What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-30 compared with 2025-11-05 · 107 added, 251 removed, 288 unchanged (55% of the section changed)

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements, including the notes thereto, for the nine months ended September 30, 2025, and our audited Consolidated Financial Statements, including the notes thereto, for the fiscal year ended December 31, 2024, which are included in our 2024 Annual Report on Form 10-K, filed with the SEC and also available on our website ( www.jll.com ).

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements, including the notes thereto, for the three months ended March 31, 2026, and our audited Consolidated Financial Statements, including the notes thereto, for the fiscal year ended December 31, 2025, which are included in our 2025 Annual Report on Form 10-K, filed with the SEC and also available on our website ( www.jll.com ).

You should also refer to Item 7.

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Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2025.

There have been no material changes to these critical accounting policies and estimates during the nine months ended September 30, 2025.

There have been no material changes to these critical accounting policies and estimates during the three months ended March 31, 2026.

ITEMS AFFECTING COMPARABILITY

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This quarterly estimation can result in significant fluctuations in quarterly Compensation and benefits expense from period to period.

Consequently, the results for the periods ended September 30, 2025 and 2024 are not fully indicative of the results we expect to realize for the full fiscal year.

Consequently, the results for the periods ended March 31, 2026, and 2025, are not fully indicative of the results we expect to realize for the full fiscal year.

RESULTS OF OPERATIONS

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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.

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

In addition, we define "Advisory" revenue (previously referred to as "Transactional") 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 and transaction fees, 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.

These costs are presented on a gross basis in Operating expenses (with the corresponding fees in Revenue).

• We define "MENA" as Middle East and North Africa.

Consolidated Operating Results

Three Months Ended September 30, Change in % Change in Local Currency

Three Months Ended March 31, Change in % Change in Local Currency

($ in millions) 2026 2025 U.S.

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Investment Management 99.3 98.5 0.8 1 (1)

Software and Technology Solutions 58.6 56.7 1.9 3 3

Revenue $ 6,386.5 5,746.4 640.1 11 % 9 %

Platform compensation and benefits $ 1,454.3 1,291.7 162.6 13 % 10 %

$ 1,569.1 1,406.9 162.2 12 % 11 %

Platform operating, administrative and other expenses 321.8 301.1 20.7 7 4

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Gross contract costs 4,342.7 3,942.3 400.4 10 8

Restructuring and acquisition charges 11.7 (8.8) 20.5 n.m.

Restructuring and acquisition charges 5.3 19.7 (14.4) (73) (73)

Total operating expenses $ 6,181.9 5,626.4 555.5 10 % 8 %

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Adjusted EBITDA $ 273.6 224.8 48.8 22 % 24 %

(1) Included in Platform compensation and benefits is carried interest expense of $4.3 million and $2.2 million for the three months ended September 30, 2025 and 2024, respectively.

Carried interest expense/benefit is associated with Equity earnings/losses on Proptech Investments.

Consolidated Operating Results (continued)

Nine Months Ended September 30, Change in % Change in Local Currency

($ in millions) 2025 2024 U.S.

Real Estate Management Services $ 14,445.8 12,959.6 1,486.2 11 % 11 %

Leasing Advisory 2,004.8 1,854.1 150.7 8 8

Capital Markets Services 1,567.7 1,334.0 233.7 18 17

Investment Management 317.0 307.3 9.7 3 2

Software and Technology Solutions 171.6 167.0 4.6 3 3

Revenue $ 18,506.9 16,622.0 1,884.9 11 % 11 %

Platform compensation and benefits (1)

$ 4,288.0 3,916.2 371.8 9 % 9 %

Platform operating, administrative and other expenses 980.4 909.8 70.6 8 7

Depreciation and amortization 196.9 188.8 8.1 4 4

Total platform operating expenses 5,465.3 5,014.8 450.5 9 9

Gross contract costs 12,397.8 11,107.9 1,289.9 12 12

Restructuring and acquisition charges 52.7 4.4 48.3 n.m.

Total operating expenses $ 17,915.8 16,127.1 1,788.7 11 % 11 %

Operating income $ 591.1 494.9 96.2 19 % 19 %

Equity losses $ (25.6) (20.0) (5.6) (28) % (29) %

Net non-cash MSR and mortgage banking derivative activity $ (17.3) (25.9) 8.6 33 % 33 %

Adjusted EBITDA $ 863.8 731.5 132.3 18 % 18 %

(1) Included in Platform compensation and benefits is a carried interest benefit of $0.6 million and a carried interest expense of $4.3 million for the nine months ended September 30, 2025 and 2024.

