Cushman & Wakefield Ltd.
For the period ended Mar 31, 2026. Filed May 7, 2026.
View on SEC.govAbout 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.
Mar 31, 2026 · Filed May 7, 2026
CWK$13.96-1.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-10-30.
0001628369-25-000060
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001628369-26-000060
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 204 previous paragraphs and 157 current paragraphs.
51 unchanged; 62 reworded; 43 added; 87 removed; 4 previous and 1 current paragraphs rearranged.
Tables are not compared: 7 previous and 6 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 (43)
Current report
•risks associated with sociopolitical polarization and changes in political landscapes;
Current report
•the increasing use of artificial intelligence (“AI”) technologies in its operations and client service offerings and the inadequate deployment and governance of these AI technologies;
Current report
•the potential impairment of its goodwill or equity method investments;
Current report
•its ability to comply with new and existing laws, regulations or licensing requirements;
Current report
•incremental tax risk associated with Bermuda’s limited network of international treaties;
Current report
•risks related to climate change and with respect to other environmental conditions;
Current report
•litigation and regulatory risks;
Current report
Effective January 1, 2026, the Company will no longer report “service line fee revenue”, as well as the following non-GAAP financial measures: (i) Adjusted EBITDA margin, (ii) Segment operating expenses and (iii) Fee-based operating expenses. The Company also revised the definition of “Cost of gross contract reimbursables” to include reimbursed costs including client-dedicated labor, subcontractor costs and third-party consumables specific to cost-based client contracts. Such costs are now being reported as “Gross contract costs” and comparative periods have been recast to conform with the revised presentation and definition. These costs are presented on a gross basis in total costs and expenses (with the corresponding fees included in revenue) and primarily relate to Services. The changes are intended to better align the Company’s reporting of financial performance with industry competitors and enhance decision making by the Company’s management. In addition, the Company refined the allocation of corporate costs to better align with results from its reportable segments, which impacted previously reported Adjusted EBITDA by segment with no impact to consolidated results. The reporting changes had no impact on the Company’s total revenue, consolidated net income (loss), earnings (loss) per share or cash flows for any of the previously reported periods.
Current report
First Quarter Results:
Current report
◦Services revenue increased 9%, reflecting sustained momentum across all segments, led by higher facilities management and project management revenue.
Current report
◦Leasing revenue increased 19%, driven primarily by growth in the Americas across all deal sizes, with continued strength in office and industrial leasing, including data centers.
Current report
◦Capital markets revenue increased 15%, marking our sixth consecutive quarter of double-digit growth. Americas Capital markets, up 22%, saw solid performance in the office sector.
Current report
•Net loss was $12.6 million for the first quarter of 2026 compared to net income of $1.9 million for the first quarter of 2025, a decline of $14.5 million. Diluted loss per share was $0.05 for the first quarter of 2026, down $0.06, compared to diluted earnings per share of $0.01 for the first quarter of 2025.
Current report
◦Recognized a non-cash settlement loss of $16.6 million related to a pension buy-out arrangement in the U.K. and a non-cash servicing liability of $11.8 million related to the amendment of our revolving accounts receivables securitization program (the “A/R Securitization”).
Current report
◦Adjusted EBITDA (as defined below) of $111.3 million increased $15.1 million or 16% from the first quarter of 2025.
Current report
Servicing liability, fees and amortization reflects the additional non-cash servicing liability accrued in connection with the A/R Securitization amendment in March 2026, net of amortization, along with related fees incurred to execute the amendment. The liability will be amortized through March 2029.
Current report
Pension buy-out settlement loss represents a non-cash settlement charge related to a pension buy-out arrangement in the U.K.
Current report
n.m. not meaningful
Current report
(1)Gross contract costs represents reimbursed client costs including client-dedicated labor, subcontractor costs and third-party consumables. These costs are presented on a gross basis in total costs and expenses (with the corresponding fees in revenue) and primarily relate to Services.
