Cushman & Wakefield plc

Previous wording

•the risk that the Proposed Redomicile (as defined below) may not be completed or, if completed, may not result in the anticipated benefits to the Company and its shareholders; and

Current wording

•the risk that the Redomiciliation (as defined below) may not be completed or, if completed, may not result in the anticipated benefits to the Company and its shareholders; and

Previous wording

◦Leasing revenue increased 8%, driven primarily by office and industrial leasing in the Americas.

Current wording

◦Leasing revenue increased 9%, driven primarily by office and industrial leasing in the Americas.

Previous wording

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

Current wording

◦Capital markets revenue increased 21%, driven primarily by strong performance across all asset classes and deal sizes in the Americas.

Previous wording

•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 wording

•Net income of $51.4 million for the third quarter of 2025 increased $17.7 million from the third quarter of 2024. Diluted earnings per share for the third quarter of 2025 was $0.22 compared to $0.14 for the third quarter of 2024.

Previous 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.

Current wording

•In August 2025, we elected to prepay $150.0 million in principal outstanding under the 2030 Tranche-1 of our Term Loans.

Previous wording

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

Current wording

◦Services revenue increased 3%. Excluding the impact of the sale of a non-core Services business in August 2024, Services revenue increased 5%.

Previous wording

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

Current wording

◦Adjusted EBITDA of $417.5 million increased 16% from the nine months ended September 30, 2024.

Previous wording

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 wording

On October 29, 2025, we prepaid an additional $100.0 million in principal outstanding under the 2030 Tranche-2 of our Term Loans, which brought our total year-to-date principal prepayments to $300.0 million.

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 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.

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 “Redomiciliation”). We obtained shareholder approval to effect the Redomiciliation at a series of back-to-back shareholder meetings held on October 16, 2025. Completion of the Redomiciliation remains subject to satisfaction of other conditions, including 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 (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.

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 loss (gain) on investments, net, impairment of investments, loss on disposition, acquisition related costs, cost savings initiatives, loss (gain) from insurance proceeds, net, 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

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

Current wording

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

Previous wording

Cost savings initiatives in 2024 primarily reflects severance and other one-time employment-related separation costs related to actions to reduce headcount across select roles to help optimize our workforce given the challenging macroeconomic conditions and operating environment, as well as property lease rationalizations. These actions continued through September 30, 2024.

Current wording

Cost savings initiatives primarily reflects severance and other one-time employment-related separation costs related to actions to reduce headcount across select roles to help optimize our workforce given the challenging macroeconomic conditions and operating environment, as well as property lease rationalizations. These actions continued through September 30, 2024.

Previous 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):

Current wording

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

Previous wording

Reconciliation of Net income (loss) to Adjusted EBITDA (in millions):

Current wording

Reconciliation of Net income to Adjusted EBITDA (in millions):

Previous 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.

Current wording

For the three and nine months ended September 30, 2025, Other also reflects one-time consulting costs associated with the Redomiciliation, costs incurred related to transformative system implementations that may take several years to complete, legal fees and costs associated with an antitrust dispute (see Note 11: Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements) and 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 nine months ended September 30, 2025, these costs were offset by 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”.

Previous wording

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 wording

For the three months ended September 30, 2024, Other also reflects one-time consulting costs associated with the Company rebranding, professional services fees associated with discrete offshoring, legal fees and costs associated with an antitrust dispute and one-time legal and consulting costs associated with a secondary offering of our ordinary shares by our former shareholders. For the nine months ended September 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.

Previous 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).

Current wording

For the three and nine months ended September 30, 2025, Other also reflects one-time consulting costs associated with the Redomiciliation, costs incurred related to transformative system implementations that may take several years to complete, legal fees and costs associated with an antitrust dispute (see Note 11: Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements), 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) and estimated settlements related to litigation of an insurance policy claim (see Note 11: Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements). For the nine months ended September 30, 2025, these costs were offset by 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”.

