10-K: Cushman & Wakefield Reports 9% Revenue Growth in 2025
Annual Report
Cushman & Wakefield Ltd. reported a 9% increase in total revenue to $10.3 billion for the year ended December 31, 2025, despite a significant impairment loss on its Greystone JV investment.
Summary
- Total revenue for the year ended December 31, 2025, increased 9% to $10.3 billion from $9.4 billion in 2024.
- Services revenue grew 4% (or 6% excluding the impact of a non-core business sale in August 2024), reflecting continued momentum across all segments.
- Leasing revenue increased 8%, primarily driven by office and industrial leasing in the Americas.
- Capital markets revenue saw a 19% increase, with strong performance across all segments and asset classes.
- Valuation and other revenue increased 9% from the prior year.
- Net income for 2025 was $88.2 million, a decrease of $43.1 million from $131.3 million in 2024.
- Diluted earnings per share for 2025 was $0.38, down from $0.56 for 2024.
- A one-time other-than-temporary impairment loss of $177.0 million was recognized on the investment in the Greystone JV.
- Adjusted EBITDA increased 13% to $656.2 million from $581.9 million in 2024, with an Adjusted EBITDA margin of 9.3% (up from 8.8%).
- Net cash provided by operating activities increased by $132.4 million to $340.4 million in 2025.
- The company completed three repricings of its Term Loans in 2025, achieving the lowest credit spread in its history, and prepaid $300.0 million in principal outstanding.
- Liquidity as of December 31, 2025, stood at $1.8 billion, comprising $1.0 billion availability on its undrawn revolving credit facility and $0.8 billion in cash and cash equivalents.
- On November 27, 2025, the company completed a Redomiciliation, changing its parent company's jurisdiction of incorporation from England and Wales to Bermuda.
Sentiment
Score: 4
Explanation: StockSavvy.ai views this as a mixed report with strong revenue growth and improved Adjusted EBITDA, but the significant decline in net income and EPS due to the Greystone JV impairment, coupled with historical stock underperformance against peers, indicates underlying challenges.
Positives
- Total revenue increased by a robust 9% to $10.3 billion in 2025, demonstrating strong top-line growth.
- Capital markets revenue surged by 19%, indicating improved debt availability and strong transaction volumes.
- Leasing revenue grew 8%, driven by strength in key sectors like office and industrial in the Americas.
- Adjusted EBITDA increased by 13% to $656.2 million, with the Adjusted EBITDA margin expanding to 9.3%, reflecting operational efficiency.
- Net cash provided by operating activities significantly improved, increasing by $132.4 million to $340.4 million.
- The company actively managed its debt, completing three Term Loan repricings at favorable rates and prepaying $300.0 million in principal.
- Liquidity remains strong at $1.8 billion, providing financial flexibility.
- The Revolver's maturity date was extended from April 28, 2027, to October 21, 2030, enhancing long-term financial stability.
- Tax expense decreased due to the release of valuation allowances in certain foreign jurisdictions, including $17.1 million in the U.K. and $9.2 million in Australia.
Negatives
- Net income decreased by 33% to $88.2 million in 2025, down from $131.3 million in 2024.
- Diluted earnings per share declined from $0.56 in 2024 to $0.38 in 2025.
- A significant one-time other-than-temporary impairment loss of $177.0 million was recognized on the investment in the Greystone JV.
- Lower earnings from the Greystone JV were also attributed to changes in mortgage loan origination volumes and higher provisions for credit losses.
- Employment costs increased by approximately $398.0 million in costs of services and $95.0 million in operating, administrative, and other expenses.
- The company continues to face macroeconomic challenges and uncertainties, including inflation, trade policy, and interest rate volatility, which may negatively impact business.
- Sociopolitical polarization and changes in political landscapes are identified as risks that could increase costs, create labor challenges, and affect competitiveness.
- Foreign currency volatility impacted reported results, with approximately 30% of revenue transacted in non-USD currencies.
- The company's 5-year total shareholder return significantly underperformed both the S&P 500 and its industry peer group.
Risks
- Business is significantly impacted by general macroeconomic conditions and global/regional demand for commercial real estate.
- Macroeconomic uncertainty, including inflation, trade policy, unemployment, interest rates, and foreign currency volatility, may negatively impact business.
- Continuing prevalence of hybrid working models could result in structural changes to commercial real estate utilization.
- Sociopolitical polarization and changes in political landscapes may increase costs, create labor challenges, decrease competitiveness, and negatively affect reputation.
