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Q - Cushman & Wakefield plc

For the period ended Jun 30, 2025. Filed Aug 5, 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.

Jun 30, 2025 · Filed Aug 5, 2025

CWK$13.96-1.6%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 2025-03-31; filed 2025-04-29.

0001628369-25-000021

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

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-05.

0001628369-25-000047

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 151 previous paragraphs and 199 current paragraphs.

108 unchanged; 33 reworded; 51 added; 8 removed; 2 previous and 7 current paragraphs rearranged.

Tables are not compared: 7 previous and 7 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 (51)

Current report

•Revenue of $2.5 billion for the second quarter of 2025 increased 9% from the second quarter of 2024.

Current report

◦Leasing revenue increased 8%, with strength in the Americas and EMEA.

Current report

◦Capital markets revenue increased 27%, driven primarily by strong performance across all asset classes in the Americas.

Current report

◦Services revenue increased 3%. Excluding the impact of the sale of a non-core Services business in August 2024, Services revenue increased 6%.

Current report

•Net income of $57.3 million for the second quarter of 2025 increased $43.8 million from the second quarter of 2024. Diluted earnings per share was $0.25 for the second quarter of 2025 compared to $0.06 for the second quarter of 2024.

Current report

◦Adjusted EBITDA of $161.7 million increased 16% from the second quarter of 2024.

Current report

•Revenue of $4.8 billion for the first half of 2025 increased 7% from the first half of 2024.

Current report

◦Capital markets revenue increased 20%, with strong performance across all segments.

Current report

◦Adjusted EBITDA of $257.9 million increased 19% from the first half of 2024.

Current report

In July 2025, we repriced the 2030 Tranche-2 of our Term Loans, reducing the applicable interest rate by 50 basis points to 1-month Term SOFR plus 2.75%.

Current report

On August 5, 2025, we prepaid an additional $150.0 million in principal outstanding under the 2030 Tranche-1 of our Term Loans, using cash on hand, which brought our total year-to-date principal prepayments to $200.0 million.

Current report

Loss on disposition reflects losses on the sale or disposition of businesses as well as other transaction costs associated with the sales, which are not indicative of our core operating results given the low frequency of business dispositions by the Company.

Current report

Non-operating items related to the Greystone JV reflects certain non-operating activity presented within earnings from equity method investments related to the Greystone JV for (i) gains recognized from the retention of mortgage servicing rights (“MSRs”) upon the origination and sale of mortgage loans, (ii) increases or decreases in the fair value of the MSRs and (iii) estimated provisions for credit losses related to mortgage loans. This activity is specific to the Greystone JV rather than all of the Company’s equity method investments based on the Greystone JV’s specialized industry, namely, multi-family lending and loan servicing solutions. Starting in the second quarter of 2025, we have excluded such activity from the calculation of Adjusted EBITDA as it is non-cash in nature and does not represent the underlying operating performance of the business. This activity is reported entirely within the Americas reportable segment.

Current report

For the three months ended June 30, 2024, Other also reflects professional services fees associated with discrete offshoring, legal fees and costs associated with an antitrust matter (see Note 10: Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements) and one-time legal and consulting costs associated with a secondary offering of our ordinary shares by our former shareholders. For the six months ended June 30, 2024, Other also includes non-cash stock-based compensation expense associated with certain one-time retention awards which vested in February 2024 and bad debt expense driven by a sublessee default.

Current report

For the three months ended June 30, 2024, Other also reflects professional services fees associated with discrete offshoring, legal fees and costs associated with an antitrust matter (see Note 10: Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements) and one-time legal and consulting costs associated with a secondary offering of our ordinary shares by our former shareholders. For the six months ended June 30, 2024, Other also includes non-cash stock-based compensation expense associated with certain one-time retention awards which vested in February 2024 and bad debt expense driven by a sublessee default.

Current report

Revenue of $2.5 billion increased $195.9 million or 9% compared to the three months ended June 30, 2024, driven by broad strength across all segments and service lines. Capital markets revenue increased 27%, primarily driven by strong performance across all asset classes in the Americas, and as healthy fundamentals, such as improved debt availability and asset pricing corrections, supported a resilient transaction environment across most major markets. Leasing revenue increased 8%, principally due to strength in the office and industrial sectors in the Americas, including a relatively higher number of large transactions, and strength in EMEA. Services revenue increased 3%, primarily driven by higher facilities services and project management revenue, partially offset by the sale of a non-core Services business in August 2024, which accounted for $25.2 million and $20.5 million of facilities management and Gross contract reimbursables revenue, respectively, in the three months ended June 30, 2024. Excluding the impact of this sale, Services and Gross contract reimbursables revenue increased 6% and 15%, respectively, and total revenue increased 11%. In addition, Valuation and other revenue increased 8%.

Current report

Operating, administrative and other expenses of $318.3 million increased $24.1 million or 8% compared to the three months ended June 30, 2024, primarily driven by an increase in employment costs of approximately $19.0 million, including an increase in stock-based compensation expense as a result of the modification of our non-executive chairman’s awards in 2024 (which reduced expense in the prior year period), as well as strategic investments and cost inflation.

Current report

The Company did not incur any Restructuring, impairment and related charges during the second quarter of 2025. In the second quarter of 2024, Restructuring, impairment and related charges of $17.4 million were primarily driven by a $12.5 million loss on disposition related to the sale of a non-core Services business in the Americas.

