What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-20 compared with 2025-02-21 · 150 added, 132 removed, 599 unchanged (32% of the section changed)

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• 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

• Gains on the sale of our interests in ABS in 2024 and 2022.

• A gain on the sale of the remaining portion of our interest in ABS Investment Management Holdings LP and ABS Investment Management GP LLC (collectively, "ABS") in 2024.

See Note 10 to our consolidated financial statements for further information

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• 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, including interest expense related to deferred acquisition consideration and mandatorily redeemable interests.

Employee Compensation and Benefits.

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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 and attract 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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A change in estimated forfeitures is recognized through a cumulative adjustment in the period of the change.

In January 2022, 2023 and 2024, our Board of Directors approved the issuance of Class L Interests of Evercore LP ("Class L Interests") to certain of our named executive officers, pursuant to which the named executive officers receive a discretionary distribution of profits from Evercore LP, paid in the first quarters of 2023, 2024 and 2025, respectively.

In January 2023, 2024 and 2025, our Board of Directors approved the issuance of Class L Interests of Evercore LP ("Class L Interests") to certain of our named executive officers, pursuant to which those named executive officers receive a discretionary distribution of profits from Evercore LP, paid in the first quarters of 2024, 2025 and 2026, respectively.

Distributions pursuant to these interests are made in lieu of any cash incentive compensation payments which may otherwise have been made to our named executive officers in respect of their service for 2023, 2024 and 2025, respectively.

Following the distributions, the Class

L Interests are cancelled pursuant to their terms.

Following the distributions, the Class L Interests are cancelled pursuant to their terms.

We record expense equal to the amount of these distributions in Employee Compensation and Benefits on the Consolidated Statements of Operations and reflect accrued liabilities related to these distributions in Accrued Compensation and Benefits on the Consolidated Statements of Financial Condition.

In January 2025, our Board of Directors approved the issuance of Class L Interests to certain of our named executive officers, pursuant to which the named executive officers may receive a discretionary distribution of profits from Evercore LP, to be paid in the first quarter of 2026.

In January 2026, our Board of Directors approved the issuance of Class L Interests to certain of our named executive officers, pursuant to which those named executive officers may receive a discretionary distribution of profits from Evercore LP, to be paid in the first quarter of 2027.

Distributions pursuant to these interests are anticipated to be made in lieu of any cash incentive compensation payments which may otherwise have been made to our named executive officers in respect of their service for 2026.

Our Long-term Incentive Plans provide for incentive compensation awards for Investment Banking Senior Managing Directors, excluding executive officers, who exceed defined benchmark results over four-year performance periods beginning January 1, 2017 (the "2017 Long-term Incentive Plan", which ended on December 31, 2020) and January 1, 2021 (the "2021 Long-term Incentive Plan", which ended on December 31, 2024).

The vesting period for the 2017 Long-term Incentive Plan ended on March 15, 2023 and in conjunction with this plan we made cash distributions in 2023, 2022 and 2021.

Amounts accrued pursuant to the 2021 Long-term Incentive Plan may be paid, in cash or Class A Shares, at our discretion, in the first quarter of 2025, 2026 and 2027, subject to employment at the time of payment.

Our Long-term Incentive Plans provide for incentive compensation awards for Investment Banking Senior Managing Directors, excluding executive officers, who exceed defined benchmark results over four-year performance periods beginning January 1, 2017 (the "2017 Long-term Incentive Plan"), January 1, 2021 (the "2021 Long-term Incentive Plan") and January 1, 2025 (the "2025 Long-term Incentive Plan").

The performance period for the 2017 Long-term Incentive Plan ended on December 31, 2020 and in conjunction with this plan we made cash distributions in 2023, 2022 and 2021 and the performance period for the 2021 Long-term Incentive Plan ended on December 31, 2024 and in conjunction with this plan we made a cash distribution in 2025.

Remaining amounts due pursuant to these plans are due to be paid in cash or Class A Shares, at our discretion, in the first quarter of 2026 and 2027, for the 2021 Long-term Incentive Plan, and in the first quarter of 2029, 2030 and 2031, for the 2025 Long-term Incentive Plan, subject to employment at the time of payment.

We periodically assess the probability of the benchmarks being achieved and expense the probable payout over the requisite service period of the award.

We intend to issue a new Long-term Incentive Plan in 2025.

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 I-P Units of Evercore LP ("Class I-P Units"), Class K-P Units of Evercore LP ("Class K-P Units") and certain RSU awards.

In March 2022, the Class I-P Units converted to Class I LP Units.

These include Class K-P Units issued by Evercore LP ("Class K-P Units"), certain RSU and deferred cash awards, as well as awards issued in conjunction with the acquisition of Robey Warshaw in 2025.

See Note 18 to our consolidated financial statements for further information.

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Non-Compensation.

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

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.

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• 2023 – Expenses related to the write-off of non-recoverable assets in connection with the wind-down of our operations in Mexico

• 2022 – Expenses related to charges associated with the prepayment of our 5.23% Series B senior notes originally due March 30, 2023 (the "Series B Notes"), as well as certain professional fees, separation benefits and other charges related to the wind-down of our operations in Mexico

Income from Equity Method Investments

Our share of the income (loss) from our equity interests in Atalanta Sosnoff, Seneca Evercore, ABS (through July 2024) and Luminis (through September 2024) are included within Income from Equity Method Investments, as a component of Income Before Income Taxes, on the Consolidated Statements of Operations.

