CBRE GROUP, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

CBRE Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Proxy Statement

and Notice of

Annual Meeting

May 21, 2026

New York’s iconic Lever House will be the home of CBRE’s global financial headquarters, opening this year.

Photo: Courtesy of Brookfield Properties

2121 North Pearl Street, Suite 300Dallas, Texas 75201(214) 979-6100

April 3, 2026

Dear Fellow Stockholder:

On behalf of the Board of Directors and management of CBRE Group, Inc., I cordially invite you to attend our annual meeting of stockholders on Thursday, May 21, 2026 at 11:00 a.m. (Central Time) (the Annual Meeting or the 2026 Annual Meeting). The 2026 Annual Meeting will be a virtual meeting of stockholders. You will be able to attend the 2026 Annual Meeting, vote your shares electronically, and submit your questions during the meeting via live webcast by visitingwww.virtualshareholdermeeting.com/CBRE2026. Stockholders will be able to listen, vote, and submit questions from their home or any location with internet connectivity. To participate in the meeting, you must have the 16-digit number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you elected to receive proxy materials by mail. The notice of meeting and proxy statement that follow describe the business that we will consider at the meeting.

We hope that you will be able to attend the meeting via our live webcast. However, regardless of whether you attend the meeting, your vote is very important. We are pleased to again offer multiple options for voting your shares. Regardless of whether you attend, please take advantage of this opportunity to vote your shares.*

Thank you for your continued support of CBRE Group, Inc.

Robert E. Sulentic

Chair, President, and Chief Executive Officer

• Please see page 1 of this Proxy Statement for the many options available to vote your shares and other details on how you can participate in our Annual Meeting.

Notice of 2026 Annual

Meeting of Stockholders

Date:Thursday, May 21, 2026 Time:11:00 a.m. (Central Time) Virtual Meeting Website:www.virtualshareholdermeeting.com/CBRE2026 Record Date:March 23, 2026

Your Vote Matters — How to Vote:

OnlineVisit www.proxyvote.com. You will need the 16-digit number included in your proxy card, voter instruction form, or notice.

PhoneCall 1-800-690-6903 or the number on your voter instruction form. You will need the 16-digit number included in your proxy card, voter instruction form, or notice.

MailSend your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.

Via Webcast During the Annual MeetingVisit www.virtualshareholdermeeting.com/CBRE2026. You will need the 16-digit number included in your proxy card, voter instruction form, or notice. Online access begins at 10:45 a.m. (Central Time).

Agenda:

1. Elect the 10 Board-nominated directors named in the Proxy Statement;

2. Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

3. Conduct an advisory vote on named executive officer compensation for the fiscal year ended December 31, 2025;

4. If properly presented, consider a stockholder proposal regarding our stockholders’ ability to call special stockholder meetings; and

5. Transact any other business properly introduced at the Annual Meeting.

Your vote is important, and you are encouraged to vote promptly whether or not you plan to virtually attend the 2026 Annual Meeting of Stockholders.

We hope that you can attend the Annual Meeting. Regardless of whether you will attend via our live webcast, please complete and return your proxy so that your shares can be voted at the Annual Meeting in accordance with your instructions.

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be held on Thursday, May 21, 2026: Our Proxy Statement and 2025 Annual Report are available free of charge on our website orwww.proxyvote.com.

We believe that this allows us to provide you with the information that you need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting.

April 3, 2026

By Order of the Board of Directors

Chad J. Doellinger

Chief Legal & Administrative Officer and Corporate Secretary

This Proxy Statement and accompanying proxy card are first being made available on or about April 3, 2026. References in this Proxy Statement to “CBRE,” “the company,” “we,” “us,” or “our” refer to CBRE Group, Inc. and include all of its consolidated subsidiaries, unless otherwise indicated or the context requires otherwise. References to “the Board” refer to our Board of Directors. A copy of our Annual Report for the fiscal year ended December 31, 2025, including financial statements, is being sent simultaneously with this Proxy Statement to each stockholder who requested paper copies of these materials and will also be available atwww.proxyvote.com.

