Item 1A. Risk Factors.
An investment in our common shares involves risks and uncertainty, including, but not limited to, the risk factors described below. If any of the risks described below actually occur, our business, financial condition and results of operations could be materially and adversely affected. You should carefully consider the risks and uncertainties described below as well as our audited consolidated financial statements and the related notes (“Consolidated Financial Statements”), when evaluating the information contained in this Annual Report.
Risks Related to Our Business and Industry
Our business is significantly impacted by general macroeconomic conditions and global and regional demand for commercial real estate and, accordingly, our business, results of operations and financial condition could be materially adversely affected by market conditions or macroeconomic challenges.
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. Macroeconomic uncertainty continued in many markets around the world in 2025, including factors such as elevated inflation, international trade policy and new or elevated tariffs, elevated levels of unemployment, changes in interest rates and volatility in foreign currency exchange rates, among other macroeconomic challenges. These factors have in the past, and may in the future, negatively impact our business, and can lead to ongoing volatility within global capital and credit markets and cause delays in certain real estate transaction decisions.
In particular, some of our clients continued to face challenges when attempting to procure credit or financing in 2025 due to challenging lending conditions and higher capital costs. Clients have in the past and may continue in the future to delay real estate transaction decisions until property values and economic conditions further stabilize, or the economic recovery may progress more slowly than we expect, which could continue to reduce the commissions and fees we earn for brokering those transactions. Furthermore, the continuing prevalence of hybrid working models in certain geographies or industries has resulted in structural changes to the utilization of many types of commercial real estate, which could have ongoing repercussions for our business. A delay or stall in any economic recovery, 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 affect the performance of some or all of our service lines and our overall business, financial conditions and results of operations.
Sociopolitical polarization and changes in political landscapes may pose risks to our business, financial condition and results of operations.
The increasing division and polarization of political ideologies, both in the United States and internationally, could negatively impact our operations. Changes in political landscapes, including changes in government leadership or policy priorities, may result in shifts in legal, regulatory or policy frameworks, which in turn may increase our costs, result in labor challenges, require us to quickly adapt our business practices or result in decreased competitiveness. Political polarization can also influence client behavior and perceptions. If we or our management team are perceived as aligned with a particular political ideology, it may negatively affect our reputation, brand and ability to attract or retain certain clients. Conflicting political ideologies could also lead to workplace challenges, including increased tensions or reduced collaboration, making it more difficult for us to attract or retain key personnel. Additionally, heightened political polarization could escalate into social or civil unrest, posing risks to personnel safety or our operations. Such could also lead to economic and cause market conditions that could affect demand for our services and our results of operations, as discussed in further detail above.
Our operations are subject to social, geopolitical and economic risks in different countries.
We conduct a significant portion of our business and employ a substantial number of people outside of the United States and, as a result, we are subject to risks associated with doing business globally. Our international operations expose us to international economic trends as well as foreign government policy measures. Additional circumstances and developments related to international operations that could negatively affect our business, financial condition or results of operations include the following factors, among others:
• political instability in certain countries, including continued or worsening hostilities, terrorism, rule of law instability, armed conflicts and civil unrest in certain regions;
• difficulties and costs of staffing and managing international operations among diverse geographies, languages and cultures;
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• rising insurance premiums across key coverage areas, which may reduce the availability and affordability of adequate insurance coverage;
• currency restrictions, transfer pricing regulations and adverse tax consequences, which may affect our ability to transfer capital and profits;
• adverse changes in regulatory or tax requirements and regimes or uncertainty about the application of or the future of such regulatory or tax requirements and regimes;
• the responsibility of complying with numerous, potentially conflicting and frequently complex and changing laws in multiple jurisdictions, e.g., with respect to data protection, tariffs and duties, immigration, privacy regulations, corrupt practices, embargoes, taxes, sustainability, trade sanctions, employment and licensing;
• the impact of regional or country-specific business cycles or economic instability (especially in certain countries that have a significant impact on regional markets, like China);
• greater difficulty in collecting accounts receivable or delays in client payments in some regions;
• foreign ownership restrictions with respect to operations in certain countries, particularly in Asia Pacific and the Middle East, or the risk that such restrictions will be adopted in the future;
• operational, cultural and compliance risks of operating in emerging markets; and
• changes in laws or policies governing foreign trade or investment and use of foreign operations or workers, and any negative sentiments due to trends such as populism, economic nationalism or negative sentiments towards multinational companies.
Our business activities are subject to a number of laws that prohibit corruption, including anti-bribery laws such as the U.S. Foreign Corrupt Practices Act; import and export control laws; and economic and trade sanctions programs, including rules administered by the U.S. Office of Foreign Assets Control. Despite the compliance programs we have in place, we may not be successful in preventing or detecting violations in all circumstances, and violations may result in material fines, penalties, and other costs or sanctions against us. Furthermore, our efforts to comply with developments in these laws may adversely impact our business.
Our operations are subject to foreign currency volatility.
Outside of the United States, we generate earnings in other currencies and our operating performance is subject to fluctuations relative to the U.S. dollar (“USD”). During the year ended December 31, 2025, approximately 30% of our revenue was transacted in currencies other than USD. These currency fluctuations have both positively and adversely affected our results of operations measured in USD in the past and are likely to do so in the future. It can be difficult to compare period-over-period financial statements when the movement in currencies against the USD does not reflect trends in the local underlying business as reported in its local currency. Additionally, due to our changing currency exposures and the volatility of currency exchange rates, we cannot predict the degree to which exchange rate fluctuations will affect our future results of operations.
Significant portions of our revenue and cash flow are seasonal, which could cause our results of operations and liquidity to fluctuate significantly.
