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Item 7. Management’s Discussion and Analysis

2026-02-19 compared with 2025-02-19 · 184 added, 172 removed, 375 unchanged (49% of the section changed)

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We earn revenue from the following services (segments are bolded).

• Markets Advisory

• Real Estate Management Services

◦ Workplace Management

◦ Project Management

◦ Property Management

◦ Portfolio Services and Other

• Leasing Advisory

◦ Advisory, Consulting and Other

• Capital Markets

• Capital Markets Services

◦ Investment Sales, Debt/Equity Advisory and Other

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◦ Value and Risk Advisory

• Work Dynamics

◦ Workplace Management

◦ Project Management

◦ Portfolio Services and Other

• JLL Technologies

• Investment Management

• Software and Technology Solutions

Our services are generally earned and billed in the form of transaction commissions, advisory and management fees, and incentive fees.

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Substantially all of our investments are grouped within one of the following two categories.

First, we invest in certain real estate ventures that primarily own and operate commercial real estate, historically through co-investments in funds that LaSalle establishes in the ordinary course of business for its clients.

First, we invest in certain real estate ventures that primarily own and operate commercial real estate, historically through co-investments in funds that Investment Management establishes in the ordinary course of business for its clients.

These investments include non-controlling ownership interests generally ranging from less than 1% to 10% of the respective ventures.

We account for these investments at fair value or under the equity method of accounting.

Second, JLL Technologies invests in proptech funds and early to mid-stage companies to improve our strategic position within the real estate technology landscape, including investments through the JLL Spark Global Ventures Funds.

Second, we invest in proptech funds and early to mid-stage companies through the JLL Spark Global Ventures Funds.

We account for a majority of these investments at fair value.

Certain investments are accounted for under the measurement alternative, defined as cost minus impairment.

Certain investments are accounted for under the measurement alternative, defined as cost minus impairment, plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

Where applicable, we estimate fair value of our investments using the net asset value ("NAV") per share (or its equivalent) our investees provide.

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GAAP measurement principles, we adjust the NAV accordingly.

For JLL Technologies investments in proptech companies, we primarily estimate the fair value based on the per-share pricing.

For investments in proptech companies, we primarily estimate the fair value based on the per-share pricing.

Subsequent funding rounds or changes in the companies' business strategy/outlook are indicators of a change in fair value.

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Key inputs include projected cash flows, discount rates, peer group multiples and volatility.

For all investments reported at fair value, other than such investments where the measurement alternative has been elected, our investment is increased or decreased each reporting period by the difference between the fair value of the investment and the carrying value as of the balance sheet date.

We reflect these fair value adjustments as gains or losses on the Consolidated Statements of Comprehensive Income within Equity earnings.

the carrying value as of the balance sheet date.

Investments for which the measurement alternative has been elected are remeasured if a qualifying observable price change occurs.

We reflect these fair value adjustments as gains or losses on the Consolidated Statements of Comprehensive Income within Equity earnings/losses.

We account for income taxes under the asset and liability method.

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Our statutory legal entity structure generally does not mirror the way we organize, manage and report our business operations.

For example, the same legal entity may include Capital Markets, Work Dynamics and Markets Advisory businesses in a particular country.

For example, the same legal entity may include Capital Markets Services, Real Estate Management Services and Leasing Advisory businesses in a particular country.

In situations where we believe that there may be uncertainty with respect to the recognition of tax benefits, we provide reserves for those benefits.

Changes to the amounts of our unrecognized tax benefits may occur as the result of ongoing operations, the outcomes of audits or other examinations by tax authorities, or the passing of statutes of limitations.

Changes to the amounts of our unrecognized tax benefits may occur as a result of ongoing operations, the outcomes of audits or other examinations by tax authorities, or the passing of statutes of limitations.

We do not expect changes to our unrecognized tax benefits to have a significant impact on net income, the financial position, or the cash flows of JLL.

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For dispositions, we may also incur such incremental costs during the disposition process and these costs could have an adverse impact on net income.

Transaction-Based Revenues and Equity Earnings

Transaction-Based Revenues and Equity Earnings/Losses

Transaction-based revenues are impacted by the size and timing of our clients' transactions.

Such revenues include investment sales and other capital markets activities, agency and tenant representation leasing transactions, incentive fees, and other services/offerings, which increase the variability of the revenue we earn.

Specifically for LaSalle, the magnitude and timing of recognition of incentive fees are driven by one or a combination of the following:

Such revenues include investment sales, debt/equity advisory fees and other capital markets activities, agency and tenant representation leasing transactions, incentive fees, and other services/offerings, which increase the variability of the revenue we earn.

Specifically for Investment Management, the magnitude and timing of recognition of incentive fees are driven by one or a combination of the following:

changes in valuations of the underlying investments;

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The timing and the magnitude of transaction-based revenues can vary significantly from year to year and quarter to quarter, and also vary geographically.

Equity earnings may vary substantially from period to period for a variety of reasons, including as a result of (i) valuation increases (decreases) on investments reported at fair value, (ii) gains (losses) on asset dispositions and (iii) impairment charges.

Equity earnings/losses may vary substantially from period to period for a variety of reasons, including as a result of (i) valuation increases (decreases) on investments reported at fair value, (ii) gains (losses) on asset dispositions and (iii) impairment charges.

The timing of recognition of these items may impact comparability between quarters, in any one year, or compared to a prior year.

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In the normal course of business, we manage these risks through a variety of strategies, including hedging transactions using various derivative financial instruments such as foreign currency forward contracts.

We enter into derivative instruments that are short-term in duration with high credit-quality counterparties and diversify our positions across such counterparties in order to reduce our exposure to credit losses.

We enter into derivative instruments with high credit-quality counterparties and diversify our positions across such counterparties in order to reduce our exposure to credit losses.

