What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-05 compared with 2025-08-07 · 207 added, 171 removed, 418 unchanged (47% of the section changed)

44 unchanged sentences

• Interest income, including accretion, and income (losses) on investment securities, including our investment funds (which are used as an economic hedge against our deferred cash compensation program), certificates of deposit, cash and cash equivalents and long-term accounts receivable

• A gain on the sale of the remaining portion of our interest in ABS in the third quarter of 2024.

See Note 8 to our unaudited condensed consolidated financial statements for further information

• A loss related to the release of cumulative foreign exchange losses resulting from the redemption of our interest in Luminis in the third quarter of 2024.

See Note 8 to our unaudited condensed consolidated financial statements for further information

• Gains (losses) resulting from foreign currency exchange rate fluctuations and foreign currency exchange forward contracts used as an economic hedge against exchange rate risk for foreign currency denominated accounts receivable or other commitments

1 unchanged sentence

• Adjustments to amounts due pursuant to our tax receivable agreement, subsequent to its initial establishment, related to changes in enacted tax rates

Interest Expense includes interest expense associated with our Notes Payable and lines of credit.

Interest Expense includes interest expense associated with our Notes Payable, lines of credit and other financing arrangements.

Employee Compensation and Benefits.

1 unchanged sentence

We maintain compensation programs, including base salary, cash, deferred cash and equity bonus awards and benefits programs and manage compensation to estimates of competitive levels based on market conditions and performance.

Our level of compensation, including deferred compensation, reflects our plan to maintain competitive compensation levels to retain key personnel, and it reflects the impact of newly-hired senior professionals upon their start date, including related grants of equity and other awards, which are generally valued at their grant date and recorded in employee compensation and benefits expense over the requisite service period.

Our level of compensation, including deferred compensation, reflects our plan to maintain competitive compensation levels to retain key

personnel, and it reflects the impact of newly-hired senior professionals upon their start date, including related grants of equity and other awards, which are generally valued at their grant date and recorded in employee compensation and benefits expense over the requisite service period.

Increasing the number of high-caliber, experienced senior level employees is critical to our growth efforts.

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From time to time, we also grant incentive awards to certain individuals which include both performance and service-based vesting requirements and, in certain awards, market-based requirements.

These include Class K-P Units issued by Evercore LP and certain RSU awards.

These include Class K-P Units issued by Evercore LP and certain RSU and deferred cash awards.

See Note 15 to our unaudited condensed consolidated financial statements for further information.

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Our Non-Compensation expenses include costs for occupancy and equipment rental, professional fees, travel and related expenses, technology and information services, depreciation and amortization, execution, clearing and custody fees, acquisition and transition costs and other operating expenses.

Special Charges, Including Business Realignment Costs.

Special Charges, Including Business Realignment Costs, for the three and nine months ended September 30, 2024 related to the write-off of the remaining carrying value of our investment in Luminis in connection with the redemption of our interest.

Income from Equity Method Investments

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We account for income taxes in accordance with ASC 740, "Income Taxes" , which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax basis of our assets and liabilities.

benefits and deficiencies associated with the appreciation or depreciation in our share price upon vesting of employee share-based awards above or below the original grant price are recognized in our Provision for Income Taxes.

Excess tax benefits and deficiencies associated with the appreciation or depreciation in our share price upon vesting of employee share-based awards above or below the original grant price are recognized in our Provision for Income Taxes.

In addition, net deferred tax assets are impacted by changes to statutory tax rates in the period of enactment.

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Results of Operations

The following is a discussion of our results of operations for the three and six months ended June 30, 2025 and 2024.

The following is a discussion of our results of operations for the three and nine months ended September 30, 2025 and 2024.

For a more detailed discussion of the factors that affected the revenue and operating expenses of our Investment Banking & Equities and Investment Management business segments in these periods, see the discussion in "Business Segments" below.

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 Change 2025 2024 Change

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142,026 116,914 21 % 400,676 347,950 15 %

Special Charges, Including Business Realignment Costs — 7,305 NM — 7,305 NM

Total Expenses 822,678 612,229 34 % 2,089,764 1,689,905 24 %

11 unchanged sentences

(1) Non-Compensation expenses are as follows:

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 Change 2025 2024 Change

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Total Non-Compensation $ 142,026 $ 116,914 21 % $ 400,676 $ 347,950 15 %

(A) Includes the reclassification of $9.9 million and $18.9 million of technology and related expenses from "Professional Fees" to "Technology and Information Services" for the three and six months ended June 30, 2024, respectively, to conform to the current presentation.

(A) Includes the reclassification of $10.4 million and $29.3 million of technology and related expenses from "Professional Fees" to "Technology and Information Services" for the three and nine months ended September 30, 2024, respectively, to conform to the current presentation.

See Note 2 to our unaudited condensed consolidated financial statements for further information.

As of June 30, 2025 and 2024, we employed approximately 2,455 and 2,330 people, respectively.

Three Months Ended June 30, 2025 versus June 30, 2024

As of September 30, 2025 and 2024, we employed approximately 2,525 and 2,395 people, respectively.

Three Months Ended September 30, 2025 versus September 30, 2024

Net Income Attributable to Evercore Inc.

was $97.2 million for the three months ended June 30, 2025, an increase of $23.4 million, or 32%, compared to $73.8 million for the three months ended June 30, 2024.

was $144.6 million for the three months ended September 30, 2025, an increase of $66.2 million, or 84%, compared to $78.4 million for the three months ended September 30, 2024.

The changes in our operating results during these periods are described below.

Net Revenues were $833.8 million for the three months ended June 30, 2025, an increase of $144.6 million, or 21%, versus Net Revenues of $689.2 million for the three months ended June 30, 2024.

Advisory Fees increased $129.5 million, or 23%, Commissions and Related Revenue increased $5.1 million, or 10%, and Underwriting Fees increased $1.2 million, or 4%, compared to the three months ended June 30, 2024.

Asset Management and Administration Fees increased $1.5 million, or 8%, compared to the three months ended June 30, 2024.

Net Revenues were $1.04 billion for the three months ended September 30, 2025, an increase of $304.7 million, or 41%, versus Net Revenues of $734.2 million for the three months ended September 30, 2024.

Advisory Fees increased $290.7 million, or 49%, Commissions and Related Revenue increased $8.3 million, or 15%, and Underwriting Fees decreased $0.4 million, or 1%, compared to the three months ended September 30, 2024.

Asset Management and Administration Fees increased $1.9 million, or 9%, compared to the three months ended September 30, 2024.

See "Business Segments" and "Liquidity and Capital Resources" below for further information.

Ot her Revenue, Including Interest and Investments, was $29.1 million for the three months ended June 30, 2025, an increase of $7.4 million, or 34%, versus $21.8 million for the three months ended June 30, 2024, primarily reflecting higher performance of our investment funds portfolio, partially offset by lower returns on our fixed income investment portfolios, which primarily consist of U.S.

Treasury bills.

Ot her Revenue, Including Interest and Investments, was $33.3 million for the three months ended September 30, 2025, an increase of $7.1 million, or 27%, versus $26.2 million for the three months ended September 30, 2024, primarily reflecting higher performance of our investment funds portfolio, as well as higher returns on our fixed income investment portfolios, which primarily consist of U.S.

Treasury bills, driven by higher portfolio balances during the third quarter of 2025 compared to 2024.

The investment funds portfolio is used as an economic hedge against our deferred cash compensation program.

Employee Compensation and Benefits Expense was $548.6 million for the three months ended June 30, 2025, an increase of $89.7 million, or 20%, versus $459.0 million for the three months ended June 30, 2024.

The increase in the amount of compensation recognized for the three months ended June 30, 2025 principally reflects a higher accrual for incentive compensation, higher base salaries and higher amortization of prior period deferred compensation awards.

As a result of the factors noted above, Employee Compensation and Benefits Expense as a percentage of Net Revenues was 65.8% for the three months ended June 30, 2025, compared to 66.6% for the three months ended June 30, 2024.

Non-compensation expenses were $134.8 million for the three months ended June 30, 2025, an increase of $12.8 million, or 10%, versus $122.0 million for the three months ended June 30, 2024.

The increase was primarily driven by an increase in technology and information services, principally reflecting higher expenses associated with research services and license fees in the second quarter of 2025, an increase in occupancy and equipment rental expense, primarily related to an increase in office space, and an increase in travel and related expenses, largely due to higher levels of business activity and increased headcount.

Non-Compensation expenses per employee were approximately $55.6 thousand for the three months ended June 30, 2025, versus $53.6 thousand for the three months ended June 30, 2024, a 4% increase.