- International operations expose the company to political instability, staffing difficulties, rising insurance premiums, currency restrictions, adverse tax consequences, and complex regulatory compliance.
- Exposure to anti-corruption, import/export control, and trade sanctions laws (e.g., U.S. Foreign Corrupt Practices Act) could result in fines or sanctions.
- Foreign currency volatility, with approximately 30% of revenue in non-USD currencies, can affect operating results.
- Significant portions of revenue and cash flow are seasonal, particularly for Leasing and Capital markets, leading to potential fluctuations and disproportionate impact from Q4 disruptions.
- Success depends on the ability to recruit and retain qualified revenue-producing advisors and senior management, with significant competition and high turnover risk.
- Failure to maintain and execute information technology strategies, including the adoption and integration of Artificial Intelligence (AI), could impair competitiveness and efficiency.
- Increasing use of AI technologies presents emerging risks such as disintermediation, inaccurate/biased outputs, intellectual property infringement claims, and reliance on third-party AI platforms.
- Interruption or failure of information technology, communications systems, or data services could harm business, reputation, and financial results.
- Security breaches or other threats to information systems could lead to confidential information exposure, increasing liability and damaging reputation.
- Failure to comply with current and future cybersecurity, AI governance, and data privacy laws and regulations could result in investigations, fines, and penalties.
- Concentration of business with specific corporate clients increases risk if clients face financial problems, reduce operations, or change real estate strategy.
- Competitive conditions may require compromising on contract terms, potentially increasing liability for operational errors.
- Brand and reputation are key assets, and negative perceptions or publicity could materially and adversely affect results.
- Highly competitive environment across all service lines and geographies, with potential for increased competition from larger or more specialized firms.
- Infrastructure disruptions (e.g., natural disasters, building defects, attacks) may impede the ability to manage real estate for clients.
- Historical growth from mergers, acquisitions, and investments may not perform as expected, and similar opportunities may not be available.
- Goodwill or equity method investments could become impaired, requiring significant non-cash charges against earnings (e.g., Greystone JV impairment).
- Failure to comply with existing and new laws, regulations, and licensing requirements, or to maintain adequate insurance coverage, could adversely affect the business.
- Exposure to additional tax liabilities from global operations and changes in tax legislation or rates (e.g., Pillar Two, Bermuda Corporate Income Tax Act 2023) could impact financial results.
- Bermuda's limited network of international tax treaties may present incremental tax risk, affecting intercompany distributions and withholding taxes.
- Failure by third parties (subcontractors, technology providers) to comply with contractual, regulatory, or legal requirements could result in economic or reputational harm.
- Risks related to climate change, including physical effects (extreme weather) and transition risks (shifts to low carbon solutions, stricter environmental regulations), could impact operations and costs.
- Potential environmental liability as a property, facility, or project manager for remediation costs.
- Agreements governing indebtedness impose operating and financial restrictions, and a default could make all indebtedness immediately due and payable.
- Substantial amount of indebtedness (approximately $2.7 billion) may adversely affect available cash flow and ability to operate.
- Ability to incur more indebtedness despite current levels could further exacerbate risks associated with leverage.
- Various litigation and regulatory risks, including claims for substantial amounts of money, antitrust lawsuits, and employment-related claims, could result in financial liabilities and reputational damage.
- Because the parent company is incorporated under the laws of Bermuda, the rights of shareholders may be limited or otherwise differ from those afforded to shareholders of a U.S. corporation, including difficulty enforcing judgments and anti-takeover effects.
Future Outlook
The company expects key drivers of revenue growth to include increasing complexity in real estate operations, demand for global service providers, a flight-to-quality in assets, and the impact of technology and AI, particularly in data centers. Management is focused on accelerating revenue, enhancing earnings per share, reducing leverage, and recruiting/retaining top talent. Plans include leveraging the global platform, investing in advanced technologies for new business and client expansion, and capturing market share in high-growth asset classes. The buy-out process for at least one U.K. defined benefit plan is anticipated to complete in 2026, and operating loss/foreign tax credit carryforwards will begin to expire in 2026. The company does not intend to pay cash dividends for the foreseeable future, prioritizing reinvestment in operations, expansion, debt repayment, and potential share repurchases.
Management Comments
- "Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report." (Michelle MacKay, CEO)
- "Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report." (Michelle MacKay, CEO)
- "Our experienced management team is focused on accelerating revenue, enhancing earnings per share, continuing to reduce leverage and recruiting and retaining top talent."