We do not enter into derivative transactions for trading or speculative purposes.

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We are primarily exposed to interest rate risk on our Facility, which had a maximum borrowing capacity of $3.30 billion as of December 31, 2025.

The Facility consists of revolving credit available for working capital, investments, capital expenditures and acquisitions.

We had $88.6 million of outstanding borrowings, net of debt issuance costs, under the Facility as of December 31, 2024.

We had no outstanding borrowings under the Facility as of December 31, 2025.

The Facility bears a variable rate of interest that fluctuates based on market rates.

In November 2023, we issued and sold $400.0 million of senior unsecured notes due December 2028 which bear interest at a fixed annual rate of 6.875%.

Our $400.0 million of senior unsecured notes are due December 2028 and bear interest at a fixed annual rate of 6.875%.

Our €350.0 million face value of Euro Notes is split between €175.0 million due in June 2027 and €175.0 million due in June 2029, bearing interest at fixed annual rates of 1.96% and 2.21%, respectively.

The issuance of the senior notes and Euro Notes at fixed interest rates has helped to limit our exposure to future movements in interest rates.

We had $199.3 million of outstanding borrowings, net of debt issuance costs as of December 31, 2024.

We maintain a commercial paper program (the "Program") in which we may issue up to $2.5 billion of short-term, unsecured and unsubordinated commercial paper notes at any time.

We had no outstanding borrowings under the Program as of December 31, 2025.

Our Program provides us with another source of short-term capital, which may help us mitigate interest rate risk.

We assess interest rate sensitivity to estimate the potential effect of rising interest rates on our variable rate debt.

If interest rates were 50 basis points higher during 2024, Interest expense, net of interest income, would have been $6.9 million higher.

For the year ended December 31, 2025, if interest rates were 50 basis points higher, Interest expense, net of interest income, would have been $3.5 million higher.

Foreign Exchange

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dollars reduces the impact of translating revenue earned in foreign currencies into U.S.

In addition, British pound and Singapore dollar expenses incurred as a result of our regional headquarters being located in London and Singapore, respectively, act as ongoing partial operational hedges against our translation exposures to those currencies.

We enter into forward foreign currency exchange contracts to manage currency risks associated with intercompany loan balances.

Generally, the maturity of these contracts is less than 60 days.

As of December 31, 2024, we had forward exchange contracts in effect with a gross notional value of $2.21 billion ($1.08 billion on a net basis).

This corresponding net carrying gain is generally offset by a carrying loss in associated intercompany loans.

In addition, British pound and Singapore dollar expenses incurred as a result of our regional employee hubs being located in London and Singapore, respectively, act as ongoing partial operational hedges against our translation exposures to those currencies.

We enter into cross-currency swaps and foreign currency forward contracts to manage currency risks associated with net investments in foreign operations and intercompany loan balances, respectively.

As of December 31, 2025, we had cross-currency swap contracts with a gross notional value of $805.8 million and forward contracts with a gross notional value of $2.04 billion.

For forward contracts, the corresponding net carrying gain/loss is generally offset by a carrying gain/loss in associated intercompany loans.

Although we operate globally, we report our results in U.S.

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RESULTS OF OPERATIONS

• Assets under management data for LaSalle are reported on a one-quarter lag.

not meaningful, represented by a percentage change of greater than 1,000%, favorable or unfavorable.

• We define "Resilient" revenue as (i) Property Management, within Markets Advisory, (ii) Value and Risk Advisory, and Loan Servicing, within Capital Markets, (iii) Workplace Management, within Work Dynamics, (iv) JLL Technologies and (v) Advisory Fees, within LaSalle.

• We define "Transactional" revenue as (i) Leasing and Advisory, Consulting and Other, within Markets Advisory, (ii) Investment Sales, Debt/Equity Advisory and Other, within Capital Markets, (iii) Project Management and Portfolio Services and Other, within Work Dynamics and (iv) Incentive fees and Transaction fees and other, within LaSalle.

• Assets under management data for Investment Management is primarily reported on a one-quarter lag.

not meaningful, typically represented by a percentage change of greater than 1,000%, favorable or unfavorable.

• Effective January 1, 2025, we report Project Management in Resilient revenue.

Prior period financial information was recast to conform with this presentation.

• We define "Resilient" revenue as (i) Workplace Management, Project Management and Property Management, within Real Estate Management Services, (ii) Value and Risk Advisory, and Loan Servicing, within Capital Markets Services, (iii) Advisory Fees, within Investment Management and (iv) Software and Technology Solutions.

In addition, we define "Transactional" revenue as (i) Portfolio Services and Other, within Real Estate Management Services, (ii) Leasing Advisory, (iii) Investment Sales, Debt/Equity Advisory and Other, within Capital Markets Services and (iv) Incentive fees and Transaction fees and other, within Investment Management.

• Gross contract costs represent certain costs associated with client-dedicated employees and third-party vendors and subcontractors and are directly or indirectly reimbursed through the fees we receive.

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($ in millions) 2025 2024 U.S.

Markets Advisory $ 4,500.7 4,121.6 379.1 9 % 9 %

Capital Markets 2,040.4 1,778.0 262.4 15 15

Work Dynamics 16,197.6 14,131.1 2,066.5 15 15

JLL Technologies 226.3 246.4 (20.1) (8) (8)

LaSalle 467.9 483.7 (15.8) (3) (2)

Real Estate Management Services $ 20,001.2 17,992.7 2,008.5 11 % 11 %

Leasing Advisory 3,009.9 2,705.6 304.3 11 11

Capital Markets Services 2,422.1 2,040.4 381.7 19 17

Investment Management 450.1 467.9 (17.8) (4) (5)

Software and Technology Solutions 232.3 226.3 6.0 3 2

Revenue $ 26,115.6 23,432.9 2,682.7 11 % 11 %

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These measures are believed to be useful to investors and other external stakeholders as supplemental measures of core operating performance and include the following:

(i) Adjusted EBITDA attributable to common shareholders ("Adjusted EBITDA") and

(ii) Percentage changes against prior periods presented on a local currency basis.

