[8-K] Cushman & Wakefield plc Reports Material Event

Rhea-AI Filing Summary

Cushman & Wakefield plc (NYSE: CWK) filed an 8-K dated 21 July 2025 announcing an Amendment No. 11 to its October 2024 Term Loan Credit Agreement.

• The ~$948 million term loan maturing January 2030 was repriced 50 bps lower, cutting the margin from Term SOFR + 3.25% to Term SOFR + 2.75%.
• No other changes were made to covenants, representations, warranties, or events of default.
• The amendment triggers disclosure under Item 1.01 (material definitive agreement) and Item 2.03 (direct financial obligation).
• Exhibit 10.1 contains the full amendment; Exhibit 99.1 furnishes the related press release.

The lower spread should decrease cash interest expense on the existing debt, modestly enhancing liquidity without altering the loan’s 2030 maturity profile.

Positive

• Interest margin reduced by 50 bps on a $948 million term loan, lowering ongoing borrowing costs.
• No new covenants or adverse terms were introduced, mitigating risk while improving pricing.

Negative

• Variable-rate exposure remains as the loan is still tied to Term SOFR, leaving CWK subject to rate volatility.

Insights

Credit Analyst

TL;DR—50 bps spread cut reduces CWK’s debt cost; liquidity benefit, covenant-neutral.

The repricing of the $948 million term loan from SOFR + 3.25 % to SOFR + 2.75 % trims financing costs without adding restrictions. The unchanged covenants limit downside risk, and maintaining the January 2030 maturity preserves duration. While savings are modest relative to total company leverage, the action signals proactive capital-structure management and should marginally support free cash flow. I view the filing as impactful and credit-positive.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): July 21, 2025

CUSHMAN & WAKEFIELD PLC

(Exact name of registrant as specified in its charter)

England and Wales		001-38611		98-1193584
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

125 Old Broad Street

London, United Kingdom EC2N 1AR

(Address of principal executive offices) (Zip Code)

+44 20 3296 3000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary shares, $0.10 nominal value		CWK		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Cushman & Wakefield U.S. Borrower, LLC (the “Borrower”) and DTZ UK Guarantor Limited (“U.K. Guarantor”), each a wholly-owned subsidiary of Cushman & Wakefield plc, entered into an amendment effective July 21, 2025 (the “Amendment”) to the existing Credit Agreement between the Borrower, U.K. Guarantor, JPMorgan Chase Bank, N.A., as administrative agent, and other Lenders party thereto (as so amended, the “Credit Agreement”).

The Amendment repriced the Borrower’s Term Loan issued in October 2024 and due January 2030, reducing the applicable interest on the approximately $948 million of outstanding Term Loan by 50 basis points from Term SOFR plus 3.25% to Term SOFR plus 2.75%.

The Amendment does not make any other material changes to the terms and conditions of the Credit Agreement, representations and warranties, events of default, or affirmative and negative covenants.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated by reference to this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On July 21, 2025, the Company issued a press release describing the Amendment. The press release is furnished hereto as Exhibit 99.1.

The information contained in Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report:

Exhibit No.		Description
10.1		Amendment No. 11 to the Credit Agreement, dated as of July 21, 2025, among Cushman & Wakefield U.S. Borrower, LLC, DTZ UK Guarantor Limited, JPMorgan Chase Bank, N.A. as administrative agent, and other Lenders party thereto.
99.1		Press Release issued by Cushman & Wakefield plc dated July 21, 2025.
104		Cover Page Interactive Data file (formatted as Inline XBRL).

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 hereunto duly authorized.

Date: July 21, 2025

CUSHMAN & WAKEFIELD PLC
By:		/s/ Neil Johnston
Name:		Neil Johnston
Title:		Chief Financial Officer

FAQ

What did Cushman & Wakefield (CWK) disclose in its 8-K?

CWK reported an amendment that reprices its ~$948 m term loan, cutting the spread to Term SOFR + 2.75 %.

How much was the interest margin reduced?

The applicable margin was lowered by 50 basis points, from SOFR + 3.25 % to SOFR + 2.75 %.

Does the amendment change any covenants or maturities?

No. The filing states there are no other material changes to covenants, reps & warranties, or the January 2030 maturity.

Which exhibits contain the full amendment and press release?

Exhibit 10.1 holds the amendment text; Exhibit 99.1 furnishes the related press release.

Why is this repricing important for investors?

Lower interest expense improves cash flow and signals proactive debt management, supporting CWK’s liquidity profile.