Our share of the income (loss) from our equity interests in Atalanta Sosnoff and Seneca Evercore, and our former equity interests in ABS (through July 2024) and Luminis (through September 2024) are included within Income from Equity Method Investments, as a component of Income Before Income Taxes, on the Consolidated Statements of Operations.

See Note 10 to our consolidated financial statements for further information.

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Asset Management and Administration Fees 87,356 79,550 67,041 10 % 19 %

Other Revenue, Including Interest and Investments 105,094 97,963 (7,378) 7 % NM

Other Revenue, Including Interest and Investments 103,309 105,094 97,963 (2 %) 7 %

Total Revenues 3,880,084 2,996,361 2,442,666 29 % 23 %

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565,044 471,338 407,018 20 % 16 %

Special Charges, Including Business Realignment Costs 7,305 2,921 3,126 150 % (7 %)

Special Charges, Including Business Realignment Costs — 7,305 2,921 NM 150 %

Total Expenses 3,065,878 2,452,679 2,066,814 25 % 19 %

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Occupancy and Equipment Rental $ 108,784 $ 90,953 $ 84,329 20 % 8 %

Professional Fees 135,726 108,801 108,288 25 % — %

Professional Fees (A)

103,044 96,205 73,741 7 % 30 %

Travel and Related Expenses 95,612 79,446 64,527 20 % 23 %

Communications and Information Services 81,474 71,603 62,642 14 % 14 %

Technology and Information Services (A)

146,222 120,995 106,663 21 % 13 %

Depreciation and Amortization 32,557 24,468 24,348 33 % — %

Execution, Clearing and Custody Fees 12,499 13,211 12,275 (5 %) 8 %

Acquisition and Transition Costs 9,858 — — NM NM

Other Operating Expenses 56,468 46,060 41,135 23 % 12 %

Total Non-Compensation $ 565,044 $ 471,338 $ 407,018 20 % 16 %

(A) Includes the reclassification of $39.5 million and $35.1 million of technology and related expenses from "Professional Fees" to "Technology and Information Services" for the years ended December 31, 2024 and 2023, respectively, to conform to the current presentation.

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

2025 versus 2024

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Net Revenues were $3.86 billion in 2025, an increase of $876.2 million, or 29%, versus Net Revenues of $2.98 billion in 2024.

Advisory Fees increased $476.7 million, or 24%, Underwriting Fees increased $46.1 million, or 41%, and Commissions and Related Revenue increased $11.3 million, or 6%, compared to 2023.

Advisory Fees increased $826.5 million, or 34%, Commissions and Related Revenue increased $28.6 million, or 13%, and Underwriting Fees increased $22.6 million, or 14%, compared to 2024.

Asset Management and Administration Fees increased $7.8 million, or 10%, compared to 2024.

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

Ot her Revenue, Including Interest and Investments, was $105.1 million in 2024, an increase of $7.1 million, or 7%, versus $98.0 million in 2023, primarily reflecting higher interest income, as well as higher performance of our investment funds portfolio.

Ot her Revenue, Including Interest and Investments, was $103.3 million in 2025, a decrease of $1.8 million, or 2%, versus $105.1 million in 2024, primarily reflecting lower performance of our investment funds portfolio.

The decrease was partially offset by higher interest income resulting from higher average balances in interest-bearing assets.

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

Interest Expense was $24.3 million in 2025, an increase of $7.5 million, or 45%, versus $16.8 million in 2024, reflecting the issuance of new senior notes in July 2025.

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

Employee Compensation and Benefits Expense was $2.50 billion in 2025, an increase of $526.8 million, or 27%, versus $1.97 billion in 2024.

The increase in the amount of compensation recognized in 2024 principally reflects a higher accrual for incentive compensation, higher base salaries and higher compensation expense related to senior new hires.

As a result of the factors noted above, Employee Compensation and Benefits Expense as a percentage of Net Revenues was 66.3% in 2024, compared to 68.3% in 2023.

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

The increase in 2025 also reflects compensation resulting from consideration awarded to the sellers as part of the acquisition of Robey Warshaw.

Employee Compensation and Benefits Expense as a percentage of Net Revenues was 64.9% in 2025, compared to 66.3% in 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 $565.0 million in 2025, an increase of $93.7 million, or 20%, versus $471.3 million in 2024.

The increase was primarily driven by an increase in professional fees and travel and related expenses, largely due to higher levels of business activity and increased headcount, as well as an increase in communications and information services, principally reflecting higher expenses associated with license fees and research services in 2024.

The increase was also driven by an increase in occupancy and rental expense, primarily related to an increase in office space in New York.

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 in 2025 were also impacted by Acquisition and Transition Costs resulting from the acquisition of Robey Warshaw and our reorganization of businesses within the Europe, Middle East and Africa ("EMEA") legal entity structure.

See Note 6 to our consolidated financial statements for further information.

Non-Compensation expenses per employee were approximately $229.3 thousand for 2025, versus $204.5 thousand for 2024, a 12% increase.

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See Note 10 to our consolidated financial statements for further information.

Special Charges, Including Business Realignment Costs, of $2.9 million in 2023 related to the write-off of non-recoverable assets in connection with the wind-down of our operations in Mexico.

Income from Equity Method Investments was $6.2 million in 2024, a decrease of $0.4 million, or 6%, versus $6.7 million in 2023, reflecting the sale of the remaining portion of our interest in ABS in 2024.