• Adjusted EBITDA attributable to common shareholders ("Adjusted EBITDA") and

• Percentage changes against prior periods, presented on a local currency basis.

However, non-GAAP financial measures should not be considered alternatives to measures determined in accordance with U.S.

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GAAP, they may not be comparable to similarly titled measures used by other companies.

Effective January 1, 2024, we updated our definition of Adjusted EBITDA to exclude certain equity earnings/losses as further described below.

Comparable periods have been recast to conform to the revised presentation.

Also effective with 2024 reporting, we no longer report the non-GAAP measures "Fee revenue" and "Fee-based operating expenses" following the conclusion of a comment letter from the Securities and Exchange Commission Staff in February 2024.

Adjustments to U.S.

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MSR gains and corresponding MSR intangible assets are calculated as the present value of estimated net cash flows over the estimated mortgage servicing periods.

The above activity is reported entirely within Revenue of the Capital Markets segment.

The above activity is reported entirely within Revenue of the Capital Markets Services segment.

Excluding net non-cash MSR and mortgage banking derivative activity reflects how we manage and evaluate performance because the excluded activity is non-cash in nature.

Restructuring and acquisition charges primarily consist of (i) severance and employment-related charges, including those related to external service providers, incurred in conjunction with a structural business shift, which can be represented by a notable change in headcount, change in leadership or transformation of business processes, (ii) acquisition, transaction and integration-related charges, including non-cash fair value adjustments to assets and liabilities recorded in purchase accounting such as earn-out liabilities and intangible assets and (iii) other restructuring, including lease exit charges.

(ii) acquisition, transaction and integration-related charges, including fair value adjustments, which are generally non-cash in the periods such adjustments are made, to assets and liabilities recorded in purchase accounting such as earn-out liabilities and intangible assets;

and (iii) other restructuring, including lease exit charges.

Such activity is excluded as the amounts are generally either non-cash in nature or the anticipated benefits from the expenditures would not likely be fully realized until future periods.

Restructuring and acquisition charges are excluded from segment operating results and therefore not a line item in the segments’ reconciliation to Adjusted EBITDA.

Gain/loss on disposition reflects the gain or loss recognized on the sale or disposition of businesses.

Given the low frequency of business disposals by the company historically, the gain or loss directly associated with such activity is excluded as it is not considered indicative of core operating performance.

In 2024, we did not recognize any gain or loss on disposition.

In 2023, the $0.5 million net loss included $1.8 million of loss related to the disposition of a business in Markets Advisory, partially offset by a $1.3 million gain related to the disposition of a business in Markets Advisory and Capital Markets.

Interest on employee loans, net of forgiveness reflects interest accrued on employee loans less the amount of accrued interest forgiven.

Certain employees (predominantly in Leasing and Capital Markets) receive cash payments structured as loans, with interest.

Certain employees (predominantly in Leasing Advisory and Capital Markets Services) receive cash payments structured as loans, with interest.

Employees earn forgiveness of the loan based on performance, generally calculated as a percentage of revenue production.

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Given the interest accrued on these employee loans and subsequent forgiveness are non-cash and the amounts perfectly offset over the life of the loan, the activity is not indicative of core operating performance and is excluded from non-GAAP measures.

Equity earnings/losses (JLL Technologies and LaSalle) primarily reflects valuation changes on investments reported at fair value.

Investments reported at fair value are increased or decreased each reporting period by the change in the fair value of the investment.

Equity earnings/losses (Investment Management and Proptech Investments) primarily reflects valuation changes on investments reported at fair value, which are increased or decreased each reporting period as fair value changes.

Where the measurement alternative has been elected, our investment is increased or decreased upon observable price changes.

Such activity is excluded as the amounts are generally non‑cash in nature and not indicative of core operating performance.

Equity earnings/losses in the remaining segments represent the results of unconsolidated operating ventures (not investments), and therefore, the amounts are included in Adjusted EBITDA on both a segment and consolidated basis.

Equity earnings/losses for segments other than Investment Management represent the results of unconsolidated operating ventures (not investments), and therefore, the amounts are included in Adjusted EBITDA on both a segment and consolidated basis.

Credit losses on convertible note investments reflects credit impairments associated with pre-equity convertible note investments in early-stage proptech enterprises.

Such losses are similar to the equity investment-related losses included in equity earnings/losses for JLL Technologies' investments and are therefore consistently excluded from adjusted measures.

Such losses are similar to the equity investment-related losses included in equity earnings/losses for Proptech Investments and are therefore consistently excluded from adjusted measures.

Reconciliation of Non-GAAP Financial Measures

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Restructuring and acquisition charges 75.3 23.1

Net loss (gain) on disposition — 0.5

Net non-cash MSR and mortgage banking derivative activity 15.2 18.2

Interest on employee loans, net of forgiveness (6.5) (5.9)

Equity losses - JLL Technologies and LaSalle 76.4 201.7

Equity losses - Investment Management and Proptech Investments (1)

Credit losses on convertible note investments 5.1 6.3

Adjusted EBITDA $ 1,452.9 1,186.3

(1) This adjustment excludes the noncontrolling interest portion of amortization of acquisition-related intangibles which is not attributable to common shareholders.

In discussing our operating results, we report Adjusted EBITDA margins and refer to percentage changes in local currency, unless otherwise noted.

(1) This adjustment excludes the noncontrolling interest portion which is not attributable to common shareholders.

In discussing our operating results, we refer to percentage changes in local currency, unless otherwise noted.