Current report

Earnings from equity method investments of $0.2 million decreased $4.1 million compared to the three months ended June 30, 2024, primarily due to a decline of $4.1 million in earnings recognized from our equity method investment in Cushman Wakefield Greystone LLC (the “Greystone JV”) driven by changes in mix of mortgage loan origination volumes compared to the second quarter of 2024, contributing to a lower value of mortgage servicing rights (“MSRs”), and higher provisions for credit losses for mortgage loans due to expected losses on specific loans, loan repurchases and higher risk-sharing obligations. Changes in expectations and forecasts may materially impact the provision for credit losses in the future.

Current report

Net income of $57.3 million for the three months ended June 30, 2025 increased by $43.8 million compared to the three months ended June 30, 2024. Net income margin was 2.3% compared to 0.6% for the three months ended June 30, 2024. The $43.8 million increase in net income was principally driven by growth in our Services, Leasing and Capital markets service lines, as well as the impact of our cost savings initiatives, lower interest expense and lower depreciation and amortization expense. Additionally, the loss on disposition recorded in the second quarter of 2024 contributed to the increase from the prior year period. These favorable trends were partially offset by higher stock-based compensation expense, strategic investments, cost inflation and lower earnings recognized from the Greystone JV.

Current report

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

Current report

Revenue of $4.8 billion increased $295.7 million or 7% compared to the six months ended June 30, 2024, primarily driven by Capital markets and Leasing revenue growth of 20% and 8%, respectively. Capital markets revenue was strong across all segments as improved debt availability and built-up demand continued to positively impact investment sales activity in the first half of 2025, led by the Americas. Leasing revenue increased primarily due to office and industrial leasing in the Americas, including a relatively higher number of large transactions. Services revenue increased 1% compared to the six months ended June 30, 2024, primarily driven by higher facilities services and property management revenue, partially offset by the sale of a non-core Services business in August 2024, which accounted for $51.3 million and $39.0 million of facilities management and Gross contract reimbursables revenue, respectively, in the six months ended June 30, 2024. Excluding the impact of this sale, Services and Gross contract reimbursables revenue increased 4% and 13%, respectively, and total revenue increased 9%. In addition, Valuation and other revenue increased 4%.

Current report

Costs of services of $3.9 billion increased $209.6 million or 6% compared to the six months ended June 30, 2024, principally driven by an increase in employment costs of approximately $160.0 million, including higher commissions as a result of higher brokerage revenue and higher reimbursed employee costs as a result of higher Services revenue, as well as an increase in third-party consumables and sub-contractor costs of approximately $57.0 million. Cost of services provided to clients increased 3% and Cost of gross contract reimbursables increased 10%. Total costs of services as a percentage of total revenue was 82% for the six months ended June 30, 2025 compared to 83% for the six months ended June 30, 2024.

Current report

Earnings from equity method investments of $11.3 million decreased $4.7 million or 29% compared to the six months ended June 30, 2024, primarily due to a decline of $7.1 million in earnings recognized from our equity method investment in the Greystone JV driven by changes in mix of mortgage loan origination volumes compared to the second quarter of 2024, contributing to a lower value of MSRs, and higher provisions for credit losses for mortgage loans due to expected losses on specific loans, loan repurchases and higher risk-sharing obligations. Changes in expectations and forecasts may materially impact the provision for credit losses in the future. The decline in earnings recognized from the Greystone JV was partially offset by a $3.2 million increase in earnings recognized from our equity method investment in CWVS Holding Limited (the “Onewo JV”) as a result of increased scope of services contracts.

Current report

Adjusted EBITDA of $257.9 million increased $40.9 million or 19% compared to the six months ended June 30, 2024, driven by the same factors impacting Net income above, with the exception of interest expense, depreciation and amortization expense and the impact of the Greystone JV. Adjusted EBITDA margin, measured against service line fee revenue, was 8.0% for the six months ended June 30, 2025, an increase of 92 basis points from the six months ended June 30, 2024.

Current report

Americas revenue in the second quarter of 2025 was $1.8 billion, an increase of $90.7 million or 5% from the second quarter of 2024. This increase was principally driven by 29% growth in Capital markets revenue, primarily due to higher office, industrial and multi-family transactions, as healthy fundamentals, such as improved debt availability and asset pricing corrections, supported a resilient transaction environment. Leasing revenue grew 9% primarily due to higher tenant representation revenue in the office and industrial sectors, as a result of more favorable market conditions than the second quarter of 2024, as well as a relatively higher number of large transactions. Office leasing benefited from return-to-office trends and occupiers across both the office and industrial sectors continue to seek high-quality space. Valuation and other revenue also increased 8%. Services revenue grew 1% compared to the second quarter of 2024. Excluding the impact of the sale of a non-core Services business in August 2024, which accounted for $25.2 million and $20.5 million of facilities management and Gross contract reimbursables revenue, respectively, in the second quarter of 2024, Services and Gross contract reimbursables revenue increased 5% and 6%, respectively, primarily driven by higher facilities services revenue of approximately $15.0 million which grew due to the expansion of existing client mandates.

Current report

Fee-based operating expenses of $1.1 billion increased 7% principally due to higher commissions of approximately $45.0 million associated with higher brokerage revenue, as well as higher stock-based compensation expense and cost inflation, partially offset by lower third-party consumables and sub-contractor costs of approximately $18.0 million.

Current report

Americas: Six months ended June 30, 2025 compared to the six months ended June 30, 2024

Current report

Fee-based operating expenses of $2.1 billion increased 5% principally due to higher commissions of approximately $72.0 million associated with higher brokerage revenue, as well as higher stock-based compensation expense and cost inflation, partially offset by lower third-party consumables and sub-contractor costs of approximately $36.0 million.