Current report
Revenue of $2.5 billion increased $251.2 million or 11% compared to the three months ended March 31, 2025, primarily driven by Services and Leasing revenue growth of 9% and 19%, respectively. Services revenue was strong across all segments, led by higher facilities management revenue, which increased approximately $78.0 million including the expansion of existing client mandates, and higher project management in EMEA and APAC, which increased approximately $26.0 million and $14.0 million, respectively. Leasing revenue increased principally due to growth in the Americas across all deal sizes, with continued strength in office and industrial leasing, including data centers. Capital markets revenue increased 15%, resulting from solid performance in the Americas, with particular strength in the office sector, as healthy fundamentals continue to support a resilient transaction environment. This continued momentum in Capital markets also reflects our ongoing investments in hiring top talent and strengthening our platform. Valuation and other revenue also increased 9%.
Current report
Operating, administrative and other expenses of $336.7 million increased $30.9 million or 10% compared to the three months ended March 31, 2025, primarily driven by an increase in employment costs of approximately $15.0 million, largely due to higher salaries, as well as higher technology costs and cost inflation. In addition, the Company recorded a non-cash servicing liability of $11.8 million related to the amendment of the A/R Securitization in March 2026.
Current report
Other (expense) income, net
Current report
Other expense, net was $15.0 million for the three months ended March 31, 2026 compared to other income, net of $0.9 million for the three months ended March 31, 2025. The $15.9 million decline was principally resulting from a non-cash settlement loss of $16.6 million related to a pension buy-out arrangement in the U.K. (see Note 10: Employee Benefits of the Notes to the Condensed Consolidated Financial Statements for further information).
Current report
Provision for income taxes for the first quarter of 2026 was $3.0 million on a loss before income taxes of $9.6 million. For the three months ended March 31, 2025, the provision for income taxes was $3.1 million on earnings before income taxes of $5.0 million. Income tax expense remained relatively flat compared to the first quarter of 2025, as the tax impact from lower earnings before income taxes was largely offset by the higher impact from discrete tax adjustments recorded in the first quarter of 2026, including higher withholding taxes and interest accruals for uncertain tax positions recognized in prior periods.
Current report
Net (loss) income and Adjusted EBITDA
Current report
Net loss was $12.6 million for the three months ended March 31, 2026 compared to net income of $1.9 million for the three months ended March 31, 2025. The $14.5 million decline in net income was principally driven by the pension buy-out settlement loss, A/R Securitization servicing liability, lower earnings recognized from our equity method investments and cost inflation. These unfavorable trends were partially offset by growth in all of our service lines.
Current report
Adjusted EBITDA of $111.3 million increased $15.1 million or 16% compared to the three months ended March 31, 2025, attributable to the same factors impacting Net loss above, with the exception of the pension buy-out settlement loss, A/R Securitization servicing liability and the non-operating items related to the Greystone JV.
Current report
(1)Gross contract costs represents reimbursed client costs including client-dedicated labor, subcontractor costs and third-party consumables. These costs are presented on a gross basis in total costs and expenses (with the corresponding fees in revenue) and primarily relate to Services.
Current report
(2)Other segment items include (loss) earnings from equity method investments, as well as certain non-GAAP adjustments for unusual, non-recurring or non-operating items used to calculate Adjusted EBITDA.
Current report
Americas revenue in the first quarter of 2026 was $1.8 billion, an increase of $140.7 million or 8% from the first quarter of 2025. This increase was principally driven by higher brokerage revenue as healthy fundamentals continue to support a resilient transaction environment. Leasing revenue increased 20% with growth across all deal sizes and continued strength in office and industrial leasing, including data centers. Capital markets revenue increased 22% as investments in top talent and strengthening our platform, combined with solid performance in the office and industrial sectors, contributed to improved results. Services revenue increased 4% principally driven by higher facilities management revenue of approximately $38.0 million due to the expansion of existing client mandates. Valuation and other revenue also increased 1%.
Current report
Gross contract costs of $855.4 million increased $46.8 million or 6% reflecting higher reimbursed client-dedicated labor costs of approximately $27.0 million and higher third-party consumables and sub-contractor costs of approximately $18.0 million, associated with changes in client mix. Cost of services provided to clients of $677.0 million increased $75.3 million or 13% primarily due to higher commissions associated with higher brokerage revenue. Operating, administrative and other expenses of $218.6 million increased $7.1 million or 3% largely driven by higher salaries and higher technology costs due to cost inflation, as well as the non-cash A/R Securitization servicing liability.
Current report
Adjusted EBITDA of $96.3 million increased $18.7 million or 24% compared to the first quarter of 2025, primarily attributable to growth in our Americas Leasing and Capital markets service lines, partially offset by higher employment costs and cost inflation.
