[10-Q] Cushman & Wakefield Ltd. Quarterly Earnings Report
Filing Explained
Completed refinancing extends part of the debt to 2033, while issued shares increased to 234,498,592 by June 30, 2026.
A Form 10-Q is an unaudited quarterly report; this filing covers the quarter ended
On
At
Common shares issued and outstanding rose from 231,699,585 at
The company is still evaluating a payroll-tax dispute in which the tax authority claims approximately
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2026
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _______________ to _______________
Commission File Number: 001-38611
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
| Not applicable | ||||||||
(Registrant’s telephone number, including area code) | (Former name, former address and former fiscal year, if changed since last report) | |||||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
x | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
As of July 30, 2026, the number of the registrant’s common shares issued and outstanding was 234,713,708 .
CUSHMAN & WAKEFIELD LTD.
QUARTERLY REPORT ON FORM 10-Q
June 30, 2026
TABLE OF CONTENTS
| Page | ||||||||||||||
PART I | ||||||||||||||
| Item 1. | Financial Statements | 2 | ||||||||||||
Condensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025 | 2 | |||||||||||||
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 (unaudited) | 3 | |||||||||||||
Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025 (unaudited) | 4 | |||||||||||||
Condensed Consolidated Statements of Changes in Equity for the three and six months ended June 30, 2026 and 2025 (unaudited) | 5 | |||||||||||||
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (unaudited) | 7 | |||||||||||||
Notes to the Condensed Consolidated Financial Statements (unaudited) | 8 | |||||||||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 27 | ||||||||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 45 | ||||||||||||
| Item 4. | Controls and Procedures | 47 | ||||||||||||
PART II | ||||||||||||||
| Item 1. | Legal Proceedings | 48 | ||||||||||||
| Item 1A. | Risk Factors | 48 | ||||||||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 48 | ||||||||||||
| Item 3. | Defaults Upon Senior Securities | 48 | ||||||||||||
| Item 4. | Mine Safety Disclosures | 48 | ||||||||||||
| Item 5. | Other Information | 48 | ||||||||||||
| Item 6. | Exhibits | 49 | ||||||||||||
Signatures | 50 | |||||||||||||
1
Table of Contents
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
Cushman & Wakefield Ltd.
Condensed Consolidated Balance Sheets
| As of | ||||||||
(in millions, except share data) | June 30, 2026 | December 31, 2025 | ||||||
| Assets | (unaudited) | |||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
Trade and other receivables, net of allowance of $ | ||||||||
Income taxes receivable | ||||||||
| Short-term contract assets, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Goodwill | ||||||||
| Intangible assets, net | ||||||||
| Equity method investments | ||||||||
| Deferred tax assets | ||||||||
| Non-current operating lease assets | ||||||||
| Other non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Short-term borrowings and current portion of long-term debt | $ | $ | ||||||
| Accounts payable and accrued expenses | ||||||||
| Accrued compensation | ||||||||
Income taxes payable | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Long-term debt, net | ||||||||
| Deferred tax liabilities | ||||||||
| Non-current operating lease liabilities | ||||||||
| Other non-current liabilities | ||||||||
| Total liabilities | ||||||||
Commitments and contingencies (see Note 11) | ||||||||
| Shareholders’ equity: | ||||||||
Common shares, par value $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ( | ||||||
| Accumulated other comprehensive loss | ( | ( | ||||||
| Total equity attributable to the Company | ||||||||
| Non-controlling interests | ||||||||
| Total equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
The accompanying notes form an integral part of these Condensed Consolidated Financial Statements.
2
Table of Contents
Cushman & Wakefield Ltd.
Condensed Consolidated Statements of Operations
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
(in millions, except per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||
| Costs and expenses: | |||||||||||||||||
| Costs of services (exclusive of depreciation and amortization) | |||||||||||||||||
| Operating, administrative and other | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Restructuring, impairment and related charges | |||||||||||||||||
| Total costs and expenses | |||||||||||||||||
| Operating income | |||||||||||||||||
| Interest expense, net of interest income | ( | ( | ( | ( | |||||||||||||
| Earnings (loss) from equity method investments | ( | ||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||
| Earnings before income taxes | |||||||||||||||||
| Provision for income taxes | |||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||
| Basic earnings per share: | |||||||||||||||||
| Earnings per share attributable to common shareholders, basic | $ | $ | $ | $ | |||||||||||||
| Weighted average shares outstanding for basic earnings per share | |||||||||||||||||
| Diluted earnings per share: | |||||||||||||||||
| Earnings per share attributable to common shareholders, diluted | $ | $ | $ | $ | |||||||||||||
| Weighted average shares outstanding for diluted earnings per share | |||||||||||||||||
The accompanying notes form an integral part of these Condensed Consolidated Financial Statements.
3
Table of Contents
Cushman & Wakefield Ltd.
Condensed Consolidated Statements of Comprehensive Income
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
(in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||
| Other comprehensive income, net of tax: | |||||||||||||||||
| Designated hedge gain (loss) | ( | ( | |||||||||||||||
| Pension related adjustments | ( | ( | |||||||||||||||
| Foreign currency translation | ( | ||||||||||||||||
| Total other comprehensive income, net | |||||||||||||||||
| Total comprehensive income | $ | $ | $ | $ | |||||||||||||
The accompanying notes form an integral part of these Condensed Consolidated Financial Statements.
4
Table of Contents
Cushman & Wakefield Ltd.
Condensed Consolidated Statements of Changes in Equity
For the three and six months ended June 30, 2026 and 2025
(unaudited)
Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||||||
(in millions) | Common Shares | Common Shares ($) | Additional Paid-in Capital | Accumulated Deficit | Unrealized Hedging Gains (Losses) | Foreign Currency Translation | Defined Benefit Plans | Total Accumulated Other Comprehensive Loss, net of tax | Total Equity Attributable to the Company | Non-Controlling Interests | Total Equity | ||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes | — | ( | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||
| Unrealized gain on hedging instruments, net of tax | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Amounts reclassified from Accumulated other comprehensive loss (AOCI) to the statement of operations, net of tax | — | — | — | — | ( | — | — | ( | ( | — | ( | ||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Pension related adjustments, net of tax | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||||||
(in millions) | Common Shares | Common Shares ($) | Additional Paid-in Capital | Accumulated Deficit | Unrealized Hedging Gains (Losses) | Foreign Currency Translation | Defined Benefit Plans | Total Accumulated Other Comprehensive Loss, net of tax | Total Equity Attributable to the Company | Non-Controlling Interests | Total Equity | ||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Unrealized loss on hedging instruments, net of tax | — | — | — | — | ( | — | — | ( | ( | — | ( | ||||||||||||||||||||||||
| Amounts reclassified from AOCI to the statement of operations, net of tax | — | — | — | — | ( | — | — | ( | ( | — | ( | ||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Pension related adjustments, net of tax | — | — | — | — | — | — | ( | ( | ( | — | ( | ||||||||||||||||||||||||
| Other activity | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||
The accompanying notes form an integral part of these Condensed Consolidated Financial Statements.
5
Table of Contents
Cushman & Wakefield Ltd.
Condensed Consolidated Statements of Changes in Equity
For the three and six months ended June 30, 2026 and 2025
(continued) (unaudited)
Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||||||
(in millions) | Common Shares | Common Shares ($) | Additional Paid-in Capital | Accumulated Deficit | Unrealized Hedging (Losses) Gains | Foreign Currency Translation | Defined Benefit Plans | Total Accumulated Other Comprehensive Loss, net of tax | Total Equity Attributable to the Company | Non-Controlling Interests | Total Equity | ||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes | ( | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||
| Unrealized gain on hedging instruments, net of tax | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Amounts reclassified from AOCI to the statement of operations, net of tax | — | — | — | — | ( | — | — | ( | ( | — | ( | ||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | — | ( | — | ( | ( | — | ( | ||||||||||||||||||||||||
| Pension related adjustments, net of tax | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Other activity | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||||||
(in millions) | Common Shares | Common Shares ($) | Additional Paid-in Capital | Accumulated Deficit | Unrealized Hedging Gains (Losses) | Foreign Currency Translation | Defined Benefit Plans | Total Accumulated Other Comprehensive Loss, net of tax | Total Equity Attributable to the Company | Non-Controlling Interests | Total Equity | ||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes | ( | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||
| Unrealized loss on hedging instruments, net of tax | — | — | — | — | ( | — | — | ( | ( | — | ( | ||||||||||||||||||||||||
| Amounts reclassified from AOCI to the statement of operations, net of tax | — | — | — | — | ( | — | — | ( | ( | — | ( | ||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Pension related adjustments, net of tax | — | — | — | — | — | — | ( | ( | ( | — | ( | ||||||||||||||||||||||||
| Other activity | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||
The accompanying notes form an integral part of these Condensed Consolidated Financial Statements.
6
Table of Contents
Cushman & Wakefield Ltd.
Condensed Consolidated Statements of Cash Flows
(unaudited)
| Six Months Ended June 30, | ||||||||
(in millions) | 2026 | 2025 | ||||||
| Cash flows from operating activities | ||||||||
| Net income | $ | $ | ||||||
| Reconciliation of net income to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Impairment charges | ||||||||
| Unrealized foreign exchange loss (gain) | ( | |||||||
| Stock-based compensation | ||||||||
| Lease amortization | ||||||||
| Loss on debt extinguishment | ||||||||
| Amortization of debt issuance costs | ||||||||
| Earnings (loss) from equity method investments, net of distributions received | ( | |||||||
| Change in deferred taxes | ( | ( | ||||||
| Provision for loss on receivables and other assets | ||||||||
| Unrealized loss on investments, net | ||||||||
| Other operating activities, net | ( | |||||||
| Changes in assets and liabilities: | ||||||||
| Trade and other receivables | ||||||||
Income taxes payable, net of income taxes receivable | ||||||||
| Short-term contract assets and Prepaid expenses and other current assets | ( | ( | ||||||
| Other non-current assets | ( | ( | ||||||
| Accounts payable and accrued expenses | ( | |||||||
| Accrued compensation | ( | ( | ||||||
| Other current and non-current liabilities | ( | ( | ||||||
Net cash used in operating activities | ( | ( | ||||||
| Cash flows from investing activities | ||||||||
| Payment for property and equipment | ( | ( | ||||||
| Acquisition of business, net of cash acquired | ( | |||||||
| Investments in equity securities | ( | ( | ||||||
| Return of beneficial interest in a securitization | ( | ( | ||||||
| Collection on beneficial interest in a securitization | ||||||||
| Other investing activities, net | ||||||||
Net cash provided by investing activities | ||||||||
| Cash flows from financing activities | ||||||||
| Shares repurchased for payment of employee taxes on stock awards | ( | ( | ||||||
| Payment of deferred and contingent consideration | ( | ( | ||||||
| Proceeds from borrowings | ||||||||
| Repayment of borrowings | ( | ( | ||||||
| Debt issuance costs | ( | |||||||
| Payment of finance lease liabilities | ( | ( | ||||||
| Other financing activities, net | ||||||||
| Net cash used in financing activities | ( | ( | ||||||
| Change in cash, cash equivalents and restricted cash | ( | ( | ||||||
| Cash, cash equivalents and restricted cash, beginning of the period | ||||||||
| Effects of exchange rate fluctuations on cash, cash equivalents and restricted cash | ( | |||||||
| Cash, cash equivalents and restricted cash, end of the period | $ | $ | ||||||
The accompanying notes form an integral part of these Condensed Consolidated Financial Statements.
7
Table of Contents
Cushman & Wakefield Ltd.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
Note 1: Basis of Presentation
Readers of this unaudited condensed consolidated quarterly financial information should refer to the audited Consolidated Financial Statements and notes thereto of Cushman & Wakefield Ltd. (together with its subsidiaries, “Cushman & Wakefield,” the “Company,” “we,” “our” and “us”) for the year ended December 31, 2025 included in our 2025 Annual Report on Form 10-K (“2025 Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”) and also available on our website (www.cushmanwakefield.com). Certain footnote disclosures that would substantially duplicate those contained in such audited financial statements or which are not required by the rules and regulations of the SEC for interim financial statement presentation have been condensed or omitted.
Refer to Note 2: Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements in the Company’s 2025 Annual Report for further discussion of the Company’s significant accounting policies and estimates.
Due to seasonality, the results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results of operations to be expected for the year ending December 31, 2026.
The Company provides for the effects of income taxes on interim financial statements based on estimates of the effective tax rate for the full year, which is based on forecasted income by country and enacted tax rates.
Note 2: New Accounting Pronouncements
The following accounting pronouncements were recently adopted by the Company:
Measurement of Credit Losses
In July 2025, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). Since the adoption of ASC Topic 326, Financial Instruments – Credit Losses (“ASC 326”), entities have been required to reflect forecasts of future economic conditions when estimating expected credit losses, including when estimating credit losses arising from current accounts receivable and current contract assets. ASU 2025-05 provides an optional practical expedient whereby entities may assume that current conditions as of the balance sheet date will not change during the remaining life of current accounts receivable and current contract assets. The expedient may be applied to current accounts receivable and current contract asset balances arising from transactions accounted for under ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”), including assets acquired in a business combination transaction. The guidance was effective for annual periods that began after December 15, 2025, including interim periods. The Company adopted the ASU effective January 1, 2026, with no impact to its financial position, results of operations or related disclosures.
The following accounting pronouncements have been issued but are not effective for the current reporting period and have not been early adopted by the Company:
SEC Staff Bulletins and Releases
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, to amend certain disclosure and presentation requirements for a variety of topics within the Accounting Standards Codification (“ASC”). These amendments align the requirements in the ASC to the SEC’s removal of certain disclosure requirements set out in Regulations S-X and S-K. The effective date for each amended topic in the ASC is either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective or, if by June 30, 2027 the
8
Table of Contents
SEC has not removed the requirements, the ASU will be removed from the ASC and will not become effective. Early adoption is prohibited. The ASU may result in the elimination of certain disclosure requirements but will have no impact on the Company’s financial position or results of operations.
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities. This ASU will require a footnote disclosure about specific expenses by requiring entities to disaggregate, in a tabular presentation, certain expense captions presented on the face of our statements of operations. The guidance is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied prospectively or retrospectively. The Company is currently evaluating the impact that the ASU will have on its financial statement disclosures and determining the timing of our adoption. This ASU will result in expanded disclosures related to expenses but will have no impact on the Company’s financial position or results of operations.
Business Combinations – Acquisition of a Variable Interest Entity
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”). ASU 2025-03 revises the guidance in ASC Topic 805, Business Combinations, on identifying the accounting acquirer in a business combination in which the legal acquiree is a variable interest entity (“VIE”) that meets the definition of a business. This ASU requires entities to assess whether a legal acquisition of a VIE should be accounted for as a reverse acquisition, where the legal acquiree is the accounting acquirer, which could impact the form and content of post-combination financial statements, the measurement of goodwill and other matters. Prior to ASU 2025-03, a business combination involving the acquisition of a VIE always resulted in the legal acquirer as the accounting acquirer. The guidance is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted and the amendments must be applied prospectively to all business combinations that occur after the adoption date. The Company is currently evaluating the impact this ASU may have on its financial statements and related disclosures.