Income from Equity Method Investments was $0.8 million for the three months ended June 30, 2025, a decrease of $1.0 million, or 56%, versus $1.9 million for the three months ended June 30, 2024, primarily reflecting the sale of our interest in

ABS and the redemption of our interest in Luminis during the third quarter of 2024.

This decrease was partially offset by higher earnings from Atalanta Sosnoff during the three months ended June 30, 2025.

Interest Expense was $7.1 million for the three months ended September 30, 2025, an increase of $2.9 million, or 69%, versus $4.2 million for the three months ended September 30, 2024, primarily reflecting the issuance of new senior notes in July 2025.

See Note 11 to our unaudited condensed consolidated financial statements for further information.

The provision for income taxes for the three months ended June 30, 2025 was $44.3 million, which reflected an effective tax rate of 29.3%.

The provision for income taxes for the three months ended June 30, 2024 was $28.4 million, which reflected an effective tax rate of 25.8%.

The increase in the provision for income taxes for the three months ended June 30, 2025 principally reflects an increase in non-deductible expenses and state and local apportionment adjustments.

Net Income Attributable to Noncontrolling Interest was $9.7 million for the three months ended June 30, 2025, compared to $8.0 million for the three months ended June 30, 2024.

The increase in Net Income Attributable to Noncontrolling Interest reflects higher income at Evercore LP during the three months ended June 30, 2025.

Employee Compensation and Benefits Expense was $680.7 million for the three months ended September 30, 2025, an increase of $192.6 million, or 39%, versus $488.0 million for the three months ended September 30, 2024.

The increase in the amount of compensation recognized for the three months ended September 30, 2025 principally reflects a higher accrual for incentive compensation, higher base salaries and higher compensation expense related to senior new hires.

Employee Compensation and Benefits Expense as a percentage of Net Revenues was 65.5% for the three months ended September 30, 2025, compared to 66.5% for the three months ended September 30, 2024.

Employee Compensation and Benefits Expense as a percentage of Net Revenues was impacted by the factors above, as well as higher net revenues during the current year period compared to the prior year period.

Non-compensation expenses were $142.0 million for the three months ended September 30, 2025, an increase of $25.1 million, or 21%, versus $116.9 million for the three months ended September 30, 2024.

The increase was primarily driven by an increase in technology and information services, principally reflecting higher expenses associated with license fees and

research services in the third quarter of 2025, an increase in travel and related expenses, largely due to higher levels of business activity and increased headcount, and an increase in occupancy and equipment rental expense, primarily related to an increase in office space.

Non-Compensation expenses per employee were approximately $57.0 thousand for the three months ended September 30, 2025, versus $49.5 thousand for the three months ended September 30, 2024, a 15% increase.

Special Charges, Including Business Realignment Costs, of $7.3 million for the three months ended September 30, 2024 related to the write-off of the remaining carrying value of our investment in Luminis in connection with the redemption of our interest.

See Note 8 to our unaudited condensed consolidated financial statements for further information.

Six Months Ended June 30, 2025 versus June 30, 2024

Income from Equity Method Investments was $1.1 million for the three months ended September 30, 2025 and 2024, reflecting higher earnings from Atalanta Sosnoff during the three months ended September 30, 2025, partially offset by lower earnings from Seneca Evercore during the three months ended September 30, 2025 and lower income from Luminis following the redemption of our interest during the third quarter of 2024.

See Note 8 to our unaudited condensed consolidated financial statements for further information.

The provision for income taxes for the three months ended September 30, 2025 was $59.8 million, which reflected an effective tax rate of 27.5%.

The provision for income taxes for the three months ended September 30, 2024 was $35.0 million, which reflected an effective tax rate of 28.4%.

The increase in the provision for income taxes for the three months ended September 30, 2025 is primarily attributable to a $94.2 million increase in pre-tax income, as well as an increase in non-deductible expenses and state and local apportionment adjustments.

Net Income Attributable to Noncontrolling Interest was $12.9 million for the three months ended September 30, 2025, compared to $9.7 million for the three months ended September 30, 2024.

The increase in Net Income Attributable to Noncontrolling Interest primarily reflects higher income at Evercore LP during the three months ended September 30, 2025.

See Note 13 to our unaudited condensed consolidated financial statements for further information.

Nine Months Ended September 30, 2025 versus September 30, 2024

Net Income Attributable to Evercore Inc.

was $243.4 million for the six months ended June 30, 2025, an increase of $83.9 million, or 53%, compared to $159.5 million for the six months ended June 30, 2024.

was $388.0 million for the nine months ended September 30, 2025, an increase of $150.1 million, or 63%, compared to $237.8 million for the nine months ended September 30, 2024.

The changes in our operating results during these periods are described below.

Net Revenues were $1.53 billion for the six months ended June 30, 2025, an increase of $258.6 million, or 20%, versus Net Revenues of $1.27 billion for the six months ended June 30, 2024.

Advisory Fees increased $257.0 million, or 26%, Commissions and Related Revenue increased $11.9 million, or 12%, and Underwriting Fees were flat compared to the six months ended June 30, 2024.

Asset Management and Administration Fees increased $3.8 million, or 10%, compared to the six months ended June 30, 2024.

Net Revenues were $2.57 billion for the nine months ended September 30, 2025, an increase of $563.3 million, or 28%, versus Net Revenues of $2.00 billion for the nine months ended September 30, 2024.

Advisory Fees increased $547.8 million, or 34%, Commissions and Related Revenue increased $20.2 million, or 13%, and Underwriting Fees decreased $0.5 million compared to the nine months ended September 30, 2024.

Asset Management and Administration Fees increased $5.7 million, or 10%, compared to the nine months ended September 30, 2024.

See "Business Segments" and "Liquidity and Capital Resources" below for further information.

Ot her Revenue, Including Interest and Investments, was $40.5 million for the six months ended June 30, 2025, a decrease of $14.0 million, or 26%, versus $54.5 million for the six months ended June 30, 2024, primarily reflecting lower performance of our investment funds portfolio, as well as lower returns on our fixed income investment portfolios, which primarily consist of U.S.

Treasury bills.

Ot her Revenue, Including Interest and Investments, was $73.7 million for the nine months ended September 30, 2025, a decrease of $7.0 million, or 9%, versus $80.7 million for the nine months ended September 30, 2024, primarily reflecting lower performance of our investment funds portfolio, as well as lower returns on our fixed income investment portfolios, which primarily consist of U.S.

Treasury bills, driven by lower rates during 2025 compared to 2024.

The investment funds portfolio is used as an economic hedge against our deferred cash compensation program.

Employee Compensation and Benefits Expense was $1.01 billion for the six months ended June 30, 2025, an increase of $161.8 million, or 19%, versus $846.6 million for the six months ended June 30, 2024.

The increase in the amount of compensation recognized for the six months ended June 30, 2025 principally reflects a higher accrual for incentive compensation, higher base salaries and higher amortization of prior period deferred compensation awards.

As a result of the factors noted above, Employee Compensation and Benefits Expense as a percentage of Net Revenues was 66.0% for the six months ended June 30, 2025, compared to 66.7% for the six months ended June 30, 2024.

Non-compensation expenses were $258.7 million for the six months ended June 30, 2025, an increase of $27.6 million, or 12%, versus $231.0 million for the six months ended June 30, 2024.

The increase was primarily driven by an increase in technology and information services, principally reflecting higher expenses associated with research services, consulting costs and license fees, an increase in occupancy and equipment rental expense, primarily related to an increase in office space, and an increase in travel and related expenses, largely due to higher levels of business activity and increased headcount.

Non-Compensation expenses per employee were approximately $107.4 thousand for the six months ended June 30, 2025, versus $102.7 thousand for the six months ended June 30, 2024, a 5% increase.

Income from Equity Method Investments was $1.7 million for the six months ended June 30, 2025, a decrease of $2.5 million, or 59%, versus $4.2 million for the six months ended June 30, 2024, primarily reflecting the sale of our interest in ABS and the redemption of our interest in Luminis during the third quarter of 2024.

Interest Expense was $15.5 million for the nine months ended September 30, 2025, an increase of $2.9 million, or 23%, versus $12.6 million for the nine months ended September 30, 2024, primarily reflecting the issuance of new senior notes in July 2025.

See Note 11 to our unaudited condensed consolidated financial statements for further information.

Employee Compensation and Benefits Expense was $1.69 billion for the nine months ended September 30, 2025, an increase of $354.4 million, or 27%, versus $1.33 billion for the nine months ended September 30, 2024.