A significant portion of our revenue is seasonal, especially for service lines such as Leasing and Capital markets. Historically, our revenue and operating income tend to be lowest in the first quarter and highest in the fourth quarter of each year. The seasonal variance between quarters may result in a mismatch of cash flow needs between quarters and may make it difficult to compare our financial condition and results of operations on a quarter-by-quarter basis. Further, as a result of the seasonal nature of our business, any geopolitical, economic or other disruptions that occur in the fourth quarter may have a disproportionate effect on our financial condition and results of operations. As a result, comparisons of our operating results across periods may not be meaningful. In addition, from time to time we may provide guidance during our quarterly earnings calls, earnings releases, investor days or other communications. Such guidance reflects management’s expectations at the time, which are inherently uncertain. Actual results may differ materially from the guidance we provide.
Our success depends upon our ability to recruit and retain qualified revenue-producing advisors and senior management.
We are dependent upon the retention of our Leasing and Capital markets professionals, who generate a significant amount of our revenues, as well as other revenue-producing professionals. The departure of any of our key personnel, including our senior management, or the loss of a significant number of key revenue-producing advisors, if we are unable to quickly hire and integrate qualified replacements, could materially adversely affect our business, financial condition and results of operations. Competition for these personnel is significant, and our industry is
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subject to a relatively high turnover of advisors and other key revenue producers, and we may not be able to successfully recruit, integrate or retain sufficiently qualified personnel. Macroeconomic uncertainty, volatility in commercial real estate capital markets and fluctuations in transaction activity may exacerbate these challenges by reducing compensation opportunities for revenue-producing personnel or increasing competitive pressures for talent. In addition, the growth of our business is largely dependent upon our ability to recruit and retain qualified support personnel in all areas of our business.
We and our competitors use equity incentives and sign-on and retention bonuses to help recruit, retain and incentivize key personnel. There is significant competition when it comes to recruiting and retaining revenue-producing personnel, and the expense of such incentives and bonuses may increase, or our willingness to pay them may decrease, and we may therefore be unable to recruit or retain such personnel to the same extent that we have in the past. Any additional decline in, or failure to grow, our common share price may also result in an increased risk of loss of these key personnel. Furthermore, shareholder influence on our compensation practices, including our ability to issue equity compensation, as well as increased regulatory, investor or proxy advisory scrutiny of executive and equity-based compensation, may decrease our ability to offer attractive compensation to key personnel and make recruiting, retaining and incentivizing such personnel more difficult.
In addition, in the event that any of our qualified revenue-producing advisors or senior management leave the Company, we need to successfully implement the succession plans we have in place, which require devoting time and resources toward identifying and integrating new personnel into leadership roles and other key positions. If we cannot attract and retain qualified personnel or effectively implement appropriate succession plans, it could have a material adverse impact on our business, financial condition and results of operations.
Failure to maintain and execute information technology strategies could materially and adversely affect our ability to remain competitive in the market.
Our business relies heavily on our ability to deliver services, including our ability to advance our data and digital capabilities, in order to meet the evolving needs of our clients. We continue to make significant investments in new systems and tools to achieve competitive advantages and efficiencies, including increasingly focusing on the adoption and integration of Artificial Intelligence (“AI”), such as generative AI and advanced analytics, into our core service lines. Additionally implementing and maintaining new information technology can be complex, is dependent on the quality and accuracy of data inputs, may require new infrastructure and specialized talent, and may exceed estimated budgets. If we fail to prioritize, properly utilize resources, or implement key technologies that support our workforce and data-driven workflows across service lines, we may experience delays in execution, increased operating costs, inefficiencies in service deliveries and lost business opportunities, which could adversely affect our competitiveness and results of operations.
As technology and market demands continue to evolve, our workforce must adopt new technologies and skills. If we do not effectively upskill or reskill our workforce with the necessary future capabilities, particularly regarding the AI-driven workflows mentioned above, it could further reduce our competitiveness and efficiency.
For a detailed discussion of AI-specific risks, see “ Increasing use of AI technologies in our operations and client service offerings presents emerging risks, and the inadequate deployment and governance of these AI technologies could adversely affect our business, reputation, financial condition and results of operations ” and “Failure to comply with current and future cybersecurity, AI governance and data privacy laws and regulations and other confidentiality obligations could damage our reputation and materially harm our results of operations” under “Risks Related to Our Business and Industry” in this Item 1A, “Risk Factors” in this Annual Report.
Increasing use of AI and machine learning technologies in our operations and client service offerings presents emerging risks, and the inadequate deployment and governance of such AI Technologies could adversely affect our business, reputation, financial condition and results of operations.
We are increasingly adopting and integrating AI and machine learning technologies (collectively, “AI Technologies”) into our business to support analytics, automation, workflows, decision processes, and other client‑facing and back‑office activities. We expect our reliance on such AI Technologies to continue to grow and current and potential future technological advances in the development and use of AI Technologies may create opportunities for us to provide products and services designed to satisfy client demands. However, if our competitors or other market participants deploy AI technologies more quickly, more effectively, or at lower cost, our competitive position may be adversely affected. Additionally, as AI Technologies continue to improve in the future, we may be required to make significant capital expenditures in order to remain competitive, which may increase our overall expenses. Failure to successfully keep pace with technological change affecting the real estate industry or to maintain current technology and business processes could cause us to lose clients or cause our products and services to be less competitive.
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The adoption of AI Technologies within the real estate industry has introduced, and will likely continue to introduce, increased risk of disintermediation, as AI Technologies can provide direct access to information or capabilities that previously required professionals. If AI Technologies enable our clients or partners to replicate elements of our service offerings independently, the demand for our services could decline.
AI Technologies are reliant on the collection and analysis of large amounts of data and complex algorithms. It is possible that the data in such models may contain a degree of inaccuracy and error, potentially to a material degree, and that such data and algorithms could otherwise be inadequate or flawed. As a result, AI Technologies may generate inaccurate, biased, unpredictable, inconsistent or otherwise harmful outputs. Errors or misuse could lead to flawed business decisions, operational disruptions, or client dissatisfaction. These risks are heightened where AI Technologies influence high‑impact services such as leasing, capital markets, valuation and advisory. In addition, the use of AI Technologies could be affected by claims of , , or other of intellectual property, including based on the use of large datasets used to train AI Technologies or the use of output generated by AI Technologies.
