What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-20 compared with 2025-02-21 · 482 added, 320 removed, 1481 unchanged (35% of the section changed)

34 unchanged sentences

Critical Audit Matter Description

The Company recognizes advisory fee revenue that includes success fees for advisory services as performance obligations are satisfied as these advisory services are provided to the Company’s clients.

However, the recognition of success fees, which are included in investment banking & equities advisory fee revenue, is generally constrained until it is probable that a significant

reversal of the applicable revenue will not occur in a future period.

The Company recognizes advisory fee revenue, including success fees, as performance obligations are satisfied through the delivery of services to the Company’s clients.

However, the recognition of success fees, which are included in investment banking & equities advisory fee revenue, is generally constrained until it is probable that a significant reversal of the applicable

revenue will not occur in a future period.

In certain instances, success fees may meet the criteria for recognition during a given reporting period although the transaction closed subsequent to the reporting period end.

The Company applies judgment to the remaining factors necessary for completion of a transaction, including factors outside of the Company’s control, to determine whether it is probable a significant reversal of the success fee revenue will not occur.

A transaction can fail to be completed for many reasons, which are outside of the Company’s control, including but not limited to, failure of parties to agree upon final terms with the counterparty, securing necessary board or shareholder approvals, securing necessary financing, achieving necessary regulatory approvals, or due to adverse market conditions.

Given the considerations to determine whether it is probable a significant reversal of success fee revenue will not occur at year end, performing audit procedures to evaluate such considerations involved a high degree of auditor judgement.

The Company applies judgment in assessing whether revenue can be recognized for success fees, including consideration of factors outside of its control, to determine whether it is probable a significant reversal of the success fee revenue will not occur.

A transaction can fail to be completed for reasons l, including but not limited to, a parties’ inability to agree on final terms, failure to obtain necessary board or shareholder approvals, inability to secure necessary financing, failure to obtain necessary regulatory approvals, or adverse market conditions.

We identified the recognition of success fees at year end as a critical audit matter because auditor judgment is required to determine if all the conditions to recognize revenue have been met prior to close of the transaction.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the timing of recording success fee revenue for investment banking & equities advisory services at year end included the following, among others:

• We tested the effectiveness of controls over recognizing success fees for advisory services, including those over the timing of revenue recognition.

• We tested the effectiveness of the control activities related to the evaluation of whether success fees can be recognized as revenue, including those related to the timing of revenue recognition.

• We selected a sample of contracts with clients for which revenue was recognized prior to December 31, 2025 as well as the period subsequent to year end and performed the following:

– Evaluated whether the Company appropriately identified performance obligations and recognized revenue in the correct period by obtaining and evaluating evidence, including, but not limited to, inquiry with management, transaction close documents, press releases, confirmations, court approvals, executed agreements and communications, regarding the extent of uncertainty associated with variable consideration.

– Evaluated the accuracy of management’s calculation of advisory fee revenue by recalculating the revenue amounts and comparing our expectation to management’s calculation.

– Evaluated whether it was probable that a significant reversal of the applicable revenue would not occur.

21 unchanged sentences

Goodwill 230,783 124,452

Intangible Assets (net of accumulated amortization of $ 3,727 at December 31, 2025)

Other Assets 277,508 174,223

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Amounts Due Pursuant to Tax Receivable Agreements 59,579 52,968

Deferred Tax Liabilities 4,652 —

Other Long-term Liabilities 142,145 119,281

4 unchanged sentences

Class A, par value $ 0.01 per share ( 1,000,000,000 shares authorized, 87,572,820 and 84,767,922 issued at December 31, 2025 and 2024, respectively, and 38,522,790 and 38,116,350 outstanding at December 31, 2025 and 2024, respectively)

Class B, par value $ 0.01 per share ( 1,000,000 shares authorized, 45 and 46 issued and outstanding at December 31, 2024 and 2023, respectively)

Class B, par value $ 0.01 per share ( 1,000,000 shares authorized, 45 issued and outstanding at both December 31, 2025 and 2024)

Additional Paid-In Capital 4,024,496 3,510,356

26 unchanged sentences

Professional Fees (1)

103,044 96,205 73,741

Travel and Related Expenses 95,612 79,446 64,527

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

Technology and Information Services (1)

146,222 120,995 106,663

Depreciation and Amortization 32,557 24,468 24,348

1 unchanged sentence

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

Acquisition and Transition Costs 9,858 — —

Other Operating Expenses 56,468 46,060 41,135

17 unchanged sentences

Diluted $ 14.05 $ 9.08 $ 6.37

(1) Certain balances in prior periods were reclassified to conform to the current presentation.

See Note 2 for further information.

See Notes to Consolidated Financial Statements.

22 unchanged sentences

Net Income — — — — 255,479 — — 29,744 285,223

Other Comprehensive Income (Loss) — — — ( 15,856 ) — — — ( 1,612 ) ( 17,468 )

Other Comprehensive Income — — — 1,404 — — — 112 1,516

Treasury Stock Purchases — — — — — ( 3,001,283 ) ( 387,286 ) — ( 387,286 )

5 unchanged sentences

Net Income — — — — 378,279 — — 39,458 417,737

Other Comprehensive Income — — — 1,404 — — — 112 1,516

Other Comprehensive Income (Loss) — — — ( 9,519 ) — — — ( 826 ) ( 10,345 )

Treasury Stock Purchases — — — — — ( 2,311,176 ) ( 448,221 ) — ( 448,221 )

5 unchanged sentences

Net Income — — — — 591,922 — — 48,785 640,707

Other Comprehensive Income (Loss) — — — ( 9,519 ) — — — ( 826 ) ( 10,345 )

Other Comprehensive Income — — — 22,929 — — — 1,871 24,800

Treasury Stock Purchases — — — — — ( 2,398,458 ) ( 661,059 ) — ( 661,059 )

1 unchanged sentence

Equity-based Compensation Awards 2,163,870 21 366,339 — — — — 74,049 440,409

Shares Issued as Consideration for Acquisitions 275,219 3 95,863 — — — — — 95,866

Dividends — — — — ( 144,026 ) — — — ( 144,026 )

9 unchanged sentences

Net Income $ 640,707 $ 417,737 $ 285,223

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:

Adjustments to Reconcile Net Income to Net Cash Provided by (Used In) Operating Activities:

Net (Gains) Losses on Investments, Investment Securities and Contingent Consideration ( 24,082 ) ( 33,682 ) ( 34,671 )

26 unchanged sentences

Purchase of Certificates of Deposit ( 177,348 ) ( 185,420 ) ( 107,733 )

Cash Acquired for Acquisitions, net of Cash Paid 12,160 — —

Purchase of Furniture, Equipment and Leasehold Improvements ( 74,002 ) ( 30,101 ) ( 20,048 )

6 unchanged sentences

Issuance of Notes Payable 250,000 — —

Debt Issuance Costs and Make-Whole Amount — — ( 1,826 )

Debt Issuance Costs ( 662 ) — —

Purchase of Treasury Stock and Noncontrolling Interests ( 661,780 ) ( 450,530 ) ( 391,964 )

10 unchanged sentences

Redemption of Luminis Interest $ — $ 7,305 $ —

Settlement of Sale of Trilantic VI $ — $ — $ 9,188

Settlement of Contingent Consideration $ — $ — $ 1,083

Contingent Consideration Accrued $ 24,521 $ — $ —

Shares Issued as Consideration for Acquisitions $ 95,767 $ — $ —

Deferred Purchase Price Payable in Shares or Cash for Acquisitions $ 94,893 $ — $ —

Assets Acquired in Acquisitions $ 27,906 $ — $ —

Liabilities Assumed in Acquisitions $ 27,906 $ — $ —

See Notes to Consolidated Financial Statements.

10 unchanged sentences

The Investment Banking & Equities segment also includes the equities business through which the Company offers macroeconomic, policy and fundamental equity research and agency-based equity securities trading for institutional investors.

Interests in Seneca Advisors LTDA ("Seneca Evercore") and Luminis Partners ("Luminis", through September 2024), which are accounted for under the equity method of accounting, are also reflected in the Investment Banking & Equities segment.

The Company's interest in Seneca Advisors LTDA ("Seneca Evercore"), which is accounted for under the equity method of accounting, and the Company's former interest in Luminis Partners ("Luminis", through September 2024), are also reflected in the Investment Banking & Equities segment.

In 2025, the Company acquired Robey Warshaw, an independent advisory firm headquartered in the United Kingdom.

The Investment Management segment includes the wealth management business through which the Company provides investment advisory, wealth management and fiduciary services for high-net-worth individuals and associated entities, and the private equity business, which holds interests in private equity funds which are not managed by the Company.

The Investment Management segment also includes interests in Atalanta Sosnoff Capital, LLC ("Atalanta Sosnoff") and ABS Investment Management Holdings LP and ABS Investment Management GP LLC (collectively, "ABS", through July 2024), which are accounted for under the equity method of accounting.

The Investment Management segment also includes an interest in Atalanta Sosnoff Capital, LLC ("Atalanta Sosnoff"), which is accounted for under the equity method of accounting, and the Company's former interest in ABS Investment Management Holdings LP and ABS Investment Management GP LLC (collectively, "ABS", through July 2024).

Note 2 – Significant Accounting Policies

1 unchanged sentence

The consolidated financial statements of the Company are comprised of the consolidation of Evercore LP and Evercore LP's wholly-owned and majority-owned direct and indirect subsidiaries, including Evercore Group L.L.C.

("EGL"), a registered broker-dealer in the U.S.

("EGL"), a registered broker-dealer in the U.S., and Evercore Partners International LLP ("Evercore U.K."), an investment firm in the U.K.

The Company's policy is to consolidate all subsidiaries in which it has a controlling financial interest, as well as any variable interest entities ("VIEs") where the Company is deemed to be the primary beneficiary, when it has the power to make the decisions that most significantly affect the economic performance of the VIE and has the obligation to absorb significant losses or the right to receive benefits that could potentially be significant to the VIE.

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corporate taxes and related items, which are presented on the Company's (Parent Company Only) Condensed Statements of Financial Condition in Note 24.

Evercore ISI International Limited ("Evercore ISI U.K."), Evercore Partners International LLP ("Evercore U.K."), Evercore (Japan) Ltd.

Evercore ISI International Limited ("Evercore ISI U.K."), Evercore U.K., Evercore (Japan) Ltd.

("Evercore Japan"), Evercore Consulting (Beijing) Co.

("Evercore Beijing"), Evercore Partners Canada Ltd.

("Evercore Canada") and Evercore Asia Limited ("Evercore Hong Kong") are also VIEs, and the Company is the primary beneficiary of these VIEs.

Specifically for Evercore ISI U.K., Evercore Japan, Evercore Beijing, Evercore Canada and Evercore Hong Kong, the Company provides financial support through transfer pricing agreements with these entities, which exposes the Company to losses that are potentially significant to these entities, and has decision making authority that significantly affects the economic performance of these entities.

The Company has the majority economic interest in Evercore U.K.

and has decision making authority that significantly affects the economic performance of this entity.

("Evercore Canada"), Evercore Asia Limited ("Evercore Hong Kong"), Evercore Asia (Singapore) Pte.

("Evercore Singapore") and PT Evercore Advisory Indonesia ("Evercore Indonesia") are also VIEs, and the Company is the primary beneficiary of these VIEs.

Specifically for Evercore ISI U.K., Evercore Japan, Evercore Beijing, Evercore Canada, Evercore Hong Kong, Evercore Singapore (as of January 1, 2025 for Evercore Singapore) and Evercore Indonesia (as of June 1, 2025 for Evercore Indonesia), the Company

EVERCORE INC.

1 unchanged sentence

(amounts in thousands, except per share amounts, unless otherwise noted)

included in its Consolidated Statements of Financial Condition Evercore ISI U.K., Evercore U.K., Evercore Japan, Evercore Beijing, Evercore Canada and Evercore Hong Kong assets of $ 581,814 and liabilities of $ 246,321 at December 31, 2024 and assets of $ 466,588 and liabilities of $ 224,263 at December 31, 2023.

provides financial support through transfer pricing agreements with these entities, which exposes the Company to losses that are potentially significant to these entities, and has decision making authority that significantly affects the economic performance of these entities.

The Company has the majority economic interest in Evercore U.K.

and has decision making authority that significantly affects the economic performance of this entity.

The Company included in its Consolidated Statements of Financial Condition Evercore ISI U.K., Evercore U.K., Evercore Japan, Evercore Beijing, Evercore Canada, Evercore Hong Kong, Evercore Singapore and Evercore Indonesia assets of $ 1,269,753 and liabilities of $ 485,879 at December 31, 2025 and Evercore ISI U.K., Evercore U.K., Evercore Japan, Evercore Beijing, Evercore Canada and Evercore Hong Kong assets of $ 581,814 and liabilities of $ 246,321 at December 31, 2024.

All intercompany balances and transactions with the Company's subsidiaries have been eliminated upon consolidation.

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Class K LP Units – The Company periodically awards unvested Class K-P Units of Evercore LP ("Class K-P Units").

The Class K-P Units convert into Class K limited partnership units of Evercore LP ("Class K LP Units"), contingent and based upon the achievement of certain market, performance and continued service conditions.

The Class K LP Units are ultimately exchangeable on a one -for-one basis for Class A Shares.

9 unchanged sentences

The Company applies this model to revenue streams from its Investment Banking & Equities and Investment Management segments.

Investment Banking & Equities Revenue – The Company earns fees from clients for providing advisory services on strategic matters, including mergers, acquisitions, divestitures, leveraged buyouts, liability management and restructurings, activism and defense and similar corporate finance matters.

The Company's Investment Banking & Equities segment also includes services related to securities underwriting, private placement services and commissions for agency-based equity trading services and equity research.

Revenue is recognized as the Company satisfies performance obligations, upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in

EVERCORE INC.

1 unchanged sentence

(amounts in thousands, except per share amounts, unless otherwise noted)

exchange for these services.

The Company’s contracts with customers may include promises to transfer multiple services to a customer.

23 unchanged sentences

In the event the Company was 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.

The Company recognizes 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 – 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 the Company recognizes the applicable

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

The Company recognizes placement fees in accordance with the terms of the engagement letter, which are generally contingent on the

EVERCORE INC.

1 unchanged sentence

(amounts in thousands, except per share amounts, unless otherwise noted)

management fee, selling concession, sales agent commission or placement agent fee.

achievement of a capital commitment by an investor, at the time of the client's acceptance of capital or capital commitments.

