Colliers International Group Inc 6-K, filed May 8, 2026
Colliers International Group Inc. (CIGI)
About this 6-K
Colliers International Group Inc filed this 6-K on May 8, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of: May 2026
Commission file number 001-36898
COLLIERS INTERNATIONAL GROUP INC.
(Translation of registrant’s name into English)
1140 Bay Street, Suite 4000
Toronto, Ontario, Canada
M5S 2B4
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☐ Form 40-F ☒
Exhibit 99.1 of this Form 6-K shall be incorporated by reference as an exhibit to the registrant’s registration statement on Form F-10 (File No. 333-294698).
| -2- |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| COLLIERS INTERNATIONAL GROUP INC. | ||
| Date: May 8, 2026 | /s/ Christian Mayer | |
| Name: | Christian Mayer | |
| Title: | Global Chief Financial Officer & Chief Executive Officer, Commercial Real Estate | |
| -3- |
EXHIBIT INDEX
| Exhibit | Description of Exhibit |
| 99.1 | Interim consolidated financial statements and management’s discussion & analysis for the three-month period ended March 31, 2026. |
Exhibit 99.1
| Page 2 of 24 |
| Colliers International Group Inc. | ||||||||
| Consolidated Statements of Loss | ||||||||
| (Unaudited) | ||||||||
| (in thousands of US dollars, except per share amounts) | ||||||||
| Three months | ||||||||
| ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Revenues (note 19) | $ | 1,313,472 | $ | 1,141,170 | ||||
| Cost of revenues (exclusive of depreciation and | ||||||||
| amortization shown below) | 789,535 | 688,490 | ||||||
| Selling, general and administrative expenses | 405,048 | 348,293 | ||||||
| Depreciation | 20,301 | 18,647 | ||||||
| Amortization of intangible assets | 47,699 | 44,755 | ||||||
| Acquisition-related items (note 7) | 15,353 | 9,381 | ||||||
| Loss on disposal of operations (note 5) | 531 | - | ||||||
| Operating earnings | 35,005 | 31,604 | ||||||
| Interest expense, net | 22,868 | 22,548 | ||||||
| Equity earnings from non-consolidated investments | (7,271 | ) | (3,734 | ) | ||||
| Other (income) expense | 368 | (840 | ) | |||||
| Earnings before income tax | 19,040 | 13,630 | ||||||
| Income tax expense (note 16) | 8,261 | 4,712 | ||||||
| Net earnings | 10,779 | 8,918 | ||||||
| Non-controlling interest share of earnings | 4,291 | 5,729 | ||||||
| Non-controlling interest redemption increment (note 13) | 30,518 | 7,448 | ||||||
| Net loss attributable to Company | $ | (24,030 | ) | $ | (4,259 | ) | ||
| Net loss per common share (note 14) | ||||||||
| Basic | $ | (0.47 | ) | $ | (0.08 | ) | ||
| Diluted | $ | (0.47 | ) | $ | (0.08 | ) | ||
The accompanying notes are an integral part of these interim consolidated financial statements.
| Page 3 of 24 |
| Colliers International Group Inc. | ||||||||
| Consolidated Statements of Comprehensive Earnings (Loss) | ||||||||
| (Unaudited) | ||||||||
| (in thousands of US dollars) | ||||||||
| Three months | ||||||||
| ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Net earnings | $ | 10,779 | $ | 8,918 | ||||
| Other comprehensive earnings (loss), net of tax: | ||||||||
| Change in foreign currency translation | (2,875 | ) | 4,888 | |||||
| Reclassification of accumulated foreign currency translation | ||||||||
| on disposal of operations | (37 | ) | - | |||||
| Unrealized gain (loss) on financial derivatives | 3,193 | (2,657 | ) | |||||
| Unrealized gain (loss) on available for sale securities | (132 | ) | 99 | |||||
| Pension liability adjustments | 30 | (101 | ) | |||||
| Total other comprehensive earnings, net of tax | 179 | 2,229 | ||||||
| Comprehensive earnings | 10,958 | 11,147 | ||||||
| Less: Comprehensive earnings attributable to non-controlling interests | 38,806 | 4,422 | ||||||
| Comprehensive earnings (loss) attributable to Company | $ | (27,848 | ) | $ | 6,725 | |||
The accompanying notes are an integral part of these interim consolidated financial statements.
| Page 4 of 24 |
| Colliers International Group Inc. | ||||||||
| Consolidated Balance Sheets | ||||||||
| (Unaudited) | ||||||||
| (in thousands of US dollars) | ||||||||
| March 31, 2026 | December 31, 2025 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 201,567 | $ | 207,902 | ||||
| Restricted cash | 47,028 | 48,981 | ||||||
| Accounts receivable, net of allowance of $38,444 (December 31, 2025 - $40,852) | 834,973 | 829,313 | ||||||
| Contract assets (note 19) | 173,320 | 161,016 | ||||||
| Mortgage warehouse receivables (note 17) | 203,511 | 140,095 | ||||||
| Income tax recoverable | 30,404 | 32,888 | ||||||
| Prepaid expenses and other current assets (note 17) | 327,647 | 345,565 | ||||||
| Warehouse fund assets (note 6) | 56,845 | 56,050 | ||||||
| 1,875,295 | 1,821,810 | |||||||
| Other receivables | 16,617 | 18,723 | ||||||
| Contract assets (note 19) | 23,506 | 17,260 | ||||||
| Other assets | 228,243 | 213,057 | ||||||
| Warehouse fund assets (note 6) | 85,162 | 73,785 | ||||||
| Fixed assets | 249,469 | 251,462 | ||||||
| Operating lease right-of-use assets | 491,775 | 443,404 | ||||||
| Deferred tax assets, net | 90,442 | 93,857 | ||||||
| Intangible assets (note 8) | 1,218,340 | 1,225,881 | ||||||
| Goodwill | 2,645,466 | 2,629,228 | ||||||
| 5,049,020 | 4,966,657 | |||||||
| $ | 6,924,315 | $ | 6,788,467 | |||||
| Liabilities and shareholders' equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 507,629 | $ | 510,608 | ||||
| Accrued compensation | 556,982 | 756,510 | ||||||
| Income tax payable | 13,734 | 19,801 | ||||||
| Contract liabilities (note 19) | 80,950 | 80,350 | ||||||
| Long-term debt - current (note 9) | 11,112 | 8,119 | ||||||
| Deferred and contingent acquisition consideration - current (note 17) | 21,667 | 12,812 | ||||||
| Mortgage warehouse credit facilities (note 10) | 194,577 | 133,259 | ||||||
| Operating lease liabilities | 97,512 | 99,696 | ||||||
| Liabilities related to warehouse fund assets (note 6) | 43,844 | 33,679 | ||||||
| 1,528,007 | 1,654,834 | |||||||
| Long-term debt (note 9) | 1,861,780 | 1,625,392 | ||||||
| Deferred and contingent acquisition consideration (note 17) | 29,301 | 19,077 | ||||||
| Operating lease liabilities | 484,103 | 419,198 | ||||||
| Other liabilities | 69,154 | 110,699 | ||||||
| Deferred tax liabilities, net | 88,508 | 90,996 | ||||||
| Liabilities related to warehouse fund assets (note 6) | 51,715 | 48,782 | ||||||
| 2,584,561 | 2,314,144 | |||||||
| Redeemable non-controlling interests (note 13) | 1,296,493 | 1,285,046 | ||||||
| Shareholders' equity | ||||||||
| Common shares | 1,531,644 | 1,531,644 | ||||||
| Contributed surplus | 182,396 | 173,681 | ||||||
| Deficit | (122,491 | ) | (98,461 | ) | ||||
| Accumulated other comprehensive loss | (77,363 | ) | (73,545 | ) | ||||
| Total Company shareholders' equity | 1,514,186 | 1,533,319 | ||||||
| Non-controlling interests | 1,068 | 1,124 | ||||||
| Total shareholders' equity | 1,515,254 | 1,534,443 | ||||||
| $ | 6,924,315 | $ | 6,788,467 | |||||
| Commitments and contingencies (note 18) | ||||||||
The accompanying notes are an integral part of these interim consolidated financial statements.
| Page 5 of 24 |
| Colliers International Group Inc. | ||||||||||||||||||||||||||||
| Consolidated Statements of Shareholders' Equity | ||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||
| (in thousands of US dollars, except share information) | ||||||||||||||||||||||||||||
| Common shares | Accumulated | |||||||||||||||||||||||||||
| Issued and | other | Non- | Total | |||||||||||||||||||||||||
| outstanding | Contributed | comprehensive | controlling | shareholders' | ||||||||||||||||||||||||
| shares | Amount | surplus | Deficit | loss | interests | equity | ||||||||||||||||||||||
| Balance, December 31, 2025 | 51,103,821 | $ | 1,531,644 | $ | 173,681 | $ | (98,461 | ) | $ | (73,545 | ) | $ | 1,124 | $ | 1,534,443 | |||||||||||||
| Net earnings | - | - | - | 10,779 | - | - | 10,779 | |||||||||||||||||||||
| Pension liability adjustment, | ||||||||||||||||||||||||||||
| net of tax | - | - | - | - | 30 | - | 30 | |||||||||||||||||||||
| Unrealized gain on investments | - | - | - | - | (132 | ) | - | (132 | ) | |||||||||||||||||||
| Foreign currency translation loss | - | - | - | - | (2,875 | ) | - | (2,875 | ) | |||||||||||||||||||
| Unrealized gain on financial | ||||||||||||||||||||||||||||
| derivatives, net of tax | - | - | - | - | 3,193 | - | 3,193 | |||||||||||||||||||||
| Other comprehensive earnings | ||||||||||||||||||||||||||||
| attributable to NCI | - | - | - | - | (3,997 | ) | (52 | ) | (4,049 | ) | ||||||||||||||||||
| NCI share of earnings | - | - | - | (4,291 | ) | - | (4 | ) | (4,295 | ) | ||||||||||||||||||
| NCI redemption increment (note 13) | - | - | - | (30,518 | ) | - | - | (30,518 | ) | |||||||||||||||||||
| Reclass to net earnings on disposal | ||||||||||||||||||||||||||||
| of operations (note 5) | - | - | - | - | (37 | ) | - | (37 | ) | |||||||||||||||||||
| Subsidiaries’ equity transactions | - | - | 1,264 | - | - | - | 1,264 | |||||||||||||||||||||
| Subordinate Voting Shares: | ||||||||||||||||||||||||||||
| Stock option expense (note 15) | - | - | 7,451 | - | - | - | 7,451 | |||||||||||||||||||||
| Balance, March 31, 2026 | 51,103,821 | $ | 1,531,644 | $ | 182,396 | $ | (122,491 | ) | $ | (77,363 | ) | $ | 1,068 | $ | 1,515,254 | |||||||||||||
| Common shares | Accumulated | |||||||||||||||||||||||||||
| Issued and | other | Non- | Total | |||||||||||||||||||||||||
| outstanding | Contributed | comprehensive | controlling | shareholders' | ||||||||||||||||||||||||
| shares | Amount | surplus | Deficit | loss | interests | equity | ||||||||||||||||||||||
| Balance, December 31, 2024 | 50,610,676 | $ | 1,472,218 | $ | 140,451 | $ | (186,273 | ) | $ | (101,533 | ) | $ | 719 | $ | 1,325,582 | |||||||||||||
| Net earnings | - | - | - | 8,918 | - | - | 8,918 | |||||||||||||||||||||
| Pension liability adjustment, | ||||||||||||||||||||||||||||
| net of tax | - | - | - | - | (101 | ) | - | (101 | ) | |||||||||||||||||||
| Unrealized gain on investments | - | - | - | - | 99 | - | 99 | |||||||||||||||||||||
| Foreign currency translation gain | - | - | - | - | 4,888 | - | 4,888 | |||||||||||||||||||||
| Unrealized loss on financial | ||||||||||||||||||||||||||||
| derivatives, net of tax | - | - | - | - | (2,657 | ) | - | (2,657 | ) | |||||||||||||||||||
| Other comprehensive earnings | ||||||||||||||||||||||||||||
| attributable to NCI | - | - | - | - | 8,755 | 42 | 8,797 | |||||||||||||||||||||
| NCI share of earnings | - | - | - | (5,729 | ) | - | (35 | ) | (5,764 | ) | ||||||||||||||||||
| NCI redemption increment | - | - | - | (7,448 | ) | - | - | (7,448 | ) | |||||||||||||||||||
| Subordinate Voting Shares: | ||||||||||||||||||||||||||||
| Stock option expense (note 15) | - | - | 8,085 | - | - | - | 8,085 | |||||||||||||||||||||
| Stock options exercised | 12,850 | 1,490 | (341 | ) | - | - | - | 1,149 | ||||||||||||||||||||
| Balance, March 31, 2025 | 50,623,526 | $ | 1,473,708 | $ | 148,195 | $ | (190,532 | ) | $ | (90,549 | ) | $ | 726 | $ | 1,341,548 | |||||||||||||
The accompanying notes are an integral part of these interim consolidated financial statements.