Much of our AI capability relies on third‑party platforms integrated with our proprietary data, and we may be dependent in part on the manner in which those third parties develop their AI Technologies. We may have limited visibility into how these third‑party models are trained, the integrity of their underlying datasets, or the adequacy of embedded controls. Failures or changes in these systems, including errors, unreliable performance, or changes to terms of use, could adversely affect our operations or client services.
Effective internal governance of AI Technologies requires robust data‑quality and governance standards, specialized expertise, compliance processes and effective and evolving controls. Our Board of Directors (“Board”) has oversight over our AI strategy, governance, and enterprise risk management (including disintermediation risk) as it relates to AI Technologies. Despite these efforts, we cannot fully ensure that our governance measures will keep pace with emerging and rapidly evolving global regulations or technology advancements, and we may be exposed to legal, regulatory, compliance or ethical risks. Any failure in the deployment or governance of AI Technologies could adversely affect our reputation, require costly investment to enhance compliance, or expose us to regulatory inquiries, fines, or penalties. For further information on regulatory obligations relating to AI use and data privacy, see “ to comply with current and future cybersecurity, AI governance and data privacy laws and regulations and other confidentiality obligations could our reputation and materially our results of operations” under “Risks Related to Our Business and Industry” in this Item 1A, “Risk Factors” in this Annual Report.
Interruption or failure of our information technology, communications systems or data services could impair our ability to provide our services effectively, which could materially harm our business, reputation, financial condition and results of operations.
Our business requires the continued operation of information technology, communication systems and network infrastructure, many of which are supplied by or are dependent upon third-party providers. Our ability to conduct our global business may be materially adversely affected by disruptions to these systems. Information technology and communications systems of ours and our providers are vulnerable to damage or disruption from system malfunctions, telecommunications failure, power loss, fire, computer viruses, cybersecurity attacks, natural disasters, acts of war or terrorism, personnel errors or malfeasance, or other events which are beyond our control. Any of these events could cause system interruption, loss or corruption of data and may also our ability to provide services to our clients. Any such events could also subject us to regulatory , , contractual liability or reputational , including under evolving data protection and cybersecurity laws. Furthermore, any such event could result in substantial recovery and remediation costs and liability to clients or other third parties. An event that results in the or of any data centers or technology systems we use could affect our ability to conduct normal business operations, and, as a result, our future results of operations could be materially affected. Risks relating to access or data exposure are further discussed under “A security or other relating to our information systems could lead to confidential information being which could increase the risk of liability and our reputation” under “Risks Related to Our Business and Industry” in this Item 1A, “Risk Factors” in this Annual Report.
Our business relies heavily on the use of software and commercial real estate data, some of which is purchased or licensed from third-party providers, whose uninterrupted availability may be affected by outages, system failures, downtime, disaster-recovery events or other disruptions beyond our control. A material disruption in our ability to access such software and data, including an inability to renew such licenses on the same or similar terms or to provide data to our professionals, clients or vendors, could adversely affect our results of operations and financial condition.
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A security breach or other threat relating to our information systems could lead to confidential information being exposed which could increase the risk of liability and damage our reputation.
In the ordinary course of our business, we collect and store sensitive data in our data centers, on our networks and via third-party providers. This data includes proprietary business information and intellectual property of ours and of our clients, as well as personally identifiable information (“PII”) of our personnel, clients, contractors and vendors. The secure processing, maintenance and transmission of this information is critical to our operations.
Our information technology and infrastructure may be vulnerable to attacks by various threat actors or to breaches due to personnel error, malfeasance or other disruptions. Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the increased sophistication and activity of hackers, cybercriminals and other external parties. Cybersecurity attacks are becoming more sophisticated and include malicious software (malware), ransomware, phishing and spear-phishing attacks, wire fraud and payment diversion, account and email takeover attacks, attempts to gain unauthorized access to data, and other forms of cybercrime. Like others in our industry, we face ongoing attempts to compromise systems and data. Cybersecurity attacks, including attacks that are not ultimately , could lead to release of confidential information, remediation costs, , or regulatory action us and significant to our reputation. Moreover, the integration of AI by us or by our third-party service providers may pose additional cybersecurity risks, including access to data exposure (for more information regarding risks related to our AI technologies and governance, see “Increasing use of AI technologies in our operations and client service offerings presents emerging risks, and the deployment and governance of these AI technologies could affect our business, reputation, financial condition and results of operations” under “Risks Related to Our Business and Industry” in this Item 1A, “Risk Factors” in this Annual Report). Further, other of theft, , disclosure, , exposure, , or of PII or proprietary business data, whether resulting from personnel , personnel or otherwise, could similarly result in effects on our business operations and financial condition.
Additionally, we rely on third parties to support our information and technology networks, including cloud storage solution providers, and as a result we have less direct control over certain of our data and information technology systems. We also engage other third parties to support the services we perform for our clients. Any such third parties are also vulnerable to security breaches and compromised security systems, for which we may not be indemnified, and which could materially adversely affect our reputation or financial condition or results of operations.
Failure to comply with current and future cybersecurity, AI governance and data privacy laws and regulations and other confidentiality obligations could damage our reputation and materially harm our results of operations.
Certain laws, regulations and standards across the globe impose requirements regarding cybersecurity, AI governance, data privacy and the security of information maintained by us, our clients and our vendors, as well as increasing reporting obligations in the event of a material cybersecurity incident. These laws and regulations are increasing in scope, complexity and number across the different jurisdictions in which we operate, which require significant resources and attention and have resulted in greater compliance risks for us. In particular, several jurisdictions are developing or have adopted regulations regarding AI that may impose restrictions, or documentation, monitoring, transparency, reporting and governance requirements on our operations and on our vendors that process data on our behalf. Failure to comply with these obligations could result in investigations, fines and other penalties, increased regulatory scrutiny and diversion of management attention.