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

Offering expenses are presented gross in the Consolidated Statements of Operations.

22 unchanged sentences

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

• Gains on the sale of the Company's interests in ABS in 2024 and 2022.

See Note 10 for further information

• A loss related to the release of cumulative foreign exchange losses resulting from the redemption of the Company's interest in Luminis in 2024.

See Note 10 for further information

EVERCORE INC.

1 unchanged sentence

(amounts in thousands, except per share amounts, unless otherwise noted)

• A gain on the sale of the remaining portion of the Company's interest in ABS in 2024.

See Note 10 for further information

• A loss related to the release of cumulative foreign exchange losses resulting from the redemption of the Company's interest in Luminis in 2024.

See Note 10 for further information

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

1 unchanged sentence

• Adjustments to amounts due pursuant to the Company's tax receivable agreement, subsequent to its initial establishment, related to changes in enacted tax rates

Interest Expense includes interest expense associated with the Company’s Notes Payable and lines of credit.

Interest Expense includes interest expense associated with the Company’s Notes Payable, lines of credit and other financing arrangements, including interest expense related to deferred acquisition consideration and mandatorily redeemable interests.

Client Expense Reimbursement – In the conduct of its financial advisory service engagements, the Company receives reimbursement for certain expenses incurred by the Company in the course of performing services.

18 unchanged sentences

In accordance with ASC 815, "Derivatives and Hedging," ("ASC 815"), futures and forward contracts are carried at fair value.

Debt securities are classified as available-for-sale and any unrealized gains and losses are recorded as net increases or decreases to Accumulated Other Comprehensive Income (Loss), net of tax, and realized gains and losses on these securities are included in Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations.

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

included in Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations.

Realized and unrealized gains and losses on equity securities and futures contracts are recorded in Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations.

3 unchanged sentences

See Note 8 for further information.

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

Accounts Receivable and Contract Assets – Accounts Receivable consists primarily of investment banking fees and expense reimbursements charged to the Company's clients.

22 unchanged sentences

The Company recognizes its allocable share of the changes in fair value of the private equity funds' underlying investments as realized and unrealized gains (losses) within Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations.

Other Investments – The Company also maintains investments in Glisco Manager Holdings LP and equity securities in private companies, which are accounted for as equity securities without readily determinable fair values in accordance with ASC 321-10.

The Company assesses these investments quarterly for impairment, or more frequently if circumstances indicate impairment may have occurred.

See Note 10 for further information.

EVERCORE INC.

1 unchanged sentence

(amounts in thousands, except per share amounts, unless otherwise noted)

The Company assesses these investments quarterly for impairment, or more frequently if circumstances indicate impairment may have occurred.

See Note 10 for further information.

Leases – Pursuant to ASC 842, "Leases" ("ASC 842"), the Company includes the impact of all leases, including short-term leases, on its Consolidated Statements of Financial Condition.

17 unchanged sentences

Capitalized costs associated with cloud computing arrangements are presented in the same line item on the Consolidated Statements of Financial Condition that a prepayment of the fees for the associated hosting arrangement is presented in (within Other Assets).

The capitalized costs associated with cloud computing arrangements are amortized over the term of the arrangement and the expense is presented in the same line item on the Consolidated Statements of Operations as the fees associated with the hosting element of the arrangement (within Communications and Information Services).

See Note 12 for further information.

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The discounted cash flow methodology begins with the forecasted adjusted cash flows from each of the reporting units and uses a discount rate that reflects the weighted average cost of capital adjusted for the risks inherent in the future cash flows.

The Company recognizes an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value.

Intangible assets with finite lives are amortized over their estimated useful lives and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, in accordance with ASC 360, " Property, Plant, and Equipment".

EVERCORE INC.

1 unchanged sentence

(amounts in thousands, except per share amounts, unless otherwise noted)

The Company recognizes an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value.

See Note 5 for further information.

1 unchanged sentence

Cash bonuses are accrued over the respective service periods to which they relate and deferred cash and share-based grants are expensed prospectively over their requisite service period, subject to acceleration in certain cases.

Effective January 1, 2023, the Company changed its medical insurance plan in the U.S.

from a fully insured to a self-funded plan.

The Company is liable for the funding of claims under the self-funded plan.

The Company's medical insurance plan in the U.S.

is a self-funded plan and the Company is liable for the funding of claims under the plan.

The Company also maintains stop-loss insurance for its medical plan to provide coverage for claims over a defined financial threshold.

21 unchanged sentences

Deferred tax assets are reduced by a valuation allowance when it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized.

Significant management judgment is required in determining the Company's provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against the Company's net deferred tax assets.

Excess tax benefits and deficiencies from the delivery of Class A Shares under share-based payment arrangements are recognized in the Company's Provision for Income Taxes on the Consolidated Statements of Operations.

Significant management

EVERCORE INC.

1 unchanged sentence

(amounts in thousands, except per share amounts, unless otherwise noted)

judgment is required in determining the Company's provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against the Company's net deferred tax assets.

ASC 740 provides a benefit recognition model with a two-step approach consisting of "more-likely-than-not" recognition criteria, and a measurement attribute that measures the position as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement.

1 unchanged sentence

See Note 21 for further information.

Reclassifications – During 2025, certain balances on the Consolidated Statements of Operations for prior periods were reclassified to conform to the current presentation, with no impact on previously reported Net Income.

Technology and Information Services – The Company renamed "Communications and Information Services" to "Technology and Information Services" on the Consolidated Statements of Operations and reclassified $ 39,521 and $ 35,060 of technology and related expenses from "Professional Fees" to "Technology and Information Services" for the years ended December 31, 2024 and 2023, respectively.

Note 3 – Recent Accounting Pronouncements

3 unchanged sentences

The amendments in this update are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendments should be applied on a retrospective basis.

The amendments require retrospective application.

The Company adopted ASU 2023-07 on January 1, 2024.

4 unchanged sentences

ASU 2023-09 provides amendments to ASC 740, which require greater disaggregation of information in a reporting entity's effective tax rate reconciliation, require disaggregation of income taxes paid by federal, state, and foreign jurisdictions and add or modify certain other disclosure requirements.

The amendments in this update are effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The amendments should be applied on a prospective or retrospective basis.

The Company is currently assessing the impact of this update on the Company's financial condition, results of operations and cash flows, or disclosures thereto.

The amendments in this update are effective for annual periods beginning after December 15, 2024.

The Company adopted ASU 2023-09 on January 1, 2025, on a prospective basis.

The adoption of ASU 2023-09 resulted in the Company providing disclosure of incremental income tax information, including greater disaggregation of information in the effective income tax rate reconciliation and of income taxes paid.

While ASU 2023-09 implements further income tax disclosure requirements, it does not change how an entity determines its income tax obligation, and it had no impact on the Company's financial condition, results of operations or cash flows.

See Note 21 for further information.

ASU 2024-01 – In March 2024, the FASB issued ASU No.

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Disaggregation of Income Statement Expenses" ("ASU 2024-03").

ASU 2024-03 provides amendments to ASC 220, "Income Statement – Reporting Comprehensive Income" ("ASC 220"), which require disaggregated disclosure of certain income statement expense captions into specified categories within the notes to the financial statements.

The amendments in this update are effective for annual periods beginning after December 15, 2026, with early adoption permitted.

ASU 2024-03 provides amendments to ASC 220, "Income Statement – Reporting Comprehensive Income" , which require disaggregated disclosure of certain income statement expense captions into specified categories within the notes to the financial statements.

The amendments in this update are effective for annual periods beginning after December 15, 2026, with

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

early adoption permitted.

The amendments should be applied on a prospective or retrospective basis.

The Company is currently assessing the impact of this update on the Company's financial condition, results of operations and cash flows, or disclosures thereto.

Note 4 – Revenue and Accounts Receivable

The following table presents revenue recognized by the Company for the years ended December 31, 2024, 2023 and 2022:

ASU 2025-03 – In May 2025, the FASB issued ASU No.

2025-03, "Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity" ("ASU 2025-03").

ASU 2025-03 provides amendments to ASC 805, "Business Combinations", and to ASC 810, "Consolidation", which revise the guidance for determining the accounting acquirer in a transaction effected primarily by exchanging equity interests in which the legal acquiree is a VIE that meets the definition of a business.

The amendments in this update are effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years, with early adoption permitted.

The amendments should be applied on a prospective basis.

The Company is currently assessing the impact of this update on the Company's financial condition, results of operations and cash flows, or disclosures thereto.

ASU 2025-05 – In July 2025, the FASB issued ASU No.

2025-05, "Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets" ("ASU 2025-05").

ASU 2025-05 provides amendments to ASC 326, which allow entities to elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset when developing reasonable and supportable forecasts as part of estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606.

The amendments in this update are effective for fiscal years beginning after December 15, 2025 and interim periods within those fiscal years, with early adoption permitted.

The amendments should be applied on a prospective basis.

The Company adopted ASU 2025-05 on January 1, 2026 on a prospective basis and elected the practical expedient provided by ASU 2025-05.

Under this expedient, the Company assumes that economic conditions as of the balance sheet date remain unchanged for the remaining life of all current accounts receivable and current contract assets arising from transactions under ASC 606.

The Company continues to estimate expected credit losses for non-current receivables and contract assets in accordance with ASC 326's standard methodology.

The adoption of ASU 2025-05 did not have a material impact on the Company's financial condition, results of operations and cash flows, or disclosures thereto.

ASU 2025-06 – In September 2025, the FASB issued ASU No.

2025-06, "Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software" ("ASU 2025-06") .

ASU 2025-06 provides amendments to ASC 350-40, "Intangibles – Goodwill and Other – Internal-Use Software" , which revise the guidance for the accounting and disclosure of internal-use software costs.

The amendments in this update are effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years, with early adoption permitted.

The amendments should be applied on a prospective, retrospective or modified basis.

The Company is currently assessing the impact of this update on the Company's financial condition, results of operations and cash flows, or disclosures thereto.

ASU 2025-11 – In December 2025, the FASB issued ASU No.

2025-11, "Interim Reporting (Topic 270):

Narrow-Scope Improvements" ("ASU 2025-11").

ASU 2025-11 provides amendments to ASC 270, which clarify interim disclosure requirements and require disclosure of events since the end of the last annual reporting period that have a material impact on the entity.

The amendments in this update are effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years, with early adoption permitted.

The amendments should be applied on a prospective or retrospective basis.

The Company is currently assessing the impact of this update on the Company's financial condition, results of operations and cash flows, or disclosures thereto.

EVERCORE INC.

1 unchanged sentence

(amounts in thousands, except per share amounts, unless otherwise noted)

Note 4 – Revenue and Accounts Receivable

The following table presents revenue recognized by the Company for the years ended December 31, 2025, 2024 and 2023:

For the Years Ended December 31,

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Deferred Revenue

(Current Contract Liabilities) (4)

(Contract Liabilities) (4)

Balance at January 1, 2025 $ 421,502 $ 101,314 $ 62,379 $ 14,477 $ 3,582

Increase (Decrease) 49,896 7,625 ( 23,022 ) 8,632 58

Increase 134,310 28,539 85,065 13,428 2,413

Balance at December 31, 2025 $ 555,812 $ 129,853 $ 147,444 $ 27,905 $ 5,995

5 unchanged sentences

Deferred Revenue

(Current Contract Liabilities) (4)

(Contract Liabilities) (4)

Balance at January 1, 2024 $ 371,606 $ 93,689 $ 85,401 $ 5,845 $ 3,524

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The Company recognized revenue of $ 28,129 , $ 23,302 and $ 29,587 on the Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023, respectively, that was initially included in deferred revenue within Other Current Liabilities on the Company’s Consolidated Statements of Financial Condition.

Generally, performance obligations under client arrangements will be settled within one year ;

therefore, the Company has elected to apply the practical expedient in ASC 606-10-50-14.

EVERCORE INC.

1 unchanged sentence

(amounts in thousands, except per share amounts, unless otherwise noted)

Generally, performance obligations under client arrangements will be settled within one year ;

therefore, the Company has elected to apply the practical expedient in ASC 606-10-50-14.

The allowance for credit losses for the years ended December 31, 2025 and 2024 is as follows:

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Ending Balance $ 2,983 $ 2,253

The change in the balance during the year ended December 31, 2024 is primarily related to the write-off of aged receivables.

The change in the balance during the year ended December 31, 2025 is primarily related to an increase in the Company's reserve for credit losses, partially offset by the write-off of aged receivables.

For long-term accounts receivable and long-term contract assets, the Company monitors clients’ creditworthiness based on collection experience and other internal metrics.

4 unchanged sentences

Note 5 – Business Changes and Developments

Robey Warshaw

On July 29, 2025, the Company entered into an agreement to acquire Robey Warshaw, an independent advisory firm headquartered in the United Kingdom.

The transaction closed on October 1, 2025.

As consideration for the acquisition, the Company delivered to the sellers £ 71,250 ($ 95,767 ) at closing in the form of 275 Class A Shares, as well as cash of $ 5,345 .

Of the £ 71,250 delivered in Class A Shares at closing, £ 62,700 ($ 84,275 ) is subject to repayment if the sellers fail to provide service over a four-year period following the acquisition and, as such, will be treated as compensation for accounting purposes.

See Note 18 for further information.

Additionally, the Company will deliver to the sellers £ 74,813 ($ 100,796 ) due on the first anniversary of the closing (in Class A Shares or cash), the present value of which was $ 94,893 at closing and is classified within Payable to Employees and Related Parties on the Company's Consolidated Statement of Financial Condition as of December 31, 2025.

The sellers are also entitled to contingent consideration, which had a fair value of $ 24,521 as of December 31, 2025, and will be payable on various dates between closing and shortly following the six th anniversary of closing, dependent on the achievement of certain performance thresholds over a multi-year period.

This contingent consideration was recorded, at fair value, within Other Long-term Liabilities on the Company's Consolidated Statement of Financial Condition as of December 31, 2025.

This transaction resulted in the Company recognizing goodwill of $ 102,221 at closing, as well as intangible assets relating to advisory backlog of $ 10,887 and client relationships of $ 22,850 , recognized in the Investment Banking & Equities segment.

These intangible assets are being amortized over an estimated useful life of 18 months and three years , respectively.

The Company recognized $ 3,660 of amortization expense related to these intangible assets for the year ended December 31, 2025.

As part of the consideration transferred to the sellers, the Company also issued performance-based awards which are treated as compensation for accounting purposes.

Furthermore, the Company also granted retention awards to Robey Warshaw employees joining the Company which are treated as compensation for accounting purposes.