This decrease was partially offset by higher earnings from Atalanta Sosnoff, Luminis and Seneca Evercore in 2024.

Income from Equity Method Investments was $3.9 million in 2025, a decrease of $2.4 million, or 38%, versus $6.2 million in 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 10 to our consolidated financial statements for further information.

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The provision for income taxes in 2024 was $115.4 million, which reflected an effective tax rate of 21.6%.

The provision for income taxes in

2024 and 2023 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 $35.1 million and $13.7 million, respectively, which resulted in a reduction in the effective tax rate of 6.6 and 3.7 percentage points in 2024 and 2023, respectively.

This was partially offset by an increase in non-deductible expenses and state and local apportionment adjustments.

The provision for income taxes in 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 $78.5 million and $35.1 million, respectively, which resulted in a reduction in the effective tax rate of 9.9 and 6.6 percentage points in 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 $48.8 million in 2025, compared to $39.5 million in 2024.

The increase in Net Income Attributable to Noncontrolling Interest primarily reflects higher income at both Evercore LP and EWM in 2024.

The increase in Net Income Attributable to Noncontrolling Interest primarily reflects higher income at Evercore LP in 2025.

See Note 16 to our consolidated financial statements for further information.

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Other Revenue, net (1)(2)

86,772 78,281 (25,668) 11 % NM

78,236 86,772 78,281 (10 %) 11 %

Net Revenues 3,767,655 2,898,489 2,355,943 30 % 23 %

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548,304 456,257 393,308 20 % 16 %

Special Charges, Including Business Realignment Costs 7,305 2,921 3,126 150 % (7 %)

Special Charges, Including Business Realignment Costs — 7,305 2,921 NM 150 %

Total Expenses 2,996,713 2,391,490 2,013,678 25 % 19 %

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Income from Equity Method Investments (3)

1,073 620 1,217 73 % (49 %)

6 1,073 620 NM 73 %

Pre-Tax Income $ 770,948 $ 508,072 $ 342,885 52 % 48 %

(1) Includes interest expense on Notes Payable and lines of credit of $16.8 million, $16.7 million and $16.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.

(1) Includes interest expense on Notes Payable, lines of credit and other financing arrangements, including interest expense related to deferred acquisition consideration and mandatorily redeemable interests, all of which total $24.3 million, $16.8 million and $16.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.

(2) Includes a loss of $0.7 million for the year ended December 31, 2024, related to the release of cumulative foreign exchange losses resulting from the redemption of our interest in Luminis.

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Occupancy and Equipment Rental $ 106,309 $ 88,604 $ 82,180 20 % 8 %

Professional Fees 130,397 104,099 103,378 25 % 1 %

Professional Fees (A)

98,531 91,861 69,953 7 % 31 %

Travel and Related Expenses 94,515 78,519 63,798 20 % 23 %

Communications and Information Services 78,555 68,937 60,181 14 % 15 %

Technology and Information Services (A)

141,413 117,091 103,083 21 % 14 %

Depreciation and Amortization 32,098 24,141 23,943 33 % 1 %

Execution, Clearing and Custody Fees 10,654 11,487 10,724 (7 %) 7 %

Acquisition and Transition Costs 9,858 — — NM NM

Other Operating Expenses 54,926 44,554 39,627 23 % 12 %

Total Non-Compensation $ 548,304 $ 456,257 $ 393,308 20 % 16 %

(A) Includes the reclassification of $38.5 million and $34.1 million of technology and related expenses from "Professional Fees" to "Technology and Information Services" in the Investment Banking & Equities segment for the years ended December 31, 2024 and 2023, respectively, to conform to the current presentation.

See Notes 2 and 23 to our consolidated financial statements for further information.

The following table summarizes Evercore statistics for the years ended December 31, 2025, 2024 and 2023.

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Net Revenues were $3.77 billion in 2025, an increase of $869.2 million, or 30%, versus $2.90 billion in 2024 .

The increase in revenues from 2023 was primarily driven by an increase of $476.7 million, or 24%, in Advisory Fees, reflecting an increase in revenue earned from large transactions and an increase in the number of advisory fees earned during 2024 across both M&A and non-M&A assignments.

Underwriting Fees increased $46.1 million, or 41%, compared to 2023, reflecting an increase in the number of transactions we participated in during 2024.

Commissions and Related Revenue increased $11.3 million, or 6%, compared to 2023, primarily reflecting higher trading commissions and subscription fees.

Other Revenue, net, increased $8.5 million, or 11%, compared to 2023, primarily reflecting higher interest income, as well as higher performance of our investment funds portfolio.

The increase in revenues from 2024 was primarily driven by an increase of $826.5 million, or 34%, in Advisory Fees, primarily reflecting an increase in revenue during 2025 across both M&A and non-M&A assignments, an increase in revenue earned from large transactions and an increase in the number of advisory fees earned during 2025.

Commissions and Related Revenue increased $28.6 million, or 13%, compared to 2024, primarily reflecting higher trading commissions driven by increased trading volume and higher subscription fees during 2025.

Underwriting Fees increased $22.6 million, or 14% , compared to 2024, reflecting an increase in the average fee size of the transactions we participated in during 2025.

Other Revenue, net, decreased $8.5 million, or 10%, compared to 2024, primarily reflecting lower performance of our investment funds portfolio and an increase in interest expense related to the issuance of new senior notes in July 2025.

These decreases were partially offset by higher interest income resulting from higher average balances in interest-bearing assets.