Current report
n.m. not meaningful
Current report
(1)Gross contract costs represents reimbursed client costs including client-dedicated labor, subcontractor costs and third-party consumables. These costs are presented on a gross basis in total costs and expenses (with the corresponding fees in revenue) and primarily relate to Services.
Current report
(2)Other segment items include (loss) earnings from equity method investments, as well as certain non-GAAP adjustments for unusual, non-recurring or non-operating items used to calculate Adjusted EBITDA.
Current report
EMEA revenue in the first quarter of 2026 was $270.1 million, an increase of $65.1 million or 32% from the first quarter of 2025. Excluding the favorable impact of foreign currency of $41.1 million, EMEA revenue increased 21% on a local currency basis. The increase was principally driven by higher Services revenue, which was up 33% on a local currency basis, primarily due to increases in project management and facilities management revenue of approximately $26.0 million and $17.0 million, respectively, with particular strength in the U.K., Ireland and France. Leasing revenue increased 10% on a local currency basis, as occupiers continue to trend towards newer, higher-grade buildings with top-tier employee experiences, with strength in Germany and the Netherlands. Capital markets revenue increased 1% on a local currency basis, as improvements in Spain and the Netherlands were partially offset by a decline in the U.K. Valuation and other revenue also increased 7% on a local currency basis.
Current report
Gross contract costs of $53.0 million increased $19.1 million or 43% on a local currency basis, reflecting higher third-party consumables and sub-contractor costs of approximately $16.0 million associated with revenue growth in Services. Cost of services provided to clients of $146.9 million increased $30.9 million or 15% on a local currency basis, primarily due to higher employment costs of approximately $15.0 million, including higher salaries, and higher non-reimbursed third-party consumables and sub-contractor costs of approximately $16.0 million. Operating, administrative and other expenses of $65.3 million increased $13.1 million or 16% on a local currency basis, largely driven by higher salaries and cost inflation.
Current report
(1)Gross contract costs represents reimbursed client costs including client-dedicated labor, subcontractor costs and third-party consumables. These costs are presented on a gross basis in total costs and expenses (with the corresponding fees in revenue) and primarily relate to Services.
Current report
(2)Other segment items include (loss) earnings from equity method investments, as well as certain non-GAAP adjustments for unusual, non-recurring or non-operating items used to calculate Adjusted EBITDA.
Current report
Gross contract costs of $181.3 million increased $44.1 million or 28% on a local currency basis, reflecting higher third-party consumables and sub-contractor costs of approximately $43.0 million associated with revenue growth in Services. Cost of services provided to clients of $201.5 million decreased $1.4 million or 5% on a local currency basis, primarily due to lower non-reimbursed third-party consumables and sub-contractor costs. Operating, administrative and other expenses of $52.8 million increased $10.7 million or 24% on a local currency basis, largely driven by higher salaries and cost inflation.
Showing the first 40 of 43 passages. Open the source sections for the rest.
Removed paragraphs (87)
Previous report
•the potential impairment of our goodwill and other intangible assets;
Previous report
•our ability to comply with laws and regulations and any changes thereto;
Previous report
•risks associated with climate change, environmental reporting obligations and other environmental conditions;
Previous report
•risks associated with sociopolitical polarization;
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•risks related to litigation;
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•the fact that U.S. investors may have difficulty enforcing liabilities against us or be limited in their ability to bring a claim in a judicial forum they find favorable in the event of a dispute;
Previous report
•the possibility that English law and provisions in our articles of association may have anti-takeover effects that could discourage an acquisition of us by others or require shareholder approval for certain capital structure decisions;
Previous report
•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 report
Third Quarter Results
Previous report
◦Leasing revenue increased 9%, driven primarily by office and industrial leasing in the Americas.
Previous report
◦Capital markets revenue increased 21%, driven primarily by strong performance across all asset classes and deal sizes in the Americas.
Previous report
◦Services revenue increased 6%. Excluding the impact of the sale of a non-core Services business in August 2024, Services revenue increased 7%.
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◦Valuation and other revenue increased 12%.
Previous report
•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 report
◦Adjusted EBITDA of $159.6 million increased 12% from the third quarter of 2024.
Previous 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%.
