What changed in this filing

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Item 1A. Risk Factors

2026-02-19 compared with 2025-02-19 · 103 added, 130 removed, 257 unchanged (48% of the section changed)

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Operational risk relates to risks arising from systems, processes, people and external events that affect the operation of our businesses.

It includes information management and data protection and security, including cyber security;

It includes information management and data protection and security, including cybersecurity;

supply chain and business disruption;

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Our organizational agility underpins our ability to mitigate many other risks, minimize impacts from adverse events, and capitalize upon opportunities when presented.

The sheer size of our company -with over 112,000 employees across more than 80 countries - makes change-management and responsiveness challenging.

Any global change is a complex undertaking as we are required to comply with the numerous and often contradictory local regulatory environments while achieving the objective of the change.

Insufficient proactive and reactive organizational agility to industry trends and other external factors may negatively impact our operational results and cause loss of market share and negatively impact the differentiated services we provide as compared to our competitors.

Lack of responsiveness in a timely fashion could result in negative financial impact and reputational damage.

The sheer size and footprint of our company - with over 113,000 employees across more than 80 countries - makes change-management and responsiveness challenging.

Any global change is a complex undertaking.

Insufficient proactive and reactive organizational agility and responsiveness to industry trends and other external factors may negatively impact our results, reputation, and the differentiated services we provide as compared to our competitors.

WE MAY FACE CHALLENGES IN RETAINING OUR SENIOR MANAGEMENT, MAINTAINING OUR WORKFORCE CULTURE, AND ATTRACTING AND DEVELOPING QUALIFIED EMPLOYEES.

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The competitive nature of our industry presents ongoing challenges for retaining and attracting skilled personnel with relevant industry experience and knowledge.

As we continue to grow and expand our workforce, these challenges may intensify.

Regional and national labor policies, which can be difficult to predict, may indirectly impact our ability to retain and attract key personnel.

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Failing to address this need promptly could affect our ability to adapt to changing market conditions.

Clearly defining and championing our organizational values and expectations is crucial for fostering employee engagement and reducing turnover.

OUR RELIANCE ON THIRD PARTIES COULD EXPOSE US TO INCREASED ECONOMIC AND REPUTATIONAL HARM.

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If our third parties do not have the proper safeguards and controls in place, or if appropriate oversight cannot be provided, or if they fail to comply with service level agreements or regulatory or legal requirements in a high-quality and timely manner, we could be exposed to increased operational, regulatory, financial or reputational risks.

In addition, these third parties face their own technology, cybersecurity, operating, business and economic risks, and any significant failures by them, including the improper use or disclosure of our confidential client, employee or company information, could cause damage to our reputation and harm to our business.

Our reliance on third parties is increasing, particularly for critical technology and data services.

This creates heightened exposure to supplier-related risks, including operational disruption from system outages, cybersecurity breaches originating from vendor systems, and vendor lock-in that may lead to aggressive pricing or costly migrations.

Failures by either our technology or non-technology service delivery suppliers could cause damage to our reputation and harm to our business.

OUR HEALTH, SAFETY, SECURITY AND ENVIRONMENT PROGRAM, POLICIES, AND PROCEDURES (INCLUDING THOSE OF OUR CONTRACTORS AND SUBCONTRACTORS) MAY NOT BE ADEQUATE.

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We have a multi-disciplinary safety management structure, with executive sponsorship, aimed at managing existing and emerging health and safety risks, and achieving continuous improvement.

However, despite significant investments in our safety platform, management systems and vendor due diligence program, if our health and safety policies, procedures, and programs are not adequate, or if our employees or contractors do not receive or complete adequate training or comply with our policies and procedures, we may be exposed to significant consequences including serious injury or loss of life, which could have a material impact on our financial performance and reputation.

In addition, our contractors and their subcontractors are highly integrated into many aspects of our operations and therefore are involved in a significant proportion of the safety incidents we experience.

However, despite significant investments in our safety platform, management systems and vendor due diligence program, if our health and safety policies, procedures, and programs are not adequate, or if our employees or contractors do not receive or complete adequate training or comply with our policies and procedures, we may be, and have previously been, exposed to significant consequences including serious injury or loss of life, which could have a material impact on our financial performance and reputation.

Despite our efforts, we recently experienced an increase in the number of serious safety incidents, including fatalities of both employees and contractors.

As a result, we have identified and implemented additional safety measures for our employees and subcontractors including electrical safety and work at heights training, and enhanced controls for approving work.

Our contractors and their subcontractors are highly integrated into many aspects of our operations and therefore are involved in a significant proportion of the safety incidents we experience.

Additional efforts are necessary to ensure our vendors are aware of our high health and safety expectations and consistently comply with our policies and procedures.

WE FACE BUSINESS DISRUPTION AND RELATED RISKS RESULTING FROM HEALTH EPIDEMICS.

Health epidemics that affect the general conduct of business in one or more urban areas (including as the result of travel restrictions and the inability to conduct face-to-face meetings) have occurred in the past, for example from influenza or COVID-19, and may occur in the future from other types of outbreak.

Such instances can adversely affect the volume of business transactions, real estate markets and the cost of operating real estate or providing real estate services.

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If any of our significant information and data management systems do not operate properly or are disabled, we could suffer a disruption of our businesses, liability to clients, loss of client or other sensitive data, loss of employee data, regulatory intervention, breach of confidentiality or other contract provisions, or reputational damage.