If confidential information, including material nonpublic information or PII we or our vendors and suppliers maintain or process on our behalf, is inappropriately disclosed due to a cybersecurity breach, or if any person negligently disregards or intentionally breaches our policies, contractual commitments or other controls with respect to such data, we may incur substantial liabilities to our clients or be subject to fines or penalties imposed by governmental authorities. In addition, any breach or alleged breach of our confidentiality agreements with our clients may result in termination of their engagements, resulting in associated loss of revenue and increased costs.
The concentration of business with specific corporate clients can increase business risk, and our business can be adversely affected by a loss of certain of these clients.
We value the expansion of business relationships with individual corporate clients because of the increased efficiency and economics that can result from performing a broader range of services for the same client. Although our client portfolio is currently highly diversified, as we continue to grow our business, relationships with certain corporate clients may increase, and our client portfolio may become increasingly concentrated. Having an increasingly concentrated base of large corporate clients can lead to greater or more concentrated risks if, among other possibilities, any such client (1) experiences its own financial problems or becomes insolvent, which can lead
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to our failure to be paid for services we have provided; (2) reduces its operations or its real estate facilities; (3) changes its real estate strategy, such as no longer outsourcing its real estate operations; (4) changes its providers of real estate services; or (5) merges with another corporation or otherwise undergoes a change of control.
Competitive conditions, particularly in connection with large clients, may require us to compromise on certain contract terms relating to the payment of fees, the extent of risk transfer, acting as principal rather than agent in connection with supplier relationships, liability limitations and other contractual terms, or in connection with disputes or potential litigation. If competitive pressures lead us to accept higher levels of potential liability under our contracts, the cost of operational errors and other activities for which we have indemnified our clients could increase and may not be fully covered by insurance, which could adversely affect our business, financial condition and results of operations.
Our brand and reputation are key assets of our company and will be affected by how we are perceived in the marketplace.
Our brand and its attributes are key assets, and we believe our continued success depends on our ability to preserve, grow and leverage the value of our brand. Our ability to attract and retain clients is highly dependent upon the external perceptions of our expertise, level of service, trustworthiness, business practices, management, workplace culture, financial condition, our response to unexpected events and other subjective qualities. Negative perceptions or publicity regarding these matters, whether or not accurate or material, could erode trust and confidence in us, damage our reputation or make it difficult for us to attract or retain clients. Unfavorable perceptions of our brand and reputation could also make it more difficult to attract and retain talented personnel. Negative public opinion could result from actual or alleged conduct in any number of activities or circumstances, including the personal conduct of individuals associated with our brand, handling of client complaints, of interest, regulatory compliance, the use and protection of sensitive information, and from actions taken by regulators or others in response to any such conduct. The increased use of social media and digital platforms may amplify the speed and scope of reputational to our brand.
Our brand and reputation may also be harmed by actions taken by third parties that are outside our control. For example, any shortcoming of or controversy related to a third-party vendor may be attributed to us, thus damaging our reputation and brand value and increasing the attractiveness of our competitors’ services. Also, actions of our joint venture and strategic partners or our alliance and affiliate firms may adversely affect the value of our investments, result in litigation or regulatory action against us, or otherwise damage our reputation and brand. Negative perceptions or publicity could materially and adversely affect our results of operations and financial condition. For other operational and security risks from our reliance on these third parties, see “Interruption or failure of our information technology, communications systems or data services could our ability to provide our services effectively, which could materially our business, reputation, financial condition and results of operations” and “A security or other relating to our information systems could lead to confidential information being which could increase the risk of liability and our reputation” under “Risks Related to Our Business and Industry” in this Item 1A, “Risk Factors” in this Annual Report.
The protection of our brand, including related trademarks and other intellectual property, may require the expenditure of significant financial and operational resources. Moreover, the steps we take to protect our brand may not adequately protect our rights or prevent third parties from infringing or misappropriating our trademarks. Any unauthorized use by third parties of our brand may adversely affect our business. Furthermore, we may face claims of infringement or other violations of third-party intellectual property rights, including internationally, which may restrict us from leveraging our brand in a manner consistent with our business goals.
We have numerous local, regional and global competitors across all of our service lines and the geographies that we serve, and our inability to effectively coordinate and cross-sell our services could lead to significant future competition.
We operate in a highly competitive environment across all of our service lines and geographies. Our business depends in part on our ability to collaborate across service lines, including effective cross-selling, joint marketing and the sharing of technical expertise, in order to deepen client relationships, increase wallet share and differentiate our platform and service offerings. If we are unable to effectively execute our cross-selling strategy, our ability to attract new clients, retain existing clients and expand the scope of services provided to those clients may be adversely affected.
We compete for business across a variety of service lines within the commercial real estate services industry, including Services (including property, facilities, and project management), Leasing, Capital markets (including representation of both buyers and sellers in real estate sales transactions and the arrangement of equity, debt and structured financing), Valuation and advisory on real estate appraisals and debt and equity decisions. Our relative
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competitive position varies significantly across geographies, property types and service lines. Depending on the geography or service, we face competition from other commercial real estate services providers, outsourcing companies, in-house corporate real estate departments, institutional lenders, insurance companies, investment banking firms, investment managers, accounting firms and consulting firms. Further industry consolidation could result in larger or more specialized competitors that are better positioned to compete for clients or specific mandates.
In addition, our business depends on long-term client relationships and revenues generated under service agreements, many of which may be terminated by clients for convenience on short notice or without notice. In a competitive market, if we are unable to maintain client relationships, renew existing agreements or replace terminated agreements, or expand services provided to existing clients, our business, results of operations and financial condition could be materially adversely affected.
Infrastructure disruptions may impede our ability to manage real estate for clients.
The buildings we manage for clients, which include some of the world’s largest office properties, logistics facilities and retail centers, are used by numerous people daily. We also manage certain critical facilities (including data centers) that our clients rely on to serve the public and their customers, where unplanned downtime could disrupt their businesses or even impact public safety. Events like fires, earthquakes, tornadoes, hurricanes, floods, other natural disasters, global health crises, building defects, terrorist attacks, mass shootings, government intervention or property seizure could result in significant damage to property and infrastructure as well as personal injury or loss of life, which could disrupt our ability to effectively manage client properties. Further, to the extent we are held to have been negligent in connection with our management of such affected properties, we could incur significant financial liabilities and reputational .