Showing the first 40 of 51 passages. Open the source sections for the rest.

Removed paragraphs (8)

Previous report

•Revenue of $2.3 billion for the first quarter of 2025 increased 5% from the first quarter of 2024.

Previous report

◦Capital markets revenue increased 11%, with strong performance across all segments.

Previous report

◦Adjusted EBITDA of $96.2 million increased 23% from the first quarter of 2024.

Previous report

Revenue of $2.3 billion increased $99.8 million or 5% compared to the three months ended March 31, 2024, primarily driven by Leasing revenue growth in the Americas, which grew 14% due to strong tenant representation revenue in the office and industrial sectors, including a relatively higher number of large deals. Capital markets revenue increased 11% due to broad strength across all segments, led by APAC, as rate stability, improved debt market liquidity and built-up demand positively impacted investment sales activity in the first quarter of 2025. Services revenue decreased 1% compared to the three months ended March 31, 2024, primarily driven by the sale of a non-core Services business in August 2024, which reduced facilities management and Gross contract reimbursables revenue by $26.2 million and $18.4 million, respectively. Excluding the impact of this sale, Services and Gross contract reimbursables revenue increased 3% and 11%, respectively, and total revenue increased 7%. Services revenue also benefited as a result of higher facilities services revenue, partially offset by lower project management revenue principally in EMEA. In addition, Valuation and other revenue increased 1%.

Previous report

Fee-based operating expenses of $1.0 billion increased 3% principally due to higher commissions of approximately $27.0 million associated with revenue increases in our Leasing service line and cost inflation.

Previous report

Fee-based operating expenses of $173.4 million decreased 5%, on a local currency basis, principally due to lower third-party consumables and sub-contractor costs of approximately $8.0 million associated with revenue decreases in Services, as well as lower commissions of approximately $2.0 million due to declines in our Leasing revenue.

Previous report

Fee-based operating expenses of $258.6 million increased 4%, on a local currency basis, principally due to higher commissions of approximately $4.0 million associated with higher brokerage revenue.
Reworded paragraphs (33)

Previous wording

•In March 2025, we elected to prepay $25.0 million in principal outstanding under the 2030 Tranche-2.

Current wording

•In June 2025, we elected to prepay $25.0 million in principal outstanding under the 2030 Tranche-2 of our Term Loans, which brought our year-to-date principal prepayments through June 30, 2025 to $50.0 million.

Previous wording

◦Services revenue decreased 1%. Excluding the impact of the sale of a non-core Services business in August 2024, Services revenue increased 3%.

Current wording

◦Services revenue increased 1%. Excluding the impact of the sale of a non-core Services business in August 2024, Services revenue increased 4%.

Previous wording

•Net income of $1.9 million for the first quarter of 2025 increased $30.7 million compared to net loss of $28.8 million for the first quarter of 2024. Diluted earnings per share was $0.01 for the first quarter of 2025 compared to diluted loss per share of $0.13 for the first quarter of 2024.

Current wording

•Net income of $59.2 million for the first half of 2025 improved $74.5 million compared to a net loss of $15.3 million for the first half of 2024. Diluted earnings per share for the first half of 2025 was $0.25 compared to a diluted loss per share of $0.07 for the first half of 2024.

Previous wording

We are currently seeking to redomicile our parent company and incorporate under the laws of Bermuda in a restructuring effected through a U.K. scheme of arrangement (referred to herein as the “Proposed Redomicile”). Completion of the Proposed Redomicile is subject to satisfaction of multiple conditions, including various shareholder approvals and approval from an applicable court under the laws of England and Wales.

Current wording

We are currently seeking to redomicile our parent company and incorporate under the laws of Bermuda in a restructuring effected through a U.K. scheme of arrangement (referred to herein as the “Proposed Redomicile”). Completion of the Proposed Redomicile is subject to satisfaction of multiple conditions, including various shareholder approvals and approval from an applicable U.K. court under the laws of England and Wales. See“Risk Factors” in Part II, Item 1A of this Quarterly Report for more information.

Previous wording

Adjusted EBITDA and Adjusted EBITDA margin: We have determined Adjusted EBITDA to be our primary measure of segment profitability. We believe that investors find this measure useful in comparing our operating performance to that of other companies in our industry because these calculations generally eliminate unrealized loss on investments, net, impairment of investments, acquisition related costs, cost savings initiatives and other non-recurring items. Adjusted EBITDA also excludes the effects of financings, income taxes and the non-cash accounting effects of depreciation and intangible asset amortization. Adjusted EBITDA margin, a non-GAAP measure of profitability as a percent of revenue, is measured against service line fee revenue.

Current wording

Adjusted EBITDA and Adjusted EBITDA margin: We have determined Adjusted EBITDA to be our primary measure of segment profitability. We believe that investors find this measure useful in comparing our operating performance to that of other companies in our industry because these calculations generally eliminate unrealized (gain) loss on investments, net, impairment of investments, loss on disposition, acquisition related costs, cost savings initiatives, non-operating items related to the Greystone JV and other non-recurring items. Adjusted EBITDA also excludes the effects of financings, income taxes and the non-cash accounting effects of depreciation and intangible asset amortization. Adjusted EBITDA margin, a non-GAAP measure of profitability as a percent of revenue, is measured against service line fee revenue.