These systems may fail to operate properly or become disabled as a result of events wholly or partially beyond our control, including disruptions of electrical or communications services, as well as disruptions caused by natural disasters, political instability, terrorist attacks, sabotage, computer viruses, deliberate attempts to disrupt our computer systems through "hacking," "phishing," or other forms of both deliberate or unintentional cyber-attack, or our inability to occupy one or more of our office locations.

These systems may fail to operate properly or become disabled as a result of events wholly or partially beyond our control, including disruptions of electrical or communications services, as well as disruptions caused by natural disasters, political instability, terrorist attacks, sabotage, computer viruses, deliberate attempts to disrupt our computer systems through "hacking," "phishing," or other forms of both deliberate or unintentional cyberattack, or our inability to occupy one or more of our office locations.

As we outsource significant portions of our information technology functions, such as cloud computing, to third-party providers, we bear the risk of having less direct control over the manner and quality of performance.

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We also face increased cybersecurity risk as we deploy additional mobile and cloud technologies.

We service clients across multiple industry verticals - many of which are higher-profile cyber targets themselves - including financial services, technology, government institutions, healthcare and life sciences, and because of this the risk that we are subject to cyber-attack incidents may increase.

In addition, the rapid evolution and increased adoption of artificial intelligence technologies amplify these risks.

We are continuously hardening our infrastructure built on these technologies, monitoring for threats, and evaluating our capability to respond to any incidents to minimize any impact to our systems, data, or business operations.

However, we cannot ensure that these measures will be successful in preventing any cyber-attacks.

We have experienced various types of cyber-attack incidents which to-date have been contained and not material to us.

However, we cannot ensure that these measures will be successful in preventing any cyberattacks.

We have experienced various types of cyberattack incidents which, to date, have been contained and not material to us.

As the result of such incidents, we continue to implement new controls, governance, technical protections and other procedures.

We maintain a cyber risk insurance policy, but the costs related to cybersecurity threats or disruptions may not be fully insured.

We may incur substantial costs and suffer other negative consequences such as liability for damages, reputational harm and significant remediation costs and experience material harm to our business and financial results if we, or vendors or suppliers we engage on behalf of our clients, fall victim to other successful cyber-attacks.

In addition, we collect personal information and other data as part of our business processes and activities.

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Any inability, or perceived inability, to adequately address data privacy and data protection concerns, even if unfounded, or comply with applicable laws, regulations, policies, industry standards, contractual obligations, or other legal obligations (including at newly-acquired companies) could result in additional cost and liability to us or company officials, damage our reputation, inhibit sales, and otherwise adversely affect our business.

CONCENTRATIONS OF BUSINESS WITH CORPORATE AND INVESTOR CLIENTS CAUSE INCREASED CREDIT RISK AND GREATER IMPACT FROM THE LOSS OF CERTAIN CLIENTS AND INCREASED RISKS FROM HIGHER LIMITATIONS OF LIABILITY IN CONTRACTS.

Having increasingly large and concentrated clients can lead to greater or more concentrated risks of loss if, among other possibilities, such a client (i) experiences its own financial problems, which can lead to larger individual credit risks;

(ii) becomes bankrupt or insolvent, which can lead to our failure to be paid for services we have previously provided or funds we have previously advanced;

(iii) decides to reduce its operations or its real estate facilities;

(iv) makes a change in its real estate strategy, such as no longer outsourcing its real estate operations;

(v) decides to change its providers of real estate services;

or (vi) merges with another corporation or otherwise undergoes a change of control, which may result in new management taking over with a different real estate philosophy or in different relationships with other real estate providers.

In the case of LaSalle, concentration of investor clients can also lead to fewer sources of investment capital, which can negatively affect assets under management in case a higher-volume client withdraws its funds or does not re-invest them.

This is also the case within LaSalle's businesses which are dependent on the continued ability and willingness of certain brokerage firms to attract investment funds from their clients.

In addition, competitive conditions, particularly in connection with increasingly large clients, may require us to compromise on certain contract terms with respect to the payment of fees, the extent of risk transfer, or acting as principal rather than agent in connection with supplier relationships, liability limitations, credit terms and other contractual terms, or in connection with disputes or potential litigation.

Where competitive pressures result in higher levels of potential liability under our contracts, the cost of operational errors and other activities for which we have indemnified our clients will be greater and may not be fully insured.

RISKS RELATING TO SERVING LARGE CLIENTS AND THE TERMS OF OUR CLIENT CONTRACTS.

We provide services to many of the world's largest and most sophisticated corporate and investor clients.

Our business could be adversely affected by the loss of a major client or the disruption of key client relationships.

Deepening relationships with our large enterprise clients may intensify client concentration risk, where a service delivery failure or relationship issue in one service line could jeopardize our entire relationship with that client across other or even all business lines.

We are dependent on long-term client relationships and revenue received for services under various service agreements.

In this competitive market, if we are unable to maintain these relationships or are otherwise unable to retain existing clients and develop new clients, our business, results of operations and/or financial condition may be materially adversely affected.

In addition, the competitive environment for servicing large clients may require us to agree to contractual terms that increase our potential risk and liability.

To secure and retain business, we may need to compromise on terms related to liability limitations, indemnification obligations, credit terms, and the allocation of risk.

Where competitive pressures result in higher levels of potential liability under our contracts, the financial impact of operational errors or other matters for which we have indemnified our clients could be significant and may not be fully covered by our insurance.

WE ARE EXPOSED TO LEGAL AND REPUTATIONAL RISKS ARISING FROM BREACH OF FIDUCIARY OBLIGATIONS CLAIMS PURSUANT TO CLIENT CONTRACTS.

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The precautions we take to prevent these types of occurrences, which represent a significant commitment of corporate resources, may nevertheless be ineffective in certain cases.