Our historical growth has benefited from mergers, acquisitions and investments, which may not perform as expected, and similar opportunities may not be available in the future.
Historically, a significant component of our growth has been generated by mergers and acquisitions (“M&A”). Any future growth through M&A will depend in part upon the continued availability of suitable acquisition targets at favorable prices and on favorable terms, as well as sufficient funds from our cash on hand, cash flow from operations, or equity or debt financing, any of which may not be available to us. At times, we may not have the ability and resources to identify, evaluate and manage every M&A opportunity and may miss out on potentially beneficial opportunities. In addition, if we incur additional indebtedness or prioritize M&A over optional debt repayments, the risks associated with our leverage could increase. See “Risks Related to Our Indebtedness,” below. Additionally, we complete M&A with the expectation they will result in various benefits such as enhanced revenues, strengthened market position or cost synergies, but these results are not guaranteed. Failure to achieve the anticipated benefits of any completed M&A could affect our business, financial condition and results of operations.
We have also entered into strategic partnerships, alliances, investments and joint ventures from time to time to conduct certain businesses or to operate in certain geographies, and we will consider doing so in appropriate situations in the future. These arrangements involve many of the same risks as M&A, but in addition we may not have the ability to direct the management or policies of a partnership, alliance firm, investment or joint venture, particularly if we are the minority owner. In addition, certain of our strategic investments are funded with corporate capital, which exposes us to greater risk of loss than our traditional real estate services activities, as we bear the risk that these investments will not be able to generate sufficient cash flows for us to fully recover our capital contributions.
Certain of our previous investments have not generated the return or positive impact on our business that we originally expected. If other such partnerships act contrary to our interests, or otherwise fail to perform as expected in the future, it could harm our brand, business, financial condition and results of operations.
Our goodwill or our equity method investments could become impaired, which may require us to take significant non-cash charges against earnings.
Under current accounting guidelines, we must assess at least annually for goodwill and at least quarterly for equity method investments, and potentially more frequently, whether the value of our goodwill or equity method investments has been impaired. Any impairment of goodwill or equity method investment as a result of such analysis would result in a non-cash charge against earnings, and such charge could materially adversely affect our reported results of operations, shareholders’ equity and our common share price. For example, in the fourth quarter of 2025, we recognized an other-than-temporary impairment loss related to our equity method investment in Cushman Wakefield Greystone LLC (the “Greystone JV”) which negatively affected our results of operations. A
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significant and sustained decline in our future cash flows, a significant adverse change in the economic environment, slower growth rates or the decline of our common share price below our net book value per share for a sustained period could result in the need to perform additional impairment analysis in future periods. Similarly, a significant and sustained decline in the future operating results or cash flows of the underlying equity method investee, or a significant adverse change in the economic or regulatory environment that may have an adverse effect on fair value could result in the need to perform additional other-than-temporary impairment analyses on equity method investments in future periods. If we were to conclude that a future write-down of goodwill or equity method investments is necessary, then we would record such additional charges, which could materially adversely affect our results of operations.
Our business, financial condition, results of operations and prospects could be adversely affected by our failure to comply with existing and new laws, regulations and licensing requirements applicable to, or maintain adequate insurance coverage for, our Company or service lines.
We are subject to numerous U.S. federal, state, local and non-U.S. laws and regulations specific to our different service lines. Many of the services we provide (including brokerage of real estate sales and leasing transactions, property and facilities management, project management, conducting real estate valuation and securing debt for clients, among other service lines) require that we comply with regulations and maintain licenses in the various jurisdictions in which we operate. The Company and certain of our subsidiaries and service lines are subject to regulation and oversight by the SEC and NYSE or other foreign and state regulators or self-regulatory organizations. If we or our personnel conduct regulated activities without a required license, or otherwise violate applicable laws and regulations, we could be required to pay fines or return commissions, have a license suspended or revoked, or be subject to other adverse action. Licensing requirements could also impact our ability to engage in certain types of transactions or businesses or affect the cost of conducting business.
We are also subject to laws of broader applicability, such as environmental, tax (including income and payroll), antitrust and employment laws and anti-bribery, anti-money laundering and anti-corruption laws. Failure to comply with these requirements could result in the imposition of significant fines by governmental authorities, awards of damages to private litigants and significant amounts paid in legal fees or settlements of these matters. Further, new or revised legislation or regulations applicable to our business, both within and outside of the United States, may have an adverse effect on our business, including increasing the cost of conducting business or preventing us from engaging in certain types of transactions.
Furthermore, we maintain various types of insurance as part of our risk management strategy and to satisfy the requirements of many of our contracts. In recent years, the insurance market has been characterized by higher premiums, diminished capacity and more conservative underwriting. If these market conditions continue in future, or if we experience an increase in the number or severity of claims incurred, insurance carriers may be unwilling to provide our current levels of coverage in the future without a significant increase in insurance premiums, self-insured retention limits, or collateral requirements to cover our obligations to them. The occurrence of these types of changes to our insurance policies, as well as the occurrence of insurance claims higher than our estimates, could adversely affect our business, financial condition and results of operations.
Exposure to additional tax liabilities stemming from our global operations, as well as changes in tax legislation or tax rates, could adversely affect our financial results.
We operate in many jurisdictions with complex and varied tax regimes and are subject to different forms of taxation resulting in a variable effective tax rate. In addition, we are sometimes required to make subjective determinations with respect to the application of tax law, to which the tax authorities where we operate may not agree, and this could result in disputes and the payment of additional funds, which could have an adverse effect on our results of operations. Further, changes in tax legislation or tax rates (or expiration of certain favorable tax rules) may occur in one or more jurisdictions where we operate, which could materially impact our financial results.