See Note 18 for further information.

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

Goodwill and Intangible Assets

7 unchanged sentences

116,925 7,527 124,452

Acquisition of Robey Warshaw 102,221 — 102,221

Foreign Currency Translation and Other 4,110 — 4,110

2 unchanged sentences

(1) The amount of the Company's goodwill before accumulated impairment losses of $ 38,528 was $ 269,311 , $ 162,980 and $ 164,021 at December 31, 2025, 2024 and 2023, respectively.

Expen se associated with the amortization of intangible assets was $ 336 for the year ended December 31, 2022.

The Company's intangible assets were fully amortized as of December 31, 2022.

Impairments of Goodwill

Intangible assets associated with the Company's acquisitions are as follows:

December 31, 2025

Gross Carrying Amount Accumulated Amortization

Banking & Equities Investment

Management Total Investment

Banking & Equities Investment

Management Total

Client Relationships $ 22,904 $ — $ 22,904 $ 1,909 $ — $ 1,909

Advisory Backlog 10,913 — 10,913 1,818 — 1,818

Total $ 33,817 $ — $ 33,817 $ 3,727 $ — $ 3,727

Expense associated with the amortization of intangible assets was $ 3,660 for the year ended December 31, 2025.

Based on the intangible assets above, as of December 31, 2025, annual amortization of intangibles for each of the next five years is as follows:

2026 $ 14,910

At November 30, 2025 and 2024, in accordance with ASC 350, "Intangibles - Goodwill and Other" , the Company performed its annual goodwill impairment assessment and concluded that the fair value of its reporting units substantially exceeded their carrying values.

Note 6 – Special Charges, Including Business Realignment Costs

The Company recognized $ 7,305 for the year ended December 31, 2024, as Special Charges, Including Business Realignment Costs, related to the write-off of the remaining carrying value of the Company's investment in Luminis in connection with the redemption of the Company's interest.

See Note 10 for further information.

The Company also concluded that there was no impairment of intangible assets during the year ended December 31, 2025.

Note 6 – Acquisition and Transition Costs and Special Charges, Including Business Realignment Costs

Acquisition and Transition Costs

The Company incurred acquisition-related costs of $ 9,858 for the year ended December 31, 2025, primarily comprised of professional fees and certain other costs incurred related to the acquisition of Robey Warshaw and transfer taxes and professional fees incurred resulting from the Company's reorganization of businesses within the Europe, Middle East and Africa ("EMEA") legal entity structure, which are included in Acquisition and Transition Costs on the Consolidated Statement of Operations.

EVERCORE INC.

1 unchanged sentence

(amounts in thousands, except per share amounts, unless otherwise noted)

The Company recognized $ 2,921 for the year ended December 31, 2023 , as Special Charges, Including Business Realignment Costs, related to the write-off of non-recoverable assets in connection with the wind-down of the Company's operations in Mexico.

The Company recognized $ 3,126 for the year ended December 31, 2022, as Special Charges, Including Business Realignment Costs, related to charges associated with the prepayment of the Company's 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 the Company's operations in Mexico.

Special Charges, Including Business Realignment Costs

See Note 10 for further information.

Note 7 – Related Parties

4 unchanged sentences

Advances to Employees $ 38,658 $ 33,378

Personal Expenses Paid on Behalf of Employees and Related Parties 42 59

Amounts Due From Employees (Sellers) for the Acquisition of Robey Warshaw (1)

Other 222 188

Receivable from Employees and Related Parties $ 63,434 $ 33,566

(1) Reflects the current portion of the Robey Warshaw acquisition consideration subject to repayment if the sellers fail to provide service over the requisite service period.

The long-term portion of $ 53,783 is included within Other Assets on the Consolidated Statement of Financial Condition at December 31, 2025.

See Note 18 for further information.

Payable to Employees and Related Parties on the Consolidated Statements of Financial Condition consisted of the following at December 31, 2025 and 2024:

Amounts Due to U.K.

Members $ 37,101 $ 32,618

Amounts Due to Members of Evercore U.K.

$ 55,927 $ 37,101

Amounts Due Pursuant to Tax Receivable Agreements (1)

10,264 10,423

Amounts Due to Employees for the Sale of Outstanding Class R Interests of Private Capital Advisory L.P.

Deferred Purchase Consideration Due to Employees (Sellers) for the Acquisition of Robey Warshaw 96,538 —

Amounts Due in Final Distribution of Robey Warshaw LLP 16,914 —

Amounts Due for the Purchase of Evercore Wealth Management ("EWM") Class A Units (2)

Other 1,178 970

2 unchanged sentences

The long-term portion of $ 59,579 and $ 52,968 is included within Amounts Due Pursuant to Tax Receivable Agreements on the Consolidated Statements of Financial Condition at December 31, 2025 and 2024, respectively.

(2) Reflects the current portion of contingent cash consideration due to employees of the Real Estate Capital Advisory ("RECA") business for the sale of Class R Interests of Private Capital Advisory L.P.

(2) Reflects the current portion due related to the commitment to purchase EWM Class A Units.

The long-term portion of $ 1,319 is included within Other Long-term Liabilities on the Consolidated Statements of Financial Condition at December 31, 2025.

See Note 16 for further information.

17 unchanged sentences

Gross unrealized losses included in Accumulated Other Comprehensive Income (Loss) were ($ 21 ) as of December 31, 2025.

Net unrealized gains included in Other Comprehensive Income were $ 162 , $ 139 and $ 4,459 for the years ended December 31, 2024, 2023 and 2022, respectively.

Net unrealized gains (losses) included in Other Comprehensive Income were ($ 104 ), $ 162 and $ 139 for the years ended December 31, 2025, 2024 and 2023, respectively.

Gross realized gains included within Other Revenue, Including Interest and Investments, were $ 3 for the year ended December 31, 2025.

Gross realized losses included within Other Revenue, Including Interest and Investments, were ($ 20 ), ($ 49 ) and ($ 261 ) for the years ended December 31, 2025, 2024 and 2023, respectively.

5 unchanged sentences

Due within one year $ 877,606 $ 877,803 $ 813,507 $ 813,804

Due after one year through five years — — 980 977

Total $ 877,606 $ 877,803 $ 813,507 $ 813,804

5 unchanged sentences

Equity Securities are carried at fair value with changes in fair value recorded in Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations.

The Company had net realized and unrealized gains (losses) of

The Company had net unrealized gains (losses) of $ 57 , ($ 78 ) and $ 41 for the years ended December 31, 2025, 2024 and 2023, respectively.

EVERCORE INC.

1 unchanged sentence

(amounts in thousands, except per share amounts, unless otherwise noted)

($ 78 ), $ 41 and ($ 525 ) for the years ended December 31, 2024, 2023 and 2022, respectively (of which ($ 78 ), $ 41 and ($ 496 ), respectively, were net unrealized gains (losses)).

Debt Securities Carried by EGL

2 unchanged sentences

These securities are carried at fair value, with changes in fair value recorded in Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations, as required for broker-dealers in securities.

The Company had net realized and unrealized gains of $ 12 , $ 216 and $ 1,777 for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company had net realized and unrealized gains (losses) of ($ 78 ), $ 12 and $ 216 for the years ended December 31, 2025, 2024 and 2023, respectively.

Investment Funds

2 unchanged sentences

These securities are carried at fair value, with changes in fair value recorded in Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations.

The Company had net realized and unrealized gains (losses) of $ 33,894 , $ 31,724 and ($ 29,778 ) for the years ended December 31, 2024, 2023 and 2022, respectively (of which $ 23,192 , $ 26,342 and ($ 45,619 ), respectively, were net unrealized gains (losses)).

The Company had net realized and unrealized gains of $ 25,670 , $ 33,894 and $ 31,724 for the years ended December 31, 2025, 2024 and 2023, respectively (of which $ 2,716 , $ 23,192 and $ 26,342 , respectively, were net unrealized gains).

Certificates of Deposit

At December 31, 2024 and 2023, the Company held certificates of deposit of $ 66,660 and $ 54,856 , respectively, with certain banks with original maturities of four months or less when purchased.

At December 31, 2025 and 2024, the Company held certificates of deposit of $ 40,421 and $ 66,660 , respectively, with certain banks with original maturities of seven months or less when purchased.

Note 9 – Leases

20 unchanged sentences

Weighted-average discount rate - operating leases 4.85 % 4.77 %

In conjunction with its lease agreements at 55 East 52nd St., New York, New York, the Company had an option to take on an additional three floors, which it exercised during 2023.

The Company entered into a lease agreement for this space in January 2024 and the lease commenced in November 2024.

The lease term will end on December 31, 2035.

New Right-of-Use Assets obtained in exchange for new operating lease liabilities for the year ended December 31, 2024 includes $ 81,617 related to this space.

As of December 31, 2025, the maturities of the undiscounted operating lease liabilities for which the Company has commenced use are as follows:

19 unchanged sentences

The Company's share of earnings (losses) from these investments is included within Income from Equity Method Investments on the Consolidated Statements of Operations.

The Company also has investments in private equity partnerships which consist of investment interests in private equity funds which are voting interest entities.

Realized and unrealized gains and losses on private equity investments are included within Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations.

EVERCORE INC.

1 unchanged sentence

(amounts in thousands, except per share amounts, unless otherwise noted)

The Company also has investments in private equity partnerships which consist of investment interests in private equity funds which are voting interest entities.

Realized and unrealized gains and losses on private equity investments are included within Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations.

Equity Method Investments

2 unchanged sentences

Seneca Evercore 1,312 1,462

Luminis — 6,296

Total $ 12,573 $ 12,617

9 unchanged sentences

dollar, included in Accumulated Other Comprehensive Income (Loss), on the Consolidated Statements of Financial Condition .

In January 2022, the Company entered into an agreement to sell a portion of its interest in ABS.

This transaction closed on March 28, 2022 and resulted in the reduction of the Company's ownership interest from 46 % to 26 %.

The Company received cash of $ 18,300 as consideration for its interests sold and recorded a gain of $ 1,294 for the year ended December 31, 2022, included within Other Revenue, Including Interest and Investments, on the Consolidated Statement of Operations.

In July 2024, the Company sold its remaining 26 % ownership interest in ABS for cash of $ 18,113 .

5 unchanged sentences

This investment was subject to currency translation from the Australian dollar to the U.S.

dollar, included in Accumulated Other Comprehensive Income (Loss), on the Consolidated Statements of Financial Condition.

dollar, included in Accumulated Other Comprehensive Income (Loss), on the Consolidated Statement of Financial Condition.

Accordingly, the redemption resulted in the reclassification of $ 581 and $ 77 of cumulative foreign currency translation losses from Accumulated Other Comprehensive Income (Loss) and Noncontrolling Interest, respectively, on the Consolidated Statement of Financial Condition to Other Revenue, Including Interest and Investments, on the Consolidated Statement of Operations for the year ended December 31, 2024.

This investment resulted in earnings of $ 783 and $ 390 for the years ended December 31, 2024 and 2023, respectively, included within Income from Equity Method Investments on the Consolidated Statements of Operations.

The Company allocates the purchase price of its equity method investments, in part, to the inherent finite-lived identifiable intangible assets of the investees.

The Company's share of the earnings of the investees has been reduced by the amortization of these identifiable intangible assets of $ 248 for the year ended December 31, 2025 and $ 316 for each of the years ended December 31, 2024 and 2023.

EVERCORE INC.

1 unchanged sentence

(amounts in thousands, except per share amounts, unless otherwise noted)

Statement of Financial Condition to Other Revenue, Including Interest and Investments, on the Consolidated Statement of Operations for the year ended December 31, 2024.

This investment resulted in earnings of $ 783 , $ 390 and $ 813 for the years ended December 31, 2024, 2023 and 2022, respectively, included within Income from Equity Method Investments on the Consolidated Statements of Operations.

The Company allocates the purchase price of its equity method investments, in part, to the inherent finite-lived identifiable intangible assets of the investees.

The Company's share of the earnings of the investees has been reduced by the amortization of these identifiable intangible assets of $ 316 for each of the years ended December 31, 2024, 2023 and 2022.

The Company assesses each of its equity method investments for impairment annually, or more frequently if circumstances indicate impairment may have occurred.

4 unchanged sentences

("Glisco III"), Glisco Capital Partners IV ("Glisco IV"), Trilantic Capital Partners Associates IV, L.P.

("Trilantic IV") and Trilantic Capital Partners V, L.P.

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

("Trilantic V").

16 unchanged sentences

The Company's maximum exposure to loss as of December 31, 2025 and 2024 was $ 3,510 and $ 5,138 , respectively, which represents the carrying value of the Company's investments in these VIEs, as well as any unfunded commitments to the current and future funds.

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

Other Investments

In certain instances, the Company receives equity securities in private companies in exchange for advisory services.

In certain instances, the Company makes investments in private companies in exchange for equity securities and warrants, or receives equity securities in private companies in exchange for advisory services.

These investments, which had a balance of $ 1,673 and $ 625 as of December 31, 2025 and 2024, respectively, are accounted for at their cost minus impairment, if any, plus or minus changes resulting from observable price changes.

3 unchanged sentences

Investments with readily-available active quoted prices, or for which fair value can be measured from actively quoted prices, generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Investments measured and reported at fair value are classified and disclosed in one of the following categories:

Level 1 – Quoted prices are available in active markets for identical investments as of the reporting date.

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

Investments and certain other financial assets and liabilities measured and reported at fair value are classified and disclosed in one of the following categories:

Level 1 – Quoted prices are available in active markets for identical assets and liabilities as of the reporting date.

The type of investments included in Level 1 include listed equities, listed derivatives and U.S.

4 unchanged sentences

The Company also periodically holds foreign exchange currency forward contracts, the estimated fair value of which is based on foreign currency exchange rates provided by external services.

Level 3 – Pricing inputs are unobservable for the investment and includes situations where there is little, if any, market activity for the investment.

Level 3 – Pricing inputs are unobservable for the asset or liability and includes situations where there is little, if any, market activity.

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

The following table presents the categorization of investments and certain other financial assets measured at fair value on a recurring basis as of December 31, 2024 and 2023:

The following table presents the categorization of investments and certain other financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and 2024:

December 31, 2025

5 unchanged sentences

Total Assets Measured At Fair Value $ 1,563,325 $ — $ — $ 1,563,325

Contingent Consideration Liability (2)

$ — $ — $ 24,521 $ 24,521

Total Liabilities Measured at Fair Value $ — $ — $ 24,521 $ 24,521

December 31, 2024

4 unchanged sentences

Investment Funds 178,703 — — 178,703

Other — 1,585 — 1,585

Total Assets Measured At Fair Value $ 1,462,688 $ — $ — $ 1,462,688

1 unchanged sentence

Treasury securities classified within Cash and Cash Equivalents on the Consolidated Statements of Financial Condition as of December 31, 2025 and 2024, respectively.