Carried interest expense/benefit is associated with Equity earnings/losses on Proptech Investments.

Non-GAAP Financial Measures

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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.

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

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Below is a reconciliation of Net income attributable to common shareholders to Adjusted EBITDA.

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in millions) 2026 2025

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Depreciation and amortization (1)

56.7 64.5 194.1 185.9

Restructuring and acquisition charges 5.3 19.7

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Equity (earnings) losses - Investment Management and Proptech Investments (1)

(26.6) 2.2 29.1 23.4

Credit losses on convertible note investments 0.3 0.5

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The following table reflects the reconciliation to local currency amounts for consolidated (i) Revenue, (ii) Operating income and (iii) Adjusted EBITDA.

Three Months Ended September 30, Nine Months Ended September 30,

($ in millions) 2025 % Change 2025 % Change

Three Months Ended March 31,

($ in millions) 2026 % Change

At current period exchange rates $ 6,386.5 11 %

Impact of change in exchange rates (40.9) n/a (19.7) n/a

Impact of change in exchange rates (122.4) n/a

At comparative period exchange rates $ 6,264.1 9 %

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At current period exchange rates $ 204.6 71 %

Impact of change in exchange rates (0.2) n/a (3.6) n/a

Impact of change in exchange rates 7.0 n/a

At comparative period exchange rates $ 211.6 76 %

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At current period exchange rates $ 273.6 22 %

Impact of change in exchange rates (0.9) n/a (3.8) n/a

Impact of change in exchange rates 5.7 n/a

At comparative period exchange rates $ 279.3 24 %

Revenue increased 9% compared with the prior-year quarter.

Collectively, Transactional revenues grew 13%, led by (i) Investment Sales, Debt/Equity Advisory and Other, within Capital Markets Services, up 26% (excluding the impact of non-cash MSR and mortgage banking derivative activity), (ii) Leasing, within Leasing Advisory, up 8%, and (iii) Incentive fees, within Investment Management, which were $16.5 million this quarter compared with no activity in the prior-year quarter.

The collective 9% increase in Resilient revenues was highlighted by Project Management, up 24%, and Workplace Management, up 8%, both within Real Estate Management Services.

On a year-to-date basis, revenue increased 11%.

Resilient revenues grew 11% collectively, highlighted by Project Management, up 21%, and Workplace Management, up 11%.

Transactional revenues increased 11% collectively, led by Investment Sales, Debt/Equity Advisory and Other, up 21% (excluding the impact of non-cash MSR and mortgage banking derivative activity), and Leasing, within Leasing Advisory, up 9%.

The following highlights Revenue by segment, for the third quarter and first nine months of 2025 and 2024.

Collectively, Advisory revenues grew 17%, led by Leasing Advisory, up 16%, and Investment Sales, Debt/Equity Advisory and Other, within Capital Markets Services, up 23% (excluding the impact of net non-cash MSR and mortgage banking derivative activity).

The collective 7% increase in Resilient revenues was highlighted by Workplace Management, up 8%, and Project Management, up 10%, both within Real Estate Management Services.

The following highlights Revenue by reporting segment and type, for the first quarter of 2026 and 2025 ($ in millions).

Refer to segment operating results for further detail.

Revenue by Segment (in millions)

Operating Expenses

Consolidated operating expenses were $6.2 billion for the third quarter, up 10% from the same period in 2024.

Consolidated operating expenses were $6.2 billion for the first quarter, up 8% from the same period in 2025.

Gross contract costs were $4.3 billion, up 8% from the prior-year quarter, attributable to growth from businesses with higher client pass-through expenses such as Workplace Management and Project Management, both within Real Estate Management Services.

Platform operating expenses were $2.0 billion for the third quarter, a 9% increase from the prior-year quarter, largely due to revenue-related expense growth.

On a year-to-date basis, operating expenses were $17.9 billion, up 11%.

Gross contract costs were $12.4 billion, up 12%, while Platform operating expenses were $5.5 billion, up 9%.

The drivers of the increases are consistent with the quarterly narrative above.

The year-over-year change in Restructuring and acquisition charges for the third quarter was largely driven by an expense credit in the prior-year quarter associated with a lower expected earn-out payout related to a 2021 U.S.

property management joint venture.

For September year to date, the change was primarily attributable to i) the impact of expense credits in the prior year associated with lower expected earn-out payouts and ii) higher severance and other employment-related charges in 2025 associated with restructuring programs, notably restructuring associated with the 2025 change in segments.