In addition, changes in tax laws or regulations and multi-jurisdictional changes enacted in response to the action items provided by the Organization for Economic Co-operation and Development (the “OECD”), including the “Pillar Two” initiative, increase tax uncertainty and could impact our effective tax rate and provision for income taxes. For example, in response to the Pillar Two initiative, Bermuda enacted the Bermuda Corporate Income Tax Act 2023, which became effective for tax years starting on January 1, 2025. Such legislation and initiatives (or other action items provided by the OECD) could have an impact on our results of operations and financial position in the future as resulting tax laws continue to go into effect.
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Bermuda’s limited network of international tax treaties may present an incremental tax risk.
The Company is a Bermuda exempted company intended to be an income tax resident solely in Bermuda. Bermuda has no comprehensive income tax treaties and only a very limited number of special purpose tax treaties. Following the Redomiciliation, certain tax treaty benefits may not be available with respect to various intercompany distributions and other intercompany transactions or dispositions that were historically available to us as a company formerly incorporated in England and Wales and operated to minimize or eliminate withholding and other taxes. This may impact our ability to make intercompany distributions or engage in other intercompany transactions, subject us to material withholding or other taxes and adversely impact our cash flows and liquidity.
A failure by third parties to comply with contractual, regulatory or legal requirements could result in economic or reputational harm to us.
We rely on third parties, including subcontractors, to perform activities on behalf of our organization in order to improve quality, increase efficiencies, cut costs and lower operational risks across our business and the services we provide. We have instituted a Global Vendor/Supplier Integrity Policy, which sets out the standards of conduct we expect our vendors and suppliers to uphold. Our contracts with these third parties typically impose contractual obligations to comply with our policies. In addition, we leverage technology and service providers to help us screen vendors, with the aim of gaining a deeper understanding of the compliance, data privacy, health and safety and other risks posed to our business by potential and existing vendors, as applicable. However, these policies, contractual provisions and screening processes may not prevent or detect all instances of third-party noncompliance, misconduct or failure. If our third parties do not meet contractual, regulatory or legal requirements, or do not have the proper safeguards and controls in place, we could be exposed to increased operational, regulatory, financial or reputational risks. Further, a by third parties to comply with service level agreements or to otherwise provide services in a high-quality and timely manner could result in economic or reputational to us. In addition, these third parties face their own technology, operating and economic risks, and any significant by them could cause to our reputation and to our business.
We face risks related to climate change, including physical and transition risks, and with respect to other environmental conditions.
The physical effects of climate change, such as extreme weather conditions and natural disasters occurring more frequently, could have a material adverse effect on our operations and business. To the extent these events occur in regions where we operate, we, our vendors or our clients could experience prolonged infrastructure or service disruptions which could disrupt our or their ability to conduct business. These conditions could also result in increases in our operating costs and in the costs of managing properties for clients over time. If they persist long-term, these effects could also cause a decline in demand for commercial real estate in certain regions or with certain clients.
Additionally, we face climate-related transition risks, including shifts in market preferences toward low carbon solutions and sustainable products and services. If we do not continue to develop and maintain effective strategies, operational practices, solutions and technologies to help clients meet stricter environmental regulations or their own sustainability goals, we may not be able to compete effectively for certain business opportunities in the future.
Further, changes in environmental laws or regulations across the globe, including emissions and other climate-related reporting requirements, which could result in us being subject to differing requirements in multiple jurisdictions, increase our sustainability compliance and reporting costs or increase the risk that we are subject to litigation or government enforcement actions. For example, in 2025, we incurred costs in preparing for the Corporate Sustainability Reporting Directive in the European Union (“EU”), other climate-related directives in the EU and climate disclosure rules in the State of California and, as we become subject to phased in requirements, these regimes are expected to increase our sustainability compliance and reporting costs.
In addition, we have announced certain greenhouse gas emissions targets and other environmental goals. These targets and goals are voluntary, subject to change and should be considered aspirational. There is no guarantee we will be able to successfully achieve these objectives, or any of our other sustainability initiatives or commitments, on the desired time frames or at all. Nevertheless, failure to achieve such goals, or a perception of our failure to achieve them, could result in reputational damage, client dissatisfaction and, in turn, reduced revenue and profitability.
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Furthermore, we may be subject to environmental liability as a result of our role as a property, facility or project manager. Various laws and regulations impose liability on real property operators for the costs of remediating environmental contamination at a property, and we could be found liable for such costs, even in cases where we are not at fault. In the event of a substantial liability, our results of operations and financial condition could be adversely affected.
Risks Related to Our Indebtedness
The agreements governing our indebtedness impose certain operating and financial restrictions on us, and in an event of a default, all such indebtedness could become immediately due and payable.
We are party to a credit agreement (as amended from time to time, the “2018 Credit Agreement”) which governs $1.7 billion in aggregate principal amount of outstanding term loans (the “Term Loans”), a $1.0 billion revolving credit facility (the “Revolver”) under which no funds are currently drawn, and any future indebtedness issued thereunder. We are also subject to an indenture governing $650.0 million in aggregate principal amount of 6.750% senior secured notes due in 2028 (the “2028 Notes”) and an indenture governing $400.0 million in aggregate principal amount of 8.875% senior secured notes due in 2031 (the “2031 Notes” and, together with the 2028 Notes, the “Senior Secured Notes”). The 2018 Credit Agreement as well as the indentures governing the Senior Secured Notes (the “Senior Note Indentures”) impose operating and other restrictions on us and many of our subsidiaries. Specifically, these restrictions may affect and, in many respects, limit or prohibit, our ability to:
• plan for or react to market conditions;
• meet capital needs or otherwise carry out our activities or business plans; and
• finance ongoing operations, strategic M&A, investments or other capital needs or engage in other business activities that would be in our interest, including:
◦ incurring or guaranteeing additional indebtedness;
◦ granting liens on our assets;
◦ undergoing fundamental changes;
◦ making investments;
◦ transferring or selling assets;
◦ making acquisitions;
◦ engaging in transactions with affiliates;
◦ amending or modifying certain agreements relating to junior financing and charter documents;
◦ paying dividends or making distributions on or repurchases of share capital;
◦ repurchasing indebtedness; and
◦ entering into consolidations and mergers.
