What changed in this filing

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Item 1. Business

2025-02-21 compared with 2024-02-22 · 63 added, 72 removed, 231 unchanged (37% of the section changed)

Evercore is the leading independent investment banking firm in the world based on the dollar volume of announced worldwide merger and acquisition ("M&A") transactions on which we have advised in the last five years (1) .

When we use the term "independent investment banking advisory firm," we mean an investment banking firm that directly, or through its affiliates, does not engage in commercial banking or significant proprietary trading activities.

When we use the term "independent investment banking firm," we mean an investment banking firm that directly, or through its affiliates, does not engage in commercial banking or significant proprietary trading activities.

We were founded on the belief that there is an opportunity within the investment banking industry for a firm free of the potential conflicts of interest created within large, multi-product, capital intensive financial institutions.

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In 2024, our Investment Banking & Equities segment generated $2.81 billion, or 97% of our revenues, excluding Other Revenue, net, ($2.28 billion, or 97%, in 2023 and $2.72 billion, or 98%, in 2022) and earned 748 fees from clients for advisory and underwriting transactions.

As we begin the year in 2024, our Investment Banking & Equities segment has 136 (2) Advisory Senior Managing Directors and 38 Equities Senior Managing Directors with expertise and client relationships in a wide variety of industry sectors and a broad geographic reach.

As we begin the year in 2025, our Investment Banking & Equities segment has 144 (2) Investment Banking Senior Managing Directors and 40 Equities Senior Managing Directors with expertise and client relationships in a wide variety of industry sectors and a broad geographic reach.

Investment Banking

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(1) Based on Refinitiv data

(2) Senior Managing Director headcount as of December 31, 2023, adjusted to include one additional Advisory Senior Managing Director that joined in January 2024.

(2) Senior Managing Director headcount as of December 31, 2024, adjusted to include two additional Investment Banking Senior Managing Directors committed to join in 2025 and to exclude for a known departure of one Investment Banking Senior Managing Director.

• Special Committee Assignments .

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In our Equities business, Evercore ISI, our experienced research, sales and trading professionals deliver superior client service on a content-led platform, striving to be the best independent resource for equity and macroeconomic research to support our institutional investor clients.

Evercore ISI was recognized as the top ranked independent firm by Institutional Investor in 2023.

We also ranked #1 for analysts among all firms on a weighted basis (weighted by commissions and top-ranked positions).

Evercore ISI was recognized as the top ranked independent firm by Extel (formerly Institutional Investor) in 2024.

We also ranked #1 for analysts among all firms on both a weighted basis (weighted by top-ranked positions) and an unweighted basis.

Our sales team delivers research-centric service to more than 1,300 institutional clients in the U.S.

The team provides access to our macro and fundamental research products and our dedicated sales specialists provide unique sector insights.

Our equities trading professionals engage primarily in agency-only transactions, free of the potential conflicts of interest created by proprietary trading.

Our equities trading professionals trade in high- and low-touch equities, options, programs and convertible securities, engaging primarily in agency-only transactions and free of the potential conflicts of interest created by proprietary trading.

Our team provides seamless execution, placing our clients’ interests first and executing transactions with efficiency, objectivity and discretion.

• Corporate Access .

Our corporate access team develops strategic connectivity between company management and investors to maximize the impact of roadshows, field trips, sector and macro strategy conferences.

Our Investment Banking & Equities segment also includes interests in Luminis Partners ("Luminis") and Seneca Advisors LTDA ("Seneca Evercore"), which are accounted for under the equity method of accounting.

Luminis is an independent corporate advisory firm based in Australia and Seneca Evercore is an independent corporate advisory firm based in Brazil.

Our corporate access team develops strategic connectivity between company management teams and investors to maximize the impact of roadshows, field trips, sector and macro strategy conferences.

Our Investment Banking & Equities segment also includes an interest in Seneca Advisors LTDA ("Seneca Evercore"), which is accounted for under the equity method of accounting.