(2) The contingent consideration liability is initially recorded at fair value on the acquisition date and is included within Other Long-term Liabilities on the Company's Consolidated Statement of Financial Condition.

The fair value of the contingent consideration liability is remeasured at each reporting period using the probability-weighted expected return method.

The inputs used to derive the fair value of the contingent consideration include the application of probabilities when assessing certain performance thresholds for the relevant periods.

Any change in the fair value is recognized in Other Operating Expenses on the Company's Consolidated Statement of Operations.

There was no change in the fair value of this liability from acquisition to December 31, 2025.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.

In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair

In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.

EVERCORE INC.

1 unchanged sentence

(amounts in thousands, except per share amounts, unless otherwise noted)

value measurement.

The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.

The carrying amount and estimated fair value of the Company's financial instrument assets and liabilities, which are not measured at fair value on the Consolidated Statements of Financial Condition, are listed in the tables below.

4 unchanged sentences

Cash and Cash Equivalents (1)

$ 1,402,912 $ 1,402,912 $ — $ — $ 1,402,912

Certificates of Deposit 40,421 — 40,421 — 40,421

14 unchanged sentences

Cash and Cash Equivalents (1)

$ 863,078 $ 863,078 $ — $ — $ 863,078

Certificates of Deposit 66,660 — 66,660 — 66,660

8 unchanged sentences

Notes Payable (4)

373,895 — 356,531 — 356,531

(1) Excludes $ 23,108 and $ 9,967 of U.S.

Treasury securities classified within Cash and Cash Equivalents on the Consolidated Statements of Financial Condition as of December 31, 2025 and 2024, respectively.

(2) Includes Accounts Receivable, as well as long-term receivables, which are included in Other Assets on the Consolidated Statements of Financial Condition.

1 unchanged sentence

(4) Includes current and long-term Notes Payable included in Current Portion of Notes Payable and Notes Payable on the Consolidated Statements of Financial Condition.

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

Note 12 – Furniture, Equipment and Leasehold Improvements

6 unchanged sentences

Furniture, Equipment and Leasehold Improvements, Net $ 190,064 $ 144,756

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

Depreciation and amortization expense for Furniture, Equipment and Leasehold Improvements totaled $ 28,897 , $ 24,468 and $ 24,348 for the years ended December 31, 2025, 2024 and 2023, respectively.

Other Assets on the Consolidated Statements of Financial Condition includes capitalized costs associated with cloud computing arrangements of $ 20,520 and $ 18,087 as of December 31, 2025 and 2024, respectively.

Amortization expense for capitalized costs associated with cloud computing arrangements was $ 3,169 , $ 2,631 and $ 1,670 for the years ended December 31, 2024, 2023 and 2022, respectively, included within Communications and Information Services on the Consolidated Statements of Operations.

Amortization expense for capitalized costs associated with cloud computing arrangements was $ 5,330 , $ 3,169 and $ 2,631 for the years ended December 31, 2025, 2024 and 2023, respectively, included within Technology and Information Services on the Consolidated Statements of Operations.

Note 13 – Notes Payable

On March 30, 2016, the Company issued an aggregate of $ 170,000 of senior notes, including:

$ 38,000 aggregate principal amount of its 4.88 % Series A senior notes which were due March 30, 2021 (the "Series A Notes"), $ 67,000 aggregate principal amount of its Series B Notes which were originally due March 30, 2023, $ 48,000 aggregate principal amount of its 5.48 % Series C senior notes due March 30, 2026 (the "Series C Notes") and $ 17,000 aggregate principal amount of its 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 (the "2016 Note Purchase Agreement") dated as of March 30, 2016, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.

In March 2021, the Company repaid the $ 38,000 aggregate principal amount of its Series A Notes.

On June 28, 2022, the Company prepaid the $ 67,000 aggregate principal amount of its 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, the Company recorded a loss of $ 456 for the year ended December 31, 2022, included within Special Charges, Including Business Realignment Costs, on the Consolidated Statement of Operations.

$ 38,000 aggregate principal amount of its 4.88 % Series A senior notes which were due and repaid on March 30, 2021 (the "Series A Notes"), $ 67,000 aggregate principal amount of its 5.23 % Series B senior notes which were originally due March 30, 2023 and prepaid on June 28, 2022 (the "Series B Notes"), $ 48,000 aggregate principal amount of its 5.48 % Series C senior notes due March 30, 2026 (the "Series C Notes") and $ 17,000 aggregate principal amount of its 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, the Company issued $ 175,000 and £ 25,000 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:

$ 75,000 aggregate principal amount of its 4.34 % Series E senior notes due August 1, 2029 (the "Series E Notes"), $ 60,000 aggregate principal amount of its 4.44 % Series F senior notes due August 1, 2031 (the "Series F Notes"), $ 40,000 aggregate principal amount of its 4.54 % Series G senior notes due August 1, 2033 (the "Series G Notes") and £ 25,000 aggregate principal amount of its 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"), 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, the Company issued $ 38,000 aggregate principal amount of its 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, the Company issued $ 67,000 aggregate principal amount of its 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.

$ 75,000 aggregate principal amount of its 4.34 % Series E senior notes due August 1, 2029 (the "Series E Notes"), $ 60,000 aggregate principal amount of its 4.44 % Series F senior notes due August 1, 2031 (the "Series F Notes"), $ 40,000 aggregate principal amount of its 4.54 % Series G senior notes due August 1, 2033 (the "Series G Notes") and £ 25,000 aggregate principal amount of its 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, the Company issued $ 38,000 aggregate principal amount of its 1.97 % Series I senior notes which were due August 1, 2025 (the "Series I Notes" or the "2021 Private Placement Notes"), 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, the Company repaid the $ 38,000 aggregate principal amount of its Series I Notes.

On June 28, 2022, the Company issued $ 67,000 aggregate principal amount of its 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, the Company issued an aggregate of $ 250,000 of senior notes, including:

$ 125,000 aggregate principal amount of its 5.17 % Series K senior notes due July 24, 2030 (the "Series K Notes") and $ 125,000 aggregate principal amount of its 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"), 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.

The Company intends 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.

EVERCORE INC.

2 unchanged sentences

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

The Company may, at its 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 the Company 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.

The Company may, at its 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 the Company 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, the Company was in compliance with all of these covenants.

26 unchanged sentences

11/15/2028 5.02 % 66,280 66,052

Evercore Inc.

5.17 % Series K Senior Notes

7/24/2030 5.23 % 124,695 —

Evercore Inc.

5.47 % Series L Senior Notes

7/24/2032 5.52 % 124,686 —

Total $ 588,224 $ 373,895

12 unchanged sentences

The Evercore Plan was formed on February 1, 1996 and subsequently amended.

The Evercore Plan's year ends on December 31 of each year.

The Company, at its sole discretion, determines the amount, if any, of profit to be contributed to the Evercore Plan.

The Evercore Plan provides for a discretionary matching contribution from the Company to be made for eligible participants, as defined by the Evercore Plan.

The matching contribution from the Company is made annually pursuant to a

EVERCORE INC.

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(amounts in thousands, except per share amounts, unless otherwise noted)

discretionary formula.

The Evercore Plan's year ends on December 31 of each year.

The Company, at its sole discretion, determines the amount, if any, of profit to be contributed to the Evercore Plan.

The Evercore Plan provides for a discretionary matching contribution from the Company to be made for eligible participants, as defined by the Evercore Plan.

The matching contribution from the Company is made annually pursuant to a discretionary formula.

The matching contribution is determined as 100 % of up to 3 % of eligible compensation, defined as salary plus cash bonus compensation, to a maximum of $ 3 per employee.

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Personal Pension Plan – For employees of Evercore ISI U.K., a personal pension plan is available for all employees to contribute a percentage of their salary.

The Company contributes up to 9 % of an employee's salary.

The Company contributes 9 % of an employee's salary.

The Company made contributions to the Evercore ISI U.K.

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See Note 18 for further information.

Self-Funded Medical Insurance Program – Effective January 1, 2023, the Company changed its medical insurance plan in the U.S.

from a fully insured to a self-funded plan.

The Company is liable for the funding of claims under the self-funded plan.

The Company also maintains stop-loss insurance for its medical plan to provide coverage for claims over a defined financial threshold.

The estimated present value of incurred but not reported claims is $ 3,268 and $ 3,165 as of December 31, 2024 and 2023, respectively, which is included within Accrued Compensation and Benefits on the Consolidated Statements of Financial Condition.

Self-Funded Medical Insurance Program – The Company's medical insurance plan in the U.S.

is a self-funded plan and the Company is liable for the funding of claims under the plan.

The Company maintains stop-loss insurance for its medical plan to provide coverage for claims over a defined financial threshold.

The estimated present value of incurred but not reported or paid claims is $ 4,821 and $ 3,268 as of December 31, 2025 and 2024, respectively, which is included within Accrued Compensation and Benefits on the Consolidated Statements of Financial Condition.

Note 15 – Evercore Inc.

Stockholders' Equity

Dividends – On February 4, 2025, the Company's Board of Directors declared a quarterly cash dividend of $ 0.80 per share to the holders of record of Class A Shares as of February 28, 2025, which will be paid on March 14, 2025.

During the year ended December 31, 2024, the Company declared and paid dividends of $ 3.16 per share, totaling $ 120,857 , and accrued deferred cash dividends on unvested and vested RSUs totaling $ 16,159 .

Dividends – On February 3, 2026, the Company's Board of Directors declared a quarterly cash dividend of $ 0.84 per share to the holders of record of the Company's Class A Shares as of February 27, 2026, which will be paid on March 13, 2026.

During the year ended December 31, 2025, the Company declared and paid dividends of $ 3.32 per share, totaling $ 128,489 , and accrued deferred cash dividends on unvested and vested restricted stock units ("RSUs") totaling $ 15,537 .

During the year ended December 31, 2025, the Company also paid deferred cash dividends of $ 15,921 .

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During the year ended December 31, 2024, the Company also paid deferred cash dividends of $ 14,975 .

Treasury Stock – During the year ended December 31, 2024, the Company purchased 998 Class A Shares from employees at an average cost per share of $ 179.67 , primarily for the net settlement of stock-based compensation awards, and 1,313 Class A Shares at an average cost per share of $ 203.84 pursuant to the Company's share repurchase program.

The aggregate 2,311 Class A Shares were purchased at an average cost per share of $ 193.40 and the result of these purchases was an

EVERCORE INC.

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increase in Treasury Stock of $ 446,985 (excluding $ 1,236 of excise tax levied on share repurchases, net of issuances) on the Company's Consolidated Statement of Financial Condition as of December 31, 2024.

Treasury Stock – During the year ended December 31, 2025, the Company purchased 955 Class A Shares from employees at an average cost per share of $ 284.01 , primarily for the net settlement of stock-based compensation awards, and 1,443 Class A Shares at an average cost per share of $ 269.74 pursuant to the Company's share repurchase program.

The aggregate 2,398 Class A Shares were purchased at an average cost per share of $ 275.42 and the result of these purchases was an increase in Treasury Stock of $ 660,593 (excluding $ 466 of excise tax levied on share repurchases, net of issuances) on the Company's Consolidated Statement of Financial Condition as of December 31, 2025.

During the year ended December 31, 2024, the Company purchased 998 Class A Shares from employees at an average cost per share of $ 179.67 , primarily for the net settlement of stock-based compensation awards, and 1,313 Class A Shares at an average cost per share of $ 203.84 pursuant to the Company's share repurchase program.

The aggregate 3,001 Class A Shares were purchased at an average cost per share of $ 129.04 and the result of these purchases was an increase in Treasury Stock of $ 387,286 on the Company's Consolidated Statement of Financial Condition as of December 31, 2023.

LP Units – During the year ended December 31, 2024, 352 LP Units were exchanged for Class A Shares, resulting in an increase to Class A Common Stock and Additional Paid-In Capital of $ 4 and $ 26,762 , respectively, on the Company's Consolidated Statement of Financial Condition as of December 31, 2024.

The aggregate 2,311 Class A Shares were purchased at an average cost per share of $ 193.40 and the result of these purchases was an increase in Treasury Stock of $ 446,985 (excluding $ 1,236 of excise tax levied on share repurchases, net of issuances) on the Company's Consolidated Statement of Financial Condition as of December 31, 2024.

During the year ended December 31, 2025, the Company entered into agreements to purchase 470 Class A Shares from Ed Hyman, who until February 10, 2025 was an executive officer of the Company, at an average price of $ 243.34 per share, resulting in a total purchase price of $ 114,372 .

These purchases were made pursuant to the Company's share repurchase program and are included within the above treasury stock purchases for the year ended December 31, 2025.

Evercore LP Units – During the year ended December 31, 2025, 366 LP Units were exchanged for Class A Shares, resulting in an increase to Class A Common Stock and Additional Paid-In Capital of $ 4 and $ 41,307 , respectively, on the Company's Consolidated Statement of Financial Condition as of December 31, 2025.

During the year ended December 31, 2024, 352 LP Units were exchanged for Class A Shares, resulting in an increase to Class A Common Stock and Additional Paid-In Capital of $ 4 and $ 26,762 , respectively, on the Company's Consolidated Statement of Financial Condition as of December 31, 2024.

See Notes 16 and 21 for further information.

During the year ended December 31, 2025, the Company issued 2 Class A LP Units.

See Note 16 for further information.

Accumulated Other Comprehensive Income (Loss) – As of December 31, 2025, Accumulated Other Comprehensive Income (Loss) on the Company's Consolidated Statement of Financial Condition includes an accumulated Unrealized Gain (Loss) on Securities and Investments, net, and Foreign Currency Translation Adjustment Gain (Loss), net, of $ 92 and ($ 13,220 ), respectively.

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Noncontrolling Interest recorded in the consolidated financial statements of the Company relates to the following approximate interests in certain consolidated subsidiaries, which are not owned by the Company:

In circumstances where the governing documents of the entity to which the noncontrolling interest relates require special allocations of profits or losses to the controlling and noncontrolling interest holders, the net income or loss of these entities is allocated based on these special allocations.

