Cushman & Wakefield Ltd. (CWK)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim Condensed Consolidated Financial Statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q (“Quarterly Report”) and with our audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 (our “2025 Annual Report”).

As discussed in “Cautionary Note Regarding Forward-Looking Statements” below, the following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results may materially differ from those discussed in such forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in “Risk Factors” in Part I, Item 1A of our 2025 Annual Report and Part II, Item 1A in this Quarterly Report. Our fiscal year ends December 31.

Cautionary Note Regarding Forward-Looking Statements

Some of the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report may contain forward-looking statements that reflect our current views with respect to, among other things, future events, results and financial performance, which are intended to be covered by the safe harbor provisions for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. We also discuss those risks, uncertainties and other factors in our 2025 Annual Report in Part I, Item 1A.

These statements can be identified by the fact that they do not relate strictly to historical or current facts, and you can often identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expect,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seek,” “predict,” “intends,” “plans,” “estimates,” “anticipate,” “target,” “forecasts” or the negative version of those words or other comparable words. Any forward-looking statements contained in this Quarterly Report are based upon our historical performance and on our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. You should not place undue reliance on any forward-looking statements and should consider the following factors, as well as the factors discussed under “Risk Factors” in this Quarterly Report and in our 2025 Annual Report in Part I, Item 1A. The Company believes that these factors include, but are not limited to:

•disruptions in general macroeconomic conditions and global and regional demand for commercial real estate;

•risks associated with sociopolitical polarization and changes in political landscapes;

•social, geopolitical and economic risks associated with its international operations;

•foreign currency volatility;

•the seasonality of significant portions of its revenue and cash flow;

•its ability to recruit and retain qualified revenue-producing advisors and senior management;

•its ability to maintain and execute its information technology strategies;

•the increasing use of artificial intelligence (“AI”) technologies in its operations and client service offerings and the inadequate deployment and governance of these AI technologies;

•interruption or failure of its information technology, communications systems or data services;

•its vulnerability to potential breaches in security or other threats related to its information systems;

•its ability to comply with cybersecurity, AI governance and data privacy laws and regulations and other confidentiality obligations;

•the concentration of business with specific corporate clients;

•its ability to preserve, grow and leverage the value of its brand;

•its ability to compete globally, regionally and locally and its ability to cross-sell its services;

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•the extent to which infrastructure disruptions may affect its ability to provide its services;

•the failure of its mergers, acquisitions and investments to perform as expected or the lack of future acquisition opportunities;

•the potential impairment of its goodwill or equity method investments;

•its ability to comply with new and existing laws, regulations or licensing requirements;

•changes in tax legislation or tax rates and its ability to make correct determinations in complex and varied tax regimes;

•incremental tax risk associated with Bermuda’s limited network of international treaties;

•the failure of third parties performing on its behalf to comply with contract, regulatory or legal requirements;

•risks related to climate change and with respect to other environmental conditions;

•restrictions imposed on the Company by the agreements governing its indebtedness;

•its amount of indebtedness and the potential adverse impact on its available cash flow and the operation of its business;

•its ability to incur more indebtedness;

•litigation and regulatory risks;

•the fact that the rights of its shareholders may be limited or otherwise differ in certain respects from the rights afforded to shareholders of a U.S. corporation;

•risks related to its capital allocation strategy including current intentions to not pay cash dividends; and

•other risk factors identified elsewhere in this Quarterly Report and under Item 1A of Part I of its 2025 Annual Report.

The factors identified above should not be construed as an exhaustive list of factors that could affect our future results and should be read in conjunction with the other cautionary statements that are included in this Quarterly Report. The forward-looking statements made in this Quarterly Report are made only as of the date of this Quarterly Report. We do not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of events or circumstances, new information, future developments or otherwise after the date of this report, except as required by applicable securities laws.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. You should specifically consider the factors identified in this Quarterly Report that could cause actual results to differ before making an investment decision to purchase our common shares.

Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.

