Cushman & Wakefield (CWK) officer logs RSU vesting and tax share withholding

Rhea-AI Filing Summary

Cushman & Wakefield Ltd. officer Andrew R. McDonald reported the vesting of restricted stock units and related tax withholding. On February 23, 34,878 restricted stock units were converted into an equal number of common shares at no cost under the company’s incentive plan. On the same date, 17,937 common shares at a price of $12.93 per share were surrendered to cover tax liabilities associated with the RSU vesting, a tax-withholding disposition rather than an open-market sale. Following these transactions, McDonald directly owned 332,399 common shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MCDONALD ANDREW R.

(Last) (First) (Middle)

225 WEST WACKER DRIVE

SUITE 3000

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cushman & Wakefield Ltd. [ CWK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	02/23/2026		M		34,878	A	$0(1)	350,336	D
Common Shares	02/23/2026		F		17,937	D	$12.93	332,399	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/23/2026		M			34,878	(2)	(2)	Common Shares	34,878	$0	0	D

Explanation of Responses:

1. Conversion of previously awarded restricted stock units ("RSUs") into an equal number of common shares, without the payment of any consideration, pursuant to the Fourth Amended & Restated 2018 Omnibus Management Share and Cash Incentive Plan.

2. RSUs were granted on February 23, 2023 and vest in three (3) equal installments on each of the first three (3) anniversaries of the grant date, subject, with certain limited exceptions, to the reporting person's continuing employment through each such vesting date.

Remarks:

Global President & Chief Operating Officer

	/s/ Noelle Perkins, attorney-in-fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did CWK officer Andrew R. McDonald report on February 23, 2026?

Andrew R. McDonald reported RSU vesting and related share withholding. 34,878 restricted stock units converted into common shares at no cost, and 17,937 common shares at $12.93 were withheld to satisfy tax obligations, leaving him directly holding 332,399 common shares.

Were the Cushman & Wakefield (CWK) transactions open-market stock sales?

No, the reported Cushman & Wakefield transactions were not open-market sales. Shares were issued from vested restricted stock units and a portion, 17,937 shares at $12.93, was withheld to cover tax liabilities tied to vesting, a non-discretionary tax-withholding disposition.

How many Cushman & Wakefield (CWK) shares did Andrew R. McDonald hold after the Form 4 transactions?

After the reported transactions, Andrew R. McDonald directly held 332,399 Cushman & Wakefield common shares. This balance reflects issuance of 34,878 shares from restricted stock unit conversion and the withholding of 17,937 shares to pay associated tax liabilities on February 23, 2026.

What was the nature of the RSU transaction reported for CWK on February 23, 2026?

The RSU transaction was an exercise or conversion of derivative securities. 34,878 previously granted restricted stock units converted into an equal number of common shares at no consideration under the Fourth Amended & Restated 2018 Omnibus Management Share and Cash Incentive Plan.

How were the Cushman & Wakefield (CWK) restricted stock units originally structured for Andrew R. McDonald?

The restricted stock units were granted on February 23, 2023, vesting in three equal installments on each of the first three anniversaries. Vesting is generally conditioned on Andrew R. McDonald’s continued employment through each vesting date, subject to certain limited exceptions described in the grant terms.

What does transaction code "F" indicate in the CWK Form 4 for Andrew R. McDonald?

Transaction code "F" indicates a tax-withholding disposition. For Cushman & Wakefield, 17,937 common shares at $12.93 were delivered to satisfy tax liabilities arising from RSU vesting, rather than being sold on the open market for discretionary portfolio or liquidity reasons.