Three Months Ended September 30, Nine Months Ended September 30,

Platform operating expenses were $1.8 billion for the first quarter, an 8% increase from the prior-year quarter, largely due to revenue-related variable compensation expense growth.

The year-over-year change in Restructuring and acquisition charges for the first quarter was largely driven by lower severance and employment-related charges and lower acquisition-related expenses in 2026.

Three Months Ended March 31,

(in millions) 2026 2025

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Restructuring, pre-acquisition and post-acquisition charges 1.9 8.4

Fair value adjustments that resulted in a net decrease to earn-out liabilities from prior-period acquisition activity 0.4 (20.9) (3.1) (33.5)

Fair value adjustments that resulted in a net increase to earn-out liabilities from prior-period acquisition activity 0.5 3.9

Restructuring and acquisition charges $ 5.3 19.7

Interest Expense

Interest expense, net of interest income, for the three and nine months ended September 30, 2025, was $29.2 million and $89.1 million, respectively, compared with $38.1 million and $110.3 million in the prior-year periods.

Lower expense was primarily due to a lower effective interest rate and lower average borrowings compared with the respective prior-year periods.

Interest expense, net of interest income, for the three months ended March 31, 2026, was $17.0 million, compared with $24.6 million in the prior-year period.

Lower expense was primarily due to a lower effective interest rate and lower average borrowings compared with the prior-year period.

Equity Earnings/Losses

The following details Equity earnings/losses by investment type.

Equity earnings/losses for the third quarter and first nine months of 2025 largely reflect net valuation changes for Investment Management and Proptech Investments.

Three Months Ended September 30, Nine Months Ended September 30,

In the current period, equity earnings reflected modest net valuation increases across the underlying investment portfolios.

Equity losses in the prior-year quarter were largely attributable to valuation declines of certain Proptech Investments.

Three Months Ended March 31,

(in millions) 2026 2025

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Equity earnings (losses) $ 7.5 (25.6)

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

Three Months Ended September 30, Nine Months Ended September 30,

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

Three Months Ended March 31,

($ in millions) 2026 2025

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

The OBBBA includes provisions altering the timing of deduction from 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 income tax expense or the financial statements as a whole.

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

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

For provisions effective in 2026, the current period’s effective tax rate includes the impact of such OBBBA provisions, which are not material to income tax expense or the financial statements as a whole.

Net Income and Adjusted EBITDA

The following details Net income attributable to common shareholders and Adjusted EBITDA for the three and nine months ended September 30, 2025, and comparable prior-year periods.

Three Months Ended September 30, Nine Months Ended September 30,

The following details Net income attributable to common shareholders and Adjusted EBITDA for the three months ended March 31, 2026, and 2025.

Three Months Ended March 31,

(in millions) 2026 2025

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Adjusted EBITDA $ 273.6 224.8

For the third quarter of 2025, higher Adjusted EBITDA was largely driven by Transactional revenue growth, most notably within Capital Markets Services and Investment Management, with contributions from Resilient revenue growth, predominantly within Real Estate Management Services, together with enhanced platform leverage and continued cost discipline.

These drivers outpaced the unfavorable impact on the current quarter associated with the timing of incentive compensation accruals and certain discrete expenses in the quarter.

The following chart reflects segment Adjusted EBITDA for the third quarter and first nine months of 2025 and 2024.

As noted in the Segment Operating Results section, Proptech Investments are reflected outside of the reporting segments in "All Other;" Adjusted EBITDA for the segments, therefore, does not sum to the consolidated total.

For the first quarter of 2026, higher Adjusted EBITDA and margin were primarily driven by Capital Markets Services and Leasing Advisory, led by strong Advisory revenue growth.

Profitability also reflected incremental platform leverage and continued cost discipline.

The following chart reflects segment Adjusted EBITDA for the first quarter of 2026 and 2025.

Proptech Investments are reflected outside of the reporting segments in "All Other;" Adjusted EBITDA for the segments, therefore, does not sum to the consolidated total.

Aggregation of Segment Adjusted EBITDA (in millions)

Segment Operating Results

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.

We manage and report 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.

Effective January 1, 2026, we began reporting Software and Technology Solutions (historically a standalone reporting segment) as a fifth business line within Real Estate Management Services.

In addition, the revenue disaggregation within Leasing Advisory was collapsed and the presentation of Investment Management revenue was simplified to reflect two captions:

Advisory fees and Incentive and transaction fees.

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

We manage and report our operations as four business segments:

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

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

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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 high-net-worth individuals, while our Software and Technology Solutions segment offers various software products and services to our clients.