Amounts presented on a local currency basis are calculated by translating the current period results of our foreign operations to U.S.

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At comparative period exchange rates $ 1,442.6 22 %

Consolidated revenue grew 13% and was broad-based across revenue types and most sub-segments.

Resilient revenues grew 14% collectively, highlighted by Workplace Management, up 17%, and Property Management, up 8%.

Growth in these businesses outpaced declines in LaSalle Advisory Fees, down 7%, and JLL Technologies, down 8%.

Fueled by a strong second half of 2024, Transactional revenue increased 11% collectively, led by (i) Leasing, up 11%, (ii) Investment Sales, Debt/Equity Advisory and Other, up 20%, and (iii) Project Management, up 8%.

Consolidated revenue increased 11% compared with 2024.

Transactional revenues increased 13% collectively, led by Investment Sales, Debt/Equity Advisory and Other, up 23% (excluding the impact of non-cash MSR and mortgage banking derivative activity) and Leasing, up 11%.

Resilient revenues grew 11%, highlighted by Project Management, up 20%, and Workplace Management, up 10%.

The following highlights Revenue by segment and type (Transactional versus Resilient), for the current and prior year ($ in millions).

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Operating expenses increased 10% to $25.0 billion in 2025.

Generally, the net increase in platform operating expenses was largely driven by growth in revenue-related expenses, partially offset by greater platform leverage.

Gross contract costs also increased due to top-line performance.

Generally, the increase in operating expenses was largely driven by growth in revenue-related expenses, including pass-through costs (gross contract costs) and commission expense, and also reflected higher restructuring and acquisition charges.

Greater platform leverage mitigated the revenue-related growth, as evidenced by the, lower, 8% increase in platform operating expenses.

Refer to segment operating results for additional detail.

Restructuring and acquisition charges were lower in 2024, compared with 2023, primarily due to (i) an expense credit in the third quarter of 2024 associated with a reduction to an acquisition-related earn-out and (ii) lower employment-related costs over the full year as significant cost-out actions were executed in 2023.

Restructuring and acquisition charges were higher, compared with 2024, primarily due to significantly lower net decreases to earn-out liabilities as well as higher severance and other employment-related charges.

Refer to the following table for further detail.

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Restructuring, pre-acquisition and post-acquisition charges 34.9 28.6

Fair value adjustments that resulted in a net decrease to earn-out liabilities from prior-period acquisition activity (32.6) (4.4)

Fair value adjustments to earn-out liabilities (1.8) (32.6)

Restructuring and acquisition charges $ 75.3 23.1

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Interest expense, net of interest income, for 2025 was $107.3 million, compared to $136.9 million in 2024.

The average outstanding borrowings under our credit facilities and commercial paper program was $1,381.4 million this year, with an average effective interest rate of 5.9%, in 2024, compared with $1,875.9 million, also with an average effective interest rate of 5.9%, during 2023.

The improvement was primarily due to lower average borrowings with meaningful contributions from a lower average interest rate.

The average outstanding borrowings under our credit facilities and commercial paper program was $1,119.7 million this year, with an average effective interest rate of 4.9%, in 2025, compared with $1,381.4 million, with an average effective interest rate of 5.9%, during 2024.

Equity Earnings/Losses

The following details Equity losses by relevant segment.

Refer to the segment discussions for additional details.

The following table details Equity earnings (losses) by category of investment.

Specific to Proptech Investments, lower equity losses in 2025 were attributable to modest valuation increases across several investments and less significant valuation declines compared with 2024.

Refer to the Investment Management segment discussion for additional details.

Year Ended December 31,

(in millions) 2025 2024

JLL Technologies $ (53.8) (177.0)

LaSalle (22.6) (24.7)

Investment Management $ 12.3 (22.6)

Proptech Investments (38.8) (53.8)

Other 5.8 5.6

Equity losses $ (20.7) (70.8)

The provision for income taxes was $132.5 million and $25.7 million for the years ended December 31, 2024 and 2023, respectively, representing effective tax rates ("ETR") of 19.5% and 10.2%, respectively.

The meaningfully lower ETR in 2023 was primarily attributable to the significantly lower pre-tax earnings (compared to 2024) as well as the geographic mix of income.

The provision for income taxes increased for the year as higher earnings before taxes outpaced the slight decline in our effective tax rate.

The following details our Income tax provision and effective tax rate.

Year Ended December 31,

($ in millions) 2025 2024

Income tax provision $ 189.5 132.5

Effective tax rate 19.3 % 19.5 %

Refer to the Income Tax discussion in the Summary of Critical Accounting Policies and Estimates and Note 8, Income Taxes, of the Notes to Consolidated Financial Statements, included in Item 8, for a further discussion of our effective tax rate.

On July 4, 2025, the United States enacted the One Big Beautiful Bill Act ("OBBBA").

The OBBBA includes provisions altering the timing of deduction associated with certain depreciable assets, research and experimental expenses, and interest expense, with some effective in 2025 and some in 2026.

The OBBBA further alters the determination and rates of taxation of international earnings, primarily effective in 2026.

The current period’s financial statements include the impact of the OBBBA provisions effective for 2025, which are not material to either income tax expense or the financial statements as a whole.

Net Income and Adjusted EBITDA

Net income attributable to common shareholders was $546.8 million for the year, or $11.30 per diluted common share, compared with $225.4 million for 2023, or $4.67 per diluted common share.

Adjusted EBITDA increased 28% from the prior year to $1,186.3 million in 2024.

Adjusted EBITDA expansion was primarily attributable to (i) higher revenues, both Transactional and certain Resilient revenue streams, including Workplace Management within Work Dynamics, and (ii) cost discipline and enhanced platform leverage.