The increase in the amount of compensation recognized for the nine months ended September 30, 2025 principally reflects a higher accrual for incentive compensation, higher base salaries and higher amortization of prior period deferred compensation awards.

Employee Compensation and Benefits Expense as a percentage of Net Revenues was 65.8% for the nine months ended September 30, 2025, compared to 66.6% for the nine months ended September 30, 2024.

Non-compensation expenses were $400.7 million for the nine months ended September 30, 2025, an increase of $52.7 million, or 15%, versus $348.0 million for the nine months ended September 30, 2024.

The increase was primarily driven by an increase in technology and information services, principally reflecting higher expenses associated with research services, license fees and consulting costs, an increase in occupancy and equipment rental expense, primarily related to an increase in office space, and an increase in travel and related expenses, largely due to higher levels of business activity and increased headcount.

Non-Compensation expenses per employee were approximately $164.3 thousand for the nine months ended September 30, 2025, versus $152.2 thousand for the nine months ended September 30, 2024, an 8% increase.

Special Charges, Including Business Realignment Costs, of $7.3 million for the nine months ended September 30, 2024 related to the write-off of the remaining carrying value of our investment in Luminis in connection with the redemption of our interest.

See Note 8 to our unaudited condensed consolidated financial statements for further information.

Income from Equity Method Investments was $2.8 million for the nine months ended September 30, 2025, a decrease of $2.5 million, or 47%, versus $5.3 million for the nine months ended September 30, 2024, primarily reflecting the sale of our interest in ABS and the redemption of our interest in Luminis in 2024.

This decrease was partially offset by higher earnings from Atalanta Sosnoff in 2025.

See Note 8 to our unaudited condensed consolidated financial statements for further information.

The provision for income taxes for the six months ended June 30, 2025 was $2.5 million, which reflected an effective tax rate of 1.0%.

The provision for income taxes for the six months ended June 30, 2024 was $21.7 million, which reflected an effective tax rate of 11.0%.

The provision for income taxes for the six months ended June 30, 2025 and 2024 principally reflects the net impact associated with the appreciation in our share price upon vesting of employee share-based awards above the original grant price of $75.0 million and $30.9 million, respectively, which resulted in a reduction in the effective tax rate of

28.5 and 15.7 percentage points for the six months ended June 30, 2025 and 2024, respectively, partially offset by an increase in non-deductible expenses and state and local apportionment adjustments.

Net Income Attributable to Noncontrolling Interest was $17.3 million for the six months ended June 30, 2025, compared to $15.4 million for the six months ended June 30, 2024.

The increase in Net Income Attributable to Noncontrolling Interest primarily reflects higher income at Evercore LP during the six months ended June 30, 2025.

The provision for income taxes for the nine months ended September 30, 2025 was $62.3 million, which reflected an effective tax rate of 13.0%.

The provision for income taxes for the nine months ended September 30, 2024 was $56.7 million, which reflected an effective tax rate of 17.7%.

The provision for income taxes for the nine months ended September 30, 2025 and 2024 principally reflects the net impact associated with the appreciation in our share price upon vesting of employee share-based awards above the original grant price of $76.4 million and $32.0 million, respectively, which resulted in a reduction in the effective tax rate of 15.9 and 10.0 percentage points for the nine months ended September 30, 2025 and 2024, respectively.

This resulting decrease in effective tax rate was partially offset by an increase in non-deductible expenses and state and local apportionment adjustments in 2025.

Net Income Attributable to Noncontrolling Interest was $30.3 million for the nine months ended September 30, 2025, compared to $25.1 million for the nine months ended September 30, 2024.

The increase in Net Income Attributable to Noncontrolling Interest primarily reflects higher income at Evercore LP during the nine months ended September 30, 2025.

See Note 13 to our unaudited condensed consolidated financial statements for further information.

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The following table summarizes the operating results of the Investment Banking & Equities segment.

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 Change 2025 2024 Change

10 unchanged sentences

137,825 113,093 22 % 388,372 336,948 15 %

Special Charges, Including Business Realignment Costs — 7,305 NM — 7,305 NM

Total Expenses 802,441 596,388 35 % 2,036,464 1,645,594 24 %

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Pre-Tax Income $ 213,762 $ 116,594 83 % $ 466,415 $ 299,961 55 %

(1) Includes interest expense on Notes Payable and lines of credit of $4.2 million and $8.4 million for each of the three and six months ended June 30, 2025 and 2024, respectively.

(1) Includes interest expense on Notes Payable, lines of credit and other financing arrangements of $7.1 million and $15.5 million for the three and nine months ended September 30, 2025, respectively, and $4.2 million and $12.6 million for the three and nine months ended September 30, 2024, respectively.

(2) Includes a loss of $0.7 million for the three and nine months ended September 30, 2024, related to the release of cumulative foreign exchange losses resulting from the redemption of our interest in Luminis.

(3) Equity in Seneca Evercore and Luminis (through September 2024) is classified within Income (Loss) from Equity Method Investments.

(4) Non-Compensation expenses are as follows:

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 Change 2025 2024 Change

12 unchanged sentences

Total Non-Compensation $ 137,825 $ 113,093 22 % $ 388,372 $ 336,948 15 %

(A) Includes the reclassification of $9.6 million and $18.4 million of technology and related expenses from "Professional Fees" to "Technology and Information Services" in the Investment Banking & Equities segment for the three and six months ended June 30, 2024, respectively, to conform to the current presentation.

(A) Includes the reclassification of $10.2 million and $28.6 million of technology and related expenses from "Professional Fees" to "Technology and Information Services" in the Investment Banking & Equities segment for the three and nine months ended September 30, 2024, respectively, to conform to the current presentation.

See Notes 2 and 19 to our unaudited condensed consolidated financial statements for further information.

The following table summarizes Evercore statistics for the three and six months ended June 30, 2025 and 2024.

For the Three Months Ended June 30, For the Six Months Ended June 30,

The following table summarizes Evercore statistics for the three and nine months ended September 30, 2025 and 2024.

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 Change 2025 2024 Change

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Investment Banking & Equities Results of Operations

Three Months Ended June 30, 2025 versus June 30, 2024

Net Revenues were $812.2 million for the three months ended June 30, 2025, an increase of $142.2 million, or 21%, versus $670.0 million for the three months ended June 30, 2024 .

The increase in revenues for the three months ended June 30, 2025 was primarily driven by an increase of $129.5 million, or 23%, in Advisory Fees, reflecting an increase in revenue during the second quarter of 2025 across both M&A and non-M&A assignments, as well as an increase in revenue earned from large transactions during the second quarter of 2025.

Commissions and Related Revenue increased $5.1 million, or 10%, compared to the three months ended June 30, 2024, primarily reflecting higher trading commissions driven by increased trading volume during the second quarter of 2025.

Underwriting Fees increased $1.2 million, or 4%, compared to the three months ended June 30, 2024, reflecting an increase in the average fee size of the transactions we participated in during the second quarter of 2025.

Other Revenue, net, increased $6.4 million, or 36%, compared to the three months ended June 30, 2024, primarily reflecting higher performance of our investment funds portfolio, partially offset by lower returns on our fixed income investment portfolios, which primarily consist of U.S.

Treasury bills.

The investment funds portfolio is used as an economic hedge against our deferred cash compensation program.

Employee Compensation and Benefits Expense was $535.4 million for the three months ended June 30, 2025, an increase of $87.4 million, or 20%, versus $448.1 million for the three months ended June 30, 2024.

Non-compensation expenses were $130.8 million for the three months ended June 30, 2025, an increase of $12.5 million, or 11%, versus $118.3 million for the three months ended June 30, 2024 .

Non-compensation expenses increased from the prior year period, primarily driven by an increase in technology and information services, principally reflecting higher expenses associated with research services and license fees in the second quarter of 2025, an increase in occupancy and equipment rental expense, primarily related to an increase in office space, and an increase in travel and related expenses, largely due to higher levels of business activity and increased headcount.

Six Months Ended June 30, 2025 versus June 30, 2024

Net Revenues were $1.49 billion for the six months ended June 30, 2025, an increase of $255.0 million, or 21%, versus $1.23 billion for the six months ended June 30, 2024 .

The increase in revenues for the six months ended June 30, 2025 was primarily driven by an increase of $257.0 million, or 26%, in Advisory Fees, reflecting an increase in revenue during 2025 across both M&A and non-M&A assignments, as well as an increase in revenue earned from large transactions during 2025.

Commissions and Related Revenue increased $11.9 million, or 12%, compared to the six months ended June 30, 2024, primarily reflecting higher trading commissions driven by increased trading volume during 2025.

