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WESTWOOD HOLDINGS GROUP INC

For the period ended Sep 30, 2025. Filed Oct 30, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 30, 2025

WHG$18.63+0.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-08.

0001165002-25-000048

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-10-30.

0001165002-25-000059

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 105 previous paragraphs and 111 current paragraphs.

78 unchanged; 23 reworded; 9 added; 3 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (9)

Current report

Net change in unrealized appreciation (depreciation) on private investments

Current report

Net change in unrealized appreciation (depreciation) on private investments includes changes in the value of our privately held investments.

Current report

Nine months ended September 30, 2025 compared to thenine months ended September 30, 2024

Current report

Westwood funds. Westwood fund expenses for the three months ended September 30, 2025 increased compared to the three months September 30, 2024 primarily due to increased administration and distribution expenses related to our ETFs, driven by higher fund assets.

Current report

Net change in unrealized appreciation (depreciation) on private investments. In 2025 we recorded an unrealized gain of approximately $2.0 million for our investment in TXSE following observable price changes.

Current report

Nine months ended September 30, 2025 compared to nine months ended September 30, 2024

Current report

Westwood funds. Westwood fund expenses for the nine months ended September 30, 2025 increased compared to the three months September 30, 2024 primarily due to increased administration and distribution expenses related to our ETFs, driven by higher fund assets.

Current report

Net change in unrealized appreciation (depreciation) on private investments. In 2025 we recorded an unrealized gain of approximately $2.0 million for our investment in TXSE following observable price changes.
Removed paragraphs (3)
Reworded paragraphs (23)

Previous wording

Our revenues are generally derived from fees based on a percentage of AUM and AUA, and Westwood Management and Westwood Trust collectively had AUM of approximately $17.3 billion and AUA of approximately $0.9 billion at June 30, 2025. We have established a track record of delivering competitive, risk-adjusted returns for our clients.

Current wording

Our revenues are generally derived from fees based on a percentage of AUM and AUA, and Westwood Management and Westwood Trust collectively had AUM of approximately $17.3 billion and AUA of approximately $1.0 billion at September 30, 2025. We have established a track record of delivering competitive, risk-adjusted returns for our clients.

Previous wording

Expenses for Westwood mutual funds relate to our marketing, distribution and administration of the Westwood Funds®.

Current wording

Expenses for Westwood funds relate to our marketing, distribution and administration of the Westwood Funds®mutual funds and ETFs.

Previous wording

Firm-wide assets under management of $18.3 billion at June 30, 2025 consisted of $17.3 billion of AUM and $0.9 billion of AUA.

Current wording

Firm-wide assets under management of $18.3 billion at September 30, 2025 consisted of $17.3 billion of AUM and $1.0 billion of AUA.

Previous wording

AUM increased $1.5 billion to $17.3 billion at June 30, 2025 compared with $15.8 billion at June 30, 2024. The average of beginning and ending AUM for the second quarter of 2025 was $17.2 billion compared to $16.0 billion for the second quarter of 2024.

Current wording

AUM increased $0.5 billion to $17.3 billion at September 30, 2025 compared with $16.8 billion at September 30, 2024. The average of beginning and ending AUM ("average AUM") for the third quarter of 2025 was $17.3 billion compared to $16.3 billion for the third quarter of 2024.

Previous wording

(2)Wealth Management includes assets for which Westwood Trust provides trust and custodial services and participation in common trust funds that it sponsors to institutions and high net worth individuals pursuant to trust or agency agreements and assets for which Westwood Advisors, L.L.C. provides advisory services to high net worth individuals. Investment sub-advisory services are provided for the common trust funds by Westwood

Current wording

(2)Wealth Management includes assets for which Westwood Trust provides trust and custodial services and participation in common trust funds that it sponsors to institutions and high net worth individuals pursuant to trust or agency agreements and assets for which Westwood Advisors, L.L.C. provides advisory services to high net worth individuals. Investment sub-advisory services are provided for the common trust funds by Westwood Management and unaffiliated sub-advisors. For certain assets in this category Westwood Trust provides limited custodial services for a minimal or no fee, viewing these assets as potentially converting to fee-generating managed assets in the future.