Previous report
•In August 2025, we elected to prepay $150.0 million in principal outstanding under the 2030 Tranche-1 of our Term Loans.
Previous report
Year-to-Date Results
Previous report
•Revenue of $7.4 billion for the nine months ended September 30, 2025 increased 8% from the nine months ended September 30, 2024.
Previous report
◦Leasing revenue increased 9%, driven primarily by office and industrial leasing in the Americas.
Previous report
◦Capital markets revenue increased 20%, with strong performance across all segments.
Previous report
◦Services revenue increased 3%. Excluding the impact of the sale of a non-core Services business in August 2024, Services revenue increased 5%.
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◦Valuation and other revenue increased 7%.
Previous report
•Net income of $110.6 million for the nine months ended September 30, 2025 increased $92.2 million from the nine months ended September 30, 2024. Diluted earnings per share for the nine months ended September 30, 2025 was $0.47 compared to $0.08 for the nine months ended September 30, 2024.
Previous report
◦Adjusted EBITDA of $417.5 million increased 16% from the nine months ended September 30, 2024.
Previous report
October 2025 Debt Activity
Previous report
On October 1, 2025, we repriced the 2030 Tranche-1 of our Term Loans, reducing the applicable interest rate by 25 basis points to 1-month Term SOFR plus 2.50%.
Previous report
On October 21, 2025, we amended the 2018 Credit Agreement to (i) decrease the aggregate commitments under the Revolver by $100.0 million, reducing its borrowing capacity from $1.1 billion to $1.0 billion, (ii) extend the maturity date of borrowings under the Revolver from April 28, 2027 to October 21, 2030 and (iii) amend the interest rate applicable to borrowings under the Revolver to 1-month Term SOFR plus an applicable rate varying from 1.75% to 2.75%.
Previous report
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 report
Redomiciliation to Bermuda
Previous report
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 report
ii. Segment operating expenses and Fee-based operating expenses; and
Previous report
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 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.
Previous report
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 report
Loss (gain) from insurance proceeds, net of legal fees represents one-time gains related to certain contingent events, such as insurance recoveries, which are not considered ordinary course and which are only recorded once realized or realizable, net of related legal fees or estimated settlements. We exclude such net gains from the calculation of Adjusted EBITDA to improve the comparability of our operating results for the current period to prior and future periods.
Previous report
(3) Adjusted EBITDA margin is measured against Total service line fee revenue.
Previous report
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 report
Reconciliation of Total costs and expenses to Segment operating expenses and Fee-based operating expenses (in millions):
Previous report
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.
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Reworded paragraphs (62)
Previous wording
These statements can be identified by the fact that they do not relate strictly to historical or current facts, and you can often identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “strives,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “target,” “goal,” “projects,” “forecasts,” “shall,” “contemplates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this Quarterly Report are based upon our historical performance and on our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. You should not place undue reliance on any forward-looking statements and should consider the following factors, as well as the factors discussed under “Risk Factors” in this Quarterly Report and in our 2024 Annual Report in Part I, Item 1A. We believe that these factors include, but are not limited to:
Current wording
These statements can be identified by the fact that they do not relate strictly to historical or current facts, and you can often identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expect,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seek,” “predict,” “intends,” “plans,” “estimates,” “anticipate,” “target,” “forecasts” or the negative version of those words or other comparable words. Any forward-looking statements contained in this Quarterly Report are based upon our historical performance and on our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. You should not place undue reliance on any forward-looking statements and should consider the following factors, as well as the factors discussed under “Risk Factors” in this Quarterly Report and in our 2025 Annual Report in Part I, Item 1A. The Company believes that these factors include, but are not limited to:
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•social, geopolitical and economic risks associated with our international operations;
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•social, geopolitical and economic risks associated with its international operations;
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•the seasonality of significant portions of our revenue and cash flow;
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•the seasonality of significant portions of its revenue and cash flow;
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•our ability to attract and retain qualified revenue producing employees and senior management;
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•its ability to recruit and retain qualified revenue-producing advisors and senior management;
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•our ability to maintain and execute our information technology strategies;
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•its ability to maintain and execute its information technology strategies;
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•interruption or failure of our information technology, communications systems or data services;
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•interruption or failure of its information technology, communications systems or data services;
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•our vulnerability to potential breaches in security or other threats related to our information systems;
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•its vulnerability to potential breaches in security or other threats related to its information systems;
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•our ability to comply with cybersecurity and data privacy regulations and other confidentiality obligations;
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•its ability to comply with cybersecurity, AI governance and data privacy laws and regulations and other confidentiality obligations;
