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WESTWOOD HOLDINGS GROUP INC

For the period ended Dec 31, 2025. Filed Mar 4, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 4, 2026

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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

For the fiscal year ended December 31, 2025

OR

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-31234

(Exact name of registrant as specified in its charter)

Delaware75-2969997
(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)
Dallas,Texas75201
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:(214) 756-6900

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class:Trading Symbol:Name of each exchange on which registered:
Common Stock, par value $0.01 per shareWHGNew York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

None

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes¨ No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes¨ No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer¨Accelerated filer¨
Non-accelerated filerýSmaller reporting companyý
Emerging growth company¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes¨

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ Noý

The aggregate market value on June 30, 2025 of the voting and non-voting common equity held by non-affiliates of the registrant was $98,480,184. For purposes of this calculation, the registrant has assumed that stockholders that are not officers or directors of the registrant are not affiliates of the registrant.

The number of shares of registrant’s Common Stock, par value $0.01 per share, outstanding as of February 27, 2026:9,484,473.

DOCUMENTS INCORPORATED BY REFERENCE

Selected portions of the registrant’s definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, which will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates, are incorporated by reference into Part III hereof.

Index

PAGE
PART I:
Item 1. Business1
Item 1A. Risk Factors12
Item 1B. Unresolved Staff Comments20
Item 1C. Cybersecurity20
Item 2. Properties21
Item 3. Legal Proceedings21
Item 4. Mine Safety Disclosures21
PART II:
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities22
Item 6. Reserved23
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations24
Item 7A. Quantitative and Qualitative Disclosures about Market Risk34
Item 8. Financial Statements and Supplementary Data35
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure35
Item 9A. Controls and Procedures35
Item 9B. Other Information37
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections37
PART III:
Item 10. Directors, Executive Officers and Corporate Governance37
Item 11. Executive Compensation37
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters37
Item 13. Certain Relationships and Related Transactions, and Director Independence37
Item 14. Principal Accounting Fees and Services37
PART IV:
Item 15. Exhibits, Financial Statement Schedules39

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