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

Employee Compensation and Benefits Expense was $2.45 billion in 2025, an increase of $520.5 million, or 27%, versus $1.93 billion in 2024.

increase in 2025 also reflects compensation resulting from consideration awarded to the sellers as part of the acquisition of Robey Warshaw.

Non-compensation expenses were $548.3 million in 2025, an increase of $92.0 million, or 20%, versus $456.3 million in 2024 .

Non-compensation expenses increased from the prior year, primarily driven by an increase in professional fees and travel and related expenses, largely due to higher levels of business activity and increased headcount, as well as an increase in communications and information services, principally reflecting higher expenses associated with license fees and research services in 2024.

Non-compensation expenses increased from the prior year, 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 6 to our consolidated financial statements for further information.

Special Charges, Including Business Realignment Costs, of $7.3 million in 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 10 to our consolidated financial statements for further information.

Special Charges, Including Business Realignment Costs, of $2.9 million in 2023 related to the write-off of non-recoverable assets in connection with the wind-down of our operations in Mexico.

Income from Equity Method Investments was $0.01 million in 2025, a decrease of $1.1 million versus $1.1 million in 2024, reflecting lower income from Luminis following the redemption of our interest in 2024 and lower earnings from Seneca Evercore during 2025.

See Note 10 to our consolidated financial statements for further information.

For a discussion of 2024 versus 2023, refer to Item 7.

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Pre-Tax Income $ 22,866 $ 25,073 $ 22,905 (9 %) 9 %

(1) Includes gains of $0.6 million and $1.3 million for the years ended December 31, 2024 and 2022, respectively, resulting from the sale of our interests in ABS.

(1) Includes a gain of $0.6 million for the year ended December 31, 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.

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Occupancy and Equipment Rental $ 2,475 $ 2,349 $ 2,149 5 % 9 %

Professional Fees 5,329 4,702 4,910 13 % (4 %)

Professional Fees (A)

4,513 4,344 3,788 4 % 15 %

Travel and Related Expenses 1,097 927 729 18 % 27 %

Communications and Information Services 2,919 2,666 2,461 9 % 8 %

Technology and Information Services (A)

4,809 3,904 3,580 23 % 9 %

Depreciation and Amortization 459 327 405 40 % (19 %)

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Total Operating Expenses $ 16,740 $ 15,081 $ 13,710 11 % 10 %

(A) Includes the reclassification of $1.0 million and $0.9 million of technology and related expenses from "Professional Fees" to "Technology and Information Services" in the Investment Management segment for the years ended December 31, 2024 and 2023, respectively, to conform to the current presentation.

See Notes 2 and 23 to our consolidated financial statements for further information.

Investment Management Results of Operations

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We are also passive investors in Trilantic Capital Partners Associates IV, L.P.

and Trilantic Capital Partners V, L.P.

(through December 2025) and Trilantic Capital Partners V, L.P.

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

As of December 31, 2025, there was no previously distributed carried interest received from the funds subject to repayment.

• We also hold interests in Atalanta Sosnoff and ABS (through July 2024) that are accounted for under the equity method of accounting.

• 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).

The results of these investments are included within Income from Equity Method Investments.

During 2024 and 2022, we sold our interests in ABS.

During 2024, we sold the remaining portion of our interest in ABS.

See Note 10 to our consolidated financial statements for further information.

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

Accordingly, client flows, market movements, and changes in our product mix will impact the level of management fees we receive from our Wealth Management business.

Accordingly, client flows, market movements, and changes in our product mix will impact the level of

management fees we receive from our Wealth Management business.

Fees vary with the type of assets managed and the channel in which they are managed, with higher fees earned on equity assets and alternative investment funds, such as hedge funds and private equity funds, and lower fees earned on fixed income and cash management products.

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Balance at December 31, 2023 $ 12,272

Inflows 1,241

Outflows (1,043)

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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.

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.

In 2024, AUM for Wealth Management increased 13% , reflecting an 11% increase due to market appreciation and a 2% increase due to flows .

Performance for 2024 reflected:

In 2025, AUM for Wealth Management increased 12% , reflecting a 10% increase from market appreciation and a 2% increase from net inflows .

Performance as of December 31, 2025 reflected:

• Wealth Management lagged the S&P 500 on a 1 and 3-year basis by approximately 7% and 5%, respectively

• Wealth Management outperformed the fixed income composite on a 1 and 3-year basis by approximately 1% and 0.5%, respectively

• The S&P 500 was up approximately 25% and the fixed income composite was down approximately 0.2%

In 2023, AUM for Wealth Management increased 16% , primarily reflecting an increase due to market appreciation.

Performance for 2023 reflected:

• Wealth Management outperformed the S&P 500 on a 1-year basis by approximately 2% and lagged the S&P 500 on a 3-year basis by approximately 1%

◦ The S&P 500 was up approximately 18% and 23% on a 1 and 3-year basis, respectively

• Wealth Management lagged the fixed income composite on a 1-year basis by approximately 0.5% and outperformed the fixed income composite on a 3-year basis by approximately 0.3%

• The S&P 500 and fixed income composite were up approximately 26% and 4%, respectively, compared to the prior year

AUM from our unconsolidated affiliates decreased 41% compared to December 31, 2023, reflecting the sale of our remaining interest in ABS during 2024.

This decrease was partially offset by an increase in Atalanta Sosnoff, which increased 14% compared to December 31, 2023.