Investment Management provides services on a global basis to institutional investors and high-net-worth individuals.

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

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Real Estate Management Services

Three Months Ended September 30, Change in in Local

($ in millions) 2025 2024 U.S.

dollars Currency

Workplace Management $ 3,423.6 3,164.6 259.0 8 % 8 %

Project Management 967.9 771.3 196.6 25 24

Property Management 461.1 452.3 8.8 2 2

Portfolio Services and Other 129.8 132.3 (2.5) (2) (3)

Revenue $ 4,982.4 4,520.5 461.9 10 % 10 %

Platform compensation and benefits $ 475.2 436.4 38.8 9 % 8 %

Platform operating, administrative and other 148.4 159.5 (11.1) (7) (8)

Depreciation and amortization 26.0 33.0 (7.0) (21) (22)

Segment platform operating expenses 649.6 628.9 20.7 3 2

Gross contract costs 4,255.5 3,829.9 425.6 11 11

Segment operating expenses $ 4,905.1 4,458.8 446.3 10 % 9 %

Equity earnings $ 0.1 1.1 (1.0) (91 %) (80) %

Adjusted EBITDA $ 102.2 94.5 7.7 8 % 8 %

Real Estate Management Services (continued)

Nine Months Ended September 30, Change in in Local

Three Months Ended March 31, Change in in Local

($ in millions) 2026 2025 U.S.

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Portfolio Services and Other 110.9 112.7 (1.8) (2) (4)

Software and Technology Solutions 56.8 57.1 (0.3) (1) (1)

Revenue $ 5,065.7 4,626.5 439.2 9 % 7 %

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Adjusted EBITDA $ 65.4 61.0 4.4 7 % 12 %

Real Estate Management Services revenue growth for the third quarter and first nine months of 2025 was partially driven by continued strong performance in Workplace Management.

Client wins outpaced mandate expansions for the quarter and for the first nine months of 2025.

For both periods, incremental pass-through costs augmented mid single-digit management fee increases.

Project Management revenue also meaningfully contributed to growth for both the three and nine months ended September 30, 2025, driven by new and expanded contracts primarily in the U.S.

and Asia Pacific.

Low double-digit management fee increases were supplemented by higher pass-through costs.

Operating expenses for the segment increased for the quarter and the year to date, primarily due to revenue-related expense growth and higher gross contract costs from increased client pass-through expenses.

Higher expenses in 2025 also reflected the impact of incentive compensation accruals timing and certain discrete items, including incremental bad debt expense, which had a more significant impact on the third quarter than the nine-month period.

Partially offsetting these drivers, the current-year quarter benefited from $8.2 million in lower gross receipts tax expense compared to 2024.

The increases in Adjusted EBITDA for both the current quarter and year-to-date periods were primarily driven by the strong top-line performance described above, which outpaced the aforementioned expense growth.

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

Within Workplace Management, the increase reflected a mix of new client wins and mandate expansions.

Globally, Project Management delivered double-digit growth, primarily driven by the Americas, with higher pass-through costs augmenting a high single-digit management fee increase.

Increased segment platform operating expenses were driven by incremental human capital investments to support future business growth.

Higher gross contract costs correlated to top-line performance in the Workplace Management, Project Management and Property Management business lines.

Higher Adjusted EBITDA was primarily driven by the revenue growth described above.

Leasing Advisory

Three Months Ended September 30, Change in in Local

($ in millions) 2025 2024 U.S.

dollars Currency

Leasing $ 719.1 665.4 53.7 8 % 8 %

Advisory, Consulting and Other 22.8 26.1 (3.3) (13) (13)

Revenue $ 741.9 691.5 50.4 7 % 7 %

Platform compensation and benefits $ 538.3 494.9 43.4 9 % 8 %

Platform operating, administrative and other 64.2 55.5 8.7 16 15

Depreciation and amortization 10.9 9.1 1.8 20 20

Segment platform operating expenses 613.4 559.5 53.9 10 9

Gross contract costs 3.1 9.7 (6.6) (68) (68)

Segment operating expenses $ 616.5 569.2 47.3 8 % 8 %

Adjusted EBITDA $ 136.9 131.7 5.2 4 % 4 %

Nine Months Ended September 30, Change in in Local

Three Months Ended March 31, Change in in Local

($ in millions) 2026 2025 U.S.

dollars Currency

Leasing $ 1,936.7 1,781.8 154.9 9 % 9 %

Advisory, Consulting and Other 68.1 72.3 (4.2) (6) (6)

Revenue $ 686.3 $ 586.1 100.2 17 % 16 %

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Segment operating expenses $ 580.6 501.2 79.4 16 % 14 %

Equity earnings $ — 0.1 (0.1) (100) % (145) %

Adjusted EBITDA $ 116.9 97.0 19.9 21 % 22 %

Compared with the prior-year periods, broad-based Leasing revenue increased across major asset classes, led by continued momentum in office, with the most significant growth in the U.S.

as well as notable contributions from Germany and Canada.

expansion was primarily driven by growth in office, from both higher volume and deal size, as well as increased industrial deal volume.