Any increased or unexpected costs or unanticipated delays in connection with the performance of these engagements, including delays caused by factors outside our control, could have an adverse effect on profit margins.

WE ARE SUBJECT TO ACTUAL OR PERCEIVED CORPORATE CONFLICTS OF INTEREST CLAIMS.

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Regardless of the ultimate merits of these claims, the allegations themselves can cause reputational damage and can be expensive to defend in terms of counsel fees and otherwise.

IMPACT OF HYBRID WORK, LOWER OFFICE REAL ESTATE OCCUPANCY RATES, AND EVOLVING REAL ESTATE TRENDS COULD ADVERSELY AFFECT OUR BUSINESS AND IMPACT OUR TRADITIONAL SERVICE OFFERINGS.

The continued evolution of remote and hybrid work models, coupled with changing attitudes toward commercial real estate, may pose risks to our business

As companies transition to, or away from, hybrid work models, the demand for traditional office spaces may be impacted.

Over time, this could impact the utilization of our Work Dynamics services, including integrated facilities management, space planning, office design, and workplace strategy consulting.

We must adapt our offerings to include services aligned with the changing needs of clients, such as designing flexible workspaces and integrating virtual collaboration tools.

Decreased demand for office spaces also could result in lower transaction volumes for property sales, acquisitions, and financing.

This may lead to a decline in revenues generated from facilitating property transactions.

A reduction in investor interest in traditional office assets may limit the availability of capital for commercial real estate investments, affecting our ability to close deals and generate fees.

Reduced demand for leasing commercial properties due to hybrid work arrangements also could affect our ability to secure lease agreements and generate rental income for our clients.

This may result in declining revenues from property management and brokerage services.

Lower office occupancy rates and concerns about the long-term viability of traditional office spaces may affect market sentiment and property valuations, reducing liquidity and making it more challenging to execute property transactions.

Decreased demand for traditional office spaces also could affect the performance of office-focused real estate investment portfolios managed by LaSalle.

Lower occupancy rates may result in decreased rental income, impacting property valuations and investment returns.

Additionally, the shift in investor preferences towards alternative property types may affect capital flows into funds with significant allocations to office.

The trend of hybrid work and lower office real estate occupancy rates may have material impacts on our business segments.

We must adapt our strategies, offerings and portfolio management approaches to stay ahead of market trends, identify emerging opportunities, and mitigate risks associated with the changing dynamics of the office real estate landscape.

EVOLVING WORKPLACE STRATEGIES AND REAL ESTATE TRENDS, INCLUDING VARYING OFFICE REAL ESTATE OCCUPANCY RATES IN SOME GEOGRAPHIC MARKETS, MAY AFFECT DEMAND FOR OUR SERVICES AND CLIENT PORTFOLIOS.

The ongoing evolution of corporate workplace strategies continues to alter how companies use real estate, impacting demand across asset types, particularly the office sector.

As organizations seek to optimize their portfolios for cost, efficiency, and employee experience, they are re-evaluating their real estate needs.

This dynamic has created opportunities for our advisory services in areas like workplace strategy and design, but it also presents potential risks to our business.

A sustained “flight-to-quality,” where clients prioritize modern, well-amenitized buildings, could lead to bifurcated market performance.

This may result in reduced transaction volumes and downward pressure on asset values for older or less competitive properties, which could, in turn, affect our brokerage revenues.

However, while lower quality assets struggle, the high-quality segment of the market is filling up rapidly, and limited financing availability for new office construction constrains the addition of new high-end supply.

This supply shortage in premium office space could limit overall market activity and present challenges for parts of our business.

A shift in the mix of services demanded by clients, such as changes to the size and nature of their managed facilities, could also affect long-term annuity revenues from our Real Estate Management Services business.

For our Investment Management business, these evolving real estate dynamics may influence the performance and valuation of office-focused investment portfolios and affect investor sentiment and capital allocation decisions.

Our financial performance is linked to our ability to anticipate and adapt to these market shifts.

Our success depends on our continued ability to advise clients effectively, evolve our service offerings, and help investors navigate the changing risk and opportunity profile of commercial real estate.

WITH RESPECT TO LOANS WE ORIGINATE AND SERVICE, WE FACE THE RISK OF POTENTIAL BREACHES OF REPRESENTATIONS AND WARRANTIES, WHICH MAY HAVE A MATERIAL IMPACT ON OUR BUSINESS.

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The real estate industry continues to be transformed by artificial intelligence (“AI”), including generative AI, advanced analytics, and other emerging technologies.

As the sector increasingly embraces data-driven decision-making, our ability to effectively manage and utilize big data and AI tools is crucial for maintaining our competitive edge.

As JLL and the sector increasingly embrace data-driven decision-making, our ability to effectively manage and utilize data and AI tools is crucial for maintaining our competitive edge.

Failure to adapt to these technologies or leverage them effectively could result in loss of market share and revenues, particularly if we are unable to meet evolving client needs or align our offerings with industry standards and client expectations.

Our increasing reliance on AI technology introduces various risks, including dependency on the accuracy and reliability of AI-generated outputs, potential for data privacy and security breaches, and challenges in complying with rapidly-evolving AI regulations across multiple jurisdictions.

We also face potential workforce disruption and the need for reskilling, risk of intellectual property infringement or disputes, and unforeseen consequences of AI decision-making in real estate transactions and valuations.

Our ability to execute our strategy is increasingly dependent on the successful adoption of AI.

A failure to optimally deploy and integrate AI could result in the write-off of significant investments and a failure to realize expected productivity and efficiency gains, negatively impacting our profit margins and competitive position.