◦ The fixed income composite was up approximately 5% and 3% on a 1 and 3-year basis, respectively

In 2024, AUM for Wealth Management increased 13% , reflecting an 11% increase due to market appreciation and a 2% increase due to net inflows .

Performance as of December 31, 2024 reflected:

• Wealth Management lagged the S&P 500 on a 1 and 3-year basis by approximately 11% and 5%, respectively

◦ The S&P 500 was up approximately 25% and 9% on a 1 and 3-year basis, respectively

• Wealth Management outperformed the fixed income composite on a 1 and 3-year basis by approximately 1% and 0.5%, respectively

◦ The fixed income composite was down approximately 0.2% and 0.5% on a 1 and 3-year basis, respectively

AUM from our unconsolidated affiliate, Atalanta Sosnoff, increased 12% compared to December 31, 2024.

2025 versus 2024

Net Revenues were $88.2 million in 2025, an increase of $7.1 million, or 9%, versus $81.1 million in 2024.

Asset Management and Administration Fees earned from the management of Wealth Management client portfolios increased $12.5 million, or 19%, from 2023, as associated AUM increased 13%, primarily from market appreciation.

Employee Compensation and Benefits Expense was $46.1 million in 2024, an increase of $6.7 million, or 17%, versus $39.4 million in 2023, primarily reflecting a higher accrual for incentive compensation.

Non-Compensation expenses were $15.1 million in 2024, an increase of $1.4 million, or 10%, versus $13.7 million in 2023, primarily driven by an increase in professional fees and communications and information services, as well as an increase in travel and related expenses in 2024.

Income from Equity Method Investments decreased $0.9 million, or 15%, from 2023, driven by the sale of the remaining portion of our interest in ABS in 2024.

Asset Management and Administration Fees earned from the management of Wealth Management client portfolios increased $7.8 million, or 10%, compared to 2024, as associated AUM increased 12%, primarily from market appreciation as well as net inflows.

Employee Compensation and Benefits Expense was $52.4 million in 2025, an increase of $6.3 million, or 14%, versus $46.1 million in 2024, primarily reflecting higher base salaries and a higher accrual for incentive compensation, resulting from higher headcount.

Non-Compensation expenses were $16.7 million in 2025, an increase of $1.7 million, or 11%, versus $15.1 million in 2024, primarily driven by an increase in technology and information services and travel and related expenses.

Income from Equity Method Investments was $3.9 million in 2025, a decrease of $1.3 million, or 25%, versus $5.2 million in 2024, primarily reflecting the sale of the remaining portion of our interest in ABS in 2024.

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

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"Management's Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations" in our Form 10-K for the year ended December 31, 2024.

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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End of Period $ 1,436,140 $ 882,107 $ 605,484

Cash, Cash Equivalents and Restricted Cash were $1.4 billion at December 31, 2025, an increase of $554.0 million versus Cash, Cash Equivalents and Restricted Cash of $882.1 million at December 31, 2024.

Operating activities resulted in a net inflow of $1.3 billion, primarily related to earnings.

Cash of $98.3 million was used by investing activities, primarily related to purchases of furniture, equipment and leasehold improvements and net purchases of investment securities, partially offset by net proceeds from maturities of certificates of deposit and net cash acquired from the acquisition of Robey Warshaw.

See Note 5 to our consolidated financial statements for further information.

Financing activities during the period used cash of $635.6 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 1.97% Series I senior notes which were due August 1, 2025 (the "Series I Notes" or the "2021 Private Placement Notes") and distributions made to noncontrolling interest holders, partially offset by the $250.0 million issuance of our $125.0 million aggregate principal amount of our 5.17% Series K senior notes due July 24, 2030 (the "Series K Notes") and $125.0 million aggregate principal amount of our 5.47% Series L senior notes due July 24, 2032 (the "Series L Notes" and together with the Series K Notes, the "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.

Cash, Cash Equivalents and Restricted Cash were $882.1 million at December 31, 2024, an increase of $276.6 million versus Cash, Cash Equivalents and Restricted Cash of $605.5 million at December 31, 2023.

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currencies to U.S.

Cash, Cash Equivalents and Restricted Cash were $605.5 million at December 31, 2023, a decrease of $66.6 million versus Cash, Cash Equivalents and Restricted Cash of $672.1 million at December 31, 2022.

Operating activities resulted in a net inflow of $458.0 million, primarily related to earnings, partially offset by the payment of 2022 bonus awards and deferred cash compensation, which contributed to a decrease to Accrued Compensation and Benefits on our Consolidated Statements of Financial Condition as of December 31, 2023.

Cash of $15.6 million was provided by investing activities, primarily related to net proceeds from maturities of certificates of deposit, partially offset by net purchases of investment securities and equipment and leasehold improvements.

Financing activities during the period used cash of $557.2 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.

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

currencies to U.S.

For a discussion of 2023, refer to Item 7.

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Liquidity and Capital Resources

Our current assets principally include Cash and Cash Equivalents, Investment Securities and Certificates of Deposit, Accounts Receivable and contract assets, included in Other Current Assets, relating to revenues from our Investment Banking

& Equities and Investment Management segments.

Our current liabilities principally include accrued expenses, accrued liabilities, accrued employee compensation and short-term borrowings.

We traditionally have made payments for employee bonus awards and year-end distributions to partners in the first quarter of the year with respect to the prior year's results.

In addition, payments in respect of deferred cash compensation arrangements and related investments are also made in the first quarter.

