Colliers Reports Fourth Quarter and Full Year 2025 Results

Fourth quarter and full year operating highlights:     Three months ended   Twelve months ended     December 31   December 31 (in millions of US$, except EPS)   2025     2024     2025     2024                           Revenues $ 1,606.5   $ 1,501.6   $ 5,558.5   $ 4,822.0 Net Revenues (note 1)   1,428.1     1,312.8     4,866.5     4,279.6 Adjusted EBITDA (note 2)   245.1     225.3     732.5     644.2 Adjusted EPS (note 3)   2.34     2.26     6.58     5.75                           GAAP operating earnings   135.5     121.4     371.0     389.2 GAAP diluted net earnings per share   1.19     1.47     2.02     3.22 TORONTO, Feb. 13, 2026 (GLOBE NEWSWIRE) -- Colliers International Group Inc. (NASDAQ and TSX: CIGI) (“Colliers” or the “Company”) today announced financial results for the fourth quarter and year ended December 31, 2025. All amounts are in US dollars. Fourth quarter consolidated revenues were $1.61 billion, up 7% (5% in local currency), net revenues (note 1) were $1.43 billion, up 9% (7% in local currency) and Adjusted EBITDA (note 2) was $245.1 million, up 9% (6% in local currency) compared to the prior year quarter. Consolidated internal revenues (note 5) for the fourth quarter were essentially flat versus the prior year quarter. Adjusted EPS (note 3) was $2.34, an increase of 4% over the prior year quarter. Adjusted EPS would have been approximately $0.06 lower excluding foreign exchange impacts. GAAP operating earnings were $135.5 million compared to $121.4 million in the prior year quarter. The GAAP diluted net earnings per share were $1.19 compared to $1.47 in the prior year quarter. Fourth quarter GAAP diluted net earnings per share would have been approximately $0.06 lower excluding foreign exchange rates. For the full year ended December 31, 2025, revenues were $5.56 billion, up 15% (15% in local currency), net revenues (note 1) were $4.87 billion, up 14% (13% in local currency) and adjusted EBITDA (note 2) was $732.5 million, up 14% (13% in local currency) versus the prior year. Consolidated internal revenue growth (note 5) for 2025 measured in local currency was 5% versus the prior year. Adjusted EPS (note 3) was $6.58, up 14% from $5.75 in the prior year. Adjusted EPS would have been approximately $0.06 lower excluding foreign exchange impacts. The GAAP operating earnings were $371.0 million compared to $389.2 million in the prior year, with the prior year favourably impacted by the reversal of contingent consideration expense related to an acquisition. The GAAP diluted earnings per share were $2.02 compared to $3.22 in the prior year. The GAAP diluted net earnings per share would have been approximately $0.06 lower excluding foreign exchange impacts.  In 2025, more than 70% of the Company’s earnings came from recurring revenues (note 8) and free cash flow (note 4) was converted at a rate of 105% of adjusted net earnings, ahead of the Company’s target range. “2025 was an exceptional year for Colliers, reflecting the strength of our diversified platform and our successful expansion into other high quality, recurring professional services. Fourth quarter results met our plan and were up nicely over the prior year, which itself was a strong quarter,” said Jay S. Hennick, Global Chairman & CEO.  “Last week, we achieved another milestone, agreeing to acquire Ayesa Engineering – a world class business and a rare strategic opportunity of this scale. This acquisition meaningfully expands our avenues for growth, strengthening our ability to scale organically, pursue further acquisitions, and cross sell engineering capabilities across our global client base.” “Over the past five years, despite challenging conditions, Colliers has doubled in size, delivering compound annual growth of approximately 15%. With strong momentum entering 2026, we expect to sustain this level of performance as our strategy – focused on recurring, scalable, and complementary high value businesses – continues to drive durable growth and long-term shareholder value,” concluded Mr. Hennick. About Colliers Colliers (NASDAQ, TSX: CIGI) is a global diversified professional services and investment management company operating through three industry leading businesses: Commercial Real Estate, Engineering, and Investment Management. With greater than a 30-year track record of consistent growth and strong recurring cash flows, we scale complementary, high-value businesses that provide essential services across the full asset lifecycle. Our unique partnership philosophy empowers exceptional leaders, preserves our entrepreneurial culture, and ensures meaningful inside ownership — driving strong alignment and sustained value creation for our shareholders. With $5.6 billion in annual revenues, 24,000 professionals, and $108 billion in assets under management, Colliers is committed to accelerating the success of our clients, investors, and people worldwide. Learn more at