Internal-Use Software
In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 modernizes certain aspects of the recognition and disclosure framework for internal-use software costs, including cloud computing arrangements. The ASU removes all references to “development stages” and updates the criteria that must be met for entities to begin capitalizing software costs. The guidance is effective for annual periods beginning after December 15, 2027, including interim periods within those fiscal years. Early adoption is permitted and the amendments may be applied prospectively, retrospectively or using a modified prospective transition method. The Company is currently evaluating the impact this ASU may have on its financial statements and related disclosures.
Derivatives Scope Refinement
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASU 2025-07”). ASU 2025-07 adds a new scope exception in ASC Topic 815, Derivatives and Hedging (“ASC 815”), for certain contracts that are not traded on an exchange and have an underlying that is based on operations or activities specific to one of the parties to the contract. Additionally, the ASU clarifies that when an entity has a right to receive a share-based payment from its customer in exchange for the transfer of goods or services, the share-based payment should be accounted for as noncash consideration within the scope of Topic 606. The guidance is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted and entities may apply the guidance prospectively or on a modified retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings. The Company is currently evaluating the impact this ASU may have on its financial statements and related disclosures.
9
Table of Contents
Hedge Accounting Improvements
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements (“ASU 2025-09”). ASU 2025-09 amends certain aspects of the hedge accounting guidance in ASC 815 to more closely align hedge accounting with the economics of an entity’s risk management activities. The ASU provides guidance on five discrete topics, including topics pertaining to cash flow hedges and the net written option test. The guidance is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted and entities must apply the ASU prospectively for all hedging relationships as of the date of adoption. The Company is currently evaluating the impact this ASU may have on its financial statements and related disclosures.
Government Grants
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (“ASU 2025-10”). ASU 2025-10 provides guidance for the recognition, measurement and presentation of government grants, aiming to reduce diversity in practice and improve consistency. This guidance is effective for annual periods beginning after December 15, 2028, including interim periods within those fiscal years. Early adoption is permitted and the amendments may be applied using a modified prospective, modified retrospective or retrospective approach. The Company is currently evaluating the impact this ASU may have on its financial statements and related disclosures.
Interim Reporting Requirements
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”). ASU 2025-11 intends to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarifies when it applies. The ASU also provides additional guidance on what disclosures should be provided in interim reporting periods and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have had material impact on the entity. The guidance is effective for annual periods beginning after December 15, 2027, including interim periods within those fiscal years. Early adoption is permitted and entities may apply the guidance prospectively or retrospectively. The Company is currently evaluating the impact this ASU may have on its financial statements and related disclosures.
Codification Improvements
In December 2025, the FASB issued ASU 2025-12, Codification Improvements (“ASU 2025-12”). ASU 2025-12 facilitates updates for a broad range of ASC topics arising from technical corrections, unintended application of the ASC, clarifications and other minor improvements. The guidance is effective for annual periods beginning after December 15, 2026, including interim reporting periods within those fiscal years. Early adoption is permitted on an issue-by-issue basis and entities may apply the guidance prospectively or on a modified retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings. The Company is currently evaluating the impact this ASU may have on its financial statements and related disclosures.
Environmental Credits and Environmental Credit Obligations
In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818) (“ASU 2026-02”). ASU 2026-02 establishes accounting and disclosure requirements for environmental credits and environmental credit obligations (“ECOs”). Under the guidance, certain environmental credits should be recognized as assets, while others should be expensed as incurred. Recognized environmental credit assets will generally be measured at cost, will not be amortized, and may be subject to impairment testing. ASU 2026-02 also requires the recognition of an ECO liability in certain instances, including when entities are required to remit cash or environmental credits to a regulator. The guidance is effective for annual periods beginning after December 15, 2027, including interim reporting periods within those fiscal years. Early adoption is permitted, and entities should apply the guidance on a modified retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings. The Company is currently evaluating the impact this ASU may have on its financial statements and related disclosures.
10
Table of Contents
Note 3: Segment Data
The Company reports its operations through the following segments: (1) Americas, (2) Europe, Middle East and Africa (“EMEA”) and (3 ) Asia Pacific (“APAC”). The Americas consists of operations located in the United States, Canada and other markets in North and South America. EMEA includes operations in the United Kingdom (“U.K.”), France, the Netherlands and other markets in Europe and the Middle East. APAC includes operations in Australia, Singapore, India and other markets in the Asia Pacific region.
Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) is the profitability metric reported to the chief operating decision maker (“CODM”), the Chief Executive Officer, for purposes of making decisions about allocation of resources to each segment and assessing performance of each segment. The Company believes that investors find this measure useful in comparing its operating performance to that of other companies in our industry because this measure generally illustrates the underlying performance of the business before unrealized loss (gain) on investments, net; impairment of investments; A/R Securitization (as defined below) servicing liability, fees and amortization; pension buy-out settlement loss; non-operating items related to the Greystone JV (as defined below); 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.
As segment assets are not reported to or used by the CODM to measure business performance or allocate resources, total segment assets and capital expenditures are not presented below.
Effective January 1, 2026, the Company 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”. 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 CODM. 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 have no impact on the Company’s total revenue, consolidated net income, earnings per share or cash flows for any of the previously reported periods. Following these changes to the segment expense information regularly provided to the CODM, historical financial information for each reportable segment in this and future periodic filings have been, or will be, recast to conform with the revised presentation and definition.
The following tables present financial information for each reportable segment including segment revenue, significant segment expenses, Adjusted EBITDA and related reconciliations (in millions):
| Three Months Ended June 30, 2026 | ||||||||||||||
| Americas | EMEA | APAC | Total | |||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||
| Less: | ||||||||||||||
Gross contract costs | ||||||||||||||
| Direct employment costs | ||||||||||||||
| Other direct costs | ||||||||||||||
| Indirect and overhead employment costs | ||||||||||||||
| Other indirect and overhead costs | ||||||||||||||
Add: Other segment items(1) | ||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | ||||||||||
| Three Months Ended June 30, 2025 | ||||||||||||||
| Americas | EMEA | APAC | Total | |||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||
| Less: | ||||||||||||||
Gross contract costs | ||||||||||||||
| Direct employment costs | ||||||||||||||
| Other direct costs | ||||||||||||||
| Indirect and overhead employment costs | ||||||||||||||
| Other indirect and overhead costs | ||||||||||||||
Add: Other segment items(1) | ( | |||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | ||||||||||
11
Table of Contents
| Six Months Ended June 30, 2026 | ||||||||||||||
| Americas | EMEA | APAC | Total | |||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||
| Less: | ||||||||||||||
Gross contract costs | $ | $ | $ | $ | ||||||||||
| Direct employment costs | ||||||||||||||
| Other direct costs | ||||||||||||||
| Indirect and overhead employment costs | ||||||||||||||
| Other indirect and overhead costs | ||||||||||||||
Add: Other segment items(1) | ||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | ||||||||||
| Six Months Ended June 30, 2025 | ||||||||||||||
| Americas | EMEA | APAC | Total | |||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||
| Less: | ||||||||||||||
Gross contract costs | $ | $ | $ | $ | ||||||||||
| Direct employment costs | ||||||||||||||
| Other direct costs | ||||||||||||||
| Indirect and overhead employment costs | ||||||||||||||
| Other indirect and overhead costs | ||||||||||||||
Add: Other segment items(1) | ( | |||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | ||||||||||
(1) Other segment items in the tables above include, for each reportable segment, earnings (loss) from equity method investments, as well as certain non-GAAP adjustments for unusual, non-recurring or non-operating items used to calculate Adjusted EBITDA. See reconciliation of Net income to Adjusted EBITDA below.
The following table includes a reconciliation of Net income to Adjusted EBITDA (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||
| Adjustments: | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Interest expense, net of interest income | |||||||||||||||||
| Provision for income taxes | |||||||||||||||||
| Unrealized loss (gain) on investments, net | ( | ||||||||||||||||
| Impairment of investments | |||||||||||||||||
| Servicing liability, fees and amortization | ( | ||||||||||||||||
| Pension buy-out settlement loss | |||||||||||||||||
| Non-operating items related to the Greystone JV | |||||||||||||||||
| Other | ( | ||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | |||||||||||||
12
Table of Contents
Note 4: Earnings Per Share
Earnings per share (“EPS”) is calculated by dividing Net income by the weighted average shares outstanding.
The following is a calculation of EPS (in millions, except per share amounts):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| Basic EPS | |||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||
| Weighted average shares outstanding for basic earnings per share | |||||||||||||||||
| Basic earnings per share attributable to common shareholders | $ | $ | $ | $ | |||||||||||||
| Diluted EPS | |||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||
| Weighted average shares outstanding for basic earnings per share | |||||||||||||||||
| Dilutive effect of restricted stock units | |||||||||||||||||
| Weighted average shares outstanding for diluted earnings per share | |||||||||||||||||
| Diluted earnings per share attributable to common shareholders | $ | $ | $ | $ | |||||||||||||
Note 5: Revenue
Disaggregation of Revenue
The Company has chosen to disclose revenue by service line based on the nature and timing of revenue recognition. The following tables disaggregate revenue by reportable segment and service line (in millions):
| Three Months Ended June 30, 2026 | |||||||||||||||||
| Revenue recognition timing | Americas | EMEA | APAC | Total | |||||||||||||
| Services | Over time | $ | $ | $ | $ | ||||||||||||
| Leasing | At a point in time | ||||||||||||||||
| Capital markets | At a point in time | ||||||||||||||||
| Valuation and other | At a point in time or over time | ||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||
| Revenue recognition timing | Americas | EMEA | APAC | Total | |||||||||||||
| Services | Over time | $ | $ | $ | $ | ||||||||||||
| Leasing | At a point in time | ||||||||||||||||
| Capital markets | At a point in time | ||||||||||||||||
| Valuation and other | At a point in time or over time | ||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||
| Six Months Ended June 30, 2026 | |||||||||||||||||
| Revenue recognition timing | Americas | EMEA | APAC | Total | |||||||||||||
Services | Over time | $ | $ | $ | $ | ||||||||||||
| Leasing | At a point in time | ||||||||||||||||
| Capital markets | At a point in time | ||||||||||||||||
| Valuation and other | At a point in time or over time | ||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||
| Revenue recognition timing | Americas | EMEA | APAC | Total | |||||||||||||
| Services | Over time | $ | $ | $ | $ | ||||||||||||
| Leasing | At a point in time | ||||||||||||||||
| Capital markets | At a point in time | ||||||||||||||||
| Valuation and other | At a point in time or over time | ||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||
13
Table of Contents
Contract Balances
The Company receives payments from customers based upon contractual billing schedules and accounts receivable are recorded when the right to consideration becomes unconditional. Contract assets include amounts related to the contractual right to consideration for completed performance obligations not yet available to be invoiced. Contract liabilities are recorded when cash payments are received in advance of performance, including amounts which are refundable.
The following table provides information on contract assets and contract liabilities from contracts with customers included in the Condensed Consolidated Balance Sheets (in millions):
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Short-term contract assets | $ | $ | ||||||
| Contract asset allowances | ( | ( | ||||||
| Short-term contract assets, net | ||||||||
| Non-current contract assets | ||||||||
| Contract asset allowances | ( | ( | ||||||
| Non-current contract assets, net included in Other non-current assets | ||||||||
| Total contract assets, net | $ | $ | ||||||
| Contract liabilities included in Accounts payable and accrued expenses | $ | $ | ||||||
Contract liabilities included in Other non-current liabilities | ||||||||
Total contract liabilities | $ | $ | ||||||
The amount of revenue recognized during the six months ended June 30, 2026 that was included in the contract liabilities balance at the beginning of the period was $67.7 million. The Company had no material impairment charges related to contract assets in the periods presented.
Practical Expedient
The Company incurs incremental costs to obtain new contracts across certain of its service lines. As the amortization period of those expenses is 12 months or less, the Company expenses those incremental costs of obtaining the contracts in accordance with Topic 606.
Remaining performance obligations represent the aggregate transaction prices for contracts where the performance obligations have not yet been satisfied. In accordance with Topic 606, the Company does not disclose unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts for which the Company recognizes revenue in the amount to which we have the right to invoice for services performed and (iii) variable consideration for services performed as a series of daily performance obligations, such as those performed within the Services service line. Performance obligations within such Services contracts represent a significant portion of the Company’s contracts with customers not expected to be completed within 12 months.
Note 6: Goodwill and Other Intangible Assets
The following table summarizes the changes in the carrying amount of goodwill by reportable segment (in millions):
| Americas | EMEA | APAC | Total | |||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | ||||||||||
| Effect of movements in exchange rates | ( | ( | ( | |||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | $ | ||||||||||
Portions of goodwill are denominated in currencies other than the U.S. dollar; therefore, a portion of the movements in the reported book value of these balances is attributable to movements in foreign currency exchange rates.
14
Table of Contents
The following tables summarize the carrying amounts and accumulated amortization of intangible assets (in millions):
| As of June 30, 2026 | ||||||||||||||
Useful Life (in years) | Gross Value | Accumulated Amortization | Net Value | |||||||||||
| C&W trade name | Indefinite | $ | $ | — | $ | |||||||||
| Customer relationships | ( | |||||||||||||
| Total intangible assets | $ | $ | ( | $ | ||||||||||
| As of December 31, 2025 | ||||||||||||||
Useful Life (in years) | Gross Value | Accumulated Amortization | Net Value | |||||||||||
| C&W trade name | Indefinite | $ | $ | — | $ | |||||||||
| Customer relationships | ( | |||||||||||||
| Total intangible assets | $ | $ | ( | $ | ||||||||||
Amortization expense was $9.6 million and $10.0 million for the three months ended June 30, 2026 and 2025, respectively, and $19.4 million and $19.9 million for the six months ended June 30, 2026 and 2025, respectively.
Note 7: Equity Method Investments
Certain investments in which the Company has significant influence over the entity’s financial and operating policies, but does not control, are accounted for under the equity method. The Company’s material equity method investments include Cushman Wakefield Greystone LLC (the “Greystone JV”), in which the Company owns a 40 % interest, and CWVS Holding Limited (the “Onewo JV”), in which the Company owns a 35 % interest. In addition, the Company licenses certain of its trademarks to the Onewo JV and recognized royalty fee income of $2.7 million and $2.2 million for the three months ended June 30, 2026 and 2025, respectively, and $5.3 million and $4.4 million for the six months ended June 30, 2026 and 2025, respectively, which is included in Other income (expense), net in the Condensed Consolidated Statements of Operations.