Overview

Cushman & Wakefield is a leading global commercial real estate services firm driven to solve complex problems for real estate occupiers and investors. Led by an experienced executive team, our approximately 53,000 employees in over 350 offices and nearly 60 countries provide exceptional problem-solving, advisory and execution across the built environment. Our business is focused on meeting the increasing demands of our clients through comprehensive global offerings including (i) Services, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other services.

Recent Developments and Outlook

Effective January 1, 2026, the Company no longer reports “service line fee revenue”, as well as the following non-GAAP financial measures: (i) Adjusted EBITDA margin, (ii) Segment operating expenses and (iii) Fee-based operating expenses. The Company also revised the definition of “Cost of gross contract reimbursables” to include reimbursed costs including client-dedicated labor, subcontractor costs and third-party consumables specific to cost-based client contracts. Such costs are now being reported as “Gross contract costs” and comparative periods have been recast to conform with the revised presentation and definition. These costs are presented on a gross basis in total costs and expenses (with the corresponding fees included in revenue) and primarily relate to Services. The changes are intended to better align the Company’s reporting of financial performance with industry competitors and

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enhance decision making by the Company’s management. In addition, the Company refined the allocation of corporate costs to better align with results from its reportable segments, which impacted previously reported Adjusted EBITDA by segment with no impact to consolidated results. The reporting changes had no impact on the Company’s total revenue, consolidated net income, earnings per share or cash flows for any of the previously reported periods.

Second Quarter Results:

•Revenue of $2.8 billion for the second quarter of 2026 increased 11% from the second quarter of 2025.

◦Services revenue increased 8%, reflecting sustained momentum across all segments, led by higher facilities management and project management revenue.

◦Leasing revenue increased 27%, driven by growth in the Americas across all deal sizes, with continued strength in office and industrial leasing, including data centers.

◦Capital markets revenue decreased 1%, resulting from a 6% decline in the Americas driven primarily by declines in mid-sized transactions, most notably in the multi-family sector, partially offset by strength in EMEA and APAC.

◦Valuation and other revenue increased 10%.

•Net income of $52.7 million for the second quarter of 2026 decreased $4.6 million or 8% from the second quarter of 2025. Diluted earnings per share (“EPS”) was $0.22 for the second quarter of 2026, down $0.03, compared to $0.25 for the second quarter of 2025.

◦Adjusted EBITDA (as defined below) of $183.6 million increased $21.9 million or 14% from the second quarter of 2025.

•In June 2026, the Company amended its Credit Agreement to (i) reprice a senior secured term loan, reducing the interest rate by 50 basis points to 1-month Term SOFR plus 2.25%, (ii) extend the maturity date to 2033, and (iii) increase the principal amount by $352.5 million. The proceeds were used to partially redeem the senior secured notes due in 2028 which, along with the $100.0 million partial redemption in May 2026, reduced the outstanding principal on the notes by $450.0 million in the quarter.

Year-to-Date Results:

•Revenue of $5.3 billion for the first half of 2026 increased 11% from the first half of 2025.

•Net income of $40.1 million for the first half of 2026 decreased $19.1 million or 32% from the first half of 2025. Diluted EPS was $0.17 for the first half of 2026, down $0.08, compared to $0.25 for the first half of 2025.

◦Adjusted EBITDA of $294.9 million increased $37.0 million or 14% from the first half of 2025.

•Liquidity as of June 30, 2026 was $1.5 billion, consisting of availability on the Company’s undrawn revolving credit facility of $1.0 billion and cash and cash equivalents of $0.5 billion.

Macroeconomic Trends and Uncertainty

Demand for our services is largely dependent on the relative strength of the global and regional commercial real estate markets, which are highly sensitive to general macroeconomic conditions. Improvements in several underlying macroeconomic factors drove growth and continued resilience in our business, as evidenced by revenue growth in most of our service lines. In th

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related notes thereto included elsewhere in this Annual Report.