Underwriting Fees were flat compared to the six months ended June 30, 2024.

Other Revenue, net, decreased $13.9 million, or 30%, compared to the six months ended June 30, 2024, primarily reflecting lower performance of our investment funds portfolio, as well as lower returns on our fixed income investment portfolios, which primarily consist of U.S.

Treasury bills.

Three Months Ended September 30, 2025 versus September 30, 2024

Net Revenues were $1.02 billion for the three months ended September 30, 2025, an increase of $303.4 million, or 43%, versus $712.8 million for the three months ended September 30, 2024 .

The increase in revenues for the three months ended September 30, 2025 was primarily driven by an increase of $290.7 million, or 49%, in Advisory Fees, reflecting an increase in revenue during the third quarter of 2025 across both M&A and non-M&A assignments, as well as an increase in revenue earned from large transactions during the third quarter of 2025.

Commissions and Related Revenue increased $8.3 million, or 15%, compared to the three months ended September 30, 2024, primarily reflecting higher trading commissions driven by increased trading volume and higher subscription fees during the third quarter of 2025.

Underwriting Fees decreased $0.4 million, or 1% , compared to the three months ended September 30, 2024, reflecting a decrease in the number of transactions we participated in, partially offset by an increase in the average fee size of the transactions we participated in during the third quarter of 2025.

Other Revenue, net, increased $4.8 million, or 23%, compared to the three months ended September 30, 2024, primarily reflecting higher performance of our investment funds portfolio, as well as higher returns on our fixed income investment portfolios, which primarily consist of U.S.

Treasury bills, driven by higher portfolio balances during the third quarter of 2025 compared to 2024.

The investment funds portfolio is used as an economic hedge against our deferred cash compensation

These increases were partially offset by an increase in interest expense primarily related to the issuance of new senior notes in July 2025.

Employee Compensation and Benefits Expense was $664.6 million for the three months ended September 30, 2025, an increase of $188.6 million, or 40%, versus $476.0 million for the three months ended September 30, 2024.

Non-compensation expenses were $137.8 million for the three months ended September 30, 2025, an increase of $24.7 million, or 22%, versus $113.1 million for the three months ended September 30, 2024 .

Non-compensation expenses increased from the prior year period, primarily driven by an increase in technology and information services, principally reflecting higher expenses associated with license fees and research services in the third quarter of 2025, an increase in travel and related expenses, largely due to higher levels of business activity and increased headcount, and an increase in occupancy and equipment rental expense, primarily related to an increase in office space.

See Note 8 to our unaudited condensed consolidated financial statements for further information.

Income (Loss) from Equity Method Investments was $0.01 million for the three months ended September 30, 2025, a decrease of $0.2 million, or 95%, versus $0.2 million for the three months ended September 30, 2024, reflecting lower earnings from Seneca Evercore during the three months ended September 30, 2025 and lower income from Luminis following the redemption of our interest during the third quarter of 2024.

See Note 8 to our unaudited condensed consolidated financial statements for further information.

Nine Months Ended September 30, 2025 versus September 30, 2024

Net Revenues were $2.50 billion for the nine months ended September 30, 2025, an increase of $558.4 million, or 29%, versus $1.94 billion for the nine months ended September 30, 2024 .

The increase in revenues for the nine months ended September 30, 2025 was primarily driven by an increase of $547.8 million, or 34%, in Advisory Fees, reflecting an increase in revenue during 2025 across both M&A and non-M&A assignments, as well as an increase in revenue earned from large transactions during 2025.

Commissions and Related Revenue increased $20.2 million, or 13%, compared to the nine months ended September 30, 2024, primarily reflecting higher trading commissions driven by increased trading volume and higher subscription fees during 2025.

Underwriting Fees decreased $0.5 million compared to the nine months ended September 30, 2024, reflecting a decrease in the number of transactions we participated in, offset by an increase in the average fee size of the transactions we participated in during 2025.

Other Revenue, net, decreased $9.1 million, or 14%, compared to the nine months ended September 30, 2024, primarily reflecting lower performance of our investment funds portfolio, as well as lower returns on our fixed income investment portfolios, which primarily consist of U.S.

Treasury bills, driven by lower rates during 2025 compared to 2024.

The investment funds portfolio is used as an economic hedge against our deferred cash compensation program.

Employee Compensation and Benefits Expense was $983.5 million for the six months ended June 30, 2025, an increase of $158.1 million, or 19%, versus $825.4 million for the six months ended June 30, 2024.

Non-compensation expenses were $250.5 million for the six months ended June 30, 2025, an increase of $26.7 million, or 12%, versus $223.9 million for the six months ended June 30, 2024 .

Non-compensation expenses increased from the prior year period, primarily driven by an increase in technology and information services, principally reflecting higher expenses associated with research services, consulting costs and license fees, an increase in occupancy and equipment rental expense, primarily related to an increase in office space, and an increase in travel and related expenses, largely due to higher levels of business activity and increased headcount.

The decrease was also partially attributed to an increase in interest expense primarily related to the issuance of new senior notes in July 2025.

Employee Compensation and Benefits Expense was $1.65 billion for the nine months ended September 30, 2025, an increase of $346.8 million, or 27%, versus $1.30 billion for the nine months ended September 30, 2024.

Non-compensation expenses were $388.4 million for the nine months ended September 30, 2025, an increase of $51.4 million, or 15%, versus $336.9 million for the nine months ended September 30, 2024 .

Non-compensation expenses increased from the prior year period, primarily driven by an increase in technology and information services, principally reflecting higher expenses associated with research services, license fees and consulting costs, an increase in occupancy and equipment rental expense, primarily related to an increase in office space, and an increase in travel and related expenses, largely due to higher levels of business activity and increased headcount.

See Note 8 to our unaudited condensed consolidated financial statements for further information.

Income (Loss) from Equity Method Investments was ($0.02) million for the nine months ended September 30, 2025, a decrease of $1.1 million versus $1.0 million for the nine months ended September 30, 2024, reflecting lower income from Luminis following the redemption of our interest in 2024 and lower earnings from Seneca Evercore during 2025.

See Note 8 to our unaudited condensed consolidated financial statements for further information.

Investment Management

The following table summarizes the operating results of the Investment Management segment.

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 Change 2025 2024 Change

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Wealth Management $ 22,477 $ 20,555 9 % $ 64,144 $ 58,454 10 %

Other Revenue, net 975 14 NM 289 402 (28 %)

Other Revenue, net (1)

215 892 (76 %) 504 1,294 (61 %)

Net Revenues 22,692 21,447 6 % 64,648 59,748 8 %

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Pre-Tax Income $ 3,526 $ 6,471 (46 %) $ 14,140 $ 19,649 (28 %)

(1) Includes a gain of $0.6 million for the three and nine months ended September 30, 2024, resulting from the sale of the remaining portion of our interest in ABS.

(2) Equity in Atalanta Sosnoff and ABS (through July 2024) is classified as Income from Equity Method Investments.

(3) Non-Compensation expenses are as follows:

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 Change 2025 2024 Change

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Total Operating Expenses $ 4,201 $ 3,821 10 % $ 12,304 $ 11,002 12 %

(A) Includes the reclassification of $0.3 million and $0.5 million of technology and related expenses from "Professional Fees" to "Technology and Information Services" in the Investment Management segment for the three and six months ended June 30, 2024, respectively, to conform to the current presentation.

(A) Includes the reclassification of $0.3 million and $0.7 million of technology and related expenses from "Professional Fees" to "Technology and Information Services" in the Investment Management segment for the three and nine months ended September 30, 2024, respectively, to conform to the current presentation.

See Notes 2 and 19 to our unaudited condensed consolidated financial statements for further information.

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We are also passive investors in Trilantic IV and Trilantic V.

In the event the private equity funds perform below certain thresholds, we may be obligated to repay certain carried

interest previously distributed.

As of June 30, 2025, there was no previously distributed carried interest received from the funds subject to repayment.

In the event the private equity funds perform below certain thresholds, we may be obligated to repay certain carried interest previously distributed.

As of September 30, 2025, there was no previously distributed carried interest received from the funds subject to repayment.

• We also hold an interest in Atalanta Sosnoff that is accounted for under the equity method of accounting and previously held an interest in ABS (through July 2024).

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Assets Under Management

AUM in our Wealth Management business of $14.5 billion at June 30, 2025 increased $0.6 billion, or 4% , compared to $13.9 billion at December 31, 2024.

AUM in our Wealth Management business of $15.4 billion at September 30, 2025 increased $1.5 billion, or 10% , compared to $13.9 billion at December 31, 2024.