The Company had investments in certain strategic joint ventures classified under the equity method of accounting as follows (in millions):
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Greystone JV | $ | $ | ||||||
Onewo JV | ||||||||
| Other investments | ||||||||
| Total Equity method investments | $ | $ | ||||||
The Company recognized Earnings (loss) from equity method investments during the period as follows (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| Greystone JV | $ | $ | ( | $ | ( | $ | |||||||||||
Onewo JV | |||||||||||||||||
| Other investments | |||||||||||||||||
| Total Earnings (loss) from equity method investments | $ | $ | $ | ( | $ | ||||||||||||
The Company received distributions from equity method investments of $3.0 million and $5.5 million during the three months ended June 30, 2026 and 2025, respectively, and $9.0 million and $5.5 million during the six months ended June 30, 2026 and 2025, respectively.
15
Table of Contents
Note 8: Derivative Financial Instruments and Hedging Activities
The Company is exposed to certain risks arising from both business operations and economic conditions, including interest rate risk and foreign exchange risk. To mitigate the impact of interest rate and foreign exchange risk, the Company enters into derivative financial instruments. The Company converts the majority of its overall interest rate exposure on floating rate borrowings to a fixed-rate basis, primarily with interest rate swap agreements. The Company manages exposure to foreign exchange fluctuations primarily through short-term forward contracts.
There have been no significant changes to the interest rate and foreign exchange risk management objectives from those disclosed in the Company’s audited Consolidated Financial Statements for the year ended December 31, 2025.
Interest Rate Derivative Instruments
In June 2026, the Company entered into seven new interest rate swap agreements. The Company concurrently designated these derivative instruments as cash flow hedges.
As of June 30, 2026, the Company’s interest rate hedging instruments consisted of 18 interest rate swap agreements all designated as cash flow hedges, which included five interest rate swaps with a notional amount of $400.0 million expiring on August 21, 2027, six interest rate swaps with a notional amount of $550.0 million expiring on May 31, 2028, one interest rate swap with a notional amount of $125.0 million expiring on June 29, 2029 and six interest rate swaps with a notional amount of $425.0 million expiring on June 30, 2029.
The Company had previously elected to terminate certain interest rate swap agreements (or a portion thereof) in November 2022, June 2023 and March 2025. Amounts relating to these terminated derivative instruments recorded in Accumulated other comprehensive loss were amortized into earnings over the remaining life of the original swap agreements, which expired on August 21, 2025.
The Company records changes in the fair value of derivatives designated and qualifying as cash flow hedges in Accumulated other comprehensive loss in the Condensed Consolidated Balance Sheets and subsequently reclassifies the changes into earnings in the period that the hedged forecasted transaction affects earnings. As of June 30, 2026 and December 31, 2025, there were $8.4 million and $1.8 million in pre-tax gains and losses, respectively, included in Accumulated other comprehensive loss related to these agreements, which will be reclassified to Interest expense, net of interest income as interest payments are made in accordance with the Credit Agreement; refer to Note 9: Long-Term Debt and Other Borrowings for discussion of the Credit Agreement (which is defined therein). During the next twelve months, the Company estimates that pre-tax gains of $5.8 million will be reclassified to Interest expense, net of interest income in the Condensed Consolidated Statements of Operations.
Non-Designated Foreign Exchange Derivative Instruments
Additionally, the Company enters into short-term forward contracts to mitigate the risk of fluctuations in foreign currency exchange rates that would adversely impact certain of the Company’s foreign currency denominated transactions and assets. Hedge accounting was not elected for any of these contracts. As such, changes in the fair values of these contracts are recorded directly in earnings. The Company recognized a realized gain of $0.3 million and $6.6 million and an unrealized gain of $0.6 million and $0.3 million during the three and six months ended June 30, 2026, respectively. The Company recognized a realized loss of $2.3 million and $3.2 million and an unrealized loss of $0.3 million and $0.6 million during the three and six months ended June 30, 2025, respectively.
As of June 30, 2026 and December 31, 2025, the Company had 28 and 26 foreign currency exchange forward contracts outstanding covering a notional amount of $870.8 million and $758.3 million, respectively. As of June 30, 2026 and December 31, 2025, the Company had not posted, and did not hold, any collateral related to these agreements.
16
Table of Contents
The following table presents the fair value of derivatives as of June 30, 2026 and December 31, 2025 (in millions):
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||
| June 30, 2026 | Assets | Liabilities | Assets | Liabilities | ||||||||||||||||
| Derivative Instrument | Notional | Fair Value | Fair Value | Fair Value | Fair Value | |||||||||||||||
| Designated: | ||||||||||||||||||||
| Cash flow hedges: | ||||||||||||||||||||
| Interest rate swaps | $ | $ | $ | $ | $ | |||||||||||||||
| Non-designated: | ||||||||||||||||||||
| Foreign currency forward contracts | $ | $ | $ | $ | $ | |||||||||||||||
The fair value of interest rate swaps is included within Other non-current assets and Other non-current liabilities, respectively, in the Condensed Consolidated Balance Sheets. The fair value of foreign currency forward contracts is included in Prepaid expenses and other current assets and Other current liabilities in the Condensed Consolidated Balance Sheets. The Company does not net derivatives in the Condensed Consolidated Balance Sheets.
The following table presents the effect of derivatives designated as cash flow hedges in the Condensed Consolidated Statements of Operations for the three months ended June 30, 2026 and 2025 (in millions):
Beginning Accumulated Other Comprehensive (Gain) Loss(1) | Amount of (Gain) Loss Recognized in Other Comprehensive Loss on Derivatives(2) | Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations(3) | Ending Accumulated Other Comprehensive (Gain) Loss | ||||||||||||||||||||
| Three Months Ended June 30, 2026 | |||||||||||||||||||||||
| Interest rate cash flow hedges | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||
| Interest rate cash flow hedges | $ | ( | $ | $ | $ | ( | |||||||||||||||||
(1) Amount is net of related deferred tax expense of $1.0 million and benefit of $4.6 million for the three months ended June 30, 2026 and 2025, respectively.
(2) Amount is net of related deferred tax expense of $1.5 million and benefit of $0.8 million for the three months ended June 30, 2026 and 2025, respectively.
(3) Amount is net of related deferred tax expense of $0.2 million and $0.7 million for the three months ended June 30, 2026 and 2025, respectively.
During the three months ended June 30, 2026 and 2025, gains of $0.5 million and $5.6 million, respectively, related to interest rate hedges were reclassified into earnings and recognized in Interest expense, net of interest income in the Condensed Consolidated Statements of Operations.
The following table presents the effect of derivatives designated as hedges in the Condensed Consolidated Statements of Operations for the six months ended June 30, 2026 and 2025 (in millions):
Beginning Accumulated Other Comprehensive Loss (Gain)\(1) | Amount of (Gain) Loss Recognized in Other Comprehensive Loss on Derivatives(2) | Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Statement of Operations(3) | Ending Accumulated Other Comprehensive (Gain) Loss | ||||||||||||||||||||
| Six Months Ended June 30, 2026 | |||||||||||||||||||||||
| Interest rate cash flow hedges | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||
| Interest rate cash flow hedges | $ | ( | $ | $ | $ | ( | |||||||||||||||||
(1) Amount is net of related deferred tax benefit of $0.5 million and $2.5 million for the six months ended June 30, 2026 and 2025, respectively.
(2) Amount is net of related deferred tax expense of $3.2 million and benefit of $2.0 million for the six months ended June 30, 2026 and 2025, respectively.
(3) Amount is net of related deferred tax expense of $0.4 million and $1.6 million for the six months ended June 30, 2026 and 2025, respectively.
During the six months ended June 30, 2026 and 2025, gains of $1.0 million and $11.0 million, respectively, related to interest rate hedges were reclassified into earnings and recognized in Interest expense, net of interest income in the Condensed Consolidated Statements of Operations.
17
Table of Contents
Note 9: Long-Term Debt and Other Borrowings
Long-term debt consisted of the following (in millions):
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Collateralized: | ||||||||
Term loan due January 2030 tranche-1, net of unamortized discount and financing costs of $ | $ | $ | ||||||
Term loan due January 2030 tranche-2, net of unamortized discount and financing costs of $ | ||||||||
Term loan due June 2033, net of unamortized discount and financing costs of $ | ||||||||
| Finance lease liabilities | ||||||||
| Total | ||||||||
| Less: current portion of long-term debt | ( | ( | ||||||
| Total Long-term debt, net | $ | $ | ||||||
Credit Agreement
On August 21, 2018, the Company entered into an initial $3.5 billion credit agreement (as amended from time to time, the “Credit Agreement”), comprised of an initial $2.7 billion senior secured term loan and a revolving credit facility (the “Revolver”).
Term Loans
On June 12, 2026, the Company amended the Credit Agreement to (i) reprice $847.5 million aggregate principal outstanding under a senior secured term loan (as amended, the “2033 Term Loan”), reducing the applicable interest rate from 1-month Term Secured Overnight Financing Rate (“SOFR”) plus 2.75 % to 1-month Term SOFR plus 2.25 %, (ii) extend the maturity date of the 2033 Term Loan from January 31, 2030 to June 12, 2033, and (iii) increase the principal amount of the 2033 Term Loan by $352.5 million. The proceeds were used to partially redeem the senior secured notes due in 2028 (discussed below). In connection with the amendment, the Company incurred additional debt transaction costs of $14.5 million, of which $10.0 million were capitalized and amortized over the remaining term of the loan and $4.5 million were recognized directly in Interest expense, net of interest income.
As of June 30, 2026, the Company had $838.0 million in aggregate principal outstanding under a senior secured term loan due January 31, 2030 (the “2030 Term Loan”) and $1.2 billion in aggregate principal outstanding under the 2033 Term Loan (collectively referred to as the “Term Loans”).
In 2025, the Company amended the Credit Agreement to reprice the Term Loans three times, reducing the applicable interest rates. In connection with the amendments, the Company incurred additional debt transaction costs, a portion of which was capitalized and will be amortized over the remaining terms of the Term Loans and the remainder of which was recognized directly in Interest expense, net of interest income.
The Credit Agreement requires quarterly principal payments equal to 0.25 % of the aggregate principal amount of outstanding borrowings under the Term Loans, including any incremental borrowings. In 2025, the Company elected to prepay a total of $300.0 million in principal outstanding under the Term Loans.
The Term Loans bear interest at a variable rate that the Company may select per the terms of the Credit Agreement. As of June 30, 2026, the Company elected to use an annual rate equal to (i) 1-month Term SOFR (subject to a minimum floor of 0.50 %), plus 2.50 % for the 2030 Term Loan and (ii) 1-month Term SOFR (subject to a minimum floor of 0.50 %), plus 2.25 % for the 2033 Term Loan. As of June 30, 2026, the effective interest rates were 6.36 % and 6.19 % for the 2030 Term Loan and the 2033 Term Loan, respectively.
18
Table of Contents
Revolver
As of June 30, 2026, borrowing capacity under the Revolver was $1.0 billion. Borrowings under the Revolver, if any, bear interest at our option, at 1-month Term SOFR, plus an applicable rate varying from 1.75 % to 2.75 % based on achievement of certain Net Leverage Ratios (as defined in the Credit Agreement). The Revolver was undrawn as of June 30, 2026 and December 31, 2025 and matures on October 21, 2030.
Senior Secured Notes due 2028
On May 22, 2020, the Company issued $650.0 million of senior secured notes due May 15, 2028 (the “2028 Notes”). Net proceeds from the 2028 Notes were $638.5 million, consisting of a $650.0 million aggregate principal amount less $11.5 million from issuance costs. The 2028 Notes were offered in a private placement exempt from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”).
On May 15, 2026, the Company completed a partial redemption of $100.0 million of the aggregate principal amount of the 2028 Notes. In addition, on June 15, 2026, the Company completed a partial redemption of $350.0 million of the aggregate principal amount of the 2028 Notes using proceeds from the increase in principal of the 2033 Term Loan (discussed above). These partial redemptions resulted in a loss on debt extinguishment of $2.0 million, which was recognized in Interest expense, net of interest income. Following these partial redemptions, $200.0 million aggregate principal amount of the 2028 Notes remained outstanding as of June 30, 2026.
The 2028 Notes bear interest at a fixed rate of 6.75 % and yielded an effective interest rate of 6.96 % as of June 30, 2026.
Senior Secured Notes due 2031
On August 24, 2023, the Company issued $400.0 million of senior secured notes due September 1, 2031 (the “2031 Notes”). Net proceeds from the 2031 Notes were $392.8 million, consisting of a $400.0 million aggregate principal amount less $7.2 million from issuance costs. The 2031 Notes were offered in a private placement exempt from registration under the Securities Act. The 2031 Notes bear interest at a fixed rate of 8.88 % and yielded an effective interest rate of 9.09 % as of June 30, 2026.
Financial Covenant and Related Terms
The Credit Agreement has a springing financial covenant, tested on the last day of each fiscal quarter if the outstanding borrowings under the Revolver exceed an applicable threshold. If the financial covenant is triggered, the Net Leverage Ratio (as defined in the Credit Agreement) may not exceed 5.00 to 1.00. In addition, the Credit Agreement, the indenture governing the 2028 Notes and the indenture governing the 2031 Notes impose certain operating and financial restrictions on the Company, and in the event of certain defaults, all of the Company’s outstanding borrowings under the Credit Agreement, the 2028 Notes and the 2031 Notes, together with accrued interest and other fees, could become immediately due and payable.
The Company was in compliance with all of the covenants under the Credit Agreement, the indenture governing the 2028 Notes and the indenture governing the 2031 Notes as of June 30, 2026 and December 31, 2025.
Note 10: Employee Benefits
The Company offers defined benefit plans in certain jurisdictions. In the U.K., the Company provides two defined benefit plans to certain employees and former employees based on final pensionable salary, both of which are closed to new members.
In 2022, the Company completed buy-in transactions for these two defined benefit plans in the U.K., whereby the trustees of the plans purchased a bulk annuity insurance policy, under which the insurer is committed to pay the plan cash flows intended to match the benefit payments. Under the buy-in arrangements, the benefit obligations were not transferred to the insurer; rather, the Company retains full responsibility for paying the members’ benefits. The buy-in arrangements also allow for the future conversion into buy-out arrangements whereby the insurance company would assume full responsibility for the pension benefit obligations.
19
Table of Contents
In March 2026, the buy-out process for one of the U.K. defined benefit plans was completed and all of the Company’s future pension obligations associated with this plan were transferred to the insurance company. As of December 31, 2025, the fair value of pension plan assets and projected benefit obligations in this plan were $66.4 million and $64.6 million, respectively. Upon settlement, the Company derecognized such net defined benefit plan assets and liabilities from its consolidated balance sheet. Additionally, upon settlement, the remaining losses recorded in Accumulated other comprehensive loss of $17.2 million were recognized as a non-cash component of net periodic pension cost within Other income (expense), net in the Condensed Consolidated Statement of Operations. The Company anticipates that it is reasonably possible the buy-out process for the second U.K. defined benefit plan will be completed in the next 12 months.