Noncontrolling ownership interests for the Company's subsidiaries were as follows:

As of December 31,

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Evercore LP 6 % 6 % 7 %

Evercore Wealth Management ("EWM") (2)

26 % 26 % 26 %

(1) On February 24, 2022, 2,545 Class E LP Units were exchanged for 2,545 Class A Shares, which resulted in a decrease in noncontrolling interest of Evercore LP.

For further information see " LP Units Exchanged" below.

(2) Noncontrolling Interests as of December 31, 2022 represent a blended rate for multiple classes of interests in EWM.

EWM 27 % 26 % 26 %

The Noncontrolling Interests for Evercore LP and EWM have rights, in certain circumstances, to convert into Class A Shares.

The Company has outstanding Class A, E, I and K LP Units of Evercore LP which give the holders the right to receive Class A Shares upon exchange on a one -for-one basis.

The Company has outstanding LP Units, which give the holders the right to receive Class A Shares upon exchange on a one -for-one basis.

See Note 2 for further information.

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Ending balance $ 288,290 $ 234,166 $ 205,556

Other Comprehensive Income – Other Comprehensive Income (Loss) Attributed to Noncontrolling Interest includes unrealized gains (losses) on securities and investments, net, of ($ 6 ), ($ 268 ) and $ 313 for the years ended December 31, 2024, 2023 and 2022, respectively, and foreign currency translation adjustment gains (losses), net, of ($ 897 ), $ 380 and ($ 1,925 ) for the years ended December 31, 2024, 2023 and 2022, respectively.

Other Comprehensive Income – Other Comprehensive Income (Loss) Attributed to Noncontrolling Interest includes unrealized losses on securities and investments, net, of ($ 6 ), ($ 6 ) and ($ 268 ) for the years ended December 31, 2025, 2024 and 2023, respectively, and foreign currency translation adjustment gains (losses), net, of $ 1,877 , ($ 897 ) and $ 380 for the years ended December 31, 2025, 2024 and 2023, respectively.

The redemption of the Company's interest in Luminis in 2024 resulted in the reclassification of $ 77 of cumulative foreign currency translation losses from Noncontrolling Interest on the Consolidated Statement of Financial Condition to Other Revenue, Including Interest and Investments, on the Consolidated Statement of Operations for the year ended December 31, 2024.

See Note 10 for further information.

LP Units Exchanged – During the year ended December 31, 2024, 352 LP Units were exchanged for Class A Shares.

Evercore LP Units – During the year ended December 31, 2025, 366 LP Units were exchanged for Class A Shares.

This resulted in a decrease to Noncontrolling Interest of $ 41,311 and increases to Class A Common Stock and Additional Paid-In Capital of $ 4 and $ 41,307 , respectively, on the Company's Consolidated Statement of Financial Condition as of December 31, 2025.

In addition, 178 and 2,574 LP Units (inclusive of the Class E LP Unit exchange described below) were exchanged for Class A Shares during the years ended December 31, 2023 and 2022, respectively.

On February 24, 2022, the Company entered into an agreement (the "Exchange Agreement") with ISI Holding, Inc.

("ISI Holding"), the principal stockholder of which is Ed Hyman, an executive officer of the Company.

Pursuant to the Exchange Agreement, ISI Holding exercised its existing conversion rights under the terms of the partnership agreement of Evercore LP to exchange (the "Exchange") all 2,545 of the Class E LP Units owned by it for 2,545 Class A Shares.

Following the Exchange, ISI Holding liquidated and distributed the Class A Shares received in the Exchange to its stockholders in accordance with their ownership interests in ISI Holding.

The parties have relied on the exemption from the registration requirements of the Securities Act of 1933 under Section 4(a)(2) thereof for the Exchange.

In addition, 352 and 178 LP Units were exchanged for Class A Shares during the years ended December 31, 2024 and 2023, respectively.

During the year ended December 31, 2025, the Company issued 2 Class A LP Units.

This resulted in an increase to Noncontrolling Interest of $ 517 on the Company's Consolidated Statement of Financial Condition as of December 31, 2025.

See Note 15 for further information.

EWM Class A Units – During 2024, the Company granted 297 EWM Class A Units, which generally vest ratably over three years .

Compensation expense related to these EWM Class A Units was $ 1,012 for the year ended December 31, 2024.

EWM Class A Units – During 2025 and 2024, the Company granted 395 and 297 EWM Class A Units, respectively, which generally vest ratably over three years .

Compensation expense related to EWM Class A Units was $ 2,421 and $ 1,012 for the years ended December 31, 2025 and 2024, respectively.

Interests Issued – During 2025, certain employees of EWM purchased EWM Class A Units, at fair value, resulting in an increase to Noncontrolling Interest of $ 1,100 on the Company's Consolidated Statement of Financial Condition as of December 31, 2025.

EVERCORE INC.

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Interests Purchased – During 2025, the Company purchased, at fair value, an additional 0.1 % of the EWM Class A Units for $ 1,259 .

This purchase resulted in a decrease to Noncontrolling Interest of $ 67 and a decrease to Additional Paid-In Capital of $ 969 on the Company's Consolidated Statement of Financial Condition as of December 31, 2024.

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

These transactions resulted in a decrease to Noncontrolling Interest of $ 156 and a decrease to Additional Paid-In Capital of $ 2,788 on the Company's Consolidated Statement of Financial Condition as of December 31, 2025.

The Company recorded $ 770 and $ 1,319 in Payable to Employees and Related Parties and Other Long-term Liabilities, respectively, on the Consolidated Statement of Financial Condition as of December 31, 2025, reflecting the current fair value of amounts committed to be purchased in the future and accrued distributions related to those interests.

The Company incurred expense of $ 539 within Interest Expense on the Consolidated Statement of Operations for the year ended December 31, 2025 in conjunction with these arrangements.

During 2024, the Company purchased, at fair value, an additional 0.3 % of the EWM Class A Units for $ 1,036 .

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This purchase resulted in a decrease to Noncontrolling Interest of $ 158 and a decrease to Additional Paid-In Capital of $ 1,844 on the Company's Consolidated Statement of Financial Condition as of December 31, 2023.

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

from employees of the RECA business for $ 54,297 .

Consideration for this transaction included the payment of $ 6,000 of cash in 2021, $ 27,710 of cash in 2022, and contingent cash consideration which was settled during 2023 and 2024.

The Company paid contingent cash consideration of $ 1,365 in 2023 and $ 2,023 in 2024, representing the final payment under this arrangement.

The fair value of the remaining contingent consideration was $ 2,023 as of December 31, 2023, which is included within Payable to Employees and Related Parties on the Company's Consolidated Statement of Financial Condition.

The amount of contingent consideration to be paid was dependent on the RECA business achieving certain revenue performance targets.

The decline in the fair value of contingent consideration reduced Other Operating Expenses by $ 2,366 and $ 14,468 for the years ended December 31, 2023 and 2022, respectively, on the Consolidated Statements of Operations.

The fair value of the contingent consideration reflected the present value of the expected payment due based on the expectation for the business meeting the revenue performance targets.

In conjunction with this transaction, the Company also issued payments in early 2023 and 2024, contingent on continued employment with the Company.

Accordingly, these payments are treated as compensation expense for accounting purposes in the periods earned.

These payments were also dependent on the RECA business achieving certain revenue performance targets.

EWM Class P-I Units – In December 2025, the Company awarded 0.3 EWM Class P-I Units.

These EWM Class P-I Units convert into a number of EWM Class A Units contingent and based upon the achievement of certain market conditions related to the value of EWM Class A Units, defined benchmark results and continued service through June 30, 2028.

The number of EWM Class A Units received in conversion is dependent on the level of defined benchmarks achieved, as well as the value of EWM Class A Units at the time of conversion.

The EWM Class A Units received in conversion vest in three equal tranches on the first, second and third anniversaries of the date of conversion, subject to continued service.

As this award contains market, performance and service conditions, the expense for this award will be recognized over the service period of the award and will reflect the fair value of the underlying units, taking into account the probable outcome of the market condition being achieved, as well as the probable outcome of the performance condition.

As of December 31, 2025, the Company determined that the achievement of performance conditions of these awards were not probable and therefore no expense was recognized for 2025.

Note 17 – Net Income Per Share Attributable to Evercore Inc.

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Additional shares of the Company's common stock assumed to be issued pursuant to non-vested RSUs, as calculated using the Treasury Stock Method 2,479 2,778 1,902

2,778 1,902 1,605

Shares that are contingently issuable (2)

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common shareholders $ 14.05 $ 9.08 $ 6.37

(1) The Company has outstanding Class A, E, I and K LP Units, which give the holders the right to receive Class A Shares upon exchange on a one -for-one basis.

(1) The Company has outstanding LP Units, which give the holders the right to receive Class A Shares upon exchange on a one -for-one basis.

During the years ended December 31, 2025, 2024 and 2023, these LP Units were antidilutive and consequently the effect of their exchange into Class A Shares has been excluded from the calculation of diluted net income per share attributable to Evercore Inc.

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The adjustment to the numerator, diluted net income attributable to Class A common shareholders, if the effect would have been dilutive, would have been $ 37,413 , $ 26,541 and $ 20,442 for the years ended December 31, 2025, 2024 and 2023, respectively.

In computing this adjustment, the Company assumes that all Class A, E, I and K LP Units are converted into Class A Shares, that all earnings attributable to those shares are attributed to Evercore Inc.

In computing this adjustment, the Company assumes that all LP Units are converted into Class A Shares, that all earnings attributable to those shares are attributed to Evercore Inc.

and that the Company is subject to the statutory tax rates of a C-Corporation under a conventional corporate tax structure in the U.S.

at prevailing corporate tax rates.

The Company does not anticipate that the Class A, E, I and K LP Units will result in a dilutive computation in future periods.

(2) During the year ended December 31, 2022, certain shares of the Company's common stock assumed to be issued pursuant to non-vested RSUs, as calculated using the Treasury Stock Method, were antidilutive and consequently the effect of their exchange into Class A Shares has been excluded from the calculation of diluted net income per share attributable to Evercore Inc.

common shareholders.

The shares that would have been included in the treasury stock method calculation if the effect would have been dilutive were 94 for the year ended December 31, 2022.

(3) The Company previously had outstanding Class I-P Units which were contingently exchangeable into Class I LP Units, and ultimately Class A Shares, and has outstanding Class K-P Units which are contingently exchangeable into Class K LP

The Company does not anticipate that the LP Units will result in a dilutive computation in future periods.

(2) The Company has outstanding Class K-P Units which are contingently exchangeable into Class K LP Units, and ultimately Class A Shares, as they are subject to certain performance thresholds being achieved.

The Company also has certain outstanding RSUs and acquisition-related awards which vest contingent upon certain performance thresholds being achieved.

See Note 18 for further information.

For the purpose of calculating diluted net income per share attributable to Evercore Inc.

common shareholders, the Company's Class K-P Units and these certain outstanding RSUs and acquisition-related awards are included in diluted weighted average Class A Shares outstanding, as calculated using the Treasury Stock Method, as of the beginning of the period in which all necessary performance conditions have been satisfied.

If all necessary performance conditions have not been satisfied by the end of the period, the number of shares that are included

EVERCORE INC.

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Units, and ultimately Class A Shares, as they are subject to certain performance thresholds being achieved.

On March 1, 2022, all of the Class I-P Units converted to Class I LP Units.

The Company also has certain outstanding RSUs which vest contingent upon certain performance thresholds being achieved.

See Note 18 for further information.

For the purposes of calculating diluted net income per share attributable to Evercore Inc.

common shareholders, the Company's Class I-P Units, K-P Units and these certain outstanding RSUs are included in diluted weighted average Class A Shares outstanding, as calculated using the Treasury Stock Method, as of the beginning of the period in which all necessary performance conditions have been satisfied.

If all necessary performance conditions have not been satisfied by the end of the period, the number of shares that are included in diluted weighted average Class A Shares outstanding is based on the number of shares that would be issuable if the end of the reporting period were the end of the performance period.

in diluted weighted average Class A Shares outstanding is based on the number of shares that would be issuable if the end of the reporting period were the end of the performance period.

The shares of Class B common stock have no right to receive dividends or a distribution on liquidation or winding up of the Company.

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Note 18 – Share-Based and Other Deferred Compensation

Class I-P Units – In November 2016, the Company awarded 400 Class I-P Units in conjunction with the appointment of the Chief Executive Officer (then Executive Chairman).

These Class I-P Units converted into 400 Class I LP Units (which are exchangeable on a one -for-one basis to Class A Shares) upon the achievement of certain market and service conditions on March 1, 2022.

Compensation expense related to this award was $ 753 for the year ended December 31, 2022 .

Class K-P Units – The Company has awarded the following Class K-P Units to certain employees:

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As this award contains market, performance and service conditions, the expense for this award will be recognized over the service period of the award and will reflect the fair value of the underlying units as determined at the award's grant date, taking into account the probable outcome of the market condition being achieved, as well as the probable outcome of the performance condition.

These Class K-P Units may convert into a maximum of 800 Class K LP Units, contingent upon the achievement of certain market conditions, defined benchmark results and continued service as described above.

In December 2025, these Class K-P Units converted into 600 Class K LP Units upon the achievement of certain market conditions, defined benchmark results and service conditions.

As this award contained market, performance and service conditions, the expense for this award was recognized over the service period of the award and reflected the fair value of the underlying units as determined at the award's grant date, taking into account the probable outcome of the market condition being achieved, as well as the probable outcome of the performance condition.

• In December 2022, the Company awarded 200 Class K-P Units.

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The first three tranches each convert into 50 Class K LP Units (which are exchangeable on a one -for-one basis to Class A Shares) contingent and based upon the achievement of certain market conditions and continued service through February 28, 2025, 2026 and 2027, respectively, while the final tranche converts into a number of Class K LP Units (which are exchangeable on a one -for-one basis to Class A Shares) contingent and based upon the achievement of certain market conditions, defined benchmark results and continued service through February 28, 2028.

In February 2025, the first tranche of 50 Class K-P Units converted into 50 Class K LP Units upon the achievement of certain market and service conditions.

As this award contains market, performance and service conditions, the expense for this award will be recognized over the service period of the award and will reflect the fair value of the underlying units as determined at the award's grant date, taking into account the probable outcome of the market condition being achieved, as well as the probable outcome of the performance condition.

These Class K-P Units may convert into a maximum of 320 Class K LP Units, contingent upon the achievement of certain market conditions, defined benchmark results and continued service as described above.