Previous wording

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 wording

For the three months ended September 30, 2024, Other also reflects one-time consulting costs associated with the Company rebranding, professional services fees associated with discrete offshoring, legal fees and costs associated with an antitrust dispute and one-time legal and consulting costs associated with a secondary offering of our ordinary shares by our former shareholders. For the nine months ended September 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.

Previous wording

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 wording

Revenue of $2.6 billion increased $261.7 million or 11% compared to the three months ended September 30, 2024, primarily driven by strength in the Americas. Leasing revenue increased 9%, principally driven by strong demand for office and industrial leasing in the Americas. Capital markets revenue increased 21%, primarily driven by strong performance across all asset classes in the Americas, and as healthy fundamentals, such as improved debt availability, supported a resilient transaction environment across most major markets, along with growth in EMEA and APAC. Services revenue increased 6%, driven by growth across all sub-service lines, primarily higher facilities services and project management revenue, partially offset by the sale of a non-core Services business in August 2024, which accounted for $9.8 million and $8.6 million of facilities management and Gross contract reimbursables revenue, respectively, in the three months ended September 30, 2024. Excluding the impact of this sale, Services and Gross contract reimbursables revenue increased 7% and 17%, respectively, and total revenue increased 12%. In addition, Valuation and other revenue increased 12%.

Previous 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%.

Current wording

Costs of services of $2.2 billion increased $240.2 million or 13% compared to the three months ended September 30, 2024, principally driven by an increase in employment costs of approximately $126.0 million, including higher commissions as a result of higher brokerage revenue, and higher salaries and reimbursed employee costs as a result of higher Services revenue. Similarly, third-party consumables and sub-contractor costs increased approximately $100.0 million as a result of higher Services revenue. Cost of services provided to clients increased 11% and Cost of gross contract reimbursables increased 16%.

Previous wording

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 wording

Operating, administrative and other expenses of $320.6 million increased $6.4 million or 2% compared to the three months ended September 30, 2024, primarily driven by an increase in employment costs of approximately $22.0 million, including an increase in stock-based compensation expense attributable to improved vesting expectations for certain previously granted performance-based equity awards, as well as strategic investments and cost inflation, partially offset by the impact of our cost savings initiatives.

Previous wording

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 wording

The Company did not incur any Restructuring, impairment and related charges during the third quarter of 2025. In the third quarter of 2024, Restructuring, impairment and related charges of $14.1 million were primarily driven by a $4.5 million loss on disposition related to the sale of a non-core Services business in the Americas, as well as severance costs of approximately $7.0 million associated with previous cost savings initiatives.

Previous wording

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 wording

Loss from equity method investments was $8.6 million for the three months ended September 30, 2025 compared to earnings from equity method investments of $12.1 million for the three months ended September 30, 2024. The $20.7 million decline in (loss) earnings from equity method investments was primarily due to a decline of $16.0 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 third 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 and higher risk-sharing obligations. In the third quarter of 2025, the Greystone JV recorded a non-cash provision for loan losses of $46.1 million, of which the Company recorded $18.5 million based on its 40% equity interest which was included within Loss from equity method investments. Changes in expectations and forecasts may materially impact the provision for loan losses in the future.

Previous wording

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.

Current wording

Benefit from income taxes for the third quarter of 2025 was $6.3 million on earnings before income taxes of $45.1 million. For the three months ended September 30, 2024, the provision for income taxes was $19.3 million on earnings before income taxes of $53.0 million. The change from income tax expense to income tax benefit was primarily driven by an approximately $12.5 million release of valuation allowances in the U.K. on certain deferred tax assets, lower earnings before income taxes, as well as changes in the jurisdictional mix of those earnings.

Previous 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.