Note 11: Commitments and Contingencies
Contingencies
In the normal course of business, the Company is subject to various claims and litigation. The Company is also subject to threatened or pending legal actions arising from activities of contractors. A liability is recorded for claims or other contingencies when the risk of loss is probable and the amount can be reasonably estimated. Legal fees are expensed as incurred. Many of these claims may be covered under the Company’s current insurance programs, subject to self-insurance levels and deductibles. The timing and ultimate settlement of these matters is inherently uncertain; however, based upon information currently available, unless otherwise noted, we believe the resolution of such claims and litigation will not have a material adverse effect on our financial position, results of operations or liquidity.
The Company is also subject to various workers’ compensation and medical claims, primarily as it relates to claims by employees in the U.S. for medical benefits and lost wages associated with injuries incurred in the course of their employment. A liability is also recorded for the Company’s incurred but not reported (“IBNR”) claims, the amount of which is determined based on prior claims history.
These various contingent claims liabilities are presented as Other current liabilities and Other non-current liabilities in the Condensed Consolidated Balance Sheets. As of June 30, 2026 and December 31, 2025, contingent liabilities recorded within Other current liabilities were $86.8 million and $85.0 million, respectively, and contingent liabilities recorded within Other non-current liabilities were $69.5 million and $65.0 million, respectively. These contingent liabilities are made up of errors and omissions (“E&O”) claims, litigation matters, general liability, workers’ compensation and other medical claims. As of June 30, 2026 and December 31, 2025, E&O and other litigation claims were $50.6 million and $51.4 million, respectively, and general liability, workers’ compensation and medical claims liabilities were $105.7 million and $98.6 million, respectively.
The Company had no material insurance receivable balances outstanding as of June 30, 2026 or December 31, 2025.
Payroll Tax Claims
In a non-U.S. jurisdiction, the Company is currently engaged in a dispute with a local tax authority about the application of tax rules related to certain payroll taxes with respect to two of our subsidiaries for tax years ended 2015 to 2022. The tax authority has claimed that the Company owes unpaid employer payroll tax contributions of approximately $78.0 million, plus interest. In the first quarter of 2026, the amount claimed increased due to the extension of the same claims for an incremental year and it reflects the impact of foreign currency movements. In addition, we could receive claims for other alleged unpaid income taxes as we have been served with protective determinations by the same tax authority.
The Company generally believes that it has appropriately applied the payroll tax rules and disagrees with the amounts claimed. However, in 2023, an immaterial liability was recorded equal to the estimated probable loss for the years under review. In July 2026, new case law developed on an issue relevant to our assessment. Given the recency of the development and the novel issues presented, the Company continues to evaluate its exposure, which remains subject to negotiation and resolution with the local tax authority. It is reasonably possible that in the near term we may recognize additional liabilities if such additional losses are probable and can be reasonably estimated. As of June 30, 2026, the estimated range of reasonably possible loss including interest and penalties, in excess of amounts accrued, was up to $50.0 million, net of tax benefit, and reflective of the impact of foreign currency movements.
20
Table of Contents
U.S. Department of Justice Lawsuit
In January 2025, the U.S. Department of Justice (the “DOJ”) added the Company and one of its multifamily subsidiaries, along with other third parties, as defendants to a civil lawsuit that it and the Attorneys General of several states (collectively, the “Co-Plaintiffs”) have filed against RealPage, Inc. The lawsuit relates to the operation and use of RealPage’s revenue management software, which we were at times directed by our clients to use at some of the multifamily properties we manage. The lawsuit is civil in nature and the DOJ is not currently seeking monetary fines or penalties from the defendants. However, some of the Co-Plaintiffs could seek monetary relief under applicable state laws, which amounts, if awarded, are not currently expected to be material to the Company. We disagree with the lawsuit’s allegations and we do not believe that our use of the revenue management software violates U.S. federal or state antitrust laws. Importantly, the Company is not a landlord, does not own any properties, does not set strategy, pricing, or occupancy targets at any properties it manages, and does not independently determine whether or how revenue management software is used at such properties. Certain states have also filed similar, separate lawsuits but our position in relation to those cases is substantially similar to our position in the case brought by the DOJ. The Company does not expect that the outcome of these disputes will have a material impact on its business, financial condition or results of operations.
Guarantees
The Company’s guarantees primarily relate to requirements under certain client service contracts and arise through the normal course of business. These guarantees, with certain financial institutions, have both open and closed-ended terms, with remaining closed-ended terms up to 10 years and maximum potential future payments of approximately $167.5 million in the aggregate. None of these guarantees are individually material to the Company’s operating results, financial position or liquidity. The Company considers the probability of future payment or non-performance under these guarantees to be remote.
Greystone JV Indemnities
On November 27, 2023, Greystone Servicing Company LLC (“GSC”), a wholly-owned subsidiary of the Greystone JV, entered into an indemnity agreement with Federal Home Loan Mortgage Corporation (“Freddie Mac”), which agreement is not in the normal course of GSC’s business, whereby Freddie Mac agreed to issue one or more loan commitment letters regarding the purchase of 42 first mortgage multifamily property loans brokered by a certain independent broker under temporary suspension by Freddie Mac (“Brokered Loans”). In exchange, GSC agreed to indemnify and hold Freddie Mac harmless from any claims or losses related to such Brokered Loans that result from any fraud, misrepresentation or omission. The Brokered Loans are currently performing and have not had any material impact on the Greystone JV to date. The Company will continue to assess this matter, and although it considers the likelihood of future indemnity obligations related to the Brokered Loans to be remote, it is possible that the matter could result in an additional, potentially material, liability for the Greystone JV in future periods.
GSC is also an approved lender and servicer under the Federal National Mortgage Association (“Fannie Mae”). In the third quarter of 2025, GSC’s lender and servicing agreement with Fannie Mae was modified to increase the loss share obligations delivered on or before July 1, 2025, which had been identified as having certain risk characteristics at origination. This list may be updated periodically to reflect changes, such as the addition of new loans or the removal of loans expected to result in no or limited losses. As of June 30, 2026, the list included 65 loans which have loan loss provisions recorded in accordance with ASC 326, as applicable. The Company will continue to assess loan loss provisions as any additional loan losses recorded for this matter could result in potentially material liability for the Greystone JV in future periods.
For the three months ended June 30, 2026 and 2025, the Greystone JV recorded a non-cash provision for loan losses of $9.0 million and $14.2 million, respectively, of which the Company recorded $3.6 million and $5.7 million, respectively, based on its 40 % equity interest, within Earnings (loss) from equity method investments. For the six months ended June 30, 2026 and 2025, the Greystone JV recorded a non-cash provision for loan losses of $17.6 million and $17.1 million, respectively, of which the Company recorded $7.1 million and $6.8 million, respectively, based on its 40 % equity interest, within Earnings (loss) from equity method investments. Any additional potential impact to the Greystone JV as a result of these matters would only impact the Company’s Condensed Consolidated Financial Statements by our 40 % equity interest in the Greystone JV.
21
Table of Contents
Breach of Warranty Claim
Subsequent to the completion of our 2014 acquisition of the DTZ Group from UGL Limited (“UGL”), the Company brought a breach of warranty claim under warranty and indemnity insurance policies obtained in connection with the acquisition to cover certain losses incurred by the Company by reason of warranty breaches by UGL. The claim has been the subject of a lawsuit that has been pending since 2019 (the “Litigation”).
Note 12: Related Party Transactions and Employee Receivables
The Company recognized royalty fee income from equity method investments as disclosed in Note 7: Equity Method Investments.
For certain facilities management contracts, the Company subcontracts the APAC services, particularly in Greater China, through the Onewo JV. For the three months ended June 30, 2026 and 2025, the Company recorded expenses for these transactions of approximately $14.4 million and $15.3 million, respectively. For the six months ended June 30, 2026 and 2025, the Company recorded expenses for these transactions of approximately $30.0 million and $26.7 million, respectively. Such expenses were recorded within Costs of services in the Condensed Consolidated Statements of Operations.
In addition, as of June 30, 2026 and December 31, 2025, the Company had receivables outstanding from revenue-producing advisors and other employees of $52.2 million and $53.5 million, respectively, included in Prepaid expenses and other current assets, and $496.0 million and $439.1 million, respectively, included in Other non-current assets in the Condensed Consolidated Balance Sheets. These amounts primarily represent prepaid commissions, retention and sign-on bonuses and other items such as travel and other advances to employees. Such amounts are amortized over the required service period outlined in each underlying agreement.
Note 13: Fair Value Measurements
The Company measures certain assets and liabilities in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants on the measurement date. In addition, ASC 820 establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value as follows:
•Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
•Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
•Level 3: inputs for the asset or liability that are based on unobservable inputs in which there is little or no market data.
Financial Instruments
The Company’s financial instruments include cash and cash equivalents, trade and other receivables, a deferred purchase price (“DPP”) receivable related to its revolving accounts receivables securitization program, which we have amended periodically (the “A/R Securitization”), restricted cash, accounts payable and accrued expenses, short-term borrowings, long-term debt, interest rate swaps and foreign exchange contracts. The carrying amount of cash and cash equivalents and restricted cash approximates the fair value of these instruments. Certain money market funds in which the Company has invested are highly liquid and considered cash equivalents. These funds are valued at the per unit rate published as the basis for current transactions. Due to the short-term nature of trade and other receivables, accounts payable and accrued expenses, and short-term borrowings, their carrying amount is considered to be the same as their fair value.
22
Table of Contents
Under the A/R Securitization, the Company recorded a DPP receivable upon the initial sale of trade receivables. As of June 30, 2026 and December 31, 2025, the carrying amount of the DPP receivable approximates its fair value. Refer to Note 14: Accounts Receivable Securitization for more information.
The estimated fair value of external debt was $2.6 billion and $2.8 billion as of June 30, 2026 and December 31, 2025, respectively. These instruments were valued using dealer quotes that are classified as Level 2 inputs in the fair value hierarchy. The gross carrying value of the debt, excluding deferred financing costs, was $2.6 billion and $2.7 billion as of June 30, 2026 and December 31, 2025, respectively. Refer to Note 9: Long-Term Debt and Other Borrowings for additional information.
Non-recurring Fair Value Measurements
In the fourth quarter of 2025, we identified impairment indicators related to the carrying value of the Greystone JV that indicated a decline in fair value. In determining the fair value of the Greystone JV, the Company used both an income approach, using a DCF model based on current forecasts for the Greystone JV, and a market approach, using projected market multiples for comparable companies. There were no additional non-recurring fair value measurements during the six months ended June 30, 2026.
Recurring Fair Value Measurements
The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 (in millions):
| As of June 30, 2026 | ||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||
| Assets | ||||||||||||||
| Cash equivalents - money market funds | $ | $ | $ | $ | ||||||||||
| Deferred compensation plan assets | ||||||||||||||
Interest rate swap agreements | ||||||||||||||
| Foreign currency forward contracts | ||||||||||||||
Equity securities | ||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||
| Liabilities | ||||||||||||||
| Deferred compensation plan liabilities | $ | $ | $ | $ | ||||||||||
| Foreign currency forward contracts | ||||||||||||||
| Earn-out liabilities | ||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||
| As of December 31, 2025 | ||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||
| Assets | ||||||||||||||
| Cash equivalents - money market funds | $ | $ | $ | $ | ||||||||||
| Deferred compensation plan assets | ||||||||||||||
Foreign currency forward contracts | ||||||||||||||
Equity securities | ||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||
| Liabilities | ||||||||||||||
| Deferred compensation plan liabilities | $ | $ | $ | $ | ||||||||||
Interest rate swap agreements | ||||||||||||||
Foreign currency forward contracts | ||||||||||||||
| Earn-out liabilities | ||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||
During the six months ended June 30, 2026, there were no transfers between the three levels of the fair value hierarchy. There have been no significant changes to the valuation techniques and inputs used to develop the fair value measurements from those disclosed in the Company’s audited Consolidated Financial Statements for the year ended December 31, 2025.
23
Table of Contents
Deferred Compensation Plans
The Company sponsors non-qualified deferred compensation plans. The plans allowed certain highly-compensated employees in the U.S. to defer a portion of their compensation, enabling the employees to defer tax on compensation until payment is made. All deferred compensation plans are currently frozen.
The Company has established rabbi trusts under which investments are held to fund payment of the liability for two of the frozen deferred compensation plans. The investments consist of company owned life insurance policies and mutual funds. The fair value of deferred compensation plan assets and liabilities is determined based on the value of the underlying investments. At each reporting date, the value of the life insurance policies is based on their cash surrender value and the value of the mutual funds is based on quoted prices in active markets.
Deferred compensation plan assets are presented within Prepaid expenses and other current assets and Other non-current assets in the Condensed Consolidated Balance Sheets. Deferred compensation liabilities are presented within Accrued compensation and Other non-current liabilities in the Condensed Consolidated Balance Sheets.
Foreign Currency Forward Contracts and Interest Rate Swaps
The estimated fair value of interest rate swaps and foreign currency forward contracts are determined based on the expected cash flows of each derivative instrument. The valuation method reflects the contractual period and uses observable market-based inputs, including interest rate and foreign currency forward curves (Level 2 inputs). Refer to Note 8: Derivative Financial Instruments and Hedging Activities for discussion of the fair value associated with these derivative assets and liabilities.
Earn-out Liabilities
The Company has various contractual obligations associated with the acquisition of several real estate service companies in the United States and Europe, including contingent consideration comprised of earn-out payments to the sellers subject to achievement of certain performance criteria in accordance with the terms and conditions set forth in the respective purchase agreements. An increase to a probability of achievement would result in a higher fair value measurement of the earn-out liability.
The amounts disclosed in the fair value hierarchy table above are included in Other current liabilities and Other non-current liabilities in the Condensed Consolidated Balance Sheets. As of June 30, 2026, the Company had the potential to make a maximum of $10.6 million and a minimum of $0.0 million (undiscounted) in earn-out payments. Assuming the achievement of the applicable performance criteria, these earn-out payments will be made over the next four years .
Earn-out liabilities are classified within Level 3 in the fair value hierarchy because the methodology used to develop the estimated fair value includes significant unobservable inputs reflecting management’s own assumptions. The fair value of earn-out liabilities is based on the present value of probability-weighted expected return method related to the earn-out performance criteria on each reporting date. The probabilities of achievement assigned to the performance criteria are determined based on due diligence performed at the time of acquisition, as well as actual performance achieved subsequent to acquisition. Adjustments to the earn-out liabilities in periods subsequent to the completion of acquisitions are reflected within Operating, administrative and other in the Condensed Consolidated Statements of Operations.
