Cushman & Wakefield (CWK) officer converts 27,405 RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Cushman & Wakefield Ltd. officer Neil O. Johnston reported equity award activity tied to previously granted restricted stock units (RSUs). On February 23, 2026, 27,405 RSUs converted into an equal number of common shares at $0.00 per share under the company’s 2018 Omnibus Management Share and Cash Incentive Plan.

In a related transaction, 8,399 common shares were withheld at $12.93 per share to satisfy tax obligations, a tax-withholding disposition rather than an open-market sale. Following these transactions, Johnston directly owned 211,733 common shares of Cushman & Wakefield.

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

OMB APPROVAL

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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^*

JOHNSTON NEIL O

(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		27,405	A	$0(1)	220,132	D
Common Shares	02/23/2026		F		8,399	D	$12.93	211,733	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			27,405	(2)	(2)	Common Shares	27,405	$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) substantially 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:

EVP, Chief Financial Officer

	/s/ Noelle J. 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.
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FAQ

What insider transactions did Cushman & Wakefield (CWK) report for Neil O. Johnston?

Neil O. Johnston reported conversion of previously awarded RSUs into common shares and a related tax-withholding disposition. He exercised 27,405 restricted stock units into an equal number of common shares and had 8,399 shares withheld to cover tax obligations under the company’s equity incentive plan.

How many Cushman & Wakefield (CWK) shares did Neil O. Johnston acquire through RSU conversion?

Johnston acquired 27,405 common shares through the conversion of an equal number of restricted stock units. The RSUs were previously granted and converted at no cash cost, consistent with the company’s omnibus management share and cash incentive plan governing equity-based compensation awards.

What was the purpose of the 8,399 Cushman & Wakefield (CWK) shares disposed of by Neil O. Johnston?

The 8,399 common shares were disposed of solely to satisfy tax obligations. They were withheld at a price of $12.93 per share as a tax-withholding disposition related to the RSU conversion, not an open-market sale for investment or portfolio management purposes.

What is Neil O. Johnston’s Cushman & Wakefield (CWK) share ownership after these Form 4 transactions?

After the reported RSU conversion and tax-withholding transaction, Johnston directly owns 211,733 common shares of Cushman & Wakefield. This post-transaction balance reflects the shares received from vested RSUs, net of the portion withheld to cover associated tax liabilities.

Under which plan were Neil O. Johnston’s Cushman & Wakefield (CWK) RSUs granted and converted?

The restricted stock units were granted and converted under Cushman & Wakefield’s Fourth Amended & Restated 2018 Omnibus Management Share and Cash Incentive Plan. This plan governs equity-based compensation, including RSU awards that can vest and convert into common shares over time.

How do Neil O. Johnston’s Cushman & Wakefield (CWK) RSUs vest over time?

The RSUs granted on February 23, 2023 vest in three substantially equal installments on each of the first three anniversaries of the grant date. Vesting is generally conditioned on Johnston’s continued employment through each applicable vesting date, subject to limited specified exceptions.