Previous wording

Segment operating expenses and Fee-based operating expenses: Consistent with GAAP, reimbursed costs for certain customer contracts are presented on a gross basis in both revenue and operating expenses for which the Company recognizes substantially no margin. Total costs and expenses include segment operating expenses, as well as other expenses such as depreciation and amortization, impairment of investments, acquisition related costs, cost savings initiatives and other non-recurring items. Segment operating expenses includes Fee-based operating expenses and Cost of gross contract reimbursables. We believe Fee-based operating expenses more accurately reflects the costs we incur during the course of delivering services to our clients and is more consistent with how we manage our expense base and operating margins.

Current wording

Segment operating expenses and Fee-based operating expenses: Consistent with GAAP, reimbursed costs for certain customer contracts are presented on a gross basis in both revenue and operating expenses for which the Company recognizes substantially no margin. Total costs and expenses include segment operating expenses, as well as other expenses such as depreciation and amortization, impairment of investments, loss on disposition, acquisition related costs, cost savings initiatives and other non-recurring items. Segment operating expenses includes Fee-based operating expenses and Cost of gross contract reimbursables. We believe Fee-based operating expenses more accurately reflects the costs we incur during the course of delivering services to our clients and is more consistent with how we manage our expense base and operating margins.

Previous wording

Unrealized loss on investments, netrepresents net unrealized gains and losses on fair value investments.

Current wording

Unrealized (gain) loss on investments, netrepresents net unrealized gains and losses on fair value investments.

Previous wording

The following table sets forth items derived from our Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 (in millions):

Current wording

The following table sets forth items derived from our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 (in millions):

Previous wording

(1) Other includes miscellaneous income and expense items such as non-cash amortization of certain merger related deferred rent and tenant incentives and non-cash amortization of the A/R Securitization servicing liability. For the three months ended March 31, 2025, Other also reflects one-time consulting costs associated with the Proposed Redomicile, as well as a portion of non-cash stock-based compensation expense associated with performance-based equity awards granted to four executive officers in 2024. The long-term incentive awards granted to these four executive officers consisted entirely of performance-based awards in 2024 and they provided for a higher maximum payout than typical awards. This award design structure was unique to 2024 and was not utilized in 2025. We therefore excluded a portion of the non-cash stock-based compensation expense associated with those awards from the calculation of Adjusted EBITDA to improve the comparability of our operating results for the current period to prior and future periods, due to the unique nature of the 2024 awards and because we do not consider it to be a normal, recurring operating expense. For the three months ended March 31, 2024, Other also reflects non-cash stock-based compensation expense associated with certain one-time retention awards which vested in February 2024 and bad debt expense driven by a sublessee default.

Current wording

For the three months ended June 30, 2025, Other also includes the release of a non-ordinary course compliance reserve, which when originally accrued in a prior period had been excluded from the calculation of Adjusted EBITDA within “Legal and compliance matters”. For the three and six months ended June 30, 2025, Other also reflects one-time consulting costs associated with the Proposed Redomicile, as well as a portion of non-cash stock-based compensation expense associated with performance-based equity awards granted to four executive officers in 2024. The long-term incentive awards granted to these four executive officers consisted entirely of performance-based awards in 2024 and they provided for a higher maximum payout than typical awards. This award design structure was unique to 2024 and was not utilized in 2025. We therefore excluded a portion of the non-cash stock-based compensation expense associated with those awards from the calculation of Adjusted EBITDA to improve the comparability of our operating results for the current period to prior and future periods, due to the unique nature of the 2024 awards and because we do not consider it to be a normal, recurring operating expense.

Previous wording

(1) Other includes miscellaneous income and expense items such as non-cash amortization of certain merger related deferred rent and tenant incentives, non-cash amortization of the A/R Securitization servicing liability and the effects of movements in foreign currency. For the three months ended March 31, 2025, Other also reflects one-time consulting costs associated with the Proposed Redomicile, as well as a portion of non-cash stock-based compensation expense associated with performance-based equity awards granted to four executive officers in 2024 (as further discussed above). For the three months ended March 31, 2024, Other also reflects non-cash stock-based compensation expense associated with certain one-time retention awards which vested in February 2024 and bad debt expense driven by a sublessee default.

Current wording

For the three months ended June 30, 2025, Other also includes the release of a non-ordinary course compliance reserve, which when originally accrued in a prior period had been excluded from the calculation of Segment operating expenses within “Legal and compliance matters”. For the three and six months ended June 30, 2025, Other also reflects one-time consulting costs associated with the Proposed Redomicile, as well as a portion of non-cash stock-based compensation expense associated with performance-based equity awards granted to four executive officers in 2024 (as further discussed above).

Previous wording

Costs of services of $1.9 billion increased $67.8 million or 4% compared to the three months ended March 31, 2024, principally driven by an increase in employment costs of approximately $60.0 million, including higher commissions as a result of higher brokerage revenue, as well as an increase in third-party consumables and sub-contractor costs of approximately $11.0 million. Cost of services provided to clients increased 1% and Cost of gross contract reimbursables increased 8%.

Current wording

Costs of services of $2.0 billion increased $141.8 million or 8% compared to the three months ended June 30, 2024, principally driven by an increase in employment costs of approximately $100.0 million, including higher commissions as a result of higher brokerage revenue, as well as an increase in third-party consumables and sub-contractor costs of approximately $46.0 million. Cost of services provided to clients increased 5% and Cost of gross contract reimbursables increased 12%.