| Page 6 of 24 |
| Colliers International Group Inc. | ||||||||
| Consolidated Statements of Cash Flows | ||||||||
| (Unaudited) | ||||||||
| (in thousands of US dollars) | ||||||||
| Three months | ||||||||
| ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Cash provided by (used in) | ||||||||
| Operating activities | ||||||||
| Net earnings | $ | 10,779 | $ | 8,918 | ||||
| Items not affecting cash: | ||||||||
| Depreciation and amortization | 68,000 | 63,402 | ||||||
| Gains attributable to mortgage servicing rights | (11,315 | ) | (4,039 | ) | ||||
| Gains attributable to the fair value of mortgage | ||||||||
| premiums and origination fees | (10,790 | ) | (4,569 | ) | ||||
| Deferred tax | (5,572 | ) | (9,184 | ) | ||||
| Equity earnings from non-consolidated investments | (7,271 | ) | (3,734 | ) | ||||
| Stock option expense (note 15) | 1,175 | 6,652 | ||||||
| Amortization of advisor loans | 13,508 | 10,782 | ||||||
| Contingent consideration (note 7) | 4,595 | 1,688 | ||||||
| Other | 21,465 | 3,961 | ||||||
| (Increase) decrease in accounts receivable, prepaid expenses and other assets | (76,509 | ) | 30,274 | |||||
| Decrease in accounts payable, accrued expenses and other liabilities | (4,651 | ) | (38,392 | ) | ||||
| Decrease in accrued compensation | (220,853 | ) | (152,477 | ) | ||||
| Contingent acquisition consideration paid | (2,970 | ) | (2,268 | ) | ||||
| Proceeds received on sale of mortgage loans | 698,921 | 183,086 | ||||||
| Principal funded on originated mortgage loans | (752,943 | ) | (188,185 | ) | ||||
| Increase in mortgage warehouse credit facilities | 61,318 | 8,584 | ||||||
| Sales to AR Facility, net (note 11) | 25,687 | 1,025 | ||||||
| Net cash used in operating activities | (187,426 | ) | (84,476 | ) | ||||
| Investing activities | ||||||||
| Acquisitions of businesses, net of cash acquired (note 4) | (45,042 | ) | (9,485 | ) | ||||
| Purchases of fixed assets | (18,296 | ) | (14,654 | ) | ||||
| Advisor loans issued | (25,490 | ) | (27,984 | ) | ||||
| Purchases of warehouse fund assets | (12,475 | ) | (10,813 | ) | ||||
| Equity co-investment contributions (note 12) | (4,814 | ) | (1,959 | ) | ||||
| Collections of AR facility deferred purchase price (note 11) | 51,315 | 48,421 | ||||||
| Other investing activities, net | 1,912 | 6,648 | ||||||
| Net cash used in investing activities | (52,890 | ) | (9,826 | ) | ||||
| Financing activities | ||||||||
| Increase in long-term debt | 948,821 | 398,725 | ||||||
| Repayment of long-term debt | (684,106 | ) | (256,817 | ) | ||||
| Purchases of non-controlling interests' subsidiary shares | (24,337 | ) | (5,459 | ) | ||||
| Sale of non-controlling interests' subsidiary shares | 3,951 | 156 | ||||||
| Contingent acquisition consideration paid | - | (2,262 | ) | |||||
| Proceeds received on exercise of stock options | - | 1,149 | ||||||
| Dividends paid to common shareholders | (7,666 | ) | (7,592 | ) | ||||
| Distributions paid to non-controlling interests | (11,122 | ) | (8,458 | ) | ||||
| Other financing activities, net | (3,801 | ) | (64 | ) | ||||
| Net cash provided by financing activities | 221,740 | 119,378 | ||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 10,288 | (1,796 | ) | |||||
| Net change in cash, cash equivalents and restricted cash | (8,288 | ) | 23,280 | |||||
| Cash, cash equivalents and restricted cash, beginning of period | 256,883 | 217,981 | ||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 248,595 | $ | 241,261 | ||||
The accompanying notes are an integral part of these interim consolidated financial statements.
| Page 7 of 24 |
Colliers International Group Inc.
Notes to Consolidated Financial Statements
(in thousands of US dollars, except share and per share amounts)
| 1. | Description of the business |
Colliers International Group Inc. (“Colliers” or the “Company”) is a global diversified professional services and investment management company providing services to corporate and institutional clients in 33 countries around the world (70 countries including affiliates and franchisees). Operationally, Colliers is organized into three distinct segments: Commercial Real Estate, Engineering and Investment Management (“IM”).
| 2. | Summary of presentation |
These unaudited Interim Consolidated Financial Statements (the “Financial Statements”) have been prepared by the Company in accordance with disclosure requirements for the presentation of interim financial information. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America have been condensed or omitted in accordance with such disclosure requirements. These Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2025.
These Financial Statements follow the same accounting policies as the most recent audited consolidated financial statements, except as noted below:
Change to reportable segments
The Company has realigned its Commercial Real Estate and Engineering segments to reflect the new management reporting lines into the Chief Operating Decision Maker (“CODM”) effective in the first quarter of 2026. Accordingly, the project management operations, which primarily serve leasing and occupier clients, are now reported to the CODM within the Commercial Real Estate segment for all periods presented. Commencing in the first quarter of 2026, the CODM reviews financial information and evaluates the overall business on this revised basis. The project management operations previously included in the Engineering segment represent approximately 14% of the Commercial Real Estate segment’s revenue for the three months ended March 31, 2025.
Prior year segment comparatives have been recast to reflect this change to reportable segments. The Investment Management reportable segment remains unchanged.
Goodwill
In conjunction with the changes in financial information reviewed by the CODM, the Company reassessed its reporting units and reassigned goodwill to reflect the updated segment structure using a relative fair value approach. The change in reporting units is not considered a triggering event for goodwill impairment testing as the excess fair value over carrying value of the affected reporting units substantially exceeds the goodwill reallocation.
In the opinion of management, the Financial Statements contain all adjustments necessary to a fair statement of the financial position of the Company as at March 31, 2026 and the results of operations and its cash flows for the three months ended March 31, 2026 and 2025. All such adjustments are of a normal recurring nature. The results of operations for the three-month period ended March 31, 2026, are not necessarily indicative of the results to be expected for the year ending December 31, 2026.
| Page 8 of 24 |
| 3. | Impact of recently issued accounting standards |
Recently adopted accounting guidance
Financial Instruments-Credit Losses for Accounts Receivable and Contract Assets
In July 2025, FASB issued ASU 2025-05, Financial Instruments: Credit Losses (Topic 326) which provides a practical expedient that permits entities to assume that current economic conditions will persist over the remaining life of current accounts receivable and contract assets when developing forecasts used to estimate expected credit losses. The amendments are effective for fiscal years and interim periods beginning after December 15, 2025. The Company adopted the ASU prospectively in the current annual financial statements. The adoption did not have a material impact on the Company's consolidated financial statements and related disclosures.
Recently issued accounting guidance, not yet adopted
Reporting Comprehensive Income – Expense Disaggregation Disclosures
In November 2024, FASB issued ASU No. 2024-03 Expense Disaggregation Disclosures which requires disaggregated disclosure of income statement expenses. The ASU does not require changes to the expense captions an entity presents on the face of the income statement, rather, it requires disaggregation of certain expense captions within the footnotes to the financial statements. This ASU is effective for annual periods beginning after December 15, 2026 with early adoption permitted. The Company is currently assessing the impacts of this ASU on its disclosures.
Improvements to the Accounting for Internal-Use Software
In September 2025, FASB issued ASU No. 2025-06 Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this update accommodates changes to software development approaches by removing reference to development stages and requiring the capitalization of software costs when both i) management has authorized and committed funding a software project, and ii) when it is probable that the project will be completed and used to perform the function intended. The improvements will provide for greater consistency in capitalization of development costs as they relate to internal-use software. The amendments are effective for annual periods beginning after December 15, 2027, with early adoption permitted at the beginning of an annual reporting period. The Company is currently assessing the impacts of this ASU on its financial statements.
| 4. | Acquisitions |
During the three months ended March 31, 2026, the Company acquired controlling interests in six businesses, one in Commercial Real Estate and five in Engineering.
Commercial Real Estate
The Company acquired a controlling interest in Colliers Progedil S.r.l., a full-service project marketing business in Italy.
Engineering
The Company closed five tuck-in acquisitions of engineering and design firms, three in Canada (BESTECH Canada Limited, Tetranex Solutions Inc. and Applied Aquatic Research Ltd.), one in the United States (Ramos Consulting Services, Inc.) and one in Australia (LocationiQ).
The acquisition date fair values of consideration transferred in relation to these acquisitions consisted of $45,042 in cash (net of cash acquired of $4,822), $2,890 in subsidiary equity consideration and $17,404 of deferred consideration. The Company acquired $9,162 of net assets, excluding cash and recognized goodwill of $29,142 and finite life intangible assets of $35,215. The Company also recognized redeemable non-controlling interest of $2,247 and deferred income tax of $5,936 on the consolidated balance sheets.
As of March 31, 2026, the Company has not completed its analysis to assign fair values to all identifiable tangible and intangible assets acquired in 2026, therefore, the purchase price allocations for the acquired businesses are provisional and subject to change within the respective measurement period which will not extend beyond one year from the acquisition date.
| Page 9 of 24 |
During three months ended March 31, 2026, the Company made no significant adjustments to the provisional fair values allocated to acquired assets and liabilities for acquisitions completed in 2025.
The purchase price allocation of acquisitions result in the recognition of goodwill. The primary factors contributing to goodwill acquired in the three months ended March 31, 2026 are assembled workforces, synergies with existing operations and future growth prospects. Specifically, the synergies in the Company’s acquisitions primarily relate to diversifying the Company’s client base and service offerings, cross-sell opportunities, increasing market share, and geographic expansion. Future growth prospects in the acquired businesses are consistent with long-term growth trends in the commercial real estate services and engineering businesses. For acquisitions completed during the three months ended March 31, 2026, goodwill in the amount of $8,987 is deductible for income tax purposes.
2025 acquisitions
During the three months ended March 31, 2025, the Company acquired one business in Engineering. The acquisition date fair value of consideration transferred consisted of $9,485 in cash (net of cash acquired of $2,164).
Deferred acquisition consideration
Deferred acquisition consideration refers to a portion of the purchase price where payment is a fixed amount determined at the acquisition date but where payment is deferred until a future date ranging from one to ten years following the dates of the acquisition. The present value of the deferred consideration recorded on the balance sheet as at March 31, 2026, was $41,296 (December 31, 2025 - $23,356).
Contingent acquisition consideration
The Company typically structures its business acquisitions to include deferred consideration which is typically subject to contingencies. Certain vendors, at the time of acquisition, are entitled to receive a contingent consideration payment if the acquired businesses achieve specified earnings levels during the one- to five-year periods following the dates of acquisition. The ultimate amount of payment is determined based on a formula, the key inputs to which are (i) a contractually agreed maximum payment; (ii) a contractually specified earnings level and (iii) the actual earnings for the contingency period. If the acquired business does not achieve the specified earnings level, the maximum payment is reduced for any shortfall, potentially to nil.
Unless it contains an element of compensation, contingent consideration is recorded at fair value each reporting period. The fair value recorded on the consolidated balance sheet as at March 31, 2026, was $9,672 (December 31, 2025 - $8,533). See note 17 for discussion on the fair value of contingent consideration. Contingent consideration where the seller is required to remain employed to be entitled to payment is considered to have a compensatory element and is revalued at each reporting period and recognized on a straight-line basis over the term of the contingent consideration arrangement. The liability recorded on the balance sheet for the compensatory element of contingent consideration arrangements as at March 31, 2026, was $33,791 (December 31, 2025 - $33,259). The estimated range of outcomes (undiscounted) for all contingent consideration arrangements, including those with an element of compensation is determined based on the likelihood of achieving specified earnings levels over the contingency period, and ranges from an estimated $79,523 to a maximum contractual amount of $351,782. These contingencies will expire during the period extending to August 2030.
| 5. | Business disposals |
During the three months ended March 31, 2026, the Company sold two Commercial Real Estate operations, (i) a portion of its operations in Belgium and (ii) its operations in Peru. Concurrent with the disposal of Peru, the purchaser entered into an agreement to use the Colliers brand in Peru going forward. The net proceeds received on disposal were $201 and the Company recognized a loss of $531.
| Page 10 of 24 |
| 6. | Warehouse fund assets |
During the three months ended March 31, 2026, the Company did not divest any Investment Management warehouse fund assets which were held on December 31, 2025. There was no significant impact on net earnings related to warehouse fund assets in the three months ended March 31, 2026, or 2025.
The following table summarizes the warehouse fund assets:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Warehouse fund assets | ||||||||
| Warehouse fund assets | $ | 56,845 | $ | 56,050 | ||||
| Warehouse fund assets - non-current | 85,162 | 73,785 | ||||||
| Total warehouse fund assets | $ | 142,007 | $ | 129,835 | ||||
| Liabilities related to warehouse fund assets | ||||||||
| Liabilities related to warehouse fund assets | $ | 43,844 | $ | 33,679 | ||||
| Liabilities related to warehouse fund assets - non-current | 51,715 | 48,782 | ||||||
| Total liabilities related to warehouse fund assets | $ | 95,559 | $ | 82,461 | ||||
| Net warehouse fund assets | $ | 46,448 | $ | 47,374 | ||||
| 7. | Acquisition-related items |
| Three months ended | ||||||||
| March 31 | ||||||||
| 2026 | 2025 | |||||||
| Transaction costs | $ | 10,758 | $ | 7,693 | ||||
| Contingent consideration fair value adjustments (note 17) | 1,138 | 597 | ||||||
| Contingent consideration compensation expense (note 4) | 3,457 | 1,091 | ||||||
| $ | 15,353 | $ | 9,381 | |||||
| 8. | Intangible assets |
The following table summarizes the gross carrying value, accumulated amortization and net carrying value of the Company’s indefinite life and finite life intangible assets:
| Gross | ||||||||||||
| carrying | Accumulated | |||||||||||
| March 31, 2026 | amount | amortization | Net | |||||||||
| Indefinite life intangible assets: | ||||||||||||
| Licenses | $ | 29,200 | $ | - | $ | 29,200 | ||||||
| Trademarks and trade names | 23,531 | - | 23,531 | |||||||||
| $ | 52,731 | $ | - | $ | 52,731 | |||||||
| Finite life intangible assets: | ||||||||||||
| Customer lists and relationships | $ | 970,719 | $ | 335,253 | $ | 635,466 | ||||||
| Investment management contracts | 606,116 | 229,785 | 376,331 | |||||||||
| Mortgage servicing rights ("MSRs") | 248,428 | 129,102 | 119,326 | |||||||||
| Trademarks and trade names | 35,157 | 13,950 | 21,207 | |||||||||
| Management contracts and other | 8,995 | 5,504 | 3,491 | |||||||||
| Backlog | 21,430 | 11,642 | 9,788 | |||||||||
| $ | 1,890,845 | $ | 725,236 | $ | 1,165,609 | |||||||
| $ | 1,943,576 | $ | 725,236 | $ | 1,218,340 | |||||||
| Page 11 of 24 |
| Gross | ||||||||||||
| carrying | Accumulated | |||||||||||
| December 31, 2025 | amount | amortization | Net | |||||||||
| Indefinite life intangible assets: | ||||||||||||
| Licenses | $ | 29,200 | $ | - | $ | 29,200 | ||||||
| Trademarks and trade names | 23,592 | - | 23,592 | |||||||||
| $ | 52,792 | $ | - | $ | 52,792 | |||||||
| Finite life intangible assets: | ||||||||||||
| Customer lists and relationships | $ | 946,522 | $ | 316,354 | $ | 630,168 | ||||||
| Investment management contracts | 608,399 | 217,196 | 391,203 | |||||||||
| Mortgage servicing rights ("MSRs") | 238,931 | 122,116 | 116,815 | |||||||||
| Trademarks and trade names | 35,089 | 12,831 | 22,258 | |||||||||
| Management contracts and other | 9,076 | 4,974 | 4,102 | |||||||||
| Backlog | 15,660 | 7,117 | 8,543 | |||||||||
| $ | 1,853,677 | $ | 680,588 | $ | 1,173,089 | |||||||
| $ | 1,906,469 | $ | 680,588 | $ | 1,225,881 | |||||||
The MSR assets are evaluated quarterly for impairment by stratifying the servicing portfolio according to predominant risk characteristics, primarily investor type and interest rate. An impairment is recorded if the carrying value of an individual stratum exceeds its estimated fair value. There was no impairment recorded in the three months ended March 31, 2026, or 2025.
The following table summarizes activity related to the Company’s mortgage servicing rights for the three months ended March 31, 2026:
| 2026 | ||||
| Balance, January 1 | $ | 116,815 | ||
| Additions, following the sale of loan | 9,496 | |||
| Amortization | (5,553 | ) | ||
| Prepayments and write-offs | (1,432 | ) | ||
| Balance, March 31 | $ | 119,326 | ||
The following is the estimated future expense for amortization of the finite life intangible assets for each of the next five years and thereafter:
| For the year ended December 31, | MSRs | Other Intangibles | Total | |||||||||
| 2026 (remaining nine months) | $ | 16,193 | $ | 111,292 | $ | 127,485 | ||||||
| 2027 | 19,627 | 129,228 | 148,855 | |||||||||
| 2028 | 17,429 | 121,399 | 138,828 | |||||||||
| 2029 | 15,266 | 116,882 | 132,148 | |||||||||
| 2030 | 13,108 | 112,828 | 125,936 | |||||||||
| Thereafter | 37,703 | 454,654 | 492,357 | |||||||||
| $ | 119,326 | $ | 1,046,283 | $ | 1,165,609 | |||||||
| Page 12 of 24 |
| 9. | Long-term debt |
On February 20, 2026 the Company amended and extended the multi-currency, sustainability-linked senior unsecured revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility remains at $2,250,000 and the final maturity date was extended to February 20, 2031. The amendment provides for a temporary step-up to the financial leverage ratio from 3.5x to 4.0x for up to four consecutive quarters following the completion of an acquisition where the purchase price exceeds $200,000. After the four quarters, the maximum allowable leverage ratio returns to 3.5x. The Revolving Credit Facility bears interest at an applicable margin of 1.125% to 2.5% over floating reference rates, depending on financial leverage ratios. The applicable margin may be adjusted, annually, plus or minus 0.05% subject to achieving certain sustainability metrics. For the three months ended March 31, 2026, the weighted average interest rate on borrowings under the Revolving Credit Facility was 5.3% (2025 – 6.3%). The Revolving Credit Facility had $1,297,589 of available undrawn credit as at March 31, 2026 ($1,159,419 as at December 31, 2025). As at March 31, 2026, letters of credit in the amount of $28,566 were outstanding against the Revolving Credit Facility ($18,324 as at December 31, 2025). The Revolving Credit Facility requires a commitment fee of 0.11% to 0.35% of the unused portion, depending on financial leverage ratios.
The Company has outstanding senior unsecured notes (“Senior Notes”) with a carrying value of $928,300. A summary of the unsecured senior notes is provided in the table below:
| Maturity | Interest | |||||||||||
| Term | Date | Carrying Value | Fixed Rate | |||||||||
| Senior Notes due 2028 - €210,000 | 10-year | May 30, 2028 | $ | 241,962 | 2.23 | % | ||||||
| Senior Notes due 2031 - €125,000 | 10-year | October 7, 2031 | 143,954 | 1.52 | % | |||||||
| Senior Notes due 2031 - $150,000 | 10-year | October 7, 2031 | 149,439 | 3.02 | % | |||||||
| Senior Notes due 2033 - C$550,000 | 7-year | April 7, 2033 | 392,945 | 4.73 | % | |||||||
| $ | 928,300 | |||||||||||
On March 25, 2026, the Company completed a private placement of C$550,000 of Senior Notes. The Senior Notes due 2028, 2031 and 2033 are each held by a group of institutional investors.
The Revolving Credit Facility, Senior Notes due 2028, Senior Notes due 2031 and Senior Notes due 2033 rank equally in terms of seniority and have similar financial covenants, including leverage and interest coverage. The Company was in compliance with all covenants as of March 31, 2026. The Company is limited from undertaking certain mergers, acquisitions and dispositions without prior approval.
| 10. | Mortgage warehouse credit facilities |
The following table summarizes the Company’s mortgage warehouse credit facilities:
| March 31, 2026 | December 31, 2025 | |||||||||||||||||
| Current | Maximum | Carrying | Maximum | Carrying | ||||||||||||||
| Maturity | Capacity | Value | Capacity | Value | ||||||||||||||
| Facility A - SOFR plus 1.40% | October 15, 2026 | $ | 275,000 | $ | 168,291 | $ | 275,000 | $ | 88,708 | |||||||||
| Facility B - SOFR plus 1.45%1 | On demand | 225,000 | - | 225,000 | - | |||||||||||||
| Facility C - SOFR plus 1.45% | September 17, 2026 | 500,000 | 26,286 | 500,000 | 44,551 | |||||||||||||
| $ | 1,000,000 | $ | 194,577 | $ | 1,000,000 | $ | 133,259 | |||||||||||
| (1) SOFR in Facility B has a floor of 0.25% | ||||||||||||||||||
Colliers Mortgage LLC (“Colliers Debt & Structured Finance”) has warehouse credit facilities which are used exclusively for the purpose of funding warehouse mortgages receivable. The mortgage warehouse credit facilities are recourse only to Colliers Debt & Structured Finance, are revolving and are secured by warehouse mortgages financed on the facilities.
| Page 13 of 24 |
| 11. | AR Facility |
Under the accounts receivable facility (the “AR Facility”), certain of the Company's subsidiaries continuously sell trade accounts receivable and contract assets (the “Receivables”) to wholly owned special purpose entities at fair market value. The special purpose entities in turn sell the Receivables to third-party financial institutions (the “Purchasers”). All transactions under the AR Facility are accounted for as a true sale in accordance with ASC 860, Transfers and Servicing (“ASC 860”) and accordingly sold receivables are derecognized from the consolidated balance sheet.
On March 18, 2026, the Company renewed its AR Facility with two third-party financial institutions, with a term extending to March 18, 2028 and a capacity of $250,000. As of March 31, 2026, the Company’s draw under the AR Facility was $226,535.
The Company continues to service the Receivables sold. As of March 31, 2026, the servicing liability was nil.
Under the AR Facility, the Company receives a cash payment and a deferred purchase price (“Deferred Purchase Price” or “DPP”) for sold Receivables. The DPP is paid to the Company in cash on behalf of the Purchaser as the Receivables are collected. As at March 31, 2026, the DPP was $92,491 (December 31, 2025 - $121,980) and was included in Prepaid expenses and other current assets on the Consolidated Balance Sheets. For the three months ended March 31, 2026, Receivables sold under the AR Facility were $531,203 and cash collections from customers on Receivables sold were $542,308, all of which were reinvested in new Receivables purchases and are included in cash flows from operating activities in the consolidated statement of cash flows. As of March 31, 2026, the outstanding principal on trade accounts receivable, net of expected credit losses, sold under the AR Facility was $217,970; and the outstanding principal on contract assets, current and non-current, sold under the AR Facility was $138,158. See note 17 for fair value information on the DPP.
For the three months ended March 31, 2026, the Company recognized a gain related to Receivables sold of $18 (2025 - $14) that was recorded in other income in the consolidated statement of earnings. The fair value of the Receivables sold subsequent to the initial sale approximates carrying value.
The non-cash investing activities associated with the DPP for the three months ended March 31, 2026, were $22,083.
| 12. | Variable interest entities |
The Company holds variable interests in certain Variable Interest Entities (“VIE”) in its Investment Management segment which are not consolidated as it was determined that the Company is not the primary beneficiary. The Company’s involvement with these entities is in the form of advisory fee arrangements and equity co-investments (typically 1%-2%). Equity co-investments are included in Other non-current assets on the consolidated balance sheets.
The following table provides the maximum exposure to loss related to these non-consolidated VIEs:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Non-consolidated investments | $ | 67,106 | $ | 60,601 | ||||
| Co-investment commitments | 22,231 | 23,546 | ||||||
| Maximum exposure to loss | $ | 89,337 | $ | 84,147 | ||||
| Page 14 of 24 |
| 13. | Redeemable non-controlling interests |
The minority equity positions in the Company’s subsidiaries are referred to as redeemable non-controlling interests (“RNCI”). The RNCI are considered to be redeemable securities. Accordingly, the RNCI is recorded at the greater of (i) the redemption amount or (ii) the amount initially recorded as RNCI at the date of inception of the minority equity position. This amount is recorded in the “mezzanine” section of the balance sheet, outside of shareholders’ equity. Changes in the RNCI amount are recognized immediately as they occur. The following table provides a reconciliation of the beginning and ending RNCI amounts:
| 2026 | ||||
| Balance, January 1 | $ | 1,285,046 | ||
| RNCI share of earnings | 4,295 | |||
| RNCI redemption increment | 30,518 | |||
| Distributions paid to RNCI | (11,229 | ) | ||
| Purchase of interests from RNCI | (25,602 | ) | ||
| Sale of interests to RNCI | 8,328 | |||
| RNCI recognized on business acquisitions | 5,137 | |||
| Balance, March 31 | $ | 1,296,493 | ||
The Company has shareholders’ agreements in place at each of its non-wholly owned subsidiaries. These agreements allow the Company to “call” the RNCI at a price determined with the use of a formula price, which is usually equal to a fixed multiple of average annual net earnings before income taxes, interest, depreciation, and amortization. The agreements also have redemption features which allow the owners of the RNCI to “put” their equity to the Company at the same price subject to certain limitations. The formula price is referred to as the redemption amount and may be paid in cash or in Subordinate Voting Shares. The redemption amount as of March 31, 2026, was $1,081,918 (December 31, 2025 - $1,068,617). The redemption amount is lower than that recorded on the balance sheet as the formula price of certain RNCI are lower than the amount initially recorded at the inception of the minority equity position. If all put or call options were settled with Subordinate Voting Shares as at March 31, 2026, approximately 9,900,000 such shares would be issued.
Increases or decreases to the formula price of the underlying shares are recognized in the statement of earnings as the NCI redemption increment.
| 14. | Net earnings per common share |
Stock options were anti-dilutive for the three months ended March 31, 2026 and the three months ended March 31, 2025.
The following table reconciles the basic and diluted common shares outstanding:
| Three months ended | ||||||||
| March 31 | ||||||||
| (in thousands) | 2026 | 2025 | ||||||
| Net loss attributable to Company | $ | (24,030 | ) | $ | (4,259 | ) | ||
| Weighted average common shares - Basic | 51,104 | 50,615 | ||||||
| Exercise of stock options | - | - | ||||||
| Weighted average common shares - Diluted | 51,104 | 50,615 | ||||||
| Page 15 of 24 |
| 15. | Stock-based compensation |
Corporate stock option plan
The Company has a stock option plan for certain officers, key full-time employees and directors of the Company and its subsidiaries. Options are granted at the market price for the underlying shares on the day immediately prior to the date of grant. Each option vests over a four-year term, expires five years from the date granted and allows for the purchase of one Subordinate Voting Share. All Subordinate Voting Shares issued are new shares. As at March 31, 2026, there were 1,838,825 options available for future grants.
Grants under the Company’s stock option plan are equity-classified awards.
Stock option activity for the three months ended March 31, 2026 was as follows:
| Weighted average | ||||||||||||||||
| Weighted | remaining | Aggregate | ||||||||||||||
| Number of | average | contractual life | intrinsic | |||||||||||||
| options | exercise price | (years) | value | |||||||||||||
| Shares issuable under options - | ||||||||||||||||
| December 31, 2025 | 3,420,780 | $ | 125.11 | |||||||||||||
| Granted | 10,000 | 110.16 | ||||||||||||||
| Shares issuable under options - | ||||||||||||||||
| March 31, 2026 | 3,430,780 | $ | 125.06 | 2.7 | $ | 9,868 | ||||||||||
| Options Vested - March 31, 2026 | 1,680,378 | $ | 119.64 | 1.9 | $ | 6,829 | ||||||||||
The amount of compensation expense recorded in the statement of earnings for the three months ended March 31, 2026 was $7,451 (2025 - $8,085). As of March 31, 2026, there was $47,043 of unrecognized compensation cost related to non-vested awards which is expected to be recognized over the next 4 years. As at March 31, 2026, the fair value of options vested was $299 (December 31, 2025 - $32,341).
Performance Stock Units (“PSUs”)
On October 1, 2024, Colliers extended the existing management service agreement with its Chairman and Chief Executive Officer, Jay S. Hennick, to January 1, 2029. In connection with this extension, a performance-based long term incentive plan was created. Under this arrangement, Mr. Hennick was granted a total of 428,174 cash-settled PSUs that are subject to the satisfaction of certain performance-based vesting conditions during the period ending January 1, 2029. To the extent incentives are earned, the Company will be obligated to make a one-time cash payment equal to the number of vested PSUs multiplied by the twenty-day volume-weighted average trading price of the Subordinate Voting Shares at such time. The performance units cannot be share settled and do not give Mr. Hennick any rights as a shareholder.
The amount of stock-based compensation expense related to the PSUs recorded in the statement of earnings for the three months ended March 31, 2026 was a recovery of $10,532 (2025 – recovery of $1,433).
As at March 31, 2026, the estimated fair value of the PSUs is $19,986 and there is approximately $4,267 of total estimated unrecognized compensation expense related to the arrangement which are expected to be expensed over the next four years. As at March 31, 2026, the performance vesting criteria related to 107,043 PSUs has been satisfied. The PSU plan is a liability classified stock-based compensation plan and as at March 31, 2026, $15,719 is reported in Other liabilities on the Company’s consolidated balance sheets.
Subsidiary stock-based compensation plans
The Company has established stock-based compensation plans with certain employees granting them awards in the Company’s Investment Management segment. Awards granted under these plans require continued service over three to five-year vesting periods. Settlement of these awards will occur in the subsidiary’s stock. Since the subsidiary’s stock is redeemable by the holder, they are treated in a manner consistent with liability-classified options, with initial measurement at the fair value on the grant date and subsequent remeasurement at the end of each reporting period. As the awards are subject to vesting conditions, the graded attribution method is applied and compensation expense is recognized over the vesting period.
| Page 16 of 24 |
Consistent with RNCI arrangements (see note 13), the fair values of the awards are based upon a fixed multiple of average annual net earnings before income taxes, interest, depreciation and amortization of the subsidiary with adjustments for debt. The calculated value also reflects a 25% discount to incorporate forfeiture risk and limitations on the timing and extent of redemption of the subsidiary’s stock.
In relation to subsidiary stock-based compensation plans, the Company incurred stock-based compensation expense of $4,256 during the three months ended March 31, 2026 (2026 – nil). As at March 31, 2026, there was $41,082 of unrecognized compensation cost related to non-vested plans which is expected to be recognized over the next five years. As at March 31, 2026, the fair value of options vested under subsidiary stock-based compensation plans was $4,308.
| 16. | Income tax |
Income tax expense for the three months ended March 31, 2026, reflected an effective tax rate of 43.4% (2025 - 34.6%) relative to the Canadian federal statutory corporate income tax rate of 15% (2025 - 15%). The tax rates of both the current period and prior period were impacted by Canadian provincial income taxes, foreign tax effects, valuation allowances and permanent non-deductible expenses. The increase in effective tax rate compared to the prior period is primarily due to valuation allowance recorded on losses incurred by certain European entities.
The 15% Canadian federal statutory corporate income tax rate is derived from the 38% Part I federal tax rate, net of the 10% federal tax abatement and the 13% general rate reduction.
| 17. | Financial instruments |
Fair values of financial instruments
The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis as of March 31, 2026:
| Level 1 | Level 2 | Level 3 | ||||||||||
| Assets | ||||||||||||
| Equity securities | $ | 13,426 | $ | 3 | $ | - | ||||||
| Debt securities | 21,110 | 21,757 | - | |||||||||
| Mortgage derivative assets | - | - | 7,075 | |||||||||
| Mortgage warehouse receivables | - | 203,511 | - | |||||||||
| Interest rate swap assets | - | 2,203 | - | |||||||||
| Deferred Purchase Price on AR Facility | - | - | 92,491 | |||||||||
| Total assets | $ | 34,536 | $ | 227,474 | $ | 99,566 | ||||||
| Liabilities | ||||||||||||
| Interest rate swap liabilities | $ | - | $ | 396 | $ | - | ||||||
| Deferred acquisition consideration | - | 41,296 | - | |||||||||
| Contingent acquisition consideration | - | - | 9,672 | |||||||||
| Total liabilities | $ | - | $ | 41,692 | $ | 9,672 | ||||||
Equity securities, debt securities, mortgage derivative assets, interest rate swap assets and the deferred purchase price on the AR Facility are included in prepaid expenses and other current assets or other assets if greater than one year. Interest rate swap assets are included in other liabilities on the consolidated balance sheets. Other than the assets and liabilities acquired in relation to business combinations (see note 4), there were no significant non-recurring fair value measurements recorded during the period ended March 31, 2026.
| Page 17 of 24 |
Debt and equity securities
The Company records debt and equity securities at fair value on the consolidated balance sheets. These financial instruments are valued based on observable market data that may include quoted market prices, dealer quotes, market spreads, cash flows, the US Treasury yield curve, trading levels, market consensus prepayment speeds, credit information and the instruments’ terms and conditions and are classified as Level 2 of the fair value hierarchy.
Investments in debt and equity securities where quoted prices are readily available are classified as Level 1 in the fair value hierarchy. The Company increases or decreases its investment each reporting period by the change in the fair value of the investment reported in net earnings on the consolidated statements of earnings.
Mortgage-related derivatives
Interest rate lock commitments and forward sale commitments are derivative instruments which use a discounted cash flow model and consider observable market data in determining their fair values, particularly changes in interest rates. In the case of interest rate lock commitments, the fair value measurement also considers the expected net cash flows associated with the servicing of the loans. The Company also considers the impact of unobservable inputs related to counterparty non-performance risk when measuring the fair value of these derivatives. Therefore, these mortgage-related derivatives are categorized as Level 3. The mortgage-related derivative assets and liabilities are included in Prepaid expenses and other current assets and Accounts payable and accrued expenses, respectively, on the consolidated balance sheets.
Given the credit quality of the Company’s counterparties, the short duration of interest rate lock commitments and forward sale commitments and the Company’s historical experience, management does not believe the risk of non-performance is significant. An increase in counterparty non-performance risk assumptions would result in a lower fair value measurement.
Changes in the fair value of the net mortgage derivative assets and liabilities comprise the following:
| 2026 | ||||
| Balance, January 1 | $ | 5,475 | ||
| Settlements | (18,602 | ) | ||
| Realized gains recorded in earnings | 13,127 | |||
| Unrealized gains recorded in earnings | 7,075 | |||
| Balance, March 31 | $ | 7,075 | ||
Mortgage warehouse receivables
As at March 31, 2026, all warehouse facility liabilities are supported by mortgage warehouse receivables which are under commitment to be purchased by a qualifying investor. These assets are classified as Level 2 in the fair value hierarchy as most of the inputs are readily observable.
AR Facility deferred purchase price (“DPP”)
The Company recorded a DPP under its AR Facility. The DPP represents the difference between the fair value of the Receivables sold and the cash purchase price and is recognized at fair value as part of the sale transaction. The DPP is remeasured each reporting period in order to account for activity during the period, including the seller’s interest in any newly transferred Receivables, collections on previously transferred Receivables attributable to the DPP and changes in estimates for credit losses. Changes in the DPP attributed to changes in estimates for credit losses are expected to be immaterial, as the underlying Receivables are short-term and of high credit quality. The DPP is valued using Level 3 inputs, primarily discounted cash flows, with the significant inputs being discount rates ranging from 5.0% to 7.0% depending upon the aging of the Receivables. See note 11 for information on the AR Facility.
| Page 18 of 24 |
Changes in the fair value of the DPP comprises the following:
| 2026 | ||||
| Balance, January 1 | $ | 121,980 | ||
| Additions to DPP | 22,083 | |||
| Collections on DPP | (51,315 | ) | ||
| Fair value adjustment | 18 | |||
| Foreign exchange and other | (275 | ) | ||
| Balance, March 31 | $ | 92,491 | ||
Financial derivatives
The Company has entered into interest rate swap agreements (“IRS”) to convert floating interest on US dollar denominated debt to fixed interest rates. The interest rate swaps are measured at fair value and are included in Other assets on the consolidated balance sheets. The table below summarizes the details of the interest rate swaps in place as at March 31, 2026.
| Effective | Maturity | Notional Amount | Interest rates | ||||||
| Date | Date | of US dollar debt | Floating | Fixed | |||||
| 2022 IRS A | July 15, 2022 | May 27, 2027 | $ | 150,000 | SOFR | 2.8020% | |||
| 2022 IRS B | December 21, 2022 | May 27, 2027 | $ | 250,000 | SOFR | 3.5920% | |||
| 2023 IRS A | April 28, 2023 | May 27, 2027 | $ | 100,000 | SOFR | 3.7250% | |||
| 2023 IRS B | December 5, 2023 | May 27, 2027 | $ | 100,000 | SOFR | 4.0000% | |||
| 2025 IRS A | May 27, 2027 | November 29, 2029 | $ | 200,000 | SOFR | 3.4340% | |||
| 2025 IRS B | May 27, 2027 | November 29, 2029 | $ | 200,000 | SOFR | 3.4460% | |||
| 2025 IRS C | May 27, 2027 | November 29, 2029 | $ | 200,000 | SOFR | 3.4800% | |||
All interest rate swaps list in the table above (collectively the “Designated IRSs”) are being accounted for as cash flow hedges and are measured at fair value on the consolidated balance sheets. Gains or losses on the Designated IRSs, which are determined to be effective as hedges, are reported in accumulated other comprehensive income (“AOCI”). As at March 31, 2026, unrealized gain of $1,807 (December 31, 2025 - loss of $2,538) on the Designated IRSs were included in AOCI.
Deferred acquisition consideration
The fair value of deferred acquisition consideration is determined based upon inputs that are readily observable, primarily interest rates, and are classified as Level 2 in the fair value hierarchy.
Contingent acquisition consideration
The inputs to the measurement of the fair value of contingent consideration related to acquisitions are Level 3 inputs. The fair value measurements were made using a discounted cash flow model; significant model inputs were expected future operating cash flows (determined with reference to each specific acquired business) and discount rates (which range from 3.5% to 10.1%, with a weighted average of 9.6%). The wide range of discount rates is attributable to the level of risk related to economic growth factors combined with the length of the deferred payment periods; and the dispersion was driven by unique characteristics of the businesses acquired and the respective terms for these contingent payments. A 5% increase in the weighted average discount rate would reduce the fair value by $1,200. See note 4 for discussion on contingent acquisition consideration.
| Page 19 of 24 |
Changes in the fair value of the contingent acquisition consideration liability comprises the following:
| 2026 | ||||
| Balance, January 1 | $ | 8,533 | ||
| Fair value adjustments (note 7) | 1,139 | |||
| Balance, March 31 | $ | 9,672 | ||
| Non-current portion | $ | 9,672 | ||
The carrying amounts for cash, restricted cash, accounts receivable, accounts payable, advisor loans, other receivables and accrued liabilities approximate their estimated fair values due to the short-term nature of these instruments, unless otherwise indicated. The carrying value of the Company’s Revolving Credit Facility and other short-term borrowings approximate their estimated fair value due to their short-term nature and variable interest rate terms.
The carrying amount and the estimated fair value of Senior Notes is presented in the table below. Interest rate yield curves, interest rate indices and market prices (Level 2 inputs within the fair value hierarchy) are used in determining the fair value of the Senior Notes.
| March 31, 2026 | December 31, 2025 | |||||||||||||||
| Carrying | Fair | Carrying | Fair | |||||||||||||
| amount | value | amount | value | |||||||||||||
| Senior Notes | $ | 928,300 | $ | 875,754 | $ | 542,044 | $ | 500,019 | ||||||||
| 18. | Commitments and Contingencies |
Acquisition
On February 3, 2026, the Company announced it has entered into a definitive agreement to acquire Ayesa Engineering S.A.U. (“Ayesa Engineering”). Ayesa Engineering is a multidiscipline engineering and project management firm headquartered in Seville, Spain that provides technical consulting services across four continents. The transaction is expected to close in the second quarter of 2026 for total cash consideration of approximately $700,000.
Claims and Litigation
In the normal course of operations, the Company is subject to routine claims and litigation incidental to its business. Litigation currently pending or threatened against the Company includes disputes with former employees and commercial liability claims related to services provided by the Company. The Company believes resolution of such proceedings, combined with amounts accrued, will not have a material impact on the Company’s financial condition or the results of operations.
Contingencies associated with US government sponsored enterprises
Colliers Debt & Structured Finance is a lender in the Fannie Mae DUS Program. Commitments for the origination and subsequent sale and delivery of loans to Fannie Mae represent those mortgage loan transactions where the borrower has locked an interest rate and scheduled closing and the Company has entered into a mandatory delivery commitment to sell the loan to Fannie Mae. As discussed in note 17, the Company accounts for these commitments as derivatives recorded at fair value.
Colliers Debt & Structured Finance is obligated to share in losses, if any, related to mortgages originated under the DUS Program. These obligations expose the Company to credit risk on mortgage loans for which the Company is providing underwriting, servicing, or other services under the DUS Program. Net losses on defaulted loans are shared with Fannie Mae based upon established loss-sharing ratios, and typically, the Company is subject to sharing up to one-third of incurred losses on loans originated under the DUS Program. As of March 31, 2026, the Company has funded and sold loans subject to such loss sharing obligations with an aggregate unpaid principal balance of approximately $7,718,782. (December 31, 2025 - $7,196,000) As at March 31, 2026, the loss reserve was $13,646 (December 31, 2025 - $12,655) and was included within Other liabilities on the consolidated balance sheets.
| Page 20 of 24 |
Pursuant to its licenses with Fannie Mae, Ginnie Mae and the Department of Housing and Urban Development, Colliers Debt & Structured Finance is required to maintain certain standards for capital adequacy which include minimum net worth and liquidity requirements. If it is determined at any time that Colliers Debt & Structured Finance fails to maintain appropriate capital adequacy, the licensor reserves the right to terminate their servicing authority for all or some of the portfolio. As at March 31, 2026, Colliers Debt & Structured Finance was in compliance with all such requirements.
| 19. | Revenue |
Disaggregated revenue
Colliers has disaggregated its revenue from contract with customers by type of service and reportable segment as presented in the following table. See Note 2 for additional information on a change to the Company’s reportable segments. The three months ended March 31, 2025 have been recast for comparability.
| Three months | ||||||||
| ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Commercial Real Estate | ||||||||
| Leasing | $ | 250,980 | $ | 227,007 | ||||
| Capital Markets | 219,315 | 149,152 | ||||||
| Property management | 141,621 | 129,249 | ||||||
| Valuation and advisory | 107,241 | 99,903 | ||||||
| Project management | 94,324 | 108,539 | ||||||
| Other | 27,690 | 27,126 | ||||||
| Total | 841,171 | 740,976 | ||||||
| Engineering | 336,847 | 273,870 | ||||||
| Investment Management | ||||||||
| Advisory and other | 129,266 | 119,157 | ||||||
| Performance fees | 6,000 | 7,045 | ||||||
| Total | 135,266 | 126,202 | ||||||
| Corporate | 188 | 122 | ||||||
| Total Revenue | $ | 1,313,472 | $ | 1,141,170 | ||||
Revenue associated with the Company’s debt finance and loan servicing operations are outside the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”). For the three months ended March 31, 2026, $22,342 of Capital Markets revenue (2025 - $8,815) and $12,435 of Other Revenue (2025 - $11,474) respectively, was excluded from the scope of ASC 606. Substantially all of these revenues were included within the Commercial Real Estate segment.
Contract balances
As at March 31, 2026, the Company had contract assets totaling $196,825 of which $173,320 was current ($178,276 as at December 31, 2025 - of which $161,016 was current). During 2026, approximately 64% of the current contract assets were moved to accounts receivable or sold under the AR Facility (Note 11).
As at March 31, 2026, the Company had contract liabilities (all current) totaling $80,950 ($80,350 as at December 31, 2025). $50,589 of the contract liability balance at the beginning of the year was recognized to revenue in 2026, respectively (2025 - $42,301).
| Page 21 of 24 |
Certain constrained revenues may arise from services that began in a prior reporting period. Consequently, a portion of the revenue the Company recognizes in the current period may be partially related to the services performed in prior periods. Typically, less than 5% of Leasing and Capital Markets revenue recognized in a prior period had previously been constrained and substantially all investment management incentive fees recognized in the year were previously constrained.
| 20. | Segmented information |
REPORTABLE SEGMENTS
Colliers has identified three reportable operating segments: Commercial Real Estate, Engineering and Investment Management. Corporate represents unallocated costs of global administrative functions and the corporate head office. The groupings are based on the manner in which the segments are managed. See Note 2 for additional information on a change to the Company’s reportable segments.
The Chief Operating Decision Maker (“CODM”) of the Company uses Adjusted EBITDA to compare each segments current performance against prior periods and previous forecasts which is used to guide strategy and make decisions about the allocation of resources. The Chief Executive Officer is determined to be the Company’s CODM.
Segment 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.
Indirect operating costs includes the selling, general and administration expenses of the Company excluding stock-based compensation and restructuring, optimization and integration costs. It also includes an adjustment to remove the impact of gains attributable to MSRs.
The CODM is not provided with total asset information by segment and does not consider total assets in determining the performance of the segments nor in determining resource allocation. Therefore, total assets by segment is not disclosed.
The three months ended March 31, 2025 have been recast for comparability.
| Page 22 of 24 |
| Commercial | Investment | |||||||||||||||
| Real Estate | Engineering | Management | Total | |||||||||||||
| Three months ended March 31, 2026 | ||||||||||||||||
| Revenues | $ | 841,171 | $ | 336,847 | $ | 135,266 | $ | 1,313,284 | ||||||||
| Cost of revenue | 571,345 | 164,053 | 54,655 | 790,053 | ||||||||||||
| Indirect operating costs | 224,255 | 145,904 | 36,721 | 406,880 | ||||||||||||
| Equity earnings from non-consolidated investments | 610 | - | 6,661 | 7,271 | ||||||||||||
| Segment Adjusted EBITDA | 46,181 | 26,890 | 50,551 | $ | 123,622 | |||||||||||
| Corporate | ||||||||||||||||
| Revenue | 188 | |||||||||||||||
| Cost of revenue | (519 | ) | ||||||||||||||
| Indirect operating costs | (474 | ) | ||||||||||||||
| Unallocated Adjusted EBITDA | 1,181 | |||||||||||||||
| Deduct / (add): | ||||||||||||||||
| Depreciation and amortization | 68,000 | |||||||||||||||
| Acquisition related costs | 15,353 | |||||||||||||||
| Loss on disposal of operations | 531 | |||||||||||||||
| Stock based compensation | 1,175 | |||||||||||||||
| Restructuring, optimization and integration | 8,783 | |||||||||||||||
| Equity earnings from non-consolidated investments | 7,271 | |||||||||||||||
| Gains attributable to MSRs | (11,315 | ) | ||||||||||||||
| Consolidated operating earnings | $ | 35,005 | ||||||||||||||
| Interest expense, net | 22,868 | |||||||||||||||
| Equity earnings from non-consolidated investments | (7,271 | ) | ||||||||||||||
| Other income | 368 | |||||||||||||||
| Consolidated earnings before income tax | $ | 19,040 | ||||||||||||||
| Income tax expense | 8,261 | |||||||||||||||
| Consolidated net earnings | $ | 10,779 | ||||||||||||||
| Purchases of fixed assets | 9,298 | 5,341 | 1,153 | 15,792 | ||||||||||||
Consolidated revenue reconciliation:
Total segment revenue of $1,313,284 plus unallocated revenue of $188 equals consolidated revenue of $1,313,472.
Reconciliation of purchases of fixed assets:
Total purchases of fixed assets of $15,792 plus unallocated purchases of $2,054 equals $18,296.
| Page 23 of 24 |
| Commercial | Investment | |||||||||||||||
| Real Estate | Engineering | Management | Total | |||||||||||||
| Three months ended March 31, 2025 | ||||||||||||||||
| Revenues | $ | 740,976 | $ | 273,870 | $ | 126,202 | $ | 1,141,048 | ||||||||
| Cost of revenue | 510,868 | 127,329 | 50,231 | 688,428 | ||||||||||||
| Indirect operating costs | 191,762 | 122,425 | 23,968 | 338,155 | ||||||||||||
| Equity earnings from non-consolidated investments | 641 | - | 3,093 | 3,734 | ||||||||||||
| Segment Adjusted EBITDA | 38,987 | 24,116 | 55,096 | $ | 118,199 | |||||||||||
| Corporate | ||||||||||||||||
| Revenue | 122 | |||||||||||||||
| Cost of revenue | 62 | |||||||||||||||
| Indirect operating costs | 2,215 | |||||||||||||||
| Unallocated Adjusted EBITDA | (2,155 | ) | ||||||||||||||
| Deduct / (add): | ||||||||||||||||
| Depreciation and amortization | 63,402 | |||||||||||||||
| Acquisition related costs | 9,381 | |||||||||||||||
| Stock based compensation | 6,652 | |||||||||||||||
| Restructuring, optimization and integration | 5,310 | |||||||||||||||
| Equity earnings from non-consolidated investments | 3,734 | |||||||||||||||
| Gains attributable to MSRs | (4,039 | ) | ||||||||||||||
| Consolidated operating earnings | $ | 31,604 | ||||||||||||||
| Interest expense, net | 22,548 | |||||||||||||||
| Equity earnings from non-consolidated investments | (3,734 | ) | ||||||||||||||
| Other income | (840 | ) | ||||||||||||||
| Consolidated earnings before income tax | $ | 13,630 | ||||||||||||||
| Income tax expense | 4,712 | |||||||||||||||
| Consolidated net earnings | $ | 8,918 | ||||||||||||||
| Purchases of fixed assets | 9,453 | 3,885 | 556 | 13,894 | ||||||||||||
Consolidated revenue reconciliation:
Total segment revenue of $1,141,048 plus unallocated revenue of $122 equals consolidated revenue of $1,141,170.
Reconciliation of purchases of fixed assets:
Total purchases of fixed assets of $13,894 plus unallocated purchases of $760 equals $14,654.
| Page 24 of 24 |
GEOGRAPHIC INFORMATION
Revenues in each geographic region are reported by customer locations except for Investment Management where revenues are reported by the location of the fund management.
| Three months ended | ||||||||
| March 31 | ||||||||
| 2026 | 2025 | |||||||
| United States | ||||||||
| Revenues | $ | 703,653 | $ | 618,298 | ||||
| Total long-lived assets | 2,314,206 | 2,236,607 | ||||||
| Canada | ||||||||
| Revenues | $ | 220,299 | $ | 169,379 | ||||
| Total long-lived assets | 710,688 | 593,652 | ||||||
| Euro currency countries | ||||||||
| Revenues | $ | 105,243 | $ | 96,532 | ||||
| Total long-lived assets | 374,447 | 355,360 | ||||||
| Australia | ||||||||
| Revenues | $ | 70,228 | $ | 63,311 | ||||
| Total long-lived assets | 191,639 | 143,549 | ||||||
| United Kingdom | ||||||||
| Revenues | $ | 84,985 | $ | 65,050 | ||||
| Total long-lived assets | 726,751 | 494,291 | ||||||
| Poland | ||||||||
| Revenues | $ | 28,083 | $ | 29,042 | ||||
| Total long-lived assets | 10,691 | 10,670 | ||||||
| China | ||||||||
| Revenues | $ | 14,962 | $ | 15,227 | ||||
| Total long-lived assets | 9,086 | 10,319 | ||||||
| India | ||||||||
| Revenues | $ | 15,108 | $ | 16,949 | ||||
| Total long-lived assets | 42,026 | 48,212 | ||||||
| Other | ||||||||
| Revenues | $ | 70,911 | $ | 67,382 | ||||
| Total long-lived assets | 225,516 | 221,212 | ||||||
| Consolidated | ||||||||
| Revenues | $ | 1,313,472 | $ | 1,141,170 | ||||
| Total long-lived assets | 4,605,050 | 4,113,872 | ||||||
| Page 2 of 13 |
COLLIERS INTERNATIONAL GROUP INC.
Management’s discussion and analysis
For the three months ended March 31, 2026
(in US dollars)
May 8, 2026
The following management’s discussion and analysis (“MD&A”) should be read together with the unaudited interim consolidated financial statements and the accompanying notes of Colliers International Group Inc. (“we,” “us,” “our,” the “Company” or “Colliers”) for the three months ended March 31, 2026, and the Company’s audited consolidated financial statements and MD&A for the year ended December 31, 2025. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). All financial information herein is presented in United States dollars.
The Company has prepared this MD&A with reference to National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators (the “CSA”). Under the U.S./Canada Multijurisdictional Disclosure System, the Company is permitted to prepare this MD&A in accordance with the disclosure requirements of Canada, which requirements are different from those of the United States. This MD&A provides information for the three months ended March 31, 2026 and up to and including May 8, 2026.
Additional information about the Company can be found on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
This MD&A includes references to “internal revenue growth rate”, “adjusted EBITDA”, “local currency revenue and adjusted EBITDA growth rate”, “adjusted EPS”, “free cash flow,” “assets under management (“AUM”)” and fee paying AUM (“FPAUM”), which are financial measures that are not calculated in accordance with GAAP. For a reconciliation of these non-GAAP measures to the most directly comparable GAAP financial measures, see “Reconciliation of non-GAAP financial measures”.
Consolidated review
Our consolidated revenues for the three months ended March 31, 2026 were $1.31 billion, an increase of 15% versus the prior year quarter (12% in local currency) with solid growth across all segments. The GAAP diluted net loss per share was $0.47 compared to a loss of $0.08 in the prior year quarter. The greater net loss per share was primarily due to (i) higher non-controlling interest redemption increment, (ii) higher acquisition-related expenses, and (iii) higher income taxes in the period. Adjusted earnings per share (see “Reconciliation of non-GAAP financial measures” below) were $0.91 relative to $0.87 in the prior year. The increase was primarily attributable to higher revenues from a combination of internal growth and acquisitions. GAAP diluted net earnings per share and adjusted earnings per share for the three months ending March 31, 2026 were not significantly impacted by changes in foreign exchange rates.
In February 2026, the Company entered into an agreement to acquire Ayesa Engineering S.A.U. (Ayesa Engineering), a 3,200-person multidiscipline engineering firm, headquartered in Seville, Spain. The acquisition is expected to close in late May 2026, subject to customary closing conditions, with a purchase price of approximately $700 million. Ayesa Engineering generated approximately $370 million in revenues in 2025.
In March 2026, the Company named Christian Mayer to an expanded role as Global Chief Financial Officer & CEO of Commercial Real Estate, and Elias Mulamoottil to an expanded role as Global Chief Investment Officer & CEO of Engineering (see “Segment Reporting Change” below).
In March 2026, the Company completed a private placement of approximately $400 million of 4.73% fixed rate senior unsecured notes due 2033, and negotiated an extension of its revolving credit facility (“Revolving Credit Facility”).
| Page 3 of 13 |
Segment Reporting Change
The Company has realigned its Commercial Real Estate and Engineering segments to reflect the new management reporting lines effective in the first quarter of 2026. Accordingly, the legacy local project management operations, which primarily serve leasing and occupier clients, are now reported in the Commercial Real Estate segment for all periods presented. The Chief Operating Decision Maker (“CODM”) reviews financial information and evaluates the overall business on this revised basis.
The operating segment change impacts the presentation in note 19 and note 20 of our consolidated financial statements without any impact on the consolidated balance sheet, consolidated statement of earnings or the consolidated statement of cash flows. Prior year segment comparatives have been recast to improve comparability. The Investment Management segment remains unchanged.
Results of operations – three months ended March 31, 2026
For the three months ended March 31, 2026, revenues were $1.31 billion, up 15% relative to the prior year quarter (12% in local currency) led by internal growth of 7% from an uptick in Commercial Real Estate transactional activity as well as business acquisitions which contributed the remainder of the growth.
The GAAP operating earnings for the first quarter were $35.0 million versus $31.6 million in the prior year quarter. The operating earnings margin was 2.7% as compared to 2.8% in the prior year quarter. The decline in margin was attributable to (i) higher acquisition-related expenses and (ii) higher intangible asset amortization expense related to recent acquisitions, partly offset by higher revenues from both internal growth and acquisitions. Adjusted EBITDA (see “Reconciliation of non-GAAP financial measures” below) of $124.8 million was up 8% versus $116.0 million in the prior year quarter, on higher revenues, higher equity earnings from non-consolidated entities, and the favourable impact of acquisitions. The Adjusted EBITDA margin was 9.5% in the quarter, down compared to 10.2% in the prior year quarter and was impacted by continued investments in Investment Management.
Depreciation expense was $20.3 million relative to $18.6 million in the prior year quarter with the increase attributable to technology investments and the impact of recent business acquisitions.
Amortization expense was $47.7 million, versus $44.8 million recorded in the prior year quarter, primarily driven by intangible assets added through recent acquisitions.
Net interest expense was $22.9 million, versus $22.6 million recorded in the prior year quarter. The increase in the interest expense was attributable to a higher average balance in our Revolving Credit Facility which was partially offset by lower floating reference rates. The average interest rate on debt during the period was 4.2%, relative to 4.6% in the prior year quarter.
Consolidated income tax expense for the quarter was $8.3 million, relative to $4.7 million in the prior year quarter. The current quarter’s effective tax rate was 43.4% versus 34.6% in the prior year quarter. The higher rate was due to higher-than-expected tax rates in certain jurisdictions due to inability to recognize deferred tax benefits.
Net earnings for the quarter were $10.8 million versus $8.9 million in the prior year quarter.
Commercial Real Estate revenues totalled $841.2 million, up 14% (up 11% in local currency) versus the prior year quarter. Capital Markets revenues were up 47% with strong growth across all geographies, led by the US and EMEA. Leasing generated solid growth, up 11% largely driven by the US in industrial and office asset classes. Outsourcing revenues (including property management, valuation, mortgage servicing, advisory and local project management) were up modestly. Adjusted EBITDA was $46.2 million, up 18% (20% in local currency) with operating leverage from higher transactional revenues largely offset by continued strategic investments in recruiting across the segment.
Engineering revenues totalled $336.8 million, up 23% (18% in local currency) compared to the prior year quarter driven by the favourable impact of recent acquisitions and internal growth. Adjusted EBITDA was $26.9 million, up 12% (9% in local currency) over the prior year quarter, with margins down slightly on lower utilization in certain end-markets.
| Page 4 of 13 |
Investment Management revenues were $135.3 million, up 7% (6% in local currency) relative to the prior year quarter. Excluding pass-through performance fees, revenues were $129.3 million, up 8% (8% in local currency) driven by the favourable impact of a recent acquisition. Adjusted EBITDA was $50.6 million, down 8% (down 9% in local currency) compared to the prior year quarter, reflecting planned investments in global fundraising and ongoing streamlining and integration initiatives to unify the business under the Harrison Street Asset Management brand. AUM was $109.3 billion as of March 31, 2026, up 9% from March 31, 2025. FPAUM was $53.5 billion as of March 31, 2026, up 7% from March 31, 2025.
Unallocated global corporate Adjusted EBITDA was $1.2 million relative to a cost of $2.2 million in the prior year quarter.
Summary of quarterly results
The following table sets forth our quarterly consolidated results of operations data. The information in the table below has been derived from unaudited interim consolidated financial statements that, in management’s opinion, have been prepared on a consistent basis and include all adjustments necessary for a fair presentation of information. The information below is not necessarily indicative of results for any future quarter.
Summary of quarterly results - years ended December 31, 2026, 2025 and 2024
(in thousands of US$, except per share amounts)
| Q1 | Q2 | Q3 | Q4 | |||||||||||||
| Year ended December 31, 2026 | ||||||||||||||||
| Revenues | $ | 1,313,472 | ||||||||||||||
| Operating earnings | 35,005 | |||||||||||||||
| Net earnings | 10,779 | |||||||||||||||
| Basic net loss per common share | (0.47 | ) | ||||||||||||||
| Diluted net loss per common share | (0.47 | ) | ||||||||||||||
| Year ended December 31, 2025 | ||||||||||||||||
| Revenues | $ | 1,141,170 | $ | 1,347,649 | $ | 1,463,098 | $ | 1,606,545 | ||||||||
| Operating earnings | 31,604 | 99,183 | 104,684 | 135,487 | ||||||||||||
| Net earnings | 8,918 | 63,971 | 65,134 | 86,530 | ||||||||||||
| Basic net earnings (loss) per common share | (0.08 | ) | 0.08 | 0.83 | 1.20 | |||||||||||
| Diluted net earnings (loss) per common share | (0.08 | ) | 0.08 | 0.82 | 1.19 | |||||||||||
| Year ended December 31, 2024 | ||||||||||||||||
| Revenues | $ | 1,001,980 | $ | 1,139,368 | $ | 1,179,059 | $ | 1,501,617 | ||||||||
| Operating earnings | 43,327 | 114,748 | 109,737 | 121,400 | ||||||||||||
| Net earnings | 14,136 | 71,927 | 69,377 | 81,496 | ||||||||||||
| Basic net earnings per common share | 0.26 | 0.73 | 0.74 | 1.49 | ||||||||||||
| Diluted net earnings per common share | 0.26 | 0.73 | 0.73 | 1.47 | ||||||||||||
| Other data 1 | ||||||||||||||||
| Adjusted EBITDA – 2026 | $ | 124,803 | ||||||||||||||
| Adjusted EBITDA – 2025 | 116,044 | $ | 180,209 | $ | 191,115 | $ | 245,097 | |||||||||
| Adjusted EBITDA – 2024 | 108,695 | 155,626 | 154,636 | 225,290 | ||||||||||||
| Adjusted EPS – 2026 | 0.91 | |||||||||||||||
| Adjusted EPS – 2025 | 0.87 | 1.72 | 1.64 | 2.34 | ||||||||||||
| Adjusted EPS – 2024 | 0.77 | 1.36 | 1.32 | 2.26 | ||||||||||||
1 See "Reconciliation of non-GAAP financial measures"
Seasonality and quarterly fluctuations
The Company historically generates peak revenues and earnings in the month of December followed by a low in January and February as a result of the timing of closings on Capital Markets transactions. Revenues and earnings during the balance of the year are relatively even. Capital Markets operations comprised 16% of consolidated annual revenues for 2025. Variations can be caused by business acquisitions which alter the consolidated service mix.
| Page 5 of 13 |
2026 Outlook
The Company’s outlook for 2026 remains unchanged and includes the impact of the acquisition of Ayesa Engineering, which is expected to close in late May. On a consolidated basis, the Company expects to generate mid-teens percentage growth in each of revenues, Adjusted EBITDA and Adjusted EPS for the full year.
The financial outlook is based on the Company’s best available information as of the date of this MD&A, 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.
Liquidity and capital resources
Net cash used in operating activities for the three months ended March 31, 2026 was $187.4 million, versus usage of $84.5 million in the prior year, with the increase in usage primarily attributable to greater seasonal outflows of working capital in the first quarter. We believe that cash from operations and other existing resources, including our $2.25 billion multi-currency Revolving Credit Facility, will continue to be adequate to satisfy the ongoing working capital needs of the Company.
For the three months ended March 31, 2026, capital expenditures were $18.3 million (March 31, 2025 - $14.7 million). Capital expenditures for the year ending December 31, 2026 are expected to be between $90-$100 million and expected to be funded by (i) cash on hand and (ii) landlord inducements, in the case of certain office leases.
Net indebtedness is considered a supplementary financial measure and as of March 31, 2026 was $1.67 billion ($1.43 billion as of December 31, 2025). Net indebtedness is calculated as the current and non-current portion of long-term debt (excluding warehouse credit facilities, in accordance with our debt agreements) less cash and cash equivalents. As of March 31, 2026, the Company’s financial leverage ratio expressed in terms of net debt to pro forma Adjusted EBITDA, as defined in our debt agreements, was 2.3x (2.0x as of December 31, 2025), relative to a maximum of 3.5x permitted under our debt agreements. We were in compliance with the covenants contained in our debt agreements as of March 31, 2026 and, based on our outlook for 2026, we expect to remain in compliance with these covenants. On February 20, 2026, the Company amended its Revolving Credit Facility to a new five-year term, maturing on February 20, 2031. The amendment provides for a temporary step-up to the financial leverage ratio from 3.5x to 4.0x for up to four consecutive quarters following the completion of an acquisition where the purchase price exceeds $200 million. After the four quarters, the maximum allowable leverage ratio returns to 3.5x.
The Company’s Revolving Credit Facility is sustainability-linked and includes pricing adjustments tied to achievements of performance targets over time aligned with Colliers’ Built to Last framework available on corporate.colliers.com. For 2025, the target was to reduce greenhouse gas emissions consistent with the Science-Based Targets initiative. The Company expects to meet its target for 2025 and, if successful, will achieve a five-basis point reduction in the borrowing cost on the Revolving Credit Facility. As of March 31, 2026, the Company had $1.30 billion of unused credit under the Revolving Credit Facility.
On March 25, 2026, the Company completed a private placement of C$550 million of 4.73% fixed rate senior unsecured notes due 2033. The payment obligations under the notes rank equally with all other unsecured and unsubordinated indebtedness and have similar financial covenants with respect to leverage and interest coverage. The Company used the proceeds to repay outstanding C$ denominated borrowings under its Revolving Credit Facility and for general corporate purposes.
Colliers Mortgage utilizes warehouse credit facilities for the purpose of funding warehouse receivables. Warehouse receivables represent mortgage loans receivable, the majority of which are offset by borrowings under warehouse credit facilities which fund loans that financial institutions have committed to purchase. The warehouse credit facilities are excluded from the financial leverage calculations under our debt agreements.
On March 18, 2026, the Company renewed its accounts receivable facility (“AR Facility”) with two third-party financial institutions, with a term extending to March 18, 2028 and a capacity of $250 million (previously $200 million). The AR Facility is recorded as a sale of accounts receivable, and accordingly sold receivables are derecognized from the consolidated balance sheet. The AR Facility results in a decrease in our borrowing costs. As of March 31, 2026, the Company’s draw under the AR Facility was $226.5 million.
| Page 6 of 13 |
During the first quarter of 2026, the Company did not acquire or divest any assets in relation to seeding new Investment Management funds. The Company recorded existing assets and liabilities in relation to seeding new funds on the consolidated balance sheet (see note 6 in our consolidated financial statements). We expect to enter into such transactions from time to time to facilitate the formation of new funds.
The Company pays semi-annual dividends in cash after the end of the second and fourth quarters to shareholders of record on the last business day of the quarter. The Company’s policy is to pay dividends on its common shares in the future, subject to the discretion of our Board of Directors. On December 2, 2025, the Company’s Board of Directors declared a semi-annual dividend of $0.15 per share to shareholders of record on December 31, 2025, paid on January 14, 2026. Total common share dividends paid by the Company during the three months ended March 31, 2026 were $7.7 million (March 31, 2025 - $7.6 million).
During the three months ended March 31, 2026, the Company invested cash in acquisitions as follows: $45.0 million in acquisition of new businesses, $24.3 million in purchases of redeemable non-controlling interest and $3.0 million in contingent consideration payments. All acquisitions during the period were funded from borrowings on the Revolving Credit Facility and cash on hand (see note 4 in our consolidated financial statements). The Company expects to fund future acquisitions, including Ayesa Engineering, with borrowings on the Revolving Credit Facility and cash on hand.
Unless it contains an element of compensation, contingent consideration in relation to acquisitions is recorded at fair value each reporting period. The fair value recorded on the consolidated balance sheet as at March 31, 2026 was $9.7 million (December 31, 2025 - $8.5 million). Contingent consideration with a compensatory element is revalued at each reporting period and recognized on a straight-line basis over the term of the contingent consideration arrangement. The liability recorded on the consolidated balance sheet for the compensatory element of contingent consideration arrangements as at March 31, 2026 was $33.8 million (December 31, 2025 - $33.3 million). The contingent consideration is based on achieving specified earnings levels and is paid or payable after the end of the relevant contingency periods. As at March 31, 2026, the Company expects to make earnout payments in the range of $79.5 million to a contractual maximum of $351.8 million (December 31, 2025 - $346.8 million) through August 2030.
The following table summarizes our contractual obligations as at March 31, 2026:
| Contractual obligations | Payments due by period | |||||||||||||||||||
| (in thousands of US$) | Less than | After | ||||||||||||||||||
| Total | 1 year | 1-3 years | 4-5 years | 5 years | ||||||||||||||||
| Long-term debt | $ | 1,858,769 | $ | 6,054 | $ | 242,465 | $ | 923,912 | $ | 686,338 | ||||||||||
| Interest on long-term debt (1) | 180,282 | 31,150 | 57,116 | 50,788 | 41,228 | |||||||||||||||
| Finance lease obligations | 14,123 | 5,058 | 7,698 | 1,367 | — | |||||||||||||||
| Business combinations (2) | — | — | — | — | — | |||||||||||||||
| Deferred and contingent | ||||||||||||||||||||
| acquisition consideration (3) | 50,968 | 21,667 | 23,237 | 5,936 | 128 | |||||||||||||||
| Operating leases obligations | 815,351 | 132,818 | 231,851 | 164,575 | 286,107 | |||||||||||||||
| Purchase commitments | 67,021 | 32,748 | 23,850 | 4,670 | 5,753 | |||||||||||||||
| Mortgage warehouse credit facilities | 194,577 | 194,577 | — | — | — | |||||||||||||||
| Liabilities related to warehouse | ||||||||||||||||||||
| fund assets | 95,559 | 43,844 | 51,715 | — | — | |||||||||||||||
| Co-investment commitments | 22,231 | 22,231 | — | — | — | |||||||||||||||
| Total contractual obligations | $ | 3,298,881 | $ | 490,147 | $ | 637,932 | $ | 1,151,248 | $ | 1,019,554 | ||||||||||
| (1) | Figures do not include interest payments for borrowings under the Revolving Credit Facility. Assuming the Revolving Credit Facility is held until maturity, using current interest rate, we estimate that we will make $241,200 of interest payments, $49,000 of which will be made in the next 12 months. |
| (2) | On February 3, 2026, the Company announced it has entered into a definitive agreement to acquire Ayesa Engineering S.A.U. for total cash consideration of approximately $700,000. The acquisition is expected to close in late May. |
| (3) | Estimated fair value as at March 31, 2026. |
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As at March 31, 2026, we had commercial commitments totaling $28.6 million comprised of letters of credit outstanding.
Redeemable non-controlling interests
In most operations where managers or employees are also non-controlling owners, the Company is party to shareholders’ agreements. These agreements allow us to “call” the redeemable non-controlling interests (“RNCI”) at a value determined with the use of a formula price, which is in most cases equal to a multiple of trailing two-year average earnings, less debt. Non-controlling owners may also “put” their interest to the Company at the same price, with certain limitations including (i) the inability to “put” more than 25% to 50% of their holdings in any twelve-month period and (ii) the inability to “put” any holdings for at least one year after the date of our initial acquisition of the business or the date the non-controlling shareholder acquired their interest, as the case may be.
The total value of the RNCI (the “redemption amount”), as calculated in accordance with shareholders’ agreements, was $1.08 billion as of March 31, 2026 (December 31, 2025 - $1.07 billion). The amount recorded on our balance sheet under the caption “redeemable non-controlling interests” is the greater of (i) the redemption amount (as above) or (ii) the amount initially recorded as RNCI at the date of inception of the minority equity position. As at March 31, 2026, the RNCI recorded on the balance sheet was $1.30 billion (December 31, 2025 - $1.29 billion). The purchase prices of the RNCI may be paid in cash or in Subordinate Voting Shares of Colliers.
Critical accounting estimates
Critical accounting estimates are those that we deem to be most important to the portrayal of our financial condition and results of operations, and that require management’s most difficult, subjective or complex judgments due to the need to make estimates about the effects of matters that are inherently uncertain. We have identified six critical accounting estimates, which are discussed below.
| 1. | Revenue recognition. We earn revenues from Leasing and Capital Markets brokerage transaction commissions, advisory fees, debt finance fees, property management fees, project management fees, engineering and design fees, loan servicing fees and investment management fees (including carried interest). Some of the contractual terms related to the process of earning revenue from these sources, including potentially contingent events, can be complex and may require us to make judgments about the timing of when we should recognize revenue and whether revenue should be reported on a gross basis or net basis. Changes in judgments could result in a change in the period in which revenues are reported, or in the amounts of revenue and cost of revenue reported. |
| 2. | Goodwill. Goodwill impairment testing involves assessing whether events have occurred that would indicate potential impairment and making estimates concerning the fair values of reporting units and then comparing the fair value to the carrying amount of each unit. The determination of what constitutes a reporting unit requires significant management judgment. We have three reporting units, consistent with our three operating segments. Goodwill is attributed to the reporting units at the time of acquisition. Estimates of fair value can be impacted by changes in the business environment, prolonged economic downturns or declines in the market value of the Company’s own shares and therefore require significant management judgment in their determination. When events have occurred that would suggest a potential decrease in fair value, the determination of fair value is calculated with reference to a discounted cash flow model which requires management to make certain estimates. The most sensitive estimates are estimated future cash flows and the discount rate applied to future cash flows. Changes in these assumptions could result in a materially different fair value (see note 2 in our consolidated financial statements). |
| 3. | Business combinations. The determination of fair values of assets acquired and liabilities assumed in business combinations requires the use of estimates and management judgment, particularly in determining fair values of intangible assets acquired. For example, if different assumptions were used regarding the profitability and expected attrition rates of acquired customer relationships or forecasted committed capital and assets under management related to asset management contracts, different amounts of intangible assets and related amortization could be reported. |
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| 4. | Contingent acquisition consideration. Contingent consideration is required to be measured at fair value at the acquisition date and at each balance sheet date until the contingency expires or is settled. The fair value at the acquisition date is a component of the purchase price; subsequent changes in fair value are reflected in earnings. Most acquisitions made by us have a contingent consideration feature, which is usually based on the acquired entity’s profitability (measured in terms of Adjusted EBITDA) during a one to five year period after the acquisition date. Significant estimates are required to measure the fair value of contingent consideration, including forecasting profits for the contingency period and the selection of an appropriate discount rate. |
| 5. | Mortgage servicing rights (“MSRs”). MSRs, or the rights to service mortgage loans for others, result from the sale or securitization of loans originated by the Company and are recognized as intangible assets on the consolidated balance sheet. The Company initially recognizes MSRs based on the fair value of these rights on the date the loans are sold. Subsequent to initial recognition, MSRs are amortized and carried at the lower of amortized cost or fair value. They are amortized in proportion to and over the estimated period that net servicing income is expected to be received based on projections and timing of estimated future net cash flows. |
| 6. | Allowance for credit loss reserves. Colliers Mortgage is obligated to share in losses, if any, related to mortgages originated under the Fannie Mae Delegated Underwriting and Servicing (“DUS”) Program. These obligations expose the Company to credit risk on mortgage loans for which the Company is providing underwriting, servicing, or other services under the DUS Program. Net losses on defaulted loans are shared with Fannie Mae based upon established loss-sharing ratios, and typically, the Company is subject to sharing up to one-third of incurred losses on loans originated under the DUS Program. As of March 31, 2026, the Company has funded and sold loans subject to such loss sharing obligations with an aggregate unpaid principal balance of approximately $7.7 billion. As at March 31, 2026, the loss reserve was $13.6 million (December 31, 2025 - $12.7 million) and was included within Other liabilities on the consolidated balance sheet. |
Reconciliation of non-GAAP financial measures
In this MD&A, we make reference to certain financial measures that are not calculated in accordance with GAAP.
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.
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| Three months ended | ||||||||
| March 31 | ||||||||
| (in thousands of US$) | 2026 | 2025 | ||||||
| Net earnings | $ | 10,779 | $ | 8,918 | ||||
| Income tax | 8,261 | 4,712 | ||||||
| Other income, including equity earnings from non-consolidated investments | (6,903 | ) | (4,574 | ) | ||||
| Interest expense, net | 22,868 | 22,548 | ||||||
| Operating earnings | 35,005 | 31,604 | ||||||
| Loss on disposal of operations | 531 | — | ||||||
| Depreciation and amortization | 68,000 | 63,402 | ||||||
| Gains attributable to MSRs | (11,315 | ) | (4,039 | ) | ||||
| Equity earnings from non-consolidated investments | 7,271 | 3,734 | ||||||
| Acquisition-related items | 15,353 | 9,381 | ||||||
| Restructuring, optimization and integration costs | 8,783 | 5,310 | ||||||
| Stock-based compensation expense | 1,175 | 6,652 | ||||||
| Adjusted EBITDA | $ | 124,803 | $ | 116,044 | ||||
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 | ||||||||
| March 31 | ||||||||
| (in thousands of US$) | 2026 | 2025 | ||||||
| Net earnings | $ | 10,779 | $ | 8,918 | ||||
| Non-controlling interest share of earnings | (4,291 | ) | (5,729 | ) | ||||
| Loss on disposal of operations | 531 | — | ||||||
| Amortization of intangible assets | 47,699 | 44,755 | ||||||
| Gains attributable to MSRs | (11,315 | ) | (4,039 | ) | ||||
| Acquisition-related items | 15,353 | 9,381 | ||||||
| Restructuring, optimization and integration costs | 8,783 | 5,310 | ||||||
| Stock-based compensation expense | 1,175 | 6,652 | ||||||
| Income tax on adjustments | (12,555 | ) | (13,482 | ) | ||||
| Non-controlling interest on adjustments | (9,251 | ) | (7,626 | ) | ||||
| Adjusted net earnings | $ | 46,908 | $ | 44,140 | ||||
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| Three months ended | ||||||||
| March 31 | ||||||||
| (in US$) | 2026 | 2025 | ||||||
| Diluted net earnings per common share | $ | (0.47 | ) | $ | (0.08 | ) | ||
| Non-controlling interest redemption increment | 0.59 | 0.15 | ||||||
| Loss on disposal of operations, net of tax | 0.01 | — | ||||||
| Amortization expense, net of tax | 0.56 | 0.56 | ||||||
| Gains attributable to MSRs, net of tax | (0.13 | ) | (0.05 | ) | ||||
| Acquisition-related items, net of tax | 0.18 | 0.11 | ||||||
| Restructuring, optimization and integration costs, net of tax | 0.13 | 0.08 | ||||||
| Stock-based compensation expense, net of tax | 0.04 | 0.10 | ||||||
| Adjusted EPS | $ | 0.91 | $ | 0.87 | ||||
| Diluted weighted average shares for Adjusted EPS (thousands) | 51,335 | 50,978 | ||||||
We believe that the presentation of Adjusted EBITDA and adjusted earnings per share, which are non-GAAP financial measures, provides important supplemental information to management and investors regarding financial and business trends relating to the Company’s financial condition and results of operations. We use these non-GAAP financial measures when evaluating operating performance because we believe that the inclusion or exclusion of the items described above, for which the amounts are non-cash or non-recurring in nature, provides a supplemental measure of our operating results that facilitates comparability of our operating performance from period to period, against our business model objectives, and against other companies in our industry. We have chosen to provide this information to investors so they can analyze our operating results in the same way that management does and use this information in their assessment of our core business and the valuation of the Company. Adjusted EBITDA and adjusted earnings per share are not calculated in accordance with GAAP, and should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all of the costs or benefits associated with the operations of our business as determined in accordance with GAAP. As a result, investors should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP.
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.
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.
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.
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Recently adopted accounting guidance
Financial Instruments-Credit Losses for Accounts Receivable and Contract Assets
In July 2025, FASB issued ASU 2025-05, Financial Instruments: Credit Losses (Topic 326) which provides a practical expedient that permits entities to assume that current economic conditions will persist over the remaining life of current accounts receivable and contract assets when developing forecasts used to estimate expected credit losses. The amendments are effective for fiscal years and interim periods beginning after December 15, 2025. The Company adopted the ASU prospectively in the current annual financial statements. The adoption did not have a material impact on the Company's consolidated financial statements and related disclosures.
Recently issued accounting guidance, not yet adopted
Reporting Comprehensive Income – Expense Disaggregation Disclosures
In November 2024, FASB issued ASU No. 2024-03 Expense Disaggregation Disclosures which requires disaggregated disclosure of income statement expenses. The ASU does not require changes to the expense captions an entity presents on the face of the income statement, rather, it requires disaggregation of certain expense captions within the footnotes to the financial statements. This ASU is effective for annual periods beginning after December 15, 2026 with early adoption permitted. The Company is currently assessing the impacts of this ASU on its disclosures.
Improvements to the Accounting for Internal-Use Software
In September 2025, FASB issued ASU No. 2025-06 Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this update accommodates changes to software development approaches by removing reference to development stages and requiring the capitalization of software costs when both i) management has authorized and committed funding a software project, and ii) when it is probable that the project will be completed and used to perform the function intended. The improvements will provide for greater consistency in capitalization of development costs as they relate to internal-use software. The amendments are effective for annual periods beginning after December 15, 2027, with early adoption permitted at the beginning of an annual reporting period. The Company is currently assessing the impacts of this ASU on its financial statements.
Financial instruments
We use financial instruments as part of our strategy to manage the risk associated with interest rates and currency exchange rates. We do not use financial instruments for trading or speculative purposes.
In 2022 and 2023, the Company entered into interest rate swap agreements (the “existing swaps”) to convert SOFR floating interest rates to fixed rates to hedge $600 million US dollar borrowings under the Revolving Credit Facility at fixed interest rates ranging from 2.802% and 4.000% with a maturity date of May 2027. In 2025, the Company entered into swap agreements (the “new swaps”) to hedge an additional $600 million of US dollar borrowings under the Revolving Credit Facility, effective May 2027 with fixed interest rates ranging from 3.434% to 3.480% and a maturity date of November 2029. Both the existing and new swaps are measured at fair value on the consolidated balance sheet. Gains or losses on the existing and new swaps which are determined to be effective as hedges, are reported in other comprehensive income.
Financial instruments involve risks, such as the risk that counterparties may fail to honor their obligations under these arrangements. If we have financial instruments outstanding and such events occur, our results of operations and financial position may be adversely affected.
Transactions with related parties
As at March 31, 2026, the Company had $18.7 million of loans receivable from shareholders of subsidiaries (December 31, 2025 - $18.8 million). The majority of the loans receivable represent amounts to finance the sale of non-controlling interests in subsidiaries to senior managers. The loans are of varying principal amounts and interest rates which range from nil to 6.0%. These loans are due on demand or mature on various dates up to 2030 but are open for repayment without penalty at any time.
Outstanding share data
The authorized capital of the Company consists of an unlimited number of preference shares, issuable in series, an unlimited number of Subordinate Voting Shares and an unlimited number of Multiple Voting Shares. The holders of Subordinate Voting Shares are entitled to one vote in respect of each Subordinate Voting Share held at all meetings of the shareholders of the Company. The holders of Multiple Voting Shares are entitled to twenty votes in respect of each Multiple Voting Share held at all meetings of the shareholders of the Company. Each Multiple Voting Share is convertible into one Subordinate Voting Share at any time at the election of the holders thereof.
As of the date hereof, the Company has outstanding 49,778,127 Subordinate Voting Shares and 1,325,694 Multiple Voting Shares. In addition, as at the date hereof 3,430,780 Subordinate Voting Shares are issuable upon exercise of options granted under the Company’s stock option plan. On May 7, 2025, the Company announced a normal course issuer bid (“NCIB”) effective from May 9, 2025 to May 8, 2026. The Company is entitled to repurchase up to 4,300,000 Subordinate Voting Shares on the open market pursuant to the NCIB.
| Page 12 of 13 |
Canadian tax treatment of common share dividends
For the purposes of the enhanced dividend tax credit rules contained in the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation, all dividends (and deemed dividends) paid by us to Canadian residents on our Subordinate Voting Shares and Multiple Voting Shares are designated as “eligible dividends”. Unless stated otherwise, all dividends (and deemed dividends) paid by us hereafter are designated as “eligible dividends” for the purposes of such rules.
Disclosure controls and procedures
Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted by us under U.S. and Canadian securities legislation is recorded, processed, summarized and reported within the time periods specified in those rules, and include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted by us under U.S. and Canadian securities legislation is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to permit timely decisions regarding required disclosure. The Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in the rules of the U.S. Securities and Exchange Commission and the Canadian Securities Administrators, as at March 31, 2026. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as at March 31, 2026.
Changes in internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Any system of internal control over financial reporting, no matter how well-designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Management has used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2013 framework to evaluate the effectiveness of our internal control over financial reporting.
During the three months ended March 31, 2026, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Legal proceedings
There are no legal proceedings to which Colliers is a party to, or in respect of which, any of the property of Colliers is the subject of, which is or was material to Colliers during 2026, and Colliers is not aware of any such legal proceedings that are contemplated. In the normal course of operations, Colliers is subject to routine immaterial claims and litigation incidental to its business. Litigation currently pending or threatened against Colliers includes disputes with former employees and commercial liability claims related to services provided by Colliers. Colliers believes resolution of such proceedings, combined with amounts set aside, will not have a material impact on the Company’s financial condition or the results of operations.
Forward-looking statements and risks
This MD&A contains forward-looking statements with respect to expected financial performance, strategy and business conditions. The words “believe,” “anticipate,” “estimate,” “plan,” “expect,” “intend,” “may,” “project,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements reflect management's current beliefs with respect to future events and are based on information currently available to management. Forward-looking statements involve significant known and unknown risk and uncertainties. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Factors which may cause such differences include, but are not limited to those set out below and those set out in detail in the “Risk Factors” section of the Company’s Annual Information Form:
| · | Economic conditions, especially as they relate to rising interest rates, commercial and consumer credit conditions and business spending, particularly in regions where our operations may be concentrated. |
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| · | Rising inflation and its impact on compensation costs, hiring and retention of talent, and the Company’s ability to recover costs from our clients. |
| · | Geo-political conditions, including political instability, any outbreak or escalation of hostilities, elections, referenda, trade policy changes, immigration policy changes and terrorism and the impact thereof on our business. |
| · | Commercial real estate and real asset values, vacancy rates and general conditions of financial liquidity for transactions. |
| · | The utilization of artificial intelligence (AI) and machine learning technologies, including associated impacts on our services, competitive environment, ability to hire/retain specialized talent, cybersecurity, and legal and governance risks. |
| · | The effect of significant movements in average capitalization rates across different property types. |
| · | A change in or loss of our relationship with US government agencies. |
| · | Defaults by borrowers on loans originated under the Fannie Mae DUS Program. |
| · | A reduction by clients in their reliance on outsourcing for their commercial real estate needs. |
| · | Competition in the markets served by the Company. |
| · | The impact of changes in the market value of assets under management on the performance of our Investment Management business. |
| · | A decline in our ability to fundraise in our Investment Management operations, or an increase in redemptions from our perpetual funds and separately managed accounts. |
| · | A decline in our ability to attract, recruit and retain talent. |
| · | A decline in our performance impacting our continued compliance with the financial covenants under our debt agreements, or our ability to negotiate a waiver of certain covenants with our lenders. |
| · | The effect of increases in interest rates on our 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 our 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. |
| · | A decline in our ability to identify and make acquisitions at reasonable prices and successfully integrate acquired operations. |
| · | Disruptions, cyber attacks or security failures in our information technology systems, and our ability to recover from such incidents. |
| · | The ability to comply with laws and regulations related to our global operations, including real estate and mortgage banking licensure, labour and employment laws and regulations, as well as the anti-corruption laws and trade sanctions. |
| · | Changes in climate and environment-related policies that directly impact our businesses. |
| · | Changes in government laws and policies at the federal, state/provincial or local level that directly impact our businesses. |
We caution that the foregoing list is not exhaustive of all possible factors, as other factors could adversely affect our results, performance or achievements. The reader is cautioned against undue reliance on these forward-looking statements. Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in such forward-looking statements will be realized. The inclusion of such forward-looking statements should not be regarded as a representation by the Company or any other person that the future events, plans or expectations contemplated by the Company will be achieved. We note that past performance in operations and share price are not necessarily predictive of future performance. We disclaim any intention and assume no obligation to update or revise any forward-looking statement even if new information becomes available, as a result of future events or for any other reason.
Additional information
Additional information about Colliers, including our Annual Information Form for the year ended December 31, 2025, is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Further information about us can also be obtained at www.colliers.com.