CBRE Group (CBRE) 10-K risk factor changes: FY2025 vs FY2024

Periods of economic weakness or recession, fiscal or political uncertainty, market volatility, declining employment levels, declining demand for commercial real estate, falling real estate values, disruption to the global capital or credit markets, [added: disputes with U.S. trading partners, unpredictable changes in U.S. trading policy, increased tariffs,] inflationary pressures, significant rises in interest rates or the public perception that any of these events may occur, may materially and negatively affect the performance of some or all of our business lines.

Our businesses could also suffer from geopolitical or economic disruptions (or the perception that such disruptions may occur) or [removed: currency fluctuations that affect] interest [removed: rates,] [added: rate or currency fluctuations,] capital availability and [removed: cost,] [added: changes in cost of capital,] or [removed: heighten] [added: heightened] financial, market or regulatory uncertainty.

Our investment management, development services, capital markets (including property sales and mortgage origination) and [removed: mortgage] [added: loan] servicing businesses are sensitive to credit cost and availability as well as financial liquidity.

For example, in 2023, central banks around the world raised interest rates in efforts to rein in inflation, reducing [removed: credit availability.]

During the year ended December 31, [removed: 2024,] [added: 2025,] approximately 43.6% of our revenue was transacted in foreign currencies.

As a result, the strengthening or weakening of the U.S. dollar will [removed: positively or] negatively [added: or positively] impact our reported results, including revenue and earnings as well as the assets under management for our investment management business, which could have a material adverse effect on our business, financial condition and operating results.

[removed: Our] [added: The global nature of our] operations [removed: are] subject [added: us] to international social, [removed: political] [added: political, legal] and economic risks [removed: in foreign countries.][added: across a number of jurisdictions.]

International economic [removed: trends, foreign] [added: trends and] governmental policy actions and the following factors may have a material adverse effect on the performance of our business:

- adverse changes in regulatory, tax or trade policies [added: (including tariffs)] or uncertainty about potential changes in such regulatory, tax or trade policies;

- the impact of regional or country-specific business cycles and economic instability, including those related to [added: geopolitical, weather,] public health or safety events;

We compete across a variety of business disciplines within the commercial real estate services and investment industry, including property management, facilities management, project and transaction management, tenant and landlord leasing, capital markets solutions (property sales and commercial mortgage [removed: origination) and mortgage servicing,] [added: origination),] real estate investment management, valuation, loan servicing, development services and proprietary research.

Although we are the largest commercial real estate services firm in the world in terms of [removed: 2024] [added: 2025] revenue, our relative competitive position varies across geographies, property types and services and business lines.

In addition, future changes in laws could lead to the entry of other new [removed: competitors, such as financial institutions.][added: competitors.]

As of December 31, [removed: 2024,] [added: 2025,] we had a net investment of approximately [removed: $361] [added: $375] million and had committed [removed: $205] [added: $216] million to fund future co-investments in our investment funds, [removed: approximately $74] [added: up to $70] million of which is expected to be funded during [removed: 2025.][added: 2026.]

The failure to provide these contributions could have adverse consequences to our interests in these investments, including damage to our reputation with our co-investment partners and clients, as well as the necessity of obtaining alternative funding from other sources that may [added: result in dilution of our interest in the investment, or] be on disadvantageous terms for us and the other co-investors.

As of December 31, [removed: 2024,] [added: 2025,] we were involved as a principal in [removed: 44] [added: 47] real estate projects that were consolidated in our financial statements with invested equity of [removed: $649 million] [added: $1.0 billion] and co-invested with our clients in approximately [removed: 125] [added: 128] unconsolidated real estate projects with a net investment of [removed: $340] [added: $397] million.

We had committed, but not funded, additional capital of [removed: $330] [added: $226] million and [removed: $67] [added: $56] million to consolidated and unconsolidated projects, respectively, as of December 31, [removed: 2024.][added: 2025.]

[removed: There can be no] assurance that we will not have to perform under any such guarantees.

The success of our [removed: GWS] [added: BOE] business depends on our ability to enter into mutually beneficial contracts, deliver high quality levels of service, manage our contractual obligations and accurately assess working capital requirements.

Contracts for our [removed: Global Workplace Solutions] [added: BOE] clients often include complex terms regarding payment of fees, risk transfer, liability limitations, termination, due diligence and transition timeframes.

Further, our [removed: Global Workplace Solutions] [added: BOE] business is often impacted by transition activities in the first year of a contract as well as the timing of starting operations on these large client contracts.

[removed: Further,] [added: Additionally,] if we do not have adequate governance, processes, technology, quality assurance or expertise available to appropriately manage contracts with our clients and our obligations under such contracts, or if we fail to deliver the high-quality levels of service expected by our clients, it may result in reputational and financial damage, and could impact our ability to retain existing clients and attract new clients.

Our [removed: Global Workplace Solutions] [added: BOE] business also requires us to accurately model the working capital needs of this business.

Should we fail to accurately assess working capital requirements, [added: or if we are unable to enforce timely payment from clients in accordance with our contractual terms,] the cash flows generated by this business may be adversely impacted.

Having large and concentrated clients may lead to greater or more concentrated risks of loss if, among other possibilities, such a client (i) experiences its own financial problems, which may lead to larger individual credit risks; (ii) becomes bankrupt or insolvent, which may lead to our failure to be paid for services we have previously provided or funds we have previously advanced; (iii) decides to reduce its real estate operations; (iv) makes a change in its real estate [removed: strategy;] [added: strategy, such as no longer outsourcing its real estate operations;] (v) decides to change its providers of real estate services; or (vi) merges with another corporation or otherwise undergoes a change of control, which may result in new management taking over with a different real estate philosophy or in different relationships with other real estate providers.

[added: In addition, competitive conditions, particularly in connection with increasingly large clients,] may require us to compromise on certain contract terms with respect to the payment of fees, the extent of risk transfer, or acting as principal rather than agent in connection with supplier relationships, liability limitations, credit terms and other contractual terms, or in connection with disputes or potential litigation.

We have approximately [removed: 140,000] [added: 155,000] employees (including Turner & Townsend employees) as well as independent contractors working in over 100 countries.

We have undertaken to implement what we believe to be best practices to safeguard the health, safety and security of our [removed: employees,] [added: employees (including members of our executive leadership team who may be subject to heightened security risks by virtue of their roles),] independent contractors, clients and others at our worksites.

[removed: However, if these] policies, procedures and programs are not adequate, or employees do not receive related adequate training or follow them for any reason, the consequences may be severe to us, including serious injury or loss of life, which could impair our operations and cause us to incur significant legal liability or fines as well as reputational damage.

As of December 31, [removed: 2024,] [added: 2025,] our total debt, excluding notes payable on real estate (which are generally non-recourse to us) and warehouse lines of credit (which are recourse only to our wholly-owned subsidiary, CBRE Capital Markets, and are secured by our related warehouse receivables), was [removed: $3.6] [added: $6.0] billion.

For the year ended December 31, [removed: 2024,] [added: 2025,] our interest expense was [removed: $440] [added: $490] million.

Our credit agreements require us to maintain a [removed: minimum interest coverage ratio of consolidated EBITDA (as defined in the applicable credit agreement) to consolidated interest expense (as defined in the applicable credit agreement) and a] maximum leverage ratio of total debt (as defined in the applicable credit agreement) less available cash (as defined in the applicable credit agreement) to consolidated EBITDA as of the end of each fiscal quarter.

Subject to the maximum amounts of indebtedness permitted by the covenants under our debt instruments, we are not restricted in the amount of additional recourse debt we are able to incur, and so we may in the future incur such indebtedness in [removed: order to finance our operations and investments.]

In addition, Moody’s [removed: Investors Service, Inc. and] [added: Ratings,] Standard & Poor’s Ratings [removed: Services,] [added: Services and Fitch Ratings,] rate our significant outstanding debt.

Implementation of such investments in information technology, including generative [added: and agentic] AI tools, could be complicated, heavily dependent on the quality, accuracy and relevance of data inputs and methodologies, require sophisticated infrastructure and skilled talent, have ethical and societal implications, and could exceed estimated budgets.

If we are unable to maintain current information technology and processes or encounter delays, or fail to [removed: exploit] [added: leverage] new [removed: technologies,] [added: technologies or address concerns relating to the responsible use of new technology, including AI, in our services,] then the execution of our business plans may be disrupted.

In addition, the [added: timely] operation and maintenance of these systems and networks is in some cases dependent on third-party technologies, systems and [removed: service providers for which there is no certainty of uninterrupted availability.]

We have crisis management, business continuity and disaster recovery plans and backup systems to reduce the potentially adverse effect of such events, but our [added: crisis management, business continuity and] disaster recovery planning may not be sufficient and cannot account for all eventualities, and a catastrophic event that results in the destruction or disruption of any of our data centers and third-party cloud hosting providers or our critical business or information technology systems could severely affect our ability to conduct normal business operations, and as a result, our future operating results could be materially adversely affected.

Failure to [added: protect and] maintain the security of our information and technology networks, including personal information and other client information, intellectual property and proprietary business information could materially adversely affect us.

These risks have been heightened in connection with the ongoing conflict between Russia and [removed: Ukraine and] [added: Ukraine, instability] in the Middle [removed: East.][added: East, and rising tensions in East Asia, including China.]

credit availability.

We have invested in enhancing our service and product offerings globally.

If we do not successfully execute these initiatives or effectively manage the risks inherent in operating on a global scale, our business, financial condition, or results of operations could be materially adversely affected.

Additionally, political, regulatory, and cultural conditions in certain countries may limit our ability to operate effectively or implement our strategic priorities, which could negatively impact our performance in those regions.

There can be no

Our BOE clients also include the U.S. federal government.

Contracting with government entities carries additional risks, including uncapped liability and the absence of client indemnification.

These engagements also require compliance with public disclosure obligations, government labor standards, and heightened ethical requirements associated with taxpayer‑funded work.

Noncompliance may result in significant penalties, including potential debarment from future government contracts.

Extended shutdowns of the U.S. federal government may result in payment delays, contract cancellation or postponement and other disruptions from these clients, which may adversely affect the performance of our BOE business.

An inability to maintain a strong pipeline of successors for key management roles could also have a negative impact on our ability to achieve our strategic goals.

However, if these

order to finance our operations and investments.

With respect to AI capabilities in particular, leveraging such AI capabilities for our internal functions and operations may present new risks, costs and challenges.

The development, adoption and use of AI technologies is still in the early stages and involves significant uncertainties, which may expose us to legal, reputational and financial harm.

Moreover, the use of AI may give rise to risks related to harmful content, accuracy, bias, intellectual property infringement or misappropriation, defamation, data privacy, cybersecurity and health and safety, among others, and also brings the possibility of new or enhanced governmental or regulatory scrutiny, litigation or other legal liability, or ethical concerns and could adversely affect our business.

service providers for which there is no certainty of uninterrupted availability.

This includes fraud that relies upon “deep fake” impersonation technology or other forms of generative automation that enhance the effectiveness of cyber threats.

violations.

Several jurisdictions in which we operate are considering or have proposed or enacted legislation and policies regulating AI and non-personal data, such as the European Union’s AI Act.

These new regulations may diverge from one another, which could require us to navigate different obligations and enforcement actions in different geographies.

Any violations of these laws may lead to reputational damage, financial penalties and increased regulatory scrutiny and oversight.

Our international operations require us to comply with a broad range of complex legal, geopolitical and regulatory environments in which we operate.

We may not be successful in complying with regulations in all situations and violations may result in criminal or material civil sanctions and other costs against us or our employees, and may have a material adverse effect on our reputation and business.

Furthermore, our efforts to comply with developments in these laws may adversely impact our business.

We have committed resources to expand our worldwide sales and marketing activities, to globalize our service offerings and products in select markets and to develop local sales and support channels.

If we are unable to successfully implement these plans, maintain adequate long-term strategies that successfully manage the risks associated with our global business or adequately manage operational fluctuations, our business, financial condition or results of operations could be harmed.

In addition, we have established operations and seek to grow our presence in many emerging markets to further expand our global platform.

However, we may not be successful in effectively evaluating and monitoring the key business, operational, legal and compliance risks specific to those markets.

The political and cultural risks present in emerging countries could also harm our ability to successfully execute our operations or manage our businesses there.

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.

Even when we detect infringement or misappropriation of our trademarks, we may not be able to enforce all such trademarks.

Any unauthorized use by third parties of our brand may adversely affect our brand.