- "By prioritizing our employees, we are building a high-performing company—one that is positioned to seize new opportunities, drive sustainable growth and set the standard for excellence in our industry."
- "Our approach to client relationships is centered on collaboration and transparency. By building strong partnerships based on trust and mutual respect, we seek to ensure that our clients needs are met with the highest level of service and professionalism. With a client-centric operating model, we align ourselves to our clients success."
- "Our management believes that any liability imposed on us that may result from disposition of these lawsuits will not have a material effect on our consolidated financial position or results of operations."
- "We believe that we have maintained sufficient liquidity to satisfy our working capital and other funding requirements, including capital expenditures, and expenditures for human capital and contractual obligations, with operating cash flow and cash on hand and, as necessary, borrowings under our Revolver or funding from our A/R Securitization."
- "In the absence of a large strategic acquisition or other extraordinary events, we believe our cash on hand, cash flow from operations, availability under our Revolver and funding from the A/R Securitization will be sufficient to meet our anticipated cash requirements for the foreseeable future, and at a minimum for the next 12 months."
Industry Context
StockSavvy.ai notes that Cushman & Wakefield's revenue growth of 9% in 2025, particularly the 19% increase in Capital Markets and 8% in Leasing, aligns with broader industry trends of increasing complexity in real estate operations and a "flight-to-quality" among occupiers. The firm's focus on integrated global offerings and investment in advanced technologies, including AI, positions it to capitalize on the demand for sophisticated service providers in a fragmented market, mirroring strategies seen across leading commercial real estate firms. The continued macroeconomic uncertainty, however, remains a sector-wide headwind.
Comparison to Industry Standards
- The company's 2025 revenue growth of 9% represents a significant improvement compared to its 2024 performance, where total revenue slightly decreased from $9.5 billion in 2023 to $9.4 billion.
- The 5-year total shareholder return for Cushman & Wakefield (CWK) as of December 31, 2025, was $109.17, which significantly underperformed the S&P 500 ($182.25) and its industry peer group ($216.13).
- The industry peer group includes major global commercial real estate services companies such as Jones Lang LaSalle Incorporated (NYSE: JLL), CBRE Group, Inc. (NYSE: CBRE), Colliers International Group Inc. (Nasdaq: CIGI), and Newmark Group Inc. (Nasdaq: NMRK).
- The $177.0 million impairment loss on the Greystone JV highlights specific challenges in the multi-family lending sector, which may not be uniformly experienced by all competitors depending on their exposure to similar joint ventures or asset classes.
- The Adjusted EBITDA margin of 9.3% in 2025 shows an improvement from 8.8% in 2024, but a detailed comparison to the specific profitability margins of JLL, CBRE, Colliers, and Newmark would be necessary to fully assess its competitive standing.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Jurisdiction of Incorporation Change (Redomiciliation) | On November 27, 2025, Cushman & Wakefield plc (incorporated in England and Wales) completed a court-approved scheme of arrangement, resulting in Cushman & Wakefield Ltd. (a new Bermudan holding company) becoming the sole parent company. This changed the group's parent company jurisdiction from England and Wales to Bermuda. | November 27, 2025 | The Redomiciliation is not expected to have any material change on day-to-day operations, but Bermuda's limited tax treaties may present incremental tax risk, and shareholder rights may differ from those in a U.S. corporation, including potential anti-takeover effects in bye-laws. |
| Clawback Policy Adoption | A Clawback Policy was adopted, providing for the recoupment of certain incentive compensation from Executive Officers and Global Leadership Members in the event of an Accounting Restatement or Misconduct. | October 2, 2023 | Aims to reinforce integrity, accountability, and the pay-for-performance philosophy, aligning with NYSE Rules and Section 10D of the Exchange Act. It supersedes the previous 2018 Recoupment Policy. |
| Insider Trading Policy | The company maintains an insider trading policy governing the purchase, sale, and disposition of its securities by officers, directors, employees, and other Company Persons. | February 3, 2026 | Designed to promote compliance with federal, state, and foreign securities laws and prevent insider trading violations, including restrictions on short sales, publicly traded options, hedging transactions, and margin accounts/pledges. Insiders are subject to open window periods and pre-clearance requirements. |
| Board Oversight of AI Strategy | The Board of Directors has overall responsibility for risk oversight, delegating oversight of risks related to cybersecurity and AI strategy, governance, and enterprise risk management to the Audit Committee. | Ongoing | Ensures strategic oversight of emerging technologies and associated risks, with the CISO and information security team providing regular reports to the Audit Committee and Board. |
Legal Proceedings
- Payroll Tax Claims: The company is in a dispute with a non-U.S. tax authority over approximately $66.0 million in unpaid employer payroll tax contributions (plus interest) for tax years 2015-2021. An immaterial liability has been accrued, but a reasonably possible loss of up to $52.1 million (net of tax benefit) in excess of accrued amounts exists.
