Evercore Inc
For the period ended Dec 31, 2024. Filed Feb 21, 2025.
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FY2024 · Filed Feb 21, 2025
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Item 15. Exhibits and Financial Statement Schedules
| Item 15. | Exhibits and Financial Statement Schedules |
|---|
| 1. | Financial Statements |
The consolidated financial statements required to be filed in the Form 10-K are listed in Part II, Item 8 hereof.
| 2. | Financial Data Schedules |
All schedules have been omitted because they are not applicable, not required, or the information required is included in the financial statements or notes thereto.
| 3. | Exhibits |
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
| ExhibitNumber | Description |
| 3.1 | Restated Certificate of Incorporation of Evercore Inc., as filed with the Secretary of State of the State of Delaware on October 17, 2017(14) |
| 3.2 | Amended and Restated By-Laws, dated August 29, 2017(13) |
| 4.1 | Form of 4.34% Series E senior notes due 2029(17) |
| 4.2 | Form of 4.44% Series F senior notes due 2031(17) |
| 4.3 | Form of 4.54% Series G senior notes due 2033(17) |
| 4.4 | Form of 3.33% Series H senior notes due 2033(17) |
| 4.5 | Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934(25) |
| 10.1 | Tax Receivable Agreement, dated as of August 10, 2006(2) |
| 10.2 | Registration Rights Agreement, dated as of August 10, 2006(2) |
| 10.3 | *Employment Agreement between the Registrant and Roger C. Altman(2) |
| 10.4 | *Amendment to Employment Agreement dated February 12, 2008 with Roger C. Altman(3) |
| 10.5 | *Amendment to Employment Agreement dated March 26, 2009 with Roger C. Altman(4) |
| 10.6 | Form of Indemnification Agreement between the Registrant and each of its directors(1) |
| 10.7 | Contribution and Exchange Agreement, dated as of August 3, 2014, among ISI Holding, Inc., ISI Holding II, Inc., ISI Management Holdings LLC, ISI Holding, LLC, Edward S. Hyman, the holders of the Management Holdings management units set forth on Annex A thereto, Evercore LP, Evercore Partners Inc. and the Founder, solely in his capacity as the holders' representative(5) |
| 10.8 | *Employment Agreement between the Registrant and Edward S. Hyman(6) |
| 10.9 | *Cash Unit Award Agreement(7) |
| 10.10 | *Form Restricted Stock Unit Award Agreement for U.S. Employees(7) |
| 10.11 | Form of Note Purchase Agreement, dated March 30, 2016(8) |
| 10.12 | Loan Agreement, dated as of June 24, 2016, between Evercore Partners Services East L.L.C., as borrower, and PNC Bank, National Association, as lender(9) |
| 10.13 | *Amended and Restated 2016 Evercore Inc. Stock Incentive Plan(10) |
| 10.14 | *Employment Agreement, dated as of November 15, 2016, by and among Evercore Partners Inc., Evercore LP and John S. Weinberg(11) |
| 10.15 | *Incentive Subscription Agreement, dated as of November 15, 2016, by and among Evercore Partners Inc., Evercore LP and John S. Weinberg(11) |
| 10.16 | *Restricted Stock Unit Award Agreement, dated as of November 15, 2016, by and among Evercore Partners Inc., Evercore LP and John S. Weinberg(11) |
| 10.17 | *Confidentiality, Non-Solicitation and Proprietary Information Agreement, dated as of November 15, 2016, by and between Evercore Partners Inc. and John S. Weinberg(11) |
| 10.18 | *2017 Form Restricted Stock Unit Award Agreement for U.S. Employees(12) |
| 10.19 | *2017 Form Restricted Stock Unit Award Agreement for the members of Evercore Partners International LLP(12) |
| 10.20 | *2017 Form Restricted Stock Unit Award Agreement for non-U.S. Employees and non-members of Evercore Partners International LLP(12) |
| 10.21 | Seventh Amended and Restated Limited Partnership Agreement of Evercore LP, dated as of November 1, 2017, by and among Evercore Inc., as general partner, and the Limited Partners (as defined therein) of the Partnership(15) |