Furthermore, as we continue to expand our business, especially internationally, there is a risk we may face claims of infringement or other alleged violations of third-party intellectual property rights, which may restrict us from leveraging our brand in a manner consistent with our business goals.

In addition, competitive conditions, particularly in connection with increasingly large clients,

In addition, we are also subject to the possibility of security breaches and other incidents, which themselves may result in a violation of these laws.

For example, when the European Union General Data Protection Regulation (GDPR) became effective in 2018, it resulted in greater compliance burdens for us with respect to cross-border transfers of personal information.

Under GDPR, fines of up to 20 million Euros or up to 4% of the annual global revenues of the infringer, whichever is greater, may be imposed for violations.

perceived or actual non-compliance with our contractual or other legal obligations regarding such data or intellectual property or a violation of our privacy and security policies with respect to such data could result in significant remediation and other costs, fines, litigation or regulatory actions against us.

any additional or similar changes to laws or regulations, including the interpretation or implementation thereof, will occur in the future.

Nevertheless, if we fail or are perceived to fail to achieve progress with respect to our sustainability-related goals on a timely basis, or at all, or if we or our borrowers fail or are perceived to fail to comply with all laws, regulations, policies and related interpretations, this could negatively impact our reputation and our business results, as well as expose us to government enforcement actions, fines and private litigation.

Risks Related to our Investments

We have equity investments in certain companies or projects that we do not control, which subject us to risks related to their respective businesses.

As of December 31, 2024, we had over $1.4 billion invested in certain companies and projects that we do not control that were accounted for under the cost/measurement alternative method of accounting, equity method or fair value.

These investments are subject to risks related to the businesses in which we invest, which may be different than the risks inherent in our own business.

Factors beyond our control may significantly influence the value of these investments and may cause their fair value to decrease or adversely impact our ability to recognize a gain on such investments.

These factors include decisions made by management or controlling stockholders of such businesses, who may have interests different than those of CBRE, and instability in the capital markets.

Any of these factors, among others, could cause an impairment, realized and/or unrealized losses in future periods, which could have an adverse effect on our financial condition and results of operations.

In the future, we may acquire more equity investments that are not consolidated, which could increase our exposure to the risks described above.

Discussion regarding our financial condition and results of operations for the year ended December 31, [removed: 2023] [added: 2024] and comparisons between the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] are included in Part II, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the company’s [removed: 2023] [added: 2024] [Annual [removed: Report](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001138118/000113811824000006/cbre-20231231.htm)] [added: Report](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001138118/000113811825000005/cbre-20241231.htm) was] filed with the SEC on February [removed: 20, 2024.][added: 14, 2025.]

CBRE is the world’s largest commercial real estate services and investment firm (based on [removed: 2024] [added: 2025] revenue).

In [removed: 2024,] [added: 2025,] we served clients through [removed: three] [added: four] business segments – Advisory Services, [removed: Global Workplace Solutions (GWS)] [added: Building Operations & Experience (BOE), Project Management] and Real Estate Investments (REI) – which are described in “Item 1.

We generate revenue from both resilient sources [removed: (large multi-year portfolio] and [removed: per-project contracts) and] non-recurring sources, including commissions generated by transactions.

Our revenue mix has become more weighted towards resilient revenue sources, particularly occupier [removed: outsourcing,] [added: outsourcing] and [removed: our dependence] [added: project management, and we are less dependent] on cyclical property sales and lease transaction [removed: revenue has declined.][added: revenue.]

The operating environment for commercial real estate improved [removed: in 2024, particularly] [added: considerably] in [removed: the second half of the year.][added: 2025.]

[removed: Improved] [added: Broader] capital [removed: availability and] [added: availability,] lower borrowing costs [removed: – along with the perception that interest rates would fall further –] [added: and improved occupancy market fundamentals] buoyed investor sentiment and led to increased real estate sales and financing activity in [removed: the second half of 2024.][added: 2025.]

[removed: Meanwhile,] [added: Large occupiers’ growing appetite for] outsourcing services continued to [removed: gain favor with major corporations and other large occupiers of space, boosting] [added: underpin] demand for facilities [added: management] and project management [removed: services.][added: activities.]

The following presents highlights of CBRE’s performance for the year ended December 31, [removed: 2024] [added: 2025] (percentages represent comparison to [removed: 2023] [added: 2024] results):

| Revenue | | | | | | [removed: Net Revenue (1)] [added: GAAP Net Income] | | | | | | [removed: GAAP Net Income] [added: Core EBITDA (1)] | | |

| [removed: Core EBITDA (1) | | | | | |] GAAP Earnings Per Share (EPS) | | | | | | Core EPS (1) | | | [added: | | | | | |]

An improved operating environment supported strong growth for CBRE in [removed: 2024.][added: 2025.]

Overall, [removed: net] revenue increased [removed: 14.2%.][added: 13.4%.]

This included [removed: 14.1% net] [added: 13.4%] revenue growth in our resilient [removed: businesses(1)] [added: businesses] (including facilities management, project management, property management, loan servicing, [added: valuations, other portfolio services, and] recurring investment management [removed: fees and valuations),] [added: fees),] and [removed: 14.3% net] [added: 13.6%] revenue growth in our transactional [removed: businesses(1)] [added: businesses] (property sales, leasing, mortgage origination, carried interest and incentive fees in our investment management business, and development fees).

The following table sets forth items derived from our consolidated statements of operations for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] (dollars in millions):

| | | | [added: | | | | | |] Year Ended December 31, [added: (1)] | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| Revenue: | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: Net revenue:] [added: Revenue:] | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Valuation | | | [removed: 751] | | | | | | [removed: 2.1] | | [added: | | | | | | | | | | | | | | | | 815 | | | | | | 2.0 | |] % | | | | [removed: 716] [added: 751] | | | | | | [removed: 2.2] [added: 2.1] | | % | [added: | | |]

| Capital markets: | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Investment management | | | [removed: 650] | | | | | | [removed: 1.8] | | [added: | | | | | | | | | | | | | | | | 602 | | | | | | 1.5 | |] % | | | | [removed: 592] [added: 650] | | | | | | [removed: 1.9] [added: 1.8] | | % | [added: | | |]

| Development services | | | [removed: 388] | | | | | | [removed: 1.1] | | [added: | | | | | | | | | | | | | | | | 277 | | | | | | 0.7 | |] % | | | | [removed: 360] [added: 388] | | | | | | 1.1 | | % | [added: | | |]

| Corporate, other and eliminations | | | [removed: (17)] | | | | | | [removed: 0.0] | | [added: | | | | | | | | | | | | | | | | (50) | | | | | | (0.1) | |] % | | | | (17) | | | | | | [removed: (0.1)] [added: 0.0] | | % | [added: | | |]

| Pass-through costs [removed: also recognized as revenue] [added: (2)] | | | [removed: 14,899] | | | | | | [removed: 41.7] | | [added: | | | | | | | | | | | | | | | | 16,746 | | | | | | 41.3 | |] % | | | | [removed: 13,673] [added: 14,899] | | | | | | [removed: 42.8] [added: 41.7] | | % | [added: | | |]

| Total revenue | | | [removed: 35,767] | | | | | | [added: | | | | | | | | | | | | | | | | | | 40,550 | | | | | |] 100.0 | | % | | | | [removed: 31,949] [added: 35,767] | | | | | | 100.0 | | % | [added: | | |]

| Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Operating, administrative and other | | | [removed: 5,011] | | | | | | [removed: 14.0] | | [added: | | | | | | | | | | | | | | | | 5,543 | | | | | | 13.7 | |] % | | | | [removed: 4,562] [added: 5,011] | | | | | | [removed: 14.3] [added: 14.0] | | % | [added: | | |]

| Depreciation and amortization | | | [removed: 674] | | | | | | [removed: 1.9] | | [added: | | | | | | | | | | | | | | | | 729 | | | | | | 1.8 | |] % | | | | [removed: 622] [added: 674] | | | | | | 1.9 | | % | [added: | | |]

| Total costs and expenses | | | [removed: 34,496] | | | | | | [removed: 96.4] | | [added: | | | | | | | | | | | | | | | | 39,256 | | | | | | 96.8 | |] % | | | | [removed: 30,859] [added: 34,496] | | | | | | [removed: 96.6] [added: 96.4] | | % | [added: | | |]

| Gain on disposition of real estate | | | [removed: 142] | | | | | | [removed: 0.4] | | [added: | | | | | | | | | | | | | | | | 459 | | | | | | 1.1 | |] % | | | | [removed: 27] [added: 142] | | | | | | [removed: 0.1] [added: 0.4] | | % | [added: | | |]

| Operating income | | | [removed: 1,413] | | | | | | [removed: 4.0] | | [added: | | | | | | | | | | | | | | | | 1,753 | | | | | | 4.3 | |] % | | | | [removed: 1,117] [added: 1,413] | | | | | | [removed: 3.5] [added: 4.0] | | % | [added: | | |]

| Equity [removed: (loss)] income [added: (loss)] from unconsolidated subsidiaries | | | [removed: (19)] | | | | | | [removed: (0.1)] | | [added: | | | | | | | | | | | | | | | | 40 | | | | | | 0.1 | |] % | | | | [removed: 248] [added: (19)] | | | | | | [removed: 0.8] [added: (0.1)] | | % | [added: | | |]

| Other income | | | [removed: 39] | | | | | | [removed: 0.1] | | [added: | | | | | | | | | | | | | | | | 19 | | | | | | 0.0 | |] % | | | | [removed: 61] [added: 39] | | | | | | [removed: 0.2] [added: 0.1] | | % | [added: | | |]

| Interest expense, net of interest income | | | [removed: 215] | | | | | | [removed: 0.6] | | [removed: %] | | | | [removed: 149] | | | | | | [added: | | | | | | 216 | | | | | |] 0.5 | | % | [added: | | | 215 | | | | | | 0.6 | | % | | | |]

| Income before provision for income taxes | | | [removed: 1,218] | | | | | | [removed: 3.4] | | [added: | | | | | | | | | | | | | | | | 1,594 | | | | | | 3.9 | |] % | | | | [removed: 1,277] [added: 1,218] | | | | | | [removed: 4.0] [added: 3.4] | | % | [added: | | |]

| Provision for income taxes | | | [removed: 182] | | | | | | [removed: 0.5] | | [removed: %] | | | | [removed: 250] | | | | | | [added: | | | | | | 317 | | | | | |] 0.8 | | % | [added: | | | 182 | | | | | | 0.5 | | % | | | |]

| Net income | | | [removed: 1,036] | | | | | | [removed: 2.9] | | [added: | | | | | | | | | | | | | | | | 1,277 | | | | | | 3.1 | |] % | | | | [removed: 1,027] [added: 1,036] | | | | | | [removed: 3.2] [added: 2.9] | | % | [added: | | |]

| Less: Net income attributable to non-controlling interests | | | [removed: 68] | | | | | | [removed: 0.2] | | [added: | | | | | | | | | | | | | | | | 120 | | | | | | 0.3 | |] % | | | | [removed: 41] [added: 68] | | | | | | [removed: 0.1] [added: 0.2] | | % | [added: | | |]

| Net income attributable to CBRE Group, Inc. | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |] $ | [removed: 968] [added: 1,157] | | | | | [removed: 2.7] [added: 2.9] | | % | | | | $ | [removed: 986] [added: 968] | | | | | [removed: 3.1] [added: 2.7] | | % | [added: | | |]

This is evident in markedly increased property leasing and sales activity compared with 2024 levels.

Occupier demand for office, industrial and data center space in the U.S. was notably strong throughout the year.

Capital Allocation

We deployed approximately $2.7 billion of capital in 2025.

Our largest deployments for the year were approximately $1.2 billion for the acquisition of Pearce, a leading provider of advanced technical services for digital and power infrastructure, and approximately $468 million to acquire the remaining 60% equity interest in Industrious, a flexible-workplace solutions and workplace experience platform.

In addition, we deployed $956 million in 2025 to repurchase 7,052,481 shares.

| $40.6B | | | | | | $1.2B | | | | | | $3.3B | | |

| 13.4% | | | | | | 19.5% | | | | | | 22.3% | | |

| $3.85 | | | | | | $6.38 | | | | | | | | |

| 22.6% | | | | | | 25.1% | | | | | | | | |

(1)See “Non-GAAP Financial Measures.”

