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0001165002False00011650022026-02-132026-02-1300011650022023-02-152023-02-15

 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 13, 2026
______________________________________________________________________________________________________

WESTWOOD HOLDINGS GROUP, INC.
(Exact name of registrant as specified in charter)
______________________________________________________________________________________________________

Delaware 001-31234 75-2969997
(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)

200 Crescent Court, Suite 1200
Dallas, Texas 75201
(Address of principal executive offices)

(214) 756-6900
(Registrant's telephone number, including area code)

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

    o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share WHG New York Stock Exchange

Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ¨
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨



ITEM 2.02:    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 13, 2026, Westwood Holdings Group, Inc. (“Westwood”) announced its financial results for the quarter ended December 31, 2025, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1.

The information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
ITEM 7.01:    REGULATION FD DISCLOSURE
Westwood announced today that its Board of Directors has approved the payment of a quarterly cash dividend of $0.15 per common share, payable on April 1, 2026 to stockholders of record on March 3, 2026.

ITEM 9.01:    FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits: The following exhibit is furnished with this report:

Exhibit Number                    Description

99.1    Press Release Dated February 13, 2026
104    Cover Page Interactive Date File (embedded within the Inline XBRL document)









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 hereunto duly authorized.

Date: February 13, 2026

            
WESTWOOD HOLDINGS GROUP, INC.
By: /s/ Murray Forbes III
Murray Forbes III
Chief Financial Officer and Treasurer



EX-99.1 2 a4q25earningsrelease.htm EX-99.1 Document


whgleftjustallcap6531a06.jpg
Westwood Holdings Group Reports Fourth Quarter and Full Year 2025 Results
Our expanded ETF platform now exceeds $200 million in AUM
Successful year-end close of WES II with over $300 million in commitments
Managed Investment Solutions team secured its first institutional client

Dallas, TX, February 13, 2026 – Westwood Holdings Group, Inc. (NYSE: WHG) today reported fourth quarter and fiscal year 2025 earnings. Significant items include:
▪Investment strategies beating their primary benchmarks in the fourth quarter included Enhanced Balanced, Total Return, Income Opportunity, Multi-Asset Income, Alternative Income, MLP & Energy Infrastructure, Westwood Salient Enhanced Midstream Income ETF and Westwood Salient Enhanced Energy Income ETF.
▪Income Opportunity posted a top quartile ranking vs. peers and Total Return posted a top decile ranking in the quarter.
▪Quarterly revenues totaled $27.1 million versus the third quarter's $24.3 million and $25.6 million a year ago. Income of $1.9 million compared with $3.7 million in the third quarter and $2.1 million in the fourth quarter of 2024.
▪Non-GAAP Economic Earnings of $3.3 million for the quarter compared with $5.7 million in the third quarter and $3.4 million in the fourth quarter of 2024.
▪Westwood held $44.1 million in cash and liquid investments at December 31, 2025, up $4.5 million from September 30, 2025. Westwood's stockholders' equity totaled $125.6 million as of December 31, 2025 and we continue to have no debt.
▪We declared a cash dividend of $0.15 per common share, payable on April 1, 2026 to stockholders of record on March 3, 2026.
Brian Casey, Westwood’s CEO, commented, "We strengthened our competitive position throughout last year, expanding our ETF platform with the launch of YLDW, our Enhanced Income Opportunity ETF, and we now have more than $200 million in ETF assets. We closed our second flagship energy secondaries fund and two co-investment funds with over $300 million in capital commitments, well above our initial target, and our Managed Investment Solutions business scored its first institutional client win. These achievements underscore our team’s disciplined execution abilities and our commitment to deliver innovative, high‑quality investment solutions for our clients. As we begin this new year, we are well‑positioned to build on these new initiatives."
Revenues increased from the third quarter due to significant investor interest in our exchange-traded funds ("ETFs") and private energy secondaries funds, along with higher performance fees. Revenues increased from 2024's fourth quarter primarily due to higher average assets under management ("AUM") and higher revenues from our ETFs and private energy secondaries funds, partially offset by lower performance fees.
Firmwide assets under management and advisement totaled $17.4 billion, consisting of $16.5 billion in AUM and assets under advisement ("AUA") of $0.9 billion.



Fourth quarter income of $1.9 million compared to $3.7 million in the third quarter due to higher performance-related incentive compensation in the fourth quarter and unrealized appreciation on strategic private investments in the third quarter, offset by higher revenues. Diluted EPS of $0.21 compared to $0.41 per share for the third quarter. Non-GAAP Economic Earnings were $3.3 million, or $0.36 per share, compared to the third quarter's $5.7 million, or $0.64 per share.
Fourth quarter income of $1.9 million compared to last year's fourth quarter of $2.1 million as a result of higher revenues and the impact in 2024 of changes in the fair value of contingent consideration, offset by higher performance-related incentive compensation expenses and additional professional service costs. Diluted EPS of $0.21 compared with $0.24 per share for 2024's fourth quarter. Non-GAAP Economic Earnings of $3.3 million, or $0.36 per share, compared to $3.4 million, or $0.39 per share, in the fourth quarter of 2024.
2025 income of $7.1 million compared to $2.2 million in 2024 on higher revenues, unrealized appreciation on strategic private investments, and the impact in 2024 of changes in the fair value of contingent consideration, offset by higher professional service and information technology costs. Diluted EPS was $0.79 per share compared with $0.26 per share for 2024. Economic EPS of $1.61 compared with $0.82 in 2024.
Economic Earnings and Economic EPS are non-GAAP performance measures that are explained and reconciled with the most comparable GAAP numbers in the attached tables.
Westwood will host a conference call to discuss fourth quarter and fiscal year 2025 results and other business matters at 4:30 p.m. Eastern time today. To join the conference call, please register here:
https://register-conf.media-server.com/register/BI07b829e2b37f4ae6966af1ad4c72fd74
After registering, you will be provided with a dial-in number containing a personalized PIN.
To view the webcast, please register here:
https://edge.media-server.com/mmc/p/qe4gtv6e
Once registered, an email will be sent with important details for this conference call, as well as a unique Registrant ID.
ABOUT WESTWOOD HOLDINGS GROUP
Westwood Holdings Group (NYSE: WHG) is a boutique asset management firm that offers a diverse array of actively-managed and outcome-oriented investment strategies, along with white-glove trust and wealth services, to institutional, intermediary and private wealth clients. For over 40 years, Westwood’s client-first approach has fostered strong, long-term client relationships due to our unwavering commitment to delivering bespoke investment strategies with a vehicle-optimized approach, exceptional counsel and unparalleled client service. Our flexible and agile approach to investing allows us to adapt to constantly changing markets, while continually seeking innovative strategies that meet our investors’ short and long-term needs.
Our team at Westwood comes from varied backgrounds and life experiences, which reflects our origins as a woman-founded firm. We are committed to incorporating diverse insights and knowledge into all aspects of our services and solutions. Our culture and approach to our business reflect our core values - integrity, reliability, responsiveness, adaptability, teamwork and driving results - and underpin our constant pursuit of excellence.
For more information on Westwood, please visit westwoodgroup.com.
Forward-looking Statements



Statements in this press release 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,” “expect,” “could,” 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 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; our ability to maintain an effective system of internal controls; and the other risks detailed from time to time in Westwood’s SEC filings, including, but not limited to, its annual report on Form 10-K for the year ended December 31, 2024 and its quarterly report on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by law, Westwood is not obligated to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.
SOURCE: Westwood Holdings Group, Inc.
(WHG-G)
CONTACT:
Westwood Holdings Group, Inc.
Terry Forbes
Chief Financial Officer and Treasurer
(214) 756-6900



WESTWOOD HOLDINGS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share and share amounts)
(unaudited)

Three Months Ended
December 31, 2025 September 30, 2025 December 31, 2024
REVENUES:
Advisory fees:
Asset-based $ 20,149  $ 18,887  $ 18,025 
Performance-based 874  —  1,393 
Trust fees 5,646  5,416  5,635 
Trust performance-based 260  —  482 
Other, net 172  (14) 47 
Total revenues 27,101  24,289  25,582 
EXPENSES:
Employee compensation and benefits 15,427  13,286  14,090 
Sales and marketing 694  633  641 
Westwood funds 1,303  1,101  880 
Information technology 2,630  2,893  2,450 
Professional services 2,225  1,593  717 
General and administrative 2,658  2,774  3,044 
Loss from change in fair value of contingent consideration —  —  1,199 
Total expenses 24,937  22,280  23,021 
Net operating income 2,164  2,009  2,561 
Net change in unrealized appreciation (depreciation) on private investments —  1,932  — 
Net investment income 470  459  593 
Other income 291  292  219 
Income before income taxes 2,925  4,692  3,373 
Provision for income taxes 1,085  963  1,274 
Net income $ 1,840  $ 3,729  $ 2,099 
Less: income (loss) attributable to noncontrolling interest (23) 30  43 
Income attributable to Westwood Holdings Group, Inc. $ 1,863  $ 3,699  $ 2,056 
Earnings per share:
Basic $ 0.22  $ 0.44  $ 0.25 
Diluted $ 0.21  $ 0.41  $ 0.24 
Weighted average shares outstanding:
Basic 8,418,874 8,418,174 8,271,614
Diluted 9,003,337 8,941,347 8,756,976
Economic Earnings $ 3,276  $ 5,714  $ 3,377 
Economic EPS $ 0.36  $ 0.64  $ 0.39 
Dividends declared per share $ 0.15  $ 0.15  $ 0.15 




WESTWOOD HOLDINGS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share and share amounts)
(unaudited)

Year Ended December 31,
2025 2024
REVENUES:
Advisory fees:
Asset-based $ 74,722  $ 69,755 
Performance-based 874  1,393 
Trust fees 21,560  21,422 
Trust performance-based 260  482 
Other, net 346  1,669 
Total revenues 97,762  94,721 
EXPENSES:
Employee compensation and benefits 56,686  56,011 
Sales and marketing 2,744  2,668 
Westwood funds 4,258  3,254 
Information technology 10,894  9,662 
Professional services 6,917  5,468 
General and administrative 11,290  11,947 
Loss from change in fair value of contingent consideration —  4,881 
Total expenses 92,789  93,891 
Net operating income 4,973  830 
Net change in unrealized appreciation (depreciation) on private investments 1,932  — 
Net investment income 1,655  2,183 
Other income 1,117  1,002 
Income before income taxes 9,677  4,015 
Income tax provision 2,600  1,804 
Net income $ 7,077  $ 2,211 
Less: income (loss) attributable to noncontrolling interest 19  (4)
Income attributable to Westwood Holdings Group, Inc. $ 7,058  $ 2,215 
Earnings per share:
Basic $ 0.84  $ 0.27 
Diluted $ 0.79  $ 0.26 
Weighted average shares outstanding:
Basic 8,374,352 8,163,465
Diluted 8,885,580 8,515,779
Economic Earnings $ 14,296  $ 6,965 
Economic EPS $ 1.61  $ 0.82 
Dividends declared per share $ 0.60  $ 0.60 





WESTWOOD HOLDINGS GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value and share amounts)
(unaudited)
December 31, 2025 December 31, 2024
ASSETS
Cash and cash equivalents $ 26,249  $ 18,847 
Accounts receivable 16,751  14,453 
Investments at fair value (amortized cost of $19,923 and $26,788) 21,433  27,694 
Investments under measurement alternative 15,697  10,747 
Equity method investments 4,303  4,250 
Income taxes receivable —  295 
Other assets 8,453  6,780 
Goodwill 39,501  39,501 
Deferred income taxes 2,452  2,244 
Operating lease right-of-use assets 9,676  2,559 
Intangible assets, net 18,199  21,668 
Property and equipment, net of accumulated depreciation of $8,952 and $8,424 536  951 
Total assets $ 163,250  $ 149,989 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable and accrued liabilities $ 7,584  $ 6,413 
Dividends payable 2,701  2,466 
Compensation and benefits payable 13,626  10,924 
Operating lease liabilities 10,171  3,197 
Income taxes payable 1,493  — 
Contingent consideration —  4,657 
Total liabilities 35,575  27,657 
Stockholders’ Equity:
Common stock, $0.01 par value, authorized 25,000,000 shares, issued 12,337,758 and 12,137,080, respectively and outstanding 9,394,066 and 9,234,575, respectively 124  122 
Additional paid-in capital 206,120  202,239 
Treasury stock, at cost – 2,983,692 and 2,902,505 shares, respectively (89,612) (88,277)
Retained earnings 8,983  6,207 
Total Westwood Holdings Group, Inc. stockholders' equity 125,615  120,291 
Noncontrolling interest in consolidated subsidiary 2,060  2,041 
Total equity 127,675  122,332 
Total liabilities and stockholders’ equity $ 163,250  $ 149,989 




WESTWOOD HOLDINGS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Year ended December 31,
2025 2024
Cash flows from operating activities:
Net income $ 7,077  $ 2,211 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 501  602 
Amortization of intangible assets 3,945  4,148 
Net change in unrealized (appreciation) depreciation on investments (1,999) (790)
Stock-based compensation expense 5,148  5,537 
Deferred income taxes (208) (1,518)
Non-cash lease expense 1,015  1,115 
Fair value change of contingent consideration —  4,881 
Changes in operating assets and liabilities:    
Accounts receivable (2,298) (59)
Other assets (1,673) (1,227)
Accounts payable and accrued liabilities 1,171  283 
Compensation and benefits payable 2,702  1,385 
Income taxes receivable and payable 1,788  (90)
Other liabilities (1,148) (1,402)
Net sales of trading securities 6,390  6,046 
Contingent consideration (4,442) — 
Net cash provided by operating activities 17,969  21,122 
Cash flows from investing activities:
Purchases of investments (3,131) (3,500)
Purchases of property and equipment (86) (109)
Additions to internally developed software (449) (1,004)
Net cash used in investing activities (3,666) (4,613)
Cash flows from financing activities:
Purchases of treasury stock —  (1,348)
Restricted stock returned for payment of taxes (1,335) (939)
Payment of contingent consideration in acquisition (201) (10,357)
Cash dividends (5,365) (5,440)
Net cash used in financing activities (6,901) (18,084)
Net change in cash and cash equivalents 7,402  (1,575)
Cash and cash equivalents, beginning of period 18,847  20,422 
Cash and cash equivalents, end of period $ 26,249  $ 18,847 
Supplemental cash flow information:
Cash paid during the period for income taxes $ 1,019  $ 3,431 
Right-of-use assets obtained in exchange for operating lease liabilities $ 8,133  $ — 
Accrued dividends $ 2,701  $ 2,466 





WESTWOOD HOLDINGS GROUP, INC.
Reconciliation of Income Attributable to Westwood Holdings Group, Inc. to Economic Earnings
(in thousands, except per share and share amounts)
(unaudited)
As supplemental information, we are providing non-GAAP performance measures that we refer to as Economic earnings and Economic earnings per share. 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 earnings per share 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. Although gains and losses from changes in the fair value of contingent consideration are non-cash, we do not add or subtract those back when calculating Economic earnings because gains and losses on changes in the fair value of contingent consideration are considered regular following an acquisition. In addition, we do not adjust Economic earnings for tax deductions related to restricted stock expense or amortization of intangible assets. Economic earnings per share represents Economic earnings divided by diluted weighted average shares outstanding.
Three Months Ended
December 31,
2025
September 30,
2025
December 31,
2024
Income attributable to Westwood Holdings Group, Inc. $ 1,863  $ 3,699  $ 2,056 
Stock-based compensation expense 1,223  1,303  1,216 
Intangible amortization 802  1,061  1,063 
Tax benefit from goodwill amortization 136  136  (97)
Tax impact of adjustments to GAAP income (748) (485) (861)
Economic Earnings $ 3,276  $ 5,714  $ 3,377 
Earnings per share $ 0.21  $ 0.41  $ 0.23 
Stock-based compensation expense 0.14  0.15  0.14 
Intangible amortization 0.07  0.11  0.13 
Tax benefit from goodwill amortization 0.02  0.02  (0.01)
Tax impact of adjustments to GAAP income (0.08) (0.05) (0.10)
Economic EPS $ 0.36  $ 0.64  $ 0.39 
Diluted weighted average shares 9,003,337 8,941,347 8,756,976



Year Ended December 31,
2025 2024
Income attributable to Westwood Holdings Group, Inc. $ 7,058  $ 2,215 
Stock-based compensation expense 5,148  5,537 
Intangible amortization 3,945  4,148 
Tax benefit from goodwill amortization 533  340 
Tax impact of adjustments to GAAP income (2,388) (5,275)
Economic Earnings $ 14,296  $ 6,965 
Earnings per share $ 0.79  $ 0.26 
Stock-based compensation expense 0.58  0.65 
Intangible amortization 0.45  0.49 
Tax benefit from goodwill amortization 0.06  0.04 
Tax impact of adjustments to GAAP income (0.27) (0.62)
Economic EPS $ 1.61  $ 0.82 
Diluted weighted average shares 8,885,580 8,515,779