The amounts of AUM presented in the table below reflect the fair value of assets which we manage on behalf of Wealth Management clients.

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The inputs into the determination of fair value require significant management judgment or estimation.

Wealth Management maintained 77% of Level 1 investments, 19% of Level 2 investments and 4% of Level 3 investments as of June 30, 2025 and December 31, 2024.

Wealth Management maintained 77% of Level 1 investments, 19% of Level 2 investments and 4% of Level 3 investments as of September 30, 2025 and December 31, 2024.

The fees that we receive for providing investment advisory and management services are primarily driven by the level and composition of AUM.

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The fees we earn are also impacted by our investment performance, as the appreciation or depreciation in the value of the assets that we manage directly impacts our fees.

The following table summarizes AUM activity for Wealth Management for the six months ended June 30, 2025:

The following table summarizes AUM activity for Wealth Management for the nine months ended September 30, 2025:

(dollars in millions)

Balance at December 31, 2024 $ 13,898

Inflows 1,223

Outflows (1,001)

Market Appreciation 1,231

Balance at June 30, 2025 $ 14,478

Unconsolidated Affiliates - Balance at June 30, 2025

Balance at September 30, 2025 $ 15,351

Unconsolidated Affiliates - Balance at September 30, 2025

Atalanta Sosnoff $ 9,357

The following table represents the composition of AUM for Wealth Management as of June 30, 2025:

The following table represents the composition of AUM for Wealth Management as of September 30, 2025:

Equities 67 %

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Our Wealth Management business serves individuals, families and related institutions delivering customized investment management, financial planning, and trust and custody services.

Investment portfolios are tailored to meet the investment

objectives of individual clients and reflect a blend of equity, fixed income and other products.

Investment portfolios are tailored to meet the investment objectives of individual clients and reflect a blend of equity, fixed income and other products.

Fees charged to clients reflect the composition of the assets managed and the services provided.

Investment performance in the Wealth Management business is measured against appropriate indices based on the composition of AUM, most frequently the S&P 500 and a composite fixed income index principally reflecting BarCap and MSCI indices.

For the six months ended June 30, 2025, AUM for Wealth Management increased 4% , reflecting a 3% increase due to market appreciation and a 1% increase due to net inflows .

Performance as of June 30, 2025 reflected:

For the nine months ended September 30, 2025, AUM for Wealth Management increased 10% , reflecting an 8% increase from market appreciation and a 2% increase from net inflows .

Performance as of September 30, 2025 reflected:

• Wealth Management lagged the S&P 500 on a 1 and 3-year basis by approximately 8% and 4%, respectively

◦ The S&P 500 was up approximately 18% and 25% on a 1 and 3-year basis, respectively

• Wealth Management lagged the fixed income composite on a 1-year basis by approximately 0.9% and outperformed the fixed income composite on a 3-year basis by approximately 0.01%

• Wealth Management lagged the fixed income composite on a 1 and 3-year basis by approximately 0.4% and 0.2%, respectively

◦ The fixed income composite was up approximately 3% and 4% on a 1 and 3-year basis, respectively

• The S&P 500 and the fixed income composite were up approximately 6% and 2%, respectively, for the six months ended June 30, 2025

• The S&P 500 and the fixed income composite were up approximately 15% and 4%, respectively, for the nine months ended September 30, 2025

AUM from our unconsolidated affiliate, Atalanta Sosnoff, increased 10% compared to December 31, 2024.

Three Months Ended June 30, 2025 versus June 30, 2024

Net Revenues were $21.7 million for the three months ended June 30, 2025, an increase of $2.4 million, or 13%, versus $19.2 million for the three months ended June 30, 2024.

Asset Management and Administration Fees earned from the management of Wealth Management client portfolios increased $1.5 million, or 8%, compared to the three months ended June 30, 2024, as associated AUM increased 10%, primarily from market appreciation.

Employee Compensation and Benefits Expense was $13.2 million for the three months ended June 30, 2025, an increase of $2.3 million, or 21%, versus $10.9 million for the three months ended June 30, 2024, primarily reflecting a higher accrual for incentive compensation and higher base salaries.

Non-Compensation expenses were $4.1 million for the three months ended June 30, 2025, an increase of $0.3 million, or 8%, versus $3.7 million for the three months ended June 30, 2024, primarily driven by an increase in technology and information services.

Income from Equity Method Investments decreased $0.9 million, or 53%, compared to the three months ended June 30, 2024, driven by the sale of the remaining portion of our interest in ABS in the third quarter of 2024.

This decrease was partially offset by higher earnings from Atalanta Sosnoff in the second quarter of 2025.

Three Months Ended September 30, 2025 versus September 30, 2024

Net Revenues were $22.7 million for the three months ended September 30, 2025, an increase of $1.2 million, or 6%, versus $21.4 million for the three months ended September 30, 2024.

Asset Management and Administration Fees earned from the management of Wealth Management client portfolios increased $1.9 million, or 9%, compared to the three months ended September 30, 2024, as associated AUM increased 11%, primarily from market appreciation as well as net inflows.

Employee Compensation and Benefits Expense was $16.0 million for the three months ended September 30, 2025, an increase of $4.0 million, or 33%, versus $12.0 million for the three months ended September 30, 2024, primarily reflecting a higher accrual for incentive compensation and higher base salaries, resulting from higher headcount.

Non-Compensation expenses were $4.2 million for the three months ended September 30, 2025, an increase of $0.4 million, or 10%, versus $3.8 million for the three months ended September 30, 2024, primarily driven by an increase in technology and information services and professional fees.

Income from Equity Method Investments was $1.1 million for the three months ended September 30, 2025, an increase of $0.2 million, or 24%, versus $0.9 million for the three months ended September 30, 2024, reflecting higher earnings from Atalanta Sosnoff in the third quarter of 2025.

See Note 8 to our unaudited condensed consolidated financial statements for further information.

Six Months Ended June 30, 2025 versus June 30, 2024

Net Revenues were $42.0 million for the six months ended June 30, 2025, an increase of $3.7 million, or 10%, versus $38.3 million for the six months ended June 30, 2024.

Asset Management and Administration Fees earned from the management of Wealth Management client portfolios increased $3.8 million, or 10%, compared to the six months ended June 30, 2024, as associated AUM increased 10%, primarily from market appreciation.

Employee Compensation and Benefits Expense was $25.0 million for the six months ended June 30, 2025, an increase of $3.7 million, or 17%, versus $21.3 million for the six months ended June 30, 2024, primarily reflecting a higher accrual for incentive compensation and higher base salaries.

Non-Compensation expenses were $8.1 million for the six months ended June 30, 2025, an increase of $0.9 million, or 13%, versus $7.2 million for the six months ended June 30, 2024, primarily driven by an increase in technology and information services and professional fees.

Income from Equity Method Investments decreased $1.6 million, or 49%, compared to the six months ended June 30, 2024, driven by the sale of the remaining portion of our interest in ABS in the third quarter of 2024.

This decrease was partially

offset by higher earnings from Atalanta Sosnoff in 2025.

Nine Months Ended September 30, 2025 versus September 30, 2024

Net Revenues were $64.6 million for the nine months ended September 30, 2025, an increase of $4.9 million, or 8%, versus $59.7 million for the nine months ended September 30, 2024.

Asset Management and Administration Fees earned from

the management of Wealth Management client portfolios increased $5.7 million, or 10%, compared to the nine months ended September 30, 2024, as associated AUM increased 11%, primarily from market appreciation as well as net inflows.

Employee Compensation and Benefits Expense was $41.0 million for the nine months ended September 30, 2025, an increase of $7.7 million, or 23%, versus $33.3 million for the nine months ended September 30, 2024, primarily reflecting a higher accrual for incentive compensation and higher base salaries, resulting from higher headcount.

Non-Compensation expenses were $12.3 million for the nine months ended September 30, 2025, an increase of $1.3 million, or 12%, versus $11.0 million for the nine months ended September 30, 2024, primarily driven by an increase in technology and information services and professional fees.

Income from Equity Method Investments was $2.8 million for the nine months ended September 30, 2025, a decrease of $1.4 million, or 34%, versus $4.2 million for the nine months ended September 30, 2024, primarily reflecting the sale of the remaining portion of our interest in ABS during the third quarter of 2024.

This decrease was partially offset by higher earnings from Atalanta Sosnoff in 2025.

See Note 8 to our unaudited condensed consolidated financial statements for further information.

Our operating cash flows are primarily influenced by the timing and receipt of fees and the payment of operating expenses, including incentive compensation to our employees and interest expense on our Notes Payable and lines of credit, and the payment of income taxes.