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| | | | | | | | | | | | | | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | | | | | | | | | | | | | | | | |

| Facilities management | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 20,645 | | | | | 50.9 | | % | | | | $ | 18,232 | | | | | 51.0 | | % | | | |

| Property management | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,579 | | | | | | 6.4 | | % | | | | 1,976 | | | | | | 5.5 | | % | | | |

| Project management | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,657 | | | | | | 18.9 | | % | | | | 6,809 | | | | | | 19.0 | | % | | | |

| Advisory leasing | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,497 | | | | | | 11.1 | | % | | | | 3,895 | | | | | | 10.9 | | % | | | |

| Loan servicing | | | | | | | | | | | | | | | | | | | | | | | | | | | 503 | | | | | | 1.2 | | % | | | | 497 | | | | | | 1.4 | | % | | | |

| Other portfolio services | | | | | | | | | | | | | | | | | | | | | | | | | | | 354 | | | | | | 0.9 | | % | | | | 389 | | | | | | 1.1 | | % | | | |

| Advisory sales | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,120 | | | | | | 5.2 | | % | | | | 1,767 | | | | | | 4.9 | | % | | | |

| Commercial mortgage origination | | | | | | | | | | | | | | | | | | | | | | | | | | | 551 | | | | | | 1.4 | | % | | | | 430 | | | | | | 1.2 | | % | | | |

| Cost of revenue, excluding pass-through costs | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,238 | | | | | | 40.0 | | % | | | | 13,912 | | | | | | 38.9 | | % | | | |

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| Write-off of financing costs on extinguished debt | | | | | | | | | | | | | | | | | | | | | | | | | | | 2 | | | | | | 0.0 | | % | | | | — | | | | | | 0.0 | | % | | | |

| Core EBITDA | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 3,308 | | | | | 8.2 | | % | | | | $ | 2,704 | | | | | 7.6 | | % | | | |

(1)Calculated as a percentage of Total Revenue.

(2)Pass-through costs represent certain costs incurred associated with subcontracted third-party vendor work performed for clients.

These costs are reimbursable by clients and the corresponding amounts owed are reflected within Revenue.

Revenue increased 13.4%, reflecting double-digit growth across the Advisory Services, BOE and Project Management segments, partially offset by a decrease in revenue in the REI segment.

Foreign currency translation had a 0.7% positive impact on total revenue during the year ended December 31, 2025, primarily driven by strength in the British pound sterling and euro, partially offset by weakness in the Indian rupee, Canadian dollar and Australian dollar.

Pass-through costs increased 12.4% during the year ended December 31, 2025 as compared to the same period in 2024 primarily due to revenue growth in the BOE and Project Management segments.

Foreign currency translation had a 0.7% negative impact on pass-through costs.

Cost of revenue, excluding pass-through costs increased slightly to 40.0% of total revenue from 38.9%.

Operating, administrative and other expenses increased 10.6% during the year ended December 31, 2025 as compared to the same period last year primarily due to an increase in employee compensation driven by revenue growth, third-party fees related to acquisitions and integration activities, along with an increase in Telford’s fire safety provision.

This was primarily driven by positive co-investment returns and sales in the current period, compared to higher unrealized equity losses in the prior period, driven by a fair value adjustment related to our non-core strategic equity investment in Altus Power, Inc. (Altus).

Other income decreased by 51.3% during the year ended December 31, 2025 as compared to the same period in 2024, primarily due to prior year positive fair value adjustments on certain investments.

This increase from the impact of increased commercial paper borrowings and issuance of senior term loans and new senior unsecured notes was essentially offset by the impact of net investment hedging activity.

In January 2026, the OECD issued a comprehensive Side by Side Package, which introduces additional administrative guidance intended to enhance coordination and simplify aspects of the global minimum tax framework.

The package includes several new safe harbors including the new Side by Side and Ultimate Parent Entity safe harbors that may

This was most prominently evident in real estate leasing markets.

A healthy economic outlook and improved return-to-office momentum made companies increasingly confident to move forward with office leasing plans.

Demand was particularly strong for the highest-quality space and expanded from primary to secondary markets as the year progressed.

These factors also improved the operating backdrop for development and investment asset sales late in the year.

| $35.8B | | | | | | $20.9B | | | | | | $968M | | |

| 12.0% | | | | | | 14.2% | | | | | | (1.8)% | | |

| $2.7B | | | | | | $3.14 | | | | | | $5.10 | | |

| 22.4% | | | | | | (0.3)% | | | | | | 32.8% | | |

(1)See Non-GAAP Financial Measures section in Item 7 of this Annual Report.

We allocated significant capital last year on projects designed to enhance our capabilities, augment our growth profile and expand our total addressable market.

Our capital deployment totaled approximately $1.8 billion, and included $1.1 billion in M&A and other strategic investments, including the acquisition of J&J Worldwide Services, a provider of outsourcing

services to the U.S. federal government and Direct Line Global, which provides technical data center management.

In addition, we deployed $644 million in share buybacks (repurchasing 5,110,624 shares).

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| | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | |

| Facilities management | | | $ | 6,907 | | | | | 19.3 | | % | | | | $ | 5,806 | | | | | 18.2 | | % |

| Property management | | | 2,123 | | | | | | 5.9 | | % | | | | 1,840 | | | | | | 5.8 | | % |

| Project management | | | 3,433 | | | | | | 9.6 | | % | | | | 3,124 | | | | | | 9.8 | | % |

| Loan servicing | | | 331 | | | | | | 0.9 | | % | | | | 317 | | | | | | 1.0 | | % |

| Advisory leasing | | | 3,932 | | | | | | 11.0 | | % | | | | 3,503 | | | | | | 11.0 | | % |

| Advisory sales | | | 1,774 | | | | | | 5.0 | | % | | | | 1,611 | | | | | | 5.0 | | % |

| Commercial mortgage origination | | | 596 | | | | | | 1.7 | | % | | | | 424 | | | | | | 1.3 | | % |

| Total net revenue | | | 20,868 | | | | | | 58.3 | | % | | | | 18,276 | | | | | | 57.2 | | % |

| Cost of revenue | | | 28,811 | | | | | | 80.6 | | % | | | | 25,675 | | | | | | 80.4 | | % |

The revenue increase reflected growth in leasing activity, particularly for office and retail space, commercial mortgage origination, loan servicing, property management, and continued strong growth in the GWS segment, which benefited from strong new business activity, contract expansions, and acquisitions.

We began to see an increase in property sales in our Advisory Services segment in the second half of 2024.

Revenue increased in the REI segment, driven by higher incentive and development fees.

Foreign currency translation strength in the British pound sterling was offset by weakness in the Japanese yen.

Cost of revenue increased slightly to 80.6% of total revenue from 80.4% driven by higher costs to support growth in revenues.

Operating, administrative and other expenses increased 9.8% as compared to the same period last year.

The increase was driven by an increase in restructuring and indirect tax expenses this year compared to 2023 as the cost savings initiatives in the GWS segment were largely completed.

This was mainly due to an unusually large development asset disposition in the first-quarter 2023 that did not recur in 2024.

In addition, we recorded higher unrealized net losses related to our non-core strategic equity investments, including Altus Power, Inc. (Altus), during the year ended December 31, 2024.

These losses were partially offset by equity income recognized in relation to investments in TCC real estate development projects.

Other income decreased to $39 million from $61 million, driven primarily by a one-time gain of approximately $34 million recognized in 2023 associated with the remeasurement of an investment in an unconsolidated subsidiary to fair value as of the date the remaining controlling interest was acquired.

This decrease was partially offset by positive fair value adjustments on certain financial instruments this year as compared to the same period last year.

This increase was primarily due to the issuance of new debt during the first quarter of 2024, the impact of higher interest rates, and increased borrowings on the revolving credit and commercial paper facilities.

The OECD and other countries continue to publish guidelines and legislation which include transition and safe harbor rules.

As of December 31, 2024, our operations were organized around, and we publicly report financial results for, three global business segments: (1) Advisory Services; (2) Global Workplace Solutions; and (3) Real Estate Investments.

See Note 7 – Fair Value Measurements [added: and Note 8 – Derivatives and Hedging Activities] of the Notes to Consolidated Financial Statements set forth in Item 8 of this Annual Report for additional information on fair value methodology used to value the swaps at December 31, [removed: 2024.][added: 2025.]

Our [removed: Real Estate Investments (REI)] [added: Investment Management] business [removed: segment] has significant euro and British pound denominated [removed: assets under management (AUM),] [added: AUM,] as well as associated revenue and earnings in Europe.

In addition, our [removed: Global Workplace Solutions (GWS) business segment derives] [added: BOE, Advisory and Project Management segments derive] significant revenue and earnings in foreign currencies, [removed: such as] [added: particularly] the euro and British pound sterling.

Fluctuations in foreign currency exchange rates may [removed: continue to] produce corresponding changes in our AUM, revenue and earnings.

Our businesses could [removed: suffer from adverse effects of high interest rates, a] [added: be adversely affected by] rapid [removed: increase in] [added: and unpredictable changes to U.S. trade policy, disputes with U.S. trading partners, increased tariffs, high] interest rates, limited access to debt capital or liquidity constraints, downturns in general macroeconomic conditions, regulatory or financial market uncertainty, [removed: or unforeseen disruptions such as geopolitical events and] public health [removed: crisis] [added: crises and geopolitical conflicts] (or the perception that [added: any] such [removed: disruptions] [added: events] may occur).

During the year ended December 31, [removed: 2024,] [added: 2025, approximately] 43.6% of our revenue was transacted in foreign currencies.

| | | | [added: | | | | | |] Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]

| United States dollar | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |] $ | [removed: 20,166] [added: 22,854] | | | | | 56.4 | | % | | | | $ | [removed: 17,470] [added: 20,166] | | | | | [removed: 54.7] [added: 56.4] | | % |

| British pound sterling | | | [removed: 4,968] | | | | | | [removed: 13.9] | | [added: | | | | | | | | | | | | | | | | 5,693 | | | | | | 14.0 | |] % | | | | [removed: 4,393] [added: 4,968] | | | | | | [removed: 13.8] [added: 13.9] | | % |

| Euro | | | [removed: 3,239] | | | | | | [removed: 9.1] | | [added: | | | | | | | | | | | | | | | | 3,878 | | | | | | 9.6 | |] % | | | | [removed: 3,003] [added: 3,239] | | | | | | [removed: 9.4] [added: 9.1] | | % |

| Canadian dollar | | | [removed: 1,083] | | | | | | [removed: 3.0] | | [added: | | | | | | | | | | | | | | | | 1,157 | | | | | | 2.9 | |] % | | | | [removed: 1,195] [added: 1,083] | | | | | | [removed: 3.7] [added: 3.0] | | % |

| Australian dollar | | | [removed: 941] | | | | | | [removed: 2.6] | | [added: | | | | | | | | | | | | | | | | 927 | | | | | | 2.3 | |] % | | | | [removed: 867] [added: 941] | | | | | | [removed: 2.7] [added: 2.6] | | % |

| Indian rupee | | | [removed: 756] | | | | | | [removed: 2.1] | | [added: | | | | | | | | | | | | | | | | 908 | | | | | | 2.2 | |] % | | | | [removed: 663] [added: 756] | | | | | | 2.1 | | % |

| Japanese yen | | | [removed: 528] | | | | | | [added: | | | | | | | | | | | | | | | | | | 615 | | | | | |] 1.5 | | % | | | | [removed: 485] [added: 528] | | | | | | 1.5 | | % |

| Swiss franc | | | [removed: 491] | | | | | | [removed: 1.4] | | [added: | | | | | | | | | | | | | | | | 474 | | | | | | 1.2 | |] % | | | | [removed: 427] [added: 491] | | | | | | [removed: 1.3] [added: 1.4] | | % |

| Chinese yuan | | | [removed: 490] | | | | | | [removed: 1.4] | | [added: | | | | | | | | | | | | | | | | 483 | | | | | | 1.2 | |] % | | | | [removed: 516] [added: 490] | | | | | | [removed: 1.6] [added: 1.4] | | % |

| Singapore dollar | | | [removed: 430] | | | | | | [removed: 1.2] | | [added: | | | | | | | | | | | | | | | | 440 | | | | | | 1.1 | |] % | | | | [removed: 413] [added: 430] | | | | | | [removed: 1.3] [added: 1.2] | | % |

| Other currencies (1) | | | [removed: 2,675] | | | | | | [removed: 7.4] | | [added: | | | | | | | | | | | | | | | | 3,121 | | | | | | 7.6 | |] % | | | | [removed: 2,517] [added: 2,675] | | | | | | [removed: 7.9] [added: 7.4] | | % |

| Total revenue | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |] $ | [removed: 35,767] [added: 40,550] | | | | | 100.0 | | % | | | | $ | [removed: 31,949] [added: 35,767] | | | | | 100.0 | | % |

(1)Approximately [added: 49 and] 46 currencies comprise [removed: 7.4%] [added: 7.6%] and [removed: 7.9%] [added: 7.4%] of our [removed: revenue] [added: revenues] for the [removed: year] [added: years] ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

As a result, the strengthening or weakening of the U.S. dollar [removed: may positively or] [added: will] negatively [added: or positively] impact our reported results.