corporate.colliers.com. Segmented Fourth Quarter Results Commercial Real Estate (previously named Real Estate Services) revenues totalled $1.03 billion, up 9% (up 7% in local currency) versus a strong prior year quarter. Net revenues were $966.6 million, up 9% (up 7% in local currency). Capital Markets revenues were up 15% with robust growth in the US and more modest gains in most other markets versus a strong prior year comparative. Leasing generated steady growth, up 4% largely driven by the US, which was up 12% on continued strength in office and industrial asset classes. Outsourcing revenues were up 10% with growth across all services, led by valuation and advisory. Adjusted EBITDA was $152.8 million, up 12% (9% in local currency) with net margin up 50 basis points driven by gains in operating leverage. The GAAP operating earnings were $109.8 million, relative to $107.9 million in the prior year quarter. Engineering revenues totalled $433.0 million, up 3% (1% in local currency) compared to the prior year quarter, tempered by lower pass-through costs primarily in project management operations. Net revenues (excluding subconsultant and other pass-through costs) were $329.1 million, up 10% (8% in local currency) driven by the favourable impact of recent acquisitions. Adjusted EBITDA was $40.8 million, up 7% (5% in local currency) over the prior year quarter, with the net margin down slightly on lower productivity. The GAAP operating earnings were $11.6 million relative to $8.0 million in the prior year quarter. Investment Management revenues were $143.7 million, up 5% (4% in local currency) relative to the prior year quarter. Net revenues (excluding pass-through performance fees) were $132.1 million, up 7% (6% in local currency) driven by the favourable impact of a recent acquisition. Adjusted EBITDA was $56.2 million, up 3% (2% in local currency) compared to the prior year quarter from the favourable impact of the acquisition, partly offset by continued investments to unify the platform under the Harrison Street Asset Management brand. GAAP operating earnings were $36.0 million in the quarter versus $38.0 million in the prior year quarter. Assets under management were $108.2 billion as of December 31, 2025, flat relative to September 30, 2025, and up 9% from December 31, 2024. Unallocated global corporate costs as reported in Adjusted EBITDA were $4.6 million relative to $3.4 million in the prior year quarter. The corporate GAAP operating loss was $21.8 million compared to $32.5 million in the prior year quarter. Segmented Full Year Results Commercial Real Estate revenues totalled $3.29 billion, up 7% (7% in local currency) versus $3.07 billion in the prior year. Net revenues were $3.06 billion, up 7% (7% in local currency). Capital Markets revenues accelerated throughout the year and were up 16% with solid growth across all asset classes and geographies. Leasing revenues were up 2% for the year against a strong prior year comparative. Outsourcing revenues were up 7%, primarily led by higher valuation and advisory activity. Adjusted EBITDA was $366.9 million, up 10% (9% in local currency) compared to $333.4 million in the prior year, with net margins benefitting from higher Capital Markets activity as well as operating leverage. The GAAP operating earnings were $259.4 million, relative to $231.4 million in the prior year. Engineering revenues totalled $1.73 billion, up 40% (39% in local currency) compared to $1.24 billion in the prior year. Net revenues (note 4) were $1.31 billion relative to $931.2 million in the prior year, up a strong 40% (39% in local currency) driven by the favourable impact of recent acquisitions and solid internal growth. Adjusted EBITDA was $164.7 million, up 50% (49% in local currency) compared to $109.9 million in the prior year, with net margins benefitting from productivity gains. The GAAP operating earnings were $52.7 million relative to $40.6 million in the prior year. Investment Management revenues were $532.3 million, relative to $512.6 million in the prior year, up 4% (3% in local currency). Net revenues were $495.6 million, up 1% (up 1% in local currency). The prior year included catch-up fees from certain funds that did not repeat this year. Adjusted EBITDA was $214.8 million up 1% (flat in local currency) compared to the prior year. The GAAP operating earnings were $134.2 million versus $199.1 million in the prior year, with the variance largely attributable to the reversal of contingent consideration expense related to an acquisition in the prior year. Unallocated global corporate costs as reported in Adjusted EBITDA were $14.0 million relative to $12.8 million in the prior year. The corporate GAAP operating loss, which includes stock-based compensation expense, was $75.3 million compared to $81.9 million in the prior year. 2026 Outlook The Company anticipates continuing solid annual internal growth in 2026, along with the impact of several recently completed acquisitions