Previous wording

Interest expense of $52.3 million decreased $6.4 million or 11% compared to the three months ended March 31, 2024, primarily driven by lower outstanding principal balances on our Term Loans following optional principal prepayments made in 2024 and 2025, as well as lower interest rates on our Term Loans compared to the prior year period as a result of our repricings in 2024 and 2025.

Current wording

Interest expense of $53.2 million decreased $7.6 million or 13% compared to the three months ended June 30, 2024, primarily driven by lower outstanding principal balances on our Term Loans following optional principal prepayments made in 2024 and 2025, as well as lower interest rates on our Term Loans compared to the prior year period as a result of our repricings in 2024 and 2025.

Previous wording

Provision for income taxes for the first quarter of 2025 was $3.1 million on earnings before income taxes of $5.0 million. For the first quarter of 2024, the provision for income taxes was $2.3 million on a loss before income taxes of $26.5 million. The increase in income tax expense compared to the three months ended March 31, 2024 was primarily driven by the improvement from loss before income taxes to earnings before income taxes, predominately in the U.S. which improved by approximately $51.0 million from the first quarter of 2024, as well as changes in the jurisdictional mix of those earnings.

Current wording

Provision for income taxes for the second quarter of 2025 was $18.9 million on earnings before income taxes of $76.2 million. For the second quarter of 2024, the provision for income taxes was $3.7 million on earnings before income taxes of $17.2 million. The increase in income tax expense compared to the three months ended June 30, 2024 was primarily driven by higher earnings before income taxes, predominately in the U.S. which improved by approximately $37.0 million from the second quarter of 2024, as well as changes in the jurisdictional mix of those earnings resulting in lower non-deductible losses when compared to the same period in 2024.

Previous wording

Adjusted EBITDA of $96.2 million increased $18.1 million or 23% compared to the three months ended March 31, 2024, driven by the same factors impacting Net income above, with the exception of interest expense and depreciation and amortization expense. Adjusted EBITDA margin, measured against service line fee revenue, of 6.2% increased 103 basis points from the first quarter of 2024.

Current wording

Adjusted EBITDA of $161.7 million increased $22.8 million or 16% compared to the three months ended June 30, 2024, driven by the same factors impacting Net income above, with the exception of the loss on disposition, interest expense, depreciation and amortization expense and the impact of the Greystone JV. Adjusted EBITDA margin, measured against service line fee revenue, was 9.5% for the three months ended June 30, 2025, an increase of 75 basis points from the second quarter of 2024.

Previous wording

Operating, administrative and other expenses of $305.8 million increased $9.8 million or 3% compared to the three months ended March 31, 2024, primarily driven by an $8.0 million increase in stock-based compensation expense attributable to improved vesting expectations for certain previously granted performance-based equity awards.

Current wording

Operating, administrative and other expenses of $624.1 million increased $33.9 million or 6% compared to the six months ended June 30, 2024, driven by an approximately $26.0 million increase in employment costs, including an increase in stock-based compensation expense attributable to improved vesting expectations for certain previously granted performance-based equity awards and the modification of our non-executive chairman’s awards in 2024 (which reduced expense in the prior year period), as well as strategic investments and cost inflation. Operating, administrative and other expenses as a percentage of total revenue was 13% for both the six months ended June 30, 2025 and 2024.

Previous wording

Restructuring, impairment and related charges of $6.5 million increased $1.5 million compared to the three months ended March 31, 2024, due to an impairment loss on real estate investments of $6.5 million recognized in the first quarter of 2025, partially offset by a decrease in severance and employment-related costs of approximately $5.0 million associated with previous cost savings initiatives.

Current wording

Restructuring, impairment and related charges of $6.5 million decreased $15.9 million compared to the six months ended June 30, 2024, primarily driven by a $12.5 million loss on disposition recognized in the second quarter of 2024, as well as a decrease in severance costs of approximately $8.0 million associated with previous cost saving initiatives. These declines were partially offset by an impairment loss on real estate investments of $6.5 million recognized in the first quarter of 2025.

Previous wording

Net income was $1.9 million for the three months ended March 31, 2025 compared to a net loss of $28.8 million for the three months ended March 31, 2024. Net income margin was 0.1% compared to net loss margin of 1.3% for the three months ended March 31, 2024. The $30.7 million improvement in net income was principally driven by growth in our Leasing and Capital markets service lines, the impact of our cost savings initiatives, lower interest expense and lower depreciation and amortization expense. These favorable trends were partially offset by higher stock-based compensation expense and cost inflation.

Current wording

Net income was $59.2 million for the six months ended June 30, 2025 compared to a net loss of $15.3 million for the six months ended June 30, 2024. Net income margin was 1.2% compared to a net loss margin of 0.3% for the six months ended June 30, 2024. The $74.5 million improvement in net income was principally driven by growth in our Capital markets and Leasing service lines, as well as the impact of our cost savings initiatives, lower interest expense and lower depreciation and amortization expense. These favorable trends were partially offset by higher stock-based compensation expense, strategic investments, cost inflation and lower earnings recognized from the Greystone JV.

Previous wording

For segment reporting, Service line fee revenue represents revenue for fees generated from each of our service lines. Gross contract reimbursables reflects revenue from clients which have substantially no margin. Our measure of segment profitability, Adjusted EBITDA, excludes the effects of financings, income taxes and depreciation and amortization, as well as unrealized loss on investments, net, impairment of investments, acquisition related costs, cost savings initiatives and other non-recurring items.