Our operating cash flows are primarily influenced by the timing and receipt of fees and the payment of operating expenses, including incentive compensation to our employees and interest expense on our Notes Payable, lines of credit and other financing arrangements, and the payment of income taxes.

Advisory and Underwriting fees are generally collected within 90 days of invoice.

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Likewise, payments to fund investments related to hedging our deferred cash compensation plans are generally funded in the first three months of each calendar year.

Our investing and financing cash flows are primarily influenced by activities to invest our cash in highly liquid securities or bank certificates of deposit, deploy capital to fund investments and acquisitions, raise capital through the issuance of stock or debt, repurchase of outstanding Class A Shares (including for the net settlement of RSUs), and/or noncontrolling interest in Evercore LP, as well as our other subsidiaries, payment of dividends and other periodic distributions to our stakeholders.

Our investing and financing cash flows are primarily influenced by activities to invest our cash in highly liquid securities or bank certificates of deposit, deploy capital to fund investments and acquisitions, repurchase outstanding Class A Shares (including for the net settlement of RSUs) and/or noncontrolling interest in Evercore LP, as well as our other subsidiaries, payment of dividends, other periodic distributions to our stakeholders and to raise capital through the issuance of stock or debt.

We generally make dividend payments and other distributions on a quarterly basis.

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A summary of our operating, investing and financing cash flows is as follows:

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

(dollars in thousands)

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End of Period $ 861,591 $ 542,029

Six Months Ended June 30, 2025.

Cash, Cash Equivalents and Restricted Cash were $627.2 million at June 30, 2025, a decrease of $254.9 million versus Cash, Cash Equivalents and Restricted Cash of $882.1 million at December 31, 2024.

Operating activities resulted in a net outflow of $111.9 million, primarily related to the payment of 2024 bonus awards and deferred cash compensation, which contributed to a decrease to Accrued Compensation and Benefits on our Unaudited Condensed Consolidated Statement of Financial Condition as of June 30, 2025, partially offset by earnings.

Cash of $365.6 million was provided by investing activities, primarily related to net proceeds from sales and maturities of investment securities, partially offset by purchases of equipment and leasehold improvements and net purchases of certificates of deposit.

Financing activities during the period used cash of $541.8 million, primarily for purchases of treasury stock (including for the net settlement of RSUs) and noncontrolling interests, the payment of dividends and distributions made to noncontrolling interest holders.

Nine Months Ended September 30, 2025.

Cash, Cash Equivalents and Restricted Cash were $861.6 million at September 30, 2025, a decrease of $20.5 million versus Cash, Cash Equivalents and Restricted Cash of $882.1 million at December 31, 2024.

Operating activities resulted in a net inflow of $449.0 million, primarily related to earnings, partially offset by the payment of 2024 bonus awards and deferred cash compensation, which contributed to a decrease to Accrued Compensation and Benefits on our Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2025.

Cash of $88.2 million was used by investing activities, primarily related to net purchases of certificates of deposit and purchases of furniture, equipment and leasehold improvements, partially offset by net proceeds from sales and maturities of investment securities.

Financing activities during the period used cash of $409.2 million, primarily for purchases of treasury stock (including for the net settlement of RSUs) and noncontrolling interests, the payment of dividends, the $38.0 million repayment of our 2021 Private Placement Notes and distributions made to noncontrolling interest holders, partially offset by the $250.0 million issuance of our 2025 Private Placement Notes.

Cash is also impacted due to the effect of foreign exchange rate fluctuation when translating non-U.S.

currencies to U.S.

Six Months Ended June 30, 2024.

Cash, Cash Equivalents and Restricted Cash were $640.5 million at June 30, 2024, an increase of $35.0 million versus Cash, Cash Equivalents and Restricted Cash of $605.5 million at December 31, 2023.

Operating activities resulted in a net inflow of $67.3 million, primarily related to earnings, partially offset by the payment of 2023 bonus awards and deferred cash compensation, which contributed to a decrease to Accrued Compensation and Benefits on our Unaudited Condensed Consolidated Statement of Financial Condition as of June 30, 2024.

Cash of $383.8 million was provided by investing activities, primarily related to net proceeds from sales and maturities of investment securities, partially offset by net purchases of certificates of deposit and purchases of equipment and leasehold improvements.

Nine Months Ended September 30, 2024.

Cash, Cash Equivalents and Restricted Cash were $542.0 million at September 30, 2024, a decrease of $63.5 million versus Cash, Cash Equivalents and Restricted Cash of $605.5 million at December 31, 2023.

Operating activities resulted in a net inflow of $301.8 million, primarily related to earnings, partially offset by the payment of 2023 bonus awards and deferred cash compensation, which contributed to a decrease to Accrued Compensation and Benefits on our Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2024.

Cash of $179.1 million was provided by investing activities, primarily related to net proceeds from sales and maturities of investment securities, as well as proceeds received from the sale of the remaining portion of our interest in ABS during the third quarter of 2024, partially offset by net purchases of certificates of deposit and purchases of equipment and leasehold improvements.

Financing activities during the period used cash of $550.7 million, primarily for purchases of treasury stock (including for the net settlement of RSUs) and noncontrolling interests, the payment of dividends and distributions made to noncontrolling interest holders.

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These tax deductions, when realized, will result in cash otherwise required to satisfy tax obligations becoming available for other purposes.

Our Management Committee meets regularly to monitor our liquidity and cash positions against our short and long-term obligations, as well as our capital requirements and commitments, including deferred compensation arrangements.

The result of this review contributes to management's recommendation to the Board of Directors as to the level of quarterly dividend payments, if any.

Our Management Committee meets regularly to monitor our liquidity and cash positions against our short and long-term obligations, as well as our capital requirements and commitments, including

deferred compensation arrangements.

The result of this review contributes to management's recommendation to the Board of Directors as to the level of quarterly dividend payments, if any, as well as the level of long-term borrowings required.

As a financial services firm, our businesses are materially affected by conditions in the global financial markets and economic conditions throughout the world.

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Restructuring activity generally is counter-cyclical to M&A activity.

through our affiliates, typically are in part based on the market value of underlying publicly-traded securities.

In addition, during periods of unfavorable market conditions our Investment Management business may be impacted by reduced equity valuations and generate relatively lower revenue because fees we receive, either directly or through our affiliates, typically are in part based on the market value of underlying publicly-traded securities.

Our profitability may also be adversely affected by our fixed costs and the possibility that we would be unable to scale back other costs within a time frame, and in an amount sufficient, to match any decreases in revenue relating to changes in market and economic conditions.

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These adverse conditions could also have an impact on our goodwill impairment assessment, which is done annually, as of November 30 th , or more frequently if circumstances indicate impairment may have occurred.

Recent actions on global trade policy have led to heightened geopolitical tensions, macroeconomic uncertainty and market volatility.

Global trade policy, the potential effects of the U.S.

Government shutdown and geopolitical tensions have led to macroeconomic uncertainty and market volatility.

These evolving conditions may impact the transaction environment in the near to medium term and/or result in an elongation of the timing of transaction closings.

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In addition, we may, from time to time, purchase noncontrolling interests in subsidiaries.

On February 22, 2022, our Board of Directors authorized (in addition to the net settlement of equity awards) the repurchase of Class A Shares and/or LP Units so that from that date forward, we are able to repurchase an aggregate of the lesser of $1.4 billion worth of Class A Shares and/or LP Units and 10.0 million Class A Shares and/or LP Units.

On February 22, 2022, our Board of Directors authorized (in addition to the net settlement of equity awards) the repurchase of Class A Shares and/or LP Units so that from that date forward, we were able to repurchase an aggregate of the lesser of $1.4 billion worth of Class A Shares and/or LP Units and 10.0 million Class A Shares and/or LP Units.

In addition, on April 29, 2025, our Board of Directors authorized (in addition to the net settlement of equity awards) the repurchase of Class A Shares and/or LP Units so that from that date forward, we are able to repurchase an aggregate of the lesser of $1.6 billion worth of Class A Shares and/or LP Units and 8.0 million Class A Shares and/or LP Units.

Under this share repurchase program, shares may be repurchased from time to time in open market transactions, in privately-negotiated transactions or otherwise.

The timing and the actual amount of shares repurchased will depend on a variety of factors, including our liquidity position, legal requirements, price, economic and market conditions and the objective to reduce the dilutive effect of equity awards granted as compensation to employees.

compensation to employees.

This program may be suspended or discontinued at any time and does not have a specified expiration date.