In addition, payments in respect of deferred cash compensation arrangements and related investments are also made in the first

From time to time, advances and/or commitments may also be granted to new employees at or near the date they begin employment, or to existing employees for the purpose of incentive or retention.

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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.

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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In addition, revenue related to our equities business is driven by market volumes and institutional investor trends, such as the trend to passive investment strategies.

During periods of unfavorable market or economic conditions - which may result from the current or anticipated impact of inflation, changes in the level of interest rates, changes in the availability of financing, supply chain disruptions, an evolving regulatory environment, climate change, extreme weather events or natural disasters, the emergence or continuation of widespread health emergencies or pandemics, cyberattacks or campaigns, military conflict, including escalating international tensions, terrorism or other geopolitical events - the number and value of M&A transactions, as well as market volumes in equities, generally decrease, and they generally increase during periods of favorable market or economic conditions.

During periods of unfavorable market or economic conditions - which may result from the current or anticipated impact of tariffs and inflation, changes in the level of interest rates, changes in the availability of financing, supply chain disruptions, an evolving regulatory environment, climate change, extreme weather events or natural disasters, the emergence or continuation of widespread health emergencies or pandemics, cyberattacks or campaigns, military conflict, including escalating international tensions, terrorism or other geopolitical events - the number and value of M&A transactions, as well as issuance volumes in capital markets, generally decrease, and they generally increase during periods of favorable market or economic conditions.

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

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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.

Likewise, our liquidity may be adversely impacted by our contractual obligations, including lease obligations.

Likewise, our liquidity may be adversely impacted by our contractual obligations, including lease obligations and obligations to pay principal and interest on our Notes Payable.

Reduced equity valuations resulting from future adverse economic events and/or market conditions may impact our performance and may result in future net redemptions of AUM from our Investment Management clients, which would generally result in lower revenues and cash flows.

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.

Elevated interest rates and heightened geopolitical tensions, including escalating military tensions and evolving regulatory and banking environments, have contributed to an elongation of the timing of transaction closings in 2024.

While the environment is gradually improving, we will continue to assess the potential ongoing impacts of these factors, including the regular monitoring of our cash levels, liquidity, regulatory capital requirements, debt covenants and our other contractual obligations.

Geopolitical and macroeconomic uncertainty remain present and have led to market volatility.

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

We will continue to assess the potential ongoing impacts of these factors, including the regular monitoring of our cash levels, liquidity, regulatory capital requirements, debt covenants and our other contractual obligations.

See "Results of Operations" above for further information.

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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 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.

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The aggregate 2,398,458 Class A Shares repurchased during 2025 were acquired for aggregate purchase consideration of $660.6 million, at an average cost per share of $275.42.

Noncontrolling Interest Purchases

During 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 Consolidated Statement of Financial Condition as of December 31, 2024.

During 2023, we purchased, at fair value, an additional 0.7% of the EWM Class A Units for $2.0 million.

This purchase resulted in a decrease to Noncontrolling Interest of $0.2 million and a decrease to Additional Paid-In Capital of $1.8 million on our Consolidated Statement of Financial Condition as of December 31, 2023.

During 2022, we purchased, at fair value, an additional 0.9% of the EWM Class A Units for $3.2 million.

This purchase resulted in a decrease to Noncontrolling Interest of $0.2 million and a decrease to Additional Paid-In Capital of $3.0 million on our Consolidated Statement of Financial Condition as of December 31, 2022.

On December 31, 2021, we purchased, at fair value, all of the outstanding Class R Interests of Private Capital Advisory L.P.

from employees of the RECA business.

See Note 16 to our consolidated financial statements for further information.

Private Placement Notes

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

$38.0 million aggregate principal amount of our 4.88% Series A senior notes which were due March 30, 2021 (the "Series A Notes"), $67.0 million aggregate principal amount of our Series B Notes which were originally due March 30, 2023, $48.0 million aggregate principal amount of our 5.48% Series C senior notes due March 30, 2026 (the "Series C Notes") and $17.0 million aggregate principal amount of our 5.58% Series D senior notes due March 30, 2028 (the "Series D Notes" and together with the Series A Notes, the Series B Notes and the Series C Notes, the "2016 Private Placement Notes"), pursuant to the 2016 Note Purchase Agreement dated as of

March 30, 2016 (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.

In March 2021, we repaid the $38.0 million aggregate principal amount of our Series A Notes.

On June 28, 2022, we prepaid the $67.0 million aggregate principal amount of our Series B Notes plus the applicable make-whole amount.

In conjunction with the June 2022 prepayment and the acceleration of the remaining debt issuance costs, we recorded a loss of $0.5 million for the year ended December 31, 2022, included within Special Charges, Including Business Realignment Costs, on our Consolidated Statement of Operations.

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 senior notes which were due and repaid on March 30, 2021 (the "Series A Notes"), $67.0 million aggregate principal amount of our 5.23% Series B senior notes which were originally due March 30, 2023 and prepaid on June 28, 2022 (the "Series B Notes"), $48.0 million aggregate principal amount of our 5.48% Series C senior notes due March 30, 2026 (the "Series C Notes") and $17.0 million aggregate principal amount of our 5.58% Series D senior notes due March 30, 2028 (the "Series D Notes" and together with the Series A Notes, the Series B Notes and the Series C Notes, the "2016 Private Placement Notes"), pursuant to a note purchase agreement dated as of March 30, 2016 (the "2016 Note Purchase Agreement") and 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 reflect a weighted average life of 12 years and a weighted average stated interest rate of 4.26%.