Seneca Evercore is an independent corporate advisory firm based in Brazil.

Investment Management

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• Investments in Affiliates.

We also hold interests in ABS Investment Management Holdings LP and ABS Investment Management GP LLC (collectively, "ABS") and Atalanta Sosnoff Capital, LLC ("Atalanta Sosnoff") that are accounted for under the equity method of accounting.

ABS is an institutionally focused hedge fund-of-funds manager and Atalanta Sosnoff manages large-capitalization U.S.

We also hold an interest in Atalanta Sosnoff Capital, LLC ("Atalanta Sosnoff"), which is accounted for under the equity method of accounting.

Atalanta Sosnoff manages large-capitalization U.S.

equity and balanced products.

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We intend to continue to promote our most talented professionals in the future, as well as to recruit and promote high-caliber strategic corporate, strategic and capital markets advisory and equity research professionals to add depth in industry sectors and products and services in areas that we believe we already have strength, to extend our reach to sectors or new business lines, product capabilities and geographies that we have identified as particularly attractive and to expand and enhance our client base and coverage model.

In 2023, 11 new Advisory Senior Managing Directors committed to joining the firm, strengthening our capabilities in Equity Capital Markets, Private Capital Markets, Technology, Communications, Real Estate, Industrials and Business Services sectors and expanding our geographic reach.

Of equal importance, following our long-term strategy of developing internal talent, we also promoted seven Advisory Managing Directors to Senior Managing Director and one Equities Managing Director to Senior Managing Director in 2023.

Additionally, in January 2024, we announced the promotion of seven Advisory Managing Directors to Senior Managing Director and one Equities Managing Director to Senior Managing Director.

In 2024, seven Investment Banking Senior Managing Directors, one Investment Banking Senior Advisor and four Equities Senior Managing Directors joined the firm, strengthening our capabilities in Private Capital Markets, Financial Sponsors, Real Estate and Industrial sectors, along with our Sales and Research capabilities and expanding our geographic reach, including into Paris, France.

We also hired two Investment Banking Senior Managing Directors in 2024 committed to join in 2025.

Of equal importance, following our long-term strategy of developing internal talent, we also promoted seven Investment Banking Managing Directors to Senior Managing Director and one Equities Managing Director to Senior Managing Director in 2024.

Additionally, in January 2025, we announced the promotion of 11 Investment Banking Managing Directors to Senior Managing Director.

On occasion, additions of professionals may result from the acquisition of boutique independent advisory firms with leading professionals in a market or sector.

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We also continue to selectively evaluate opportunities to expand Wealth Management.

We promoted three Managing Directors to Partner in our EWM business in 2023.

Human Capital Management

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Our key human capital management objectives are to attract, develop, mentor, promote and retain the most talented professionals in our industry.

To support these objectives, we invest substantial time and resources toward the recruitment and retention of people who will adhere to our Core Values (Client Focus, Integrity, Excellence, Respect, Diversity, Equity and Inclusion, Investment in People, Partnership) and improve our business.

We also reward and support employees through competitive pay and benefits programs, facilitate the professional development of our employees through our talent development programs, and promote a strong culture of diversity, equity, and inclusion throughout our organization.

With these guiding principles, our Human Capital Group leads our efforts on employment-related matters, including recruiting and hiring, onboarding and training, benefits management, compensation planning, performance management and professional development.

Our Board of Directors and its Nominating and Corporate Governance Committee provide oversight on certain human capital matters, including our Diversity, Equity and Inclusion ("DE&I") initiatives.

To support these objectives, we invest substantial time and resources toward the recruitment and retention of people who will adhere to our Core Values and improve our business.

professional development.

Our Board of Directors and its Nominating and Corporate Governance Committee also provide oversight on certain human capital matters.

Some examples of our programs, initiatives and efforts to attract, develop, mentor, promote and retain the most talented professionals in our industry include:

• Diversity, Equity and Inclusion:

DE&I is one of our Core Values and continues to be a top priority for our senior management and Board of Directors.