During the six months ended June 30, 2025, we repurchased 808,559 Class A Shares, at an average cost per share of $229.62, for $185.7 million, pursuant to our repurchase program.

During the nine months ended September 30, 2025, we repurchased 968,477 Class A Shares, at an average cost per share of $246.16, for $238.4 million, pursuant to our repurchase program.

In addition, we periodically buy shares into treasury from our employees in order to allow them to satisfy their minimum tax requirements for share deliveries under our share equity plan.

During the six months ended June 30, 2025, we repurchased 928,996 Class A Shares, at an average cost per share of $283.64, for $263.5 million, primarily related to minimum tax withholding requirements of share deliveries.

The aggregate 1,737,555 Class A Shares repurchased during the six months ended June 30, 2025 were acquired for aggregate purchase consideration of $449.2 million, at an average cost per share of $258.50.

During the nine months ended September 30, 2025, we repurchased 943,692 Class A Shares, at an average cost per share of $283.77, for $267.8 million, primarily related to minimum tax withholding requirements of share deliveries.

The aggregate 1,912,169 Class A Shares repurchased during the nine months ended September 30, 2025 were acquired for aggregate purchase consideration of $506.2 million, at an average cost per share of $264.72.

Noncontrolling Interest Purchases

During the second quarter of 2025, we purchased, at fair value, an additional 0.1% of the EWM Class A Units for $1.3 million.

This purchase resulted in a decrease to Noncontrolling Interest of $0.1 million and a decrease to Additional Paid-In Capital of $1.2 million on our Unaudited Condensed Consolidated Statement of Financial Condition as of June 30, 2025.

During the nine months ended September 30, 2025, we purchased, at fair value, an additional 0.1% of the EWM Class A Units for $1.3 million.

We also committed to purchase an additional 0.5% of interests from individuals in equal tranches over the next three years, at fair value at the time of the purchase.

These transactions resulted in a decrease to Noncontrolling Interest of $0.2 million and a decrease to Additional Paid-In Capital of $2.8 million on our Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2025.

We recorded $0.8 million and $1.3 million in Payable to Employees and Related Parties and Other Long-term Liabilities, respectively, on our Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2025, reflecting the current fair value of amounts committed to be purchased in the future and accrued distributions related to those interests.

We incurred expense of $0.5 million within Interest Expense on our Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 in conjunction with these arrangements.

During the second quarter of 2024, we purchased, at fair value, an additional 0.3% of the EWM Class A Units for $1.0 million.

This purchase resulted in a decrease to Noncontrolling Interest of $0.1 million and a decrease to Additional Paid-In Capital of $1.0 million on our Unaudited Condensed Consolidated Statement of Financial Condition as of June 30, 2024.

Private Placement Notes

On March 30, 2016, we issued an aggregate of $170.0 million of senior notes, including:

$38.0 million aggregate principal amount of our 4.88% Series A Notes which were due March 30, 2021, $67.0 million aggregate principal amount of our 5.23% Series B Notes which were originally due March 30, 2023, $48.0 million aggregate principal amount of our 5.48% Series C Notes and $17.0 million aggregate principal amount of our 5.58% Series D Notes, pursuant to the 2016 Note Purchase Agreement, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.

$38.0 million aggregate principal amount of our 4.88% Series A Notes which were due March 30, 2021, $67.0 million aggregate principal amount of our 5.23% Series B Notes which were originally due March 30, 2023, $48.0 million aggregate principal amount of our 5.48% Series C Notes and $17.0 million aggregate principal amount of our 5.58% Series D Notes, pursuant to the 2016 Note Purchase Agreement, amended on July 10, 2025, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.

On August 1, 2019, we issued $175.0 million and £25.0 million of senior unsecured notes through private placement.

These notes include:

$75.0 million aggregate principal amount of our 4.34% Series E Notes, $60.0 million aggregate principal amount of our 4.44% Series F Notes, $40.0 million aggregate principal amount of our 4.54% Series G Notes and £25.0 million aggregate principal amount of our 3.33% Series H Notes, each of which were issued pursuant to the 2019 Note Purchase Agreement, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.

On March 29, 2 021, we issued $38.0 million aggregate principal amount of our 1.97% Series I Notes, pursuant to the 2021 Note Purchase Agreement, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.

$75.0 million aggregate principal amount of our 4.34% Series E Notes, $60.0 million aggregate principal amount of our 4.44% Series F Notes, $40.0 million aggregate principal amount of our 4.54% Series G Notes and £25.0 million aggregate principal amount of our 3.33% Series H Notes, each of which were issued pursuant to the 2019 Note Purchase Agreement, amended on July 10, 2025, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.

On March 29, 2021, we issued $38.0 million aggregate principal amount of our 1.97% Series I Notes which were due August 1, 2025, pursuant to the 2021 Note Purchase Agreement, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.

In August 2025, we repaid the $38.0 million aggregate principal amount of our Series I Notes.

On June 28, 2022, we issued $67.0 million aggregate principal amount of our 4.61% Series J Notes, pursuant to the 2022 Note Purchase Agreement, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.

Interest on the above issuances is payable semi-annually and the notes are guaranteed by certain of our domestic subsidiaries.

We may, at our option, prepay all, or from time to time any part of, the notes (without regard to Series), in an amount not less than 5% of the aggregate principal amount of each of the individual issuances then outstanding at 100% of the principal amount thereof plus an applicable "make-whole amount." Upon the occurrence of a change of control, the holders of the notes will have the right to require us to prepay the entire unpaid principal amounts held by each holder of the notes plus accrued and unpaid interest to the prepayment date.

The respective Note Purchase Agreements contain customary covenants, including financial covenants requiring compliance with a maximum leverage ratio, a minimum tangible net worth and a minimum interest coverage ratio (for the 2016 Private Placement Notes only), and customary events of default.

As of June 30, 2025, we were in compliance with all of these covenants.

On June 28, 2022, we issued $67.0 million aggregate principal amount of our 4.61% Series J Notes, pursuant to the 2022 Note Purchase Agreement, amended on July 10, 2025, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.

On July 24, 2025, we issued an aggregate of $250.0 million of senior notes, including:

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The remaining net proceeds will be used for general corporate purposes.

Interest on the 2025 Private Placement Notes is payable semi-annually and the 2025 Private Placement Notes are guaranteed by certain of our domestic subsidiaries.

We may, at our option, prepay all, or from time to time any part of, the 2025 Private Placement Notes (without regard to Series), in an amount not less than 5% of the aggregate principal amount of the 2025 Private Placement Notes then outstanding at 100% of the principal amount thereof plus an applicable "make-whole amount." The 2025 Private Placement Notes also allow for prepayment within six months of maturity without an applicable "make-whole amount." Upon the occurrence of a change of control, the holders of the 2025 Private Placement Notes will have

the right to require us to prepay the entire unpaid principal amounts held by each holder of the 2025 Private Placement Notes plus accrued and unpaid interest to the prepayment date.

The 2025 Private Placement Notes contain customary covenants, including financial covenants requiring compliance with a maximum leverage ratio and a minimum tangible net worth, and customary events of default.

Interest on the 2025 Private Placement Notes is subject to certain escalation provisions in the event that the leverage ratio exceeds certain thresholds.

In conjunction with this issuance, we also amended our existing notes to provide for the same covenants and interest escalation provisions as the 2025 Private Placement Notes.

Interest on the above issuances is payable semi-annually and the notes are guaranteed by certain of our domestic subsidiaries.

We may, at our option, prepay all, or from time to time any part of, the notes (without regard to Series), in an amount not less than 5% of the aggregate principal amount of each of the individual issuances then outstanding at 100% of the principal amount thereof plus an applicable "make-whole amount." The 2025 Private Placement Notes also allow for prepayment within six months of maturity without an applicable "make-whole amount." Upon the occurrence of a change of control, the holders of the notes will have the right to require us to prepay the entire unpaid principal amounts held by each holder of the notes plus accrued and unpaid interest to the prepayment date.

Interest on the notes is subject to certain escalation provisions in the event that the leverage ratio exceeds certain thresholds.

As of September 30, 2025, we were in compliance with all of these covenants.

Lines of Credit

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Drawings bear interest at Daily SOFR plus 130 basis points and the maturity date was extended to July 10, 2028.

There were no drawings under this facility at June 30, 2025.

There were no drawings under this facility at September 30, 2025.

EGL maintains a subordinated revolving credit facility with PNC, as amended on October 10, 2025, in an aggregate principal amount of up to $75.0 million, to be used as needed in support of capital requirements from time to time of EGL.

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The interest rate provisions are Daily SOFR plus 130 basis points and the maturity date is October 10, 2029.

There were no drawings under this facility at June 30, 2025.

There were no drawings under this facility at September 30, 2025.

In addition, EGL's clearing broker provides temporary funding for the settlement of securities transactions.

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For further information see Note 17 to our unaudited condensed consolidated financial statements.

We had total commitments (not reflected on our Unaudited Condensed Consolidated Statements of Financial Condition) relating to future capital contributions to private equity funds of $2.6 million as of June 30, 2025 and December 31, 2024.

We may be required to fund these commitments at any time through June 2028, depending on the timing and level of investments by the private equity funds.

We may be required to fund these commitments at any time through June 2028, depending on the timing and level of

investments by the private equity funds.

We expect to fund these commitments with cash flows from operations.

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We do not invest in any off-balance sheet vehicles that provide liquidity, capital resources, market or credit risk support, or engage in any leasing activities that expose us to any liability that is not reflected in our unaudited condensed consolidated financial statements.

As of June 30, 2025, our current and former Senior Managing Directors owned an aggregate of approximately 1.4 million vested Class A LP Units, 0.3 million vested Class E LP Units, 0.4 million vested Class I LP Units and 0.2 million vested Class K LP Units.

In addition, 1.1 million unvested Class K-P Units, which convert into a number of Class K LP Units based on the achievement of certain market and service conditions and defined benchmark results, were outstanding as of June 30, 2025.

As of September 30, 2025, our current and former Senior Managing Directors owned an aggregate of approximately 1.3 million vested Class A LP Units, 0.3 million vested Class E LP Units, 0.4 million vested Class I LP Units and 0.2 million vested Class K LP Units.

We have an obligation to exchange vested Class A, E, I and K LP Units to Class A Common Stock upon the request of the holder.

Our Unaudited Condensed Consolidated Statement of Financial Condition as of June 30, 2025 included $617.3 million of Cash and Cash Equivalents and $1.12 billion of Investment Securities and Certificates of Deposit, which are generally comprised of highly-liquid investments.

Our Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2025 included $851.9 million of Cash and Cash Equivalents and $1.57 billion of Investment Securities and Certificates of Deposit, which are generally comprised of highly-liquid investments.

For further information regarding other cash commitments and the timing of payments, refer to "General" above.

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We hold equity securities and invest in exchange-traded funds principally as an economic hedge against our deferred cash compensation program.

As of June 30, 2025, the fair value of our investments with these products, based on closing prices, was $158.5 million.

We had net realized and unrealized gains of $15.1 million and $9.2 million for the three and six months ended June 30, 2025, respectively, from our exchange-traded funds portfolio.

As of September 30, 2025, the fair value of our investments with these products, based on closing prices, was $171.5 million.

We had net realized and unrealized gains of $12.4 million and $21.6 million for the three and nine months ended September 30, 2025, respectively, from our exchange-traded funds portfolio.

See Note 7 to our unaudited condensed consolidated financial statements for further information.

We estimate that a hypothetical 10%, 20% and 30% adverse change in the market value of the investments would have resulted in a decrease in pre-tax income of approximately $15.9 million, $31.7 million and $47.6 million, respectively, for the three months ended June 30, 2025.

We estimate that a hypothetical 10%, 20% and 30% adverse change in the market value of the investments would have resulted in a decrease in pre-tax income of approximately $17.2 million, $34.3 million and $51.5 million, respectively, for the three months ended September 30, 2025.

Private Equity Funds

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See Note 8 to our unaudited condensed consolidated financial statements for further information.

We estimate that a hypothetical 10% adverse change in the value of the private equity funds would have resulted in a decrease in pre-tax income of approximately $0.5 million for the three months ended June 30, 2025.

We estimate that a hypothetical 10% adverse change in the value of the private equity funds would have resulted in a decrease in pre-tax income of approximately $0.3 million for the three months ended September 30, 2025.

Exchange Rate Risk

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Historically, the value of these foreign currencies has fluctuated relative to the U.S.

For the six months ended June 30, 2025, the net impact of the fluctuation of foreign currencies recorded in Other Comprehensive Income (Loss) within the Unaudited Condensed Consolidated Statement of Comprehensive Income was a gain of $27.4 million, net of tax.

For the nine months ended September 30, 2025, the net impact of the fluctuation of foreign currencies recorded in Other Comprehensive Income (Loss) within the Unaudited Condensed Consolidated Statement of Comprehensive Income was a gain of $22.7 million, net of

It is generally not our intention to hedge our foreign currency exposure in these subsidiaries, and we will reevaluate this policy from time to time.

Periodically, we enter into foreign currency exchange forward contracts as an economic hedge against exchange rate risk for foreign currency denominated accounts receivable or other commitments.

We entered into a foreign currency exchange forward contract during the third quarter of 2023 to buy 30.0 million British Pounds sterling for $36.7 million, which settled during the first quarter of 2024, and resulted in a loss of $0.3 million for the six months ended June 30, 2024.

During the third quarter of 2025, we entered into a foreign currency exchange forward contract to buy 200.0 million British Pounds sterling for $270.6 million, which settled during the third quarter of 2025, and a foreign currency exchange forward contract to sell 71.3 million British Pounds sterling for $96.4 million, which settled in October 2025.

The outstanding contract is recorded at its fair value of $0.6 million within Other Current Assets on our Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2025.

We recorded a net loss on these contracts of $1.1 million for the three and nine months ended September 30, 2025, which is included within Other Revenue, Including Interest and Investments, on our Unaudited Condensed Consolidated Statements of Operations.

During the third quarter of 2023, we entered into a foreign currency exchange forward contract to buy 30.0 million British Pounds sterling for $36.7 million, which settled during the first quarter of 2024, and resulted in a loss of $0.3 million for the nine months ended September 30, 2024.

We maintain cash and cash equivalents, as well as certificates of deposit, with financial institutions with high credit ratings.

At times, we may maintain deposits in federally insured financial institutions in excess of federally insured ("FDIC") limits or enter into sweep arrangements where banks will periodically transfer a portion of our excess cash position to a money

However, we believe that we are not exposed to significant credit risk due to the financial position of the depository institutions or investment vehicles in which those deposits are held.

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The collection period for liability management and restructuring transaction receivables may exceed 90 days.

We recorded bad debt expense of $3.5 million and $1.0 million for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025 and December 31, 2024, total receivables recorded in Accounts Receivable amounted to $484.0 million and $421.5 million, respectively, net of an allowance for credit losses, and total receivables recorded in Other Assets amounted to $113.0 million and $101.3 million, respectively.

We recorded bad debt expense of $4.8 million and $2.1 million for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025 and December 31, 2024, total receivables recorded in Accounts Receivable amounted to $523.3 million and $421.5 million, respectively, net of an allowance for credit losses, and total receivables recorded in Other Assets amounted to $113.2 million and $101.3 million, respectively.

Other Current Assets and Other Assets include arrangements in which an estimate of variable consideration has been included in the transaction price and thereby recognized as revenue that precedes the contractual due date (contract assets).

As of June 30, 2025, total contract assets recorded in Other Current Assets and Other Assets amounted to $77.3 million and $16.2 million, respectively.

As of September 30, 2025, total contract assets recorded in Other Current Assets and Other Assets amounted to $61.3 million and $32.1 million, respectively.

As of December 31, 2024, total contract assets recorded in Other Current Assets and Other Assets amounted to $62.4 million and $14.5 million, respectively.

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Treasury securities, exchange-traded funds and securities investments, we manage our credit risk exposure by limiting concentration risk and maintaining investment grade credit quality.

As of June 30, 2025, we had Investment Securities of $1.03 billion, of which 85% were U.S.

As of September 30, 2025, we had Investment Securities of $1.43 billion, of which 88% were U.S.

Treasury securities.

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GAAP, which requires management to make estimates and assumptions regarding future events that affect the amounts reported in our consolidated financial statements and their notes, including reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.

We base these estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances.

We base these estimates on historical experience and various other

assumptions that we believe to be reasonable under the circumstances.

Actual results could differ materially from those estimates.

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For a discussion of recently issued accounting standards and their impact or potential impact on our consolidated financial statements, see Note 3 to our unaudited condensed consolidated financial statements.

Quantitative and Qualitative Disclosures About Market Risk

See "Management's Discussion and Analysis of Financial Condition and Results of Operations – Market Risk and Credit Risk." We do not believe we face any material interest rate risk, foreign currency exchange risk, equity price risk or other market risk except as disclosed in Item 2 " – Market Risk and Credit Risk" above.

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-Q

Item 2. Management’s Discussion and Analysis