As we replace human processes, we create critical dependencies on AI systems, which could lead to extended operational disruptions if those systems fail and manual backups are no longer viable.

Furthermore, as an established incumbent, our legacy data architecture and the need to retrain a large workforce may impede our ability to adopt new technology as quickly as our competitors or new market entrants.

Our increasing reliance on AI technology introduces risks relating to our dependency on the accuracy and reliability of AI-generated outputs, the potential for data privacy and security breaches, and challenges in complying with rapidly-evolving AI regulations across multiple jurisdictions.

Specifically, the rapid adoption of AI tools exposes us to risks of inaccurate or misleading outputs, which could lead to flawed business analysis or client advice.

Furthermore, the use of generative AI may create uncertainty around intellectual property ownership of both inputs and outputs, and could increase the risk of inadvertent disclosure of confidential client or company information.

In addition, as we deploy AI to create efficiencies, we face risks relating to our pricing models.

A failure to adopt our pricing strategies, particularly in cost-plus arrangements, to reflect AI-enabled cost reductions could result in margin erosion or damage client relationships if our pricing is not perceived as transparent and fair.

While we have implemented policies and safeguards governing the use of AI technology and protection of our intellectual property and sensitive information, we cannot guarantee complete adherence by our employees, contractors, or other agents.

The misuse or improper implementation of AI could lead to erroneous decisions, biased outcomes, regulatory fines, or reputational damage.

The legal and regulatory landscape surrounding AI also is rapidly evolving.

The legal and regulatory landscape surrounding AI also is rapidly evolving and fragmented.

Jurisdictions are beginning to implement distinct regulatory frameworks, such as the European Union’s AI Act, which could impose varying and potentially conflicting compliance obligations on our global operations.

Navigating these changes may require significant resources to ensure compliance with both U.S.

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GEOPOLITICAL VOLATILITY AND TRADE TENSIONS, INCLUDING THE IMPOSITION OF TARIFFS, COULD ADVERSELY AFFECT OUR BUSINESS.

As a global company operating in over 80 countries with varying degrees of political and economic stability and transparency, we are exposed to risks arising from geopolitical volatility and conflicts.

The ongoing and evolving nature of global tensions, including but not limited to the Russia-Ukraine conflict, the Israel-Hamas war, and increasing frictions between major global powers, continues to introduce significant risks that could materially affect our operations, financial performance, and the overall global economy.

These geopolitical risks include political instability, armed conflicts, territorial disputes, terrorism, civil unrest, trade tensions, sanctions, and changes in government policies or regulations, including immigration policies.

Such events can disrupt supply chains, hamper market stability, create economic uncertainties, and negatively affect consumer confidence.

Additionally, fluctuations in currency exchange rates and international trade restrictions in the form of embargoes or sanctions may further compound the impact of geopolitical volatility on our business.

The imposition of tariffs on construction materials, technology products, and other goods essential to the real estate industry, particularly affects our workplace management and project and development services businesses.

This can impact demand for our services, lead to supply chain disruptions, and potentially cause delays or shortages in materials needed for real estate design and development projects we oversee.

The threat or imposition of new tariffs may create uncertainty in real estate markets, potentially leading to delayed investment decisions and lengthened sales cycles for our services.

Tariffs imposed by one country often lead to retaliatory measures by others, potentially escalating into trade wars with broad economic impacts affecting real estate markets globally.

Navigating the complex and rapidly changing landscape of international trade regulations and tariffs requires resources and expertise, increasing our operational costs and compliance risks.

In recent years, political changes in several countries where we have significant operations have resulted in changes to financial, tax, healthcare, governance, immigration and other laws that directly affect our business and continue to evolve.

Failure to effectively manage and mitigate these risks, particularly those related to trade tensions and tariffs, could result in increased operational costs, reduced demand for our services, difficulty accessing markets, disruptions to our operations, or damage to our reputation and financial performance.

Our clients may be hesitant to enter into certain real estate transactions due to geopolitical uncertainty and volatility, which may result in lengthening sales cycles.

We continue to monitor these developments closely and adapt our strategies to mitigate their impact on our global operations and client relationships.

However, the unpredictable nature of geopolitical events and trade policies means that we cannot fully insulate our business from these risks.

Failure to effectively manage and mitigate these risks could result in increased operational costs, reduced demand for our services, difficulty accessing markets, disruptions to our operations, or damage to our reputation and financial performance.

As a global company operating in over 80 countries, we are inherently exposed to risks arising from geopolitical volatility, conflicts, and shifting international relations.

The current global landscape is marked by significant tensions, including the ongoing war in Ukraine and broader instability in the Middle East, which have disrupted energy markets, global supply chains, and international trade through events like attacks on commercial shipping.

Strategic competition between major global powers has led to a more fragmented and unpredictable trade environment characterized by tariffs, investment restrictions, sanctions, and controls on technology transfers.

These trade barriers can directly increase the cost and complexity of real estate projects by raising prices for essential construction materials and technology, which particularly affects our Project and Development Services and Workplace Management businesses and can lead to project delays or cancellations.

Collectively, these geopolitical conditions contribute to widespread economic uncertainty, currency volatility, and reduced investor and corporate confidence.

This environment can cause clients to delay or reconsider real estate investment and leasing decisions, leading to longer sales cycles and potentially lower transaction volumes that would negatively impact our capital markets, leasing, and investment management revenues.

Geopolitical developments may also restrict or limit our ability to provide services in countries where we operate today.