We are focused on applying a unified and global approach to DE&I in alignment with our Core Values and business objectives.

Progress toward this objective will make our firm stronger and more innovative, and make our contributions to our clients and communities more impactful.

We continue to focus on the following DE&I objectives:

◦ Education & Development

▪ Building knowledge and understanding of diversity, equity and inclusion across the organization

▪ Expanding programs to attract a diverse pipeline of the most talented professionals

◦ Inclusive Culture

▪ Cultivating an inclusive environment where active allyship prevails and all professionals feel supported and fully integrated into the firm

▪ Building a more aware and involved employee base with committed leadership for our DE&I objectives

• Recruiting:

We continue to strategically invest in our talent base through campus and lateral recruiting as we execute on our long-term growth strategy.

Our campus and lateral recruiting organizations take a comprehensive and global approach to sourcing top talent, with a goal of ensuring the Company puts the very best team on the field.

• Talent Development:

We are committed to the professional development of our employees.

◦ Our training framework involves ongoing development at multiple stages of our employees' career, including on-the-job training and mentorship.

We view talent development as a key driver of business success.

◦ Our training framework involves comprehensive, targeted development designed to support our employees at every level of their careers, including on-the-job training and mentorship.

◦ Our programs are primarily leadership-led and follow the apprenticeship model.

We are proud that over 100 of our professionals taught at our various programs this year.

◦ We also engage in a comprehensive evaluation process designed to provide our employees with the feedback necessary for their professional development.

◦ We conduct employee surveys and implement feedback into our policies and procedures.

We are proud that more than 90% of our content was taught by our leaders this year, with nearly 130 professionals serving as faculty across various programs.

◦ We also engage in a rigorous performance evaluation process designed to provide our employees with the feedback necessary for their professional development.

◦ We conduct employee surveys and leverage our findings to strengthen our culture and improve employee experiences across the firm.

• Health, Safety, Wellness and Benefits:

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Accordingly, we are committed to the health, safety and wellness of our employees.

◦ We provide our employees and their families with access to a variety of innovative, flexible and convenient health and wellness programs, as described below.

These programs support our employees' physical, mental and financial health by providing tools and resources to help improve or maintain their health status and offer choice, where possible, so that our employees can customize their benefits to meet their needs.

◦ We promote wellness education and encourage our employees to take a mindful and active approach to their overall well-being, including through our EverWELL program.

We offer various resources and seminars related to different aspects of healthy living, including a focus on employees' health, welfare, nutrition, stress management and financial wellness.

◦ We offer market competitive and comprehensive health and wellness benefits to our employees and their families and continuously explore ways to support their evolving needs.

These programs support our employees' physical, mental and financial health by providing tools and resources to help them manage their health.

We offer a choice of several options, where possible, so that our employees can customize their benefits to meet their personal needs.

◦ Through the EverWELL program, we promote wellness education and encourage our employees to focus on their overall well-being.

We offer various resources including on-site flu and COVID vaccines, on-site health screenings, and in-person and virtual well-being education sessions on financial wellness, healthy lifestyle habits and tools to improve mental resilience.

• Compensation Structure:

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We measure our success not only by our client work and financial results, but also by our contributions to the communities in which we operate and serve.

◦ Through our Evercore Volunteers program, we have continued our firm-wide community service initiatives, which connect our employees with our community partners in order to address immediate needs, support education and improve public spaces.

◦ During 2023, the Evercore Foundation contributed to organizations that align with its goal of supporting education, healthcare, mental health and critical social services for children and underrepresented groups in the communities in which we live and work.

◦ During 2024, the Evercore Foundation contributed to organizations that align with its goal of supporting the education and mental health of children and young adults.

◦ In addition, through our Evercore Volunteers program, we have continued our firm-wide community service initiatives, which connect our employees with our community partners in order to address immediate needs, support education and improve public spaces.