Current wording

For segment reporting, Service line fee revenue represents revenue for fees generated from each of our service lines. Gross contract reimbursables reflects revenue from clients which have substantially no margin. Our measure of segment profitability, Adjusted EBITDA, excludes the effects of financings, income taxes and depreciation and amortization, as well as unrealized (gain) loss on investments, net, impairment of investments, loss on disposition, acquisition related costs, cost savings initiatives, non-operating items related to the Greystone JV and other non-recurring items.

Previous wording

The following table summarizes the results of operations of our Americas reportable segment for the three months ended March 31, 2025 and 2024 (in millions):

Current wording

The following table summarizes the results of operations of our Americas reportable segment for the three and six months ended June 30, 2025 and 2024 (in millions):

Previous wording

Adjusted EBITDA of $79.3 million increased $14.9 million or 23% compared to the first quarter of 2024, primarily driven by growth in all of our Americas service lines, partially offset by higher employment costs, cost inflation and lower earnings recognized from our equity method investment Cushman Wakefield Greystone LLC (the “Greystone JV”) due to lower deal volumes and a decrease in the servicing portfolio fair value.

Current wording

Adjusted EBITDA of $112.2 million decreased $3.2 million or 3% compared to the second quarter of 2024, primarily driven by higher commissions, higher stock-based compensation expense, strategic investments, cost inflation and lower earnings recognized from the Greystone JV, offset by growth in all of our Americas service lines.

Previous wording

Americas revenue in the first quarter of 2025 was $1.7 billion, an increase of $67.3 million or 4% from the first quarter of 2024. This increase was principally driven by higher Leasing revenue which was up 14%, primarily due to higher tenant representation revenue in the office and industrial sectors, as a result of more favorable market conditions than the first quarter of 2024, as well as a relatively higher number of large deals. Capital markets and Valuation and other revenue increased 4% and 10%, respectively, as rate stability and built-up demand continued to positively impact transaction volumes in the first quarter of 2025. Excluding the impact of the sale of a non-core Services business August 2024, which reduced facilities management and Gross contract reimbursables revenue by $26.2 million and $18.4 million, respectively, Services and Gross contract reimbursables revenue increased 5% and 6%, respectively, compared to the first quarter of 2024, primarily driven by higher facilities services revenue of approximately $18.0 million.

Current wording

Americas revenue in the first half of 2025 was $3.5 billion, an increase of $158.1 million or 5% from the first half of 2024. This increase was principally driven by 11% growth in Leasing revenue, primarily due to higher tenant representation revenue in the office and industrial sectors as a result of more favorable market conditions than the first half of 2024, as well as a relatively higher number of large transactions. Capital markets revenue grew 18% primarily due to office, multi-family and industrial transactions, as improved debt availability and built-up demand continued to positively impact transaction volumes in the first half of 2025. Valuation and other revenue also increased 9%. Services revenue grew 1% compared to the first half of 2024. Excluding the impact of the sale of a non-core Services business in August 2024, which accounted for $51.3 million and $39.0 million of facilities management and Gross contract reimbursables revenue, respectively, in the first half of 2024, Services and Gross contract reimbursables revenue increased 5% and 6%, respectively, primarily driven by higher facilities services revenue of approximately $34.0 million.

Previous wording

The following table summarizes the results of operations of our EMEA reportable segment for the three months ended March 31, 2025 and 2024 (in millions):

Current wording

The following table summarizes the results of operations of our EMEA reportable segment for the three and six months ended June 30, 2025 and 2024 (in millions):

Previous wording

EMEA revenue in the first quarter of 2025 was $205.0 million, a decrease of $17.4 million or 8% from the first quarter of 2024. Excluding the unfavorable impact of foreign currency of $4.4 million, EMEA revenue decreased 6% on a local currency basis. The decrease was principally driven by lower Leasing revenue, which declined 26%, on a local currency basis, due to lower volumes across most markets and the timing of certain large Leasing contracts in the first quarter of 2024. Services revenue also declined 8%, on a local currency basis, due to declines in project management of approximately $8.0 million as the Company has made proactive efforts to exit certain low margin contracts as we focus on sustainable growth. In addition, Valuation and other revenue decreased 1%, on a local currency basis. Partially offsetting these trends was growth in Capital markets revenue, which was up 17%, on a local currency basis, as rate stability and built-up demand continued to positively impact transaction volumes in the first quarter of 2025, with particular strength in the U.K. and the Netherlands. Gross contract reimbursables also increased 16%, on a local currency basis, due to changes in mix of reimbursable contracts.

Current wording

EMEA revenue in the first half of 2025 was $464.7 million, an increase of $20.5 million or 5% from the first half of 2024. Excluding the favorable impact of foreign currency of $10.5 million, EMEA revenue increased 2% on a local currency basis. This increase was principally driven by higher Capital markets revenue, which was up 17%, on a local currency basis, as improved debt availability and built-up demand continued to positively impact transaction volumes in the first half of 2025, with particular strength in Germany. Services revenue grew 1%, on a local currency basis, primarily due to higher property management and project management revenue of approximately $3.5 million and $3.0 million, respectively. In addition, Valuation and other and Gross contract reimbursables revenue increased 1% and 19%, respectively, on a local currency basis. Partially offsetting these trends was lower Leasing revenue, which declined 9%, on a local currency basis, due to lower volumes across most markets and the timing of certain large Leasing contracts in the first half of 2024.

Previous wording

Adjusted EBITDA of $2.0 million decreased $7.0 million or 78% compared to the first quarter of 2024, primarily driven by declines in our EMEA Services and Leasing service lines and cost inflation. These trends were partially offset by the impact of our cost savings initiatives.