Previous wording

The change in AUM for the three months ended June 30, 2024 was due to net outflows of $0.3 billion.

Current wording

The change in AUM for the three months ended September 30, 2025 was due to market appreciation of $0.7 billion offset by net outflows of $0.7 billion. Net outflows were primarily related to our LargeCap Value strategy.

Previous wording

The change in AUM for the three months ended June 30, 2025 was due to market appreciation of $0.6 billion offset by net outflows of $0.2 billion.

Current wording

The change in AUM for the three months ended September 30, 2024 was due to market appreciation of $1.1 billion offset by net outflows of $0.1 billion.

Previous wording

The $0.3 billion increase in AUM for the six months ended June 30, 2024 was due to market appreciation of $0.8 billion offset by net outflows of $0.5 billion. Net outflows were primarily related to our LargeCap Value strategy.

Current wording

The $0.7 billion increase in AUM for the nine months ended September 30, 2025 was due to market appreciation of $1.0 billion offset by net outflows of $0.3 billion. Net outflows were primarily related to our LargeCap Value strategy.

Previous wording

The $0.7 billion increase in AUM for the six months ended June 30, 2025 was due to net inflows of $0.4 billion and market appreciation of $0.3 billion. Net inflows were primarily related to our SmallCap Value strategy.

Current wording

The $1.3 billion increase in AUM for the nine months ended September 30, 2024 was due to market appreciation of $1.9 billion offset by net outflows of $0.6 billion. Net outflows were primarily related to our LargeCap Value strategy.

Previous wording

Loss from change in fair value of contingent consideration. In 2024 we recorded a loss of $4.8 million upon remeasurement of contingent consideration due to positive changes in growth projections following asset appreciation and asset flows in the period.

Current wording

Loss from change in fair value of contingent consideration. In 2024 we recorded a loss of $1.8 million upon remeasurement of contingent consideration due to positive changes in growth projections following asset appreciation and asset flows in the period.

Previous wording

Income tax provision. Our effective tax rate for the six months ended June 30, 2025 differed from the 21% statutory rate for 2025 due to permanent differences related to executive compensation. Our effective tax rate for the six months ended June 30, 2024 differed from the 21% statutory rate due to permanent differences between book and tax restricted stock expense based on a decrease in our stock price between the restricted stock grant and vesting dates.

Current wording

Income tax provision. Our effective income tax rate three months ended September 30, 2025 approximated the 21% statutory rate. Our effective tax rate differed from the 21% statutory rate for the third quarter of 2024 primarily due to permanent differences between book and tax restricted stock expense based on a decrease in our stock price between the restricted stock grant and vesting dates.

Previous wording

Total revenues. Total revenues for the six months ended June 30, 2025 were higher than revenues for the six months ended June 30, 2024 due to higher average AUM.

Current wording

Total revenues. Total revenues for the nine months ended September 30, 2025 were higher than revenues for the nine months ended September 30, 2024 due to higher average AUM.

Previous wording

Information technology. Information technology costs for the six months ended June 30, 2025 increased $0.7 million compared to the six months ended June 30, 2024 primarily due to additional investment resource tools and software licenses.

Current wording

Information technology. Information technology costs for the nine months ended September 30, 2025 increased $1.1 million compared to the nine months ended September 30, 2024 primarily due to additional investment resource tools and software licenses.

Previous wording

Loss from change in fair value of contingent consideration. In 2024 we recorded a loss of $1.9 million upon remeasurement of contingent consideration from the 2022 Salient Acquisition primarily due to positive changes in growth projections and revised asset flow expectations.