As of December 31, 2024, we employed approximately 2,380 people (of which approximately 1,900 were employed in Investment Banking & Equities), working in 29 cities around the world.

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Our competitors are other investment banking, financial advisory and investment management firms.

We compete both globally and on a regional, product or niche basis.

We compete both globally and on a regional,

product or niche basis.

We compete on the basis of a number of factors, including transaction execution skills, investment performance, quality of equity research, our range of products and services, innovation, reputation and price.

Our investment banking competitors can be categorized into two main groups:

Our investment banking competitors can generally be categorized into two main groups:

(1) large universal banks and bulge bracket firms such as Bank of America, Barclays, Citigroup, Deutsche Bank, Goldman Sachs, JPMorgan Chase, Morgan Stanley and UBS and (2) independent advisory firms such as Centerview, Houlihan Lokey, Lazard, Moelis, Perella Weinberg, PJT Partners and Rothschild, among others.

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State securities regulators and securities exchanges of which EGL is a member also have regulatory or oversight authority over EGL.

Our Private Funds business is also impacted by various state and local regulations that restrict or prohibit the use of placement agents in connection with investments by public pension funds.

Our PFG and PCA businesses are also impacted by various state and local regulations that restrict or prohibit the use of placement agents in connection with investments by public pension funds.

Broker-dealers are subject to regulations that cover all aspects of the securities business, including sales methods, trade practices, use and safekeeping of customers' funds and securities, capital structure, record-keeping, the financing of customers' purchases and the conduct and qualifications of directors, officers and employees.

For example, as a registered broker-dealer and member of a self-regulatory organization, we are subject to the SEC's uniform net capital rule, Rule 15c3-1.

specifies the minimum level of net capital a broker-dealer must maintain and also requires that a significant part of a broker-dealer's assets be kept in relatively liquid form.

Rule 15c3-1 specifies the minimum level of net capital a broker-dealer must maintain and also requires that a significant part of a broker-dealer's assets be kept in relatively liquid form.

The SEC and various self-regulatory organizations impose rules that require notification when net capital falls below certain predefined criteria, limit the ratio of subordinated debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances.

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The Market Access Rule requires EGL to have controls and procedures in place to limit financial exposure by establishing trading limits for its trading clients and implementing controls to prevent erroneous orders.

Our operating entities are also subject to regulations, including the USA PATRIOT Act of 2001, as amended (the "Patriot Act"), which impose obligations regarding the prevention and detection of money-laundering activities, including the establishment of customer due diligence and other compliance policies and procedures.

Regulatory authorities are also increasingly focused on cyber security and vendor management.

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government official in order to influence official action or otherwise gain an unfair business advantage, such as to obtain or retain business.

Our Investment Management business at EWM, as well as our equity method investments, ABS and Atalanta Sosnoff, are registered as investment advisors with the SEC.

Our Investment Management business at EWM, as well as our equity method investments, Atalanta Sosnoff and ABS (through July 2024), are registered as investment advisors with the SEC.

Registered investment advisors are subject to the requirements and regulations of the Investment Advisers Act of 1940.

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FSMA is supported by secondary legislation and other rules made under FSMA, including the FCA Handbook of Rules and Guidance.

A key FSMA provision is section 19, which contains a "general prohibition" against any person carrying on a "regulated activity" (or purporting to do so) in the U.K., unless he is an authorized or exempt person.

A key FSMA provision is section 19, which contains a "general prohibition" against any person carrying on a "regulated activity" (or purporting to do so) in the U.K., unless they are an authorized or exempt person.

It is a criminal offense to breach this general prohibition and certain agreements made in breach may not be enforceable.

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It can take a range of disciplinary enforcement actions, including public censure, restitution, fines or sanctions and the award of compensation.

FSMA also gives the FCA investigatory and enforcement powers in respect of contraventions of various European Union ("EU") regulations (as implemented into U.K.

