Skip to main content

Cushman & Wakefield Ltd.

For the period ended Dec 31, 2025. Filed Feb 19, 2026.

View on SEC.gov

About this filing

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

FY2025 · Filed Feb 19, 2026

CWK$14.55+4.2%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements

To the Shareholders and Board of Directors

Cushman & Wakefield Ltd.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Cushman & Wakefield Ltd. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule II (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 19, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Realizability of deferred tax assets in certain jurisdictions

As described in Notes 2 and 14 to the consolidated financial statements, the Company reduces deferred tax assets by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. Considerations with respect to the realizability of deferred tax assets include the period of expiration of the deferred tax asset, historical earnings or losses and projected future taxable income by jurisdiction as well as tax liabilities for the tax jurisdiction to which the tax asset relates. Assumptions and estimates include projected future taxable income, by relevant jurisdiction, including forecasted long term growth rates and forecasted profitability margins, as well as the expectations of the timing of reversal of existing temporary differences, among other secondary factors such as certain tax planning strategies. Valuation allowances as of December 31, 2025 were $155.1 million, a portion of which are related to certain deferred tax assets in the United States (U.S.) and United Kingdom (U.K.).

We identified the evaluation of the realizability of certain deferred tax assets in the U.S. and U.K. as a critical audit matter. Subjective auditor judgment, including specialized skills and knowledge, was required to evaluate the realizability of certain deferred tax assets in the U.S. and U.K. Specifically, the assessment encompassed the evaluation of projected future taxable income, by relevant jurisdiction, including forecasted long term growth rates and forecasted profitability margins, as well as the evaluation of the timing of reversal of temporary differences.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s deferred tax asset valuation allowance process, including controls related to the evaluation of the realizability of certain deferred tax assets in the U.S. and U.K. We evaluated the projected future taxable income, including forecasted long term growth rates and forecasted profitability margins by comparing to prior year actual results, while considering current and anticipated future market events, and the length of time until expiration of the deferred tax assets. We involved tax professionals with specialized skills and knowledge who assisted in assessing the Company’s determination of whether it was more likely than not that all or a portion of certain deferred tax assets could be realized by evaluating the Company’s application of income tax law and the Company’s deferred tax asset scheduling process, including the timing of reversal of temporary differences.

Impairment of equity method investment in Cushman Wakefield Greystone LLC

As discussed in Note 8 to the consolidated financial statements, the Company determined its equity method investment in Cushman Wakefield Greystone LLC (the “Greystone JV”) was other-than-temporarily impaired and recognized an impairment loss of $177.0 million for the year ended December 31, 2025. The impairment loss was measured using a weighting of fair values determined by use of an income approach, using a discounted cash flow model based on current forecasts and certain assumptions, including the forecasted growth rates, forecasted profitability margins, and discount rate; and a market approach model, using projected market multiples for comparable companies.

We identified the evaluation of the measurement of the Company's other-than-temporary impairment loss in the Greystone JV as a critical audit matter. A high degree of effort, including specialized skills and knowledge, and subjective and complex auditor judgment was involved in the assessment of the fair value of the Greystone JV due to measurement uncertainty. Specifically, the assessment encompassed the evaluation of the forecasted growth rates, forecasted profitability margins, and the selected discount rate used in the discounted cash flow model.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the forecasted growth rates, the forecasted profitability margins, and the selected discount rate. We involved valuation professionals with specialized skills and knowledge who assisted in (1) evaluating the forecasted growth rates by comparing it to an independently developed range that was created using publicly available market data for comparable companies; (2) evaluating the forecasted profitability margins by comparing it to the historical performance of the Greystone JV and external market data and industry trends; and (3) evaluating the discount rate by comparing it to an independently developed range that was created using publicly available market data for comparable companies.

/s/KPMG LLP

We have served as the Company’s auditor since 2015.

Chicago, Illinois

February 19, 2026

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.