Current wording

Net income of $51.4 million increased by $17.7 million compared to the three months ended September 30, 2024. Net income margin was 2.0% compared to 1.4% for the three months ended September 30, 2024. The $17.7 million increase in net income was principally driven by growth across all service lines, as well as the impact of our cost savings initiatives. Additionally, the loss on disposition recorded in the third 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, as well as a one-time gain from insurance proceeds recognized in the third quarter of 2024.

Previous wording

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 wording

Adjusted EBITDA of $159.6 million increased $17.1 million or 12% compared to the three months ended September 30, 2024, driven by the same factors impacting Net income above, with the exception of the loss on disposition, gain from insurance proceeds and the impact of the Greystone JV. Adjusted EBITDA margin, measured against service line fee revenue, was 9.0% for the three months ended September 30, 2025, an increase of 23 basis points from the third quarter of 2024.

Previous wording

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 wording

Revenue of $7.4 billion increased $557.4 million or 8% compared to the nine months ended September 30, 2024, primarily driven by Capital markets and Leasing revenue growth of 20% and 9%, respectively. Capital markets revenue was strong across all segments as improved debt availability and built-up demand continued to positively impact transaction volumes in the nine months ended September 30, 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 3% compared to the nine months ended September 30, 2024, 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 $61.1 million and $47.6 million of facilities management and Gross contract reimbursables revenue, respectively, in the nine months ended September 30, 2024. Excluding the impact of this sale, Services and Gross contract reimbursables revenue increased 5% and 15%, respectively, and total revenue increased 10%. In addition, Valuation and other revenue increased 7%.

Previous wording

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 wording

Costs of services of $6.1 billion increased $449.8 million or 8% compared to the nine months ended September 30, 2024, principally driven by an increase in employment costs of approximately $285.0 million, including higher commissions as a result of higher brokerage revenue, and higher salaries and reimbursed employee costs as a result of higher Services revenue. Similarly, third-party consumables and sub-contractor costs increased approximately $157.0 million as a result of higher Services revenue. Cost of services provided to clients increased 6% and Cost of gross contract reimbursables increased 12%. Total costs of services as a percentage of total revenue was 82% for both the nine months ended September 30, 2025 and 2024.

Previous 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.

Current wording

Operating, administrative and other expenses of $944.7 million increased $40.3 million or 4% compared to the nine months ended September 30, 2024, primarily driven by an increase in employment costs of approximately $48.0 million, 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. These trends were partially offset by the impact of our cost savings initiatives and effective expense management. Operating, administrative and other expenses as a percentage of total revenue was 13% for both the nine months ended September 30, 2025 and 2024.

Previous 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.

Current wording

Restructuring, impairment and related charges of $6.5 million decreased $30.0 million compared to the nine months ended September 30, 2024, primarily driven by a $17.0 million loss on disposition recognized in 2024 related to the sale of a non-core Services business in the Americas, as well as a decrease in severance costs of approximately $15.0 million associated with previous cost savings 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

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.

Current wording

Interest expense of $161.5 million decreased $12.9 million or 7% compared to the nine months ended September 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

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 wording

Earnings from equity method investments of $2.7 million decreased $25.4 million or 90% compared to the nine months ended September 30, 2024, primarily due to a decline of $23.0 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 2024, contributing to a lower value of MSRs, and higher provisions for credit losses for mortgage loans due to expected losses on specific loans and higher risk-sharing obligations. For the nine months ended September 30, 2025, the Greystone JV recorded a non-cash provision for loan losses of $63.2 million, of which the Company recorded $25.3 million based on its 40% equity interest which was included within Earnings from equity method investments. Changes in expectations and forecasts may materially impact the provision for loan losses in the future.

Previous 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.

Current wording

Provision for income taxes for the nine months ended September 30, 2025 was $15.7 million on earnings before income taxes of $126.3 million. For the nine months ended September 30, 2024, the provision for income taxes was $25.3 million on earnings before income taxes of $43.7 million. The $9.6 million decrease in income tax expense compared to the nine months ended September 30, 2024 was primarily driven by an approximately $12.5 million release of valuation allowances in the U.K. on certain deferred tax assets. This decline was partially offset by higher earnings before income taxes, predominantly in the U.S. which improved by approximately $69.0 million from the nine months ended September 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.

