Equity awards shift Cushman & Wakefield (NYSE: CWK) insider holdings

Rhea-AI Filing Summary

Cushman & Wakefield Ltd. officer Neil O. Johnston reported equity compensation and related share movements. On February 26, 2026, he received a grant of 79,423 restricted stock units (RSUs) under the Fourth Amended & Restated 2018 Omnibus Management Share and Cash Incentive Plan, scheduled to vest in three substantially equal annual installments, subject to continued employment. On February 27, 2026, 30,812 RSUs converted into an equal number of common shares at no cost, and 13,724 common shares were disposed of at $13.41 per share to cover tax obligations. After these transactions, he directly held 317,017 common shares and 79,423 RSUs.

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^*

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)
02/26/2026

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	02/27/2026		M		30,812	A	$0(1)	330,741	D
Common Shares	02/27/2026		F		13,724	D	$13.41	317,017	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	(2)	02/26/2026		A		79,423		(3)	(3)	Common Shares	79,423	$0	79,423	D
Restricted Stock Units	(1)	02/27/2026		M			30,812	(4)	(4)	Common Shares	30,812	$0	61,625	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 (the "Fourth A&R Omnibus Plan").

2. RSUs granted under the Fourth A&R Omnibus Plan convert into an equal number of common shares of Cushman & Wakefield Ltd.

3. On February 26, 2026, the reporting person was granted 79,423 RSUs which will vest and settle 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.

4. RSUs were granted on February 27, 2025 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	03/02/2026
	** 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 equity awards did Cushman & Wakefield (CWK) grant to Neil O. Johnston?

Cushman & Wakefield granted Neil O. Johnston 79,423 restricted stock units (RSUs) on February 26, 2026. These RSUs were issued under the company’s Fourth Amended & Restated 2018 Omnibus Management Share and Cash Incentive Plan as part of his equity-based compensation.

How will Neil O. Johnston’s new RSUs at CWK vest over time?

The 79,423 RSUs granted to Neil O. Johnston will vest and settle in three substantially equal installments on each of the first three anniversaries of the February 26, 2026 grant date, provided he remains employed, subject to certain limited exceptions described in the award terms.

What RSU-to-share conversion did CWK report for Neil O. Johnston?

Cushman & Wakefield reported the conversion of 30,812 RSUs into an equal number of common shares on February 27, 2026. The conversion occurred without any cash payment, consistent with the terms of the Fourth Amended & Restated 2018 Omnibus Management Share and Cash Incentive Plan.

Why were some Cushman & Wakefield (CWK) shares disposed of in this Form 4?

The Form 4 shows a disposition of 13,724 common shares at $13.41 per share coded as “F.” This reflects shares delivered to satisfy tax withholding obligations associated with the RSU conversion, not an open-market sale initiated for investment purposes.

How many Cushman & Wakefield shares does Neil O. Johnston hold after these transactions?

After the reported transactions, Neil O. Johnston directly owns 317,017 common shares of Cushman & Wakefield. In addition, he holds 79,423 RSUs that will convert into common shares in the future as they vest under the incentive plan terms.

What incentive plan governs Neil O. Johnston’s RSUs at CWK?

Neil O. Johnston’s RSUs are granted under the Fourth Amended & Restated 2018 Omnibus Management Share and Cash Incentive Plan. This plan provides for RSU awards that convert into an equal number of Cushman & Wakefield common shares upon vesting, without additional consideration.