These drivers notably outpaced the $19.5 million expense associated with the Fannie Mae loan repurchase and the $18.1 million impact associated with an outsized prior-year actuarial benefit.

The following details Net income attributable to common shareholders, earnings per share and Adjusted EBITDA.

Year Ended December 31,

(in millions, except per share data) 2025 2024

Net income attributable to common shareholders $ 792.1 546.8

Basic earnings per common share $ 16.73 11.51

Diluted earnings per common share $ 16.40 11.30

Adjusted EBITDA $ 1,452.9 1,186.3

Higher profits were primarily driven by Leasing Advisory and Capital Markets Services, fueled by strong Transactional revenue growth, with incremental contributions from Real Estate Management Services.

All segments reflected enhanced platform leverage and continued cost discipline.

In addition, an approximate $25 million adverse impact associated with U.S.

employee healthcare actuarial deficit was largely offset by discrete cost management actions.

Refer to the segment performance highlights for additional detail.

In addition to the aforementioned segment drivers, Net income attributable to common shareholders was favorably impacted by lower Interest expense, net of interest income, and lower equity losses, and unfavorably impacted by higher Restructuring and acquisition charges.

These additional drivers are discussed above in further detail.

Segment Operating Results

We manage and report our operations as five business segments:

Markets Advisory, Capital Markets, Work Dynamics, JLL Technologies and LaSalle.

Markets Advisory offers a wide range of real estate services, including agency leasing and tenant representation, property management, and advisory and consulting services.

Our Capital Markets service offerings include investment sales, debt and equity advisory, value and risk advisory, and loan servicing.

Our Work Dynamics business provides a broad suite of integrated services to occupiers of real estate, including facility and project management, as well as portfolio and other services.

Effective January 1, 2025, we report Property Management (historically included in Markets Advisory, which was renamed Leasing Advisory) within Real Estate Management Services (formerly referred to as Work Dynamics).

Additionally, Capital Markets, LaSalle and JLL Technologies were renamed to Capital Markets Services, Investment Management, and Software and Technology Solutions, respectively.

Effective July 1, 2025, we report the balances and activity associated with the investments historically reported within Software and Technology Solutions in "All Other." These investments (inclusive of convertible notes receivable) in proptech funds and early to mid-stage proptech companies ("Proptech Investments") do not constitute an operating or reporting segment.

Prior period financial information was recast to conform with the presentation changes described above.

Through December 31, 2025, we managed and reported our operations as five business segments:

Real Estate Management Services, Leasing Advisory, Capital Markets Services, Investment Management, and Software and Technology Solutions.

Our Real Estate Management Services business provides a broad suite of integrated services to occupiers of real estate, including facility and property management, project management, and portfolio and other services.

We consider "Property Management" to be services provided to non-occupying property investors and "Workplace Management" to be services provided to facility occupiers.

Our JLL Technologies segment offers software products, solutions and services, while LaSalle provides investment management services on a global basis to institutional investors and high-net-worth individuals.

Leasing Advisory offers agency leasing and tenant representation, as well as advisory and consulting services.

Our Capital Markets Services offerings include investment sales, debt and equity advisory, value and risk advisory, and loan servicing.

Investment Management provides services on a global basis to institutional investors and other sources of private capital, while our Software and Technology Solutions segment offers various software products and services to our clients.

Segment operating expenses comprise Gross contract costs and Segment platform operating expenses, which includes Platform compensation and benefits;

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Our measure of segment results excludes Restructuring and acquisition charges.

Markets Advisory

Real Estate Management Services

Year Ended December 31, Change in in Local

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dollars Currency

Leasing $ 2,596.2 2,343.6 252.6 11 % 11 %

Workplace Management $ 13,848.5 12,529.7 1,318.8 11 % 10 %

Project Management 3,797.9 3,151.9 646.0 20 20

Property Management 1,841.3 1,795.1 46.2 3 3

Advisory, Consulting and Other 109.4 102.9 6.5 6 7

Portfolio Services and Other 513.5 516.0 (2.5) — (1)

Revenue $ 20,001.2 17,992.7 2,008.5 11 % 11 %

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Segment operating expenses $ 19,672.2 17,716.1 1,956.1 11 % 11 %

Equity earnings (losses) $ 0.7 (0.5) 1.2 240 % 227 %

Equity earnings $ 0.7 2.9 (2.2) (76) % (74) %

Adjusted EBITDA $ 437.5 399.2 38.3 10 % 9 %

The broad-based increase in Markets Advisory revenue was primarily driven by Leasing and led by the office sector.

Many geographies achieved double-digit Leasing revenue growth, most notably the U.S., India and the UK.

In addition, the number of large Leasing deals (where JLL has a greater presence) increased over the prior year in nearly all asset classes.

Property Management revenue growth for the year was led by expansions in the U.S.

and several countries in Asia Pacific, largely due to greater pass-through costs (i.e., Gross contract costs), as management fees increased low single-digits.

The increase in Segment platform operating expenses was driven by higher commissions, partially offset by greater platform leverage.

Higher Adjusted EBITDA was driven by transactional revenue growth, which outpaced the expense increased described above.

Capital Markets

Higher Real Estate Management Services revenue was primarily driven by Workplace Management and Project Management.

Within Workplace Management, growth reflected a largely balanced mix of mandate expansions and new client wins.

Management fees within Workplace Management were unfavorably impacted by approximately $12 million of higher pass-through costs, compared with the prior year, associated with the U.S.

employee healthcare actuarial surplus/deficit.

Project Management delivered 20% growth, with broad-based contributions from most geographies, as higher pass-through costs augmented a low double-digit management fee increase.

The increase in Segment platform operating expenses was primarily driven by higher compensation and benefits expense to support business growth, partially mitigated by enhanced platform leverage.

The difference between the lower 4% increase in segment platform operating expenses compared with the 11% increase in total segment operating expenses was driven by incremental gross contract costs.

In addition, an approximate $22 million adverse bottom-line impact associated with the U.S.

medical actuarial surplus/deficit was largely offset by discrete cost management actions.

Adjusted EBITDA expansion was largely attributable to revenue growth described above together with the enhanced platform leverage.

Leasing Advisory

Year Ended December 31, Change in in Local

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dollars Currency

Investment Sales, Debt/Equity Advisory and Other $ 1,506.2 1,261.6 244.6 19 % 20 %

Value and Risk Advisory 373.0 363.8 9.2 3 3

Loan Servicing 161.2 152.6 8.6 6 6

Leasing $ 2,901.6 2,596.2 305.4 12 % 11 %

Advisory, Consulting and Other 108.3 109.4 (1.1) (1) (2)

Revenue $ 3,009.9 2,705.6 304.3 11 % 11 %

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Segment operating expenses $ 2,477.6 2,279.2 198.4 9 % 8 %

Equity earnings $ 2.7 6.7 (4.0) (60) % (59) %

Net non-cash MSR and mortgage banking derivative activity $ (18.2) (18.2) — — % — %

Adjusted EBITDA $ 580.1 464.7 115.4 25 % 24 %

Capital Markets top-line results were driven by Investment Sales, Debt/Equity Advisory and Other as investor sentiment and increasing interest rate stability supported year-over-year accelerated activity.

Both investment sales and debt advisory achieved double-digit growth across most geographies.

Investment sales in the U.S.

grew 30%, outperforming the broader market for U.S.

investment sales, which grew 12% according to JLL Research.

The increase in Segment platform operating expenses was driven by (i) higher commissions, correlated to revenue growth, (ii) the $19.5 million adverse impact associated with the August repurchase of a Fannie Mae loan and (iii) $5.1 million higher non-cash expense attributable to the year-over-year change in loan loss credit reserves.

The Adjusted EBITDA improvement was largely attributable to transactional revenue growth, together with cost discipline, tempered by the expense drivers described above.

Work Dynamics

The increase in Leasing Advisory revenue was attributable to Leasing, led by continued momentum in the office sector.

Many geographies achieved double-digit Leasing revenue increases, with the most significant growth coming from the U.S., Germany and Canada.

Broad-based growth across the U.S.

was primarily driven by office — as a meaningful increase in average deal size complemented higher volume — and industrial, largely due to higher deal volume.

The increase in Segment platform operating expenses was driven by higher commissions, a direct result of the revenue growth, partially mitigated by greater platform leverage.

Higher Adjusted EBITDA was driven by the revenue growth coupled with incremental platform leverage.

Capital Markets Services

Year Ended December 31, Change in in Local

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dollars Currency

Workplace Management $ 12,529.7 10,706.2 1,823.5 17 % 17 %

Project Management 3,151.9 2,924.8 227.1 8 8

Portfolio Services and Other 516.0 500.1 15.9 3 3

Investment Sales, Debt/Equity Advisory and Other $ 1,874.5 1,506.2 368.3 24 % 23 %

Value and Risk Advisory 379.6 373.0 6.6 2 —

Loan Servicing 168.0 161.2 6.8 4 4

Revenue $ 2,422.1 2,040.4 381.7 19 % 17 %

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Equity earnings $ 5.1 2.7 2.4 89 % 77 %

Net non-cash MSR and mortgage banking derivative activity $ (15.2) (18.2) 3.0 16 % 17 %

Adjusted EBITDA $ 364.4 244.4 120.0 49 % 47 %

Work Dynamics revenue growth was led by continued strong performance in Workplace Management, largely from a balanced mix of client wins and mandate expansions, as well as incremental pass-through costs in the United States.

Project Management revenue performance varied across geographies given shifts in business mix as management fees increased in the mid-single digits, supplemented by higher pass-through costs.

The increase in Segment platform operating expenses was driven by (i) a nearly $13 million lower actuarial benefit associated with U.S.

medical self-insurance compared to the prior year, (ii) higher U.S.

state gross receipt tax expense reported in the third quarter of 2024 and (iii) incremental investments in our platform (including technology and artificial intelligence capabilities).

Adjusted EBITDA growth was driven by top-line performance, which more than overcame the incremental expenses described above.

JLL Technologies

Capital Markets Services top-line growth was fueled by investment sales and debt advisory transactions across nearly all sectors, with the most significant contributions coming from multifamily and office.

Geographically, the growth was led by the U.S., UK and Spain.

Globally, investment sales revenues were up 21%, outpacing the broader investment sales market, which grew 18% over the same period according to JLL Research.

The current-year performance complemented a strong 2024 to achieve 43% and 57% top-line growth for investment sales and debt advisory, respectively, on a two-year stacked basis.

The increase in Segment platform operating expenses was primarily driven by higher commissions and other revenue-related costs.

The Adjusted EBITDA improvement was largely attributable to the transactional revenue growth, net of higher commissions, described above, together with enhanced platform leverage.

Investment Management

Year Ended December 31, Change in in Local

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dollars Currency

Advisory fees $ 373.7 373.8 (0.1) — % (1) %

Transaction fees and other 37.3 33.5 3.8 11 11

Incentive fees 39.1 60.6 (21.5) (35) (37)

Revenue $ 450.1 467.9 (17.8) (4) % (5) %

Platform compensation and benefits $ 263.8 268.9 (5.1) (2) % (4) %

$ 197.0 200.7 (3.7) (2 %) (2 %)

Platform operating, administrative and other 66.9 69.8 (2.9) (4) (6)

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$ 83.5 100.3 (16.8) (17) % (17) %

Equity losses $ (53.8) (177.0) 123.2 70 % 70 %

(1) Included in Compensation and benefits expenses for JLL Technologies is carried interest expense of $2.7 million for the twelve months ended December 31, 2024, and carried interest benefit of $13.8 million for the twelve months ended December 31, 2023.