Office Leasing revenue growth outperformed global office volumes (up 14% compared with market volumes up 2% according to JLL Research), highlighted by U.S.

outperformance (revenue up 14% compared with market volumes up 4% according to JLL Research).

Year-to-date revenues, compared to overall and U.S.

office market volume, mirrored our third-quarter outperformance.

The third-quarter and year-to-date increases in segment operating expenses were primarily due to higher commissions, correlated to revenue growth, and the year-over-year unfavorable impact from the timing of incentive compensation accruals.

The increases in Adjusted EBITDA for the third quarter and first nine months were driven by the revenue growth described above, net of associated commissions.

For the quarter, this growth was meaningfully offset by the aforementioned impact from the timing of incentive compensation accruals.

The increase in Leasing Advisory revenue was driven by continued momentum in the office sector and an acceleration in industrial.

Many geographies achieved double-digit revenue growth for the quarter, highlighted by the U.S.

and with a meaningful uptick in the UK.

Broad-based growth across the U.S.

was primarily driven by office - as an increase in average deal size complemented higher volume - and industrial, primarily due to larger deal size.

Office leasing revenue growth outperformed global office volumes (up 12% compared with market volumes down 1% according to JLL Research), highlighted by U.S.

revenue outperformance (up 14% compared with market volumes up 7% according to JLL Research).

Higher segment platform operating expenses were substantially driven by higher commission expense, correlated to the revenue growth.

The increase in deal size contributed to a higher average commission rate, compared with 2025, as higher commission tiers were achieved earlier this year.

Adjusted EBITDA and margin expansion were driven by revenue growth, partially tempered by the higher commission expense noted above.

Capital Markets Services

Three Months Ended September 30, Change in in Local

($ in millions) 2025 2024 U.S.

dollars Currency

Investment Sales, Debt/Equity Advisory and Other $ 479.5 371.8 107.7 29 % 28 %

Value and Risk Advisory 89.9 86.0 3.9 5 3

Loan Servicing 42.7 41.0 1.7 4 4

Revenue $ 612.1 498.8 113.3 23 % 22 %

Platform compensation and benefits $ 436.8 365.5 71.3 20 % 19 %

Platform operating, administrative and other 85.8 62.3 23.5 38 36

Depreciation and amortization 9.8 16.6 (6.8) (41) (42)

Segment platform operating expenses 532.4 444.4 88.0 20 19

Gross contract costs 1.5 11.5 (10.0) (87) (87)

Segment operating expenses 533.9 455.9 78.0 17 % 16 %

Equity earnings $ 0.8 0.2 0.6 300 % 195 %

Net non-cash MSR and mortgage banking derivative activity $ (0.2) (5.1) 4.9 96 % 97 %

Adjusted EBITDA $ 89.9 65.7 24.2 37 % 36 %

Capital Markets Services (continued)

Nine Months Ended September 30, Change in in Local

Three Months Ended March 31, Change in in Local

($ in millions) 2026 2025 U.S.

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Adjusted EBITDA $ 77.1 48.6 28.5 59 % 63 %

For the third quarter and first nine months of 2025, Capital Markets Services top-line growth was fueled by debt advisory, investment sales and equity advisory transactions across nearly all sectors, with the most significant contributions coming from multifamily and retail.

Geographically, revenue growth was led by the U.S.

for both the third quarter and first nine months of 2025, augmented by strong contributions from Japan and Australia for the quarter and India and MENA for the year to date.

Globally, investment sales were up 22% for the quarter, significantly outpacing the broader investment sales market, which grew 12% over the same period according to JLL Research.

The increases in segment operating expenses for the third quarter and first nine months of 2025 were largely driven by higher commission expense, correlated to the revenue growth described above.

In addition, $7.2 million of incremental expense associated with loan-related losses, including an increase in loan loss reserves, was recorded in the current quarter.

In October 2025, the underlying asset for the loan repurchased in August 2024 was sold;

the $3.6 million expense impact - reflecting final pricing and expected closing costs - was included in the aforementioned loan-related losses recognized this quarter.