- U.S. Department of Justice Lawsuit: The company and one of its multifamily subsidiaries were added as defendants to a civil lawsuit by the DOJ and several state Attorneys General against RealPage, Inc., concerning the use of revenue management software. The DOJ is not currently seeking monetary fines from the company, but some Co-Plaintiffs could seek monetary relief. The company disputes the allegations, stating it does not own properties or set pricing.
- Breach of Warranty Claim (DTZ Group acquisition): A lawsuit pending since 2019 regarding a breach of warranty claim was settled with one insurer for $17.3 million in September 2024, and an additional $1.9 million from others. A February 2025 ruling dismissed the case, but the company will be required to pay costs to prevailing defendant insurers, with an immaterial liability recorded in Q3 2025.
- Greystone JV Indemnities: Greystone Servicing Company LLC (GSC), a subsidiary of the Greystone JV, agreed to indemnify Freddie Mac for claims related to 42 brokered mortgage loans. GSC's agreement with Fannie Mae was modified in Q3 2025 to increase loss share obligations for 65 loans with certain risk characteristics. The Greystone JV recorded a $62.3 million provision for loan losses in 2025, with the company's 40% equity interest share being $24.9 million.
Related Party Transactions
- Royalty fee income of $9.6 million was recognized from CWVS Holding Limited (the Onewo JV) in 2025.
- Approximately $52.0 million of expenses were incurred in 2025 for subcontracted APAC facilities management services through the Onewo JV.
- Receivables from revenue-producing advisors and other employees totaled $53.5 million (current) and $439.1 million (non-current) as of December 31, 2025, primarily representing prepaid commissions, retention/sign-on bonuses, and advances.
Stakeholder Impact
- Shareholders: Experience a decline in net income and EPS, and the stock has underperformed peers. No cash dividends are expected in the foreseeable future, with earnings retained for growth and debt reduction. Rights may be affected by the Bermuda incorporation.
- Employees: The company emphasizes recruiting, developing, and retaining top talent, reflected in increased employment costs. Stock-based compensation plans are in place, and a clawback policy applies to executive officers and global leadership members.
- Clients: Benefit from comprehensive global offerings, a focus on problem-solving, data-driven insights, and high-quality service, with expansion of existing client mandates.
- Creditors: Debt repricings and prepayments demonstrate active debt management and compliance with covenants, but the company maintains a substantial level of indebtedness.
- Suppliers/Vendors: The company relies on third-party providers for services and has a vendor risk management program in place to assess security and privacy practices.
Next Steps
- Continue to accelerate revenue, enhance earnings per share, and reduce leverage.
- Focus on recruiting and retaining top talent.
- Leverage the global platform and invest in advanced technologies to win new business and expand client relationships.
- Capture market share in high-growth asset classes, such as data centers.
- Bring data-driven insights to clients.
- Complete the buy-out process for at least one U.K. defined benefit plan in 2026.
- Address the expiration of operating loss carryforwards and foreign tax credit carryforwards starting in 2026.
- Negotiate costs with prevailing parties in the breach of warranty claim lawsuit.
- Continue to assess the payroll tax dispute in a non-U.S. jurisdiction, including the impact of recent court proceedings.
- Monitor and assess loan loss provisions for the Greystone JV, especially regarding modified Fannie Mae agreement.