and the recently announced acquisition of Ayesa Engineering, which is expected to close late in the second quarter. On a consolidated basis, the Company expects to deliver mid teens growth in revenues, Adjusted EBITDA and Adjusted EPS during 2026. The outlook drivers by segment are discussed in the accompanying earnings call presentation. The financial outlook is based on the Company’s best available information as of the date of this press release, and remains subject to change based on numerous macroeconomic, geopolitical, international trade, health, social and related factors. The outlook includes the anticipated impact of the closing of Ayesa Engineering in the second quarter, subject to customary closing conditions being met. The outlook does not include any further acquisitions. Conference Call Colliers will be holding a conference call on Friday, February 13, 2026 at 11:00 a.m. Eastern Time to discuss the quarter’s results. The call will be simultaneously web cast and can be accessed live or after the call at corporate.colliers.com in the Events section. Forward-looking Statements This press release includes or may include forward-looking statements. Forward-looking statements include the Company’s financial performance outlook and statements regarding goals, beliefs, strategies, objectives, plans or current expectations. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results, performance or achievements contemplated in the forward-looking statements. Such factors include: economic conditions, especially as they relate to commercial and consumer credit conditions and consumer spending, particularly in regions where the business may be concentrated; commercial real estate and real asset values, vacancy rates and general conditions of financial liquidity for real estate transactions; trends in pricing and risk assumption for commercial real estate services; the effect of significant movements in capitalization rates across different asset types; a reduction by companies in their reliance on outsourcing for their commercial real estate needs, which would affect revenues and operating performance; competition in the markets served by the Company; the utilization of artificial intelligence (AI) and machine learning technologies, including associated impacts on the Company’s services, competitive environment, ability to hire/retain specialized talent, cybersecurity, and legal and governance risks; the ability to attract new clients and to retain clients and renew related contracts; the ability to attract new capital commitments to Investment Management funds and retain existing capital under management; the ability to retain and incentivize employees; increases in wage and benefit costs; the effects of changes in interest rates on the cost of borrowing; unexpected increases in operating costs, such as insurance, workers’ compensation and health care; changes in the frequency or severity of insurance incidents relative to historical experience; the effects of changes in foreign exchange rates in relation to the US dollar on the Company’s Canadian dollar, Euro, Australian dollar and UK pound sterling denominated revenues and expenses; the impact of pandemics on client demand for the Company’s services, the ability of the Company to deliver its services and the health and productivity of its employees; the impact of global climate change; the impact of political events including elections, referenda, trade policy changes, immigration policy changes, hostilities, war and terrorism on the Company’s operations; the ability to identify and make acquisitions at reasonable prices and successfully integrate acquired operations; the ability to execute on, and adapt to, information technology strategies and trends; the ability to comply with laws and regulations, including real estate investment management and mortgage banking licensure, labour and employment laws and regulations, as well as the anti-corruption laws and trade sanctions; and changes in government laws and policies at the federal, state/provincial or local level that may adversely impact the business. Additional information and risk factors identified in the Company’s other periodic filings with Canadian and US securities regulators are adopted herein and a copy of which can be obtained at www.sedarplus.ca. Forward looking statements contained in this press release are made as of the date hereof and are subject to change. All forward-looking statements in this press release are qualified by these cautionary statements. Except as required by applicable law, Colliers undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Summary unaudited financial information is provided in this press release. This press release should be read in conjunction with the Company's consolidated financial statements and MD&A to be made available on SEDAR+ at www.sedarplus.ca. This press release does not constitute an offer to sell or a solicitation of an offer to purchase an interest in any fund. Colliers International Group Inc. Condensed Consolidated Statements of Earnings (in thousands of US$, except per share amounts)           Three months     Twelve months           ended December 31     ended December 31 (unaudited)     2025       2024       2025       2024   Revenues   $ 1,606,545     $ 1,501,617     $ 5,558,462     $ 4,822,024                                 Cost of revenues     957,366       894,598       3,332,381       2,899,949   Selling, general and administrative expenses     441,298       414,033       1,568,540       1,339,063   Depreciation     20,373       17,510       77,355       66,239   Amortization of intangible assets     46,149       47,666       178,660       155,363   Acquisition-related items (1)     5,582       6,410       29,872       (27,802 ) Loss on disposal of operations     290       -       696       -   Operating earnings     135,487       121,400       370,958       389,212   Interest expense, net     21,610       23,181       82,373       85,779   Equity earnings from non-consolidated investments     (3,275 )     (2,030 )     (12,461 )     (7,270 ) Other income     (456 )     54       (3,661 )     (410 ) Earnings before income tax     117,608       100,195       304,707       311,113   Income tax     31,078       18,699       80,154       74,177   Net earnings     86,530       81,496       224,553       236,936   Non-controlling interest share of earnings     21,352       18,894       57,845       53,968   Non-controlling interest redemption increment     4,062       (12,515 )     63,608       21,243   Net earnings attributable to Company   $ 61,116     $ 75,117     $ 103,100     $ 161,725                                 Net earnings per common share                                                         Basic   $ 1.20     $ 1.49     $ 2.03     $ 3.24                                   Diluted   $ 1.19     $ 1.47     $ 2.02     $ 3.22                                 Adjusted EPS (2)   $ 2.34     $ 2.26     $ 6.58     $ 5.75                                 Weighted average common shares (thousands)                             Basic     50,995       50,507       50,784       49,897       Diluted     51,266       51,036       51,083       50,182      Notes to Condensed Consolidated Statements of Earnings (1)   Acquisition-related items include contingent acquisition consideration fair value adjustments, contingent acquisition consideration-related compensation expense and transaction costs. (2)   See definition and reconciliation below. Colliers International Group Inc.             Condensed Consolidated Balance Sheets             (in thousands of US$)                       December 31,   December 31,   (unaudited) 2025   2024                   Assets             Cash and cash equivalents $ 207,902   $ 176,257   Restricted cash (1)   48,981     41,724   Accounts receivable and contract assets   990,329     869,948   Mortgage warehouse receivables (2)   140,095     77,559   Prepaids and other assets   378,453     323,117   Warehouse fund assets   56,050     110,779     Current assets   1,821,810     1,599,384   Other non-current assets   249,040     220,299   Warehouse fund assets   73,785     94,334   Fixed assets   251,462     227,311   Operating lease right-of-use assets   443,404     398,507   Deferred tax assets, net   93,857     79,258   Goodwill and intangible assets   3,855,109     3,481,524     Total assets $ 6,788,467   $ 6,100,617                   Liabilities and shareholders' equity             Accounts payable and accrued liabilities $ 1,267,118   $ 1,140,605   Other current liabilities   112,963     109,439   Long-term debt - current   8,119     6,061   Mortgage warehouse credit facilities (2)   133,259     72,642   Operating lease liabilities - current   99,696     92,950   Liabilities related to warehouse fund assets   33,679     86,344     Current liabilities   1,654,834     1,508,041   Long-term debt - non-current   1,625,392     1,502,414   Operating lease liabilities - non-current   419,198     383,921   Other liabilities   129,776     135,479   Deferred tax liabilities, net   90,996     78,459   Liabilities related to warehouse fund assets   48,782     14,103   Redeemable non-controlling interests   1,285,046     1,152,618   Shareholders' equity   1,534,443     1,325,582     Total liabilities and equity $ 6,788,467   $ 6,100,617                   Supplemental balance sheet information             Total debt (3) $ 1,633,511   $ 1,508,475   Total debt, net of cash and cash equivalents (3)   1,425,609     1,332,218   Net debt / pro forma adjusted EBITDA ratio (4)   2.0     2.0   Notes to Condensed Consolidated Balance Sheets (1)   Restricted cash consists primarily of cash amounts set aside to satisfy legal or contractual requirements arising in the normal course of business. (2)   Mortgage warehouse receivables represent mortgage loans receivable, the majority of which are offset by borrowings under mortgage warehouse credit facilities which fund loans that financial institutions have committed to purchase. (3)   Excluding mortgage warehouse credit facilities. (4)   Net debt for financial leverage ratio excludes restricted cash and mortgage warehouse credit facilities, in accordance with debt agreements. Colliers International Group Inc.                         Condensed Consolidated Statements of Cash Flows               (in thousands of US$)         Three months ended     Twelve months ended         December 31     December 31 (unaudited)     2025       2024       2025       2024                               Cash provided by (used in)                                                     Operating activities                         Net earnings   $ 86,530     $ 81,496     $ 224,553     $ 236,936   Items not affecting cash:                           Depreciation and amortization     66,522       65,176       256,015       221,602     Gains attributable to mortgage servicing rights     (4,471 )     (4,185 )     (31,237 )     (15,363 )   Gains attributable to the fair value of loan                           premiums and origination fees     (4,239 )     (3,776 )     (24,207 )     (13,000 )   Deferred income tax     3,140       (16,615 )     (16,044 )     (30,538 )   Other     29,499       44,105       86,929       44,581           176,981       166,201       496,009       444,218                               Increase in accounts receivable, prepaid                           expenses and other assets     (49,033 )     (45,720 )     (211,849 )     (209,951 ) Increase (decrease) in accounts payable, accrued                           expenses and other liabilities     14,228       (22,071 )     (44,582 )     16,054   Increase in accrued compensation     107,428       111,622       75,028       63,173   Contingent acquisition consideration paid     (350 )     (250 )     (7,402 )     (3,357 ) Mortgage origination activities, net     7,024       4,078       23,093       14,861   Sales to AR Facility, net     415       1,447       (157 )     1,011   Net cash provided by operating activities     256,693       215,307       330,140       326,009                               Investing activities                         Acquisition of businesses, net of cash acquired     (33,726 )     (44,766 )     (262,170 )     (517,176 ) Purchases of fixed assets     (30,846 )     (19,574 )     (78,702 )     (65,085 ) Purchases of warehouse fund assets     2,285       (46,231 )     (159,517 )     (319,250 ) Proceeds from disposal of warehouse fund assets     14,002       -       94,528       76,438   Cash collections on AR Facility deferred purchase price     45,008       35,776       164,257       137,581   Other investing activities     (18,344 )     6,041       (93,032 )     (95,610 ) Net cash used in investing activities     (21,621 )     (68,754 )     (334,636 )     (783,102 )                             Financing activities                         Increase (decrease) in long-term debt, net     (213,101 )     (198,110 )     185,619       221,573   Purchases of non-controlling interests, net     (9,089 )     6,721       (43,856 )     (11,068 ) Dividends paid to common shareholders     -       -       (15,212 )     (14,674 ) Distributions paid to non-controlling interests     (9,528 )     (5,316 )     (70,771 )     (71,618 ) Issuance of subordinate voting shares     -       -       -       286,924   Other financing activities     12,047       12,979       18,294       41,075   Net cash provided by financing activities     (219,671 )     (183,726 )     74,074       452,212                               Effect of exchange rate changes on cash,                           cash equivalents and restricted cash     (16,627 )     9,896       (30,676 )     3,787                               Net change in cash and cash                           equivalents and restricted cash     (1,226 )     (27,277 )     38,902       (1,094 ) Cash and cash equivalents and                           restricted cash, beginning of period     258,109       245,258       217,981       219,075   Cash and cash equivalents and                           restricted cash, end of period   $ 256,883     $ 217,981     $ 256,883     $ 217,981     Colliers International Group Inc.                         Segmented Results (in thousands of US dollars)                                     Commercial       Investment         (unaudited) Real Estate 1   Engineering   Management   Corporate   Total Three months ended December 31                           2025                               Revenues $ 1,029,652   $ 433,027   $ 143,650   $ 216     $ 1,606,545   Net Revenues   966,635     329,134     132,068     216       1,428,053   Adjusted EBITDA   152,801     40,756     56,156     (4,616 )     245,097   Operating earnings (loss)   109,759     11,562     35,954     (21,788 )     135,487                                 2024                               Revenues $ 943,528   $ 421,361   $ 136,616   $ 112     $ 1,501,617   Net Revenues   888,751     300,174     123,785     112       1,312,822   Adjusted EBITDA   136,164     38,115     54,374     (3,363 )     225,290   Operating earnings (loss)   107,884     7,995     37,976     (32,455 )     121,400                                                                     Commercial       Investment           Real Estate   Engineering   Management   Corporate   Total Twelve months ended December 31                           2025                               Revenues $ 3,290,578   $ 1,734,940   $ 532,274   $ 670     $ 5,558,462   Net Revenues   3,064,458     1,305,808     495,597     670       4,866,533   Adjusted EBITDA   366,937     164,681     214,825     (13,978 )     732,465   Operating earnings (loss)   259,421     52,711     134,160     (75,334 )     370,958                                 2024                               Revenues $ 3,071,610   $ 1,237,384   $ 512,593   $ 437     $ 4,822,024   Net Revenues   2,858,933     931,242     488,979     437       4,279,591   Adjusted EBITDA   333,400     109,929     213,675     (12,759 )     644,245   Operating earnings (loss)   231,392     40,609     199,105     (81,894 )     389,212                                 1 Previously named Real Estate Services.                   Non-GAAP Measures 1. Reconciliation of revenues to net revenues Net revenues are defined as revenues excluding subconsultant and other reimbursable direct costs in Commercial Real Estate and Engineering segments as well as historical pass-through performance fees in Investment Management segment to better reflect the operating performance of the business.     Commercial       Investment           Real Estate   Engineering   Management   Corporate   Total Three months ended December 31                           2025                               Revenues $ 1,029,652     $ 433,027     $ 143,650     $ 216   $ 1,606,545     Subconsultant and other direct costs   (63,017 )     (103,893 )     -       -     (166,910 )   Historical pass-through performance fees   -       -       (11,582 )     -     (11,582 )   Net Revenues $ 966,635     $ 329,134     $ 132,068     $ 216   $ 1,428,053                                   2024                               Revenues $ 943,528     $ 421,361     $ 136,616     $ 112   $ 1,501,617     Subconsultant and other direct costs   (54,777 )     (121,187 )     -       -     (175,964 )   Historical pass-through performance fees   -       -       (12,831 )     -     (12,831 )   Net Revenues $ 888,751     $ 300,174     $ 123,785     $ 112   $ 1,312,822                                                                       Commercial       Investment           Real Estate   Engineering   Management   Corporate   Total Twelve months ended December 31                           2025                               Revenues $ 3,290,578     $ 1,734,940     $ 532,274     $ 670   $ 5,558,462     Subconsultant and other direct costs   (226,120 )     (429,132 )     -       -     (655,252 )   Historical pass-through performance fees   -       -       (36,677 )     -     (36,677 )   Net Revenues $ 3,064,458     $ 1,305,808     $ 495,597     $ 670   $ 4,866,533                                   2024                               Revenues $ 3,071,610     $ 1,237,384     $ 512,593     $ 437   $ 4,822,024     Subconsultant and other direct costs   (212,677 )     (306,142 )     -       -     (518,819 )   Historical pass-through performance fees   -       -       (23,614 )     -     (23,614 )   Net Revenues $ 2,858,933     $ 931,242     $ 488,979     $ 437   $ 4,279,591   2. Reconciliation of net earnings to Adjusted EBITDA Adjusted EBITDA is defined as net earnings, adjusted to exclude: (i) income tax; (ii) other income; (iii) interest expense; (iv) loss on disposal of operations; (v) depreciation and amortization, including amortization of mortgage servicing rights (“MSRs”); (vi) gains attributable to MSRs; (vii) acquisition-related items (including contingent acquisition consideration fair value adjustments, contingent acquisition consideration-related compensation expense and transaction costs); (viii) restructuring, optimization and integration costs and (ix) stock-based compensation expense, including related to the CEO’s performance-based long-term incentive plan (“LTIP”). We use Adjusted EBITDA to evaluate our own operating performance and our ability to service debt, as well as an integral part of our planning and reporting systems. Additionally, we use this measure in conjunction with discounted cash flow models to determine the Company’s overall enterprise valuation and to evaluate acquisition targets. We present Adjusted EBITDA as a supplemental measure because we believe such measure is useful to investors as a reasonable indicator of operating performance because of the low capital intensity of the Company’s service operations. We believe this measure is a financial metric used by many investors to compare companies, especially in the services industry. This measure is not a recognized measure of financial performance of the consolidated Company under GAAP in the United States, and should not be considered as a substitute for operating earnings, net earnings or cash flow from operating activities, as determined in accordance with GAAP. Our method of calculating Adjusted EBITDA may differ from other issuers and accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net earnings to Adjusted EBITDA appears below.     Three months ended   Twelve months ended   December 31   December 31 (in thousands of US$) 2025     2024     2025     2024                             Net earnings $ 86,530     $ 81,496     $ 224,553     $ 236,936   Income tax   31,078       18,699       80,154       74,177   Other income, including equity earnings from non-consolidated investments   (3,731 )     (1,976 )     (16,122 )     (7,680 ) Interest expense, net   21,610       23,181       82,373       85,779   Operating earnings   135,487       121,400       370,958       389,212   Loss on disposal of operations   290       -       696       -   Depreciation and amortization   66,522       65,176       256,015       221,602   Gains attributable to MSRs   (4,471 )     (4,185 )     (31,237 )     (15,363 ) Equity earnings from non-consolidated investments   3,275       2,030       12,461       7,270   Acquisition-related items   5,582       6,410       29,872       (27,802 ) Restructuring, optimization and integration costs   16,853       9,365       38,079       23,285   Stock-based compensation expense   21,559       25,094       55,621       46,041   Adjusted EBITDA $ 245,097     $ 225,290     $ 732,465     $ 644,245   3. Reconciliation of net earnings and diluted net earnings per common share to adjusted net earnings and Adjusted EPS Adjusted EPS is defined as diluted net earnings per share adjusted for the effect, after income tax, of: (i) the non-controlling interest redemption increment; (ii) loss on disposal of operations; (iii) amortization expense related to intangible assets recognized in connection with acquisitions and MSRs; (iv) gains attributable to MSRs; (v) acquisition-related items; (vi) restructuring, optimization and integration costs and (vii) stock-based compensation expense, including related to the CEO’s LTIP. We believe this measure is useful to investors because it provides a supplemental way to understand the underlying operating performance of the Company and enhances the comparability of operating results from period to period. Adjusted EPS is not a recognized measure of financial performance under GAAP, and should not be considered as a substitute for diluted net earnings per share from continuing operations, as determined in accordance with GAAP. Our method of calculating this non-GAAP measure may differ from other issuers and, accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net earnings to adjusted net earnings and of diluted net earnings per share to adjusted EPS appears below.     Three months ended   Twelve months ended   December 31   December 31 (in thousands of US$) 2025     2024     2025     2024                             Net earnings $ 86,530     $ 81,496     $ 224,553     $ 236,936   Non-controlling interest share of earnings   (21,352 )     (18,894 )     (57,845 )     (53,968 ) Loss on disposal of operations   290       -       696       -   Amortization of intangible assets   46,149       47,666       178,660       155,363   Gains attributable to MSRs   (4,471 )     (4,185 )     (31,237 )     (15,363 ) Acquisition-related items   5,582       6,410       29,872       (27,802 ) Restructuring, optimization and integration costs   16,853       9,365       38,079       23,285   Stock-based compensation expense   21,559       25,094       55,621       46,041   Income tax on adjustments   (20,313 )     (24,287 )     (65,936 )     (50,403 ) Non-controlling interest on adjustments   (10,922 )     (7,409 )     (36,385 )     (25,740 ) Adjusted net earnings $ 119,905     $ 115,256     $ 336,078     $ 288,349                                 Three months ended   Twelve months ended   December 31   December 31 (in US$) 2025     2024     2025     2024                             Diluted net earnings per common share $ 1.19     $ 1.47     $ 2.02     $ 3.22   Non-controlling interest redemption increment                0.08       (0.25 )     1.25       0.42   Gain on disposal of operations, net of tax   0.01       -       (0.03 )     -   Amortization expense, net of tax   0.55       0.50       2.18       1.98   Gains attributable to MSRs, net of tax   (0.05 )     (0.05 )     (0.35 )     (0.17 ) Acquisition-related items, net of tax   (0.02 )     0.08       0.16       (0.75 ) Restructuring, optimization and integration costs, net of tax   0.23       0.14       0.50       0.35   Stock-based compensation expense, net of tax   0.35       0.37       0.85       0.70   Adjusted EPS $ 2.34     $ 2.26     $ 6.58     $ 5.75                             Diluted weighted average shares for Adjusted EPS (thousands)   51,266       51,036       51,083       50,182   4. Reconciliation of net cash flow from operations to free cash flow Free cash flow is defined as net cash flow from operating activities plus contingent acquisition consideration paid, less purchases of fixed assets, plus cash collections on AR Facility deferred purchase price less distributions to non-controlling interests. We use free cash flow as a measure to evaluate and monitor operating performance as well as our ability to service debt, fund acquisitions and pay dividends to shareholders. We present free cash flow as a supplemental measure because we believe this measure is a financial metric used by many investors to compare valuation and liquidity measures across companies, especially in the services industry. This measure is not a recognized measure of financial performance under GAAP in the United States, and should not be considered as a substitute for operating earnings, net earnings or cash flow from operating activities, as determined in accordance with GAAP. Our method of calculating free cash flow may differ from other issuers and accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net cash flow from operating activities to free cash flow appears below.     Three months ended   Twelve months ended   December 31   December 31 (in thousands of US$) 2025     2024     2025     2024                             Net cash provided by operating activities $ 256,693     $ 215,307     $ 330,140     $ 326,009   Contingent acquisition consideration paid   350       250       7,402       3,357   Purchase of fixed assets   (30,846 )     (19,574 )     (78,702 )     (65,085 ) Cash collections on AR Facility deferred purchase price   45,008       35,776       164,257       137,581   Distributions paid to non-controlling interests   (9,528 )     (5,316 )     (70,771 )     (71,618 ) Free cash flow $ 261,677     $ 226,443     $ 352,326     $ 330,244   5. Local currency revenue and Adjusted EBITDA growth rate and internal revenue growth rate measures Percentage revenue and Adjusted EBITDA variances presented on a local currency basis are calculated by translating the current period results of our non-US dollar denominated operations to US dollars using the foreign currency exchange rates from the periods against which the current period results are being compared. Internal growth, presented as percentage revenue variance, is calculated assuming no impact from acquired entities in the current and prior periods. Revenue from acquired entities, including any foreign exchange impacts, are treated as acquisition growth until the respective anniversaries of the acquisitions. We believe that these revenue growth rate methodologies provide a framework for assessing the Company’s performance and operations excluding the effects of foreign currency exchange rate fluctuations and acquisitions. Since these revenue growth rate measures are not calculated under GAAP, they may not be comparable to similar measures used by other issuers. 6. Assets under management We use the term assets under management (“AUM”) as a measure of the scale of our Investment Management operations. AUM is defined as the gross market value of operating assets and the projected gross cost of development assets of the funds, partnerships and accounts to which we provide management and advisory services, including capital that such funds, partnerships and accounts have the right to call from investors pursuant to capital commitments. Our definition of AUM may differ from those used by other issuers and as such may not be directly comparable to similar measures used by other issuers. 7. Fee paying assets under management We use the term fee paying assets under management (“FPAUM”) to represent only the AUM on which the Company is entitled to receive management fees. We believe this measure is useful in providing additional insight into the capital base upon which the Company earns management fees. Our definition of FPAUM may differ from those used by other issuers and as such may not be directly comparable to similar measures used by other issuers. 8. Adjusted EBITDA from recurring revenue percentage Adjusted EBITDA from recurring revenue percentage is computed on a trailing twelve-month basis and represents the proportion of Adjusted EBITDA (note 2) that is derived from Engineering, Outsourcing and Investment Management service lines. All these service lines represent medium to long-term duration revenue streams that are either contractual or repeatable in nature. Adjusted EBITDA for this purpose is calculated in the same manner as for our debt agreement covenant calculation purposes, incorporating the expected full year impact of business acquisitions and dispositions. COMPANY CONTACTS: Jay S. Hennick Chairman & Chief Executive Officer Christian Mayer Chief Financial Officer (416) 960-9500