In addition, under certain circumstances we will be required to satisfy and maintain a specified financial ratio under the 2018 Credit Agreement. See Note 11: Long-Term Debt and Other Borrowings of the Notes to the Consolidated Financial Statements for additional information. Our ability to comply with the financial ratio and the other terms of the 2018 Credit Agreement and the Senior Note Indentures can be affected by events beyond our control, including prevailing economic, financial market and industry conditions, and we cannot give assurance that we will be able to comply when required. These terms could have an adverse effect on our business by limiting our ability to take advantage of financing, M&A, capital expenditures or other opportunities.
A breach of the restrictive covenants in the 2018 Credit Agreement or the Senior Note Indentures could result in an event of default. If any such event of default occurs, the lenders under the 2018 Credit Agreement or the holders of the Senior Secured Notes may elect to declare all outstanding borrowings, together with accrued interest and other fees, to be immediately due and payable and to foreclose on collateral pledged thereunder. The lenders under the 2018 Credit Agreement also have the right in these circumstances to terminate any commitments they have to provide further borrowings. In addition, an event of default under the 2018 Credit Agreement or the Senior Note Indentures could trigger a cross-default or cross-acceleration under our other material debt instruments and credit agreements, if any.
Borrowings under the 2018 Credit Agreement and the Senior Note Indentures are jointly and severally guaranteed by substantially all of our material subsidiaries organized in the United States and certain of our subsidiaries organized in the United Kingdom that directly or indirectly own material U.S. operations, subject to certain
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exceptions. Each guarantee is secured by a pledge of substantially all of the assets of the subsidiary giving the pledge.
Moody’s Investors Service, Inc. and S&P Global Ratings rate the Term Loans and the Senior Secured Notes. These ratings, and any downgrades or any written notice of any intended downgrading or of any possible change, may affect our ability to borrow or to refinance or reprice our existing indebtedness as well as increase the costs of our future borrowings.
Our amount of indebtedness may adversely affect our available cash flow and our ability to operate our business, remain in compliance with our debt covenants and make payments on our indebtedness.
We have a substantial amount of indebtedness. As of December 31, 2025, our total indebtedness, including finance lease liabilities, was approximately $2.7 billion. This level of indebtedness increases the possibility that we may be unable to make required payments and satisfy our other obligations when they become due. Our ability to pay interest and required principal payments on our indebtedness primarily depends upon cash flows generated by our operating performance. As a result, prevailing economic conditions and financial, business and other factors, many of which are beyond our control, may affect our ability to make these payments and reduce our level of indebtedness over time. If we are unable to satisfy our obligations with respect to our indebtedness, including compliance with restrictive covenants in the agreements governing our indebtedness, it could trigger an event of default under such agreements, which could have a material adverse effect on our business, prospects, results of operations and financial condition.
Our indebtedness, combined with our other financial obligations and contractual commitments, could have other important consequences. For example, it could:
• require us to dedicate a portion of our cash flow to payments on our indebtedness, thereby reducing cash available to fund working capital, capital expenditures and M&A and impeding our ability to fund growth initiatives;
• cause us to sell assets or businesses to manage our indebtedness, reducing our future revenue potential;
• expose us to the risk that if unhedged, or if our hedges are ineffective, interest expense on our variable rate indebtedness could increase;
• limit our flexibility to plan for or react to changes in our business or our industry;
• place us at a competitive disadvantage compared to our competitors that are less highly leveraged;
• limit our ability to borrow additional amounts for capital expenditures, M&A, execution of our business strategy or other purposes; and
• cause us to pay higher interest rates if we need to refinance our indebtedness at a time when prevailing market interest rates are unfavorable.
Any of the above listed factors could have a material adverse effect on our business, prospects, results of operations and financial condition.
In 2024 and 2025, the U.S. Federal Reserve lowered interest rates, which contributed to improved credit markets for debtors; however interest rates remain elevated compared to levels in 2021. We have actively managed our indebtedness through additional refinancings, repricings and interest rate hedges; however, there can be no assurance that such refinancing or repricing transactions will be available to us in the future or on acceptable terms or that such hedging measures will be available or effective in the future. Accordingly, any future increases in interest rates could significantly increase the amount of interest expense we incur on our indebtedness.
Despite our current indebtedness levels, we and our subsidiaries may still be able to incur more indebtedness, which could further exacerbate the risks associated with our leverage.
We may incur additional indebtedness from time to time to fund our working capital requirements or, to finance strategic M&A, investments or joint ventures or for other strategic purposes, subject to the restrictions contained in the agreements governing our indebtedness. Although the 2018 Credit Agreement and the Senior Note Indentures contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. Incurring additional indebtedness would increase the risks associated with our leverage, including our ability to service our indebtedness
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Legal and Regulatory Risks
We are subject to various litigation and regulatory risks and may face financial liabilities and/or damage to our reputation as a result of litigation.
We are exposed to various litigation risks, and from time to time we are party to various legal proceedings that involve claims for substantial amounts of money or seek injunctive or other equitable relief. We depend on our business relationships and our reputation for high-caliber professional services to attract and retain clients. As a result, allegations against us, irrespective of the validity or ultimate outcome of those allegations, may harm our professional reputation and, as such, materially damage our business and its prospects, in addition to any financial impact.
As a licensed real estate broker and provider of commercial real estate services, we and our licensed sales professionals and independent contractors that work for us are subject to statutory due diligence, disclosure and standard-of-care obligations. Failure, or alleged failure, to fulfill these obligations could subject us, our sales professionals or independent contractors to litigation or regulatory actions by parties that have purchased, sold or leased properties that we brokered or managed in the jurisdictions in which we operate.
