CWK

MKT CAP $2.8BP/E 39.5DIV YIELD —FCF YIELD 8.95%REV TTM $10.8B +11.0%NET INCOME $69.1M −66.4%NET DEBT $2.1B52W 11.04 – 17.20SEC XBRL · TTM TO Invalid Date

How CWK rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

27%

of sentences unchanged

Added

173

new sentences

Dropped

168

sentences removed

Length

+644

words, now 10,212

New in FY2025

An investment in our common shares involves risks and uncertainty, including, but not limited to, the risk factors described below.
Macroeconomic uncertainty continued in many markets around the world in 2025, including factors such as elevated inflation, international trade policy and new or elevated tariffs, elevated levels of unemployment, changes in interest rates and volatility in foreign currency exchange rates, among other macroeconomic challenges.
These factors have in the past, and may in the future, negatively impact our business, and can lead to ongoing volatility within global capital and credit markets and cause delays in certain real estate transaction decisions.
In particular, some of our clients continued to face challenges when attempting to procure credit or financing in 2025 due to challenging lending conditions and higher capital costs.
Clients have in the past and may continue in the future to delay real estate transaction decisions until property values and economic conditions further stabilize, or the economic recovery may progress more slowly than we expect, which could continue to reduce the commissions and fees we earn for brokering those transactions.
A delay or stall in any economic recovery, any future uncertainty, weakness or volatility in the credit markets, a decline in the U.S. or global economy, or the public perception that any of these events may occur, could further affect global and regional demand for commercial real estate, which would negatively affect the performance of some or all of our service lines and our overall business, financial conditions and results of operations.
Changes in political landscapes, including changes in government leadership or policy priorities, may result in shifts in legal, regulatory or policy frameworks, which in turn may increase our costs, result in labor challenges, require us to quickly adapt our business practices or result in decreased competitiveness.
Conflicting political ideologies could also lead to workplace challenges, including increased tensions or reduced collaboration, making it more difficult for us to attract or retain key personnel.
Additionally, heightened political polarization could escalate into social or civil unrest, posing risks to personnel safety or disrupting our operations.
Such unrest could also lead to economic instability and cause unpredictable market conditions that could adversely affect demand for our services and our results of operations, as discussed in further detail above.
Additional circumstances and developments related to international operations that could negatively affect our business, financial condition or results of operations include the following factors, among others: • political instability in certain countries, including continued or worsening hostilities, terrorism, rule of law instability, armed conflicts and civil unrest in certain regions; • difficulties and costs of staffing and managing international operations among diverse geographies, languages and cultures; • rising insurance premiums across key coverage areas, which may reduce the availability and affordability of adequate insurance coverage; • currency restrictions, transfer pricing regulations and adverse tax consequences, which may affect our ability to transfer capital and profits; • adverse changes in regulatory or tax requirements and regimes or uncertainty about the application of or the future of such regulatory or tax requirements and regimes; • the responsibility of complying with numerous, potentially conflicting and frequently complex and changing laws in multiple jurisdictions, e.g., with respect to data protection, tariffs and duties, immigration, privacy regulations, corrupt practices, embargoes, taxes, sustainability, trade sanctions, employment and licensing; • the impact of regional or country-specific business cycles or economic instability (especially in certain countries that have a significant impact on regional markets, like China); • greater difficulty in collecting accounts receivable or delays in client payments in some regions; • foreign ownership restrictions with respect to operations in certain countries, particularly in Asia Pacific and the Middle East, or the risk that such restrictions will be adopted in the future; • operational, cultural and compliance risks of operating in emerging markets; and • changes in laws or policies governing foreign trade or investment and use of foreign operations or workers, and any negative sentiments due to trends such as populism, economic nationalism or negative sentiments towards multinational companies.
Foreign Corrupt Practices Act; import and export control laws; and economic and trade sanctions programs, including rules administered by the U.S.
Despite the compliance programs we have in place, we may not be successful in preventing or detecting violations in all circumstances, and violations may result in material fines, penalties, and other costs or sanctions against us.
During the year ended December 31, 2025, approximately 30% of our revenue was transacted in currencies other than USD.
These currency fluctuations have both positively and adversely affected our results of operations measured in USD in the past and are likely to do so in the future.
Additionally, due to our changing currency exposures and the volatility of currency exchange rates, we cannot predict the degree to which exchange rate fluctuations will affect our future results of operations.
As a result, comparisons of our operating results across periods may not be meaningful.
In addition, from time to time we may provide guidance during our quarterly earnings calls, earnings releases, investor days or other communications.
Such guidance reflects management’s expectations at the time, which are inherently uncertain.
Actual results may differ materially from the guidance we provide.
Our success depends upon our ability to recruit and retain qualified revenue-producing advisors and senior management.
The departure of any of our key personnel, including our senior management, or the loss of a significant number of key revenue-producing advisors, if we are unable to quickly hire and integrate qualified replacements, could materially adversely affect our business, financial condition and results of operations.
Competition for these personnel is significant, and our industry is subject to a relatively high turnover of advisors and other key revenue producers, and we may not be able to successfully recruit, integrate or retain sufficiently qualified personnel.
Macroeconomic uncertainty, volatility in commercial real estate capital markets and fluctuations in transaction activity may exacerbate these challenges by reducing compensation opportunities for revenue-producing personnel or increasing competitive pressures for talent.
In addition, the growth of our business is largely dependent upon our ability to recruit and retain qualified support personnel in all areas of our business.
We and our competitors use equity incentives and sign-on and retention bonuses to help recruit, retain and incentivize key personnel.
There is significant competition when it comes to recruiting and retaining revenue-producing personnel, and the expense of such incentives and bonuses may increase, or our willingness to pay them may decrease, and we may therefore be unable to recruit or retain such personnel to the same extent that we have in the past.
Any additional decline in, or failure to grow, our common share price may also result in an increased risk of loss of these key personnel.
Furthermore, shareholder influence on our compensation practices, including our ability to issue equity compensation, as well as increased regulatory, investor or proxy advisory scrutiny of executive and equity-based compensation, may decrease our ability to offer attractive compensation to key personnel and make recruiting, retaining and incentivizing such personnel more difficult.
In addition, in the event that any of our qualified revenue-producing advisors or senior management leave the Company, we need to successfully implement the succession plans we have in place, which require devoting time and resources toward identifying and integrating new personnel into leadership roles and other key positions.
If we cannot attract and retain qualified personnel or effectively implement appropriate succession plans, it could have a material adverse impact on our business, financial condition and results of operations.
Our business relies heavily on our ability to deliver services, including our ability to advance our data and digital capabilities, in order to meet the evolving needs of our clients.
We continue to make significant investments in new systems and tools to achieve competitive advantages and efficiencies, including increasingly focusing on the adoption and integration of Artificial Intelligence (“AI”), such as generative AI and advanced analytics, into our core service lines.
Additionally implementing and maintaining new information technology can be complex, is dependent on the quality and accuracy of data inputs, may require new infrastructure and specialized talent, and may exceed estimated budgets.
If we fail to prioritize, properly utilize resources, or implement key technologies that support our workforce and data-driven workflows across service lines, we may experience delays in execution, increased operating costs, inefficiencies in service deliveries and lost business opportunities, which could adversely affect our competitiveness and results of operations.
As technology and market demands continue to evolve, our workforce must adopt new technologies and skills.
If we do not effectively upskill or reskill our workforce with the necessary future capabilities, particularly regarding the AI-driven workflows mentioned above, it could further reduce our competitiveness and efficiency.
For a detailed discussion of AI-specific risks, see “ Increasing use of AI technologies in our operations and client service offerings presents emerging risks, and the inadequate deployment and governance of these AI technologies could adversely affect our business, reputation, financial condition and results of operations ” and “Failure to comply with current and future cybersecurity, AI governance and data privacy laws and regulations and other confidentiality obligations could damage our reputation and materially harm our results of operations” under “Risks Related to Our Business and Industry” in this Item 1A, “Risk Factors” in this Annual Report.
Increasing use of AI and machine learning technologies in our operations and client service offerings presents emerging risks, and the inadequate deployment and governance of such AI Technologies could adversely affect our business, reputation, financial condition and results of operations.
We are increasingly adopting and integrating AI and machine learning technologies (collectively, “AI Technologies”) into our business to support analytics, automation, workflows, decision processes, and other client‑facing and back‑office activities.

and 133 more.

Gone since FY2024

Risk Factors An investment in our ordinary shares involves risks and uncertainty, including, but not limited to, the risk factors described below.
For example, in 2024, macroeconomic uncertainty continued in many markets around the world, and our business continued to be negatively impacted by elevated inflation and increased volatility in interest rates, among other macroeconomic challenges.
This led to ongoing volatility within global capital and credit markets and caused delays in certain real estate transaction decisions.
In particular, some of our clients continued to face challenges when attempting to procure credit or financing in 2024 due to challenging lending conditions and higher capital costs.
Clients may continue to delay real estate transaction decisions until property values and economic conditions further stabilize, or the economic recovery may progress more slowly than we expect, which could continue to reduce the commissions and fees we earn for brokering those transactions.
A delay or stall in any economic recovery, any future uncertainty, weakness or volatility in the credit markets, a decline in the U.S. or global economy, or the public perception that any of these events may occur, could further affect global and regional demand for commercial real estate, which would negatively affect the performance of some or all of our service lines and our overall business, financial conditions, and operating results.
Our success depends upon our ability to attract and retain qualified revenue-producing employees and senior management.
The departure of any of our key employees, including our senior executive leadership, or the loss of a significant number of key revenue producers, if we are unable to quickly hire and integrate qualified replacements, could cause our business, financial condition and results of operations to suffer.
Competition for these personnel is significant, and our industry is subject to a relatively high turnover of brokers and other key revenue producers, and we may not be able to successfully recruit, integrate or retain sufficiently qualified personnel.
In addition, the growth of our business is largely dependent upon our ability to attract and retain qualified support personnel in all areas of our business.
We and our competitors use equity incentives and sign-on and retention bonuses to help attract, retain and incentivize key personnel.
There is significant competition when it comes to recruiting and retaining revenue-producing personnel, and the expense of such incentives and bonuses may increase, or our willingness to pay them may decrease, and we may therefore be unable to attract or retain such personnel to the same extent that we have in the past.
Any additional decline in, or failure to grow, our ordinary share price may also result in an increased risk of loss of these key personnel.
Furthermore, shareholder influence on our compensation practices, including our ability to issue equity compensation, may decrease our ability to offer attractive compensation to key personnel and make recruiting, retaining and incentivizing such personnel more difficult.
Negative perceptions or publicity regarding these matters, even if non-material or from isolated incidents or inaccurate information, could erode trust and confidence in us, damage our reputation or make it difficult for us to attract or retain clients.
Unfavorable perceptions of our brand and reputation could also make it more difficult to attract and retain talented employees.
Content posted on social media channels can also cause rapid, widespread reputational harm to our brand.
Although we monitor developments for areas of potential risk, negative perceptions or publicity could materially and adversely affect our results of operations and financial condition.
Although our client portfolio is currently highly diversified, as we grow our business, relationships with certain corporate clients may increase, and our client portfolio may become increasingly concentrated.
If competitive pressures lead us to accept higher levels of potential liability under our contracts, the cost of operational errors and other activities for which we have indemnified our clients could increase and may not be fully insured.
Our business relies heavily on information technology to deliver services that meet the needs of our clients, including technology solutions provided by third parties.
If we are unable to effectively execute and maintain these information technology strategies, our ability to deliver high-quality services may be materially impaired.
In addition, we consistently make investments in new systems and tools to achieve competitive advantages, including the adoption and integration of Artificial Intelligence (“AI”) technologies.
We may experience challenges that delay or prevent such new technologies from being successfully deployed.
Further, implementing and maintaining new information technology, including AI tools, could be complex, depend on the quality and accuracy of data inputs, require new sophisticated infrastructure, have ethical and societal implications, or exceed estimated budgets.
Additionally, if new AI or other technologies develop rapidly, we may encounter unforeseen difficulties such as performance issues, undetected defects or errors, intellectual property or regulatory concerns, or other unknown risks.
If we are unable to successfully adopt and implement new technology solutions in a timely manner, it could materially and adversely impact our business operations, financial performance and our ability to remain competitive in the market.
Additionally, as technology and market demands shift, there is also a risk our employees’ skills may become outdated.
If we fail to upskill or reskill our workforce with the necessary future capabilities, it could reduce our competitiveness and efficiency.
Interruption or failure of our information technology, communications systems or data services could impair our ability to provide our services effectively, which could materially harm our business, financial condition and operating results.
Our business requires the continued operation of information technology, communication systems and network infrastructure, many of which are supplied by or dependent upon third-party providers.
Information technology and communications systems of us and our providers are vulnerable to damage or disruption from system malfunctions, telecommunications failure, power loss, fire, computer viruses, cybersecurity attacks, natural disasters, acts of war or terrorism, employee errors or malfeasance, or other events which are beyond our control.
Any of these events could cause system interruption, delays or loss, corruption or exposure of critical data and may also disrupt our ability to provide services to our clients.
We have business continuity plans and backup systems in place, but such disaster recovery planning may not be sufficient and cannot account for all eventualities.
An event that results in the destruction or disruption of any data centers or critical technology systems we use could severely affect our ability to conduct normal business operations, and, as a result, our future operating results could be materially adversely affected.
Our business relies heavily on the use of software and commercial real estate data, some of which is purchased or licensed from third-party providers for which there is no certainty of uninterrupted availability.
A disruption in our ability to access such software and data, including an inability to renew such licenses on the same or similar terms or to provide data to our professionals, clients or vendors, could adversely affect our results of operations and financial condition.
A security breach or other threat relating to our information systems could adversely affect us.
This data includes proprietary business information and intellectual property of ours and of our clients, as well as personal identifiable information (“PII”) of our employees, clients, contractors and vendors.
Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by various threat actors or breached due to employee error, mistake or malfeasance or other disruptions.

and 128 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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