FSMA also gives the FCA investigatory and enforcement powers in respect of contraventions of various legacy European Union ("EU") regulations (as implemented into U.K.

law following Brexit), including the Market Abuse Regulation, which prohibits insider dealing, unlawful disclosure of inside information and market manipulation.

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On January 1, 2022, the U.K.

implemented a new prudential regime to replace the existing Capital Requirements Regulation ("CRR") and fourth Capital Requirements Directive.

implemented a new prudential regime for investment firms to replace the then existing application of the Capital Requirements Regulation ("CRR") and fourth Capital Requirements Directive.

Investment Firm Prudential Regime ("IFPR") is intended to introduce a more appropriate regime for investment firms, which had been regulated under rules designed for banks.

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Both firms have changed status under IFPR and are now subject to different and higher capital requirements.

The basic minimum capital requirement for each firm will be the higher of its permanent minimum requirement of £75.0 thousand (increased from £50.0 thousand) or an amount equal to one quarter of its annual fixed overhead expenses ("Fixed Overhead Requirement").

The basic minimum capital requirement for each firm will be the higher of its permanent minimum requirement of £75.0 thousand (increased from £50.0 thousand) or an amount

equal to one quarter of its annual fixed overhead expenses ("Fixed Overhead Requirement").

Both firms must also comply with the basic liquid asset requirement, which is equivalent to one-third of the Fixed Overhead Requirement.

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Anti-Money Laundering, Counter-Terrorist Financing and Anti-Bribery .

The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the "Money Laundering Regulations") came into force on June 26, 2017 and implemented the Fourth EU Money Laundering Directive ("MLD 4").

The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the "Money Laundering Regulations") implemented the Fourth EU Money Laundering Directive ("MLD 4").

MLD 4 is designed to reinforce the efficacy of EU law in countering money laundering and terrorist financing and to ensure that the EU framework is aligned with the International Standards on Combating Money Laundering and the Financing of Terrorism and Proliferation adopted by the Financial Action Task Force in 2012.

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(and other "relevant persons"), including, among other things, obligations to take appropriate steps to assess the risks of money laundering and terrorist financing to which the business is subject and to maintain policies, controls and procedures to mitigate and manage the risks identified in the risk assessment.

The Fifth EU Money Laundering Directive ("MLD 5") came into force on July 9, 2018.

It amends MLD 4, which was transposed into U.K.

law by amending the Money Laundering Regulations.

In the U.K., it has been implemented through the Money Laundering and Terrorist Financing (Amendment) Regulations 2019.

The Fifth EU Money Laundering Directive ("MLD 5"), which was transposed into U.K.

law by amending the Money Laundering Regulations, was implemented in the U.K.

through the Money Laundering and Terrorist Financing (Amendment) Regulations 2019.

The objectives of MLD 5 include, among other things, extending the scope of MLD 4 to include a broader range of market participants (including cryptoasset exchanges and custodian wallet providers), amending customer due diligence requirements for client relationships (including the circumstances in which enhanced due diligence is required) and for transactions involving high risk countries and improved access to beneficial ownership for customer due diligence information.

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(and potentially other Evercore entities with a 'close connection' to the U.K.) are also subject to the U.K.

Bribery Act 2010, which came into force on July 1, 2011.

Bribery Act 2010.

It provides for criminal penalties for bribery of, or receipt of a bribe from, public officials, corporations and individuals, as well as for the failure of an organization to prevent a person with whom it is associated from providing bribes to secure a business advantage for the organization or a benefit in the conduct of its business.

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- EU Trade and Co-operation Agreement ("TCA") on December 24, 2020.

The TCA was accompanied by a non-binding Joint Declaration committing the U.K.

and the EU to cooperate on matters of financial regulation, which is intended to be facilitated by a Memorandum of Understanding (agreed in principle in 2021 but not yet finalized).

However, the TCA does not presently make provision for financial services firms in the U.K.

to access the EU single market.