Current wording

Adjusted EBITDA of $34.3 million increased $12.1 million or 55% compared to the first half of 2024, primarily driven by growth in our EMEA Services and Capital markets service lines, the favorable impact of foreign currency and the impact of our cost savings initiatives, partially offset by declines in our EMEA Leasing service line and cost inflation.

Previous wording

The following table summarizes the results of operations of our APAC reportable segment for the three months ended March 31, 2025 and 2024 (in millions):

Current wording

The following table summarizes the results of operations of our APAC reportable segment for the three and six months ended June 30, 2025 and 2024 (in millions):

Previous wording

APAC revenue in the first quarter of 2025 was $391.3 million, an increase of $49.9 million or 15% from the first quarter of 2024. Excluding the unfavorable impact of foreign currency of $8.7 million, APAC revenue increased 18% on a local currency basis. The increase was principally driven by higher Leasing and Capital markets revenue, which increased 16% and 59%, respectively, on a local currency basis. Leasing revenue growth was driven by strength in Australia and China. Capital markets revenue growth was primarily driven by several large deals in Japan. Services revenue increased 3%, on a local currency basis, due to increases in project management and facilities management of approximately $2.0 million and $1.0 million, respectively, and Gross contract reimbursables revenue increased 53%, on a local currency basis, primarily due to one significant facilities management contract for which we started providing services across APAC in July 2024. Partially offsetting these trends was a decline in Valuation and other revenue of 5%, on a local currency basis.

Current wording

APAC revenue in the second quarter of 2025 was $420.0 million, an increase of $67.3 million or 19% from the second quarter of 2024. Excluding the unfavorable impact of foreign currency of $0.6 million, APAC revenue increased 20% on a local currency basis. The increase was principally driven by higher Services revenue, which was up 5%, on a local currency basis, due to increases in facilities management and facilities services revenue of approximately $6.0 million and $4.0 million, respectively, with strength in Singapore and India, and Gross contract reimbursables revenue which was up 66%, on a local currency basis, primarily due to one significant facilities management contract for which we started providing services across APAC in July 2024. In addition, Capital markets and Valuation and other revenue increased 4% and 5%, respectively, on a local currency basis, due to higher volumes across most markets as a result of more favorable market conditions than the second quarter of 2024, with particular strength in Australia and India. Partially offsetting these trends was lower Leasing revenue, which declined 3%, on a local currency basis, primarily due to the timing of certain Leasing contracts in China in the second quarter of 2024.

Previous wording

Adjusted EBITDA of $14.9 million increased $10.2 million compared to the first quarter of 2024, primarily driven by growth in our APAC Leasing and Capital markets service lines, higher earnings recognized from our equity method investment CWVS Holding Limited (the “Onewo JV”) due to higher deal volumes and the impact of our cost savings initiatives, partially offset by cost inflation.

Current wording

Adjusted EBITDA of $32.1 million increased $10.7 million or 50% compared to the first half of 2024, primarily driven by growth in our APAC Services, Leasing and Capital markets service lines, higher earnings recognized from the Onewo JV and the impact of our cost savings initiatives, partially offset by the unfavorable impact of foreign currency and cost inflation.

Previous wording

We actively manage our indebtedness through additional refinancings and repricings and since January 1, 2024, we have continued to reduce our leverage. During the first quarter of 2025, the Company repriced the 2030 Tranche-1 to reduce the applicable interest rate and elected to prepay $25.0 million in principal outstanding under the 2030 Tranche-2. As of March 31, 2025, there are no funded long-term debt arrangements maturing prior to 2028.

Current wording

We actively manage our indebtedness through additional refinancings and repricings and since January 1, 2024, we have continued to reduce our leverage. In January and July 2025, the Company repriced the 2030 Tranche-1 and the 2030 Tranche-2 of our Term Loans, respectively, to reduce the applicable interest rates. During the first half of the year, the Company elected to prepay a total of $50.0 million in principal outstanding under the 2030 Tranche-2 of our Term Loans. Additionally, on August 5, 2025, the Company prepaid an additional $150.0 million in principal outstanding under the 2030 Tranche-1 of our Term Loans, using cash on hand, which brought our total year-to-date principal prepayments to $200.0 million. As of June 30, 2025, there are no funded long-term debt arrangements maturing prior to 2028.

Previous wording

As a professional services firm, funding our operating activities is not capital intensive. Total capital expenditures for the three months ended March 31, 2025 were $4.6 million.

Current wording

As a professional services firm, funding our operating activities is not capital intensive. Total capital expenditures for the six months ended June 30, 2025 were $13.9 million.

Previous wording

The Company is party to an off-balance sheet revolving A/R Securitization, whereby we continuously sell eligible trade receivables to an unaffiliated financial institution. Receivables are derecognized from our balance sheet upon sale, for which we receive cash payment and record a deferred purchase price receivable which is realized after collection of the underlying receivables. This program also provides funding from a committed purchaser against receivables sold into the program with a maximum facility limit of $200.0 million. As of March 31, 2025, the Company had aggregate capital outstanding under this facility of $130.0 million and the unused portion of the facility limit, net of letters of credit, was $36.6 million. The A/R Securitization expires on June 19, 2026, unless extended or an earlier termination event occurs. Refer to Note 13: Accounts Receivable Securitization of the Notes to the Condensed Consolidated Financial Statements for further information.