The table below presents a reconciliation of earn-out liabilities measured at fair value using significant unobservable inputs (Level 3) (in millions):
| Earn-out Liabilities | ||||||||
| 2026 | 2025 | |||||||
| Balance as of January 1, | $ | $ | ||||||
Purchases/additions | ||||||||
| Net change in fair value and other adjustments | ( | |||||||
| Payments | ( | ( | ||||||
| Balance as of June 30, | $ | $ | ||||||
24
Table of Contents
Investments in Real Estate Ventures
The Company directly invests in early stage property technology (“proptech”) companies, real estate investment funds and other real estate companies across various sectors. The Company typically reports these investments at cost, less impairment charges, and adjusts these investments to fair value if the Company identifies observable price changes in orderly transactions for identical or similar instruments of the same issuer. The fair value of these investments is included in Other non-current assets in the Condensed Consolidated Balance Sheets.
Investments in early stage proptech companies or other real estate companies are typically fair valued as a result of pricing observed in initial or subsequent funding rounds. These investments are not fair valued on a recurring basis and as such have been excluded from the fair value hierarchy table. As of June 30, 2026 and December 31, 2025, the fair value of our investments in early stage proptech companies (that are not publicly traded) was $45.2 million and $45.3 million, respectively.
The Company also invests in other real estate companies that are traded on public stock markets around the world, including a company that completed its initial public offering in the fourth quarter of 2025. As quoted market prices for identical assets are available, these investments are classified as Level 1 investments, included as equity securities in the fair value hierarchy table, and mark-to-market gains and losses are recognized on a recurring basis. As of June 30, 2026 and December 31, 2025, the fair value of our investments in publicly traded real estate companies was $32.0 million and $35.2 million, respectively.
Investments in real estate venture capital funds and co-investment funds are primarily fair valued using the net asset value (“NAV”) per share (or its equivalent) provided by investees or held at cost, less impairment charges. Critical inputs to NAV estimates include valuations of the underlying real estate assets and borrowings, which incorporate investment-specific assumptions such as discount rates, capitalization rates, rental and expense growth rates, and asset-specific market borrowing rates. As these investments are not required to be classified in the fair value hierarchy, they have been excluded from the fair value hierarchy table. As of June 30, 2026 and December 31, 2025, the fair value of our investments in real estate venture capital funds and co-investment funds was $68.4 million and $69.0 million, respectively.
The Company adjusts these various real estate investments to their fair values each reporting period, and the changes in fair values are reflected in Other income (expense), net in the Condensed Consolidated Statements of Operations. During the three and six months ended June 30, 2026, the Company recognized a net unrealized loss of $3.1 million and $4.2 million on our real estate investments, respectively. During the three and six months ended June 30, 2025, the Company recognized a net unrealized gain of $0.3 million and a net unrealized loss of $0.4 million on our real estate investments, respectively.
Note 14: Accounts Receivable Securitization
Under the A/R Securitization, certain of the Company’s wholly-owned subsidiaries continuously sell receivables to certain wholly-owned special purpose entities at fair market value. The special purpose entities then sell 100 % of the receivables to an unaffiliated financial institution (the “Purchaser”). Although the special purpose entities are wholly-owned subsidiaries of the Company, they are separate legal entities with their own separate creditors who will be entitled, upon their liquidation, to have liabilities satisfied out of their assets prior to any assets or value in such special purpose entities becoming available to their equity holders and their assets are not available to pay other creditors of the Company.
All transactions under the A/R Securitization are accounted for as a true sale in accordance with ASC Topic 860, Transfers and Servicing (“ASC 860”). Following the sale and transfer of the receivables to the Purchaser, the receivables are legally isolated from the Company and its subsidiaries, and the Company sells, conveys, transfers and assigns to the Purchaser all its rights, title and interest in the receivables. Receivables sold are derecognized from the consolidated balance sheet. The Company continues to service, administer and collect the receivables on behalf of the Purchaser, and recognizes a servicing liability in accordance with ASC 860. Any financial statement impact associated with the servicing liability was immaterial for all periods presented.
25
Table of Contents
Under the A/R Securitization, the Company records a DPP receivable upon the initial sale of trade receivables. The DPP receivable represents the difference between the fair value of the trade receivables sold and the cash purchase price and is recognized at fair value as part of the sale transaction. The DPP receivable is paid to the Company in cash on behalf of the Purchaser as the receivables are collected; however, due to the revolving nature of the A/R Securitization, cash collected from the Company’s customers is reinvested by the Purchaser daily in new receivable purchases under the A/R Securitization. The carrying amount of the DPP receivable, which approximates its fair value, is primarily based on the face amount of receivables, adjusted for estimated credit losses. As of June 30, 2026 and December 31, 2025, the DPP receivable of $212.8 million and $299.7 million, respectively, is included in Other non-current assets in the Condensed Consolidated Balance Sheets.
For the six months ended June 30, 2026 and 2025, receivables sold under the A/R Securitization were $1.5 billion and $1.4 billion, respectively, and cash collections from customers on receivables sold were $1.5 billion and $1.4 billion, respectively, all of which were reinvested in new receivables purchases and are included in cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows. As of June 30, 2026 and December 31, 2025, the outstanding principal on receivables sold under the A/R Securitization was $431.4 million and $445.8 million, respectively.
The A/R Securitization also provides funding from the Purchaser against receivables sold into the program. On March 18, 2026, the Company amended the A/R Securitization to increase the maximum facility limit by $50.0 million to $300.0 million and extended the termination date to March 18, 2029. The Company recorded a non-cash servicing liability of $11.8 million in connection with the amendment, which will be amortized through the termination date of the program. As of June 30, 2026 and December 31, 2025, the Company had aggregate capital outstanding under this facility of $200.0 million and $120.0 million, respectively, and the unused portion of the facility limit, net of letters of credit, was $100.0 million and $93.1 million, respectively.
Note 15: Supplemental Cash Flow Information
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets to the sum of such amounts presented in the Condensed Consolidated Statements of Cash Flows (in millions):
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash recorded in Prepaid expenses and other current assets | ||||||||
| Total cash, cash equivalents and restricted cash shown in the statements of cash flows | $ | $ | ||||||
Supplemental cash flows and non-cash investing and financing activities are as follows (in millions):
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | ||||||||
| Operating leases | ||||||||
| Non-cash investing/financing activities: | ||||||||
| Property and equipment additions through finance leases | ||||||||
Deferred and contingent payment obligations incurred through acquisitions | ||||||||
| Decrease in beneficial interest in a securitization | ( | ( | ||||||
| Right-of-use assets obtained through operating leases | ||||||||
Note 16: Subsequent Events
The Company evaluated subsequent events through August 5, 2026, the date on which these financial statements were issued, and determined there were no material subsequent events to disclose.
26
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim Condensed Consolidated Financial Statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q (“Quarterly Report”) and with our audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 (our “2025 Annual Report”).
As discussed in “Cautionary Note Regarding Forward-Looking Statements” below, the following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results may materially differ from those discussed in such forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in “Risk Factors” in Part I, Item 1A of our 2025 Annual Report and Part II, Item 1A in this Quarterly Report. Our fiscal year ends December 31.
Cautionary Note Regarding Forward-Looking Statements
Some of the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report may contain forward-looking statements that reflect our current views with respect to, among other things, future events, results and financial performance, which are intended to be covered by the safe harbor provisions for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. We also discuss those risks, uncertainties and other factors in our 2025 Annual Report in Part I, Item 1A.
These statements can be identified by the fact that they do not relate strictly to historical or current facts, and you can often identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expect,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seek,” “predict,” “intends,” “plans,” “estimates,” “anticipate,” “target,” “forecasts” or the negative version of those words or other comparable words. Any forward-looking statements contained in this Quarterly Report are based upon our historical performance and on our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. You should not place undue reliance on any forward-looking statements and should consider the following factors, as well as the factors discussed under “Risk Factors” in this Quarterly Report and in our 2025 Annual Report in Part I, Item 1A. The Company believes that these factors include, but are not limited to:
•disruptions in general macroeconomic conditions and global and regional demand for commercial real estate;
•risks associated with sociopolitical polarization and changes in political landscapes;
•social, geopolitical and economic risks associated with its international operations;
•foreign currency volatility;
•the seasonality of significant portions of its revenue and cash flow;
•its ability to recruit and retain qualified revenue-producing advisors and senior management;
•its ability to maintain and execute its information technology strategies;
•the increasing use of artificial intelligence (“AI”) technologies in its operations and client service offerings and the inadequate deployment and governance of these AI technologies;
•interruption or failure of its information technology, communications systems or data services;
•its vulnerability to potential breaches in security or other threats related to its information systems;
•its ability to comply with cybersecurity, AI governance and data privacy laws and regulations and other confidentiality obligations;
•the concentration of business with specific corporate clients;
•its ability to preserve, grow and leverage the value of its brand;
•its ability to compete globally, regionally and locally and its ability to cross-sell its services;
27
Table of Contents
•the extent to which infrastructure disruptions may affect its ability to provide its services;
•the failure of its mergers, acquisitions and investments to perform as expected or the lack of future acquisition opportunities;
•the potential impairment of its goodwill or equity method investments;
•its ability to comply with new and existing laws, regulations or licensing requirements;
•changes in tax legislation or tax rates and its ability to make correct determinations in complex and varied tax regimes;
•incremental tax risk associated with Bermuda’s limited network of international treaties;
•the failure of third parties performing on its behalf to comply with contract, regulatory or legal requirements;
•risks related to climate change and with respect to other environmental conditions;
•restrictions imposed on the Company by the agreements governing its indebtedness;
•its amount of indebtedness and the potential adverse impact on its available cash flow and the operation of its business;
•its ability to incur more indebtedness;
•litigation and regulatory risks;
•the fact that the rights of its shareholders may be limited or otherwise differ in certain respects from the rights afforded to shareholders of a U.S. corporation;
•risks related to its capital allocation strategy including current intentions to not pay cash dividends; and
•other risk factors identified elsewhere in this Quarterly Report and under Item 1A of Part I of its 2025 Annual Report.
The factors identified above should not be construed as an exhaustive list of factors that could affect our future results and should be read in conjunction with the other cautionary statements that are included in this Quarterly Report. The forward-looking statements made in this Quarterly Report are made only as of the date of this Quarterly Report. We do not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of events or circumstances, new information, future developments or otherwise after the date of this report, except as required by applicable securities laws.
If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. You should specifically consider the factors identified in this Quarterly Report that could cause actual results to differ before making an investment decision to purchase our common shares.
Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.
Overview
Cushman & Wakefield is a leading global commercial real estate services firm driven to solve complex problems for real estate occupiers and investors. Led by an experienced executive team, our approximately 53,000 employees in over 350 offices and nearly 60 countries provide exceptional problem-solving, advisory and execution across the built environment. Our business is focused on meeting the increasing demands of our clients through comprehensive global offerings including (i) Services, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other services.
Recent Developments and Outlook
Effective January 1, 2026, the Company no longer reports “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
28
Table of Contents
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, earnings per share or cash flows for any of the previously reported periods.
Second Quarter Results:
•Revenue of $2.8 billion for the second quarter of 2026 increased 11% from the second quarter of 2025.
◦Services revenue increased 8%, reflecting sustained momentum across all segments, led by higher facilities management and project management revenue.
◦Leasing revenue increased 27%, driven 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.
◦Valuation and other revenue increased 10%.
•Net income of $52.7 million for the second quarter of 2026 decreased $4.6 million or 8% from the second quarter of 2025. Diluted earnings per share (“EPS”) was $0.22 for the second quarter of 2026, down $0.03, compared to $0.25 for the second quarter of 2025.
◦Adjusted EBITDA (as defined below) of $183.6 million increased $21.9 million or 14% from the second 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 June 30, 2026 was $1.5 billion, consisting of availability on the Company’s undrawn revolving credit facility of $1.0 billion and cash and cash equivalents of $0.5 billion.
Macroeconomic Trends and Uncertainty
Demand for our services is largely dependent on the relative strength of the global and regional commercial real estate markets, which are highly sensitive to general macroeconomic conditions. Improvements in several underlying macroeconomic factors drove growth and continued resilience in our business, as evidenced by revenue growth in most of our service lines. In the first half of 2026, we experienced sustained momentum in Services and continued strength in Leasing revenue compared to the first half 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. 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.
29
Table of Contents
Critical Accounting Policies and Estimates
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 June 30, 2026.
Recently Issued Accounting Pronouncements
Refer to Note 2: New Accounting Pronouncements of the Notes to the Condensed Consolidated Financial Statements.
Items Affecting Comparability
When reading our financial statements and the information included in this Quarterly Report, it should be considered that we have experienced, and continue to experience, several material trends and uncertainties that have affected our financial condition and results of operations and could affect future performance. We believe that the following material trends and uncertainties are important to understand the variability of our historical earnings and cash flows and any potential future variability.
Macroeconomic Conditions
Our results of operations are significantly impacted by economic trends, government policies and global and regional real estate markets. These include the following: overall economic activity, volatility of the financial markets, interest rates and inflation, demand for commercial real estate, the impact of tax and regulatory policies, the cost and availability of credit, international trade policy and tariffs, changes in employment rates and the geopolitical environment. Similarly, economic conditions in certain countries such as the United States or China can have significant influence on the commercial real estate sector across an entire region, impacting supply chains, cross-border investments and development activity in key markets.
Our diversified operating model helps to partially mitigate the negative effect of difficult market conditions on our earnings as a substantial portion of our costs are variable compensation expenses, specifically commissions and bonuses paid to professionals in our Leasing and Capital markets service lines, and the majority of revenue in our Services business is generated from long-term contracts. Nevertheless, ongoing adverse economic trends could pose significant risks to our operating performance and financial condition.
Acquisitions and Dispositions
Our results may include the incremental impact of completed transactions, which could impact the comparability of our results on a year-over-year basis. Our results could include incremental revenues and expenses following the completion of an acquisition, or comparable results could include revenues and expenses of recent dispositions. Additionally, there could be an adverse impact on net income for a period of time after the completion of an acquisition driven by transaction-related and integration expenses. From time to time, we use strategic and in-fill acquisitions, as well as joint ventures, to add new service capabilities, to increase our scale within existing capabilities and to expand our presence in new or existing geographic regions globally. As it relates to dispositions, results may include gains or losses on the disposition and we may incur incremental transaction-related costs that could have an adverse impact on net income.
International Operations
Our business consists of service lines operating in multiple regions inside and outside of the U.S. Our international operations expose us to global economic trends, as well as foreign government tax, regulatory and policy measures.
Additionally, outside of the U.S., we generate earnings in other currencies and are subject to fluctuations relative to the U.S. dollar (“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.
30
Table of Contents
In order to assist our investors and improve comparability of results, we present the year-over-year changes in our results of operations and certain non-GAAP financial measures in “local” currency. The local currency figures represent the year-over-year change assuming no movement in foreign exchange rates from the prior year. We believe that this provides our management and investors with another important view of comparability and trends in the underlying operating business.
Seasonality
A significant portion of our revenue is seasonal, especially for service lines such as Leasing and Capital markets. This impacts the comparison of our financial condition and results of operations on a quarter-by-quarter basis. Generally, our industry is focused on completing transactions by calendar year-end with a high concentration of activity in the last quarter of the calendar year while certain expenses are recognized more evenly throughout the calendar year. Historically, our revenue and operating income typically tend to be lowest in the first quarter, and highest in the fourth quarter of each year. Our Services business partially mitigates this intra-year seasonality, due to the recurring nature of this service line which generates more stable revenues throughout the year.
31
Table of Contents
Use of Non-GAAP Financial Measures
The Company uses the following measures, which are considered “non-GAAP financial measures” under SEC guidelines:
i.Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”); and
ii.Local currency.
Management principally uses these non-GAAP financial measures to evaluate operating performance, develop budgets and forecasts, improve comparability of results and assist our investors in analyzing the underlying performance of our business. These measures are not measurements recognized under GAAP. When analyzing our operating results, investors should use these measures in addition to, but not as an alternative for, the most directly comparable financial results calculated and presented in accordance with GAAP. Because the Company’s calculation of these non-GAAP financial measures may differ from other companies, our presentation of these measures may not be comparable to similarly titled measures of other companies.
The Company believes that these measures provide a more complete understanding of ongoing operations, enhance comparability of current results to prior periods and may be useful for investors to analyze our financial performance. The measures eliminate the impact of certain items that may obscure trends in the underlying performance of our business. The Company believes that they are useful to investors for the additional purposes described below.
Adjusted EBITDA: 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; 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.
Local currency: In discussing our results, we refer to percentage changes in local currency. These metrics are calculated by holding foreign currency exchange rates constant in year-over-year comparisons. Management believes that this methodology provides investors with greater visibility into the performance of our business excluding the effect of foreign currency rate fluctuations.
Adjustments to GAAP Financial Measures Used to Calculate Non-GAAP Financial Measures
During the periods presented in this Quarterly Report, we had the following adjustments:
Unrealized loss (gain) on investments, net represents net unrealized gains and losses on real estate investments.
Impairment of investments reflects certain one-time impairment charges related to investments, equity method investments or other assets.
Servicing liability, fees and amortization reflects the additional non-cash servicing liability accrued in connection with the A/R Securitization amendment in March 2026, net of amortization, along with related fees incurred to execute the amendment. The liability will be amortized through March 2029.
Pension buy-out settlement loss represents the 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) 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.
32
Table of Contents
Results of Operations
The following table sets forth items derived from our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | % Change in USD | % Change in Local Currency | 2026 | 2025 | % Change in USD | % Change in Local Currency | ||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||
| Services | $ | 1,801.3 | $ | 1,668.0 | 8 | % | 7 | % | $ | 3,544.1 | $ | 3,271.7 | 8 | % | 7 | % | |||||||||||||
| Leasing | 628.5 | 493.1 | 27 | % | 27 | % | 1,126.1 | 911.5 | 24 | % | 23 | % | |||||||||||||||||
| Capital markets | 206.4 | 207.8 | (1) | % | (1) | % | 388.0 | 365.6 | 6 | % | 5 | % | |||||||||||||||||
| Valuation and other | 126.4 | 115.0 | 10 | % | 8 | % | 240.2 | 219.7 | 9 | % | 6 | % | |||||||||||||||||
| Total revenue | $ | 2,762.6 | $ | 2,483.9 | 11 | % | 11 | % | $ | 5,298.4 | $ | 4,768.5 | 11 | % | 10 | % | |||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||
Gross contract costs(1) | $ | 1,126.7 | $ | 1,031.4 | 9 | % | 9 | % | $ | 2,216.4 | $ | 2,011.1 | 10 | % | 10 | % | |||||||||||||
| Cost of services provided to clients | 1,123.9 | 985.2 | 14 | % | 13 | % | 2,149.3 | 1,905.8 | 13 | % | 11 | % | |||||||||||||||||
| Total costs of services | 2,250.6 | 2,016.6 | 12 | % | 11 | % | 4,365.7 | 3,916.9 | 11 | % | 10 | % | |||||||||||||||||
| Operating, administrative and other | 349.3 | 318.3 | 10 | % | 9 | % | 686.1 | 624.1 | 10 | % | 8 | % | |||||||||||||||||
| Depreciation and amortization | 28.5 | 26.2 | 9 | % | 8 | % | 53.8 | 52.9 | 2 | % | 0 | % | |||||||||||||||||
| Restructuring, impairment and related charges | — | — | 0 | % | 0 | % | — | 6.5 | (100) | % | (100) | % | |||||||||||||||||
| Total costs and expenses | 2,628.4 | 2,361.1 | 11 | % | 11 | % | 5,105.6 | 4,600.4 | 11 | % | 10 | % | |||||||||||||||||
| Operating income | 134.2 | 122.8 | 9 | % | 10 | % | 192.8 | 168.1 | 15 | % | 16 | % | |||||||||||||||||
| Interest expense, net of interest income | (59.6) | (53.2) | 12 | % | 11 | % | (108.7) | (105.5) | 3 | % | 2 | % | |||||||||||||||||
| Earnings (loss) from equity method investments | 2.3 | 0.2 | n.m. | n.m. | (1.8) | 11.3 | n.m. | n.m. | |||||||||||||||||||||
| Other income (expense), net | 0.4 | 6.4 | (94) | % | (94) | % | (14.6) | 7.3 | n.m. | n.m. | |||||||||||||||||||
| Earnings before income taxes | 77.3 | 76.2 | 1 | % | 4 | % | 67.7 | 81.2 | (17) | % | (14) | % | |||||||||||||||||
| Provision for income taxes | 24.6 | 18.9 | 30 | % | 29 | % | 27.6 | 22.0 | 25 | % | 25 | % | |||||||||||||||||
| Net income | $ | 52.7 | $ | 57.3 | (8) | % | (5) | % | $ | 40.1 | $ | 59.2 | (32) | % | (29) | % | |||||||||||||
| Adjusted EBITDA | $ | 183.6 | $ | 161.7 | 14 | % | 13 | % | $ | 294.9 | $ | 257.9 | 14 | % | 14 | % | |||||||||||||
n.m. not meaningful
(1) Gross contract costs represents reimbursed client costs including client-dedicated labor, subcontractor costs and third-party consumables. These costs are presented on a gross basis in total costs and expenses (with the corresponding fees in revenue) and primarily relate to Services.
33
Table of Contents
Reconciliation of Net income to Adjusted EBITDA (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| Net income | $ | 52.7 | $ | 57.3 | $ | 40.1 | $ | 59.2 | |||||||||
| Adjustments: | |||||||||||||||||
| Depreciation and amortization | 28.5 | 26.2 | 53.8 | 52.9 | |||||||||||||
| Interest expense, net of interest income | 59.6 | 53.2 | 108.7 | 105.5 | |||||||||||||
| Provision for income taxes | 24.6 | 18.9 | 27.6 | 22.0 | |||||||||||||
| Unrealized loss (gain) on investments, net | 3.1 | (0.3) | 4.2 | 0.4 | |||||||||||||
| Impairment of investments | — | — | — | 6.5 | |||||||||||||
| Servicing liability, fees and amortization | (0.4) | — | 10.8 | — | |||||||||||||
| Pension buy-out settlement loss | 0.6 | — | 17.2 | — | |||||||||||||
| Non-operating items related to the Greystone JV | 10.6 | 10.6 | 23.5 | 10.6 | |||||||||||||
Other(1) | 4.3 | (4.2) | 9.0 | 0.8 | |||||||||||||
| Adjusted EBITDA | $ | 183.6 | $ | 161.7 | $ | 294.9 | $ | 257.9 | |||||||||
(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.
34
Table of Contents
Three months ended June 30, 2026 compared to the three months ended June 30, 2025
Revenue
Revenue of $2.8 billion increased $278.7 million or 11% compared to the three months ended June 30, 2025, primarily driven by Services and Leasing revenue growth of 8% and 27%, respectively. Services revenue was strong across all segments, led by higher facilities management revenue, which increased approximately $55.0 million including through new client wins and the expansion of existing client mandates and higher project management revenue in the Americas and EMEA, which increased approximately $27.0 million and $20.0 million, respectively. 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. Valuation and other revenue increased 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
Costs of services of $2.3 billion increased $234.0 million or 12% compared to the three months ended June 30, 2025. Gross contract costs increased $95.3 million or 9%, principally driven by an increase in reimbursed client-dedicated labor costs of approximately $44.0 million and third-party consumables and sub-contractor costs of approximately $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 $138.7 million or 14%, primarily due to an increase in employment costs of approximately $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
Operating, administrative and other expenses of $349.3 million increased $31.0 million or 10% compared to the three months ended June 30, 2025, primarily driven by an increase in employment costs of approximately $14.0 million, largely due to higher salaries and bonuses, as well as higher occupancy costs, strategic investments and cost inflation.
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.
35
Table of Contents
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.
Restructuring, impairment and related charges
The Company did not incur any Restructuring, impairment and related charges during the six months ended June 30, 2026. In the six months ended June 30, 2025, Restructuring, impairment and related charges of $6.5 million were related to an impairment loss on real estate investments.
36
Table of Contents
Earnings (loss) from equity method investments
Loss from equity method investments was $1.8 million for the six months ended June 30, 2026 compared to earnings from equity method investments of $11.3 million for the six months ended June 30, 2025. The $13.1 million decline was primarily due to a decrease of $9.0 million in earnings recognized from the Greystone JV driven by changes in mix of mortgage loan origination volumes compared to the six months ended 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 six months ended June 30, 2026, the Greystone JV recorded a non-cash provision for loan losses of $17.6 million, of which the Company recorded $7.1 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. In addition, the Company recognized lower earnings from our equity method investment in CWVS Holding Limited (the “Onewo JV”), which declined $3.2 million compared to the six months ended June 30, 2025 due to higher provisions for credit losses.
Other (expense) income, net
Other expense, net was $14.6 million for the six months ended June 30, 2026 compared to other income, net of $7.3 million for the six months ended June 30, 2025. The $21.9 million decline was principally due to the non-cash settlement loss of $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
Provision for income taxes for the six months ended June 30, 2026 was $27.6 million on earnings before income taxes of $67.7 million. For the six months ended June 30, 2025, the provision for income taxes was $22.0 million on earnings before income taxes of $81.2 million. The increase in income tax expense compared to the six months ended June 30, 2025 was primarily attributable to discrete tax adjustments recorded in the first half of 2026, including higher accruals associated with uncertain tax positions and return to provision adjustments from various foreign entities.
Net income and Adjusted EBITDA
Net income of $40.1 million decreased by $19.1 million or 32% compared to the six months ended June 30, 2025. The decrease 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 $294.9 million increased $37.0 million or 14% compared to the six months ended June 30, 2025, attributable to the same factors impacting Net income above, with the exception of the pension buy-out settlement loss, A/R Securitization servicing liability and non-operating items related to the Greystone JV.
Segment Results
We report our operations through the following segments: (1) Americas, (2) EMEA and (3) APAC. The Americas consists of operations located in the United States, Canada and other markets in North and South America. EMEA includes operations in the United Kingdom, France, the Netherlands and other markets in Europe and the Middle East. APAC includes operations in Australia, Singapore, India and other markets in the Asia Pacific region.
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; 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.
37
Table of Contents
Americas Results
The following table summarizes the results of operations of our Americas reportable segment for the three and six months ended June 30, 2026 and 2025 (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | % Change in USD | % Change in Local Currency | 2026 | 2025 | % Change in USD | % Change in Local Currency | ||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||
| Services | $ | 1,267.6 | $ | 1,202.1 | 5 | % | 5 | % | $ | 2,501.2 | $ | 2,388.9 | 5 | % | 4 | % | |||||||||||||
| Leasing | 523.5 | 388.0 | 35 | % | 35 | % | 937.4 | 734.3 | 28 | % | 27 | % | |||||||||||||||||
| Capital markets | 160.9 | 171.7 | (6) | % | (6) | % | 302.8 | 287.6 | 5 | % | 5 | % | |||||||||||||||||
| Valuation and other | 45.8 | 42.3 | 8 | % | 8 | % | 85.4 | 81.7 | 5 | % | 4 | % | |||||||||||||||||
| Total revenue | $ | 1,997.8 | $ | 1,804.1 | 11 | % | 10 | % | $ | 3,826.8 | $ | 3,492.5 | 10 | % | 9 | % | |||||||||||||
Segment expenses: | |||||||||||||||||||||||||||||
Gross contract costs(1) | $ | 882.5 | $ | 818.2 | 8 | % | 8 | % | $ | 1,737.9 | $ | 1,626.8 | 7 | % | 7 | % | |||||||||||||
| Cost of services provided to clients | 762.2 | 675.9 | 13 | % | 12 | % | 1,439.2 | 1,277.6 | 13 | % | 12 | % | |||||||||||||||||
| Operating, administrative and other | 231.8 | 212.6 | 9 | % | 9 | % | 450.4 | 424.1 | 6 | % | 6 | % | |||||||||||||||||
| Segment expenses | 1,876.5 | 1,706.7 | 10 | % | 10 | % | 3,627.5 | 3,328.5 | 9 | % | 9 | % | |||||||||||||||||
Add: Other segment items(2) | 14.7 | 12.9 | 14 | % | 15 | % | 33.0 | 23.9 | 38 | % | 37 | % | |||||||||||||||||
| Adjusted EBITDA | $ | 136.0 | $ | 110.3 | 23 | % | 23 | % | $ | 232.3 | $ | 187.9 | 24 | % | 23 | % | |||||||||||||
(1) Gross contract costs represents reimbursed client costs including client-dedicated labor, subcontractor costs and third-party consumables. These costs are presented on a gross basis in total costs and expenses (with the corresponding fees in revenue) and primarily relate to Services.
(2) Other segment items include earnings (loss) from equity method investments, as well as certain non-GAAP adjustments for unusual, non-recurring or non-operating items used to calculate Adjusted EBITDA.
Americas: Three months ended June 30, 2026 compared to the three months ended June 30, 2025
Americas revenue in the second quarter of 2026 was $2.0 billion, an increase of $193.7 million or 11% from the second quarter of 2025. This increase was principally driven by 35% growth in Leasing revenue, reflecting continued strength in office and industrial leasing, including data centers, as demand for high-quality assets remained strong. Services revenue increased 5%, led by higher project management revenue of approximately $27.0 million and higher facilities management revenue of approximately $22.0 million due to new client wins and the expansion of existing client mandates. Valuation and other revenue increased 8%. Capital markets revenue decreased 6%, driven primarily by declines in mid-sized transactions, most notably in the multi-family sector, partially offset by two large data center deals in the second quarter of 2026.
Gross contract costs of $882.5 million increased $64.3 million or 8%, reflecting higher reimbursed client-dedicated labor costs of approximately $40.0 million and higher third-party consumables and sub-contractor costs of approximately $22.0 million associated with revenue growth in Services and changes in client mix. Of the total Americas Gross contract costs, $875.1 million and $811.4 million related to Services for the second quarter of 2026 and 2025, respectively. Cost of services provided to clients of $762.2 million increased $86.3 million or 13%, primarily due to higher commissions associated with higher Leasing revenue. Of the total Americas Cost of services provided to clients, $251.7 million or 33% related to Services. Additionally, Cost of services provided to clients attributable to Services declined $2.7 million from the second quarter of 2025, offset by an increase of $89.0 million attributable to other service lines. Operating, administrative and other expenses of $231.8 million increased $19.2 million or 9%, largely driven by higher salaries, higher occupancy costs, strategic investments and cost inflation.
Adjusted EBITDA of $136.0 million increased $25.7 million or 23% compared to the second quarter of 2025, primarily attributable to growth in our Americas Services and Leasing service lines, partially offset by declines in our Americas Capital markets service line, higher occupancy costs, strategic investments and cost inflation.
38
Table of Contents
Americas: Six months ended June 30, 2026 compared to the six months ended June 30, 2025
Americas revenue in the first half of 2026 was $3.8 billion, an increase of $334.3 million or 10% from the first half of 2025. This increase was principally driven by 28% growth in Leasing revenue, with growth across all deal sizes and continued strength in office and industrial leasing, including data centers. Services revenue increased 5%, led by higher facilities management revenue of approximately $60.0 million due to new client wins and the expansion of existing client mandates and higher project management revenue of approximately $24.0 million. Capital markets revenue increased 5% with two large data center deals in the first half of 2026 contributing to improved results, partially offset by declines in the multi-family sector. Valuation and other revenue increased 5%.
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. Cost of services provided to clients of $1.4 billion increased $161.6 million or 13%, primarily due to higher commissions associated with higher brokerage revenue. Of the total Americas Cost of services provided to clients, $513.3 million or 36% related to Services. Additionally, Cost of services provided to clients attributable to Services declined $9.2 million from the first half of 2025, offset by an increase of $170.8 million attributable to other service lines. Operating, administrative and other expenses of $450.4 million increased $26.3 million or 6%, largely driven by higher salaries, higher occupancy costs, strategic investments, cost inflation and the non-cash A/R Securitization servicing liability.
Adjusted EBITDA of $232.3 million increased $44.4 million or 24% compared to the first half of 2025, primarily attributable to growth in our Americas Services and Leasing service lines, partially offset by higher occupancy costs, strategic investments and cost inflation.
39
Table of Contents
EMEA Results
The following table summarizes the results of operations of our EMEA reportable segment for the three and six months ended June 30, 2026 and 2025 (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | % Change in USD | % Change in Local Currency | 2026 | 2025 | % Change in USD | % Change in Local Currency | ||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||
| Services | $ | 159.5 | $ | 129.5 | 23 | % | 21 | % | $ | 312.7 | $ | 234.4 | 33 | % | 27 | % | |||||||||||||
| Leasing | 59.3 | 61.7 | (4) | % | (6) | % | 106.6 | 101.1 | 5 | % | 1 | % | |||||||||||||||||
| Capital markets | 26.7 | 23.7 | 13 | % | 11 | % | 46.5 | 41.7 | 12 | % | 7 | % | |||||||||||||||||
| Valuation and other | 49.6 | 44.9 | 10 | % | 9 | % | 99.4 | 87.5 | 14 | % | 8 | % | |||||||||||||||||
| Total revenue | $ | 295.1 | $ | 259.8 | 14 | % | 12 | % | $ | 565.2 | $ | 464.7 | 22 | % | 16 | % | |||||||||||||
Segment expenses: | |||||||||||||||||||||||||||||
Gross contract costs(1) | $ | 52.0 | $ | 37.5 | 39 | % | 36 | % | $ | 105.0 | $ | 71.4 | 47 | % | 40 | % | |||||||||||||
| Cost of services provided to clients | 152.6 | 134.0 | 14 | % | 12 | % | 299.5 | 250.0 | 20 | % | 13 | % | |||||||||||||||||
| Operating, administrative and other | 64.1 | 47.6 | 35 | % | 27 | % | 129.4 | 99.8 | 30 | % | 21 | % | |||||||||||||||||
| Segment expenses | 268.7 | 219.1 | 23 | % | 19 | % | 533.9 | 421.2 | 27 | % | 20 | % | |||||||||||||||||
Add: Other segment items(2) | 1.6 | (6.5) | n.m. | n.m. | 5.5 | (5.6) | n.m. | n.m. | |||||||||||||||||||||
| Adjusted EBITDA | $ | 28.0 | $ | 34.2 | (18) | % | (19) | % | $ | 36.8 | $ | 37.9 | (3) | % | (5) | % | |||||||||||||
n.m. not meaningful
(1) Gross contract costs represents reimbursed client costs including client-dedicated labor, subcontractor costs and third-party consumables. These costs are presented on a gross basis in total costs and expenses (with the corresponding fees in revenue) and primarily relate to Services.
(2) Other segment items include earnings (loss) from equity method investments, as well as certain non-GAAP adjustments for unusual, non-recurring or non-operating items used to calculate Adjusted EBITDA.
EMEA: Three months ended June 30, 2026 compared to the three months ended June 30, 2025
EMEA revenue in the second quarter of 2026 was $295.1 million, an increase of $35.3 million or 14% from the second quarter of 2025. Excluding the favorable impact of foreign currency of $36.9 million, EMEA revenue increased 12% on a local currency basis. The increase was principally driven by higher Services revenue, which was up 21% on a local currency basis, primarily due to higher project management and facilities management revenue of approximately $20.0 million and $9.0 million, respectively, with growth across the majority of the region, and particular strength in the U.K. and Ireland. Capital markets revenue increased 11% on a local currency basis, with improvements in Sweden and the Netherlands partially offset by declines in the U.K. Leasing revenue decreased 6% on a local currency basis, due primarily to quarterly deal timing variances in Germany and the Netherlands and increased macroeconomic uncertainty. Valuation and other revenue increased 9% on a local currency basis.
Gross contract costs of $52.0 million increased $14.5 million or 36% on a local currency basis, reflecting higher third-party consumables and sub-contractor costs of approximately $14.0 million associated with revenue growth in Services and changes in client mix. Of the total EMEA Gross contract costs, $51.2 million and $37.1 million related to Services for the second quarter of 2026 and 2025, respectively. Cost of services provided to clients of $152.6 million increased $18.6 million or 12% on a local currency basis, primarily due to higher employment costs of approximately $11.0 million and higher non-reimbursed third-party consumables and sub-contractor costs of approximately $7.0 million. Of the total EMEA Cost of services provided to clients, $75.8 million or 50% related to Services. Additionally, Cost of services provided to clients attributable to Services increased $10.4 million from the second quarter of 2025 and $8.2 million of the increase was attributable to other service lines. Operating, administrative and other expenses of $64.1 million increased $16.5 million or 27% on a local currency basis, largely driven by an $8.0 million unfavorable impact resulting from net unrealized foreign currency gains recognized in the second quarter of 2025, as well as higher employment costs.
Adjusted EBITDA of $28.0 million decreased $6.2 million or 18% compared to the second quarter of 2025, primarily attributable to net unrealized foreign currency gains recognized in the prior year period and declines in our EMEA Leasing service line, partially offset by growth in our EMEA Services business.
40
Table of Contents
EMEA: Six months ended June 30, 2026 compared to the six months ended June 30, 2025
EMEA revenue in the first half of 2026 was $565.2 million, an increase of $100.5 million or 22% from the first half of 2025. Excluding the favorable impact of foreign currency of $78.1 million, EMEA revenue increased 16% on a local currency basis. The increase was principally driven by higher Services revenue, which was up 27% on a local currency basis, primarily due to higher project management and facilities management revenue of approximately $45.0 million and $26.0 million, respectively, with growth across the majority of the region, and particular strength in the U.K., Ireland and France. Leasing revenue increased 1% on a local currency basis, with growth across the majority of the region partially offset by declines in the U.K. and Ireland. Capital markets revenue increased 7% on a local currency basis, with improvements in Sweden and the Netherlands partially offset by declines in the U.K. Valuation and other revenue increased 8% on a local currency basis.
Gross contract costs of $105.0 million increased $33.6 million or 40% on a local currency basis, reflecting higher third-party consumables and sub-contractor costs of approximately $30.0 million associated with revenue growth in Services and changes in client mix. Of the total EMEA Gross contract costs, $103.6 million and $70.8 million related to Services for the first half of 2026 and 2025, respectively. Cost of services provided to clients of $299.5 million increased $49.5 million or 13% on a local currency basis, primarily due to higher employment costs of approximately $26.0 million and higher non-reimbursed third-party consumables and sub-contractor costs of approximately $23.0 million. Of the total EMEA Cost of services provided to clients, $150.1 million or 50% related to Services. Additionally, Cost of services provided to clients attributable to Services increased $32.5 million from the first half of 2025 and $17.0 million of the increase was attributable to other service lines. Operating, administrative and other expenses of $129.4 million increased $29.6 million or 21% on a local currency basis, largely driven by a $10.0 million unfavorable impact resulting from net unrealized foreign currency gains recognized in the first half of 2025, as well as higher employment costs.
Adjusted EBITDA of $36.8 million decreased $1.1 million or 3% compared to the first half of 2025, primarily attributable to net unrealized foreign currency gains recognized in the prior year period and declines in our EMEA Leasing and Capital markets service lines, partially offset by growth in our EMEA Services and Valuation and other service lines.
41
Table of Contents
APAC Results
The following table summarizes the results of operations of our APAC reportable segment for the three and six months ended June 30, 2026 and 2025 (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | % Change in USD | % Change in Local Currency | 2026 | 2025 | % Change in USD | % Change in Local Currency | ||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||
| Services | $ | 374.2 | $ | 336.4 | 11 | % | 10 | % | $ | 730.2 | $ | 648.4 | 13 | % | 10 | % | |||||||||||||
| Leasing | 45.7 | 43.4 | 5 | % | 6 | % | 82.1 | 76.1 | 8 | % | 7 | % | |||||||||||||||||
| Capital markets | 18.8 | 12.4 | 52 | % | 50 | % | 38.7 | 36.3 | 7 | % | 8 | % | |||||||||||||||||
| Valuation and other | 31.0 | 27.8 | 12 | % | 7 | % | 55.4 | 50.5 | 10 | % | 6 | % | |||||||||||||||||
| Total revenue | $ | 469.7 | $ | 420.0 | 12 | % | 10 | % | $ | 906.4 | $ | 811.3 | 12 | % | 9 | % | |||||||||||||
Segment expenses: | |||||||||||||||||||||||||||||
Gross contract costs(1) | $ | 192.2 | $ | 175.7 | 9 | % | 8 | % | $ | 373.5 | $ | 312.9 | 19 | % | 17 | % | |||||||||||||
| Cost of services provided to clients | 209.1 | 175.3 | 19 | % | 17 | % | 410.6 | 378.2 | 9 | % | 5 | % | |||||||||||||||||
| Operating, administrative and other | 53.4 | 58.1 | (8) | % | (9) | % | 106.3 | 100.2 | 6 | % | 5 | % | |||||||||||||||||
| Segment expenses | 454.7 | 409.1 | 11 | % | 9 | % | 890.4 | 791.3 | 13 | % | 10 | % | |||||||||||||||||
Add: Other segment items(2) | 4.6 | 6.3 | (27) | % | (27) | % | 9.8 | 12.1 | (19) | % | (18) | % | |||||||||||||||||
| Adjusted EBITDA | $ | 19.6 | $ | 17.2 | 14 | % | 17 | % | $ | 25.8 | $ | 32.1 | (20) | % | (17) | % | |||||||||||||
(1) Gross contract costs represents reimbursed client costs including client-dedicated labor, subcontractor costs and third-party consumables. These costs are presented on a gross basis in total costs and expenses (with the corresponding fees in revenue) and primarily relate to Services.
(2) Other segment items include earnings (loss) from equity method investments, as well as certain non-GAAP adjustments for unusual, non-recurring or non-operating items used to calculate Adjusted EBITDA.
APAC: Three months ended June 30, 2026 compared to the three months ended June 30, 2025
APAC revenue in the second quarter of 2026 was $469.7 million, an increase of $49.7 million or 12% from the second quarter of 2025. Excluding the favorable impact of foreign currency of $40.9 million, APAC revenue increased 10% on a local currency basis. The increase was principally driven by higher Services revenue, which was up 10% on a local currency basis, primarily due to higher facilities management revenue of approximately $24.0 million, with strength in Australia and Singapore, and higher project management revenue of approximately $7.0 million. Leasing revenue increased 6% on a local currency basis, with improvements in Greater China. Capital markets revenue increased 50% on a local currency basis, with growth across the majority of the region, notably in Singapore and Greater China. Valuation and other revenue increased 7% on a local currency basis.
Gross contract costs of $192.2 million increased $16.5 million or 8% on a local currency basis, reflecting higher third-party consumables and sub-contractor costs of approximately $14.0 million associated with revenue growth in Services. Of the total APAC Gross contract costs, $191.6 million and $175.1 million related to Services for the second quarter of 2026 and 2025, respectively. Cost of services provided to clients of $209.1 million increased $33.8 million or 17% on a local currency basis, primarily due to higher employment costs of approximately $9.0 million and higher non-reimbursed third-party consumables and sub-contractor costs of approximately $15.0 million. Of the total APAC Cost of services provided to clients, $157.7 million or 75% related to Services. Additionally, Cost of services provided to clients attributable to Services increased $22.5 million from the second quarter of 2025 and $11.3 million of the increase was attributable to other service lines. Operating, administrative and other expenses of $53.4 million decreased $4.7 million or 9% on a local currency basis, largely driven by the favorable impact of foreign currency.
Adjusted EBITDA of $19.6 million increased $2.4 million or 14% compared to the second quarter of 2025, primarily attributable to growth in all of our APAC service lines and the favorable impact of foreign currency, partially offset by higher employment costs.
42
Table of Contents
APAC: Six months ended June 30, 2026 compared to the six months ended June 30, 2025
APAC revenue in the first half of 2026 was $906.4 million, an increase of $95.1 million or 12% from the first half of 2025. Excluding the favorable impact of foreign currency of $81.1 million, APAC revenue increased 9% on a local currency basis. The increase was principally driven by higher Services revenue, which was up 10% on a local currency basis, primarily due to higher facilities management and project management revenue of approximately $47.0 million and $21.0 million, respectively, with strength in Australia, Singapore and India. Leasing revenue increased 7% on a local currency basis, with improvements in Greater China. Capital markets revenue increased 8% on a local currency basis, with growth across the majority of the region, partially offset by the timing of certain transactions in Japan in the first half of 2025. Valuation and other revenue increased 6% on a local currency basis.
Gross contract costs of $373.5 million increased $60.6 million or 17% on a local currency basis, reflecting higher third-party consumables and sub-contractor costs of approximately $56.0 million associated with revenue growth in Services. Of the total APAC Gross contract costs, $372.2 million and $311.6 million related to Services for the first half of 2026 and 2025, respectively. Cost of services provided to clients of $410.6 million increased $32.4 million or 5% on a local currency basis, primarily due to higher employment costs of approximately $20.1 million and higher non-reimbursed third-party consumables and sub-contractor costs or approximately $8.0 million. Of the total APAC Cost of services provided to clients, $310.3 million or 76% related to Services. Additionally, Cost of services provided to clients attributable to Services increased $25.8 million from the first half of 2025 and $6.6 million of the increase was attributable to other service lines. Operating, administrative and other expenses of $106.3 million increased $6.1 million or 5% on a local currency basis, largely driven by higher employment costs, partially offset by the favorable impact of foreign currency.
Adjusted EBITDA of $25.8 million decreased $6.3 million or 20% compared to the first half of 2025, primarily attributable to lower earnings recognized from the Onewo JV of $3.2 million and higher employment costs, partially offset by growth in our APAC Capital markets service line and the favorable impact of foreign currency.
43
Table of Contents
Liquidity and Capital Resources
Our primary sources of liquidity are cash flows from operations, available cash reserves, debt capacity under the Revolver and funding from the A/R Securitization. Our primary uses of liquidity are operating expenses, acquisitions, strategic growth investments and debt payments.
While macroeconomic challenges and geopolitical uncertainty continue to be present, we believe that we have maintained sufficient liquidity to satisfy our working capital and other funding requirements, including capital expenditures, and expenditures for human capital and contractual obligations, with operating cash flow and cash on hand and, as necessary, borrowings under the Revolver or funding from the A/R Securitization. Over the last several years we have been focused on managing the balance sheet and improving operating cash flows through working capital efficiencies. We also continually evaluate opportunities to obtain, retire or restructure our debt, credit facilities or financing arrangements for strategic reasons or to obtain additional financing to fund investments, operations and obligations to further strengthen our financial position.
We have historically relied on our operating cash flow to fund our working capital needs and ongoing capital expenditures on an annual basis. Our operating cash flow is seasonal—typically lowest in the first quarter of the year, when revenue is lowest, and greatest in the fourth quarter of the year, when revenue is highest. The seasonal nature of our operating cash flow can result in a mismatch with funding needs, which we manage using available cash on hand and, as necessary, borrowings under the Revolver or funding from the A/R Securitization.
As a professional services firm, funding our operating activities is not capital intensive. Total capital expenditures for the six months ended June 30, 2026 were $20.7 million.
In the absence of a large strategic acquisition or other extraordinary events, we believe our cash on hand, cash flow from operations, availability under the Revolver and funding from the A/R Securitization will be sufficient to meet our anticipated cash requirements for the foreseeable future, and at a minimum for the next 12 months. We may seek to take advantage of opportunities to refinance existing debt instruments, as we have done in the past, with new debt instruments at interest rates, maturities and terms we consider attractive.
We actively manage our indebtedness through additional refinancings and repricings and since January 1, 2024, we have continued to reduce our gross debt and leverage, repricing the Term Loans to reduce the applicable interest rates seven times and making principal prepayments totaling $502.5 million on our senior secured term loans. In addition, in the second quarter of 2026, the Company completed two partial redemptions totaling $450.0 million of the aggregate principal amount of the 2028 Notes, following an increase of the principal amount of the 2033 Term Loan by $352.5 million. As of the date of this Quarterly Report, there are no long-term debt arrangements maturing prior to 2028.
As of June 30, 2026, the Company had $1.5 billion of liquidity, consisting of availability on our undrawn Revolver of $1.0 billion and cash and cash equivalents of $0.5 billion.
On August 4, 2026, the Company completed a partial redemption of $50.0 million of its 2028 Notes. Following the partial redemption, $150.0 million of the 2028 Notes remains outstanding.
Off-Balance Sheet Arrangements
The Company is party to an off-balance sheet revolving A/R Securitization, whereby we continuously sell eligible trade receivables to an unaffiliated financial institution. Receivables are derecognized from our balance sheet upon sale, for which we receive cash payment and record a deferred purchase price receivable which is realized after collection of the underlying receivables. This program also provides funding from a committed purchaser against receivables sold into the program with a maximum facility limit of $300.0 million. As of June 30, 2026, the Company had aggregate capital outstanding under this facility of $200.0 million and the unused portion of the facility limit was $100.0 million. The A/R Securitization expires on March 18, 2029, unless extended or an earlier termination event occurs. Refer to Note 14: Accounts Receivable Securitization of the Notes to the Condensed Consolidated Financial Statements for further information.
44
Table of Contents
Cash Flow Summary
| Six Months Ended June 30, | ||||||||
| Cash Flow Summary | 2026 | 2025 | ||||||
Net cash used in operating activities | $ | (189.5) | $ | (152.4) | ||||
Net cash provided by investing activities | 58.2 | 31.1 | ||||||
| Net cash used in financing activities | (144.2) | (77.6) | ||||||
| Effects of exchange rate fluctuations on cash, cash equivalents and restricted cash | (9.3) | 30.3 | ||||||
| Total change in cash, cash equivalents and restricted cash | $ | (284.8) | $ | (168.6) | ||||
Operating Activities
We used $189.5 million of cash in operating activities during the six months ended June 30, 2026, an increase of $37.1 million compared to the six months ended June 30, 2025, primarily driven by higher net working capital used for operations associated with revenue growth compared to the prior year period and lower net income of $19.1 million, partially offset by higher non-cash charges of $92.4 million. For the six months ended June 30, 2026, we used net working capital for operations of $405.9 million, an increase of $110.4 million compared to the six months ended June 30, 2025. The increase in our use of net working capital was principally driven by higher contract assets of approximately $22.0 million in line with our revenue growth, higher cash payments for prepaid expenses of approximately $23.0 million and lower accounts payable of approximately $71.0 million.
Investing Activities
We generated $58.2 million of cash from investing activities during the six months ended June 30, 2026, an increase of $27.1 million compared to the six months ended June 30, 2025, primarily driven by an increase in the net capital funding from the facility limit secured by the A/R Securitization of $30.0 million and a $9.2 million decrease in cash paid for acquisitions and equity securities. These trends were partially offset by a $6.8 million increase in capital expenditures.
Financing Activities
We used $144.2 million of cash in financing activities during the six months ended June 30, 2026, an increase of $66.6 million from the six months ended June 30, 2025, attributable to a $49.6 million increase in repayment of borrowings, net of proceeds from borrowings, $10.0 million in debt issuance costs related to the June 2026 refinancing of the Credit Agreement, and an increase in shares repurchased for the payment of employee taxes on stock awards of $12.7 million due to the higher value related to vested equity awards during the first quarter of 2026 compared to the first quarter of 2025.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Market and Other Risk Factors
Market Risk
The principal market risks we are exposed to are:
i.interest rates on debt obligations; and
ii.foreign exchange risk.
We manage these risks primarily by managing the amount, sources and duration of our debt funding and by using various derivative financial instruments such as interest rate swaps or foreign currency contracts. We enter into derivative instruments with trusted and diverse counterparties to reduce credit risk. These derivative instruments are strictly used for risk management purposes and, accordingly, are not used for trading or speculative purposes.
45
Table of Contents
Interest Rate Risk
We are exposed to interest rate volatility with regard to the Term Loans and any borrowings we draw under the Revolver.
The Term Loans bear interest at a variable rate that the Company may select per the terms of the Credit Agreement. As of June 30, 2026, we elected to use an annual rate equal to (i) 1-month Term SOFR (subject to a minimum floor of 0.50%), plus 2.50% for the 2030 Term Loan and (ii) 1-month Term SOFR (subject to a minimum floor of 0.50%), plus 2.25% for the 2033 Term Loan. Our 2028 Notes and 2031 Notes bear interest at annual fixed rates of 6.75% and 8.88%, respectively.
We manage this interest rate risk by entering into derivative financial instruments such as interest rate swap agreements to attempt to hedge the variability of future interest payments driven by fluctuations in interest rates. Our interest rate risk management strategy is focused on limiting the impact of interest rate changes on earnings and cash flows to lower our overall borrowing costs.
We continually assess interest rate sensitivity to estimate the potential impact of changes in short-term interest rates on our variable rate borrowings, after giving consideration to our interest rate swap agreements. If variable interest rates increased 100 basis points as of June 30, 2026, our annualized results would reflect incremental interest expense of approximately $5.4 million.
Foreign Exchange Risk
During the three months ended June 30, 2026 and 2025, approximately 32% and 31% of our revenue was transacted in currencies other than USD, respectively. During the six months ended June 30, 2026 and June 30, 2025, approximately 32% and 30% of our revenue was transacted in currencies other than USD, respectively. The following presents our revenue derived from our most significant currencies (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| United States dollar | $ | 1,890.6 | 68 | % | $ | 1,709.3 | 69 | % | $ | 3,624.8 | 68 | % | $ | 3,317.3 | 70 | % | |||||||||||||||||||
| Euro | 158.6 | 6 | % | 139.3 | 6 | % | 311.3 | 6 | % | 238.9 | 5 | % | |||||||||||||||||||||||
| Australian dollar | 147.3 | 5 | % | 131.2 | 5 | % | 271.0 | 5 | % | 225.4 | 5 | % | |||||||||||||||||||||||
| Singapore dollar | 118.7 | 4 | % | 96.4 | 4 | % | 228.8 | 4 | % | 201.1 | 4 | % | |||||||||||||||||||||||
Other(1) | 447.4 | 17 | % | 407.7 | 16 | % | 862.5 | 17 | % | 785.8 | 16 | % | |||||||||||||||||||||||
Total revenue | $ | 2,762.6 | 100 | % | $ | 2,483.9 | 100 | % | $ | 5,298.4 | 100 | % | $ | 4,768.5 | 100 | % | |||||||||||||||||||
(1) All other foreign currencies individually represent less than 4% of total revenue for the periods presented.
Our foreign operations expose us to fluctuations in foreign exchange rates. These fluctuations may impact the value of our cash receipts and payments in terms of USD, our reporting currency. As a result, the strengthening or weakening of the USD will positively or negatively impact our reported results. Holding all other variables constant, the Company assessed the risk of a hypothetical 10% increase in the value of the USD against the euro, Australian dollar and Singapore dollar for the three months ended June 30, 2026, which would have resulted in a decrease in revenue of approximately $14.4 million, $13.4 million and $10.8 million, respectively. For the six months ended June 30, 2026, a hypothetical 10% increase in the value of the USD against the euro, Australian dollar and Singapore dollar would have resulted in a decrease in revenue of approximately $28.3 million, $24.6 million and $20.8 million, respectively. These hypothetical calculations estimate the impact of translating results into USD and do not include an estimate of the impact that a 10% change in the USD against other currencies would have had on our foreign operations.
Our foreign exchange risk management strategy is achieved by establishing local operations in the markets that we serve, invoicing customers in the same currency in which costs are incurred and the use of derivative financial instruments such as foreign currency forward contracts. Translating expenses incurred in foreign currencies into USD offsets the impact of translating revenue earned in foreign currencies into USD. We enter into forward foreign currency exchange contracts to manage currency risks associated with intercompany transactions and cash management.
Refer to Note 8: Derivative Financial Instruments and Hedging Activities of the Notes to the Condensed Consolidated Financial Statements for additional information about interest rate and foreign currency risks managed through derivative activities and notional amounts of underlying hedged items.
46
Table of Contents
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Rules 13a-15 and 15d-15 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), require that we conduct an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. This evaluation is designed to ensure that all corporate disclosures are complete and accurate in all material respects. The evaluation is further designed to ensure that all information required to be disclosed in our SEC reports is accumulated and communicated to management to allow timely decisions regarding required disclosures to be recorded, processed, summarized and reported within the time periods and in the manner specified in the SEC’s rules and forms. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our Chief Executive Officer and Chief Financial Officer supervise and participate in this evaluation, and they are assisted by other members of our Disclosure Committee.
We conducted the required evaluation, and our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of June 30, 2026 to accomplish their objectives with reasonable assurance.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
47
Table of Contents
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we are party to a number of pending or threatened lawsuits arising out of, or incident to, the ordinary course of our business. We are not currently party to any legal proceedings that, if determined adversely to us, we believe would individually or in the aggregate have a material adverse effect on our business, financial condition, results of operations or liquidity.
Item 1A. Risk Factors.
There have been no material changes to our risk factors as previously disclosed in our 2025 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Disclosure Channels to Disseminate Information
Cushman & Wakefield investors and others should note that we announce material information to the public about the Company through a variety of means, including the Company’s website, press releases and SEC filings, in order to achieve broad, non-exclusionary distribution of information to the public. We encourage investors and others to review the information we make public, as such information could be deemed to include material information about the Company.
Insider Trading Arrangements
During the fiscal quarter ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted terminated
48
Table of Contents
Item 6. Exhibits.
| Exhibit Number | Description of Exhibit | Method of Filing | |||||||||
10.1 | 2026 Omnibus Share and Cash Incentive Plan, effective May 14, 2026* | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 14, 2026 | |||||||||
10.2 | Amendment No. 14 to the Credit Agreement, dated as of June 12, 2026, among Cushman & Wakefield U.S. Borrower, LLC, DTZ UK Guarantor Limited, JPMorgan Chase Bank, N.A. as administrative agent, and other Lenders party thereto | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 15, 2026 | |||||||||
31.1 | Certification by Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | |||||||||
31.2 | Certification by Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | |||||||||
32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith | |||||||||
32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith | |||||||||
| 101.INS | Inline XBRL Instance Document | ||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||||||||
| 104 | Inline XBRL Cover Page Interactive Data File (included in Exhibit 101) | ||||||||||
| *Indicates management contract or compensatory plan or arrangement. | |||||||||||
49
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CUSHMAN & WAKEFIELD LTD. | ||||||||
Date: August 5, 2026 | ||||||||
| /s/ Laurida Sayed | ||||||||
| Laurida Sayed | ||||||||
| Chief Accounting Officer (Authorized Signatory and Principal Accounting Officer) | ||||||||
50
Filing Exhibits & Attachments
9 documentsFinancial & Certifications
Other Documents
- EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 47.4 KB
- EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT 76.7 KB
- EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 230.4 KB
- EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 634.1 KB
- EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 432.6 KB