Current wording

Loss from change in fair value of contingent consideration. In 2024 we recorded a loss of $3.7 million upon remeasurement of contingent consideration from the 2022 Salient Acquisition primarily due to positive changes in growth projections and revised asset flow expectations.

Previous wording

Income tax provision. Our effective income tax rate differed from the 21% statutory rate for the three months ended June 30, 2025 due to permanent differences related to executive compensation. Our effective income tax rate differed from the 21% statutory rate for the three months ended June 30, 2024 primarily due to permanent differences between book and tax restricted stock expense based on a decrease in our stock price between the restricted stock grant and vesting dates.

Current wording

Income tax provision. Our effective income tax rate nine months ended September 30, 2025 approximated the 21% statutory rate. Our effective tax rate for the nine months ended September 30, 2024 differed from the 21% statutory rate for 2024 primarily due to permanent differences between book and tax restricted stock expense based on a decrease in our stock price between the restricted stock grant and vesting dates.

Previous wording

As supplemental information, we are providing non-GAAP performance measures that we refer to as Economic Earnings (Loss) and Economic EPS. We provide these measures in addition to, not as a substitute for, income (loss) attributable to Westwood Holdings Group, Inc. and earnings (loss) per share, which are reported on a GAAP basis. Our management and Board of Directors review Economic Earnings (Loss) and Economic EPS to evaluate our ongoing performance, allocate resources, and review our dividend policy. We believe that these non-GAAP performance measures, while not substitutes for GAAP income (loss) attributable to Westwood Holdings Group, Inc. or earnings (loss) per share, are useful for management and investors when evaluating our underlying operating and financial performance and our available resources. We do not advocate that investors consider these non-GAAP measures without also considering financial information prepared in accordance with GAAP.

Current wording

As supplemental information, we are providing non-GAAP performance measures that we refer to as Economic Earnings and Economic EPS. We provide these measures in addition to, not as a substitute for, income attributable to Westwood Holdings Group, Inc. and earnings per share, which are reported on a GAAP basis. Our management and Board of Directors review Economic Earnings and Economic EPS to evaluate our ongoing performance, allocate resources, and review our dividend policy. We believe that these non-GAAP performance measures, while not substitutes for GAAP income attributable to Westwood Holdings Group, Inc. or earnings per share, are useful for management and investors when evaluating our underlying operating and financial performance and our available resources. We do not advocate that investors consider these non-GAAP measures without also considering financial information prepared in accordance with GAAP.

Previous wording

We define Economic Earnings (Loss) as income (loss) attributable to Westwood Holdings Group, Inc. plus non-cash equity-based compensation expense, amortization of intangible assets and deferred taxes related to goodwill. Although depreciation on fixed assets is a non-cash expense, we do not add it back when calculating Economic Earnings (Loss) because depreciation charges represent an allocation of the decline in the value of the related assets that will ultimately require replacement. Although gains and losses from changes in the fair value of contingent consideration are non-cash, we do not add or subtract those back when calculating Economic Earnings (Loss) because gains and losses on changes in the fair value of contingent consideration are considered regular following an acquisition. In addition, we do not adjust Economic Earnings (Loss) for tax deductions related to restricted stock expense or amortization of intangible assets. Economic EPS represents Economic Earnings (Loss) divided by diluted weighted average shares outstanding.

Current wording

We define Economic Earnings as income attributable to Westwood Holdings Group, Inc. plus non-cash equity-based compensation expense, amortization of intangible assets and deferred taxes related to goodwill. Although depreciation on fixed assets is a non-cash expense, we do not add it back when calculating Economic Earnings because depreciation charges represent an allocation of the decline in the value of the related assets that will ultimately require replacement. Although gains and losses from changes in the fair value of contingent consideration are non-cash, we do not add or subtract those back when calculating Economic Earnings because gains and losses on changes in the fair value of contingent consideration are considered regular following an acquisition. In addition, we do not adjust Economic Earnings for tax deductions related to restricted stock expense or amortization of intangible assets. Economic EPS represents Economic Earnings divided by diluted weighted average shares outstanding.