These notes include:

$75.0 million aggregate principal amount of our 4.34% Series E senior notes due August 1, 2029 (the "Series E Notes"), $60.0 million aggregate principal amount of our 4.44% Series F senior notes due August 1, 2031 (the "Series F Notes"), $40.0 million aggregate principal amount of our 4.54% Series G senior notes due August 1, 2033 (the "Series G Notes") and £25.0 million aggregate principal amount of our 3.33% Series H senior notes due August 1, 2033 (the "Series H Notes" and together with the Series E Notes, the Series F Notes and the Series G Notes, the "2019 Private Placement Notes"), each of which were issued pursuant to the 2019 Note Purchase Agreement dated as of August 1, 2019 (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, 2021, we issued $38.0 million aggregate principal amount of our 1.97% Series I senior notes due August 1, 2025 (the "Series I Notes" or the "2021 Private Placement Notes"), pursuant to a note purchase agreement (the "2021 Note Purchase Agreement") dated as of March 29, 2021, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.

On June 28, 2022, we issued $67.0 million aggregate principal amount of our 4.61% Series J senior notes due November 15, 2028 (the "Series J Notes" or the "2022 Private Placement Notes"), pursuant to a note purchase agreement (the "2022 Note Purchase Agreement") dated as of June 28, 2022, 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 senior notes due August 1, 2029 (the "Series E Notes"), $60.0 million aggregate principal amount of our 4.44% Series F senior notes due August 1, 2031 (the "Series F Notes"), $40.0 million aggregate principal amount of our 4.54% Series G senior notes due August 1, 2033 (the "Series G Notes") and £25.0 million aggregate principal amount of our 3.33% Series H senior notes due August 1, 2033 (the "Series H Notes" and together with the Series E Notes, the Series F Notes and the Series G Notes, the "2019 Private Placement Notes"), each of which were issued pursuant to a note purchase agreement dated as of August 1, 2019 (the "2019 Note Purchase Agreement") and 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 a note purchase agreement dated as of March 29, 2021 (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 senior notes due November 15, 2028 (the "Series J Notes" or the "2022 Private Placement Notes"), pursuant to a note purchase agreement dated as of June 28, 2022 (the "2022 Note Purchase Agreement") and 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:

$125.0 million aggregate principal amount of our 5.17% Series K Notes and $125.0 million aggregate principal amount of our 5.47% Series L Notes, pursuant to a note purchase agreement dated as of July 10, 2025 (the "2025 Note Purchase Agreement"), among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.

We intend to use a portion of the net proceeds from the issuance and sale of the 2025 Private Placement Notes to repay certain maturing notes issued under prior note purchase agreements.

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

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.

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 December 31, 2025, we were in compliance with all of these covenants.

Lines of Credit

Evercore Partners Services East L.L.C.

("East") previously held $30.0 million secured and $55.0 million unsecured revolving credit facilities with PNC Bank, National Association ("PNC"), which matured on October 27, 2024.

On October 28, 2024, upon maturity of our $30.0 million secured and $55.0 million unsecured credit facilities with PNC, we established a new revolving credit facility with PNC in an aggregate principal amount of up to $85.0 million (the "PNC Facility") to be used for working capital and other corporate activities.

On July 10, 2025, we amended our $85.0 million revolving credit facility Evercore Partners Services East L.L.C.

("East") held with PNC Bank, National Association ("PNC") such that the aggregate principal amount was increased to up to $225.0 million (the "PNC Facility") to be used for working capital and other corporate activities.

The facility is unsecured.

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We and our consolidated subsidiaries were in compliance with these covenants as of December 31, 2025.

Drawings under this facility bear interest at Daily SOFR plus 145 basis points and the maturity date is October 27, 2025.

Drawings for this facility 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 December 31, 2025.

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This facility is unsecured and is guaranteed by Evercore LP and other affiliates, pursuant to a guaranty agreement, which provides for certain reporting requirements and debt covenants consistent with the PNC Facility.

The interest rate provisions are Daily

SOFR plus 145 basis points and the maturity date is October 28, 2026.

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 December 31, 2025.

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For further information see Note 20 to our consolidated financial statements.

We had total commitments (not reflected on our Consolidated Statements of Financial Condition) relating to future capital contributions to private equity funds of $2.6 million as of December 31, 2024 and 2023.

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 had total commitments (not reflected on our Consolidated Statements of Financial Condition) relating to future capital contributions to private equity funds of $2.5 million and $2.6 million as of December 31, 2025 and 2024, respectively.

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.

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

We entered into commitments to pay additional consideration, including contingent consideration and certain other contingent compensation arrangements, related to our acquisition of Robey Warshaw in 2025.

See Notes 5 and 18 to our consolidated financial statements for further information.

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 consolidated financial statements.

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

Our Consolidated Statement of Financial Condition as of December 31, 2024 included $873.0 million of Cash and Cash Equivalents and $1.52 billion of Investment Securities and Certificates of Deposit, which are generally comprised of highly-liquid investments.

Our Consolidated Statement of Financial Condition as of December 31, 2025 included $1.43 billion of Cash and Cash Equivalents and $1.58 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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Historically, the value of these foreign currencies has fluctuated relative to the U.S.

For the year ended December 31, 2024, the net impact of the fluctuation of foreign currencies recorded in Other Comprehensive Income (Loss) within the Consolidated Statement of Comprehensive Income was a loss of $11.0 million, net of tax.

Foreign Currency Translation Adjustment Gain (Loss), net, within the Consolidated Statement of Comprehensive Income for the year ended December 31, 2024 also included the reclassification of $0.7 million of cumulative foreign currency translation losses to Other Revenue, Including Interest and Investments, on the Consolidated Statement of Operations for the year ended December 31, 2024.

For the year ended

December 31, 2025, the net impact of the fluctuation of foreign currencies recorded in Other Comprehensive Income (Loss) within the Consolidated Statement of Comprehensive Income was a gain of $24.9 million, net of tax.

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 first quarter of 2023 to buy 30.0 million British Pounds sterling for $36.9 million, which settled during the third quarter of 2023, and resulted in a loss of $0.3 million.

Upon settlement, we entered into a new foreign currency exchange forward contract to buy 30.0 million British Pounds sterling for $36.7 million, which settled during 2024, and resulted in a loss of $0.3 million for the year ended December 31, 2024.

The contract was recorded at its fair value of $1.6 million as of December 31, 2023, and was included within Other Current Assets on our Consolidated Statement of Financial Condition.

During 2025, we entered into foreign currency exchange forward contracts to buy 200.0 million British Pounds sterling for $270.6 million and to sell 71.3 million British Pounds sterling for $96.4 million, both of which settled in 2025.

We recorded a net loss on these contracts of $1.1 million for the year ended December 31, 2025, which is included within Other Revenue, Including Interest and Investments, on our Consolidated Statement of Operations.

During the first quarter of 2023, we entered into a foreign currency exchange forward contract to buy 30.0 million British Pounds sterling for $36.9 million, which settled during the third quarter of 2023, and resulted in a loss of $0.3 million for the year ended December 31, 2023, which is included within Other Revenue, Including Interest and Investments, on our Consolidated Statement of Operations.

Upon settlement, we entered into a foreign currency exchange forward contract to buy 30.0 million British Pounds sterling for $36.7 million, which settled during 2024, and resulted in a loss of $0.3 million for the year ended December 31, 2024, which is included within Other Revenue, Including Interest and Investments, on our Consolidated Statement of Operations.

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

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Accounts Receivable consists primarily of advisory fees and expense reimbursements billed to our clients.

Other Assets includes long-term receivables primarily from fees related to private funds capital raising and certain fees related to the private capital businesses.

Other Assets includes long-term receivables primarily from certain fees related to private funds capital raising and the private capital businesses.

Receivables are reported net of any allowance for credit losses.

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The consolidated financial statements included in this report are prepared in conformity with U.S.

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.

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.

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In some circumstances, and as a function of the terms of an engagement letter, we may receive fixed retainer fees for financial advisory services concurrent with, or soon after, the execution of the engagement letter or over the course of the engagement, where the engagement letter will specify a future service period associated with those fees.

may also receive announcement fees upon announcement of a transaction in addition to success fees upon closing of a transaction or another defined outcome, both of which represent variable consideration.

We may also receive announcement fees upon announcement of a transaction in addition to success fees upon closing of a transaction or another defined outcome, both of which represent variable consideration.

This variable consideration will be included in the transaction price, as defined, and recognized as revenue to the extent that it is probable that a significant reversal of revenue will not occur.

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In the event we were to receive an opinion or success fee in advance of the completion conditions noted above, such fee would initially be recorded as deferred revenue (a contract liability) in Other Current Liabilities on the Consolidated Statements of Financial Condition and subsequently recognized in Advisory Fees on the Consolidated Statements of Operations when the conditions of completion have been satisfied.

Placement fee revenues are attributable to capital raising on both corporations and financial sponsors.

Placement fee revenues are attributable to capital raising for both corporations and financial sponsors.

We recognize placement fees in accordance with the terms of the engagement letter, which are generally contingent on the achievement of a capital commitment by an investor, at the time of the client's acceptance of capital or capital commitments.

Underwriting fees are attributable to public and private offerings of equity and debt securities and are recognized at the point in time when the offering has been deemed to be completed by the lead manager of the underwriting group, or in the case of certain ongoing issuances when the sale of the securities has settled.

When the offering is completed, the performance obligation has been satisfied and we recognize the applicable management fee, selling concession, sales agent commission or placement agent fee.

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Level 1 investments include U.S.

Treasury securities, readily-marketable equity

securities and investment funds.

Treasury securities, readily-marketable equity securities and investment funds.

Level 2 investments include our foreign currency exchange forward contracts.

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We have not elected to apply the fair value option to any specific financial assets or liabilities.

As of December 31, 2025, Level 3 financial liabilities include the contingent consideration liability issued in the acquisition of Robey Warshaw.

As of December 31, 2024, we had no Level 3 financial liabilities carried at fair value.

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

Investment Securities and Futures and Forward Contracts

Investment Securities may include investments in U.S.

Treasury securities, other debt securities and investments in readily-marketable equity securities, including our portfolio of exchange-traded funds, which are accounted for under ASC 320-10, " Investments - Debt Securities" and ASC 321-10, "Investments - Equity Securities." These securities are carried at fair value on the Consolidated Statements of Financial Condition;

value on the Consolidated Statements of Financial Condition;

debt securities are valued based on quoted prices that exist in the marketplace for similar issues and equity securities are valued using quoted market prices on applicable exchanges or markets.

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Recently Issued Accounting Standards

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

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

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 7. Management’s Discussion and Analysis