Proxy Summary

To help you review the proposals to be voted upon at our 2026 Annual Meeting, we have summarized important information in this Proxy Statement and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This summary does not contain all of the information that you should consider, and you should carefully read the entire Proxy Statement and Annual Report on Form 10-K before voting.

Voting Matters and Board Recommendation

Corporate Governance Highlights

We are committed to good corporate governance, which promotes the long-term interests of stockholders, strengthens Board and management accountability, and helps build public trust in our company. Our governance practices include:

•

Robust director selection process resulting in a diverse Board in terms of professional experience, skills, tenure, gender, race, ethnicity, geography, and age

•

Strong lead independent director, elected by independent directors

•

8 out of 10 of our director nominees are independent

•

No “overboarding” by our directors on other public-company boards

•

Regular executive sessions, where independent directors meet without management present

•

Annual Board, committee, and individual director evaluations and self-assessments

•

Active Board oversight of strategy, risk management, sustainability, social responsibility, and governance matters

•

Annual election of directors

•

Majority voting standard for uncontested elections

•

Proxy access rights for director nominations

•

Stock ownership requirements for directors and executive officers

•

Policy restricting trading and prohibiting hedging, short-selling, and pledging of CBRE stock

•

Ongoing stockholder outreach and engagement

•

Stockholder rights to call a special meeting

•

No poison pill takeover defense plans

Our Board Nominees

Our Board nominees exhibit a mix of skills, experience, and perspectives:

Awards & Recognition

In 2025 and early 2026, we were recognized with the following awards and accolades:

Our Corporate Strategy

We aspire to be the leading, at scale, global commercial real estate services and investment firm, defined by the superior outcomes we deliver for our constituents. The key elements of our strategy to deliver on our aspiration are:

•

Having a broad and deep presence across clients, service lines, asset types, and geography.

•

Delivering strong organic and inorganic growth perpetuating the benefits of scale.

•

Offering high-quality products that are integrated to deliver superior client solutions.

•

Moving resources into resilient and secularly favored areas across the four dimensions of our business.

•

Maintaining a powerful functional, knowledge and digital platform.

2025 Business Highlights

(1)

These are non-GAAP financial measures. For definitions and more information, see Annex A of this Proxy Statement. Our Board and management use these non-GAAP financial measures to evaluate our performance and manage our operations. However, non-GAAP financial measures should be viewed in addition to, and not as an alternative for, financial results prepared in accordance with GAAP. The term “GAAP,” as used in this Proxy Statement, means generally accepted accounting principles in the United States.

(2)

Inclusive of dividends, assuming reinvestment.

Company Performance and Financial Highlights

Our pay-for-performance approach aligns management and stockholder interests. The operating environment improved considerably in 2025. This is reflected in markedly increased property sales and leasing activity, broader capital availability, and strengthening market fundamentals. Furthermore, rising investor sentiment as well as large occupiers’ continued strong appetite for outsourcing services drove significant momentum across our platform. Overall, revenue increased 13.4% in our resilient businesses (which include facilities management, project management, property management, loan servicing, other portfolio services, recurring investment management fees, and valuations), and 13.6% in our transactional businesses (which include property sales, leasing, mortgage origination, carried interest and incentive fees in our investment management business, and development fees). In addition, Core EBITDA rose 22.3% while Core EPS increased 25.1%, compared to full year 2024. We deployed approximately $2.7 billion of capital in 2025. This included approximately $1.2 billion to acquire Pearce Services, a leading provider of advanced technical services for digital and power infrastructure, and approximately $468 million to acquire the remaining 60% equity interest in Industrious, a leading flexible workplace solutions and workplace experience company. We also deployed $956 million to repurchase 7,052,481 shares of our common stock. Even with this substantial capital deployment, we ended 2025 with 1.2x net leverage, giving us substantial liquidity to finance future growth.

Comparison of 5-Year Cumulative Total Return(1) among CBRE Group, Inc., the S&P 500 Index,(2) and Peer Group(3)

(1)

$100 invested on December 31, 2020 in stock or index-including reinvestment of dividends, fiscal year ending December 31.

(2)

Copyright© 2026 Standard & Poor’s, a division of S&P Global. All rights reserved.

(3)

Peer group contains companies with the following ticker symbols: CIGI, CWK, ISS, JLL, MMI, NMRK, SVS.L (London), and WD.

Executive Compensation Highlights

Our Pay-for-Performance Compensation Philosophy

Our executive compensation program is designed to:

•

Align pay and performance;

•

Reinforce our corporate strategy;

•

Attract and retain accomplished and high-performing executives; and

•

Motivate those executives to consistently achieve short- and long-term goals to further our corporate strategy.

To do this, we focus a significant percentage of our executive officers’ compensation on both annual and long-term incentive awards intended to drive growth in our business and in our share price in the short- and long-term, with a relatively modest portion of compensation paid in fixed base salary.

2025 Total Target Direct Compensation Mix

The total 2025 target direct compensation mix for our CEO is shown here:

CEO Target Compensation Mix

2025 Performance and NEO Compensation

An improved operating environment supported strong growth for CBRE in 2025. Overall, revenue increased 13.4%. This included 13.4% revenue growth in our resilient businesses (which include facilities management, project management, property management, loan servicing, other portfolio services, recurring investment management fees, and valuations), and 13.6% revenue growth in our transactional businesses (which include property sales, leasing, mortgage origination, carried interest and incentive fees in our investment management business, and development fees). Core EBITDA rose 22.3%, while Core EPS increased 25.1%, compared to full year 2024. This resulted in above target payouts for our named executive officers with respect to their cash bonuses and 2025 Core EPS awards.

As part of the annual target compensation review, the Compensation Committee approved higher total annual compensation targets for each named executive officer except Mr. Hodari, who joined the company in January 2025. The compensation increases for Ms. Giamartino and Messrs. Sulentic and Kohli were delivered solely through equity awards, while Mr. Doellinger’s increase included adjustments to his base salary and bonus in addition to his equity award. All of these adjustments were implemented to keep our executive compensation competitive in the marketplace and to acknowledge the substantial accomplishments and contributions of each named executive officer in enhancing long-term shareholder value. Furthermore, the annual equity award structure was updated to further prioritize performance. Under this revised structure, both our CEO and other named executive officers now receive one-third of their target annual long-term equity award as time-based RSUs, with the remaining two-thirds granted as performance-based RSUs.

2025 NEO Total Annual Compensation

Set forth below is the 2025 annual compensation for our named executive officers. This table is not intended to be a substitute for the Summary Compensation Table required under Item 402(c) of Regulation S-K. You can find the Summary Compensation Table for fiscal year 2025 under the heading, “Executive Compensation—Summary Compensation Table.”

Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the company’s sustainability targets, strategies, and goals. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the company’s actual results and performance in future periods to be materially different from any future results or performance suggested in forward-looking statements in this Proxy Statement. Any forward-looking statements speak only as of the date of this Proxy Statement and, except to the extent required by applicable securities laws, the company expressly disclaims any obligation to update or revise any of them to reflect actual results, any changes in expectations or any change in events. If the company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements. Readers are urged to carefully review and consider the various disclosures made in the company’s Annual Report for the year ended December 31, 2025, particularly those under the captions “Cautionary Note on Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as in the company’s press releases and other periodic filings with the SEC.

This Proxy Statement contains certain voluntary disclosures regarding our sustainability goals and related matters because we believe these matters are of interest to our investors; however, we do not believe these disclosures are “material” as that concept is defined by or construed in accordance with the securities laws or any other laws of the U.S. or any other jurisdiction, or as that concept is used in the context of financial statements and financial reporting. These disclosures speak only as of the date on which they are made, and we undertake no obligation and expressly disclaim any duty to correct or update such disclosures, whether as a result of new information, future events, or otherwise, except as required by applicable law.

Table o