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•our ability to preserve, grow and leverage the value of our brand;
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•its ability to preserve, grow and leverage the value of its brand;
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•our ability to compete globally, regionally and locally;
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•its ability to compete globally, regionally and locally and its ability to cross-sell its services;
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•the extent to which infrastructure disruptions may affect our ability to provide our services;
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•the extent to which infrastructure disruptions may affect its ability to provide its services;
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•the failure of our acquisitions and investments to perform as expected or the lack of future acquisition opportunities;
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•the failure of its mergers, acquisitions and investments to perform as expected or the lack of future acquisition opportunities;
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•changes in tax laws or tax rates and our ability to make correct determinations in complex tax regimes;
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•changes in tax legislation or tax rates and its ability to make correct determinations in complex and varied tax regimes;
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•the failure of third parties performing on our behalf to comply with contract, regulatory or legal requirements;
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•the failure of third parties performing on its behalf to comply with contract, regulatory or legal requirements;
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•restrictions imposed on us by the agreements governing our indebtedness;
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•restrictions imposed on the Company by the agreements governing its indebtedness;
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•our amount of indebtedness and its potential adverse impact on our available cash flow and the operation of our business;
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•its amount of indebtedness and the potential adverse impact on its available cash flow and the operation of its business;
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•our ability to incur more indebtedness;
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•its ability to incur more indebtedness;
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•the fact that the rights of our shareholders differ in certain respects from the rights typically offered to shareholders of a Delaware corporation;
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•the fact that the rights of its shareholders may be limited or otherwise differ in certain respects from the rights afforded to shareholders of a U.S. corporation;
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•risks related to our capital allocation strategy including current intentions to not pay cash dividends;
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•risks related to its capital allocation strategy including current intentions to not pay cash dividends; and
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•the other risk factors set forth elsewhere in this Quarterly Report and under Item 1A of Part I of our 2024 Annual Report.
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•other risk factors identified elsewhere in this Quarterly Report and under Item 1A of Part I of its 2025 Annual Report.
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The factors identified above should not be construed as an exhaustive list of factors that could affect our future results and should be read in conjunction with the other cautionary statements that are included in this Quarterly Report. The forward-looking statements made in this Quarterly Report are made only as of the date of this Quarterly Report. We do not undertake any obligation to publicly update or review any forward-looking statement except as required by law, whether as a result of new information, future developments or otherwise.
Current wording
The factors identified above should not be construed as an exhaustive list of factors that could affect our future results and should be read in conjunction with the other cautionary statements that are included in this Quarterly Report. The forward-looking statements made in this Quarterly Report are made only as of the date of this Quarterly Report. We do not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of events or circumstances, new information, future developments or otherwise after the date of this report, except as required by applicable securities laws.
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If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. You should specifically consider the factors identified in this Quarterly Report that could cause actual results to differ before making an investment decision to purchase our ordinary shares.
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If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. You should specifically consider the factors identified in this Quarterly Report that could cause actual results to differ before making an investment decision to purchase our common shares.
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Cushman & Wakefield is a leading global commercial real estate services firm that makes a meaningful impact for our people, clients, communities and world. Led by an experienced executive team and driven by approximately 52,000 employees in nearly 400 offices and approximately 60 countries, we deliver exceptional value for real estate occupiers and owners, managing approximately 6.0 billion square feet of commercial real estate space globally and offering a broad suite of services through our integrated and scalable platform. Our business is focused on meeting the increasing demands of our clients through comprehensive service offerings including (i) Services, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other services.
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Cushman & Wakefield is a leading global commercial real estate services firm driven to solve complex problems for real estate occupiers and investors. Led by an experienced executive team, our approximately 53,000 employees in over 350 offices and nearly 60 countries provide exceptional problem-solving, advisory and execution across the built environment. Our business is focused on meeting the increasing demands of our clients through comprehensive global offerings including (i) Services, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other services.
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•Revenue of $2.6 billion for the third quarter of 2025 increased 11% from the third quarter of 2024.