As discussed in “Cautionary Note Regarding Forward-Looking Statements” in this Annual Report, the following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results may materially differ from those discussed in such forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in “Risk Factors” in Part I, Item 1A in this Annual Report. Our fiscal year ends December 31.

Overview

Cushman & Wakefield is a leading global commercial real estate services firm driven to solve complex problems for real estate occupiers and investors. Led by an experienced executive team, our approximately 53,000 employees in over 350 offices and nearly 60 countries provide exceptional problem-solving, advisory and execution across the built environment. Our business is focused on meeting the increasing demands of our clients through comprehensive global offerings including (i) Services, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other services.

Recent Developments and Outlook

On November 27, 2025, we completed a court-approved scheme of arrangement in the U.K., pursuant to which a new Bermudan holding company, Cushman & Wakefield Ltd. became the sole shareholder of Cushman & Wakefield plc and the parent company of the entire group of Cushman & Wakefield companies (the “Redomiciliation”). The Redomiciliation resulted in the Cushman & Wakefield group parent company changing its jurisdiction of incorporation from England and Wales to Bermuda. This transaction has not and is not expected to have any material change on our day-to-day operations.

Year-to-Date Results:

•Revenue of $10.3 billion for the year ended December 31, 2025 increased 9% from the year ended December 31, 2024.

◦Services revenue increased 4% (or 6% excluding the impact of the sale of a non-core Services business in August 2024), reflecting continued momentum across all segments.

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

◦Capital markets revenue increased 19%, with strong performance across all segments and asset classes.

◦Valuation and other revenue increased 9%.

•Net income of $88.2 million for the year ended December 31, 2025 decreased $43.1 million from the year ended December 31, 2024. Diluted earnings per share for 2025 was $0.38 compared to $0.56 for 2024.

◦Recognized a one-time other-than-temporary impairment loss of $177.0 million on our investment in the Greystone JV.

◦Adjusted EBITDA (as defined below) of $656.2 million increased 13% from the year ended December 31, 2024.

•Net cash provided by operating activities of $340.4 million for 2025 increased $132.4 million from 2024.

•In 2025, we completed three repricings of our Term Loans due in 2030, achieving the lowest credit spread in the Company’s history. We also elected to prepay $300.0 million in principal outstanding under the Company’s Term Loans.

•Liquidity as of December 31, 2025 was $1.8 billion, consisting of availability on the Company’s undrawn revolving credit facility of $1.0 billion and cash and cash equivalents of $0.8 billion.

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Macroeconomic Trends and Uncertainty

Demand for our services is largely dependent on the relative strength of the global and regional commercial real estate markets, which are highly sensitive to general macroeconomic conditions. Improvements in several underlying macroeconomic factors drove growth and continued resilience in many asset classes and service lines in 2025, as evidenced by revenue growth in each of our service lines compared to 2024. In 2025, we experienced continued momentum in Services and a higher number of brokerage transactions. Nonetheless, certain macroeconomic challenges and uncertainties, including inflation, international trade policy and new or elevated tariffs, elevated levels of unemployment and volatility in foreign currency exchange rates, have in the past and may in the future, negatively impact 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 negatively affect the performance of some or all of our service lines. These macroeconomic trends and uncertainties are discussed further in this Part II, Item 7 and “Risk Factors” in Part I, Item 1A in this Annual Report.

Critical Accounting Policies and Estimates

Our Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP” or “GAAP”), which requires us to make estimates and assumptions that affect reported amounts. The estimates and assumptions are based on historical experience, current facts and circumstances, and on other factors that we believe to be reasonable. Actual results may differ from those estimates and assumptions. We review these estimates on a periodic basis to ensure reasonableness. We have identified all significant accounting policies in Note 2: Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements. The following are the critical accounting policies where estimates and assumptions could materially affect the application of the policies. The degree of judgment involved in these estimates can vary from period to period depending on the size, nature and complexity of the underlying transactions, as well as the level of estimation uncertainty required.

Recoverability of Equity Method Investments

The Company evaluates our equity method investments for other-than-temporary impairment on a quarterly basis, or more frequently if events or changes in circumstances warrant such an evaluation. These impairment indicators, among others, may include an actual or expected future decline in the operating results or cash flows of the underlying investee, or a significant adverse change in the economic or regulatory environment that may have an adverse effect on fair value.

If an impairment indicator is identified, the Company evaluates the investment for impairment. If an investment is considered other-than-temporarily impaired, the Company records the excess of the carrying value over the estimated fair value of the investment as an impairment charge within (Loss) earnings from equity method investments.

In determining the fair value of an equity method investment, the Company typically uses both an income approach, using a discounted cash flow (“DCF”) model based on current forecasts, and a market approach, using projected market multiples for comparable companies. The Company discounts forecasted cash flows according to the investee’s weighted average cost of capital at the date of evaluation. Preparation of forecasts and selection of certain assumptions, including the forecasted growth rates, forecasted profitability margins and discount rate, for use in the DCF model involve significant judgments, and changes in these estimates could affect the estimated fair value of the investment and the measurement of the Company’s other-than-temporary impairment charge in the current or future periods. The forecasted growth rates, forecasted profitability margins and discount rate are the assumptions that create the most sensitivity in the estimated fair value under the DCF model. In addition, we generally use market multiples obtained from quoted prices of comparable companies, applied to profits, to corroborate our DCF model results.

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Income Taxes

Income taxes are accounted for under the asset and liability method in accordance with Accounting Standards Codification (“ASC”) Topic 740, Income Taxes. Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax basis of assets and liabilities and operating loss and tax credit carry forwards. The carrying values of deferred tax assets and liabilities are measured by applying enacted tax rates and laws to taxable income in the years in which we expect those temporary differences to be recovered or settled. We recognize into income the effect on deferred tax assets and liabilities of a change in tax rates in the period that includes the enactment date.

Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. Considerations with respect to the realizability of deferred tax assets include the period of expiration of the deferred tax asset, historical earnings or losses and projected future taxable income by jurisdiction as well as tax liabilities for the tax jurisdiction to which the tax asset relates. Significant management judgment is required in determining the assumptions and estimates related to projected future taxable income, by relevant jurisdiction, including forecasted long term growth rates and forecasted profitability margins, as well as the expectations of the timing of reversal of existing temporary differences, among other secondary factors such as certain tax planning strategies. Valuation allowances are evaluated periodically and are subject to change in each future reporting period as a result of changes in various factors.

Our future effective tax rate is sensitive to changes in the mix of our geographic earnings, changes in local statutory tax rates, changes in the valuation of deferred taxes, or changes in tax laws, regulations or accounting principles in relevant jurisdictions, and could be adversely affected by these items.

Items Affecting Comparability

When reading our financial statements and the information included in this Annual Report, it should be considered that we have experienced, and continue to experience, several material trends and uncertainties that have affected our financial condition and results of operations and could affect future performance. We believe that the following material trends and uncertainties are important to understand the variability of our historical earnings and cash flows and any potential future variability.

Macroeconomic Conditions

Our results of operations are significantly impacted by economic trends, government policies and global and regional real estate markets. These include the following: overall economic activity, volatility of the financial markets, interest rates and inflation, demand for commercial real estate, the impact of tax and regulatory policies, the cost and availability of credit, international trade policy and tariffs, changes in employment rates and the geopolitical environment. Similarly, economic conditions in certain countries such as the United States or China can have significant influence on the commercial real estate sector across an entire region, impacting supply chains, cross-border investments and development activity in key markets.

Our diversified operating model helps to partially mitigate the negative effect of difficult market conditions on our margins as a substantial portion of our costs are variable compensation expenses, specifically commissions and bonuses paid to our professionals in our Leasing and Capital markets service lines, and the majority of revenue in our Services business is generated from long-term contracts. Nevertheless, ongoing adverse economic trends could pose significant risks to our ope

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