What changed in this filing

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Item 1. Business

2026-02-20 compared with 2025-02-21 · 35 added, 60 removed, 234 unchanged (29% of the section changed)

27 unchanged sentences

(1) Based on Refinitiv data

(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.

(2) Senior Managing Director headcount as of December 31, 2025, inclusive of new hires that have joined year-to-date and additionally adjusted to include four incoming Investment Banking Senior Managing Directors committed to join in 2026.

• Special Committee Assignments .

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We intend to continue to grow and diversify our businesses, and to further enhance our profile and competitive position, through the following strategies:

• Promote and Recruit Highly Qualified Professionals in our Investment Banking & Equities segment .

• Promote, Recruit and Acquire Highly Qualified Professionals in our Investment Banking & Equities segment .

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 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.

On occasion, additions of professionals may result from the acquisition of boutique independent advisory firms with leading professionals in a market or sector, such as our acquisition of Robey Warshaw, an independent advisory firm headquartered in the United Kingdom, in 2025.

◦ In 2025, 18 Investment Banking Senior Managing Directors (including five Senior Managing Directors from the acquisition of Robey Warshaw) and one Equities Senior Managing Director joined the firm, strengthening our capabilities in Private Capital Markets, Financial Sponsors, Technology, Energy, Industrials and Healthcare sectors, along with our Sales and Research capabilities, and expanding our geographic reach, including into Stockholm, Sweden and Milan, Italy.

We also hired four Investment Banking Senior Managing Directors in 2025 committed to join in 2026.

◦ Of equal importance, following our long-term strategy of developing internal talent, we also promoted 11 Investment Banking Managing Directors to Senior Managing Director in 2025.

Additionally, in January 2026, we announced the promotion of eight Investment Banking Managing Directors to Senior Managing Director and two Equities Managing Directors to Senior Managing Director.

• Achieve Organic Growth and Improved Profitability in our Investment Management segment .

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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 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.

With these guiding principles, our Human Capital Group leads our efforts on employee-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 also provide oversight on certain human capital matters.

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◦ 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.

We offer various resources including on-site vaccinations, 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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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.

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Our ability to continue to compete effectively in our businesses will depend upon our ability to attract new employees and retain and motivate our existing employees.

United States

Our business, as well as the financial services industry generally, is subject to extensive regulation in the United States and in the other jurisdictions where we operate.

As a matter of public policy, regulatory bodies in the United States and the rest of the world are charged with safeguarding the integrity of the securities and other financial markets and with protecting the interests of customers participating in those markets.

Our operating entities are also subject to regulations, including the USA PATRIOT Act of 2001, as amended (the "Patriot Act") in the United States, 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.

Failure to comply with any legal and regulatory requirements may result in monetary, regulatory and, in certain cases, criminal penalties and significantly harm our reputation.

United States

In the United States, the SEC is the federal agency responsible for the administration of the federal securities laws.

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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.

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.

Additionally, the SEC's uniform net capital rule imposes certain requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC for certain withdrawals of capital.

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.

This rule requires notification when net capital falls below certain predefined criteria and imposes other financial and operational constraints which may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC for certain withdrawals of capital.

EGL is also subject to the SEC's Market Access Rule, Rule 15c3-5.

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

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

Failure to comply with any legal and regulatory requirements may result in monetary, regulatory and, in certain cases, criminal penalties and significantly harm our reputation.

We are also subject to the U.S.

Foreign Corrupt Practices Act, which prohibits offering, promising, giving, or authorizing others to give anything of value, either directly or indirectly, to a non-U.S.

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, Atalanta Sosnoff and ABS (through July 2024), are registered as investment advisors with the SEC.

Our Investment Management business at EWM, as well as our equity method investment, Atalanta Sosnoff, 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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law following Brexit), including the Market Abuse Regulation, which prohibits insider dealing, unlawful disclosure of inside information and market manipulation.

The FCA is also able to prosecute a number of criminal offenses including, among other things, criminal insider dealing under the Criminal Justice Act 1993 and criminal market manipulation under the Financial Services Act 2012.

Regulatory Capital .

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The FCA also expects firms to take a proactive approach to monitoring and managing risks, consistent with its high-level requirement for firms to have adequate financial resources.

On January 1, 2022, the U.K.

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.

Until January 1, 2022, Evercore U.K.

As of January 1, 2022, under the U.K.

Investment Firm Prudential Regime ("IFPR"), Evercore U.K.

and Evercore ISI U.K.

were "exempt-CAD firms" and subject only to limited minimum capital requirements.

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").

are 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").

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") 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.

The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, as amended by the Money Laundering and Terrorist Financing

(Amendment) Regulations 2019 (as amended, the "Money Laundering Regulations") implemented the Fourth EU Money Laundering Directive and the Fifth EU Money Laundering Directive.

The Money Laundering Regulations are designed to counter money laundering and terrorist financing.

The Money Laundering Regulations impose numerous obligations on Evercore U.K.

1 unchanged sentence

(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"), 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.

The Proceeds of Crime Act 2002 and the Terrorism Act 2000 also contain a number of offenses in relation to money laundering and terrorist financing, respectively.

Evercore U.K., Evercore ISI U.K.

Evercore U.K.

and Evercore ISI U.K.

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

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

In December 2022, the U.K.

Government announced a series of financial services regulatory developments referred to as the "Edinburgh Reforms".

The backdrop to these reforms is the Financial Services and Markets Act 2023 which received Royal Assent in June 2023.

The Act will enable EU financial services law directly applicable in the U.K.

to be repealed and replaced by similar U.K.

law and regulation.

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

and EU financial services may diverge further.

In Germany, our subsidiary, Evercore Germany, is licensed by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, or "BaFin") to conduct investment advice and investment brokerage activities in Germany.

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

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.

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.

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.

Accordingly, Evercore Germany is authorized to provide the aforementioned services across the EU on a cross-border basis or through passporting local branches within the EU.

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

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615)), client classification, conflicts of interest and other conduct of business requirements.

Evercore Hong Kong is also subject to other laws in Hong Kong that are concerned with money laundering, terrorist financing, proliferation financing and financial sanctions, including the Drug Trafficking (Recovery of Proceeds) Ordinance (Cap.

455), the Organized and Serious Crimes Ordinance, the United Nations (Anti-Terrorism Measures) Ordinance (Cap.

575), the United Nations Sanctions Ordinance (Cap.

537), the Weapons of Mass Destruction (Control of Provision of Services) Ordinance (Cap.

526) and the Prevention of Bribery Ordinance (Cap 201).

Failure to comply with these laws may result in monetary, regulatory and, in certain cases, criminal penalties.

In Singapore, Evercore Asia (Singapore) Pte.

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The compliance requirements for DFSA licensed entities include, among other things, capital, liquidity, governance, conduct of business requirements and anti-money laundering, counter-terrorist financing and sanctions requirements which apply to all activities conducted by Evercore Advisory (Middle East) Limited in or from the DIFC.

Kingdom of Saudi Arabia ("KSA")

Financial services activities conducted in or with persons in the KSA are subject to the regulatory jurisdiction of the Capital Market Authority (the “CMA”) of the KSA.

Evercore Arabia Limited (“Evercore KSA”) is licensed and regulated by the CMA, maintaining a license to carry out the regulated activity of arranging deals.

The compliance requirements of capital market institutions authorized and regulated by the CMA include, among other things, stipulations relating to minimum capital, governance, conduct of business, record-keeping, anti-money laundering, sanctions and terrorist financing, and systems and controls which apply to all activities conducted by Evercore KSA in or from the KSA.

In Canada, our subsidiary, Evercore Partners Canada Ltd.

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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