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•Revenue of $2.5 billion for the first quarter of 2026 increased 11% from the first quarter of 2025.
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•Liquidity as of September 30, 2025 was $1.7 billion, consisting of availability on the Company’s undrawn revolving credit facility of $1.1 billion and cash and cash equivalents of $0.6 billion.
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•Liquidity as of March 31, 2026 was $1.6 billion, consisting of availability on the Company’s undrawn revolving credit facility of $1.0 billion and cash and cash equivalents of $0.6 billion.
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Demand for our services is largely dependent on the relative strength of the global and regional commercial real estate markets, which are highly sensitive to general macroeconomic conditions. There continues to be significant macroeconomic uncertainty in many markets around the world, including as a result of international trade policy and new or elevated tariffs, which may negatively impact demand for our services. Any future uncertainty, weakness or volatility in the capital and credit markets, a decline in the U.S. or global economy, or the public perception that any of these events may occur, could adversely affect global and regional demand for commercial real estate, which would negatively affect the performance of some or all of our service lines.
Current wording
Demand for our services is largely dependent on the relative strength of the global and regional commercial real estate markets, which are highly sensitive to general macroeconomic conditions. Improvements in several underlying macroeconomic factors drove growth and continued resilience in our business, as evidenced by revenue growth in each of our service lines. In the first quarter of 2026, we experienced sustained momentum in Services and a higher volume of brokerage transactions compared to the first quarter of 2025. Nonetheless, certain macroeconomic challenges and geopolitical uncertainties, including inflation, international trade policy and new or elevated tariffs, elevated levels of unemployment, rising energy costs and volatility in foreign currency exchange rates, have in the past and may in the future, negatively impact our business. For example, geopolitical uncertainty in the Middle East has had a limited impact on our business to date, but may result in delays in brokerage transactions in EMEA and APAC. A delay or stall in any economic improvement, any future uncertainty, weakness or volatility in the credit markets, a decline in the U.S. or global economy, or the public perception that any of these events may occur, could further affect global and regional demand for commercial real estate, which would negatively affect the performance of some or all of our service lines.
Previous wording
Our unaudited interim Condensed Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect reported amounts. The estimates and assumptions are based on historical experience, current facts and circumstances, and on other factors that we believe to be reasonable. Actual results may differ from those estimates and assumptions. We review these estimates on a periodic basis to ensure reasonableness. Although actual amounts may differ from such estimated amounts, we believe such differences are not likely to be material. For additional detail regarding our critical accounting policies and estimates, refer to the Company’s 2024 Annual Report. There have been no material changes to these policies or estimates as of September 30, 2025.
Current wording
Our unaudited interim Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP” or “GAAP”), which requires us to make estimates and assumptions that affect reported amounts. The estimates and assumptions are based on historical experience, current facts and circumstances, and on other factors that we believe to be reasonable. Actual results may differ from those estimates and assumptions. We review these estimates on a periodic basis to ensure reasonableness. Although actual amounts may differ from such estimated amounts, we believe such differences are not likely to be material. A discussion of our critical accounting policies and estimates can be found in the Company’s 2025 Annual Report. There have been no material changes to these policies or estimates as of March 31, 2026.
Previous wording
Refer to recently issued accounting pronouncements within Note 2: New Accounting Pronouncements of the Notes to the Condensed Consolidated Financial Statements.
Current wording
Refer to Note 2: New Accounting Pronouncements of the Notes to the Condensed Consolidated Financial Statements.
Previous wording
Our results of operations are significantly impacted by economic trends, government policies and the global and regional real estate markets. These include the following: overall economic activity, volatility of the financial markets, interest rates and inflation, demand for commercial real estate, the impact of tax and regulatory policies, the cost and availability of credit, trade policies and tariffs, changes in employment rates and the geopolitical environment. Similarly, economic conditions in certain countries such as the United States or China can have significant influence on the commercial real estate sector across an entire region, impacting supply chains, cross-border investments and development activity in key markets.
Current wording
Our results of operations are significantly impacted by economic trends, government policies and global and regional real estate markets. These include the following: overall economic activity, volatility of the financial markets, interest rates and inflation, demand for commercial real estate, the impact of tax and regulatory policies, the cost and availability of credit, international trade policy and tariffs, changes in employment rates and the geopolitical environment. Similarly, economic conditions in certain countries such as the United States or China can have significant influence on the commercial real estate sector across an entire region, impacting supply chains, cross-border investments and development activity in key markets.
Previous wording
Our diversified operating model helps to partially mitigate the negative effect of difficult market conditions on our margins as a substantial portion of our costs are variable compensation expenses, specifically commissions and bonuses paid to our professionals in our Leasing and Capital markets service lines, and the majority of revenue in our Services business is generated from long-term contracts. Nevertheless, ongoing adverse economic trends could pose significant risks to our operating performance and financial condition.
Current wording
Our diversified operating model helps to partially mitigate the negative effect of difficult market conditions on our earnings as a substantial portion of our costs are variable compensation expenses, specifically commissions and bonuses paid to professionals in our Leasing and Capital markets service lines, and the majority of revenue in our Services business is generated from long-term contracts. Nevertheless, ongoing adverse economic trends could pose significant risks to our operating performance and financial condition.
Previous wording
In order to assist our investors and improve comparability of results, we present the year-over-year changes in certain of our non-GAAP financial measures, such as Fee-based operating expenses and Adjusted EBITDA, in “local” currency. The local currency figures represent the year-over-year change assuming no movement in foreign exchange rates from the prior year. We believe that this provides our management and investors with another important view of comparability and trends in the underlying operating business.
Current wording
In order to assist our investors and improve comparability of results, we present the year-over-year changes in our results of operations and certain non-GAAP financial measures in “local” currency. The local currency figures represent the year-over-year change assuming no movement in foreign exchange rates from the prior year. We believe that this provides our management and investors with another important view of comparability and trends in the underlying operating business.
Previous wording
We have used the following measures, which are considered “non-GAAP financial measures” under SEC guidelines:
Current wording
The Company uses the following measures, which are considered “non-GAAP financial measures” under SEC guidelines:
Previous wording
i. Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) and Adjusted EBITDA margin;
Current wording
i. Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”); and
Previous wording
Management principally uses these non-GAAP financial measures to evaluate operating performance, develop budgets and forecasts, improve comparability of results and assist our investors in analyzing the underlying performance of our business. These measures are not recognized measurements under GAAP. When analyzing our operating results, investors should use them in addition to, but not as an alternative for, the most directly comparable financial results calculated and presented in accordance with GAAP. Because the Company’s calculation of these non-GAAP financial measures may differ from other companies, our presentation of these measures may not be comparable to similarly titled measures of other companies.
Current wording
Management principally uses these non-GAAP financial measures to evaluate operating performance, develop budgets and forecasts, improve comparability of results and assist our investors in analyzing the underlying performance of our business. These measures are not measurements recognized under GAAP. When analyzing our operating results, investors should use these measures in addition to, but not as an alternative for, the most directly comparable financial results calculated and presented in accordance with GAAP. Because the Company’s calculation of these non-GAAP financial measures may differ from other companies, our presentation of these measures may not be comparable to similarly titled measures of other companies.
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 (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.
Current wording
Adjusted EBITDA: 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; acquisition related costs; A/R Securitization servicing liability, fees and amortization; pension buy-out settlement loss; non-operating items related to our equity method investment in Cushman Wakefield Greystone LLC (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.
Previous wording
Adjustments to U.S. GAAP Financial Measures Used to Calculate Non-GAAP Financial Measures
Current wording
Adjustments to GAAP Financial Measures Used to Calculate Non-GAAP Financial Measures
Previous wording
Unrealized loss (gain) on investments, netrepresents net unrealized gains and losses on fair value investments.
Current wording
Unrealized loss on investments, netrepresents net unrealized gains and losses on real estate investments.
Previous wording
Impairment of investments reflects certain one-time impairment charges related to investments or other assets.
Current wording
Impairment of investments reflects certain one-time impairment charges related to investments, equity method investments or other assets.
Previous wording
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 wording
Non-operating items related to the Greystone JV reflects certain non-operating activity presented within (loss) 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, the Company has 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.
Previous 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):
Current wording
The following table sets forth items derived from our Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (in millions):
Showing the first 40 of 62 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
◦Valuation and other revenue increased 9%.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Previous report — wording carried 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.
Previous report — wording carried 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.
Previous report — wording carried elsewhere
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.