On a year-to-date basis, in addition to the loan-related losses described above, we recognized approximately $14.0 million of incremental expense associated with an enhanced loss-share agreement with Fannie Mae for a specific three-loan portfolio.

The impact of this item is more than offset by the $18.0 million of loan-related expenses recognized in the first half of 2024.

Adjusted EBITDA increases for the quarter and first nine months of 2025 were primarily attributable to the revenue growth described above, net of associated commission expenses, partially offset by the impact of incremental loan-related losses.

Capital Markets Services top-line growth was fueled by investment sales and debt advisory transactions, across nearly all sectors, with robust equity advisory activity (up nearly 80% compared with the prior-year quarter).

Investment sales and debt advisory grew 27% (42% on a two-year stacked basis) and 30% (81% on a two-year stacked basis), respectively.

Globally, investment sales revenue growth significantly outpaced the broader market, which grew 11% over the same period according to JLL Research.

The increase in segment revenue was broad-based across most geographies and was led by the U.S., Japan and the UK.

The increase in segment platform operating expenses was largely driven by higher commission expense, correlated to the growth in Investment Sales, Debt/Equity Advisory and Other.

This driver was partially offset by lower amortization expense versus the prior-year quarter, as certain acquisition-related intangible assets fully amortized in mid-2025.

Higher Adjusted EBITDA and margin expansion for the quarter were primarily attributable to the revenue growth described above, augmented by $7.2 million of lower loan-related expenses, including a reduction in the loan loss reserves.

Investment Management

Three Months Ended September 30, Change in in Local

($ in millions) 2025 2024 U.S.

dollars Currency

Advisory fees $ 93.0 92.7 0.3 — % (1) %

Transaction fees and other 5.9 8.6 (2.7) (31) (30)

Incentive fees 16.5 — 16.5 n.m.

Revenue $ 115.4 101.3 14.1 14 % 12 %

Platform compensation and benefits $ 68.0 59.8 8.2 14 % 12 %

Platform operating, administrative and other 16.1 18.7 (2.6) (14) (15)

Depreciation and amortization 2.7 1.9 0.8 42 46

Segment platform operating expenses 86.8 80.4 6.4 8 6

Gross contract costs 7.8 9.3 (1.5) (16) (17)

Segment operating expenses $ 94.6 89.7 4.9 5 % 4 %

Adjusted EBITDA (1)

$ 23.7 14.0 9.7 69 % 62 %

Equity earnings (losses) $ 9.3 (13.8) 23.1 n.m.

Investment Management (continued)

Nine Months Ended September 30, Change in in Local

Three Months Ended March 31, Change in in Local

($ in millions) 2026 2025 U.S.

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Advisory fees $ 89.9 89.3 0.6 1 % (1) %

Transaction fees and other 20.9 24.4 (3.5) (14) (15)

Incentive fees 20.5 4.8 15.7 327 300

Incentive and transaction fees 9.4 9.2 0.2 2 2

Revenue $ 99.3 98.5 0.8 1 % (1) %

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

Investment Management revenue growth for the third quarter and first nine months of 2025 was fueled by higher incentive fees.

Advisory fees were largely steady compared to the prior-year periods, as strong performance in U.S.

core open-end funds offset the impact to assets under management ("AUM") from client asset dispositions in Q4 2024.

The increases in segment platform operating expenses for the third quarter and first nine months of 2025 were largely driven by higher incentive compensation expense, correlated to the incentive fee growth described above.

Third-quarter Adjusted EBITDA growth primarily reflected higher incentive fees, net of related incentive compensation costs.

In addition to the aforementioned third-quarter impact, the change in Adjusted EBITDA for the first nine months of 2025 compared to prior year was influenced by the absence of the $8.2 million gain recognized in Q2 2024 following the purchase of a controlling interest in a fund managed by the company, which outpaced the revenue growth (net of related incentive compensation expense) described above.

Investment Management revenue was largely flat compared with the prior-year quarter.

Advisory fees reflected growth associated with capital raise activity over the trailing twelve months, most notably in North America, offset by lower fees from funds in Asia Pacific, reflecting disposition activity and the conclusion of initial investment periods.

Current-quarter equity earnings were driven primarily by asset valuation increases in Asia Pacific funds.

The prior-year quarter equity losses were driven by asset valuation declines in Asia Pacific and North America funds .

AUM increased 1% in USD (1% in local currency) during the quarter, and increased 6% in USD (3% in local currency) over the trailing twelve months.