We are subject to claims by participants in real estate sales and leasing transactions, as well as by building owners, tenants and occupiers for whom we provide management services, alleging that we did not fulfill our obligations. We are also subject to claims made by clients for whom we provided appraisal and valuation services and/or third parties who perceive themselves as having been negatively affected by our appraisals and/or valuations. We also could be subject to audits, fines and/or regulatory actions from various local real estate authorities if they determine that we are violating licensing laws by failing to follow certain laws, rules and regulations.
In our Services businesses, we hire and supervise third-party contractors to provide many services for our managed properties. We may be subject to claims for defects, negligent performance of work or other similar actions or omissions by third parties we do not control. Moreover, our clients may seek to hold us accountable for the actions of contractors because of our role as property manager, facilities manager or project manager, even if we have technically disclaimed liability as a contractual matter. In certain cases, we may be pressured to contribute to a financial settlement in order to preserve the client relationship.
We operate in highly competitive industries, and our business could be adversely affected by litigation brought by antitrust regulators or private parties regarding alleged anti-competitive practices, including the current lawsuit discussed elsewhere in this Annual Report.
Because we employ large numbers of building staff in facilities that we manage, we face the risk of potential claims relating to employment injuries, termination and other employment matters. While we are occasionally indemnified by building owners or occupiers in respect to such claims, this does not represent the majority of claims or actions we defend. We also face employment-related claims as an employer with respect to our corporate employees and other personnel for which we would bear ultimate responsibility in the event of an adverse outcome in such matters.
In addition, especially given the size of our operations, there is always a risk that a third party may claim that our systems or offerings, including those used by our advisors and clients, may infringe such third party’s intellectual property rights. Any such claims or litigation, whether successful or unsuccessful, could require us to enter into settlement agreements with such third parties to stop or revise our use or sale of affected systems, products or services, or to pay damages, which could materially negatively affect our business.
Adverse outcomes of disputes and litigation could have a material adverse effect on our business, financial condition, results of operations and prospects. In the event of a substantial loss or certain types of claims, our insurance coverage and/or self-insurance reserve levels might not be sufficient to pay the full damages. Additionally, in the event of grossly negligent or intentionally wrongful conduct, insurance policies that we may have may not cover us at all. Any of these events could materially negatively impact our business, financial condition, results of operations and prospects.
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Because our parent company is incorporated under the laws of Bermuda, the rights of our shareholders may be limited or otherwise differ from the rights afforded to shareholders of a U.S. corporation.
Our parent company is incorporated under the laws of Bermuda, which differ in certain ways from the rights afforded to investors of typical U.S. corporations. Among other things, these differences include:
• U.S. investors may have difficulty enforcing judgments against our company or our directors or officers. The United States and Bermuda do not currently have a treaty providing for the reciprocal recognition and enforcement of judgments in certain civil and commercial matters. Additionally, our bye-laws provide that the courts of Bermuda will be the exclusive forum for the resolution of all shareholder complaints other than complaints arising under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Bermuda courts will not enforce a U.S. federal securities law that is either penal or contrary to Bermuda public policy. Certain remedies available under the laws of U.S. jurisdictions, including certain remedies under U.S. federal securities laws, would not be available under Bermuda law or enforceable in a Bermuda court, as they are likely to be contrary to Bermuda public policy. Finally, it may not be possible to pursue in a Bermuda court claims arising under U.S. laws that do not have extraterritorial effect, which could include direct claims our company or our directors and officers for of U.S. federal securities laws.
• Our bye-laws restrict shareholders from bringing certain legal actions against our officers and directors. Our bye-laws contain a waiver by shareholders for any claim or right of action a shareholder might have (whether individually or by or in the right of the company) against any director or officer of the company arising from any action or inaction by such director or officer in the performance of his or her duties for us, but excluding any claim or right of action arising out of the fraud or dishonesty of such person or to recover any gain, personal profit or advantage.
• Certain provisions in our bye-laws and the Bermuda Companies Act may have anti-takeover effects that could prevent a change in control. For example, our bye-laws include provisions that: (1) provide the current declassified structure of our Board will continue until the annual general meeting in 2028; (2) allow our Board to establish and authorize the issuance of one or more series of preference shares in the future with such rights, preferences and designations as determined by our Board, without further action by our shareholders; and (3) allow our Board to grant rights to subscribe for our common shares and/or depositary interests representing our common shares, which could have a dilutive effect to a potential hostile acquirer (provided that we have committed that we will not use the power to issue preference shares for any defensive or anti-takeover purpose or for the purpose of implementing any shareholder rights plan without the approval of shareholders). In addition, Bermuda law limits certain actions by holders without Board or shareholder consent to acquire our company without certain substantial ownership of shares.
For additional information regarding the rights of our shareholders, see our memorandum of association, our bye-laws and the description of share capital filed as exhibits to this Annual Report.
Risks Related to Our Common Shares
Under our current capital allocation strategy, we do not intend to pay cash dividends on our common shares for the foreseeable future.
Under our current capital allocation strategy, we intend to retain future earnings, if any, for future operation, expansion, debt repayment and potential share repurchases, and we do not intend to pay any cash dividends for the foreseeable future. The declaration and payment of any dividends by us would be subject to applicable law and our bye-laws, which currently provide that all dividends must be approved by our Board and subject to certain customary solvency requirements post distribution. Any decision to declare and pay dividends in the future will be made at the discretion of our Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions, restrictions imposed by applicable law and other factors that our Board may deem relevant at such time. In addition, as a holding company with nominal net worth, our ability to pay dividends is dependent upon receiving cash dividends and distributions or other transfers from our subsidiaries and their ability to make such dividends and distributions to us. Further, the ability to pay dividends may be limited by covenants set forth in the agreements governing the existing or future indebtedness of us or our subsidiaries, including the 2018 Credit Agreement and the Senior Note Indentures. As a result, in the absence of us returning capital to our shareholders through a cash dividend or otherwise, you may not receive any return on your investment in our common shares unless you sell our common shares for a price than what you initially paid for them.
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