Navigating this complex landscape of sanctions and evolving trade regulations also increases our operational costs and compliance risks and can pose direct risks to the safety of our employees in affected regions.

While we actively monitor these global developments and adapt our strategies to mitigate their impact, a significant escalation of conflict or trade tensions could materially harm our operations, financial performance, and reputation.

REAL ESTATE SERVICES AND INVESTMENT MANAGEMENT MARKETS ARE HIGHLY COMPETITIVE, WHICH COULD MAKE IT DIFFICULT FOR US TO MAINTAIN OUR MARKET SHARE, GROWTH RATE AND PROFITABILITY.

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However, there is no assurance we will be able to continue our acquisition activity in the future at the same pace as we have in the past, particularly as we weigh acquisition opportunities against other potential uses of capital for technology and other investments in systems and human resources, as well as returning capital to shareholders.

We are also dependent on long-term client relationships and revenue received for services under various service agreements.

Weaknesses in the markets in which our clients compete may lead to additional pricing pressure from clients as they themselves come under financial pressure.

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diversion of management attention, failure to identify certain liabilities and issues during the due diligence process, including historical instances of misconduct, and the inability to retain personnel and clients of the acquired business.

To a much lesser degree, we have occasionally entered into joint ventures to conduct certain businesses or enter new geographies, and we will consider doing so in appropriate situations in the future.

From time to time, we have entered into joint ventures to conduct certain businesses or enter new geographies, and we will consider doing so in appropriate situations in the future.

Joint ventures have many of the same risk characteristics as acquisitions, particularly with respect to the due diligence and ongoing relationship with joint venture partners, given each partner has inherently less control in a joint venture and will be subject to the authority and economics of the particular structure that is negotiated.

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If a joint venture participant acts contrary to our interests, it could harm our brand, business, results of operations and financial condition.

WE ARE SUBJECT TO RISKS INHERENT TO INVESTMENT (INCLUDING CO-INVESTMENT) AND REAL ESTATE INVESTMENT BANKING ACTIVITIES.

An important part of our business strategy includes investing in (i) real estate, both individually and along with our investment management clients, and (ii) proptech funds and early to mid-stage proptech companies.

WE ARE SUBJECT TO RISKS INHERENT TO INVESTMENT AND REAL ESTATE INVESTMENT BANKING ACTIVITIES.

One component of our business strategy includes investing in (i) real estate, both individually and along with our investment management clients, and (ii) proptech funds and early to mid-stage proptech companies.

As of December 31, 2025, we have unfunded commitment obligations of up to $210.8 million to fund future investments across our investment strategies.

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Investing in any of these types of situations exposes us to several risks:

• We may lose some or all the capital we invest if the investments underperform.

• We may lose some or all of the capital we invest if the investments underperform.

◦ For real estate investments, underperformance may result from many factors outside of our control, including the general reduction in asset values within a particular geography or asset class.

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• We will have fluctuations in earnings and cash flow as we recognize gains or losses, and receive cash upon the disposition of investments, the timing of which may be geared toward the benefit of our clients.

• We hold many of our investments in subsidiaries with limited liability;

however, in certain circumstances, it is possible this limited exposure may be expanded in the future based on, among other things, changes in applicable laws.

To the extent this occurs, our liability could exceed the amount we have invested.

• We make investments in many countries, and this presents tax, political/legislative, currency, and other risks as described elsewhere in this Item.

In certain situations, we raise funds from outside investors where we are the sponsor of real estate investments, developments, or projects.

To the extent we return less than the investors' original investments because the investments, developments, or projects have underperformed relative to expectations, the investors could attempt to recoup the full amount of their investments under securities law theories such as lack of adequate disclosure when funds were initially raised.

Sponsoring funds into which retail investors can invest, such as the investment funds sponsored by LaSalle, may increase this risk.

Sponsoring funds into which retail investors can invest, such as the investment funds sponsored by Investment Management, may increase this risk.

Legal, Compliance and Regulatory Risk Factors

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Penalties for AML violations can be severe, including criminal prosecution of the company and individual employees.

Our employees or suppliers may directly or indirectly engage in unethical, illegal or non-compliant practices related to bribery, corruption, money laundering, fraud, international trade sanctions, modern slavery, violations of applicable data privacy laws, or other acts that constitute a breach of our Code of Ethics.

Our employees or supply partners may directly or indirectly engage in unethical, illegal or non-compliant practices related to bribery, corruption, money laundering, fraud, international trade sanctions, modern slavery, violations of applicable data privacy laws, or other acts that constitute a breach of our Code of Ethics.

Failure to adequately prevent, monitor, and detect such behavior could lead to significant reputational damage, regulatory consequences, and adversely impact our operations, profitability and enterprise value.

The increased utilization of AI by third-party fraudsters also may exacerbate all, or some, of these risks and it can be challenging to keep pace with the emerging technologies third-parties are using to commit fraudulent and other illegal acts targeting JLL and its supply chain partners.

Changes in legal and regulatory requirements can impact our ability to engage in business in certain jurisdictions or increase the cost of doing so.

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Changes in governments or majority political parties may result in significant changes in enforcement priorities with respect to employment, health and safety, tax, securities disclosure and other regulations, which, in turn, could negatively affect our business.

The increasing focus on ESG factors by regulators in many geographies may also lead to new compliance requirements and potential liabilities.

To address these risks, we continually invest in our compliance programs, including our sanctions screening and AML procedures.

However, the global scale of our operations and the complexity of the regulatory landscape mean that we cannot guarantee full compliance at all times.

Any failure to comply with applicable laws and regulations, particularly those related to sanctions, anti-corruption laws and AML, could result in significant financial penalties, criminal sanctions, and severe reputational damage.