| 10.22 | *2019 Form Restricted Stock Unit Award Agreement for U.S. Employees(16) |
| 10.23 | Form of Note Purchase Agreement, dated as of August 1, 2019(17) |
| 10.24 | Amended and Restated 2016 Evercore Inc. Stock Incentive Plan, Israeli Appendix(18) |
| 10.25 | *Amended and Restated 2016 Evercore Inc. Stock Incentive Plan(19) |
| 10.26 | Form of Note Purchase Agreement, dated as of March 29, 2021(20) |
| 10.27 | Form of Class L Interest Subscription Agreement(21) |
| 10.28 | Amendment No. 1 to the Seventh Amended and Restated Limited Partnership Agreement of Evercore LP, dated as of April 30, 2021, by and among Evercore Inc., as general partner, and the Limited Partners (as defined therein) of the Partnership(21) |
| 10.29 | Agreement, dated October 29, 2021, between Evercore Group L.L.C. and PNC Bank, National Association(22) |
| 10.30 | Form of Note Purchase Agreement, dated June 28, 2022(23) |
| 10.31 | Form of Class K-P Unit Subscription Agreement(25) |
| 10.32 | Amendment, dated October 31, 2022, to the Agreement between Evercore Group L.L.C. and PNC Bank, National Association(25) |
| 10.33 | *Employment Agreement between Evercore Inc. and Timothy LaLonde, dated January 19, 2023(24) |
| 10.34 | Amendment to Subordinated Revolving Credit Facility (Unsecured Facility), dated November 3, 2023, by and among Evercore Group L.L.C. and PNC Bank, National Association(26) |
| 10.35 | *Third Amended and Restated 2016 Evercore Inc. Stock Incentive Plan(27) |
| 10.36 | Amendment to Subordinated Revolving Credit Facility (Unsecured Facility), dated October 25, 2024, by and among Evercore Group L.L.C. and PNC Bank, National Association (filed herewith) |
| 10.37 | Loan Agreement, dated October 28, 2024, between Evercore Partners Services East L.L.C. and PNC Bank, National Association, together with Revolving Line of Credit Note (filed herewith) |
| 10.38 | Guaranty and Suretyship Agreement, dated October 28, 2024, between Evercore LP, Evercore Group Holdings L.P., and PNC Bank, National Association (filed herewith) |
| 10.39 | 2024 Form of Restricted Stock Unit Award Agreement for U.S. Employees (filed herewith) |
| 11 | Not included as a separate exhibit - earnings per share can be determined from Note 17 to the consolidated financial statements included in Item 8 – Financial Statements and Supplemental Data. |
| 19.1 | Personal Trading Policy (filed herewith) |
| 21.1 | Subsidiaries of the Registrant (filed herewith) |
| 23.1 | Consent of Deloitte & Touche LLP (filed herewith) |
| 24.1 | Power of Attorney (included on signature page hereto) |
| 31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) (filed herewith) |
| 31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) (filed herewith) |
| 32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) |
| 32.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) |
| 97.1 | Evercore Inc. Mandatory Clawback Policy(26) |
| 101.INS | The following materials from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2024, are formatted in Inline XBRL: (i) Consolidated Statements of Financial Condition as of December 31, 2024 and 2023, (ii) Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022, (iv) Consolidated Statements of Changes in Equity for the years ended December 31, 2024, 2023 and 2022, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text including detailed tags |
| 101.SCH | Inline XBRL Taxonomy Extension Schema |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase |
| 104 | Cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2024 is formatted in Inline XBRL (and contained in Exhibit 101) |
(1)Incorporated by Reference to the Registrant's Registration Statement on Form S-1 (Registration No. 333-134087), as amended, originally filed with the SEC on May 12, 2006.
(2)Incorporated by Reference to the Registrant's Quarterly Report on Form 10-Q (Commission File No. 001-32975), for the period ended June 30, 2006.
(3)Incorporated by Reference to the Registrant's Current Report on Form 8-K (Commission File No. 001-32975), filed with the SEC on February 12, 2008.
(4)Incorporated by Reference to the Registrant's Current Report on Form 8-K (Commission File No. 001-32975), filed with the SEC on March 27, 2009.
(5)Incorporated by Reference to the Registrant's Current Report on Form 8-K (Commission File No. 001-32975), filed with the SEC on August 4, 2014.
(6)Incorporated by Reference to the Registrant's Annual Report on Form 10-K (Commission File No. 001-32975), filed with the SEC on February 27, 2015.
(7)Incorporated by Reference to the Registrant's Annual Report on Form 10-K (Commission File No. 001-32975), filed with the SEC on February 24, 2016.
(8)Incorporated by Reference to the Registrant's Current Report on Form 8-K (Commission File No. 001-32975), filed with the SEC on March 31, 2016.
(9)Incorporated by Reference to the Registrant's Current Report on Form 8-K (Commission File No. 001-32975), filed with the SEC on June 29, 2016.
(10)Incorporated by Reference to Annex B to the Registrant's definitive proxy statement (Commission File No. 001-32975), filed with the SEC on April 28, 2016.
(11)Incorporated by Reference to the Registrant's Current Report on Form 8-K (Commission File No. 001-32975), filed with the SEC on November 18, 2016.
(12)Incorporated by Reference to the Registrant's Annual Report on Form 10-K (Commission File No. 001-32975), filed with the SEC on February 24, 2017.
(13)Incorporated by Reference to the Registrant's Current Report on Form 8-K (Commission File No. 001-32975), filed with the SEC on September 1, 2017.
(14)Incorporated by Reference to the Registrant's Quarterly Report on Form 10-Q (Commission File No. 001-32975), for the period ended September 30, 2017.
(15)Incorporated by Reference to the Registrant's Annual Report on Form 10-K (Commission File No. 001-32975), filed with the SEC on February 23, 2018.
(16)Incorporated by Reference to the Registrant's Annual Report on Form 10-K (Commission File No. 001-32975), filed with the SEC on February 22, 2019.
(17)Incorporated by Reference to the Registrant's Quarterly Report on Form 10-Q (Commission File No. 001-32975), for the period ended June 30, 2019.
(18)Incorporated by Reference to the Registrant's Quarterly Report on Form 10-Q (Commission File No. 001-32975), for the period ended September 30, 2019.
(19)Incorporated by Reference to Annex B to the Registrant's definitive proxy statement (Commission File No. 001-32975), filed with the SEC on April 24, 2020.
(20)Incorporated by Reference to the Registrant's Quarterly Report on Form 10-Q (Commission File No. 001-32975), for the period ended March 31, 2021.
(21)Incorporated by Reference to the Registrant's Current Report on Form 8-K (Commission File No. 001-32975), filed with the SEC on April 30, 2021.
(22)Incorporated by Reference to the Registrant's Annual Report on Form 10-K (Commission File No. 001-32975), filed with the SEC on February 24, 2022.
(23)Incorporated by Reference to the Registrant's Quarterly Report on Form 10-Q (Commission File No. 001-32975), for the period ended June 30, 2022.
(24)Incorporated by Reference to the Registrant's Current Report on Form 8-K (Commission File No. 001-32975), filed with the SEC on January 20, 2023.
(25)Incorporated by Reference to the Registrant's Annual Report on Form 10-K (Commission File No. 001-32975), filed with the SEC on February 24, 2023.
(26)Incorporated by Reference to the Registrant's Annual Report on Form 10-K (Commission File No. 001-32975), filed with the SEC on February 22, 2024.
(27)Incorporated by Reference to Annex B to the Registrant's definitive proxy statement (Commission File No. 001-32975), filed with the SEC on April 26, 2024.
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