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

The remaining Class K-P Units may convert into a maximum of 270 Class K LP Units, contingent upon the achievement of certain market conditions, defined benchmark results and continued service as described above.

• In June 2023, the Company awarded 60 Class K-P Units.

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These Class K-P Units may convert into 60 Class K LP Units contingent upon the achievement of certain market conditions and continued service, while additional units may be received upon conversion based on the level of defined benchmark results achieved.

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

• In June 2024, the Company awarded 328 Class K-P Units.

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These Class K-P Units may convert into 328 Class K LP Units contingent upon the achievement of certain market conditions and continued service, while additional units may be received upon conversion based on the level of defined benchmark results achieved.

• In February 2025, the Company awarded 35 Class K-P Units.

These Class K-P Units convert into a number of Class K LP Units (which are exchangeable on a one -for-one basis to Class A Shares) contingent and based upon the achievement of certain market conditions, defined benchmark results and continued service through April 1, 2029 for the first tranche, which consists of 17.5 Class K-P Units, and April 1, 2030 for the second tranche, which consists of 17.5 Class K-P Units.

As this award contains market, performance and service conditions, the expense for this award will be recognized over the service period of the award and will reflect the fair value of the underlying units as determined at the award's grant date, taking into account the probable outcome of the market condition being achieved, as well as the probable outcome of the performance condition.

These Class K-P Units may convert into a maximum of 100 Class K LP Units contingent upon the achievement of certain market conditions, defined benchmark results and continued service as described above.

• In February 2025, the Company also awarded 20 Class K-P Units.

These Class K-P Units convert into a number of Class K LP Units (which are exchangeable on a one -for-one basis to Class A Shares) contingent and based upon the achievement of certain market conditions, defined benchmark results and continued service through March 1, 2030 for the first tranche, which consists of 10 Class K-P Units, and March 1, 2031 for the second tranche, which consists of 10 Class K-P Units.

As this award contains market, performance and service conditions, the expense for this award will be recognized over the service period of the award and will reflect the fair value of the underlying units as determined at the award's grant date, taking into account the probable outcome of the market condition being achieved, as well as the probable outcome of the performance condition.

As of December 31, 2025, 693 unvested Class K-P Units were outstanding.

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The weighted-average period over which this compensation cost is expected to be recognized is 39 months.

In February 2025, the Company awarded 35 Class K-P Units.

In February 2025, the Company awarded 20 Class K-P Units.

These Class K-P Units convert into a number of Class K LP Units (which are exchangeable on a one -for-one basis to Class A Shares) contingent and based upon the achievement of certain market conditions, defined benchmark results and continued service through March 1, 2030 for the first tranche, which consists of 10 Class K-P Units, and March 1, 2031 for the second tranche, which consists of 10 Class K-P Units.

Class L Interests

In January 2023, 2024 and 2025, the Company's Board of Directors approved the issuance of Class L Interests of Evercore LP ("Class L Interests") to certain of the named executive officers of the Company, pursuant to which the named executive officers received 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 the named executive officers of the Company in respect of their service for 2022, 2023 and 2024, respectively.

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

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

The Company records expense related to these Class L Interests as part of its accrual for incentive compensation within Employee Compensation and Benefits on the Consolidated Statements of Operations.

In January 2025, the Company's Board of Directors approved the issuance of Class L Interests to certain of the named executive officers of the Company, 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.

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 the named executive officers of the Company in respect of their service for 2025.

In January 2026, the Company's Board of Directors approved the issuance of Class L Interests to certain of the named executive officers of the Company, 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

EVERCORE INC.

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(amounts in thousands, except per share amounts, unless otherwise noted)

made in lieu of any cash incentive compensation payments which may otherwise have been made to the named executive officers of the Company in respect of their service for 2026.

Stock Incentive Plan

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2025 Equity Grants.

During 2024, pursuant to the above Stock Incentive Plans, the Company granted employees 1,762 RSUs that are subject to service-based vesting requirements ("Service-based Awards").

During 2025, pursuant to the Third Amended 2016 Plan, the Company granted employees 1,872 RSUs that are subject to service-based vesting requirements ("Service-based Awards").

Service-based Awards granted during 2025 had grant date fair values of $ 193.07 to $ 332.61 per share, with an average value of $ 260.69 per share and generally vest ratably over four years .

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Granted 1,872 488,106

Modified ( 1 ) ( 25 )

Forfeited ( 83 ) ( 16,385 )

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In addition, in June 2024, the Company granted 30 RSUs which may convert into a maximum of 80 RSUs contingent and based upon the achievement of certain defined benchmark results and continued service through April 1, 2031.

The grant date fair value of these awards probable to vest as of December 31, 2024 was $ 6,971 , related to 36 RSUs which were probable of achievement, and compensation expense related to these units was $ 781 for the year ended December 31, 2024.

The grant date fair value of these awards probable to vest as of December 31, 2025 was $ 9,810 , related to 51 RSUs which were probable of achievement, and compensation expense related to these units was $ 2,096 and $ 781 for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, the total compensation cost related to the above unvested RSUs not yet recognized was $ 475,049 .

The ultimate amount of such expense is dependent upon the actual number of RSUs that vest.

The Company periodically assesses the forfeiture rates used for such estimates.

The weighted-average period over which this compensation cost is expected to be recognized is 30 months.

2023 Equity Grants.

During 2023 , the Company granted employees 2,492 RSUs that are Service-based Awards.

Service-based Awards granted during 2023 had grant date fair values of $ 107.89 to $ 148.49 per share, with an average value of $ 135.79

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per share, for an aggregate fair value of $ 338,363 .

periodically assesses the forfeiture rates used for such estimates.

The weighted-average period over which this compensation cost is expected to be recognized is 31 months.

2024 Equity Grants.

During 2024 , the Company granted employees 1,762 RSUs that are Service-based Awards.

Service-based Awards granted during 2024 had grant date fair values of $ 148.49 to $ 307.72 per share, with an average value of $ 186.80 per share, for an aggregate fair value of $ 329,226 .

During 2024 , 2,240 Service-based Awards vested, 135 Service-based Awards were forfeited and 1 Service-based awards were modified.

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Service-based Awards granted during 2023 had grant date fair values of $ 107.89 to $ 148.49 per share, with an average value of $ 135.79 per share, for an aggregate fair value of $ 338,363 .

During 2022 , 2,316 Service-based Awards vested and 184 Service-based Awards were forfeited.

During 2023 , 2,325 Service-based Awards vested, 190 Service-based Awards were forfeited and 1 Service-based awards were modified.

Compensation expense related to Service-based Awards was $ 280,094 for the year ended December 31, 2023.

Acquisition-related Awards

On October 1, 2025, in conjunction with the acquisition of Robey Warshaw, £ 71,250 ($ 95,767 ) was paid to the sellers in the form of 275 Class A Shares, of which £ 62,700 ($ 84,275 ) is subject to repayment if the sellers fail to provide service over a four-year period following closing.

The Company amortizes the payment subject to forfeiture over the requisite four-year service period.

Compensation expense related to this award was $ 6,058 for the year ended December 31, 2025.

As of December 31, 2025, the total remaining expense to be recognized pursuant to this arrangement over the future vesting period is $ 78,337 .

In conjunction with the acquisition of Robey Warshaw, the Company will also deliver consideration in the form of Class A Shares if certain defined benchmark results are exceeded over a five-year performance period, beginning January 1, 2026.

This consideration is treated as compensation for accounting purposes.

The expense for this award will be recognized over the five-year performance period of the award and will reflect the fair value of the Class A Shares as determined at the award's grant date, as well as the probable outcome of the performance condition.

The Company determined that the performance conditions related to this award were not probable of achievement as of December 31, 2025.

The Company also granted 46 Service-based Awards, included in the above 2025 Equity Grants, to certain former employees of Robey Warshaw, who joined the Company, as retention awards.

These awards had a grant date fair value of $ 15,419 and vest over a four-year service period.

The Company will recognize expense for these awards ratably over the service period.

Compensation expense related to these awards was $ 825 for the year ended December 31, 2025, included in the above 2025 Equity Grants.

Deferred Cash

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Amounts due pursuant to this program are expensed over the requisite service period of the award and are reflected in Accrued Compensation and Benefits on the Consolidated Statement of Financial Condition.

Other Deferred Cash Awards – In November 2016, the Company granted a restricted cash award in conjunction with the appointment of the Chief Executive Officer (then Executive Chairman) with a payment amount of $ 35,000 , of which $ 11,000 vested on March 1, 2019 and $ 6,000 vested on each of March 1, 2020, 2021, 2022 and 2023, upon the achievement of service conditions.

In 2017, the Company granted deferred cash awards of $ 29,500 to certain employees.

These awards vested in five equal installments over the period ending June 30, 2022, subject to continued employment.

The Company recognized expense for these awards ratably over the vesting period.

During 2024 and 2022, the Company granted $ 6,662 and $ 19,861 , respectively, of deferred cash awards to certain employees.

These awards vest ratably over one to two years .

In addition, the Company periodically grants other deferred cash awards to certain employees.

The Company recognizes expense for these awards ratably over the vesting period.

Other Deferred Cash Awards – During 2025, 2024 and 2022, the Company granted $ 11,410 , $ 6,662 and $ 19,861 , respectively, of deferred cash awards to certain employees.

These awards generally vest ratably over one to two years .

In November 2016, the Company granted a restricted cash award in conjunction with the appointment of the Chief Executive Officer (then Executive Chairman) with a payment amount of $ 35,000 , of which $ 11,000 vested on March 1, 2019 and $ 6,000 vested on each of March 1, 2020, 2021, 2022 and 2023, upon the achievement of service conditions.

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

The Company also periodically grants performance-based deferred cash awards to certain employees.

Compensation expense related to other deferred cash awards was $ 14,023 , $ 9,821 and $ 11,922 for the years ended December 31, 2025, 2024 and 2023, respectively.

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Long-term Incentive Plan

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

and January 1, 2021 (the "2021 Long-term Incentive Plan", which ended on December 31, 2024).

The Company's Long-term Incentive Plans provide for incentive compensation awards for Investment Banking Senior Managing Directors, excluding executive officers of the Company, 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), January 1, 2021 (the "2021 Long-term Incentive Plan", which ended on December 31, 2024) and January 1, 2025 (the "2025 Long-term Incentive Plan", which was approved by the Company's Board of Directors in April 2025).

The vesting period for the 2017 Long-term Incentive Plan ended on March 15, 2023 and in conjunction with this plan, the Company distributed cash payments of $ 48,331 in the year ended December 31, 2023, $ 3,940 in the year ended December 31, 2022 and $ 92,938 in the year ended December 31, 2021 (including the first cash distribution made in March 2021 of $ 48,461 , and an additional cash distribution made in December 2021 of $ 44,477 , related to the acceleration of certain amounts due in the first quarter of 2022).

As of December 31, 2024, the Company has accrued $ 164,893 pursuant to the 2021 Long-term Incentive Plan, including $ 71,086 within Accrued Compensation and Benefits and $ 93,807 within Other Long-term Liabilities, on the Consolidated Statement of Financial Condition.

Amounts due are to be paid in cash or Class A Shares, at the Company's discretion, in the first quarter of 2025, 2026 and 2027, subject to employment at the time of payment.

In conjunction with the 2021 Long-term Incentive Plan, the Company distributed cash payments of $ 71,522 in the year ended December 31, 2025.

Remaining amounts due pursuant to these plans are to be paid in cash or Class A Shares, at the Company's 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.

As of December 31, 2025, the Company has accrued $ 164,146 pursuant to the 2021 and 2025 Long-term Incentive Plans, including $ 72,026 within Accrued Compensation and Benefits and $ 92,120 within Other Long-term Liabilities, on the Consolidated Statement of Financial Condition.

The Company periodically assesses the probability of the benchmarks being achieved and expenses the probable payout over the requisite service period of the award.

The Company recorded compensation expense related to these plans of $ 69,067 , $ 36,541 and $ 40,028 for the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2025, the total remaining expense to be recognized for the 2021 Long-term Incentive Plan over the future vesting period ending March 15, 2027 is $ 17,744 .

As of December 31, 2025, the total remaining expense to be recognized for the 2025 Long-term Incentive Plan over the future vesting period ending March 14, 2031, based on the current anticipated probable payout for the plan, is $ 240,492 .

6 unchanged sentences

The total income tax benefit related to share-based compensation arrangements recognized in the Company's Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 was $ 92,766 , $ 76,332 and $ 68,442 , respectively.

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

Separation and Transition Benefits

8 unchanged sentences

For the year ended December 31, 2023, the Company incurred Termination Costs of $ 7,843 and expenses related to the acceleration of the amortization of share-based payments previously granted to affected employees of $ 7,895 (related to 76 RSUs).

These expenses are recorded in Employee Compensation and Benefits, within the Investment Banking & Equities segment, on the Company's Consolidated Statements of Operations.

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

In conjunction with the wind-down of the Company's operations in Mexico, for the year ended December 31, 2022 , the Company incurred expenses related to separation benefits of $ 2,123 , which are recorded within Special Charges, Including Business Realignment Costs, on the Company's Consolidated Statement of Operations and are included within the above Termination Costs.

See Note 6 for further information .

These expenses are recorded in Employee Compensation and Benefits, principally within the Investment Banking & Equities segment, on the Company's Consolidated Statements of Operations.

Note 19 – Commitments and Contingencies

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Such commitments are satisfied in cash and are generally required to be made as investment opportunities are consummated by the private equity funds.

Lines of Credit – Evercore Partners Services East L.L.C.

("East") previously held $ 30,000 secured and $ 55,000 unsecured revolving credit facilities with PNC Bank, National Association ("PNC"), which matured on October 27, 2024.

On October 28, 2024, upon maturity of its $ 30,000 secured and $ 55,000 unsecured credit facilities with PNC, the Company established a new revolving credit facility with PNC in an aggregate principal amount of up to $ 85,000 (the "PNC Facility") to be used for working capital and other corporate activities.

Lines of Credit – On July 10, 2025, the Company amended its $ 85,000 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 $ 225,000 (the "PNC Facility") to be used for working capital and other corporate activities.

The facility is unsecured.

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The Company and its 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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The Company expects to pay to the counterparties to the Tax Receivable Agreement $ 10,264 within one year or less, $ 17,466 in one to three years, $ 11,674 in three to five years and $ 30,439 after five years.

Other Commitments – The Company had a commitment for contingent consideration related to the purchase of the outstanding Class R Interests of Private Capital Advisory L.P.

from employees of the RECA business in 2021, which was fully paid as of December 31, 2024.