Previous wording

The following tables (in thousands, except share and per share amounts) provide a reconciliation of income attributable to Westwood Holdings Group, Inc. to Economic Earnings (Loss) and Economic Earnings (Loss) by segment. We have included the tax impact of adjustments for all periods presented.

Current wording

The following tables (in thousands, except share and per share amounts) provide a reconciliation of income attributable to Westwood Holdings Group, Inc. to Economic Earnings and Economic Earnings by segment. We have included the tax impact of adjustments for all periods presented.

Previous wording

We had cash and liquid investments of $33.1 million and $44.6 million as of June 30, 2025 and December 31, 2024, respectively.

Current wording

We had cash and liquid investments of $39.2 million and $44.6 million as of September 30, 2025 and December 31, 2024, respectively.

Previous wording

During the six months ended June 30, 2025, cash flow provided by operating activities was $2.4 million, which included net sales of investments of $8.0 million, reductions in compensation and benefits payable of $5.2 million and contingent consideration of $4.4 million following the final payment for the revenue retention earn-out. During the six months ended June 30, 2024, cash flow provided by operating activities was $11.7 million, which included net sales of current investments of $11.4 million, partially to pay compensation and benefits payable, and a reduction in compensation and benefits payable of $4.2 million.

Current wording

During the nine months ended September 30, 2025, cash flow provided by operating activities was $10.9 million, which included net sales of trading securities of $7.0 million, reductions in compensation and benefits payable of $2.1 million and contingent consideration of $4.4 million following the final payment for the revenue retention earn-out. During the nine months ended September 30, 2024, cash flow provided by operating activities was $12.2 million, which included net sales of trading securities of $6.3 million and a reduction in compensation and benefits payable of $1.3 million.

Previous wording

Cash flow used in investing activities during the six months ended June 30, 2025 was related to the purchase of investments and internally developed software. Cash flow used in investing activities during the six months ended June 30, 2024 was related to the purchase of investments.

Current wording

Cash flow used in investing activities during the nine months ended September 30, 2025 was related to the purchase of investments and internally developed software. Cash flow used in investing activities during the nine months ended September 30, 2024 was related to the purchase of investments.

Previous wording

Cash flows used in financing activities of $4.4 million for the six months ended June 30, 2025 reflected the payment of dividends, restricted stock returned for the payment of taxes and deferred contingent consideration payments. Cash flows used in financing activities of $6.8 million for the six months ended June 30, 2024 reflected the payment of dividends, deferred contingent consideration payments, purchases of treasury stock and restricted stock returned for the payment of taxes.

Current wording

Cash flows used in financing activities of $5.7 million for the nine months ended September 30, 2025 reflected the payment of dividends, restricted stock returned for the payment of taxes and deferred contingent consideration payments. Cash flows used in financing activities of $8.3 million for the nine months ended September 30, 2024 reflected the payment of dividends, deferred contingent consideration payments, purchases of treasury stock and restricted stock returned for the payment of taxes.

Previous wording

"Investments, at fair value" in the accompanying Condensed Consolidated Balance Sheets. At June 30, 2025, Westwood Trust had approximately $11.9 million in excess of its minimum capital requirement.

Current wording

"Investments, at fair value" in the accompanying Condensed Consolidated Balance Sheets. At September 30, 2025, Westwood Trust had approximately $13.6 million in excess of its minimum capital requirement.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Information technology. Information technology costs for the three months ended September 30, 2025 increased compared to the three months September 30, 2024 primarily due to additional software subscription fees.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Management and unaffiliated sub-advisors. For certain assets in this category Westwood Trust provides limited custodial services for a minimal or no fee, viewing these assets as potentially converting to fee-generating managed assets in the future.