A hypothetical 10% increase in the value of the U.S. dollar relative to the British pound sterling during the year ended December 31, [removed: 2024,] [added: 2025,] would have [removed: decreased] [added: increased] pre-tax income by [removed: $10] [added: $11] million.

A hypothetical 10% increase in the value of the U.S. dollar relative to the euro would have decreased pre-tax income by [removed: $9] [added: $13] million.

Due to [removed: the] [added: our exposure to] constantly changing currency [removed: exposures to which we are subject and the volatility of currency exchange] rates, we cannot predict [removed: the effect of] [added: how currency] exchange rate [removed: fluctuations upon] [added: changes may affect] future operating results.

In addition, [removed: fluctuations in currencies relative to the U.S. dollar] [added: currency exchange volatility] may make it more difficult to perform period-to-period comparisons of our reported results of operations.

Our international operations [removed: also] are [added: also] subject [removed: to, among other things,] [added: to] political instability and [removed: changing] [added: changes in] tax, trade and regulatory [removed: environments, which affect the currency markets and] [added: policies, among other things,] which [removed: as a result] may adversely affect our future financial [removed: condition and results of operations.][added: performance.]

We [removed: routinely] monitor these risks and [removed: related costs and evaluate the appropriate amount of] [added: may add more] oversight [removed: to allocate towards] [added: of our] business activities in foreign countries where such risks and costs are particularly significant.

We [removed: have entered] [added: may also enter] into interest rate swap agreements to attempt to hedge the variability of future interest payments due to changes in interest rates.

If interest rates were to increase 100 basis points on our outstanding variable rate debt as of December 31, [removed: 2024,] [added: 2025,] the net impact of the additional interest cost would be a decrease of [removed: $11] [added: $22] million on pre-tax income for the year ended December 31, [removed: 2024.][added: 2025.]

We use fixed to fixed and float to float cross-currency swaps to hedge our exposure to changes in foreign exchange rates on certain foreign investments as well as foreign currency denominated loans.

As of December 31, 2025, we had twenty-six outstanding cross-currency swaps with a total fair value of $63 million included in other assets and $292 million included in other liabilities.

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| | | | | | | | | | | | | | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | | | | | | | | | | | | | |

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Foreign currency exchange rate changes may have a materially adverse effect on our financial condition and operating results.

No interest rate swap agreements were outstanding as of December 31, 2025 or December 31, 2024.

For additional information on the estimated fair value and carrying value of our long-term debt, see Note 12 – Long-Term Debt and Short-Term Borrowings of the Notes to Consolidated Financial Statements set forth in Item 8 of this Annual Report.

As of December 31, 2024, we had seven outstanding cross-currency swaps to effectively hedge foreign currency exposure related to certain foreign subsidiaries and a U.S. dollar denominated term loan entered into by a euro functional entity.

During 2024, we entered into four cross-currency swaps with a total USD notional value of $875 million to effectively hedge the foreign currency exposure related to certain Euro denominated entities and two cross-currency swaps with a total USD notional value of $165 million to effectively hedge the foreign currency exposure related to certain Japanese Yen denominated entities.

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| | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | |

Fluctuations in foreign currency exchange rates may result in corresponding fluctuations in revenue and earnings as well as the assets under management for our investment management business, which could have a material adverse effect on our business, financial condition and operating results.

The estimated fair value of our senior term loans was approximately $708 million at December 31, 2024.

Based on dealers’ quotes, the estimated fair values of our 5.950% senior notes, 5.500% senior notes, 4.875% senior notes and 2.500% senior notes were $1.0 billion, $509 million, $600 million and $426 million, respectively, at December 31, 2024.

CBRE is the world’s largest commercial real estate services and investments [removed: firm.][added: firm (based on 2025 revenue).]

[removed: Our] [added: We derive] competitive advantage [removed: comes] from our considerable scale and ability to offer integrated solutions [removed: to] [added: for] real estate investors and occupiers in more than 100 countries.

We are global market leaders in most of our [removed: lines of] business [added: lines] and drive significant growth [removed: from bundling our services, while] [added: by] helping clients optimize real estate costs, value, investment returns and workplace experiences.

These capabilities, combined with our extensive knowledge platform (research, data, strategy, etc.), allow us to generate superior outcomes for our clients, which [removed: include] [added: included] nearly 90% of Fortune 100 companies [removed: in 2024,] and many of the world’s largest institutional real estate [removed: investors.][added: investors in 2025.]

We are focused on cementing our leadership position in each of our businesses with a strategy that achieves [removed: diversification and] growth across four [removed: dimensions:] [added: dimensions of our business:] geographies, clients, property types and services.

We are committed to deploying our resources and capital [removed: across these four dimensions] in parts of our business that benefit from secular tailwinds and/or [removed: provide cyclical resilience.][added: are cyclically resilient across these four dimensions.]

In addition, we have increased our [removed: focus on] [added: scale in certain] geographies, such as [removed: Japan,] [added: Japan] and [removed: asset classes, such as industrial, multi-family] [added: India,] and [removed: data centers,] [added: asset classes] that are positioned for [removed: growth.][added: continued growth, such as data centers.]

[removed: We also will establish a new business segment, Building Operations & Experience, in 2025, comprised] [added: This segment consists] of [added: CBRE’s] enterprise [removed: and] [added: facilities management,] local facilities management, property [removed: management] [added: management, digital infrastructure services] and flexible workplace [removed: solutions, including Industrious.][added: solutions/workplace experience business lines.]

[removed: Our] [added: We serve clients and report our financial results through] four business [removed: segments beginning in 2025 will be (1)] [added: segments:] Advisory [removed: Services; (2)] [added: Services,] Building Operations & [removed: Experience; (3)] [added: Experience,] Project [removed: Management;] [added: Management] and [removed: (4)] Real Estate Investments.

Advisory Services provides a comprehensive range of services globally, including [removed: property leasing;] [added: leasing,] capital [removed: markets, which includes property] [added: markets (property] sales and mortgage [removed: origination; mortgage servicing; valuation] [added: origination), loan servicing,] and [removed: property management.][added: valuation.]

With a global network of experts that have a deep understanding of their local markets, we offer comprehensive insights and solutions across a wide range of [removed: real estate] assets, including offices, [removed: retail outlets,] [added: industrial] and [added: logistics, retail, multi-family and] critical [removed: facilities (including] [added: facilities, such as] data centers, laboratories, [removed: government facilities, manufacturing environments, warehouses] and [removed: other mission-critical facilities).][added: government facilities.]

We are leaders in each of our [removed: five] primary business lines globally [removed: (property leasing,] [added: (leasing,] capital markets, [removed: mortgage servicing, valuation] [added: loan servicing] and [removed: property management)] [added: valuation)] and in most key local markets across the world.

We leverage our platform to attract and retain top talent and provide differentiated [removed: insights to] [added: solutions for] our clients through [removed: our] investments in research, data, technology tools and property marketing.

We also [removed: focus on] [added: deliver] end-to-end client solutions through the [removed: bundling] [added: integration] of our various services.

For example, as our investor clients seek to optimize the value and performance of their assets across the real estate lifecycle, we often bring together expertise from property sales, mortgage originations, [removed: leasing, valuations] [added: leasing] and [added: valuations as well as] property [removed: management.][added: management (from our Building Operations & Experience segment).]

While [removed: many of] our [added: leasing and capital markets] business lines [removed: in this segment] are sensitive to changes in macro-economic [removed: conditions, their]

[removed: cyclicality is lessened by] [added: conditions,] the value investors and occupiers place on our insights and [removed: consulting services through cycles] [added: execution capabilities] as they adjust their real estate portfolios [removed: and strategies] [added: enables us] to [removed: changing] [added: typically outperform the] market [removed: circumstances.][added: during downcycles.]

[removed: In contrast, our] [added: Our] loan [removed: servicing, property management] [added: servicing] and valuations businesses, while a smaller part of our revenue mix, have proven to be [removed: more] resilient across economic cycles.

For example, in the last [removed: six] [added: seven] years, we have organically grown our loan servicing revenue at a low-double digit compound annual growth [removed: rate (CAGR) and revenue in property management at a mid-single digit CAGR, despite challenging macroeconomic conditions.][added: rate.]

This segment benefits from multiple tailwinds, most notably [removed: multi-national corporations’] [added: an] increased desire [added: for large occupiers and investors] to outsource and consolidate real estate services to optimize costs, operational efficiencies and workplace experiences.

Our [removed: GWS Enterprise] [added: enterprise facilities management] business typically serves large global [removed: corporations] [added: corporations,] including many of the Fortune 500, through multi-year contracts, while our [removed: GWS Local] [added: local facilities management] business meets the needs of smaller occupiers with more [removed: localized] [added: regional] portfolios.

In [removed: early] [added: January] 2025, we [removed: completed our plan to merge] [added: merged] our wholly owned CBRE [removed: Project Management] [added: project management] services business into Turner & [removed: Townsend, our majority-owned program] [added: Townsend] and [removed: project management subsidiary.][added: established Project Management as a separate business segment and now own 70% of the combined entity.]

[removed: We manage a wide] [added: These] range [removed: of programs and projects] from [removed: small repairs/refurbishments in corporate facilities to] billion-dollar-plus advanced manufacturing plants [removed: to] [added: and] sophisticated infrastructure projects [removed: such] [added: (such] as data centers, airports and power [removed: stations.][added: stations) to energy and sustainability solutions and repairs and refurbishments in corporate facilities.]

Our scale, highly diverse capabilities and [removed: technology] investments [added: in technology] allow us to solve our clients’ [removed: biggest challenges] [added: needs] in managing capital [removed: projects around the world.][added: projects.]

[removed: This] [added: Our Real Estate Investments (REI)] segment is comprised of two [removed: businesses:] [added: business lines:] investment management and real estate development.

With [removed: $146] [added: $155.5] billion [removed: (as of December 31, 2024)] in assets under [removed: management,] [added: management as of December 31, 2025,] CBRE Investment Management (IM) is one of the leading investment platforms for global real assets.

[removed: Much like other parts of our company,] IM is [added: also] diversified across many dimensions – investment strategies, sectors, geographies, risk profiles and execution [removed: formats.][added: formats – and holds a co-investment in many of our investment funds and programs.]

Our real estate development business – Trammell Crow Company (TCC) [added: –] provides leading-edge development services to real estate investors, owners and occupiers.

[added: TCC has been the largest commercial real estate developer in the U.S. for more than a] decade and has a track record of developing best-in-class buildings across multiple property sectors in top-tier [removed: markets in the U.S. and Europe.][added: markets.]

Our in-process portfolio and pipeline totaled over [removed: $32] [added: $29.5] billion [removed: (as] [added: as] of December 31, [removed: 2024)] [added: 2025] and spanned all major asset classes.

We believe [removed: the] [added: our] platform – particularly our knowledge platform (research, data/technology, strategy, etc.) as well as marketing, procurement and more – provides a distinct advantage because of the level of resources and investment that our scale and financial strength allow us to make in these areas.

In [removed: this] [added: the Corporate] segment, we also account for the value of our investments in non-core, non-controlling equity investments.

[removed: Because of the] [added: These] range [removed: of services we provide and numerous markets we serve, we encounter a wide variety of competitors, including] [added: from] a handful of [added: well-established] globally diversified real estate services firms that are [removed: well-established but] smaller than [removed: CBRE, as well as] [added: CBRE to] many [removed: business-line-specific] specialists that operate in [removed: various geographies.][added: specific geographies or business lines.]

These opportunities result from the high value our clients place on our scale, [removed: depth of] [added: in-depth] expertise, technology and data-led insights, as well as their increasing preference for consolidating the number of service providers, which plays to our advantage in delivering integrated solutions globally.

[removed: We have learning & development] [added: Our] programs [added: are] designed to help our professionals succeed and develop [added: into] future leaders, [removed: including] [added: and include] webinars, live virtual and in-person training, self-paced digital learning, coaching, mentoring and on-the-job learning.

At December 31, [removed: 2024,] [added: 2025,] we had more than [removed: 140,000] [added: 155,000] employees (including Turner & Townsend employees) worldwide.

The costs associated with approximately [removed: 62%] [added: 61%] of CBRE employees (excluding Turner & Townsend employees) are reimbursed by clients and are mainly in our [removed: GWS and property management businesses.][added: BOE segment.]

At December 31, [removed: 2024,] [added: 2025,] approximately [removed: 14%] [added: 18%] of employees worldwide (excluding Turner & Townsend employees) were subject to collective bargaining agreements.

Our annual Corporate Responsibility Report includes public disclosures of demographics, including diversity data, for our U.S. [removed: workforce,] [added: workforce] in accordance with U.S. Equal Employment Opportunity Commission [removed: requirements] [added: requirements,] and other relevant information.

We hold various trademarks and trade names [removed: worldwide, including the “CBRE,” and “Turner & Townsend” marks.][added: worldwide.]

Examples of how we have expanded our participation in secularly favored and resilient businesses and enlarged our total addressable market include our acquisitions of:

- Turner & Townsend, the global project management firm, in which we hold a majority ownership interest;

- J&J Worldwide Services (now doing business as CBRE Government & Defense Services), which markedly increased the facilities-related services we provide to the U.S. federal government;

- Direct Line Global, a provider of technical facilities management services to data centers;

- Industrious National Management Company, LLC (Industrious), a flexible workplace solutions and workplace experience platform, which we fully acquired in January 2025; and

- Pearce Services, LLC (Pearce), a leading provider of advanced technical services for digital and power infrastructure, which we acquired in November 2025.

We also report results for a Corporate and other segment, which encompasses our platform and non-core investments.

Building Operations & Experience

We established the Building Operations & Experience (BOE) segment in 2025 to unify our building operations, workplace experience and property management capabilities across all property sectors and building types.

We oversee the daily operations that keep buildings functioning.

These include technical services (*e.g.,* HVAC, electrical, plumbing, fire systems, elevators/escalators), which we typically self-perform, and soft services (*e.g.,* janitorial, security, landscaping), which we often sub-contract, and integrate these with smart building solutions that increase efficiency and generate cost savings for the building occupiers.

Our property management business contracts primarily with owners of office, industrial and retail properties to provide building engineering, lease administration, accounting and investment reporting services.

Our digital infrastructure business line provides technical services, including services support infrastructure and facilities management services for data centers in the rapidly growing hyperscale market, as well as the colocation and enterprise markets.

We provide flexible workplace solutions and workplace experience services through Industrious, a company which we fully acquired in January 2025.

Its flexible offerings include dedicated offices, turnkey private suites, and on-demand access to coworking and meeting spaces at more than 250 locations in over 80 cities globally.

Project Management

Our Project Management segment delivers program management, project management and cost consultancy services globally through Turner & Townsend, our majority owned subsidiary, which we acquired in 2021.

We oversee the delivery of real estate, infrastructure, and natural resource projects globally, ensuring they are completed on schedule and within budget.

For project management activities, we oversee the execution of individual projects from start to finish, while program management entails the coordination of multiple simultaneous projects for a single client, ensuring consistent processes, reporting and quality standards.

Our cost consultancy specialists leverage proprietary databases and global benchmarks to establish construction cost baselines and identify ways to reduce costs at every stage of the project lifecycle.

Most work is delivered through a fee-for-service model, but we also provide services through turnkey and project management consulting agreements.

Our portfolio includes projects that are 100% owned or those in which we hold a co-investment interest alongside capital partners, as well as those that we develop on a fee basis, such as built-to-suits.

Because of the range of services we provide and numerous markets we serve, we encounter a wide variety of competitors.

Our leadership across a wide spectrum of asset classes, including secular growth sectors like logistics and data centers, provides a diversified platform that is resilient across market cycles.

We are focused on ensuring that our people meet the needs of our clients and our business strategy.

In addition to offering competitive compensation, comprehensive benefits, and a thorough onboarding process, we support professional development and growth through learning opportunities and effective talent and performance management practices.

We also foster an engaging and inclusive culture where everyone is valued, supported and feels they belong, ensuring equal opportunities for success based on merit.

These statements

- cost and availability of capital for investment in real estate;

Examples of how we have expanded our participation in secularly favored and resilient businesses and enlarged our total addressable market include our investments in the global project management firm, Turner & Townsend, in which we hold a majority ownership interest; the flexible office platform, Industrious, in which we acquired full ownership in January 2025; J&J Worldwide Services, a provider of facilities management and related services to the U.S. federal government; and Direct Line Global, a provider of technical facilities management services to data centers.

As of December 31, 2024, we served clients through three business segments: Advisory Services, Global Workplace Solutions and Real Estate Investments, and a fourth segment, called Corporate and other, which encompasses our platform and non-core investments.

On January 1, 2025, we combined our project management business with our Turner & Townsend subsidiary and increased our ownership in the combined entity to 70%.

We will publicly report financial results for a fourth business segment, Project Management, beginning in the first quarter of 2025.

We remain committed to growing these resilient business lines further, particularly where they benefit from sustained demand tailwinds.

Global Workplace Solutions

Global Workplace Solutions (GWS) is the leading global provider of integrated facilities management and project management solutions for major occupiers of commercial real estate.

With facilities management experts in more than 100 countries, we perform mission-critical technical services and maintenance in more locations worldwide than any other provider.

This allows us to deliver tailored property solutions at both a local and global level, while improving quality and experience, reducing cost and mitigating risk.

We provide these services across virtually all asset types, including offices, retail outlets, and critical facilities (including data centers, laboratories, government facilities, manufacturing environments, warehouses and other mission-critical facilities).

We achieve growth by investing in (a) superior talent and processes that deliver service excellence; (b) capabilities to perform a wide range of in-house technical services that increase operational efficiency and reliability while lowering costs and carbon emissions; (c) proprietary technology and data solutions that allow us to amass data at scale and deliver actionable insights to clients for managing complex challenges; and (d) ongoing acquisition activity, including the acquisition of larger companies such as Norland Managed Services, which marked our entry into the local facilities management space; the Johnson Controls Global Workplace Solutions business, which substantially scaled our core enterprise facilities management business; J&J Worldwide Services, which markedly increased our facilities-related services to the U.S. federal government; and Direct Line Global, which enhanced our capabilities and participation in the data center management space, as well as numerous in-fill transactions.

Our project management business delivers program management, project management and cost consultancy services across commercial real estate, infrastructure and natural resources sectors.

Our combined capabilities make us a leading global, full-service building consulting, program, project and cost management provider, which completed nearly 50,000 projects/programs in 2024.

We also increasingly serve clients for net-zero program management and energy and sustainability solutions.

Real Estate Investments (REI) is a major real assets developer, investor and operator.

Its growth opportunity is enhanced by investors’ growing appetite for investment alternatives, including real estate and infrastructure, that diversify their holdings and offer potentially higher returns compared to traditional investment strategies.

We hold a co-investment in many of our investment funds and programs, which span private direct real estate, private indirect real estate through third-party operators, listed real assets and private infrastructure.

TCC has been the largest commercial developer in the U.S. for more than a

Our portfolio represents a diversified mix of projects that are either 100% owned or in which we participate financially via co-investment with strategic capital partners or through fee-based developments, such as built-to-suit projects.

We have a track record of generating high investment returns for our capital partners and the company and our conservative, risk-mitigated capital structures enable us to time asset dispositions when market circumstances are most favorable.

We drive growth in this segment by: (a) providing IM and TCC real-time access to the broader CBRE global brand, on-the-ground market intelligence, supplemented by their own investments in research/data, which enables them to identify early and invest in secularly favored markets/products with tailwinds; (b) leveraging CBRE’s balance sheet to create opportunities for co-investment alongside our investor clients in our fund vehicles and developments; and (c) driving strong and ongoing collaboration between IM and TCC.

Our primary focus is to ensure our people meet the needs of our business strategy, providing them with an experience where employees feel valued and supported, and have opportunities for growth and development.

This means not only concentrating on the basics such as onboarding, payroll and benefits, but also responding to the business’ needs such as acquiring talent, growing our employees through learning and development, talent and performance management practices.

We also reward our people with competitive pay and benefits, foster an engaging and inclusive workplace and improve productivity through investments in technology, tools and resources.

We are dedicated to fostering an inclusive culture where everyone feels valued, supported and a sense of belonging, and we are committed to ensuring everyone has an equal opportunity to succeed.

Our website (https://www.cbre.com) contains information concerning us.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

As of June 30, [removed: 2024,] [added: 2025,] the aggregate market value of Class A Common Stock held by non-affiliates of the registrant was [removed: $27.2] [added: $41.5] billion based upon the last reported sales price on the New York Stock Exchange of [removed: $89.11] [added: $140.12] for the registrant’s Class A Common Stock.

As of February [removed: 11, 2025,] [added: 10, 2026,] the number of shares of Class A Common Stock outstanding was [removed: 300,037,482.][added: 295,158,554.]

Portions of the proxy statement for the registrant’s [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be held May 21, [removed: 2025] [added: 2026] are incorporated by reference in Part III of this Annual Report on Form 10-K.

| [Item [removed: 1.](#i9883772b436344448cace62870900e74_13)] [added: 1.](#ie02c4d3e38f74bef86231126242ca09e_250)] | | | [removed: [Business](#i9883772b436344448cace62870900e74_13)] [added: [Business](#ie02c4d3e38f74bef86231126242ca09e_250)] | | | [removed: [1](#i9883772b436344448cace62870900e74_13)] [added: [1](#ie02c4d3e38f74bef86231126242ca09e_250)] | | |

| [Item [removed: 1A.](#i9883772b436344448cace62870900e74_55)] [added: 1A.](#ie02c4d3e38f74bef86231126242ca09e_289)] | | | [Risk [removed: Factors](#i9883772b436344448cace62870900e74_55)] [added: Factors](#ie02c4d3e38f74bef86231126242ca09e_289)] | | | [removed: [8](#i9883772b436344448cace62870900e74_55)] [added: [7](#ie02c4d3e38f74bef86231126242ca09e_289)] | | |

| [Item [removed: 1B.](#i9883772b436344448cace62870900e74_79)] [added: 1B.](#ie02c4d3e38f74bef86231126242ca09e_313)] | | | [Unresolved Staff [removed: Comments](#i9883772b436344448cace62870900e74_79)] [added: Comments](#ie02c4d3e38f74bef86231126242ca09e_313)] | | | [removed: [22](#i9883772b436344448cace62870900e74_79)] [added: [20](#ie02c4d3e38f74bef86231126242ca09e_313)] | | |

| [removed: Item 1C.] [added: [Item 1C.](#ie02c4d3e38f74bef86231126242ca09e_316)] | | | [removed: [Cybersecurity](#i9883772b436344448cace62870900e74_82)] [added: [Cybersecurity](#ie02c4d3e38f74bef86231126242ca09e_316)] | | | [removed: [23](#i9883772b436344448cace62870900e74_82)] [added: [20](#ie02c4d3e38f74bef86231126242ca09e_316)] | | |

| [Item [removed: 2.](#i9883772b436344448cace62870900e74_85)] [added: 2.](#ie02c4d3e38f74bef86231126242ca09e_319)] | | | [removed: [Properties](#i9883772b436344448cace62870900e74_85)] [added: [Properties](#ie02c4d3e38f74bef86231126242ca09e_319)] | | | [removed: [24](#i9883772b436344448cace62870900e74_85)] [added: [22](#ie02c4d3e38f74bef86231126242ca09e_319)] | | |

| [Item [removed: 3.](#i9883772b436344448cace62870900e74_88)] [added: 3.](#ie02c4d3e38f74bef86231126242ca09e_322)] | | | [Legal [removed: Proceedings](#i9883772b436344448cace62870900e74_88)] [added: Proceedings](#ie02c4d3e38f74bef86231126242ca09e_322)] | | | [removed: [25](#i9883772b436344448cace62870900e74_88)] [added: [22](#ie02c4d3e38f74bef86231126242ca09e_322)] | | |

| [Item [removed: 4.](#i9883772b436344448cace62870900e74_91)] [added: 4.](#ie02c4d3e38f74bef86231126242ca09e_325)] | | | [Mine Safety [removed: Disclosures](#i9883772b436344448cace62870900e74_91)] [added: Disclosures](#ie02c4d3e38f74bef86231126242ca09e_325)] | | | [removed: [25](#i9883772b436344448cace62870900e74_91)] [added: [22](#ie02c4d3e38f74bef86231126242ca09e_325)] | | |

| [Item [removed: 5.](#i9883772b436344448cace62870900e74_97)] [added: 5.](#ie02c4d3e38f74bef86231126242ca09e_331)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i9883772b436344448cace62870900e74_97)] [added: Securities](#ie02c4d3e38f74bef86231126242ca09e_331)] | | | [removed: [26](#i9883772b436344448cace62870900e74_97)] [added: [23](#ie02c4d3e38f74bef86231126242ca09e_331)] | | |

| [Item [removed: 7.](#i9883772b436344448cace62870900e74_109)] [added: 7.](#ie02c4d3e38f74bef86231126242ca09e_343)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i9883772b436344448cace62870900e74_109)] [added: Operations](#ie02c4d3e38f74bef86231126242ca09e_343)] | | | [removed: [29](#i9883772b436344448cace62870900e74_109)] [added: [26](#ie02c4d3e38f74bef86231126242ca09e_343)] | | |

| [Item [removed: 7A.](#i9883772b436344448cace62870900e74_193)] [added: 7A.](#ie02c4d3e38f74bef86231126242ca09e_364)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i9883772b436344448cace62870900e74_193)] [added: Risk](#ie02c4d3e38f74bef86231126242ca09e_364)] | | | [removed: [50](#i9883772b436344448cace62870900e74_193)] [added: [49](#ie02c4d3e38f74bef86231126242ca09e_364)] | | |

| [Item [removed: 8.](#i9883772b436344448cace62870900e74_202)] [added: 8.](#ie02c4d3e38f74bef86231126242ca09e_391)] | | | [Financial Statements and Supplementary [removed: Data](#i9883772b436344448cace62870900e74_202)] [added: Data](#ie02c4d3e38f74bef86231126242ca09e_391)] | | | [removed: [52](#i9883772b436344448cace62870900e74_202)] [added: [51](#ie02c4d3e38f74bef86231126242ca09e_391)] | | |

| [Item [removed: 9.](#i9883772b436344448cace62870900e74_433)] [added: 9.](#ie02c4d3e38f74bef86231126242ca09e_553)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i9883772b436344448cace62870900e74_433)] [added: Disclosure](#ie02c4d3e38f74bef86231126242ca09e_553)] | | | [removed: [115](#i9883772b436344448cace62870900e74_433)] [added: [118](#ie02c4d3e38f74bef86231126242ca09e_553)] | | |

| [Item [removed: 9A.](#i9883772b436344448cace62870900e74_436)] [added: 9A.](#ie02c4d3e38f74bef86231126242ca09e_556)] | | | [Controls and [removed: Procedures](#i9883772b436344448cace62870900e74_436)] [added: Procedures](#ie02c4d3e38f74bef86231126242ca09e_556)] | | | [removed: [115](#i9883772b436344448cace62870900e74_436)] [added: [118](#ie02c4d3e38f74bef86231126242ca09e_556)] | | |

| [Item [removed: 9B.](#i9883772b436344448cace62870900e74_439)] [added: 9B.](#ie02c4d3e38f74bef86231126242ca09e_559)] | | | [Other [removed: Information](#i9883772b436344448cace62870900e74_439)] [added: Information](#ie02c4d3e38f74bef86231126242ca09e_559)] | | | [removed: [116](#i9883772b436344448cace62870900e74_439)] [added: [119](#ie02c4d3e38f74bef86231126242ca09e_559)] | | |

| [Item [removed: 9C.](#i9883772b436344448cace62870900e74_442)] [added: 9C.](#ie02c4d3e38f74bef86231126242ca09e_562)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i9883772b436344448cace62870900e74_442)] [added: Inspections](#ie02c4d3e38f74bef86231126242ca09e_562)] | | | [removed: [116](#i9883772b436344448cace62870900e74_442)] [added: [119](#ie02c4d3e38f74bef86231126242ca09e_562)] | | |

| [Item [removed: 10.](#i9883772b436344448cace62870900e74_448)] [added: 10.](#ie02c4d3e38f74bef86231126242ca09e_568)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i9883772b436344448cace62870900e74_448)] [added: Governance](#ie02c4d3e38f74bef86231126242ca09e_568)] | | | [removed: [117](#i9883772b436344448cace62870900e74_448)] [added: [120](#ie02c4d3e38f74bef86231126242ca09e_568)] | | |

| [Item [removed: 11.](#i9883772b436344448cace62870900e74_451)] [added: 11.](#ie02c4d3e38f74bef86231126242ca09e_571)] | | | [Executive [removed: Compensation](#i9883772b436344448cace62870900e74_451)] [added: Compensation](#ie02c4d3e38f74bef86231126242ca09e_571)] | | | [removed: [117](#i9883772b436344448cace62870900e74_451)] [added: [120](#ie02c4d3e38f74bef86231126242ca09e_571)] | | |

| [Item [removed: 12.](#i9883772b436344448cace62870900e74_454)] [added: 12.](#ie02c4d3e38f74bef86231126242ca09e_574)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i9883772b436344448cace62870900e74_454)] [added: Matters](#ie02c4d3e38f74bef86231126242ca09e_574)] | | | [removed: [117](#i9883772b436344448cace62870900e74_454)] [added: [120](#ie02c4d3e38f74bef86231126242ca09e_574)] | | |

| [Item [removed: 13.](#i9883772b436344448cace62870900e74_457)] [added: 13.](#ie02c4d3e38f74bef86231126242ca09e_577)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i9883772b436344448cace62870900e74_457)] [added: Independence](#ie02c4d3e38f74bef86231126242ca09e_577)] | | | [removed: [117](#i9883772b436344448cace62870900e74_457)] [added: [120](#ie02c4d3e38f74bef86231126242ca09e_577)] | | |

| [Item [removed: 14.](#i9883772b436344448cace62870900e74_460)] [added: 14.](#ie02c4d3e38f74bef86231126242ca09e_580)] | | | [Principal Accounting Fees and [removed: Services](#i9883772b436344448cace62870900e74_460)] [added: Services](#ie02c4d3e38f74bef86231126242ca09e_580)] | | | [removed: [117](#i9883772b436344448cace62870900e74_460)] [added: [120](#ie02c4d3e38f74bef86231126242ca09e_580)] | | |

| [Item [removed: 15.](#i9883772b436344448cace62870900e74_466)] [added: 15.](#ie02c4d3e38f74bef86231126242ca09e_586)] | | | [Exhibits and Financial Statement [removed: Schedules](#i9883772b436344448cace62870900e74_466)] [added: Schedules](#ie02c4d3e38f74bef86231126242ca09e_586)] | | | [removed: [118](#i9883772b436344448cace62870900e74_466)] [added: [121](#ie02c4d3e38f74bef86231126242ca09e_586)] | | |

| [Item [removed: 16.](#i9883772b436344448cace62870900e74_469)] [added: 16.](#ie02c4d3e38f74bef86231126242ca09e_589)] | | | [Form 10-K [removed: Summary](#i9883772b436344448cace62870900e74_469)] [added: Summary](#ie02c4d3e38f74bef86231126242ca09e_589)] | | | [removed: [118](#i9883772b436344448cace62870900e74_469)] [added: [121](#ie02c4d3e38f74bef86231126242ca09e_589)] | | |

| [Schedule II – Valuation and Qualifying [removed: Accounts](#i9883772b436344448cace62870900e74_472)] [added: Accounts](#ie02c4d3e38f74bef86231126242ca09e_592)] | | | | | | [removed: [119](#i9883772b436344448cace62870900e74_472)] [added: [122](#ie02c4d3e38f74bef86231126242ca09e_592)] | | |

| [PART I](#ie02c4d3e38f74bef86231126242ca09e_247) | | | | | | | | |

| [PART II](#ie02c4d3e38f74bef86231126242ca09e_328) | | | | | | | | |

| [Item 6.](#ie02c4d3e38f74bef86231126242ca09e_340) | | | [\[Reserved\]](#ie02c4d3e38f74bef86231126242ca09e_340) | | | [25](#ie02c4d3e38f74bef86231126242ca09e_340) | | |

| [PART III](#ie02c4d3e38f74bef86231126242ca09e_565) | | | | | | | | |

| [PART IV](#ie02c4d3e38f74bef86231126242ca09e_583) | | | | | | | | |

| [SIGNATURES](#ie02c4d3e38f74bef86231126242ca09e_598) | | | | | | [127](#ie02c4d3e38f74bef86231126242ca09e_598) | | |

| [PART I](#i9883772b436344448cace62870900e74_10) | | | | | | | | |

| [PART II](#i9883772b436344448cace62870900e74_94) | | | | | | | | |

| [Item 6.](#i9883772b436344448cace62870900e74_106) | | | [\[Reserved\]](#i9883772b436344448cace62870900e74_106) | | | [28](#i9883772b436344448cace62870900e74_106) | | |

| [PART III](#i9883772b436344448cace62870900e74_445) | | | | | | | | |

| [PART IV](#i9883772b436344448cace62870900e74_463) | | | | | | | | |

| [SIGNATURES](#i9883772b436344448cace62870900e74_478) | | | | | | [123](#i9883772b436344448cace62870900e74_478) | | |

Our risk management team works with [added: management and] our digital & technology organization to evaluate and address cybersecurity risks in alignment with our business objectives and operational needs.

- Technical Safeguards: We deploy technical and procedural measures to protect our [added: and our clients’] technology and data.

- Security Awareness [removed: /] [added: and] Training: All employees are required to adhere to our Standards of Business Conduct, which identifies an employee’s responsibility for information [removed: security.][added: security, confidentiality, and acceptable use of information and technology.]

We also sponsor a [removed: “Cyber Security] [added: “Cybersecurity] Awareness Month” in October each year and conduct regular phishing detection and response exercises.

- Incident Response Plans: We maintain and update incident response plans that address the life cycle of a [removed: cyber-incident] [added: cybersecurity incident] and routinely evaluate the effectiveness of such plans.

Incident response plans focus on [removed: cyber] [added: cybersecurity] risk issues, including detection, response and recovery; [removed: cyber] [added: cybersecurity] threats, including external communication and legal compliance; and breach simulations and penetration testing through internal and external exercises.

[removed: Each year, we engage] [added: We have previously engaged] a third-party expert to oversee a cybersecurity incident response exercise to test pre-planned response actions from our incident response plan and to facilitate group discussions regarding the effectiveness of our cybersecurity incident response strategies and tactics.

Vendor security reviews evaluate numerous key security controls and the outputs of these reviews are used as part of business [removed: decisions regarding procurement and to assess a vendor’s overall security posture relative to a defined set of security criteria.]

The Audit Committee is responsible for evaluating and overseeing the management of risks related to information technology, which includes cybersecurity [removed: and data security] risks.

The Audit Committee receives quarterly reports from our Chief Information Security Officer (CISO) regarding cybersecurity [removed: and data security] matters and related risk exposures.

decisions regarding procurement and to assess a vendor’s overall security posture relative to a defined set of security criteria.

As of December 31, [removed: 2024,] [added: 2025,] we occupied offices, excluding offices occupied by affiliates, in the following geographical regions:

| | | | Sales [removed: Offices(1)] [added: Offices (1)] | | | | | | [added: Coworking Spaces (2) | | | | | |] Corporate Offices | | | | | | Total | | |

| Europe, Middle East and Africa (EMEA) | | | [removed: 267] [added: 268] | | | | | | [added: 11 | | | | | |] 1 | | | | | | [removed: 268] [added: 280] | | |

(1)Includes [removed: 129] [added: 145] offices of Turner & Townsend, including [removed: 41] [added: 42] in the Americas, [removed: 57] [added: 70] in EMEA, and [removed: 31] [added: 33] offices in APAC regions.

Some of our offices house employees from more than one of our business segments (i.e. an office might house employees from all [removed: three] [added: four] of our business segments).

As such, we have provided the above office totals by geographic region rather than by business segment in order to avoid [removed: double] counting [removed: or triple counting] our [removed: offices.][added: offices multiple times.]

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Americas | | | 278 | | | | | | 134 | | | | | | 1 | | | | | | 413 | | |

| Asia Pacific | | | 142 | | | | | | 11 | | | | | | 1 | | | | | | 154 | | |

| Total | | | 688 | | | | | | 156 | | | | | | 3 | | | | | | 847 | | |

(2)Primarily relates to space for which Industrious is a lessee for an open coworking location.

We provide flexible workplace solutions and workplace experience services through Industrious, a company which we fully acquired in January 2025.

Industrious provides flexible workspaces, which include dedicated offices, turnkey private suites, and on-demand access to coworking and meeting spaces.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Americas | | | 274 | | | | | | 1 | | | | | | 275 | | |

| Asia Pacific | | | 165 | | | | | | 1 | | | | | | 166 | | |

| Total | | | 706 | | | | | | 3 | | | | | | 709 | | |

As of February [removed: 11, 2025,] [added: 10, 2026,] there were [removed: 48] [added: 54] stockholders of record of our Class A common stock.

Open market share repurchase activity during the three months ended December 31, [removed: 2024] [added: 2025] was as follows (dollars in millions, except per share amounts):

[removed: (1)In] [added: (1)In] November 2024, our Board authorized an additional $5.0 billion to our existing $4.0 billion share repurchase program (as amended, the 2024 program) bringing the total authorized amount under the 2024 program to a total of $9.0 billion as of December 31, [removed: 2024.][added: 2025.]

During the fourth quarter of [removed: 2024,] [added: 2025,] we repurchased an aggregate of [removed: $534] [added: $293] million of our common stock under the 2024 program.

The remaining [removed: $5.8] [added: $4.9] billion in the table represents the amount available to repurchase shares under the 2024 program as of December 31, [removed: 2024.][added: 2025.]

The graph assumes that the value of the investment in our common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on December 31, [removed: 2019] [added: 2020] and tracks it through December 31, [removed: 2024.][added: 2025.]

[removed: ][added: ]

(1)$100 invested on December 31, [removed: 2019] [added: 2020] in stock or index-including reinvestment of dividends.

(2)Copyright© [removed: 2025] [added: 2026] Standard & Poor’s, a division of S&P Global.

| October 1, 2025 - October 31, 2025 | | | — | | | $ | — | | — | | | | | | | | |

| November 1, 2025 - November 30, 2025 | | | 1,289,104 | | | 155.15 | | | 1,289,104 | | | | | | | | |

| December 1, 2025 - December 31, 2025 | | | 578,214 | | | 160.84 | | | 578,214 | | | | | | | | |

| | | | 1,867,318 | | | $ | 156.91 | | 1,867,318 | | | | | | $ | 4,866 | |

_______________________________

| | | | 12/31/20 | | | 12/21 | | | 12/22 | | | 12/23 | | | 12/24 | | | 12/25 | | |

| CBRE Group, Inc. | | | $ | 100.00 | | $ | 173.01 | | $ | 122.70 | | $ | 148.42 | | $ | 209.33 | | $ | 256.36 | |

| S&P 500 | | | 100.00 | | | 128.71 | | | 105.40 | | | 133.10 | | | 166.40 | | | 196.16 | | |

| Peer Group | | | 100.00 | | | 164.69 | | | 104.23 | | | 122.62 | | | 141.65 | | | 168.39 | | |

| October 1, 2024 - October 31, 2024 | | | 21,324 | | | $ | 119.48 | | 21,324 | | | | | | | | |

| November 1, 2024 - November 30, 2024 | | | 2,301,758 | | | 134.80 | | | 2,301,758 | | | | | | | | |

| December 1, 2024 - December 31, 2024 | | | 1,665,592 | | | 132.61 | | | 1,665,592 | | | | | | | | |

| | | | 3,988,674 | | | $ | 133.81 | | 3,988,674 | | | | | | $ | 5,822 | |

________________________________________________________________________________________________________________________________________

| | | | 12/31/19 | | | 12/20 | | | 12/21 | | | 12/22 | | | 12/23 | | | 12/24 | | |

| CBRE Group, Inc. | | | $ | 100.00 | | $ | 102.33 | | $ | 177.04 | | $ | 125.57 | | $ | 151.88 | | $ | 214.21 | |

| S&P 500 | | | 100.00 | | | 118.40 | | | 152.39 | | | 124.79 | | | 157.59 | | | 197.02 | | |

| Peer Group | | | 100.00 | | | 85.50 | | | 140.81 | | | 89.11 | | | 104.84 | | | 121.11 | | |

| [Report of Independent Registered Public Accounting Firm on Consolidated Financial [removed: Statements](#i9883772b436344448cace62870900e74_205) [(KPMG] [added: Statements](#ie02c4d3e38f74bef86231126242ca09e_394) (KPMG] LLP, Los Angeles, CA, Auditor Firm [removed: ID:](#i9883772b436344448cace62870900e74_205) 185[)](#i9883772b436344448cace62870900e74_205)] [added: ID: 185)] | | | [removed: [53](#i9883772b436344448cace62870900e74_205)] [added: [52](#ie02c4d3e38f74bef86231126242ca09e_394)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting](#i9883772b436344448cace62870900e74_208)] [added: Reporting](#ie02c4d3e38f74bef86231126242ca09e_397)] | | | [removed: [55](#i9883772b436344448cace62870900e74_208)] [added: [54](#ie02c4d3e38f74bef86231126242ca09e_397)] | | |

[removed: | [Consolidated Statements of Operations] [added: Gains and losses] for the years [removed: ended](#i9883772b436344448cace62870900e74_214)] [added: ended] December 31, [removed: 2024[,](#i9883772b436344448cace62870900e74_214)] [added: 2024 and December 31,] 2023 [removed: [and](#i9883772b436344448cace62870900e74_214) 2022 | | | [58](#i9883772b436344448cace62870900e74_214) | | |][added: were immaterial.]

[removed: | [Notes to Consolidated Financial Statements](#i9883772b436344448cace62870900e74_226) | | | [62](#i9883772b436344448cace62870900e74_226) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

| [Schedule II -Valuation and Qualifying [removed: Accounts](#i9883772b436344448cace62870900e74_472)] [added: Accounts](#ie02c4d3e38f74bef86231126242ca09e_592)] | | | [removed: [119](#i9883772b436344448cace62870900e74_472)] [added: [122](#ie02c4d3e38f74bef86231126242ca09e_592)] | | |

We have audited the accompanying consolidated balance sheets of CBRE Group, Inc. and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income, cash flows, and equity for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule II (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 14, 2025] [added: 12, 2026] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

As discussed in Notes 2 and [removed: 15] [added: 16] to the consolidated financial statements, the Company has recorded gross unrecognized tax benefits of [removed: $347] [added: $364] million as of December 31, [removed: 2024.][added: 2025.]

- Obtaining and understanding of the Company’s tax planning strategies including [removed: change sin] [added: changes in] legal entity structures and intercompany financing arrangements,

We have audited CBRE Group, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income, cash flows, and equity for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February [removed: 14, 2025] [added: 12, 2026] expressed an unqualified opinion on those consolidated financial statements.

The Company acquired [removed: J&J Worldwide Services] [added: acquired Industrious National Management Company LLC and Pearce Services, LLC] during [removed: 2024,] [added: 2025,] and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024, J&J Worldwide Services’] [added: 2025, Industrious National Management Company LLC and Pearce Services, LLC’s] internal control over financial reporting associated with [removed: four] [added: eight] percent of total [removed: assets] [added: assets, excluding goodwill,] and one percent of total revenue included in the consolidated financial statements of the Company as of and for the year ended December 31, [removed: 2024.][added: 2025.]

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of [removed: J&J Worldwide Services.][added: Industrious National Management Company LLC and Pearce Services, LLC.]

| | | | [added: | | | | | | | | | | | | 2025 | | | | | |] 2024 | | | | | | 2023 | | | [added: | | |]

| Cash and cash equivalents | | | $ | [removed: 1,114] [added: 1,864] | | | | | $ | [removed: 1,265] [added: 1,114] | |

| Restricted cash | | | [removed: 107] [added: 150] | | | | | | [removed: 106] [added: 107] | | |

| Receivables, less allowance for doubtful accounts of [removed: $101] [added: $125] and [removed: $102] [added: $101] at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively | | | [removed: 7,005] [added: 8,284] | | | | | | [removed: 6,370] [added: 7,005] | | |

| Warehouse receivables | | | [removed: 561] [added: 1,630] | | | | | | [removed: 675] [added: 561] | | |

| Contract assets | | | [removed: 400] [added: 462] | | | | | | [removed: 443] [added: 400] | | |

| Prepaid expenses | | | [removed: 332] [added: 372] | | | | | | [removed: 333] [added: 332] | | |

| Income taxes receivable | | | [removed: 130] [added: 175] | | | | | | [removed: 159] [added: 130] | | |

| Other current assets | | | [removed: 321] [added: 552] | | | | | | [removed: 315] [added: 321] | | |

| Total Current Assets | | | [removed: 9,970] [added: 13,489] | | | | | | [removed: 9,666] [added: 9,970] | | |

| Property and equipment, net of accumulated depreciation and amortization of [removed: $1,795] [added: $2,137] and [removed: $1,576] [added: $1,795] at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively | | | [removed: 914] [added: 1,049] | | | | | | [removed: 907] [added: 914] | | |

| Goodwill | | | [removed: 5,621] [added: 7,051] | | | | | | [removed: 5,129] [added: 5,621] | | |

| Other intangible assets, net of accumulated amortization of [removed: $2,494] [added: $2,764] and [removed: $2,179] [added: $2,494] at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively | | | [removed: 2,298] [added: 2,972] | | | | | | [removed: 2,081] [added: 2,298] | | |

| Operating lease assets | | | [removed: 1,198] [added: 2,062] | | | | | | [removed: 1,030] [added: 1,198] | | |

| Investments in unconsolidated subsidiaries (with [removed: $890] [added: $421] and [removed: $997] [added: $890] at fair value at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively) | | | [removed: 1,295] [added: 870] | | | | | | [removed: 1,374] [added: 1,295] | | |

| Non-current contract assets | | | [removed: 89] [added: 103] | | | | | | [removed: 75] [added: 89] | | |

| Real estate under development | | | [removed: 505] [added: 646] | | | | | | [removed: 300] [added: 505] | | |

| Non-current income taxes receivable | | | [removed: 75] [added: 106] | | | | | | [removed: 78] [added: 75] | | |

| Deferred tax assets, net | | | [removed: 538] [added: 697] | | | | | | [removed: 361] [added: 538] | | |

| Other [removed: assets, net] [added: assets] | | | [removed: 1,880] [added: 1,832] | | | | | | [removed: 1,547] [added: 1,880] | | |

| Total Assets | | | $ | [removed: 24,383] [added: 30,877] | | | | | $ | [removed: 22,548] [added: 24,383] | |

| Accounts payable and accrued expenses | | | $ | [removed: 4,102] [added: 4,838] | | | | | $ | [removed: 3,562] [added: 4,102] | |

| Compensation and employee benefits payable | | | [removed: 1,419] [added: 1,630] | | | | | | [removed: 1,459] [added: 1,419] | | |

| Accrued bonus and profit sharing | | | [removed: 1,695] [added: 1,879] | | | | | | [removed: 1,556] [added: 1,695] | | |

| Operating lease liabilities | | | [removed: 200] [added: 284] | | | | | | [removed: 242] [added: 200] | | |

| [Consolidated Balance Sheets](#ie02c4d3e38f74bef86231126242ca09e_16) | | | [56](#ie02c4d3e38f74bef86231126242ca09e_16) | | |

| [Consolidated Statements of Operations](#ie02c4d3e38f74bef86231126242ca09e_19) | | | [57](#ie02c4d3e38f74bef86231126242ca09e_19) | | |

| [Consolidated Statements of Comprehensive Income](#ie02c4d3e38f74bef86231126242ca09e_22) | | | [58](#ie02c4d3e38f74bef86231126242ca09e_22) | | |

| [Consolidated Statements of Cash Flows](#ie02c4d3e38f74bef86231126242ca09e_25) | | | [59](#ie02c4d3e38f74bef86231126242ca09e_25) | | |

| [Consolidated Statements of Equity](#ie02c4d3e38f74bef86231126242ca09e_400) | | | [60](#ie02c4d3e38f74bef86231126242ca09e_400) | | |

February 12, 2026

February 12, 2026

| | | | 2025 | | | | | | 2024 | | |

| Mezzanine Equity: | | | | | | | | | | | |

| Redeemable non-controlling interests in consolidated entities | | | 433 | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | $ | 1,277 | | | | | $ | 1,036 | | | | | $ | 1,027 | | | | |

| Depreciation and amortization | | | 729 | | | | | | 674 | | | | | | 622 | | | | | |

| Amortization of other assets | | | 199 | | | | | | 195 | | | | | | 168 | | | | | |

| Deferred income taxes | | | (269) | | | | | | (194) | | | | | | (121) | | | | | |

| Stock-based compensation expense | | | 120 | | | | | | 146 | | | | | | 96 | | | | | |

| Gain on sale of real estate assets | | | (459) | | | | | | (142) | | | | | | (27) | | | | | |

| Changes in: | | | | | | | | | | | | | | | | | | | | |

| Receivables, prepaid expenses and other assets | | | (882) | | | | | | (597) | | | | | | (702) | | | | | |

| Accrued compensation expenses | | | 285 | | | | | | 206 | | | | | | (173) | | | | | |

| Income taxes, net | | | (40) | | | | | | (82) | | | | | | (103) | | | | | |

| Payments for business acquired, net of cash acquired | | | (1,374) | | | | | | (1,067) | | | | | | (203) | | | | | |

| Capital contributions related to investments | | | (161) | | | | | | (136) | | | | | | (127) | | | | | |

| Proceeds from long-term debt | | | 2,410 | | | | | | 495 | | | | | | 1,723 | | | | | |

| Repayment of long-term debt | | | (670) | | | | | | (9) | | | | | | (437) | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 1,157 | | | | | | — | | | | | | — | | | | | | 94 | | | | | | 1,251 | | | | | | 26 | | |

| Repurchase of common stock | | | (7,052,481) | | | | | | — | | | | | | (167) | | | | | | (797) | | | | | | — | | | | | | — | | | | | | — | | | | | | (964) | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | |

| [Consolidated Balance Sheets at](#i9883772b436344448cace62870900e74_211) December 31, 2024 [and](#i9883772b436344448cace62870900e74_211) 2023 | | | [57](#i9883772b436344448cace62870900e74_211) | | |

| [Consolidated Statements of Comprehensive Income for the years ended](#i9883772b436344448cace62870900e74_217) December 31, 2024[,](#i9883772b436344448cace62870900e74_217) 2023 [and](#i9883772b436344448cace62870900e74_217) 2022 | | | [59](#i9883772b436344448cace62870900e74_217) | | |

| [Consolidated Statements of Cash Flows for the years ended](#i9883772b436344448cace62870900e74_220) December 31, 2024[,](#i9883772b436344448cace62870900e74_220) 2023 [and](#i9883772b436344448cace62870900e74_220) 2022 | | | [60](#i9883772b436344448cace62870900e74_220) | | |

| [Consolidated Statements of Equity for the years ended](#i9883772b436344448cace62870900e74_1099511630935) December 31, 2024, 2023 and 2022 | | | [61](#i9883772b436344448cace62870900e74_1099511630935) | | |

February 14, 2025

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Asset impairments | | | — | | | | | | — | | | | | | 59 | | |

| Distribution of earnings from unconsolidated subsidiaries | | | 132 | | | | | | 256 | | | | | | 389 | | |

| Proceeds from sale of equity securities | | | 76 | | | | | | 14 | | | | | | 30 | | |

| Increase in receivables, prepaid expenses and other assets (including contract and lease assets) | | | (572) | | | | | | (860) | | | | | | (503) | | |

| Increase (decrease) in compensation and employee benefits payable and accrued bonus and profit sharing | | | 206 | | | | | | (173) | | | | | | (2) | | |

| Increase in net income taxes receivable/payable | | | (8) | | | | | | (97) | | | | | | (133) | | |

| Other operating activities, net | | | (221) | | | | | | (125) | | | | | | (207) | | |

| Acquisition of businesses, including net assets acquired, intangibles and goodwill, net of cash acquired | | | (1,067) | | | | | | (203) | | | | | | (173) | | |

| Contributions to unconsolidated subsidiaries | | | (136) | | | | | | (127) | | | | | | (385) | | |

| Proceeds from senior term loans | | | — | | | | | | 748 | | | | | | — | | |

| Repayment of senior term loans | | | (9) | | | | | | (437) | | | | | | — | | |

| Proceeds from issuance of senior notes | | | 495 | | | | | | 975 | | | | | | — | | |

| Acquisition of businesses (cash paid for acquisitions more than three months after purchase date) | | | (281) | | | | | | (145) | | | | | | (34) | | |

(1)Income tax payments in 2024 includes $37 million for the purchase of third-party transferable tax credits.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | Accumulated other comprehensive loss | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2021 | | | 332,875,959 | | | | | | $ | 3 | | | | | $ | 799 | | | | | $ | 8,367 | | | | | $ | (104) | | | | | $ | (537) | | | | | $ | 831 | | | | | $ | 9,359 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 1,407 | | | | | | — | | | | | | — | | | | | | 17 | | | | | | 1,424 | | |

| Repurchase of common stock | | | (22,890,606) | | | | | | — | | | | | | (913) | | | | | | (949) | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,862) | | |

| Compensation expense for equity awards | | | — | | | | | | — | | | | | | 146 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 146 | | |

| Units repurchased for payment of taxes on equity awards | | | — | | | | | | — | | | | | | (105) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (105) | | |

Based on our review, we did not record any significant other-than-temporary impairment losses during the years ended December 31, 2024, 2023 and 2022.

Management’s judgment is required in developing the assumptions for the discounted cash flow model.

The amount of revenue recognized is presented gross for any services provided by our employees, as we control them.

*Global Workplace Solutions*

This is evidenced by our obligation for their performance and our ability to direct and redirect their work, as well as negotiate the value of such services.

The amount of revenue recognized related to the majority of facilities management contracts and certain project management arrangements is presented gross (with offsetting expense recorded in cost of revenue) for reimbursements of costs of third-party services because we control those services that are delivered to the client.

These costs are typically found within our GWS segment.

No valuation allowance was recognized for MSRs in 2024, 2023, and 2022.

We do not use derivatives for trading or speculative purposes and currently do not have any derivatives that are not designated as hedges.

In June 2022, the FASB issued ASU 2022-03, *“Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.”* The amendments in the ASU clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.

The company’s management, with participation of the CEO and CFO, under the oversight of our Board, evaluated the effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] using the framework in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on the evaluation under this framework, management concluded that the company’s internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

Our evaluation of internal control over financial reporting [removed: did] [added: does] not include the internal [removed: control] [added: controls] over financial reporting [removed: of J&J Worldwide Services (J&J),] [added: related to Industrious,] which we [added: fully] acquired in [removed: the first quarter of 2024.][added: January 2025 or Pearce, which we acquired in November 2025.]

The effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included herein on page [removed: [55](#i9883772b436344448cace62870900e74_208).][added: [54](#ie02c4d3e38f74bef86231126242ca09e_397).]

Our Chief Executive Officer and Chief Financial Officer (certifying officers) have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d- 15(e) under the Exchange Act) as of December 31, [removed: 2024.][added: 2025.]

Based on this evaluation, our certifying officers concluded that our disclosure controls and procedures are effective as of December 31, [removed: 2024.][added: 2025.]

Our Chief Executive Officer and Chief Financial Officer supervise and participate in this evaluation, and they are assisted by [removed: members of our Disclosure Committee.]

Our Disclosure Committee consists of our Chief Legal & Administrative Officer, our [added: Deputy] Chief [removed: Accounting] [added: Financial] Officer, and other select employees.

As part of our ongoing integration activities, we continue to implement our controls and procedures over [removed: J&J] [added: Industrious and Pearce] to reflect the risks inherent in our acquisition.

Other than the foregoing, there have been no changes in our internal control over financial reporting during the fiscal quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Industrious represented approximately 4% and 1% of the company’s total assets, excluding goodwill, and revenue, respectively, as of and for the year ended December 31, 2025.

Pearce represented approximately 4% of the company’s total assets, excluding goodwill, as of December 31, 2025.

The percentage of total revenue recognized in the year ended December 31, 2025 attributable to Pearce was negligible.

members of our Disclosure Committee.

As described above, we acquired Industrious in January 2025 and Pearce in November 2025.

The percentage of total assets and revenue attributable to the acquired J&J Worldwide Services (J&J) included in our consolidated financial statements as of and for the year ended December 31, 2024 was approximately 4% and 1%, respectively.

As described above, in the first quarter of 2024, we acquired J&J.

During the three months ended December 31, [removed: 2024,] [added: 2025,] our Chief [removed: Legal & Administrative] [added: Financial Officer and Chief Investment] Officer, [removed: Chad Doellinger,] [added: Emma Giamartino, and our Chief Operating Officer and Chief Executive Officer, Advisory Services, Vikram Kohli, each] entered into a Rule 10b5-1 Trading Plan [removed: (the] [added: (together, the] Trading [added: Plans and each a Trading] Plan) to sell shares of the company’s Class A common stock.

The Trading [removed: Plan is] [added: Plans are] intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

The table below provides certain information regarding [removed: Mr. Doellinger’s] [added: the] Trading [removed: Plan.][added: Plans.]

| Name | | | Plan Adoption Date | | | [added: Trade Commencement Date | | |] Maximum Number of Shares that May Be Sold Under the Plan | | | Plan Expiration Date | | |

Trading under the Trading [removed: Plan] [added: Plans] may commence no sooner than [removed: March 11, 2025] [added: as indicated in the table above] and will end on the earlier of the applicable date set forth above and the date on which all the shares in the [added: applicable] Trading Plan are sold.

[removed: Mr. Doellinger’s] [added: The] Trading [removed: Plan was] [added: Plans were] adopted during an authorized trading period and when [removed: he was] [added: Ms. Giamartino and Mr. Kohli were] not in possession of material non-public information.

The transactions under [removed: Mr. Doellinger’s] [added: the] Trading [removed: Plan] [added: Plans] will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Emma Giamartino | | | 10/27/2025 | | | February 26, 2026 | | | 18,223 | | | November 18, 2026 | | |

| Vikram Kohli | | | 11/24/2025 | | | April 27, 2026 | | | 4,000 | | | November 27, 2026 | | |

Prior to her adoption of the aforementioned Trading Plan, on October 24, 2025, Ms. Giamartino terminated a previously adopted Rule 10b5-1 Trading Plan (the Terminated Trading Plan) in order to increase the number of shares of the company’s Class A common stock available to her for sale in connection with her relocation to New York City.

The Terminated Trading Plan, which was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), was adopted on August 13, 2025 and provided for the sale of up to 9,223 shares of the company’s Class A common stock.

The Terminated Trading Plan was originally scheduled to terminate on the earlier of August 28, 2026 and the date on which all the shares under the plan were sold.

The adoption of the Terminated Trading Plan, and its subsequent termination, each occurred during an authorized trading period and when Ms. Giamartino was not in possession of material non-public information.

As of the date of termination, Ms. Giamartino had not sold any shares under the Terminated Trading Plan.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Chad Doellinger | | | 10/28/2024 | | | 2,769 | | | May 15, 2026 | | |

The information under the headings “Elect Directors,” “Corporate Governance,” “Executive Management” and “Stock Ownership” in the definitive proxy statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders is incorporated herein by reference.

The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2024.][added: 2025.]

The information contained under the headings “Corporate Governance,” “Compensation Discussion and Analysis” and “Executive Compensation” in the definitive proxy statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders is incorporated herein by reference.

The information contained under the heading “Stock Ownership” in the definitive proxy statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders is incorporated herein by reference.

The following table summarizes information about our equity compensation plans as of December 31, [removed: 2024.][added: 2025.]

| Equity compensation plans approved by security holders (1) | | | [removed: 5,933,831] [added: 6,054,204] | | | | | | $ | — | | | | | [removed: 9,014,472] [added: 8,486,435] | | |

[removed: *◦*3,159,985] [added: *◦*3,565,182] RSUs that are performance vesting in nature, with the figures in the table reflecting the maximum number of RSUs that may be issued if all performance-based targets are satisfied and

[removed: *◦*2,773,846] [added: *◦*2,489,022] RSUs that are time vesting in nature.

| Total | | | 6,054,204 | | | | | | $ | — | | | | | 8,486,435 | | |

| Total | | | 5,933,831 | | | | | | $ | — | | | | | 9,014,472 | | |

The information contained under the headings “Elect Directors,” “Corporate Governance” and “Related-Party Transactions” in the definitive proxy statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders is incorporated herein by reference.

The information contained under the heading “Audit and Other Fees” in the definitive proxy statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders is incorporated herein by reference.

See [Index to Consolidated Financial Statements and Financial Statement [removed: Schedules](#i9883772b436344448cace62870900e74_202)] [added: Schedules](#ie02c4d3e38f74bef86231126242ca09e_391)] located on page [removed: [52](#i9883772b436344448cace62870900e74_202)] [added: [51](#ie02c4d3e38f74bef86231126242ca09e_391)] of this report.