Previous wording

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 wording

Net income of $110.6 million increased $92.2 million compared to the nine months ended September 30, 2024. Net income margin was 1.5% compared to 0.3% for the nine months ended September 30, 2024. The $92.2 million improvement in net income was principally driven by growth in all of our service lines, lower interest expense and lower depreciation and amortization expense, as well as the impact of our cost savings initiatives and effective expense management. Additionally, the loss on disposition recorded in 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, as well as a one-time gain from insurance proceeds recognized in the third quarter of 2024.

Previous 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.

Current wording

Adjusted EBITDA of $417.5 million increased $58.0 million or 16% compared to the nine months ended September 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, gain from insurance proceeds and the impact of the Greystone JV. Adjusted EBITDA margin, measured against service line fee revenue, was 8.3% for the nine months ended September 30, 2025, an increase of 69 basis points from the nine months ended September 30, 2024.

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 (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.

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 loss (gain) on investments, net, impairment of investments, loss on disposition, acquisition related costs, cost savings initiatives, loss (gain) from insurance proceeds, net, 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 and six months ended June 30, 2025 and 2024 (in millions):

Current wording

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

Previous wording

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 wording

Americas revenue in the third quarter of 2025 was $1.9 billion, an increase of $172.6 million or 10% from the third quarter of 2024. This increase was principally driven by 11% growth in Leasing revenue, with strong demand for office and industrial leasing as a result of more favorable market conditions than the third 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. Capital markets revenue grew 16%, primarily due to higher office, industrial and multi-family transactions, as healthy fundamentals, such as improved debt availability, supported a resilient transaction environment. Services revenue grew 4%, principally driven by higher facilities services revenue of approximately $12.0 million due to the expansion of existing client mandates, partially offset by the sale of a non-core Services business in August 2024. Excluding the impact of this sale, which accounted for $9.8 million and $8.6 million of facilities management and Gross contract reimbursables revenue, respectively, in the third quarter of 2024, Services and Gross contract reimbursables revenue increased 6% and 15%, respectively. Valuation and other revenue also increased 19%.

Previous wording

Adjusted EBITDA of $191.5 million increased $18.1 million compared to the first half of 2024, primarily driven by growth in our Americas Services, Leasing and Capital markets service lines, partially offset by higher stock-based compensation expense, strategic investments, cost inflation and lower earnings recognized from the Greystone JV.

Current wording

Adjusted EBITDA of $125.9 million increased $14.6 million or 13% compared to the third quarter of 2024, primarily driven by growth in all of our Americas services lines, partially offset by strategic investments and cost inflation.

Previous 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.

Current wording

Americas revenue in the nine months ended September 30, 2025 was $5.4 billion, an increase of $331.0 million or 7% from the nine months ended September 30, 2024. This increase was principally driven by 11% growth in Leasing revenue, primarily due to strength in the office and industrial sectors as a result of more favorable market conditions than the nine months ended September 30, 2024, as well as a relatively higher number of large transactions. Capital markets revenue grew 17% primarily due to growth across all asset classes and deal sizes, with particular strength in office, industrial and multi-family sectors, as improved debt availability and built-up demand continued to positively impact transaction volumes in the nine months ended September 30, 2025. Services revenue grew 2%, principally driven by higher facilities services revenue of approximately $46.0 million due to the expansion of existing client mandates, partially offset by the sale of a non-core Services business in August 2024. Excluding the impact of this sale, which accounted for $61.1 million and $47.6 million of facilities management and Gross contract reimbursables revenue, respectively, in the nine months ended September 30, 2024, Services and Gross contract reimbursables revenue increased 5% and 9%, respectively. Valuation and other revenue also increased 13%.