Mcdonald Andrew R. |
Option exercise | 10,697 | — | — |
| 2026-07-01 | Perkins Noelle J |
Option exercise | 163,203 | — | — |
| 2026-07-01 | Perkins Noelle J |
Shares withheld for tax | 72,299 | $13.84 | $1.0M |
| 2026-07-01 | Perkins Noelle J |
Shares withheld for tax | 13,540 | $13.84 | $187.4K |
| 2026-07-01 | Perkins Noelle J |
Option exercise | 30,563 | — | — |
| 2026-06-04 | Robinson Nathaniel |
Open-market sale | 24,828 | $13.25 | $329.0K |
| 2026-06-01 | Felman Michelle |
Gift | 17,013 | — | — |
| 2026-06-01 | Felman Michelle |
Gift | 17,013 | — | — |
| 2026-05-15 | Felman Michelle |
Option exercise | 17,013 | — | — |
| 2026-05-15 | Williamson Billie Ida |
Option exercise | 17,013 | — | — |
| 2026-05-15 | Mclean Jodie W. |
Option exercise | 17,013 | — | — |
| 2026-05-15 | Sun Angela |
Option exercise | 17,013 | — | — |
| 2026-05-15 | Vennam Rajesh |
Option exercise | 17,013 | — | — |
| 2026-05-15 | Mcpeek Jennifer J |
Option exercise | 17,013 | — | — |
| 2026-05-12 | Robinson Nathaniel |
Open-market sale | 10,000 | $13.52 | $135.2K |
Well-known investors holding CWK (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Harris Associates (Oakmark Funds) | 2026-06-30 | 1,858,460 | $24.9M | 0.03% | Reduced 1% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 1,900,738 | $23.3M | — | Sold out |
| D. E. Shaw & Co. | 2026-06-30 | 1,117,856 | $15.0M | 0.01% | Reduced 29% |
| Renaissance Technologies | 2026-06-30 | 788,000 | $10.6M | 0.01% | Added 58% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 544,313 | $7.3M | 0.0% | Reduced 7% |
| Millennium Management (Israel Englander) | 2026-06-30 | 519,673 | $6.4M | — | Sold out |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 456,190 | $5.6M | — | Sold out |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 83,953 | $1.1M | 0.0% | Added 2% |
| Two Sigma Investments | 2026-06-30 | 68,700 | $842.3K | — | Sold out |