WE ARE SUBJECT TO COMPLEX AND EVOLVING LICENSING AND REGULATORY REQUIREMENTS.

Several of our business operations are subject to requirements in various jurisdictions to maintain licenses and comply with particular regulations.

If we fail to maintain our licenses or conduct regulated activities without a license or in contravention of applicable regulations, we may be required to pay fines, return commissions or investment capital from investors or may have a given license suspended or revoked.

WE ARE SUBJECT TO COMPLEX AND EVOLVING LICENSING REQUIREMENTS.

Several of our business operations are subject to requirements in various jurisdictions to maintain licenses.

If we fail to maintain our licenses or conduct licensed activities without a license, we may be required to pay fines, return commissions or investment capital from investors or may have a given license suspended or revoked.

Our acquisition activity increases these risks, because we must successfully transfer licenses of acquired entities and their staff, as appropriate.

Licensing requirements may also preclude us from engaging in certain types of transactions or change the way in which we conduct business or the cost of doing so.

In addition, because the size and scope of real estate sales transactions, the number of countries in which we operate or invest, and the areas we offer services have increased significantly during the past several years, both the difficulty of ensuring compliance with the numerous licensing regimes and the possible loss resulting from noncompliance, have increased.

In addition, because the size and scope of real estate sales transactions, the number of countries in which we operate or invest, and the areas we offer services have increased significantly during the past several years, both the difficulty of ensuring compliance with the numerous licensing requirements and the possible loss resulting from noncompliance, have increased.

With respect to our status as an approved lender for Fannie Mae, Freddie Mac and as a HUD-approved originator and issuer of Ginnie Mae securities (collectively the "Agencies"), we are required to comply with various eligibility criteria established by the Agencies, such as minimum net worth, operational liquidity and collateral requirements.

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Failure to comply with any of these program requirements may result in the termination or withdrawal of our approval to sell loans to the Agencies and service their loans.

The regulatory environment facing the investment management industry is also complex, principally in terms of marketing products and services and screening and advising clients.

Countries are expanding the criteria requiring registration of investment advisors and funds, whether based in their country or not, and expanding the rules applicable to those that are registered, all to provide more protection to investors located within their countries.

In some cases, rules from different countries are applicable to more than one of our investment advisory businesses and can conflict with those of their home countries.

Although we believe we have adequate processes, policies and controls in place to address the new requirements, these additional registrations and increasingly complex rules increase the possibility violations may occur.

Laws and regulations applicable to our business, both in the United States and in other countries, may change in ways that materially increase the costs of compliance.

Licensing requirements in various jurisdictions may change, increasing compliance costs.

Particularly in emerging markets, there can be relatively less transparency around the standards and conditions under which licenses are granted, maintained, or renewed.

It also may be difficult to defend against the arbitrary revocation of a license in a jurisdiction where the rule of law is less well developed.

As a licensed real estate service provider and advisor in various jurisdictions, we and our licensed employees may be subject to various due diligence, disclosure, standard-of-care, anti-money laundering and other obligations in the jurisdictions in which we operate.

Failure to fulfill these obligations could subject us to litigation from parties who purchased, sold, or leased properties we brokered or managed, or who invested in our funds.

We could become subject to claims by participants in real estate sales or other services claiming we did not fulfill our obligations as a service provider or broker.

This may include claims with respect to conflicts of interest where we are acting, or are perceived to be acting, for two or more clients with potentially contrary interests.

WE FACE RISKS RELATING TO ENVIRONMENTAL AND CLIMATE MATTERS, INCLUDING DELIVERING ON OUR 2030 AND 2040 CARBON REDUCTION COMMITMENTS AND COMPLYING WITH EVOLVING CLIMATE CHANGE DISCLOSURE REQUIREMENTS.

As a licensed real estate service provider and advisor in various jurisdictions, we and our licensed employees may be subject to various licensing obligations that vary by jurisdiction.

Failure to maintain proper licensing could subject us to loss of our ability to conduct business in those jurisdictions.

We could also face fines, penalties, or suspension of licenses if we fail to meet licensing requirements.

WE FACE RISKS RELATING TO ENVIRONMENTAL AND CLIMATE MATTERS, INCLUDING DELIVERING ON OUR 2030 AND 2040 CARBON REDUCTION COMMITMENTS AND COMPLYING WITH EVOLVING CLIMATE-RELATED DISCLOSURE REQUIREMENTS.

We may face liability with respect to environmental issues occurring at properties we manage or occupy, or in which we invest.

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We also anticipate the potential effects of climate change will increasingly impact our own operations and those of client properties we manage, especially when they are in coastal cities, and may impair asset valuations.

We anticipate the potential effects of climate change will increasingly impact the decisions and analysis we make with respect to investments in the properties we manage, as well as those we consider for acquisition or disposition on behalf of clients, since climate change considerations can impact the relative desirability of locations and the cost of operating and insuring properties.

We anticipate the potential effects of climate change will increasingly impact the decisions and analyses we make with respect to investments in the properties we manage, as well as those we consider for acquisition or disposition on behalf of clients, since climate change considerations can impact the relative desirability of locations and the cost of operating and insuring properties.

Future legislation could require specific performance levels for building operations resulting in non-compliant buildings becoming obsolete.

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Furthermore, the perspectives of shareholders, employees and other stakeholders regarding these standards may affect our business activities and increase disclosure requirements, which may increase our costs.

JLL has committed to reduce absolute scope 1, 2 and 3 emissions by 51% by 2030, and 95% by 2040, from a 2018 base year.