Carried interest expense (benefit) is associated with equity earnings/losses on Spark Venture Funds investments.

(2) Adjusted EBITDA excludes Equity losses for JLL Technologies.

The decrease in JLL Technologies revenue was due to lower contract signings in technology solutions over the past year, partially offset by modest growth in software services.

The net increase in Segment platform operating expenses was largely driven by a $16.5 million year-over-year difference associated with carried interest expense (given incremental expense in 2024 compared with a reduction in carried interest in 2023), largely offset by the impact of cost discipline and improved operating efficiency achieved over the past year.

The decline in Adjusted EBITDA was attributable to the revenue and expense drivers described above.

Lower equity losses in 2024 were attributable to modest valuation increases across several investments, offset by less significant valuation declines compared with 2023.

Equity earnings (losses) $ 12.3 (22.6) 34.9 n.m.

(1) Adjusted EBITDA excludes Equity earnings (losses) attributable to common shareholders for Investment Management.

The decrease in Investment Management revenue was predominantly attributable to the lower incentive fees, as expected.

Transaction fees increased compared with the prior year, especially during the fourth quarter, reflecting improved transaction volume in multiple geographies, while Advisory fees remained relatively steady, as growth in North America offset lower contributions from Asia Pacific.

The decrease in Segment platform operating expenses was largely driven by lower variable incentive compensation expense as a result of the decrease in incentive fees.

The change in Adjusted EBITDA primarily reflected (i) the expected, lower incentive fees noted above, net of variable compensation costs and (ii) the absence of a prior-year $8.2 million benefit from the gain recognized in the second quarter of 2024 following the purchase of a controlling interest in a LaSalle-managed fund.

Investment Management reported equity earnings for the year, versus equity losses in the prior year, as property valuation adjustments stabilized and in some cases rose.

AUM decreased 3% in USD and local currency over the trailing twelve months.

Changes in AUM are detailed in the table below (in billions):

Beginning balance (December 31, 2024) $ 88.8

Asset acquisitions/takeovers 5.9

Asset dispositions/withdrawals (8.7)

Valuation changes 1.8

Foreign currency translation 0.1

Change in uncalled committed capital and cash held (1.5)

Ending balance (December 31, 2025) $ 86.4

Software and Technology Solutions

Year Ended December 31, Change in in Local

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dollars Currency

Advisory fees $ 373.8 406.2 (32.4) (8) % (7) %

Transaction fees and other 33.5 30.0 3.5 12 14

Incentive fees 60.6 47.5 13.1 28 36

Revenue $ 232.3 226.3 6.0 3 % 2 %

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Adjusted EBITDA $ (14.2) (19.6) 5.4 28 % 25 %

$ 100.3 103.8 (3.5) (3) % 1 %

Equity losses $ (22.6) (24.7) 2.1 9 % 9 %

(1) Adjusted EBITDA excludes Equity losses for LaSalle.

The decrease in revenue was driven by lower advisory fees, which reflected (i) reduced fees in Europe as a result of structural changes to a lower-margin business and (ii) declines in AUM over the trailing twelve months.

The decrease in advisory fees was largely offset by higher incentive fees, in particular those earned in the fourth quarter of 2024 from asset dispositions on behalf of clients in Asia Pacific.

Lower Segment platform operating expenses reflected (i) lower variable incentive compensation expense as a result of decreased revenue and (ii) the 2024 benefit of cost management actions.

These decreases were partially offset by a few discrete, individually immaterial expense items.

Adjusted EBITDA was flat compared to the prior year, reflecting the lower revenues offset by the expense drivers noted above and an $8.2 million gain recognized in the second quarter of 2024 following the purchase of a controlling interest in a LaSalle-managed fund.

Net equity losses were lower in 2024 as LaSalle reported equity earnings for the fourth-quarter, as valuation movements in AUM continue to stabilize.

The fourth quarter of 2024 was the first quarter since mid-2022 with positive equity earnings, reflecting greater stabilization of underlying valuations.

In 2024, AUM decreased nominally in USD (3% in local currency).

Changes in AUM are detailed below (in billions):

Beginning balance (December 31, 2023) $ 89.0

Asset acquisitions/takeovers 4.6

Asset dispositions/withdrawals (5.3)

Valuation changes (1.3)

Foreign currency translation 2.4

Change in uncalled committed capital and cash held (0.6)

Ending balance (December 31, 2024) $ 88.8

The increase in Software and Technology Solutions revenue reflected double-digit growth in software outpacing declines in technology solutions, the result of lower activity associated with large existing clients.

Segment platform operating expense growth was driven by increased revenue-related expenses and higher depreciation and amortization expense, largely associated with purchased and developed software.

These drivers were partially offset by cost management actions.

The improvement in Adjusted EBITDA was driven by the increased revenue and cost management actions described above.

LIQUIDITY AND CAPITAL RESOURCES

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Operating activities provided $1,194.1 million of cash in 2025, compared with $785.3 million provided in 2024.

Improved cash flow performance was primarily driven by (i) higher cash provided by earnings, (ii) higher commission and bonus accruals (versus payments made) and (iii) improvements in Net reimbursables.

These were partially offset by an increase in receivables associated with revenue growth, $126.4 million of higher cash taxes paid, and the August 2024 loan repurchase from Fannie Mae.

Improved cash flow performance was primarily driven by (i) higher cash provided by earnings, (ii) the absence of cash outflow associated with a 2024 loan repurchased from Fannie Mae together with cash proceeds in 2025 from the sale of the repurchased loan's underlying asset, and (iii) lower cash taxes paid.

Cash Flows from Investing Activities

We used $336.6 million of cash for investing activities during 2025, compared with $316.8 million used in 2024.

Net cash outflow increased in 2024 due to higher business acquisition volumes in the current year, partially offset by lower investment activity within JLL Technologies and LaSalle.

The increase in cash used for investing activities was primarily attributable to our $100.0 million contribution to JLL Income Property Trust ("JLL IPT"), an Investment Management core open-end flagship fund, in January 2025, and higher net capital additions, partially offset by lower cash paid for acquisitions.

We discuss key drivers, along with other investing activities, individually below in further detail.

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Financing activities used $643.2 million of cash during 2025, compared with $451.2 million used during 2024.

This change resulted from a net year-over-year decrease in debt outstanding, as cash provided by earnings was higher in 2024.

We discuss the key components of our financing activity below in further detail.

On June 27, 2024, we established a commercial paper program (the “Program”) in which we may issue up to $2.5 billion of short-term, unsecured and unsubordinated commercial paper notes at any time, under the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The change was driven by higher share repurchases and incremental net reductions on short-term borrowings in 2025.

We discuss these drivers in further detail below.

We maintain a commercial paper program (the "Program") in which we may issue up to $2.5 billion of short-term, unsecured and unsubordinated commercial paper notes at any time.

Our $3.3 billion Facility matures on November 3, 2028, and bears a variable interest rate.

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Average effective interest rate 4.9 % 5.9 %

As of December 31, 2024, we had €350.0 million of Euro Notes, evenly divided between maturities of June 2027 (with a fixed interest rate of 1.96%) and June 2029 (with a fixed interest rate of 2.21%).

During 2023, we issued $400.0 million of Senior Notes due December 2028 with a fixed interest rate of 6.875% and used the proceeds to pay down our Facility.

As of December 31, 2025, we had €350.0 million of Euro Notes, evenly divided between maturities of June 2027 (with a fixed interest rate of 1.96%) and June 2029 (with a fixed interest rate of 2.21%), and $400.0 million of Senior Notes due December 2028 with a fixed interest rate of 6.875%.

We will continue to use the Facility for working capital needs (including payment of accrued incentive compensation), co-investment activities, share repurchases, capital expenditures and acquisitions.

Refer to Note 10, Debt in the Notes to Consolidated Financial Statements, included in Item 8, for additional information on our debt.

Refer to Note 9, Fair Value Measurements in the Notes to Consolidated Financial Statements, included in Item 8, for additional information on our debt.

Investment Activity

As of December 31, 2024, we had a carrying value of $812.7 million in Investments, primarily related to investments by JLL Technologies in early to mid-stage proptech companies and proptech funds as well as LaSalle co-investments.

In 2024 and 2023, funding of investments exceeded returns of capital by $69.4 million and $85.7 million, respectively.

We expect continued investments by JLL Technologies as well as strategic co-investment opportunities with our investment management clients globally as co-investment remains an important foundation to the continued growth of LaSalle's business.

We have unfunded capital commitments to investment vehicles and direct investments totaling a maximum of $299.6 million as of December 31, 2024.

As of December 31, 2025, we had a carrying value of $892.9 million in Investments, primarily related to Investment Management co-investments and investments in early to mid-stage proptech companies as well as proptech funds ("Proptech Investments").

In 2025 and 2024, funding of investments exceeded returns of capital by $111.1 million (which notably included $100.0 million invested in JLL IPT as described above) and $69.4 million, respectively.

We have maximum potential unfunded commitments to direct investments or investment vehicles of $203.5 million and $7.3 million as of December 31, 2025 for our Investment Management business and Proptech Investments, respectively.

See Note 5, Investments, of the Notes to Consolidated Financial Statements, included in Item 8, for additional information on our investment activity.

Share Repurchase and Dividend Programs

In February 2022, our Board of Directors authorized an additional $1.5 billion for the repurchase of our common stock in the open market and privately negotiated transactions.

As of December 31, 2025, $801.7 million remained authorized for repurchases under our repurchase program.

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Year Ended December 31,

($ in millions) 2024 2023

Total number of shares repurchased (in 000's) 373.1 410.3

Total paid for shares repurchased $ 80.4 62.0

Total number of shares repurchased (in thousands) 747.5 373.1

Total paid for shares repurchased (in millions) $ 211.5 80.4

Capital Expenditures

Capital expenditures were $185.5 million and $186.9 million in 2024 and 2023, respectively.

Net capital additions were $215.6 million and $185.5 million in 2025 and 2024, respectively.

Expenditures in both years were primarily related to office leasehold improvements, hardware and purchased/developed software.

Business Acquisitions

In 2024, we paid $69.7 million for business acquisitions.

This included $62.3 million of payments relating to acquisitions that closed in 2024 and $7.4 million for deferred business acquisition and earn-out obligations related to acquisitions completed in prior years, which are primarily reflected in cash flows from financing activities.

The following table details cash payments relating to acquisitions.

Payments for current-year acquisitions are included in cash used in investing activities, while payments for prior-year acquisitions are primarily reflected in cash used in financing activities.

Year Ended December 31,

(in millions) 2025 2024

Payments relating to current-year acquisitions $ 7.7 62.3

Payments for deferred business acquisition and earn-out obligations 19.6 7.4

Total paid for business acquisitions $ 27.3 69.7

Terms for our acquisitions have typically included cash paid at closing with provisions for additional consideration and earn-out payments subject to certain contract provisions and performance.

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We have historically funded pension costs as actuarially determined and as applicable laws and regulations require.

We expect to contribute $0.5 million to our defined benefit pension plans in 2025.

We expect to make immaterial contributions to our defined benefit pension plans in 2026.

As payments to recipients are based on their retirement date, age and other factors, we cannot determine the timing of such payments with precision.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis