What changed in this filing

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Item 1A. Risk Factors

2026-02-20 compared with 2025-02-21 · 20 added, 24 removed, 397 unchanged (10% of the section changed)

3 unchanged sentences

and throughout the world.

Financial markets and economic conditions can be negatively impacted by many factors beyond our control, such as the inability to access credit markets, rising interest rates or inflation, terrorism, political uncertainty, supply chain disruptions, uncertainty in the federal fiscal or monetary policy of U.S.

or foreign governments, an evolving regulatory environment (and the timing and nature of regulatory reform), climate change, extreme weather events or natural disasters, the emergence or continuation of widespread health emergencies or pandemics, cyberattacks or campaigns, military conflicts or other geopolitical events.

Financial markets and economic conditions can be negatively impacted by many factors beyond our control, such as the inability to access credit markets, rising interest rates or inflation, the imposition or threatened imposition of tariffs, terrorism, political uncertainty, supply chain disruptions, uncertainty in the federal fiscal or monetary policy of U.S.

or foreign governments, an evolving regulatory environment (and the timing and nature of regulatory

reform), climate change, extreme weather events or natural disasters, the emergence or continuation of widespread health emergencies or pandemics, cyberattacks or campaigns, military conflicts or other geopolitical events.

Unfavorable market or economic conditions, as well as volatility in the financial markets, can materially reduce the demand for our services and present challenges.

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In addition, EWM is dependent on its senior portfolio managers and executives.

Our professionals possess

substantial experience and expertise and strong client relationships.

Our professionals possess substantial experience and expertise and strong client relationships.

However, they are not obligated to remain employed with us and the market for qualified professionals is highly competitive.

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As a result, our Investment Banking & Equities revenue is highly dependent on market conditions and the decisions and actions of our clients, interested third parties and governmental authorities.

For example, a client could delay or terminate an acquisition transaction because of a failure to agree upon final terms with the counterparty, failure to obtain necessary regulatory consents or board or stockholder approvals, failure to secure necessary financing, adverse

market conditions or because the target's business is experiencing unexpected operating or financial problems.

Anticipated bidders for assets of a client during a liability management and restructuring transaction may not materialize or our client may not be able to restructure its operations or indebtedness due to a failure to reach agreement with its principal creditors.

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Appropriately identifying and managing actual or perceived conflicts of interest is complex and difficult, and our reputation could be damaged if we fail, or appear to fail, to deal appropriately with one or more potential or actual conflicts of interest.

Regulatory scrutiny of, or litigation in connection with, conflicts of interest would have a material adverse effect on our reputation which would materially adversely affect our business in a number of ways, including an inability to recruit additional professionals and a reluctance of potential clients and counterparties to do business with us.

Regulatory scrutiny of, or litigation in connection with, conflicts of interest would have a material adverse effect on our

reputation which would materially adversely affect our business in a number of ways, including an inability to recruit additional professionals and a reluctance of potential clients and counterparties to do business with us.

Additionally, client-imposed conflicts requirements could place additional limitations on us, for example, by limiting our ability to accept advisory engagements.

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Allegations against us of improper conduct by private litigants or regulators, whether the ultimate outcome is favorable or unfavorable to us, as well as negative publicity and press speculation about us, whether or not valid, may harm our reputation.

Moreover, our role as advisor to our clients on important mergers and acquisitions or liability management and restructuring

transactions often involves complex analysis and the exercise of professional judgment, including, in certain circumstances, rendering fairness opinions in connection with mergers and other transactions.

Moreover, our role as advisor to our clients on important mergers and acquisitions or liability management and restructuring transactions often involves complex analysis and the exercise of professional judgment, including, in certain circumstances, rendering fairness opinions in connection with mergers and other transactions.

Particularly in highly volatile markets, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against financial advisors and underwriters can be significant.

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In addition, a portion of our advisory fees are obtained from liability management and restructuring clients, and often these clients do not have sufficient resources to indemnify us for costs and expenses associated with third-party subpoenas and direct claims, to the extent such claims are not barred as part of the reorganization process.

Our engagements typically include broad indemnities from our clients and provisions designed to limit our exposure to legal claims relating to our services, but these provisions may not protect us or may not be adhered to in all cases.

These indemnities also are dependent on our client's capacity to pay the amounts claimed.

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Because certain of our larger competitors are subject to regulations that do not affect us to the same extent, or at all, regulatory reforms may benefit them more than us, including by expanding their permitted activities, reducing their compliance costs or reducing restraints on compensation, any of which could enhance their ability to compete against us for advisory opportunities, for employees or otherwise, in a manner that negatively impacts our business.

Our and our employees' failure to comply with applicable laws or regulations could result in adverse publicity and reputational harm, as well as fines, suspensions of personnel or other sanctions, including revocation of the registration of us or

any of our subsidiaries as an investment advisor or broker-dealer.

For example, we are subject to extensive bribery and anti-corruption regulation, which can present heightened risks for us due to certain jurisdictions in which we operate and our significant client relationships with governmental entities and certain businesses that receive support from government agencies.

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These systems, including the systems of third parties on whom we rely, may fail to operate properly or become disabled as a result of tampering or a breach of our network security systems or otherwise, including for reasons beyond our, or their, control.

In addition, we are also exposed to fourth-party cybersecurity risk from vendors, suppliers or attackers of our third-party vendors.

addition, we are also exposed to fourth-party cybersecurity risk from vendors, suppliers or attackers of our third-party vendors.

The increased use of mobile technologies, artificial intelligence and remote working arrangements heighten these and other operational risks.

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We are also at risk for denial-of-service, distributed denial-of-service and/or other cyber-attacks involving the theft, dissemination and destruction of corporate information or other assets, which could result from an employee's, contractor's or other third party vendor's failure to follow data security procedures or as a result of actions by third parties, including actions by governments.

These risks may be exacerbated by the use of artificial intelligence.

Phishing attacks and email spoofing attacks are becoming more prevalent and are often used to obtain information to impersonate employees or clients in order to, among other things, direct fraudulent bank transfers or obtain valuable information.

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These laws, regulations and treaties are complex, and the manner in which they apply to our facts and circumstances can be open to interpretation.

Management believes its application of current

laws, regulations and treaties to be correct and sustainable upon examination by the tax authorities.

Management believes its application of current laws, regulations and treaties to be correct and sustainable upon examination by the tax authorities.

However, the tax authorities could challenge our interpretation, resulting in additional tax liability or adjustment to our tax provision that could increase our effective tax rate or tax-related liabilities.

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We may expand our various businesses through additional acquisitions, entering into joint ventures and strategic alliances, and internally developing new opportunities that are complementary to our existing businesses and where we think we can add substantial value or generate substantial returns.

For example, in 2025, we completed the acquisition of Robey Warshaw, an

independent advisory firm headquartered in the United Kingdom.

The success of this strategy will depend on, among other things, the availability of suitable opportunities and capital resources to effect our strategy;

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Our officers oversee and manage these relationships;

however, poor oversight and control on our part or inferior performance or service on the part of the service providers could result in a

loss of customers, violation of applicable rules and regulations, including, but not limited to, data protection, privacy and anti-money laundering laws and otherwise adversely affect our business and operations.

however, poor oversight and control on our part or inferior performance or service on the part of the service providers could result in a loss of customers, violation of applicable rules and regulations, including, but not limited to, data protection, privacy and anti-money laundering laws and otherwise adversely affect our business and operations.

Our agreements with the OCC require us to maintain and segregate certain assets, and our failure to comply with these agreements (including if we are required to access these assets for other purposes) could adversely affect us.

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fluctuations in foreign currency exchange rates that could adversely affect our results;

unexpected and costly changes in trading policies, regulatory requirements, tariffs and other barriers;

unexpected and costly changes in tariff and trading policies, regulatory requirements, tariffs and other barriers;

restrictions on travel;

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dollar would result in an adverse or beneficial impact, respectively, to our financial results.

On occasion, we enter into foreign currency exchange forward contracts as an economic hedge against exchange rate risk for foreign currency

denominated accounts receivable in EGL or other commitments.

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

See Note 19 to our consolidated financial statements for further information.

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our financial condition and operating results;

our available cash

and current and anticipated cash needs;

our available cash and current and anticipated cash needs;

our capital requirements;

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In addition, they are able to exercise influence over the outcome of all matters requiring stockholder approval.

This concentration of ownership could deprive our other Class A stockholders of an opportunity to

receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our Class A common stock.

This concentration of ownership could deprive our other Class A stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our Class A common stock.

Our share price may decline or we may have a significant increase in the number of shares of common stock outstanding due to the large number of shares eligible for future sale and for exchange.

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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 1A. Risk Factors