Key Dates
| Date | Description |
|---|---|
| August 2, 2018 | Common shares listed for trading on the New York Stock Exchange under the symbol CWK. |
| August 21, 2018 | Company entered into an initial $3.5 billion credit agreement. |
| May 22, 2020 | Company issued $650.0 million of 6.750% senior secured notes due May 15, 2028. |
| August 24, 2023 | Company issued $400.0 million of 8.875% senior secured notes due September 1, 2031. |
| October 2, 2023 | Effective date of the Clawback Policy. |
| December 19, 2023 | Offer Letter from Cushman & Wakefield plc to Brett White. |
| January 1, 2024 | Adoption of ASU 2023-07 (Segment Reporting) retrospectively. |
| April 9, 2024 | Amendment No. 7 to the Credit Agreement. |
| June 18, 2024 | Company entered into a purchase agreement to sell a non-core Services business. |
| August 1, 2024 | Sale of non-core Services business closed. |
| September 30, 2024 | Company and a defendant insurer entered into a settlement agreement for $17.3 million related to a breach of warranty claim. |
| October 10, 2024 | Amendment No. 9 to the Credit Agreement. |
| January 1, 2025 | Bermuda Corporate Income Tax Act 2023 became effective for tax years starting on this date. |
| January 1, 2025 | Adoption of ASU 2023-05 (Business Combinations Joint Ventures) prospectively. |
| January 1, 2025 | Adoption of ASU 2023-09 (Income Taxes) prospectively. |
| January 22, 2025 | Company amended the 2018 Credit Agreement to reprice the 2030 Tranche-1. |
| February 2025 | A ruling was issued in the breach of warranty claim lawsuit, valuing the loss no greater than policy limits and dismissing the case prior to trial. |
| March 2025 | Company prepaid $25.0 million in principal outstanding under the 2030 Tranche-2 Term Loan. |
| June 2025 | Company prepaid $25.0 million in principal outstanding under the 2030 Tranche-2 Term Loan. |
| July 21, 2025 | Company amended the 2018 Credit Agreement to reprice the 2030 Tranche-2. |
| August 2025 | Company prepaid an additional $150.0 million in principal outstanding under the 2030 Tranche-1 Term Loan. |
| August 14, 2025 | Company amended the A/R Securitization to increase the maximum facility limit to $250.0 million. |
| October 1, 2025 | Company amended the 2018 Credit Agreement to reprice the 2030 Tranche-1. |
| October 21, 2025 | Company amended the 2018 Credit Agreement to decrease Revolver commitments to $1.0 billion and extend the maturity date to October 21, 2030. |
| November 27, 2025 | Cushman & Wakefield plc completed a court-approved scheme of arrangement, becoming Cushman & Wakefield Ltd. (Redomiciliation). |
| December 31, 2025 | Fiscal year ended. |
| January 6, 2026 | $120.0 million in aggregate capital outstanding under the A/R Securitization was repaid. |
| February 13, 2026 | Number of common shares outstanding was 231,821,697. |
| February 19, 2026 | Date of filing of the Annual Report on Form 10-K. |
| June 19, 2026 | A/R Securitization expires, unless extended. |
| 2026 | Expected completion of the buy-out process for at least one U.K. defined benefit plan. |
| 2026 | Operating loss carryforwards and foreign tax credit carryforwards begin to expire. |
| August 21, 2027 | Expiration of five interest rate swaps with a notional amount of $400.0 million. |
| May 15, 2028 | Maturity date of 6.750% Senior Secured Notes. |
| May 31, 2028 | Expiration of six interest rate swaps with a notional amount of $550.0 million. |
| 2028 | Current declassified structure of the Board will continue until the annual general meeting in this year. |
| January 31, 2030 | Maturity date of Term Loans (2030 Tranche-1 and 2030 Tranche-2). |
| October 21, 2030 | Extended maturity date of the Revolver. |
| September 1, 2031 | Maturity date of 8.875% Senior Secured Notes. |
| 2034 | Target to reduce absolute Scope 1 and 2 emissions across corporate offices and operations by 73.12% (from a 2019 base year). |
| 2034 | Target to reduce Scope 3 emissions by 66.33% per square foot of managed area for clients (from a 2019 base year). |
| 2050 | Target to achieve net zero for Scopes 1, 2, and 3 GHG emissions. |
Recommendation
holdWhile Cushman & Wakefield demonstrated strong revenue growth and improved Adjusted EBITDA, the substantial impairment loss on the Greystone JV and the resulting decline in net income and EPS are significant concerns. The company's stock has also underperformed its industry peers and the broader market over the past five years. Active debt management and a focus on strategic growth are positive, but the ongoing macroeconomic uncertainties and legal/regulatory risks warrant a cautious "hold" stance until there is clearer evidence of sustained profitability and improved shareholder returns relative to the market.
Keywords
Commercial Real Estate, Real Estate Services, Property Management, Facilities Management, Leasing, Capital Markets, Valuation, SEC Filing, 10-K, Financial Results, Adjusted EBITDA, Greystone JV, Debt Repricing, Liquidity, Risk Management, AI Technology, Cybersecurity, Bermuda Redomiciliation, Corporate Governance
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