As a result, since January 1, 2021, U.K.

As a result, U.K.

firms, including Evercore U.K.

and Evercore ISI U.K., have not held passporting rights to provide cross-border services into the EU and into a number of other members of the European Economic Area ("EEA"), to the extent such services are regulated activities.

and Evercore ISI U.K., do not hold passporting rights to provide cross-border services into the EU and into a number of other members of the European Economic Area ("EEA"), to the extent such services are regulated activities.

Evercore has a German subsidiary, Evercore GmbH ("Evercore Germany"), through which regulated activities can be conducted in Germany and in other EU and EEA jurisdictions on a cross-border basis, subject to certain exceptions and in compliance with applicable legal requirements.

Following the U.K.'s exit from the EU, the provisions of the Markets in Financial Instruments Directive and the Markets in Financial Instruments Regulation (together "MiFID") have been on-shored and brought into U.K.

In addition, following the U.K.'s exit from the EU, the provisions of the Markets in Financial Instruments Directive and the Markets in Financial Instruments Regulation (together "MiFID") have been on-shored and brought into U.K.

law through the European Union (Withdrawal) Act 2018.

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law at the end of the Brexit transitional period and gave powers to the U.K.

government to amend this legislation so that it would operate

effectively after Brexit.

For most practical purposes Evercore U.K.

government to amend this legislation so that it would operate effectively after Brexit.

Therefore, Evercore U.K.

and Evercore ISI U.K.

will be subject to broadly the same requirements under the on-shored U.K.

are subject to broadly the same requirements under the on-shored U.K.

MiFID regime, subject to changes put forward in the U.K.'s legislative program.

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law and regulation.

While the Edinburgh Reforms did not set out a comprehensive list of regulations expected to be amended or repealed, these reforms did signal the U.K.

Government's intentions to propose changes to existing financial services regulation.

Therefore, over the coming years it is possible that U.K.

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Evercore Germany has passporting rights to provide cross-border services into the EU which are equivalent to those formerly enjoyed by Evercore U.K.

until January 1, 2021.

Accordingly, Evercore Germany is authorized to provide the aforementioned services across the EU on a cross-border basis.

Among other requirements, BaFin requires Evercore Germany, as a regulated entity, to comply with capital, liquidity, governance and business conduct requirements, and has a range of supervisory and disciplinary powers which it is able to use in overseeing the activities of the firm.

Accordingly, Evercore Germany is authorized to provide the aforementioned services across the EU on a cross-border basis or through passporting local branches, such as operated in Paris, France.

activities of the firm.

Being a legally dependent part of Evercore Germany, our Paris branch is generally subject to the same regulatory requirements, with the exception that business conduct requirements are governed by the French regulatory regime.

This arrangement underscores our strategic approach to leveraging our EU presence, maintaining high standards of regulatory compliance while adapting to the specific requirements of local jurisdictions.

In Hong Kong, the Securities and Futures Commission ("SFC") is responsible for regulating our subsidiary, Evercore Asia Limited ("Evercore Hong Kong").

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governments, their respective agencies and/or various self-regulatory organizations or exchanges relating to, among other things, the privacy of client information, and any failure to comply with these regulations could expose us to liability and/or reputational damage.

Additional legislation, changes in rules promulgated by financial authorities and self-regulatory organizations or changes in the interpretation or enforcement of existing laws and rules, either in the United States or elsewhere, may directly affect our mode of operation and profitability.

Additional legislation, changes in rules promulgated by financial authorities and self-regulatory

organizations or changes in the interpretation or enforcement of existing laws and rules, either in the United States or elsewhere, may directly affect our mode of operation and profitability.

government agencies and self-regulatory organizations, as well as state securities commissions in the United States, are empowered to conduct periodic examinations and initiate administrative proceedings that can result in censure, fine, the issuance of cease-and-desist orders or the suspension or expulsion of a regulated entity or its directors, officers or employees.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business