If we fail to meet our carbon reduction commitments or comply with evolving environmental regulations this may expose us to risks that could have a significant impact on our business operations and financial performance.

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Our business faces evolving climate change disclosure requirements, including the recommendations outlined by the Task Force on Climate-related Financial Disclosures (TCFD) and the Corporate Sustainability Reporting Directive (CSRD).

Failure to fulfill these obligations, including the proper disclosure of climate-related risks, opportunities, and our approach to managing them, may lead to reputational damage, legal and regulatory sanctions and potential financial consequences.

A failure to fulfill these obligations, including the proper disclosure of climate-related risks, opportunities, and our approach to managing them, may lead to reputational damage, legal and regulatory sanctions and potential financial consequences.

Developments in climate change reporting standards, frameworks and guidelines may require us to provide more detailed information on greenhouse gas emissions, climate-related risks and sustainability initiatives, increasing the complexity and cost of compliance.

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Volatility in this component of our earnings is inevitable due to the nature of these businesses and the amount of the fees we will recognize in future quarters is inherently unpredictable.

In addition, LaSalle's portfolio is of sufficient size to periodically generate large incentive fees and equity earnings (losses) that significantly influence our earnings and the changes in earnings from one year to the next.

In addition, Investment Management's portfolio is of sufficient size to periodically generate large incentive fees and equity earnings (losses) that significantly influence our earnings and the changes in earnings from one year to the next.

Volatility in this component of our earnings is also inevitable due to the nature of this aspect of our business, and the amount of incentive fees or equity earnings or losses we may recognize in future quarters is inherently unpredictable as it relates to client needs, the market and other dynamics in effect at the time.

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While we attempt to mitigate the impact of inflation in our client agreements, some client agreements may be entered into on a fixed or guaranteed maximum price basis where our ability to make price adjustments to take into account inflation may be limited.

DOWNGRADES IN OUR CREDIT RATINGS COULD INCREASE OUR BORROWING COSTS OR REDUCE OUR ACCESS TO FUNDING SOURCES IN THE CREDIT AND CAPITAL MARKETS.

We are currently assigned corporate credit ratings from Moody's and S&P based on their evaluation of our creditworthiness.

As of the date of this filing, our debt ratings remain investment grade, but there can be no assurance we will not be downgraded or that any of our ratings will remain investment grade in the future.

If our credit ratings are downgraded or other negative action is taken, by one or more rating agencies, this could adversely affect our access to funding sources, the cost and other terms of obtaining funding as well as our overall financial condition, operating results and cash flow.

ADVERSE DEVELOPMENTS IN THE CREDIT MARKETS MAY IMPACT OUR ABILITY TO OBTAIN NEW CREDIT COMMITMENTS ON FAVORABLE TERMS AND INCREASE OUR EXPOSURE TO FINANCIAL RISKS OF COUNTERPARTIES WITH WHOM WE CONDUCT BUSINESS.

Disruptions and dynamic changes in the financial markets may increase the counterparty risk to us from a financial standpoint, including with respect to:

• Obtaining new credit commitments from lenders

• Refinancing credit commitments or loans that have terminated or matured according to their terms, including funds sponsored by LaSalle which use leverage in the ordinary course of their investment activities

• Placing insurance

• Engaging in hedging transactions

• Maintaining cash deposits or other investments, both our own and those we hold for the benefit of clients, which are generally much larger than the maximum amount of government-sponsored deposit insurance in effect for a particular account

In addition, certain of LaSalle’s sponsored funds act as a lender to real estate owners with the risk of default by the borrower and the potential for the LaSalle fund to take ownership of those assets.

Defaults by borrowers can also have a negative impact on investment performance.

EXPOSURE TO ADDITIONAL TAX LIABILITIES STEMMING FROM OUR GLOBAL OPERATIONS AND CHANGES IN TAX LEGISLATION, REGULATION AND TAX RATES COULD ADVERSELY AFFECT OUR FINANCIAL RESULTS.

We face a variety of risks of increased future taxation on our earnings as a corporate taxpayer in the countries in which we have operations.

Moving funds between countries can produce adverse tax consequences.

In addition, as our operations are global, we face challenges in effectively gaining a tax benefit for costs incurred in one country that benefit our operations in other countries.

Changes in tax legislation or tax rates may occur in one or more jurisdictions in which we operate that may materially impact the cost of operating our business.

Recent legislative changes in the United States include the 2022 Inflation Reduction Act and the 2025 One Big Beautiful Bill Act, which have introduced limitations on certain business-related deductions, continued taxation of foreign earnings in the U.S., and established a corporate minimum tax, all of which could increase our future tax expense.

In addition, many countries have enacted significant legislative policy changes in the taxation of multinational corporations, inspired by the “Pillar One” and “Pillar Two” initiatives of the Organization for Economic Co-operation and Development and the European Union Anti-Tax Avoidance Directives.

It is also possible that some governments will make significant changes to their tax policies in response to factors such as budgetary needs, feedback from the business community and the public view on applicable tax planning activities.

Further, interpretations of existing tax law in various countries may change due to the regulatory and examination policies of the tax authorities and the decisions of courts.

We face such risks both in our own business and in the investment funds LaSalle operates.

Adverse or unanticipated tax consequences to the funds can negatively impact fund performance, incentive fees and the value of co-investments we have made.

We are uncertain as to the ultimate results of these potential changes or what their effects will be on our business.

A FAILURE TO MAINTAIN FINANCIAL RESILIENCE COULD IMPAIR OUR BALANCE SHEET, LIQUIDITY, AND ABILITY TO EXECUTE OUR STRATEGY.