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Quarter-to-date

Beginning balance (June 30, 2025)

Beginning balance (December 31, 2025)

Asset acquisitions/takeovers 2.3

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Change in uncalled committed capital and cash held —

Ending balance (September 30, 2025)

Ending balance (March 31, 2026)

Trailing Twelve Months

Beginning balance (September 30, 2024)

Beginning balance (March 31, 2025)

Asset acquisitions/takeovers 6.0

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Change in uncalled committed capital and cash held 0.9

Ending balance (September 30, 2025)

Software and Technology Solutions

Three Months Ended September 30, Change in in Local

($ in millions) 2025 2024 U.S.

dollars Currency

Revenue $ 58.6 56.7 1.9 3 % 3 %

Platform compensation and benefits $ 46.4 48.1 (1.7) (4) % (4) %

Platform operating, administrative and other 13.0 12.8 0.2 2 2

Depreciation and amortization 8.2 4.9 3.3 67 66

Segment platform operating expenses 67.6 65.8 1.8 3 2

Gross contract costs 0.8 1.4 (0.6) (43) (45)

Segment operating expenses $ 68.4 67.2 1.2 2 % 1 %

Adjusted EBITDA $ (1.1) (5.6) 4.5 80 % 84 %

Nine Months Ended September 30, Change in in Local

($ in millions) 2025 2024 U.S.

dollars Currency

Revenue $ 171.6 167.0 4.6 3 % 3 %

Platform compensation and benefits $ 143.9 146.8 (2.9) (2) % (2) %

Platform operating, administrative and other 42.3 35.7 6.6 18 19

Depreciation and amortization 20.7 14.2 6.5 46 45

Segment platform operating expenses 206.9 196.7 10.2 5 5

Gross contract costs 2.0 4.0 (2.0) (50) (49)

Segment operating expenses $ 208.9 200.7 8.2 4 % 4 %

Adjusted EBITDA $ (15.2) (19.5) 4.3 22 % 22 %

For the third quarter and first nine months of 2025, Software and Technology Solutions revenue increased due to double-digit growth in software, offset by declines in technology solutions as certain large existing clients reduced their discretionary technology spend.

Segment operating expense growth for the third quarter and first nine months of 2025 was driven by increased revenue-related expenses.

In the third quarter, this increase was partially offset by cost management actions.

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

Ending balance (March 31, 2026)

LIQUIDITY AND CAPITAL RESOURCES

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Cash Flows from Operating Activities

Operating activities provided $182.3 million of cash in the first nine months of 2025, compared with $142.0 million of cash used in operating activities during the same period in 2024.

Cash inflow in 2025 was primarily attributable to higher cash provided by earnings and improved collection of receivables, partially offset by higher commissions paid.

Operating activities used $755.0 million of cash in the first three months of 2026, compared with $767.6 million of cash used in operating activities during the same period in 2025.

The improvement in operating cash flows was primarily attributable to higher cash provided by earnings, partially offset by net working capital (most notably net reimbursables).

Cash Flows from Investing Activities

We used $251.6 million of cash for investing activities during the first nine months of 2025, compared with $219.0 million used during the same period in 2024.

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, partially offset by lower cash paid for acquisitions.

We used $61.3 million of cash for investing activities during the first three months of 2026, compared with $152.8 million used during the same period in 2025.

The decrease in cash used for investing activities was primarily attributable to our January 2025 $100.0 million contribution to JLL Income Property Trust ("JLL IPT"), partially offset by higher capital expenditures.

We discuss other drivers of investing activity below in further detail.

Cash Flows from Financing Activities

Financing activities provided $72.8 million of cash during the first nine months of 2025, compared with $349.0 million provided during the same period in 2024.

The change was driven by an increase in cash flow from operating activities reducing borrowing needs, offset by higher share repurchases in 2025.

We discuss these drivers in further detail below.

Financing activities provided $649.4 million of cash during the first three months of 2026, compared with $900.7 million provided during the same period in 2025.

The decrease in cash provided by financing activities reflected lower net borrowings under the Facility and the Program, largely driven by a higher cash balance at the beginning of 2026 and lower cash used for investing activities.

We discuss specific drivers of financing activities, including share repurchases, in further detail below.

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

Outstanding borrowings, including the balance of the Facility, Short-term borrowings (financing lease obligations, overdrawn bank accounts and local overdraft facilities) and the balance outstanding under the Program are presented below.

(in millions) September 30, 2025 December 31, 2024

(in millions) March 31, 2026 December 31, 2025

Outstanding borrowings under the Facility $ 340.0 —

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Outstanding commercial paper 615.0 —

In addition to our Facility, we had the capacity to borrow up to $59.5 million under local overdraft facilities as of September 30, 2025.