See Note 16 for further information.

Other Commitments – The Company entered into commitments to pay additional consideration, including contingent consideration and certain other contingent compensation arrangements related to its acquisition of Robey Warshaw in 2025.

See Notes 5 and 18 for further information.

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

Restricted Cash – The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Statements of Financial Condition that sum to the total of amounts shown in the Consolidated Statements of Cash Flows:

6 unchanged sentences

Foreign Exchange – Periodically, the Company enters into foreign currency exchange forward contracts as an economic hedge against exchange rate risk for foreign currency denominated accounts receivable or other commitments.

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

entered into a foreign currency exchange forward contract during the first quarter of 2023 to buy 30,000 British Pounds sterling for $ 36,903 , which settled during the third quarter of 2023, and resulted in a loss of $ 303 .

Upon settlement, the Company entered into a new foreign currency exchange forward contract to buy 30,000 British Pounds sterling for $ 36,675 , which settled during 2024, and resulted in a loss of $ 347 for the year ended December 31, 2024.

The contract was recorded at its fair value of $ 1,585 as of December 31, 2023, and is included within Other Current Assets on the Consolidated Statement of Financial Condition.

During 2025, the Company entered into foreign currency exchange forward contracts to buy 200,000 British Pounds sterling for $ 270,600 and to sell 71,250 British Pounds sterling for $ 96,401 , both of which settled in 2025.

The Company recorded a net loss on these contracts of $ 1,055 for the year ended December 31, 2025, which is included within Other Revenue, Including Interest and Investments, on the Consolidated Statement of Operations.

During the first quarter of 2023, the Company entered into a foreign currency exchange forward contract to buy 30,000 British Pounds sterling for $ 36,903 , which settled during the third quarter of 2023, and resulted in a loss of $ 303 for the year ended December 31, 2023, which is included within Other Revenue, Including Interest and Investments, on the Consolidated Statement of Operations.

Upon settlement, the Company entered into a foreign currency exchange forward contract to buy 30,000 British Pounds sterling for $ 36,675 , which settled during 2024, and resulted in a loss of $ 347 for the year ended December 31, 2024, which is included within Other Revenue, Including Interest and Investments, on the Consolidated Statement of Operations.

Contingencies

In the normal course of business, from time to time, the Company and its affiliates are involved in judicial or regulatory proceedings, arbitration or mediation concerning matters arising in connection with the conduct of its businesses, including contractual and employment matters.

In addition, United Kingdom, German, Hong Kong, Singapore, Canadian, Dubai and United States government agencies and self-regulatory organizations, as well as state securities commissions in the United States, conduct periodic examinations and initiate administrative proceedings regarding the Company's business, including, among other matters, accounting and operational matters, that can result in censure, fine, the issuance of cease-and-desist orders or the suspension or expulsion of a broker-dealer, investment advisor, or its directors, officers or employees.

In addition, United Kingdom, German, Hong Kong, Singapore, Canadian, Dubai, Saudi, Indonesian and United States government agencies and self-regulatory organizations, as well as state securities commissions in the United States, conduct periodic examinations and initiate administrative proceedings regarding the Company's business, including, among other matters, accounting and operational matters, that can result in censure, fine, the issuance of cease-and-desist orders or the suspension or expulsion of a broker-dealer, investment advisor, or its directors, officers or employees.

In view of the inherent difficulty of determining whether any loss in connection with such matters is probable and whether the amount of such loss can be reasonably estimated, particularly in cases where claimants seek substantial or indeterminate damages or where investigations and proceedings are in the early stages, the Company cannot estimate the amount of such loss or range of loss, if any, related to such matters, how or if such matters will be resolved, when they will ultimately be resolved, or what the eventual settlement, fine, penalty or other relief, if any, might be.

6 unchanged sentences

Although management believes it has applied these laws, regulations and treaties in a compliant manner, a recent interpretation reached by a judicial authority has challenged the employment tax treatment of members of a partnership which is not affiliated with the Company.

While that challenge remains subject to a judicial review process, and the Company and its subsidiaries are not a party to the proceedings, the ultimate outcome may adversely impact the Company’s tax position.

While that challenge remains subject to a

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

judicial review process, and the Company and its subsidiaries are not a party to the proceedings, the ultimate outcome may adversely impact the Company’s tax position.

Note 20 – Regulatory Authorities

10 unchanged sentences

Equities affiliate, are regulated by the Financial Conduct Authority.

The aggregate regulatory net capital of these affiliates as of December 31, 2024 and 2023 was $ 232,039 and $ 184,981 , respectively, which exceeded the minimum requirement by $ 139,208 and $ 98,805 , respectively.

The aggregate regulatory capital of these affiliates as of December 31, 2025 and 2024 was $ 571,742 and $ 232,039 , respectively, which exceeded the minimum requirement by $ 272,911 and $ 139,208 , respectively.

Certain other non-U.S.

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These subsidiaries are in excess of their local capital adequacy requirements at December 31, 2025.

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

Note 21 – Income Taxes

3 unchanged sentences

In October 2021, members of the Organization for Economic Co-operation and Development ("OECD") agreed on a two-pillar tax framework to realign international taxation with economic activities, including a coordinated set of rules designed to ensure large multinational enterprises pay a minimum 15% tax rate across all jurisdictions, known as Pillar Two.

The implications of these rules begin to take effect for corporations in 2024, as jurisdictions enact legislation in line with the OECD rules and related guidance.

The Company is evaluating the current and proposed legislation of Pillar Two and does not expect it to materially impact the Company's effective tax rate in the future.

has not yet adopted these rules, but several countries have enacted Pillar Two with an effective date beginning January 1, 2024.

The impact of Pillar Two on the Company's effective tax rate during the year was not material and it is not expected to materially impact the Company's effective tax rate in the future.

Additionally, the Company is subject to the income tax effects associated with the global intangible low-taxed income ("GILTI") provisions in the period incurred.

For the years ended December 31, 2025, 2024 and 2023, no additional income tax expense associated with the GILTI provisions has been recognized.

On July 4, 2025, the United States enacted House Resolution 1 of the 119th Congress ("the Act").

The Act makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and beginning after December 31, 2025, updates for Net CFC Tested Income (formerly GILTI), which is not expected to materially impact the Company’s effective tax rate for the year.

The following table presents the U.S.

7 unchanged sentences

(1) Net of Noncontrolling Interest.

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

The components of the provision for income taxes reflected on the Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 consist of:

13 unchanged sentences

(amounts in thousands, except per share amounts, unless otherwise noted)

A reconciliation of the domestic and foreign components between the Company's federal statutory income tax rate and effective income tax rate for the year ended December 31, 2025 is as follows:

Amount Percent

Federal Statutory Income Tax Rate $ 166,701 21.0 %

Domestic State and Local Income Taxes, Net of Federal Benefit (1)

Foreign Tax Effects:

United Kingdom

Statutory rate difference between United Kingdom and U.S.

Excess tax benefits on share-based awards ( 9,515 ) ( 1.2 ) %

Other 2,415 0.3 %

Statutory rate difference between France and U.S.

Gain on sale of business 15,906 2.0 %

Other ( 100 ) — %

Other foreign jurisdictions 857 0.1 %

Effect of Cross-Border Tax Laws:

Foreign tax credits ( 14,735 ) ( 1.9 ) %

Other foreign jurisdictions

Foreign tax credits 1,449 0.2 %

Research and development tax credits ( 1,328 ) ( 0.2 ) %

Non-Taxable or Non-Deductible Items:

Non-deductible senior executive compensation 23,818 3.0 %

Excess tax benefits on share-based awards ( 61,399 ) ( 7.7 ) %

Rate benefit as a flow through ( 10,802 ) ( 1.4 ) %

Other 3,099 0.4 %

Effective Income Tax Rate $ 153,107 19.3 %

(1) State and local income taxes in New York City, New York State and California comprise the majority of the state and local income taxes, net of federal benefit, as of December 31, 2025.

A reconciliation between the federal statutory income tax rate and the Company's effective income tax rate for the years ended December 31, 2024 and 2023 is as follows:

For the Years Ended December 31,

2024 2023 2022

Reconciliation of Federal Statutory Tax Rates:

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Non-Deductible Expenses (1)

2.3 % 2.0 % 1.0 %

ASU 2016-09 Benefit for Stock Compensation ( 6.6 ) % ( 3.7 ) %

3 unchanged sentences

(1) Primarily related to non-deductible share-based compensation expense.

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

The effective tax rate for the years ended December 31, 2025, 2024 and 2023 reflects the application of ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09"), which requires that the tax deduction associated with the appreciation or depreciation in the Company's share price upon vesting of employee share-based awards above or below the original grant price be reflected in income tax expense.

The Company's Provision for Income Taxes reflects an additional tax benefit of $ 78,518 , $ 35,086 and $ 13,699 for the years ended December 31, 2025, 2024 and 2023, respectively, related to the application of ASU 2016-09, and resulted in a reduction in the effective tax rate of 9.9 , 6.6 and 3.7 percentage points for the years ended December 31, 2025, 2024 and 2023, respectively.

The effective tax rate for 2024, 2023 and 2022 also reflects the effect of certain nondeductible expenses, including expenses related to Class I-P and K-P Units, as well as the noncontrolling interest associated with LP Units and other adjustments.

The effective tax rate for 2025, 2024 and 2023 also reflects the effect of certain nondeductible expenses, including expenses related to Class K-P Units, as well as the noncontrolling interest associated with LP Units and other adjustments.

Deferred income taxes are provided for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the Consolidated Statements of Financial Condition.

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Total Deferred Tax Assets $ 458,114 $ 422,836

Valuation Allowance ( 5,279 ) ( 5,279 )

Total Deferred Tax Assets Net of Valuation Allowance $ 452,835 $ 417,557

Deferred Tax Liabilities:

2 unchanged sentences

Total Deferred Tax Liabilities $ 160,127 $ 133,049

Net Deferred Tax Assets Before Valuation Allowance 289,787 283,237

Valuation Allowance ( 5,279 ) ( 17,423 )

Net Deferred Tax Assets $ 297,361 $ 284,508

Net Deferred Tax Liabilities $ 4,652 $ —

(1) Step-up in the tax basis associated with the exchange of LP Units for holders which have a tax receivable agreement.

(2) Step-up in the tax basis associated with the exchange of LP Units for holders which do not have a tax receivable agreement.

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

The $ 18,694 increase in net deferred tax assets from December 31, 2023 to December 31, 2024 was primarily related to additions to deferred compensation expense exceeding the grant date value of prior awards which vested during the period, included in Compensation and Benefits, including the impact of the excess current year step-ups in the basis of the tangible and intangible assets of Evercore LP over amortization, as discussed below, and the wind-down of the operations in Mexico for tax purposes.

In addition, as of December 31, 2024, management weighted both the positive and negative evidence and concluded that it was appropriate to decrease the valuation allowance by $ 12,144 , attributable to the wind-down of the Company's operations in Mexico.

During 2024, the LP holders exchanged 141 Class A and Class E LP Units for Class A Shares, which resulted in an increase in the tax basis of the tangible and intangible assets of Evercore LP.

The $ 12,853 increase in net deferred tax assets from December 31, 2024 to December 31, 2025 was primarily related to additions to deferred compensation expense exceeding the grant date value of prior awards which vested during the period, included in Compensation and Benefits, including the impact of the excess current year step-ups in the basis of the tangible and intangible assets of Evercore LP over amortization, as discussed below.

Net deferred tax liabilities in 2025 resulted from the tax effects of the Robey Warshaw acquisition.

During 2025, the LP holders exchanged 117 Class A, Class E and Class K LP Units for Class A Shares, which resulted in an increase in the tax basis of the tangible and intangible assets of Evercore LP.

The exchange of certain Class E and Class A LP Units resulted in a $ 9,353 step-up in the tax basis of the tangible and intangible assets of Evercore LP and a corresponding increase to Additional Paid-In Capital on the Company's Consolidated Statement of Financial Condition as of December 31, 2025.

1 unchanged sentence

The agreement provides for a payment to the LP Unit holders of 85 % of the cash tax savings (if any), resulting from the increased tax benefits from the exchange and for the Company to retain 15 % of such benefits.

Accordingly, Deferred Tax Assets, Amounts Due Pursuant to Tax Receivable Agreements and Additional Paid-In Capital increased $ 13,510 , $ 11,484 and $ 2,027 , respectively, on the Company's Consolidated Statement of Financial Condition as of December 31, 2024.

Accordingly, Deferred Tax Assets, Amounts Due Pursuant to Tax Receivable Agreements and Additional Paid-In Capital increased $ 20,966 , $ 17,821 and

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

$ 3,145 , respectively, on the Company's Consolidated Statement of Financial Condition as of December 31, 2025.

See Note 15 for further discussion.

The Company recorded an increase in deferred tax assets of $ 20 associated with changes in Unrealized Gain (Loss) on Securities and Investments and an increase of $ 3,772 associated with changes in Foreign Currency Translation Adjustment Gain (Loss), in Accumulated Other Comprehensive Income (Loss) for the year ended December 31, 2024.

The Company recorded an increase in deferred tax assets of $ 25 associated with changes in Unrealized Gain (Loss) on Securities and Investments and a decrease of $ 8,291 associated with changes in Foreign Currency Translation Adjustment Gain (Loss), in Accumulated Other Comprehensive Income (Loss), for the year ended December 31, 2025.

A reconciliation of the changes in tax positions for the years ended December 31, 2025, 2024 and 2023 is as follows:

8 unchanged sentences

As of December 31, 2025, there were $ 126 of unrecognized tax benefits that, if recognized, $ 103 would affect the effective tax rate.

Related to the unrecognized tax benefits, the Company accrued interest and penalties of $ 73 and $ 4 , respectively, during the year ended December 31, 2024.

Related to the unrecognized tax benefits, the Company accrued interest and an adjustment to penalties of $ 231 and ($ 13 ), respectively, during the year ended December 31, 2025.

In addition, during the year ended December 31, 2025, the Company reached an audit settlement with the Tax Authorities and $ 384 of unrecognized tax benefits were recognized by the Company, of which $ 313 affected the effective tax rate.

The Company also recognized a tax benefit for the accrued interest and penalties of $ 24 and $ 9 , respectively, during the year ended December 31, 2024, associated with the audit settlement.

The Company also recognized a tax benefit for the accrued interest of $ 581 during the year ended December 31, 2025, associated with the audit settlement.

