CWK officer reports share vesting and tax withholding

Cushman & Wakefield Ltd. officer Neil O. Johnston reported equity award activity in company common shares.

Accepted by SEC EDGAR 02/27/2026 - 04:53 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Cushman & Wakefield Ltd. officer Neil O. Johnston reported equity award activity in company common shares. On the reported date, he acquired 146,337 common shares at $0.0000 per share through the exercise or conversion of a derivative award, reflecting vesting of performance-based restricted stock units for the 2023–2025 performance period under the company’s incentive plan. In a related tax-withholding disposition, 58,141 common shares were delivered at $13.76 per share to satisfy tax obligations tied to this vesting, a non‑open‑market transaction. Following these transactions, Johnston directly owned 299,929 common shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider JOHNSTON NEIL O

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Common Shares	146,337	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	58,141	$13.76	$800K

Holdings After Transaction: Common Shares — 299,929 shares (Direct)

Holdings Before and After: Common Shares, 211,733 to 299,929 shares (Direct)

Footnotes (1)

1. F1. Represents vesting of common shares earned in respect of performance-based restricted stock units based on the achievement by the Issuer of certain performance targets for the 2023 to 2025 performance period pursuant to the Fourth Amended & Restated 2018 Omnibus Management Share and Cash Incentive Plan.

FAQ

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What insider transactions did CWK officer Neil O. Johnston report on this Form 4?

Neil O. Johnston reported equity award activity involving common shares. He acquired 146,337 shares through exercise or conversion of a derivative award, then disposed of 58,141 shares to cover tax liabilities related to that vesting, all in non-open-market transactions under the company’s incentive plan.

How many Cushman & Wakefield (CWK) shares did Johnston acquire and at what price?

Johnston acquired 146,337 CWK common shares at a stated price of $0.0000 per share. These shares came from vesting of performance-based restricted stock units linked to 2023–2025 performance targets under the Fourth Amended & Restated 2018 Omnibus Management Share and Cash Incentive Plan.

Why did Neil O. Johnston dispose of 58,141 CWK shares in this filing?

The 58,141 CWK common shares were disposed of to satisfy tax obligations tied to the vesting event. The Form 4 identifies this as a tax-withholding disposition, with shares delivered at $13.76 per share, rather than an open-market sale initiated for portfolio reasons.

How many Cushman & Wakefield (CWK) shares does Johnston hold after these Form 4 transactions?

After completing the reported acquisition and tax-withholding disposition, Johnston directly owned 299,929 CWK common shares. This figure reflects the net position following vesting of performance-based restricted stock units and delivery of a portion of the shares to cover related tax liabilities.

What incentive plan governed the CWK performance-based restricted stock units that vested for Johnston?

The vested performance-based restricted stock units were granted under Cushman & Wakefield’s Fourth Amended & Restated 2018 Omnibus Management Share and Cash Incentive Plan. Vesting was based on achievement of specified performance targets for the 2023 to 2025 performance period, as described in the Form 4 footnote.

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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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
02/25/2026

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	02/25/2026		M		146,337(1)	A	$0	358,070	D
Common Shares	02/25/2026		F		58,141	D	$13.76	299,929	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

Explanation of Responses:

1. Represents vesting of common shares earned in respect of performance-based restricted stock units based on the achievement by the Issuer of certain performance targets for the 2023 to 2025 performance period pursuant to the Fourth Amended & Restated 2018 Omnibus Management Share and Cash Incentive Plan.

Remarks:

EVP, Chief Financial Officer

	/s/ Noelle J. Perkins, attorney-in-fact	02/27/2026
	** 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).
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