In addition to our Facility, we had the capacity to borrow up to $58.1 million under local overdraft facilities as of March 31, 2026.

The following table provides additional information on our Facility, Uncommitted Facility and the Program, collectively.

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

($ in millions) 2026 2025

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Investment Activity

As of September 30, 2025, we had a carrying value of $895.1 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").

For the first nine months ended September 30, 2025 and 2024, funding of investments exceeded return of capital by $106.2 million (notably, the $100.0 million invested in JLL IPT as described above) and $54.9 million, respectively.

We have maximum potential unfunded commitments to direct investments or investment vehicles of $210.1 million and $7.7 million as of September 30, 2025 for our Investment Management business and Proptech Investments, respectively.

As of March 31, 2026, we had a carrying value of $886.6 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").

For the three months ended March 31, 2026, return of capital exceeded funding of investments by $4.1 million, and during the same period in 2025, funding of investments exceeded return of capital by $108.0 million, primarily driven by our $100.0 million investment in JLL IPT.

We have maximum potential unfunded commitments to direct investments or investment vehicles of $196.7 million and $6.6 million as of March 31, 2026 for our Investment Management business and Proptech Investments, respectively.

See Note 6, Investments, in the Notes to Consolidated Financial Statements for additional information on our investment activity.

Capital Expenditures

Net capital additions for the nine months ended September 30, 2025 and 2024 were $138.4 million and $126.3 million, respectively.

Our capital expenditures in 2025 were primarily for purchased/developed software, technology hardware and leasehold improvements.

Net capital additions for the three months ended March 31, 2026 and 2025 were $64.9 million and $44.5 million, respectively.

Our capital expenditures in 2026 were primarily for leasehold improvements, purchased/developed software and technology hardware.

Business Acquisitions

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.

Nine Months Ended September 30,

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

Three Months Ended March 31,

(in millions) 2026 2025

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Terms for many of our past acquisitions have typically included cash paid at closing with provisions for additional deferred consideration and earn-out payments subject to certain contract requirements, including the passage of time and performance, respectively.

Deferred business acquisition obligations totaled $23.6 million as of September 30, 2025.

Deferred business acquisition obligations totaled $12.9 million as of March 31, 2026.

These obligations represent the current discounted values of payments due to sellers of businesses for which our acquisition had been completed as of the balance sheet date and for which the only remaining condition on those payments is the passage of time.

As of September 30, 2025, we had the potential to make earn-out payments for a maximum of $75.2 million on 12 completed acquisitions subject to the achievement of certain performance conditions.

As of March 31, 2026, we had the potential to make earn-out payments for a maximum of $75.4 million on 11 completed acquisitions subject to the achievement of certain performance conditions.

Refer to Note 5, Business Combinations, Goodwill and Other Intangible Assets, in the Notes to the Consolidated Financial Statements for further information on Business Acquisitions.

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Share Repurchase and Dividend Programs

The number of shares repurchased and cash paid for repurchases is noted in the following table.

Three Months Ended September 30, Nine Months Ended September 30,

In February 2026, our Board of Directors authorized an additional $2.2 billion for the repurchase of our common stock, augmenting the $801.7 million remaining repurchases available under prior authorizations as of December 31, 2025.

We may repurchase shares through open-market and privately negotiated transactions, including accelerated share repurchase programs.

During the three months ended March 31, 2026, we repurchased $300.0 million of our common stock, including $200.0 million repurchased under an ASR program initiated in March 2026, detailed in the following table.

Three Months Ended March 31,

($ in millions) 2026 2025

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Total paid for shares repurchased $ 300.0 19.8

As of September 30, 2025, $882.0 million remained authorized for repurchases under our share repurchase program.

As of March 31, 2026, $2,701.7 million remained authorized for repurchases under our share repurchase program.

Repatriation of Foreign Earnings

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We believe our policy of permanently investing earnings of foreign subsidiaries does not significantly impact our liquidity.

As of September 30, 2025 and December 31, 2024, we had total Cash and cash equivalents of $428.9 million and $416.3 million, respectively, of which approximately $337.5 million and $314.4 million, respectively, was held by foreign subsidiaries.

As of March 31, 2026 and December 31, 2025, we had total Cash and cash equivalents of $436.2 million and $599.1 million, respectively, of which approximately $363.8 million and $386.0 million, respectively, was held by foreign subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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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-Q

Item 2. Management’s Discussion and Analysis