As of December 31, 2024, there were $ 380 of unrecognized tax benefits that, if recognized, $ 309 would affect the effective tax rate.

Related to the unrecognized tax benefits, the Company accrued interest and penalties of $ 73 and $ 4 , respectively, during the year ended December 31, 2024.

In addition, during the year ended December 31, 2024, the Company reached an audit settlement with the Tax Authorities and $ 58 of unrecognized tax benefits were recognized by the Company, of which $ 47 affected the effective tax rate.

The Company also recognized a tax benefit for the accrued interest and penalties of $ 24 and $ 9 , respectively, during the year ended December 31, 2024, associated with the audit settlement.

As of December 31, 2023, there were $ 359 of unrecognized tax benefits that, if recognized, $ 292 would affect the effective tax rate.

1 unchanged sentence

and various state, local and foreign jurisdictions.

The Company and its affiliates are currently under examination by Illinois for tax years 2020 through 2021, New York City for tax years 2014 through 2017 and 2019 through 2021, and New York State for tax years 2019 through 2021.

With a few exceptions, the Company is no longer subject to U.S.

federal, state, local or foreign examinations by taxing authorities for years before 2019.

The Company and its affiliates are currently under examination by California for tax years 2021 and 2022, Illinois for tax years 2020 through 2021, New York City for tax years 2018 through 2021, New York State for tax years 2019 through 2021 and Pennsylvania for tax

EVERCORE INC.

1 unchanged sentence

(amounts in thousands, except per share amounts, unless otherwise noted)

years 2022 through 2023.

With a few exceptions, the Company is no longer subject to U.S.

federal, state, local or foreign examinations by taxing authorities for years before 2020.

Detail of the Company's income tax payments made during the year ended December 31, 2025 is as follows:

Federal $ 52,070

State and Local

New York State 9,204

New York City 11,434

State and Local Subtotal 27,045

United Kingdom 35,894

Foreign Subtotal 38,197

Total Income Taxes Paid $ 117,312

Note 22 – Concentrations of Credit Risk

19 unchanged sentences

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

As of December 31, 2024, total contract assets recorded in Other Current Assets and Other Assets amounted to $ 62,379 and $ 14,477 , respectively.

As of December 31, 2025, total contract assets recorded in Other Current Assets and Other Assets amounted to $ 147,444 and

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

$ 27,905 , respectively.

As of December 31, 2024, total contract assets recorded in Other Current Assets and Other Assets amounted to $ 62,379 and $ 14,477 , respectively.

8 unchanged sentences

Investment Banking & Equities and Investment Management.

The Investment Banking & Equities segment includes providing advice to clients on significant mergers, acquisitions, divestitures and other strategic corporate transactions, as well as services related to securities underwriting, private placement services and commissions for agency-based equity trading services and equity

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

The Investment Banking & Equities segment also includes interests in Seneca Evercore and Luminis (through September 2024), which are accounted for under the equity method of accounting.

The Investment Management segment includes Wealth Management and interests in private equity funds which are not managed by the Company, as well as interests in Atalanta Sosnoff and ABS (through July 2024), which are accounted for under the equity method of accounting.

The Investment Banking & Equities segment also includes an interest in Seneca Evercore, which is accounted for under the equity method of accounting, and previously included an interest in Luminis (through September 2024).

The Investment Management segment includes Wealth Management and interests in private equity funds which are not managed by the Company, as well as an interest in Atalanta Sosnoff, which is accounted for under the equity method of accounting, and previously included an interest in ABS (through July 2024).

The Company's segment information is prepared using the following methodology:

5 unchanged sentences

• Gains on the sale of the Company's interests in ABS in 2024 and 2022.

• A gain on the sale of the remaining portion of the Company's interest in ABS in 2024.

See Note 10 for further information

3 unchanged sentences

• Realized and unrealized gains and losses on interests in private equity funds which are not managed by the Company

• Interest expense associated with the Company’s Notes Payable and lines of credit

• Interest expense associated with the Company’s Notes Payable, lines of credit and other financing arrangements, including interest expense related to deferred acquisition consideration and mandatorily redeemable interests

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

• Adjustments to amounts due pursuant to the Company’s tax receivable agreement, subsequent to its initial establishment, related to changes in enacted tax rates

Each segment's expenses include:

a) employee compensation and benefits expenses that are incurred directly in support of the segment and b) non-compensation expenses, which include expenses for premises and occupancy, professional fees, travel and entertainment, communications and information services, execution, clearing and custody fees, equipment and indirect support costs (including compensation and other operating expenses related thereto) for corporate services.

a) employee compensation and benefits expenses that are incurred directly in support of the segment and b) non-compensation expenses, which include expenses for premises and occupancy, professional fees, travel and entertainment, technology and information services, execution, clearing and custody fees, equipment and indirect support costs (including compensation and other operating expenses related thereto) for corporate services.

Such corporate services include, but are not limited to, accounting, tax, legal, technology, human capital, facilities management and senior management activities.

2 unchanged sentences

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

• 2022 – Expenses related to charges associated with the prepayment of the Company's Series B Notes, as well as certain professional fees, separation benefits and other charges related to the wind-down of the Company's operations in Mexico

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

The prior period reclassifications from "Professional Fees" to "Technology and Information Services" for the Investment Banking & Equities segment are $ 38,536 and $ 34,146 for the years ended December 31, 2024 and 2023, respectively.

See Note 2 for further information.

The prior period reclassifications from "Professional Fees" to "Technology and Information Services" for the Investment Management segment are $ 985 and $ 914 for the years ended December 31, 2024 and 2023, respectively.

See Note 2 for further information.

The Company evaluates segment results based on net revenues and pre-tax income.

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The following information presents each segment's contribution.

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

For the Years Ended December 31,

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Identifiable Segment Assets $ 5,358,097 $ 4,173,971 $ 3,703,298

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

(1) Net Revenues include Other Revenue, net, allocated to the segments as follows:

5 unchanged sentences

Total Other Revenue, net $ 79,045 $ 88,326 $ 81,246

(A) Other Revenue, net, from the Investment Banking & Equities segment includes interest expense on the Notes Payable and lines of credit of $ 16,768 , $ 16,717 and $ 16,850 for the years ended December 31, 2024, 2023 and 2022, respectively.

(A) Other Revenue, net, from the Investment Banking & Equities segment includes interest expense on the Notes Payable, lines of credit and other financing arrangements, including interest expense related to deferred acquisition consideration and mandatorily redeemable interests of $ 24,264 , $ 16,768 and $ 16,717 for the years ended December 31, 2025, 2024 and 2023, respectively.

(2) Non-Compensation expenses are as follows:

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

For the Years Ended December 31,

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

Professional Fees 130,397 104,099 103,378

Professional Fees (A)

98,531 91,861 69,953

Travel and Related Expenses 94,515 78,519 63,798

Communications and Information Services 78,555 68,937 60,181

Technology and Information Services (A)

141,413 117,091 103,083

Depreciation and Amortization 32,098 24,141 23,943

Execution, Clearing and Custody Fees 10,654 11,487 10,724

Acquisition and Transition Costs 9,858 — —

Other Operating Expenses 54,926 44,554 39,627

2 unchanged sentences

Occupancy and Equipment Rental $ 2,475 $ 2,349 $ 2,149

Professional Fees 5,329 4,702 4,910

Professional Fees (B)

4,513 4,344 3,788

Travel and Related Expenses 1,097 927 729

Communications and Information Services 2,919 2,666 2,461

Technology and Information Services (B)

4,809 3,904 3,580

Depreciation and Amortization 459 327 405

3 unchanged sentences

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

Professional Fees 135,726 108,801 108,288

Professional Fees (C)

103,044 96,205 73,741

Travel and Related Expenses 95,612 79,446 64,527

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

Technology and Information Services (C)

146,222 120,995 106,663

Depreciation and Amortization 32,557 24,468 24,348

Execution, Clearing and Custody Fees 12,499 13,211 12,275

Acquisition and Transition Costs 9,858 — —

Other Operating Expenses 56,468 46,060 41,135

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

(A) The Company reclassified $ 38,536 and $ 34,146 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 Note 2 for further information.

(B) The Company reclassified $ 985 and $ 914 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 Note 2 for further information.

(C) The Company reclassified $ 39,521 and $ 35,060 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 for further information.

EVERCORE INC.

7 unchanged sentences

$ 3,067,300 $ 2,331,369 $ 1,826,861

Europe, Middle East and Africa ("EMEA") 503,496 469,694 534,784

EMEA 626,250 503,496 469,694

Asia-Pacific 83,225 56,402 48,148

35 unchanged sentences

Class B, par value $ 0.01 per share ( 1,000,000 shares authorized, 45 and 46 issued and outstanding at December 31, 2024 and 2023, respectively)

Class B, par value $ 0.01 per share ( 1,000,000 shares authorized, 45 issued and outstanding at both December 31, 2025 and 2024)

Additional Paid-In Capital 4,024,496 3,510,356

40 unchanged sentences

Other Assets 5,439 11,660 6,989

Increase (Decrease) in Operating Liabilities:

Taxes Payable — — ( 13,075 )

Net Cash Provided by (Used in) Operating Activities ( 71,506 ) ( 63,501 ) ( 47,780 )

12 unchanged sentences

SUPPLEMENTAL CASH FLOW DISCLOSURE

Payments for Interest $ 19,896 $ 16,214 $ 16,181

Payments for Income Taxes $ 72,092 $ 64,121 $ 48,850

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At December 31, 2025, the Company has issued 87,573 Class A Shares.

The Company canceled two shares of Class B common stock, which were held by limited partners of Evercore LP, and granted one share of Class B common stock during 2024.

The Company canceled two shares of Class B common stock, which were held by limited partners of Evercore LP, and granted two share of Class B common stock during 2025.

During 2025, the Company purchased 955 Class A Shares from employees at an average cost per share of $ 284.01 , primarily for the net settlement of stock-based compensation awards, and 1,443 Class A Shares at an average cost per share of $ 269.74 pursuant to the Company's share repurchase program.

The result of these purchases was an increase in Treasury Stock of $ 660,593 (excluding $ 466 of excise tax levied on share repurchases, net of issuances) on the Company's Statement of Financial Condition as of December 31, 2025.

Treasury shares are repurchased by a subsidiary of Evercore Inc.

Treasury shares are repurchased by an indirect subsidiary of Evercore Inc.

During the year ended December 31, 2025, the Company declared and paid dividends of $ 3.32 per share, totaling $ 128,489 , which were wholly funded by the Company's sole subsidiary, Evercore LP, and accrued deferred cash dividends on unvested and vested RSUs, totaling $ 15,537 .

3 unchanged sentences

On March 30, 2016, the Company issued an aggregate of $ 170,000 of senior notes (the "2016 Private Placement Notes"), including:

$ 38,000 aggregate principal amount of its 4.88 % Series A senior notes which were due March 30, 2021 (the "Series A Notes"), $ 67,000 aggregate principal amount of its 5.23 % Series B senior notes originally due March 30, 2023 (the "Series B Notes"), $ 48,000 aggregate principal amount of its 5.48 % Series C senior notes due March 30, 2026 and $ 17,000 aggregate principal amount of its 5.58 % Series D senior notes due March 30, 2028, pursuant to a note purchase agreement dated as of March 30, 2016, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.

In March 2021, the Company repaid the $ 38,000 aggregate principal amount of its Series A Notes.

On June 28, 2022, the Company prepaid the $ 67,000 aggregate principal amount of its Series B Notes plus the applicable make-whole amount.

$ 38,000 aggregate principal amount of its 4.88 % Series A senior notes which were due and repaid on March 30, 2021 (the "Series A Notes"), $ 67,000 aggregate principal amount of its 5.23 % Series B senior notes originally due March 30, 2023 and prepaid on June 28, 2022 (the "Series B Notes"), $ 48,000 aggregate principal amount of its 5.48 % Series C senior notes due March 30, 2026 and $ 17,000 aggregate principal amount of its 5.58 % Series D senior notes due March 30, 2028, pursuant to a note purchase agreement dated as of March 30, 2016 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, the Company issued $ 175,000 and £ 25,000 of senior unsecured notes (the "2019 Private Placement 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:

$ 75,000 aggregate principal amount of its 4.34 % Series E senior notes due August 1, 2029, $ 60,000 aggregate principal amount of its 4.44 % Series F senior notes due August 1, 2031, $ 40,000 aggregate principal amount of its 4.54 % Series G senior notes due August 1, 2033 and £ 25,000 aggregate principal amount of its 3.33 % Series H senior notes due August 1, 2033, each of which were issued pursuant to a note purchase agreement dated as of August 1, 2019 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.

EVERCORE INC.

1 unchanged sentence

(amounts in thousands, except per share amounts, unless otherwise noted)

Series H senior notes due August 1, 2033, each of which were issued pursuant to a note purchase agreement dated as of August 1, 2019, 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, the Company issued $ 38,000 aggregate principal amount of its 1.97 % Series I senior notes due August 1, 2025 (the "2021 Private Placement Notes"), pursuant to a 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, the Company issued $ 67,000 aggregate principal amount of its 4.61 % Series J senior notes due November 15, 2028 (the "2022 Private Placement Notes"), pursuant to a 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.

On March 29, 2021, the Company issued $ 38,000 aggregate principal amount of its 1.97 % Series I senior notes which were due August 1, 2025 (the "Series I Notes" or the "2021 Private Placement Notes"), pursuant to a 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.

In August 2025, the Company repaid the $ 38,000 aggregate principal amount of its Series I Notes.

On June 28, 2022, the Company issued $ 67,000 aggregate principal amount of its 4.61 % Series J senior notes due November 15, 2028 (the "2022 Private Placement Notes"), pursuant to a note purchase agreement dated as of June 28, 2022 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, the Company issued an aggregate of $ 250,000 of senior notes notes (the "2025 Private Placement Notes"), including:

$ 125,000 aggregate principal amount of its 5.17 % Series K senior notes due July 24, 2030 and $ 125,000 aggregate principal amount of its 5.47 % Series L senior notes due July 24, 2032, pursuant to a note purchase agreement dated as of July 10, 2025, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.

The Company intends 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.

Note E – Commitments and Contingencies

3 unchanged sentences

The company expects to pay to the counterparties to the Tax Receivable Agreement $ 10,264 within one year or less, $ 17,466 in one to three years, $ 11,674 in three to five years and $ 30,439 after five years.

T a b l e o f C o n t e n t s

SUPPLEMENTAL FINANCIAL INFORMATION

Not applicable.

T a b l e o f C o n t e n t s

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data