Our ability to navigate market cycles and invest in strategic priorities depends on our financial resilience.

This resilience may be threatened by several factors.

Our balance sheet is exposed to potential material losses from our co-investments and other capital commitments, which could cause earnings volatility and constrain future investment capacity.

Our debt and liquidity are subject to risk from potential constraints on our access to credit or a breach of debt covenants, which could reduce our operational flexibility, particularly during periods of market stress.

We face challenges in rapidly adjusting our cost base in response to revenue declines, which could compress margins and pressure cash flow.

Finally, our working capital and liquidity could be negatively impacted by challenges in managing receivables and bad debt exposures, which may limit funds available for strategic needs.

A failure in any of these areas could impact our investment grade credit rating, reduce shareholder equity, and harm our financial performance.

General Risk Factors

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We have previously experienced and expect in the future that we will be negatively impacted by periods of economic slowdown or recession and corresponding declines in the demand for real estate and related services.

While supply-chain pressures have eased somewhat since 2022, ongoing challenges persist, potentially impacting our ability to deliver goods and services to our clients and affecting the resultant costs in doing so.

In 2023 and early 2024, we continued to observe the effects of a global economic slowdown, partly driven by sustained high interest rates aimed at tackling inflation.

The ongoing reconfiguration of global supply chains for greater resilience, combined with persistent geopolitical tensions, continues to create volatility in the cost and availability of materials, which can affect project timelines and profitability for our clients and our business.

The risk of market volatility and fluctuating real estate asset values could create liquidity issues for our counterparties and/or lead to tightened lending conditions, which may negatively affect our cash flow and access to credit.

Persistent economic uncertainty may prolong commercial real estate and investor decision making and have a dampening effect on our results.

It is inherently difficult for us to predict how these types of significant global forces will affect our business in the future and whether we will continue to be able to generate revenue growth to the same extent as we have in the past.

Negative economic conditions and declines in demand for real estate and related services in several markets or in significant markets could have a material adverse effect on our performance driven by (i) a decline in acquisition and disposition activity, (ii) a decline in real estate values and performance, leasing activity and rental rates, (iii) a decline in value of real estate securities, (iv) the cyclicality in the real estate markets and lag in recovery relative to broader markets, or (v) the effect of changes in non-real estate markets.

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further, our efforts to police usage of our intellectual property may not be successful in all situations.

WE MUST CONTINUE TO MAINTAIN SATISFACTORY INTERNAL FINANCIAL REPORTING CONTROLS AND PROCEDURES.

If we are not able to continue to operate successfully under the requirements of Section 404 of the United States Sarbanes-Oxley Act of 2002, or if there is a failure of one or more controls over financial reporting due to fraud, improper execution or the failure of such controls to adjust adequately as our business evolves, then our reputation, financial results and the market price of our stock could suffer.

While our management has concluded that our internal control over financial reporting as required for purposes of this Annual Report on Form 10-K was effective as of December 31, 2024, and our independent registered public accounting firm has issued an unqualified opinion on the effectiveness of our internal control over financial reporting, there can be no assurance our internal controls will be effective or we will continue to receive an unqualified opinion in future years.

If we identify one or more material weaknesses in our internal control over financial reporting in the future that we cannot remediate in a timely fashion, this could restrict our ability to access the capital markets, subject us to fines, penalties, investigations, harm our reputation, or otherwise cause a decline in the trading price of our stock and investor confidence.

EXPOSURE TO ADDITIONAL TAX LIABILITIES STEMMING FROM OUR GLOBAL OPERATIONS AND CHANGES IN TAX LEGISLATION, REGULATION AND TAX RATES COULD ADVERSELY AFFECT OUR FINANCIAL RESULTS.

We face a variety of risks of increased future taxation on our earnings as a corporate taxpayer in the countries in which we have operations.

Moving funds between countries can produce adverse tax consequences.

In addition, as our operations are global, we face challenges in effectively gaining a tax benefit for costs incurred in one country that benefit our operations in other countries.

Changes in tax legislation or tax rates may occur in one or more jurisdictions in which we operate that may materially impact the cost of operating our business.

Recent legislative changes in the United States include the 2017 Tax Cuts and Jobs Act and the 2022 Inflation Reduction Act, which have introduced limitations on business-related deductions and increased taxation of foreign earnings in the U.S., and a corporate minimum tax, all of which could increase our future tax expense.

In addition, the potential exists for significant legislative policy change in the taxation of multinational corporations, as has recently been the subject of the “Pillar One” and “Pillar Two” initiatives of the Organization for Economic Co-operation and Development, the European Union Anti-Tax Avoidance Directives, and legislation enacted or to be enacted pursuant to those initiatives.

Further, interpretations of existing tax law in various countries may change due to the regulatory and examination policies of the tax authorities and the decisions of courts.

We face such risks both in our own business and in the investment funds LaSalle operates.

Adverse or unanticipated tax consequences to the funds can negatively impact fund performance, incentive fees and the value of co-investments we have made.

We are uncertain as to the ultimate results of these potential changes or what their effects will be on our business.

DOWNGRADES IN OUR CREDIT RATINGS COULD INCREASE OUR BORROWING COSTS OR REDUCE OUR ACCESS TO FUNDING SOURCES IN THE CREDIT AND CAPITAL MARKETS.

We are currently assigned corporate credit ratings from Moody's and S&P based on their evaluation of our creditworthiness.

As of the date of this filing, our debt ratings remain investment grade, but there can be no assurance we will not be downgraded or that any of our ratings will remain investment grade in the future.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors