Westwood Holdings Group Inc 10-Q for FY2026 Q3
Westwood Holdings Group Inc (WHG)
10-Q
2026-11-05
For: 2026-09-30
View Original
Added on
November 05, 2026
About this 10-Q
Westwood Holdings Group Inc filed this 10-Q on November 5, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $26.57M
- up 9.4% from $24.29M a year earlier
- Net income
- $3.12M
- down 16.3% from net income of $3.73M a year earlier
- Diluted EPS
- $0.34
- down 17.1% from $0.41 a year earlier
The following table presents the total stock-based compensation expense recorded for stock-based compensation arrangements for the periods indicated (in thousands):
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Service condition stock-based compensation expense | $ | 1,283 | |||||||||||||||||||||
| Performance condition stock-based compensation expense | 97 | ||||||||||||||||||||||
| Stock-based compensation expense under the Plan | — | 1,380 | |||||||||||||||||||||
| Canadian Plan stock-based compensation expense | — | — | |||||||||||||||||||||
| Total stock-based compensation expense | $ | — | $ | 1,380 | |||||||||||||||||||
Restricted Stock Subject Only to a Service Condition
We calculate compensation cost for restricted stock grants by using the fair market value of our common stock at the date of grant, the number of shares issued and an adjustment for restrictions on dividends. This compensation cost is amortized on a straight-line basis over the applicable vesting period, with adjustments for forfeitures recorded as they occur.
The following table details the status and changes in our restricted stock grants subject only to a service condition for the nine months ended September 30, 2026:
| Shares | Weighted Average Grant Date Fair Value | |||||||||||||
| Non-vested, January 1, 2020 | 396,598 | $ | 48.31 | |||||||||||
| Granted | 262,373 | $ | 27.39 | |||||||||||
| Vested | (140,974) | $ | 53.06 | |||||||||||
| Forfeited | (26,372) | $ | 39.72 | |||||||||||
Non-vested, September 30, 2026 | 491,625 | $ | 36.25 | |||||||||||
Restricted Stock Subject to Service and Performance Conditions
Under the Plan, certain key employees were provided agreements for grants of restricted shares that vest over multiple year periods subject to achieving annual performance goals established by the Compensation Committee of Westwood’s Board of Directors. Each year the Compensation Committee establishes specific goals for that year’s vesting of the restricted shares. The date that the Compensation Committee establishes annual goals is considered to be the grant date and the fair value measurement date to determine expense on the shares that are likely to vest. The vesting period ends when the Compensation Committee formally approves the performance-based restricted stock vesting based on the specific performance goals from the Company’s audited consolidated financial statements. If a portion of the performance-based restricted shares does not vest, no compensation expense is recognized for that portion and any previously recognized compensation expense related to shares that do not vest is reversed.
The following table details the status and changes in our restricted stock grants subject to service and performance conditions for the nine months ended September 30, 2026:
| Shares | Weighted Average Grant Date Fair Value | |||||||||||||
| Non-vested, January 1, 2020 | 80,975 | $ | 49.73 | |||||||||||
| Vested | (35,275) | $ | 55.11 | |||||||||||
Non-vested, September 30, 2026 | 45,700 | $ | 45.58 | |||||||||||
The Company engages in transactions with its affiliates in the ordinary course of business. Westwood Management provides investment advisory services to the Westwood Funds®. Under the terms of the investment advisory agreements, the Company earns quarterly fees paid by clients of the fund or by the funds directly. The fees are based on negotiated fee schedules applied to AUM. For the three and nine months ended September 30, 2026 and September 30, 2025, the Company earned immaterial fees from the affiliated funds.
____________________________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________________________________________________
FORM 10-Q
____________________________________________________________________________________________________
| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the quarterly period ended September 30, 2026
OR
| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the transition period from to .
Commission file number 1-31234
____________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
____________________________________________________________________________________________________
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | ||||||||||
| (Address of principal executive office) | (Zip Code) | ||||||||||
(214 ) 756-6900
(Registrant’s telephone number, including area code)
____________________________________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||||||||||||
| ☒ | Smaller reporting company | |||||||||||||||||||
| Emerging growth company | ☐ | |||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Shares of common stock, par value $0.01 per share, outstanding as of October 30, 2026: 9,517,454 .
____________________________________________________________________________________________________
WESTWOOD HOLDINGS GROUP, INC.
INDEX
PART I | FINANCIAL INFORMATION | PAGE | |||||||||
Item 1. | Financial Statements | ||||||||||
Item 2. | |||||||||||
Item 3. | |||||||||||
Item 4. | |||||||||||
PART II | |||||||||||
Item 1. | |||||||||||
Item 1A. | |||||||||||
Item 2. | |||||||||||
| Item 6. | |||||||||||
WESTWOOD HOLDINGS GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value and share amounts)
(Unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable | |||||||||||
| Investments, at fair value (amortized cost of $21,516 and $19,923) | |||||||||||
| Investments under measurement alternative | |||||||||||
| Equity method investments | |||||||||||
| Other assets | |||||||||||
| Goodwill | |||||||||||
| Deferred income taxes | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Intangible assets, net | |||||||||||
| Property and equipment, net of accumulated depreciation of $8,933 and $8,952 | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
| Dividends payable | |||||||||||
| Compensation and benefits payable | |||||||||||
| Operating lease liabilities | |||||||||||
| Income taxes payable | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 10) | |||||||||||
| Stockholders' Equity: | |||||||||||
| Common stock, $0.01 par value, authorized 25,000,000 shares, issued 12,580,572 and 12,337,758, respectively and outstanding 9,517,454 and 9,394,066, respectively | |||||||||||
| Additional paid-in capital | |||||||||||
| Treasury stock, at cost – 3,063,118 and 2,986,692 shares, respectively | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Total Westwood Holdings Group, Inc. stockholders’ equity | |||||||||||
| Noncontrolling interest in consolidated subsidiary | |||||||||||
| Total equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
1
WESTWOOD HOLDINGS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data and share amounts)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| REVENUES: | |||||||||||||||||||||||
| Advisory fees: | |||||||||||||||||||||||
| Asset-based | $ | $ | $ | $ | |||||||||||||||||||
| Trust fees | |||||||||||||||||||||||
| Other, net | ( | ||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| EXPENSES: | |||||||||||||||||||||||
| Employee compensation and benefits | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| Westwood funds | |||||||||||||||||||||||
| Information technology | |||||||||||||||||||||||
| Professional services | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
| Net operating income | |||||||||||||||||||||||
| Realized gains on private investments | |||||||||||||||||||||||
| Net change in unrealized appreciation on private investments | |||||||||||||||||||||||
| Net investment income | |||||||||||||||||||||||
| Other income (expense) | ( | ||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Less: income attributable to noncontrolling interest | |||||||||||||||||||||||
| Income attributable to Westwood Holdings Group, Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
2
WESTWOOD HOLDINGS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Three Months Ended September 30, 2026 and 2025
(In thousands, except share amounts)
(Unaudited)
| Common Stock, Par | Additional Paid-In Capital | Treasury Stock | Retained Earnings | Noncontrolling Interest | Total | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock, net of forfeitures | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Dividends declared ($0.15 per share) | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Common Stock, Par | Additional Paid-In Capital | Treasury Stock | Retained Earnings | Noncontrolling Interest | Total | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Dividends declared ($0.15 per share) | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
3
WESTWOOD HOLDINGS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Nine Months Ended September 30, 2026 and 2025
(In thousands, except share amounts)
(Unaudited)
| Common Stock, Par | Additional Paid-In Capital | Treasury Stock | Retained Earnings | Noncontrolling Interest | Total | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( | $ | $ | $ | 126,723 | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Issuance of restricted stock, net of forfeitures | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Dividends declared ($0.45 per share) | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Restricted stock returned for payment of taxes | ( | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Common Stock, Par | Additional Paid-In Capital | Treasury Stock | Retained Earnings | Noncontrolling Interest | Total | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Issuance of restricted stock, net of forfeitures | ( | — | — | — | |||||||||||||||||||||||||||||||||||||
| Dividends declared ($0.45 per share) | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Restricted stock returned for payment of taxes | ( | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
4
WESTWOOD HOLDINGS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation | |||||||||||
| Amortization of intangible assets | |||||||||||
| Net change in unrealized appreciation on investments | ( | ( | |||||||||
| Realized gains on private investments | ( | ||||||||||
| Stock-based compensation expense | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Non-cash lease expense | |||||||||||
| Loss on asset disposition | |||||||||||
| Change in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Other assets | ( | ( | |||||||||
| Accounts payable and accrued liabilities | ( | ( | |||||||||
| Compensation and benefits payable | ( | ( | |||||||||
| Income taxes payable | ( | ||||||||||
| Other liabilities | ( | ||||||||||
| Net sales of equity investments | |||||||||||
| Contingent consideration | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Sales of investments | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Purchases of leasehold improvements | ( | — | |||||||||
| Purchases of investments | ( | ( | |||||||||
| Returns of capital from private capital investments | |||||||||||
| Additions to internally developed software | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Restricted stock returned for payment of taxes | ( | ( | |||||||||
| Payment of contingent consideration in acquisition | ( | ||||||||||
| Cash dividends paid | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | ( | ||||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | |||||||||||
| Cash paid during the period for income taxes | $ | $ | |||||||||
| Accrued dividends | $ | $ | |||||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
5
WESTWOOD HOLDINGS GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. DESCRIPTION OF THE BUSINESS
Westwood Holdings Group, Inc. (“Westwood”, “the Company”, “we”, “us” or “our”) was incorporated under the laws of the State of Delaware on December 12, 2001. Westwood manages investment assets and provides services for its clients through its subsidiaries, Westwood Management Corp., Westwood Advisors, L.L.C., Salient Advisors, L.P. ("Salient Advisors"), Broadmark Asset Management LLC ("Broadmark") and Salient Capital L.P. ("SCLP"), (referred to hereinafter together as “Westwood Management”), and Westwood Trust.
SCLP is an SEC-registered broker-dealer and Financial Industry Regulatory Authority ("FINRA") member and serves as a sub-placement agent for private placements. Salient Advisors is an SEC-registered investment adviser, a Commodity Futures Trading Commission ("CFTC") registered Commodity Pool Operator ("CPO") and a National Futures Association ("NFA") member. Salient Advisors is an advisor to the Westwood Salient Tactical Plus Fund, which is sub-advised by Broadmark.
Westwood Management provides investment advisory services to institutional clients, a family of mutual funds called the Westwood Funds®, Westwood ETFs, other mutual funds, individual investors, private capital funds and clients of Westwood Trust. Westwood Trust provides trust and custodial services and participation in self-sponsored common trust funds ("CTFs") to institutions and high net worth individuals. Revenue is largely dependent on the total value and composition of assets under management ("AUM") and assets under advisement ("AUA"), and fluctuations in financial markets and in the composition of AUM impact our revenues and results of operations.
Each entity comprising Westwood Management is registered with the Securities and Exchange Commission ("SEC") as an investment adviser under the Investment Advisers Act of 1940, as amended. Westwood Trust is chartered and regulated by the Texas Department of Banking.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying Condensed Consolidated Financial Statements are unaudited and are presented in accordance with the requirements for quarterly reports on Form 10-Q and consequently do not include all of the information and footnote disclosures required by accounting principles generally accepted in the United States of America ("GAAP"). The Company’s Condensed Consolidated Financial Statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to a fair statement of our interim financial position and results of operations and cash flows for the periods presented. The accompanying Condensed Consolidated Financial Statements are presented in accordance with GAAP and the rules and regulations of the SEC.
The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with our Consolidated Financial Statements, and notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2025. Operating results for the periods in these Condensed Consolidated Financial Statements are not necessarily indicative of results for any future period. The accompanying Condensed Consolidated Financial Statements include the accounts of Westwood and its subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation.
Recently Issued Accounting Pronouncements
Income Statement Reporting
In November 2024, the Financial Accounting Standards Board ("the FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"). ASU 2024-03 requires public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ("ASU 2025-01"). ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The requirements should be applied on a prospective basis while retrospective application is permitted. We are in the process of analyzing the impact of this ASU on our consolidated financial statements.
6
WESTWOOD HOLDINGS GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued), (Unaudited)
Internal-Use Software
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"). ASU 2025-06 is intended to simplify the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments in this update permit an entity to apply the new guidance using a prospective, retrospective or modified transition approach. We are in the process of analyzing the impact of this ASU on our condensed consolidated financial statements.
Interim Reporting
In December 2025, the FASB issued ASU 2025-11, Interim Reporting ("ASU 2025-11"). ASU 2025-11 is intended to clarify the application of interim reporting guidance and to reorganize existing disclosure requirements. The amendments in this ASU are effective for interim periods within annual periods beginning after December 15, 2027, with early adoption permitted. We are in the process of analyzing the impact of this ASU on our condensed consolidated financial statements.
3. REVENUE
Revenue Recognition
Revenues are recognized when the performance obligation (the investment management and advisory or trust services provided to the client) defined by the investment advisory or sub-advisory agreement is satisfied. For each performance obligation, we determine at contract inception whether the revenue satisfies over time or at a point in time. We derive our revenues from investment advisory fees, trust fees and other sources of revenues such as gains and losses from our seed money investments into new investment strategies. The "Other, net” revenues on our Condensed Consolidated Statements of Operations are the unrealized gains and losses on our seed money investments, and our seed money investments are included in "Investments, at fair value" on our Condensed Consolidated Balance Sheets. Advisory and trust fees are calculated based on a percentage of AUM or AUA, as applicable, and the performance obligation is realized over the current calendar quarter. Once clients receive our investment advisory services we have an enforceable right to payment.
Advisory Fee Revenues
Our advisory fees are generated by Westwood Management for managing client accounts under investment advisory and sub-advisory agreements. Advisory fees are typically calculated based on a percentage of AUM and AUA and are paid in accordance with the terms of the agreements. Advisory fees are paid quarterly in advance based on AUM on the last day of the preceding quarter, quarterly in arrears based on AUM on the last day of the quarter just ended, based on a daily or monthly analysis of AUM for the stated period, or based on committed or invested capital with respect to private capital funds. We recognize advisory fee revenues as services are rendered. Since our advance paying clients' billing periods coincide with the calendar quarter to which such payments relate, revenue is recognized within the quarter and our Consolidated Financial Statements contain no deferred advisory fee revenues. Advisory clients typically consist of institutional investors, mutual funds, ETFs, intermediary separately managed accounts ("SMA"), model-delivery SMA and private capital funds.
Institutional investors include separate accounts of (i) corporate pension and profit sharing plans, public employee retirement funds, Taft-Hartley plans, endowments, foundations and individuals; (ii) sub-advisory relationships where Westwood provides investment management services for funds offered by other financial institutions; (iii) pooled investment vehicles, including collective investment trusts; and (iv) managed account relationships with brokerage firms and other registered investment advisors that offer Westwood products to their customers.
Mutual funds include the Westwood Funds®, a family of mutual funds for which Westwood Management serves as advisor. These funds are available to individual investors, as well as offered as part of our suite of investment strategies for institutional investors and wealth management accounts.
Arrangements with Performance-Based Obligations
A limited number of our advisory clients have a contractual performance-based fee component in their contracts, which generates additional revenues if we outperform a specified index over a specific period of time, and a limited number of our mutual fund offerings have fees that generate additional revenues if we outperform specified indices over specific periods of time. Performance-based fees are paid after the performance obligation has been satisfied.
7
WESTWOOD HOLDINGS GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued), (Unaudited)
The revenue is based on future market performance and is subject to many factors outside our control. We cannot conclude that a significant reversal in the cumulative amount of revenue recognized will not occur during the measurement period, and therefore the revenue is recorded at the end of the measurement period when the performance obligation has been satisfied.
Trust Fee Revenues
Our trust fees are generated by Westwood Trust pursuant to trust or custodial agreements. Trust fees are separately negotiated with each client and are generally based on a percentage of AUM. Westwood Trust also provides trust services to a small number of clients on a fixed fee basis. The fees for most of our trust clients are calculated quarterly in arrears, based on a daily average of AUM for the quarter, or monthly, based on the month-end value of AUM, and are paid monthly and quarterly in arrears. We recognize trust fee revenues as services are rendered. Since billing periods for most of Westwood Trust’s clients coincide with the calendar quarter, revenue is fully recognized within the quarter and our Condensed Consolidated Financial Statements contain no deferred fee revenues.
Revenue Disaggregated
The following table presents our revenue disaggregated by account type (in thousands).
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Advisory Fees: | |||||||||||||||||||||||
| Institutional | $ | $ | $ | $ | |||||||||||||||||||
| Mutual Funds and ETFs | |||||||||||||||||||||||
| Wealth Management | |||||||||||||||||||||||
| Trust Fees | |||||||||||||||||||||||
| Other, net | ( | ||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
The following table presents our revenue disaggregated by our clients' geographical locations (in thousands):
| Three Months Ended September 30, 2026 | Advisory | Trust | Other | Total | |||||||||||||||||||||||||
| Canada | $ | $ | $ | $ | |||||||||||||||||||||||||
| United States | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | Advisory | Trust | Other | Total | |||||||||||||||||||||||||
| Canada | $ | $ | $ | $ | |||||||||||||||||||||||||
| United States | ( | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | Advisory | Trust | Other | Total | |||||||||||||||||||||||||
| Canada | $ | $ | $ | $ | |||||||||||||||||||||||||
| United States | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | Advisory | Trust | Other | Total | |||||||||||||||||||||||||
| Canada | $ | $ | $ | $ | |||||||||||||||||||||||||
| United States | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||
8
WESTWOOD HOLDINGS GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued), (Unaudited)
4. SEGMENT REPORTING
We operate two segments: Advisory and Trust. These segments are managed separately based on the types of products and services offered and their related client bases. The Company’s segment information is prepared on the same basis that management uses to review the financial information for operational decision-making purposes.
The Company's Chief Operating Decision Maker ("CODM"), our Chief Executive Officer, evaluates the performance of our segments based primarily on revenues. The CODM does not evaluate the performance of our segments on segment expenses so those have not been disclosed.
Advisory
Our Advisory segment provides investment advisory services to (i) corporate pension and profit sharing plans, public employee retirement funds, Taft-Hartley plans, endowments, foundations and individuals, (ii) sub-advisory relationships where Westwood provides investment management services to the Westwood Funds®, funds offered by other financial institutions and funds offered by our Trust segment and (iii) pooled investment vehicles, including collective investment trusts.
Trust
Westwood Trust provides trust and custodial services and participation in common trust funds that it sponsors to institutions and high net worth individuals. Westwood Trust is included in our Trust segment.
Other
The Other column below contains the entity in which we record typical holding company expenses, including employee compensation and benefits for holding company employees, directors’ fees and investor relations costs, along with intersegment eliminations.
All segment accounting policies are the same as those described in the summary of significant accounting policies. Intersegment balances that eliminate in consolidation have been applied to the appropriate segment.
| (in thousands) | Advisory | Trust | Total Reportable | Other | Consolidated | |||||||||||||||||||||||||||
| Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||
| Net fee revenues from external sources | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Net intersegment revenues | ( | |||||||||||||||||||||||||||||||
| Other revenue | ||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Interest income | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Segment assets | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Segment goodwill | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Segment equity-method investments | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Expenditures for long-lived assets | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||
| Net fee revenues from external sources | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Net intersegment revenues | ( | |||||||||||||||||||||||||||||||
| Other revenue | ( | ( | ( | |||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Interest income | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Segment assets | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Segment goodwill | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Segment equity-method investments | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Expenditures for long-lived assets | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
9
WESTWOOD HOLDINGS GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued), (Unaudited)
| (in thousands) | Advisory | Trust | Total Reportable | Other | Consolidated | |||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||
| Net fee revenues from external sources | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Net intersegment revenues | ( | |||||||||||||||||||||||||||||||
| Other, net | ||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Interest income | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Expenditures for long-lived assets | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||
| Net fee revenues from external sources | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Net intersegment revenues | ( | |||||||||||||||||||||||||||||||
| Other, net | ||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Interest income | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Expenditures for long-lived assets | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
5. INVESTMENTS
Our investments consist of the following (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Investments at fair value | $ | $ | |||||||||
| Investments under measurement alternative | |||||||||||
| Equity method investments | |||||||||||
| Total investments | $ | $ | |||||||||
Investments at Fair Value
Investments carried at fair value are presented in the table below (in thousands):
10
WESTWOOD HOLDINGS GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued), (Unaudited)
| Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||||||||||||
| September 30, 2026: | ||||||||||||||||||||||||||
| U.S. Government securities | $ | $ | $ | $ | ||||||||||||||||||||||
| Money market funds | ( | |||||||||||||||||||||||||
| Equity funds | ( | |||||||||||||||||||||||||
| Equities | ( | |||||||||||||||||||||||||
| Exchange-traded bond funds | ||||||||||||||||||||||||||
| Exchange-traded funds | ( | |||||||||||||||||||||||||
| Private capital investment funds | ( | |||||||||||||||||||||||||
| Total investments carried at fair value | $ | $ | $ | ( | $ | |||||||||||||||||||||
| December 31, 2025: | ||||||||||||||||||||||||||
| U.S. Government securities | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Money market funds | ||||||||||||||||||||||||||
| Equity funds | ( | |||||||||||||||||||||||||
| Equities | ( | |||||||||||||||||||||||||
| Exchange-traded bond funds | ||||||||||||||||||||||||||
| Private capital investment funds | ( | |||||||||||||||||||||||||
| Total investments carried at fair value | $ | $ | $ | ( | $ | |||||||||||||||||||||
Investments Under Measurement Alternative
Our investments below represent equity interests in private companies without readily determinable fair values. The Company has elected to apply the measurement alternative of cost minus impairment, if any, adjusted for any observable price changes in orderly transactions for these investments. The acquisition cost of WEBs Investments Inc. ("WEBs") is allocated using the relative fair value method between preferred stock and a call option.
During the nine months ended September 30, 2026, Vista Bancshares, Inc. was acquired by a third party, National Bank Holdings Corporation ("NBHC"). Following this acquisition we received approximately 93,000 shares of NBHC stock, and recognized a gain of approximately $2.0 million upon liquidation of those shares. During the three and nine months ended September 30, 2026, we recorded unrealized gains of approximately $2.6 million for our investment in TXSE and $0.3 million for our investment in Ridgeline, respectively, following observable price changes in the third quarter.
No impairments of these investments were recorded during the three and nine months ended September 30, 2026 or September 30, 2025. Balances are shown below (in thousands):
| Investment: | September 30, 2026 | December 31, 2025 | ||||||||||||
| InvestCloud, Inc. | $ | $ | ||||||||||||
| Vista Bancshares, Inc. | ||||||||||||||
| WEBs - preferred stock | ||||||||||||||
| WEBs - call option | ||||||||||||||
| TXSE Group, Inc. | ||||||||||||||
| Ridgeline, Inc. | ||||||||||||||
| Total investments under measurement alternative | $ | $ | ||||||||||||
Equity Method Investments
These investments represent ownership interests in non-controlled partnerships and are measured based on our share of the net earnings or losses of the investee. Investment balances are included in “Equity method investments” on our Condensed Consolidated Balance Sheets and income and expenses are included in our Condensed Consolidated Statements
11
WESTWOOD HOLDINGS GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued), (Unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||||||||
| Carrying value | Ownership | Carrying value | Ownership | ||||||||||||||
| Zarvona Energy Fund GP, L.P. | $ | % | $ | % | |||||||||||||
| Zarvona Energy Fund II-A, L.P. | % | % | |||||||||||||||
| Salient MLP Total Return Fund, L.P. | % | % | |||||||||||||||
| Salient MLP Total Return TE Fund, L.P. | % | % | |||||||||||||||
| Total | $ | $ | |||||||||||||||
6. FAIR VALUE MEASUREMENTS
ASC 820 defines fair value, establishes a framework for measuring fair value and requires disclosures regarding certain fair value measurements. ASC 820 establishes a three-tier hierarchy for measuring fair value, as follows:
•Level 1 – quoted market prices in active markets for identical assets
•Level 2 – inputs other than quoted prices that are directly or indirectly observable
•Level 3 – significant unobservable inputs where there is little or no market activity
Our investments under measurement alternative are excluded from the recurring fair value table shown below because we have elected to apply the measurement alternative for those investments.
The following table summarizes our assets measured at fair value on a recurring basis, as of the dates indicated, within the fair value hierarchy (in thousands):
| Level 1 | Level 2 | Level 3 | Investments Measured at NAV (1) | Total | |||||||||||||||||||||||||
| As of September 30, 2026: | |||||||||||||||||||||||||||||
| Equity investments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Private capital investment funds | |||||||||||||||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| As of December 31, 2025: | |||||||||||||||||||||||||||||
| Equity investments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Private capital investment funds | |||||||||||||||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| (1) Comprised of certain investments measured at fair value using NAV as a practical expedient. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented on our Condensed Consolidated Balance Sheets. | |||||||||||||||||||||||||||||
The following table summarizes the changes in Level 3 liabilities, related to earn-outs from our 2022 acquisition of the asset management business of Salient Partners, L.P., measured at fair value on a recurring basis for the periods presented (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | |||||||||||||||||||
| Payments | $ | ( | |||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | |||||||||||||||||||
The final measurement date of the growth earn-out was in 2025 and the final payment for the revenue retention earn-out was made in the first quarter of 2025.
7. INCOME TAXES
12
WESTWOOD HOLDINGS GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued), (Unaudited)
Our effective income tax rate differed from the 21% statutory rate for the three and nine months ended September 30, 2026 and September 30, 2025 due to permanent differences related to Internal Revenue Code Section 162(m) limitations on compensation deductions and the impact of state and local taxes.
8. EARNINGS PER SHARE
There were no anti-dilutive restricted shares outstanding for the three months ended September 30, 2026 and September 30, 2025, respectively. There were approximately 4,000 and 7,000 anti-dilutive restricted shares outstanding for the nine months ended September 30, 2026 and September 30, 2025, respectively.
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share and share amounts):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Income attributable to Westwood Holdings Group, Inc. | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted average shares outstanding - basic | ||||||||||||||||||||||||||
| Dilutive potential shares from unvested restricted shares | ||||||||||||||||||||||||||
| Weighted average shares outstanding - diluted | ||||||||||||||||||||||||||
| Earnings per share: | ||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
9. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
Goodwill represents the excess of the cost of acquired assets over the fair value of the underlying liabilities assumed at the date of acquisition. Goodwill balances were as follows (in thousands):
| Balance at: | Trust Segment | Advisory Segment | Total | |||||||||||||||||
| December 31, 2025 | $ | $ | $ | |||||||||||||||||
| September 30, 2026 | $ | $ | $ | |||||||||||||||||
Goodwill is not amortized but is reviewed for impairment annually, or between annual assessments if a triggering event occurs or circumstances change that would more likely than not result in the fair value of a reporting unit below its carrying amount. We completed our annual goodwill impairment assessment during the third quarter of 2026 and determined that no impairment loss was required. No goodwill impairments were recorded during the three and nine months ended September 30, 2026 or September 30, 2025.
Other Intangible Assets
Amortization expense, which is included in “General and administrative” expense on our Condensed Consolidated Statements of Operations, was $0.6 million and $1.1 million for the three months ended September 30, 2026 and September 30, 2025, respectively, and $2.1 million and $3.1 million for the nine months ended September 30, 2026 and September 30, 2025, respectively.
13
WESTWOOD HOLDINGS GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued), (Unaudited)
10. LEASES
As of September 30, 2026 there have been no material changes outside the ordinary course of business to our leases since December 31, 2025. For information regarding our leases, refer to Note 12 “Leases” in Part IV, Item 15. “Exhibits, Financial Statement Schedules” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
11. STOCKHOLDERS' EQUITY
Share Repurchase Program
As of September 30, 2026, shares up to a value of $5.5 million may yet be repurchased under our plan.
During the three and nine months ended September 30, 2026 and 2025, the Company did not repurchase any shares of our common stock.
12. VARIABLE INTEREST ENTITIES
We evaluated (i) our relationship as sponsor of the CTFs and managing member of the private equity funds Westwood Hospitality, Westwood Technology Opportunities Fund I, LP, Westwood Energy Secondaries Funds I, II and III, Westwood Energy Secondaries Co-Invest Funds II, III, IV, V and VII, and WES III Co-Investment Fund, LP (collectively the “Private Funds”), (ii) our advisory relationships with the Westwood Funds® and Westwood ETFs, and (iii) our investments in InvestCloud Inc. ("InvestCloud"), Vista Bancshares, Inc. ("Vista"), Zarvona Energy Fund GP, Zarvona Energy Fund II-A, WEBs Investments Inc. ("WEBs") and the TXSE Group Inc. ("TXSE") as discussed in Note 5 “Investments” to determine whether each of these entities is a variable interest entity ("VIE") or voting ownership entity (“VOE”).
Based on our analyses, we determined that the CTFs, Private Funds, Zarvona Energy Fund II-A and WEBs were VIEs, as the at-risk equity holders do not have the ability to direct the activities that most significantly impact the entities' economic performance, and, while the Company and its representatives have a majority control of the entities' respective boards of directors and can influence the respective entities' management and affairs, the Company is not exposed to a majority of the economics of those entities and does not qualify as primary beneficiaries for those entities.
Based on our analyses, we determined the Westwood Funds®, InvestCloud, Vista, Zarvona Energy Fund GP and TXSE (i) have sufficient equity at risk to finance the entities' activities independently, (ii) have the obligation to absorb losses, the right to receive residual returns and the right to direct the activities of the entities that most significantly impact the entities' economic performance and (iii) are not structured with disproportionate voting rights and are VOEs. For the Westwood VOEs, we evaluated whether or not we own a controlling financial interest in the entities, and we concluded that we do not. Based on our analyses, we have not consolidated the Westwood VIEs or Westwood VOEs for the periods ending September 30, 2026 and December 31, 2025.
We have not otherwise provided any financial support that we were not previously contractually obligated to provide and there are no arrangements that would require us to provide additional financial support to any of these entities. Our seed investments in the Westwood Funds® are accounted for as investments in accordance with our other investments described in Note 5 “Investments.”
We recognized fee revenue from the Westwood VIEs and Westwood VOEs as follows (in millions):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
| Fee Revenues | $ | $ | $ | $ | |||||||||||||||||||
14
WESTWOOD HOLDINGS GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued), (Unaudited)
The following tables display the AUM, the amount of our seed investments that are included in “Investments, at fair value” on the Condensed Consolidated Balance Sheets, and the financial risk of loss in each vehicle (in millions):
| As of September 30, 2026 | |||||||||||||||||
| Assets Under Management | Corporate Investment | Amount at Risk | |||||||||||||||
| VIEs/VOEs: | |||||||||||||||||
| Westwood Funds® | $ | $ | $ | ||||||||||||||
| Common Trust Funds | $ | $ | |||||||||||||||
| Private Funds | $ | $ | |||||||||||||||
| Private Equity | $ | $ | |||||||||||||||
| All other assets: | |||||||||||||||||
| Wealth Management | |||||||||||||||||
| Institutional | |||||||||||||||||
| Total Assets Under Management | $ | ||||||||||||||||
| As of December 31, 2025 | ||||||||||||||||||||
| Assets Under Management | Corporate Investment | Amount at Risk | ||||||||||||||||||
| VIEs/VOEs: | ||||||||||||||||||||
| Westwood Funds® | $ | $ | $ | |||||||||||||||||
| Common Trust Funds | $ | $ | ||||||||||||||||||
| Private Funds | $ | $ | ||||||||||||||||||
| Private Equity | $ | $ | ||||||||||||||||||
| All other assets: | ||||||||||||||||||||
| Wealth Management | ||||||||||||||||||||
| Institutional | ||||||||||||||||||||
| Total AUM | $ | |||||||||||||||||||
13. SUBSEQUENT EVENTS
WEBs Divestment and Fund Reorganization
On October 14, 2026, the Company entered into an agreement with WEBs, pursuant to which the Company divested its equity interest in WEBs and terminated the related investor agreements. In exchange, WEBs agreed to undertake and complete a reorganization of the WEBs SPY Defined Volatility ETF ("DVSP") and WEBs QQQ Defined Volatility ETF ("DVQQ") (collectively the "Target Funds"). Under the proposed reorganization, DVSP and DVQQ will transfer substantially all of their assets to the Westwood Adaptive Exposure SPY ETF ("WWSP") and Westwood Adaptive Exposure QQQ ETF ("WWQQ") (collectively the "Acquiring Funds"), respectively, each a series of the Ultimus Managers Trust.
In connection with the reorganization, Westwood Management Corp. will be appointed investment adviser to the Acquiring Funds. Additionally, WEBs will assign to the Company the intellectual property related to each fund's investment strategy.
This transaction is structured as a nonmonetary exchange without cash consideration and will be measured based on the fair value of the nonmonetary asset relinquished.
Dividend Declared
On November 5, 2026, the Board of Directors declared a quarterly cash dividend of $0.15 per share of common stock payable on January 4, 2027 to stockholders of record on December 1, 2026 .
15
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
Statements in this report and our Annual Report to Stockholders that are not purely historical facts, including, without limitation, statements about our expected future financial position, results of operations or cash flows, as well as other statements including, without limitation, words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “should,” “could,” “goal,” “potentially,” “may,” “designed” and other similar expressions, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results and the timing of some events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including, without limitation, the risks described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and those risks set forth below:
•the composition and market value of our AUM and AUA;
•our ability to maintain our fee structure in light of competitive fee pressures;
•risks associated with actions of activist stockholders;
•distributions to our common stockholders have included and may in the future include a return of capital;
•inclusion of foreign company investments in our AUM;
•regulations adversely affecting the financial services industry;
•our ability to maintain effective cyber security;
•litigation risks;
•our ability to develop and market new investment strategies successfully;
•our reputation and our relationships with current and potential customers;
•our ability to attract and retain qualified personnel;
•our ability to perform operational tasks;
•our ability to select and oversee third-party vendors;
•our dependence on the operations and funds of our subsidiaries;
•our ability to maintain effective information systems;
•our ability to prevent misuse of assets and information in the possession of our employees and third-party vendors, which could damage our reputation and result in costly litigation and liability for our clients and us;
•our stock is thinly traded and may be subject to volatility;
•competition in the investment management industry;
•our ability to avoid termination of client agreements and the related investment redemptions;
•the significant concentration of our revenues in a small number of customers;
•we have made and may continue to make business combinations as a part of our business strategy, which may present certain risks and uncertainties;
•our relationships with investment consulting firms;
•our ability to identify and execute on our strategic initiatives;
•our ability to declare and pay dividends;
•our ability to fund future capital requirements on favorable terms;
•our ability to properly address conflicts of interest;
•our ability to maintain adequate insurance coverage; and
•our ability to maintain an effective system of internal controls.
16
You should not unduly rely on these forward-looking statements, which speak only as of the date of this report. We are not obligated and do not undertake an obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events or otherwise.
Overview
We manage investment assets and provide services for our clients through our subsidiaries, Westwood Management Corp., Westwood Advisors, L.L.C., Salient Advisors, L.P. ("Salient Advisors") and Broadmark Asset Management LLC ("Broadmark"), (each of which is a registered investment adviser ("RIA") registered with the Securities and Exchange Commission ("SEC"), and Salient Capital, L.P., ("SCLP") an SEC-registered broker-dealer and Financial Industry Regulatory Authority ("FINRA") member, collectively referred to hereinafter together as "Westwood Management") and Westwood Trust. Westwood Holdings Group, founded in 1983, through Westwood Management, provides investment advisory services to institutional investors, a family of mutual funds called the Westwood Funds®, other mutual funds, individual investors and clients of Westwood Trust. Westwood Trust, founded as a state-chartered trust company in 1974, provides trust, custodial and investment management services through the use of commingled funds and individual securities to institutions and high net worth individuals.
Our revenues are generally derived from fees based on a percentage of AUM and AUA, and Westwood Management and Westwood Trust collectively had AUM of approximately $16.1 billion and AUA of approximately $1.0 billion at September 30, 2026. We have established a track record of delivering competitive, risk-adjusted returns for our clients.
With respect to most of our AUM, we utilize a "value" investment style focused on achieving superior long-term, risk-adjusted returns by investing in companies with high levels of free cash flow, improving returns on equity and strengthening balance sheets that are well positioned for growth but whose value is not fully recognized in the marketplace. This investment approach is designed to limit downside during unfavorable periods and provide superior real returns over the long term. Our investment teams have significant industry experience. Our investment team members have an average investment experience of over twenty years.
We have built a foundation in terms of personnel and infrastructure to support a much larger business and we have developed investment strategies that we believe will be sought after within our target institutional, wealth management and intermediary markets. Developing new products and growing the organization has resulted in our incurring expenses that, in some cases, have not yet generated significant offsetting revenues. We believe that investors will recognize the potential for new revenue streams inherent in these products and services; however, there is no guarantee that they will occur.
Revenues
We derive our revenues from investment advisory fees, trust fees and other revenues. Our advisory fees are generated by Westwood Management, which manages client accounts under investment advisory and sub-advisory agreements. Advisory fees are typically calculated based on a percentage of AUM and AUA and are paid in accordance with the terms of the agreements. Advisory fees are paid quarterly in advance based on AUM on the last day of the preceding quarter, quarterly in arrears based on AUM on the last day of the quarter just ended or are based on a daily or monthly analysis of AUM for the stated period. We recognize advisory fee revenues as services are rendered. Certain of our clients have a contractual performance-based fee component in their contracts, which generates additional revenues if we outperform a specified index over a specific period of time. We record revenue for performance-based fees at the end of the measurement period. Since our advance paying clients’ billing periods coincide with the calendar quarter to which such payments relate, revenue is recognized within the quarter, and our Condensed Consolidated Financial Statements contain no deferred advisory fee revenues.
Our trust fees are generated by Westwood Trust pursuant to trust or custodial agreements. Trust fees are separately negotiated with each client and are generally based on a percentage of AUM. Westwood Trust also provides trust services to a small number of clients on a fixed fee basis. Trust fees are primarily calculated quarterly in arrears based on a daily average of AUM for the quarter. Since billing periods for most of Westwood Trust's clients coincide with the calendar quarter, revenue is fully recognized within the quarter, and our Condensed Consolidated Financial Statements contain no deferred advisory fee revenues.
Our other revenues primarily consist of investment income from seed money investments into new investment strategies.
Employee Compensation and Benefits
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Employee compensation and benefits costs generally consist of salaries, sales commissions, incentive compensation, stock-based compensation expense and benefits.
Sales and Marketing
Sales and marketing costs relate to our marketing efforts, including travel and entertainment, direct marketing and advertising costs.
Westwood Funds
Expenses for Westwood funds relate to our marketing, distribution and administration of the Westwood Funds® mutual funds and Westwood ETFs.
Information Technology
Information technology expenses include costs associated with proprietary investment research tools, maintenance and support, computing hardware, software licenses, telecommunications and other related costs.
Professional Services
Professional services expenses generally consist of costs associated with sub-advisory fees, audit, legal and other professional services.
General and Administrative
General and administrative expenses generally consist of costs associated with the lease of office space, amortization, depreciation, insurance, custody expense, Directors' fees, investor relations, licenses and fees, office supplies and other miscellaneous expenses.
Realized gains on private investments
Realized gains on private investments includes gains on the sale of our privately held investments.
Net change in unrealized appreciation on private investments
Net change in unrealized appreciation on private investments includes changes in the value of our privately held investments.
Net Investment Income
Net investment income primarily includes interest and dividend income on fixed income securities and money market funds.
Other Income (Expense)
Other income (expense) primarily consists of income from the sublease of a portion of our corporate offices.
Firm-wide Assets Under Management
Firm-wide assets under management of $17.1 billion at September 30, 2026 consisted of $16.1 billion of AUM and $1.0 billion of AUA.
AUM decreased $1.2 billion to $16.1 billion at September 30, 2026 compared with $17.3 billion at September 30, 2025. The average of beginning and ending AUM ("average AUM") for the third quarter of 2026 was $16.5 billion compared to $17.3 billion for the third quarter of 2025.
The following table displays AUM as of September 30, 2026 and 2025 (in millions):
| As of September 30, | ||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||
Institutional(1) | $ | 7,822 | $ | 9,032 | (13) | % | ||||||||||||||
Wealth Management(2) | 4,400 | 4,323 | 2 | |||||||||||||||||
Mutual Funds and ETFs(3) | 3,904 | 3,994 | (2) | |||||||||||||||||
| Total AUM | $ | 16,126 | $ | 17,349 | (7) | % | ||||||||||||||
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(1)Institutional includes (i) separate accounts of corporate pension and profit sharing plans, public employee retirement funds, Taft-Hartley plans, endowments, foundations and individuals; (ii) sub-advisory relationships where Westwood provides investment management services for funds offered by other financial institutions; (iii) pooled investment vehicles, including collective investment trusts; and (iv) managed account relationships with brokerage firms and other RIAs that offer Westwood products to their customers.
(2)Wealth Management includes assets for which Westwood Trust provides trust and custodial services and participation in common trust funds that it sponsors to institutions and high net worth individuals pursuant to trust or agency agreements and assets for which Westwood Advisors, L.L.C. provides advisory services to high net worth individuals. Investment sub-advisory services are provided for the common trust funds by Westwood Management and unaffiliated sub-advisors. For certain assets in this category Westwood Trust provides limited custodial services for a minimal or no fee, viewing these assets as potentially converting to fee-generating managed assets in the future.
(3)Mutual Funds and ETFs include the Westwood Funds®, a family of mutual funds and Westwood ETFs, for which Westwood Management or Salient Advisors serves as advisor. These funds are available to individual investors, institutional investors and wealth management accounts.
Roll-Forward of Assets Under Management
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Institutional | |||||||||||||||||||||||
| Beginning of period assets | $ | 8,280 | $ | 9,241 | $ | 8,332 | $ | 8,301 | |||||||||||||||
| Inflows | 556 | 78 | 1,260 | 1,295 | |||||||||||||||||||
| Outflows | (559) | (618) | (2,516) | (1,109) | |||||||||||||||||||
| Net client flows | (3) | (540) | (1,256) | 186 | |||||||||||||||||||
| Market appreciation (depreciation) | (455) | 331 | 746 | 545 | |||||||||||||||||||
| Net change | (458) | (209) | (510) | 731 | |||||||||||||||||||
| End of period assets | $ | 7,822 | $ | 9,032 | $ | 7,822 | $ | 9,032 | |||||||||||||||
| Wealth Management | |||||||||||||||||||||||
| Beginning of period assets | $ | 4,501 | $ | 4,176 | $ | 4,317 | $ | 4,391 | |||||||||||||||
| Inflows | 110 | 80 | 309 | 195 | |||||||||||||||||||
Outflows | (293) | (153) | (656) | (535) | |||||||||||||||||||
| Net client flows | (183) | (73) | (347) | (340) | |||||||||||||||||||
| Market appreciation (depreciation) | 82 | 220 | 430 | 272 | |||||||||||||||||||
| Net change | (101) | 147 | 83 | (68) | |||||||||||||||||||
| End of period assets | $ | 4,400 | $ | 4,323 | $ | 4,400 | $ | 4,323 | |||||||||||||||
| Mutual Funds and ETFs | |||||||||||||||||||||||
| Beginning of period assets | $ | 4,179 | $ | 3,924 | $ | 3,890 | $ | 3,915 | |||||||||||||||
| Inflows | 142 | 164 | 517 | 525 | |||||||||||||||||||
| Outflows | (229) | (222) | (803) | (631) | |||||||||||||||||||
| Net client flows | (87) | (58) | (286) | (106) | |||||||||||||||||||
| Market appreciation (depreciation) | (188) | 128 | 300 | 185 | |||||||||||||||||||
| Net change | (275) | 70 | 14 | 79 | |||||||||||||||||||
| End of period assets | $ | 3,904 | $ | 3,994 | $ | 3,904 | $ | 3,994 | |||||||||||||||
| Total AUM | |||||||||||||||||||||||
| Beginning of period assets | $ | 16,960 | $ | 17,341 | $ | 16,539 | $ | 16,607 | |||||||||||||||
| Inflows | 808 | 322 | 2,086 | 2,015 | |||||||||||||||||||
| Outflows | (1,081) | (993) | (3,975) | (2,275) | |||||||||||||||||||
| Net client flows | (273) | (671) | (1,889) | (260) | |||||||||||||||||||
| Market appreciation (depreciation) | (561) | 679 | 1,476 | 1,002 | |||||||||||||||||||
| Net change | (834) | 8 | (413) | 742 | |||||||||||||||||||
| End of period assets | $ | 16,126 | $ | 17,349 | $ | 16,126 | $ | 17,349 | |||||||||||||||
Three months ended September 30, 2026 compared to the three months ended September 30, 2025
The change in AUM for the three months ended September 30, 2026 was due to market depreciation of $0.6 billion and net outflows of $0.3 billion. Net outflows were primarily related to our SmallCap Value strategy.
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The change in AUM for the three months ended September 30, 2025 was due to market appreciation of $0.7 billion offset by net outflows of $0.7 billion. Net outflows were primarily related to our LargeCap Value strategy.
Nine months ended September 30, 2026 compared to the nine months ended September 30, 2025
The change in AUM for the nine months ended September 30, 2026 was due to market appreciation of $1.5 billion offset by net outflows of $1.9 billion. Net outflows were primarily related to our LargeCap Value and SmallCap Value strategies.
The $0.7 billion increase in AUM for the nine months ended September 30, 2025 was due to market appreciation of $1.0 billion offset by net outflows of $0.3 billion. Net outflows were primarily related to our LargeCap Value strategy.
Roll-Forward of Assets Under Advisement
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Assets Under Advisement | |||||||||||||||||||||||
| Beginning of period assets | $ | 989 | $ | 939 | $ | 942 | $ | 960 | |||||||||||||||
| Inflows | 52 | 22 | 122 | 104 | |||||||||||||||||||
| Outflows | (66) | (25) | (190) | (121) | |||||||||||||||||||
| Net client flows | (14) | (3) | (68) | (17) | |||||||||||||||||||
| Market appreciation (depreciation) | (9) | 30 | 92 | 23 | |||||||||||||||||||
| Net change | (23) | 27 | 24 | 6 | |||||||||||||||||||
| End of period assets | $ | 966 | $ | 966 | $ | 966 | $ | 966 | |||||||||||||||
Results of Operations
The following table (dollars in thousands) and discussion of our results of operations are based upon data derived from the Condensed Consolidated Statements of Operations contained in our Condensed Consolidated Financial Statements and should be read in conjunction with those statements included elsewhere in this report.
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| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Advisory fees: asset-based | $ | 19,202 | $ | 18,887 | 2 | % | $ | 57,883 | $ | 54,573 | 6 | % | |||||||||||||||||||||||
| Trust fees: asset-based | 5,567 | 5,416 | 3 | 16,257 | 15,914 | 2 | |||||||||||||||||||||||||||||
| Other, net | 1,802 | (14) | NM | 2,740 | 174 | 1,475 | |||||||||||||||||||||||||||||
| Total revenues | 26,571 | 24,289 | 9 | 76,880 | 70,661 | 9 | |||||||||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||||||||||||||
| Employee compensation and benefits | 15,572 | 13,286 | 17 | 46,931 | 41,259 | 14 | |||||||||||||||||||||||||||||
| Sales and marketing | 735 | 633 | 16 | 2,038 | 2,050 | (1) | |||||||||||||||||||||||||||||
| Westwood funds | 1,379 | 1,101 | 25 | 3,325 | 2,955 | 13 | |||||||||||||||||||||||||||||
| Information technology | 2,713 | 2,893 | (6) | 8,091 | 8,264 | (2) | |||||||||||||||||||||||||||||
| Professional services | 2,401 | 1,593 | 51 | 6,359 | 4,692 | 36 | |||||||||||||||||||||||||||||
| General and administrative | 2,388 | 2,774 | (14) | 8,185 | 8,632 | (5) | |||||||||||||||||||||||||||||
| Total expenses | 25,188 | 22,280 | 13 | 74,929 | 67,852 | 10 | |||||||||||||||||||||||||||||
| Net operating income | 1,383 | 2,009 | (31) | 1,951 | 2,809 | (31) | |||||||||||||||||||||||||||||
| Realized gains on private investments | — | — | NM | 2,046 | — | NM | |||||||||||||||||||||||||||||
| Net change in unrealized appreciation on private investments | 2,883 | 1,932 | 49 | 2,868 | 1,932 | 48 | % | ||||||||||||||||||||||||||||
| Net investment income | 324 | 459 | (29) | 883 | 1,185 | (25) | |||||||||||||||||||||||||||||
| Other income (expense) | — | 292 | (100) | (78) | 826 | (109) | |||||||||||||||||||||||||||||
| Income before income taxes | 4,590 | 4,692 | (2) | 7,670 | 6,752 | 14 | |||||||||||||||||||||||||||||
| Income tax provision | 1,470 | 963 | 53 | 2,241 | 1,515 | 48 | |||||||||||||||||||||||||||||
| Net income | $ | 3,120 | $ | 3,729 | (16) | % | $ | 5,429 | $ | 5,237 | 4 | % | |||||||||||||||||||||||
| Less: income attributable to noncontrolling interest | 3 | 30 | (90) | % | 11 | 41 | (73) | ||||||||||||||||||||||||||||
| Income attributable to Westwood Holdings Group, Inc. | $ | 3,117 | $ | 3,699 | (16) | % | $ | 5,418 | $ | 5,196 | 4 | % | |||||||||||||||||||||||
_________________________
NM Not meaningful
Three months ended September 30, 2026 compared to three months ended September 30, 2025
Total revenues. Total revenues for the three months ended September 30, 2026 were higher than revenues for the three months ended September 30, 2025 due to approximately $1.8 million of gains on our seed money investments and private capital distributions, and approximately $1.4 million of growth from our ETFs and private energy secondaries funds.
Employee compensation and benefits. Employee compensation and benefits for the three months ended September 30, 2026 increased compared to the three months September 30, 2025 primarily due to $1.7 million of one-time severance-related compensation expenses in the third quarter of 2026.
Professional services. Professional services costs for the three months ended September 30, 2026 increased compared to the three months ended September 30, 2025 primarily due to additional consulting and recruiting expenses.
Net change in unrealized appreciation on private investments. Net change in unrealized appreciation on private investments for the three months ended September 30, 2026 increased compared to the three months ended September 30, 2025 primarily due to a $2.6 million gain on our investment in TXSE in 2026, compared with a $2.0 million gain in 2025.
Income tax provision. Our effective income tax rate differed from the 21% statutory rate for the three months ended September 30, 2026 and September 30, 2025 due to permanent differences related to an Internal Revenue Code Section 162(m) limitation on compensation deductions and the impact of state and local taxes. In addition, a separate expansion of Section 162(m), enacted under prior law and scheduled to take effect in 2027, could further increase our effective tax rate and income tax expense, potentially materially.
Nine months ended September 30, 2026 compared to nine months ended September 30, 2025
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Total revenues. Total revenues for the nine months ended September 30, 2026 were higher than revenues for the nine months ended September 30, 2025 due to approximately $3.6 million of growth from our ETFs and private energy secondaries funds, and approximately $2.7 million of gains on our seed money investments and private capital distributions.
Employee compensation and benefits. Employee compensation and benefits for the nine months ended September 30, 2026 increased compared to the nine months ended September 30, 2025 primarily due to to $1.7 million of one-time severance-related compensation expenses, and costs related to increased headcount on our private capital investment team.
Professional services. Professional services costs for the nine months ended September 30, 2026 increased compared to the nine months ended September 30, 2025 primarily due to additional consulting, recruiting and legal expenses.
Realized gains on private investments. Realized gains on private investments related to our sale of NBHC stock in the first quarter of 2026.
Net change in unrealized appreciation on private investments. Net change in unrealized appreciation on private investments for the nine months ended September 30, 2026 increased compared to the nine months ended September 30, 2025 primarily due to a $2.6 million gain on our investment in TXSE in 2026, compared with a $2.0 million gain in 2025.
Other income (expense). Other income (expense) for the nine months ended September 30, 2026 decreased compared to the nine months ended September 30, 2025 due to the expiration of multiple sublease agreements in the fourth quarter of 2025.
Income tax provision. Our effective income tax rate differed from the 21% statutory rate for the nine months ended September 30, 2026 and September 30, 2025 due to permanent differences related to an Internal Revenue Code Section 162(m) limitation on compensation deductions and the impact of state and local taxes. In addition, a separate expansion of Section 162(m), enacted under prior law and scheduled to take effect in 2027, could further increase our effective tax rate and income tax expense, potentially materially.
Supplemental Financial Information
As supplemental information, we are providing non-GAAP performance measures that we refer to as Economic Earnings and Economic EPS. We provide these measures in addition to, not as a substitute for, income attributable to Westwood Holdings Group, Inc. and earnings per share, which are reported on a GAAP basis. Our management and Board of Directors review Economic Earnings and Economic EPS to evaluate our ongoing performance, allocate resources, and review our dividend policy. We believe that these non-GAAP performance measures, while not substitutes for GAAP income attributable to Westwood Holdings Group, Inc. or earnings per share, are useful for management and investors when evaluating our underlying operating and financial performance and our available resources. We do not advocate that investors consider these non-GAAP measures without also considering financial information prepared in accordance with GAAP.
We define Economic Earnings as income attributable to Westwood Holdings Group, Inc. plus non-cash equity-based compensation expense, amortization of intangible assets and deferred taxes related to goodwill. Although depreciation on fixed assets is a non-cash expense, we do not add it back when calculating Economic Earnings because depreciation charges represent an allocation of the decline in the value of the related assets that will ultimately require replacement. In addition, we do not adjust Economic Earnings for tax deductions related to restricted stock expense or amortization of intangible assets. Economic EPS represents Economic Earnings divided by diluted weighted average shares outstanding.
The following tables (in thousands, except share and per share amounts) provide a reconciliation of income attributable to Westwood Holdings Group, Inc. to Economic Earnings and Economic Earnings by segment. We have included the tax impact of adjustments for all periods presented.
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| Three Months Ended September 30, | Change | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | Change | |||||||||||||||||||||||||||||||
| Income attributable to Westwood Holdings Group, Inc. | $ | 3,117 | $ | 3,699 | (16) | % | $ | 5,418 | $ | 5,196 | 4 | % | |||||||||||||||||||||||
| Stock-based compensation expense | 1,044 | 1,303 | (20) | 3,596 | 3,925 | (8) | |||||||||||||||||||||||||||||
| Intangible amortization | 646 | 1,061 | (39) | 2,074 | 3,143 | (34) | |||||||||||||||||||||||||||||
| Tax benefit from goodwill amortization | 136 | 136 | — | 408 | 396 | 3 | |||||||||||||||||||||||||||||
| Tax impacts of adjustments to GAAP net income | (541) | (485) | 12 | (1,279) | (1,640) | (22) | |||||||||||||||||||||||||||||
| Economic Earnings | $ | 4,402 | $ | 5,714 | (23) | % | $ | 10,217 | $ | 11,020 | (7) | % | |||||||||||||||||||||||
| Earnings per diluted share | $ | 0.34 | $ | 0.41 | (17) | % | $ | 0.60 | $ | 0.59 | 2 | % | |||||||||||||||||||||||
| Stock-based compensation expense | 0.11 | 0.15 | (27) | 0.39 | 0.44 | (11) | |||||||||||||||||||||||||||||
| Intangible amortization | 0.08 | 0.11 | (27) | 0.23 | 0.37 | (38) | |||||||||||||||||||||||||||||
| Tax benefit from goodwill amortization | 0.01 | 0.02 | (50) | 0.04 | 0.04 | — | |||||||||||||||||||||||||||||
| Tax impacts of adjustments to GAAP income | (0.06) | (0.05) | 20 | (0.14) | (0.19) | (26) | |||||||||||||||||||||||||||||
| Economic Earnings per diluted share | $ | 0.48 | $ | 0.64 | (25) | % | $ | 1.12 | $ | 1.25 | (10) | % | |||||||||||||||||||||||
| Diluted weighted average shares outstanding | 9,192,363 | 8,941,347 | 9,105,334 | 8,846,168 | |||||||||||||||||||||||||||||||
| Economic Earnings by Segment: | |||||||||||||||||||||||||||||||||||
| Advisory net income | $ | 3,468 | $ | 6,200 | (44) | % | $ | 11,730 | $ | 13,745 | (44) | % | |||||||||||||||||||||||
| Stock-based compensation expense | 488 | 774 | (37) | % | 1,786 | 2,412 | (37) | % | |||||||||||||||||||||||||||
| Intangible amortization | 306 | 714 | (57) | % | 1,054 | 2,102 | (57) | % | |||||||||||||||||||||||||||
| Tax benefit from goodwill amortization | 77 | 77 | 0 | % | 231 | 218 | 0 | % | |||||||||||||||||||||||||||
| Tax impacts of adjustments to GAAP net income | (254) | (305) | (17) | % | (599) | (1,046) | (17) | % | |||||||||||||||||||||||||||
| Advisory Economic Earnings | $ | 4,085 | $ | 7,460 | (45) | % | $ | 14,202 | $ | 17,431 | (19) | % | |||||||||||||||||||||||
| Trust net income | $ | 873 | $ | 893 | (44) | % | $ | 1,405 | $ | 2,171 | (44) | % | |||||||||||||||||||||||
| Stock-based compensation expense | 21 | 12 | (37) | 57 | 34 | (37) | |||||||||||||||||||||||||||||
| Intangible amortization | 340 | 340 | (57) | 1,020 | 1,020 | (57) | |||||||||||||||||||||||||||||
| Tax benefit from goodwill amortization | 59 | 59 | 0 | 177 | 177 | 0 | |||||||||||||||||||||||||||||
| Tax impacts of adjustments to GAAP net income | (115) | (72) | (17) | (240) | (244) | (17) | |||||||||||||||||||||||||||||
| Trust Economic Earnings | $ | 1,178 | $ | 1,232 | (4) | $ | 2,419 | $ | 3,158 | (23) | |||||||||||||||||||||||||
| Other net income | $ | (1,224) | $ | (3,394) | (44) | % | $ | (7,717) | $ | (10,720) | (44) | % | |||||||||||||||||||||||
| Stock-based compensation expense | 535 | 517 | (37) | 1,753 | 1,479 | (37) | |||||||||||||||||||||||||||||
| Intangible amortization | — | 7 | (1) | — | 21 | (1) | |||||||||||||||||||||||||||||
| Tax benefit from goodwill amortization | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Tax impacts of adjustments to GAAP net income | (172) | (108) | (17) | (440) | (349) | (17) | |||||||||||||||||||||||||||||
| Other Economic Earnings | $ | (861) | $ | (2,978) | (71) | $ | (6,404) | $ | (9,569) | (33) | |||||||||||||||||||||||||
| Consolidated Economic Earnings | $ | 4,402 | $ | 5,714 | (23) | % | $ | 10,217 | $ | 11,020 | (7) | % | |||||||||||||||||||||||
Liquidity and Capital Resources
Historically we have funded our operations and cash requirements with cash generated from operating activities. We may seek additional sources of cash to fund investments or acquisitions. These additional sources of cash may take the form of debt, and there can be no assurance that financing would be available at all or, if so, on terms that are acceptable to us. We may also use cash from operations to pay dividends to our stockholders, for deferred contingent consideration payments, or for providing seed capital for certain investments. The changes in net cash provided by operating activities generally reflect changes in earnings plus the effects of non-cash items and changes in working capital, including liquidation of investments
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used to cover current liabilities. Changes in working capital, especially accounts receivable and accounts payable, are generally the result of timing differences between collection of fees billed and payment of operating expenses.
We had cash and investments of $65.0 million and $63.4 million as of September 30, 2026 and December 31, 2025, respectively.
During the nine months ended September 30, 2026, cash flow provided by operating activities of $9.0 million included net sales of equity investments of $6.4 million, partially offset by a use of cash of $2.6 million from the reduction in compensation and benefits payable. During the nine months ended September 30, 2025, cash flow provided by operating activities was $10.9 million, which included net sales of equity investments of $7.8 million, reductions in compensation and benefits payable of $2.1 million and contingent consideration of $4.4 million following the final payment for the revenue retention earn-out.
Cash flow used in investing activities of $5.6 million during the nine months ended September 30, 2026 was related to the net purchases of investments, purchases of leasehold improvements and property and equipment, and returns of capital from private capital investments. Cash flow used in investing activities during the nine months ended September 30, 2025 was related to the purchase of investments and internally developed software.
Cash flows used in financing activities of $5.5 million for the nine months ended September 30, 2026 reflected the payment of dividends and restricted stock returned for the payment of taxes. Cash flows used in financing activities of $5.7 million for the nine months ended September 30, 2025 reflected the payment of dividends, restricted stock returned for the payment of taxes and deferred contingent consideration payments.
Westwood Trust is required to maintain cash and investments in an amount equal to the minimum restricted capital of $4.0 million, as required by the Texas Finance Code. Restricted capital is included in "Cash and cash equivalents" and "Investments, at fair value" in the accompanying Condensed Consolidated Balance Sheets. At September 30, 2026, Westwood Trust had approximately $16.5 million in excess of its minimum capital requirement.
Our future liquidity and capital requirements will depend upon numerous factors, including our results of operations, the timing and magnitude of capital expenditures or strategic initiatives, our dividend policy and other business and risk factors described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. We believe that current cash and short-term investment balances plus cash generated from operations will be sufficient to meet both the operating and capital requirements of our ordinary business operations through at least the next twelve months, however there can be no assurance that we will not require additional financing within this time frame. Failure to raise needed capital on attractive terms, if at all, could have a material adverse effect on our business, financial condition and results of operations.
Critical and Significant Accounting Policies and Estimates
There have been no significant changes in our critical or significant accounting policies and estimates since December 31, 2025. Information with respect to our critical accounting policies and estimates that we believe could have the most significant effect on our reported consolidated results and require difficult, subjective or complex judgment by management is described under “Critical Accounting Policies and Estimates” in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Accounting Developments
Refer to Note 2 “Summary of Significant Accounting Policies” in our Condensed Consolidated Financial Statements included in Part I, Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q for a description of recently issued accounting guidance.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes in our Quantitative and Qualitative Disclosures about Market Risk from those previously reported in our Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
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Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure. An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, our management, including our Chief Executive Officer and our Chief Financial Officer, concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Controls over Financial Reporting
During the quarter ended September 30, 2026, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
Our business and future results may be affected by a number of risks and uncertainties that should be considered carefully. In addition, this report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including the risks described in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and the risks set forth below.
There have been no material changes to the risk factors previously disclosed in the Form 10-K. You should carefully consider the following risks and the risks included in the Company’s Annual Report on Form 10-K, together with all of the other information in this Quarterly Report on Form 10-Q, including our unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. The occurrence of any single risk or any combination of risks could materially and adversely affect our business, financial condition, results of operations, cash flows and the trading price of our common stock.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Our share repurchase program has no expiration date and may be discontinued at any time by the Board of Directors. During the three months ended September 30, 2026, the Company did not repurchase any shares of our common stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the quarter ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
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ITEM 6. EXHIBITS
| 2.1 | ||||||||
| 2.2 | ||||||||
| 2.3 | ||||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 4.1 | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
| 101* | The following financial information from Westwood Holdings Group, Inc.'s Quarterly Report on Form 10-Q for the period ended September 30, 2026, formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025; (ii) Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025; (iii) Condensed Consolidated Statements of Stockholders' Equity; (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025; and (v) Notes to the Condensed Consolidated Financial Statements. | |||||||
| 104* | Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101) | |||||||
* Filed herewith.
** Furnished herewith.
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SIGNATURES
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 thereunto duly authorized.
| Dated: | November 5, 2026 | WESTWOOD HOLDINGS GROUP, INC. | ||||||||||||
| By: | /s/ Brian O. Casey | |||||||||||||
| Brian O. Casey | ||||||||||||||
| Chief Executive Officer | ||||||||||||||
| By: | /s/ Murray Forbes III | |||||||||||||
| Murray Forbes III | ||||||||||||||
| Chief Financial Officer and Treasurer | ||||||||||||||
28
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
SECURITIES EXCHANGE ACT RULES 13a-14(a)
I, Brian O. Casey, certify that:
1.I have reviewed this report on Form 10-Q of Westwood Holdings Group, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: November 5, 2026 | ||
| /s/ Brian O. Casey | ||
| Brian O. Casey | ||
| Chief Executive Officer | ||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
SECURITIES EXCHANGE ACT RULES 13a-14(a)
I, Murray Forbes III, certify that:
1.I have reviewed this report on Form 10-Q of Westwood Holdings Group, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: November 5, 2026 | ||
| /s/ Murray Forbes III | ||
| Murray Forbes III | ||
| Chief Financial Officer and Treasurer | ||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Westwood Holdings Group, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian O. Casey, President & Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.78m or 78o(d)); and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 5, 2026 | ||
| /s/ Brian O. Casey | ||
| Brian O. Casey | ||
| Chief Executive Officer | ||
A signed original of this written statement required by Section 906 has been provided to Westwood Holdings Group, Inc. and will be retained by Westwood Holdings Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Westwood Holdings Group, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Murray Forbes III, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 5, 2026 | ||
| /s/ Murray Forbes III | ||
| Murray Forbes III | ||
| Chief Financial Officer and Treasurer | ||
A signed original of this written statement required by Section 906 has been provided to Westwood Holdings Group, Inc. and will be retained by Westwood Holdings Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.