Current wording

The Company is party to an off-balance sheet revolving A/R Securitization, whereby we continuously sell eligible trade receivables to an unaffiliated financial institution. Receivables are derecognized from our balance sheet upon sale, for which we receive cash payment and record a deferred purchase price receivable which is realized after collection of the underlying receivables. This program also provides funding from a committed purchaser against receivables sold into the program with a maximum facility limit of $200.0 million. As of June 30, 2025, the Company had aggregate capital outstanding under this facility of $150.0 million and the unused portion of the facility limit, net of letters of credit, was $16.6 million. On July 2, 2025, the $150.0 million in aggregate capital outstanding was repaid, and on August 4, 2025, the Company received $75.0 million in aggregate capital from this facility. The A/R Securitization expires on June 19, 2026, unless extended or an earlier termination event occurs. Refer to Note 13: Accounts Receivable Securitization of the Notes to the Condensed Consolidated Financial Statements for further information.

Previous wording

We used $162.0 million of cash from operating activities during the three months ended March 31, 2025, an increase of $36.9 million compared to the three months ended March 31, 2024, primarily driven by higher net working capital used for operations, offset by an improvement from net loss to net income of $30.7 million and higher non-cash charges of $32.1 million from the prior year period. For the three months ended March 31, 2025, we used net working capital for operations of $255.7 million, an increase of $99.7 million compared to the three months ended March 31, 2024. The increase in our use of net working capital was principally driven by higher cash payments for prepaid expenses and bonuses compared to the prior period of approximately $23.0 million and $31.0 million, respectively, and approximately $61.0 million lower collections of trade receivables and contract assets. These trends in working capital were offset by higher accounts payable of approximately $27.0 million.

Current wording

We used $152.4 million of cash from operating activities during the six months ended June 30, 2025, an increase of $49.1 million compared to the six months ended June 30, 2024, primarily driven by higher net working capital used for operations and lower non-cash charges of $9.2 million, offset by an improvement from net loss to net income of $74.5 million from the prior year period. For the six months ended June 30, 2025, we used net working capital for operations of $295.5 million, an increase of $114.4 million compared to the six months ended June 30, 2024. The increase in our use of net working capital was principally driven by lower collections of trade receivables and contract assets of approximately $114.0 million, higher recruiting and retention payments of approximately $38.0 million and higher bonus payments of approximately $38.0 million. These trends in working capital were offset by higher accounts payable of approximately $80.0 million.

Previous wording

We generated $20.6 million of cash from investing activities during the three months ended March 31, 2025, an improvement of $31.4 million compared to the three months ended March 31, 2024, primarily driven by an increase in the net capital funding from the facility limit secured by our A/R Securitization of $30.0 million and lower capital expenditures. These trends were partially offset by a $4.9 million increase in cash paid for the acquisition of a business in the first quarter of 2025, reflecting our continued focus on growth investments.

Current wording

We generated $31.1 million of cash from investing activities during the six months ended June 30, 2025, a decrease of $25.8 million compared to the six months ended June 30, 2024, primarily driven by a decrease in the net capital funding from the facility limit secured by our A/R Securitization of $30.0 million and a $12.0 million increase in cash paid for acquisitions and equity securities, reflecting our continued focus on growth investments. These trends were partially offset by a $8.4 million decrease in capital expenditures.

Previous wording

We used $41.3 million of cash in financing activities during the three months ended March 31, 2025, a decrease of $31.6 million from the three months ended March 31, 2024, primarily driven by a $30.0 million decrease in principal repayments under our 2018 Credit Agreement.

Current wording

We used $77.6 million of cash in financing activities during the six months ended June 30, 2025, a decrease of $62.9 million from the six months ended June 30, 2024, primarily driven by a $50.0 million decrease in principal repayments under our 2018 Credit Agreement and an $8.8 million decrease in payments for deferred and contingent consideration.
Rearranged current paragraphs (7)

Current report — wording carried from elsewhere

◦Valuation and other revenue increased 8%.

Current report — wording carried from elsewhere

◦Valuation and other revenue increased 4%.

Current report — wording carried from elsewhere

(1) Other includes miscellaneous income and expense items such as non-cash amortization of certain merger related deferred rent and tenant incentives and non-cash amortization of the A/R Securitization servicing liability.

Current report — wording carried from elsewhere

(1) Other includes miscellaneous income and expense items such as non-cash amortization of certain merger related deferred rent and tenant incentives, non-cash amortization of the A/R Securitization servicing liability and the effects of movements in foreign currency.

Current report — wording carried from elsewhere

Interest expense, net of interest income

Current report — wording carried from elsewhere

Interest expense of $105.5 million decreased $14.0 million or 12% compared to the six months ended June 30, 2024, primarily driven by lower outstanding principal balances on our Term Loans following optional principal prepayments made in 2024 and 2025, as well as lower interest rates on our Term Loans compared to the prior year period as a result of our repricings in 2024 and 2025.

Current report — wording carried from elsewhere

Provision for income taxes for the six months ended June 30, 2025 was $22.0 million on earnings before income taxes of $81.2 million. For the six months ended June 30, 2024, the provision for income taxes was $6.0 million on a loss before income taxes of $9.3 million. The increase in income tax expense compared to the first half of 2024 was primarily driven by the improvement from loss before income taxes to earnings before income taxes, predominately in the U.S. which improved by approximately $89.0 million from the six months ended June 30, 2024, as well as changes in the jurisdictional mix of those earnings resulting in lower non-deductible losses when compared to the same period in 2024.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

◦Valuation and other revenue increased 1%.

Previous report — wording carried elsewhere

See“Risk Factors” in Part II, Item 1A of this Quarterly Report for more information.