株探米国株
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エドガーで原本を確認する
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
 _____________________________________________________
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
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 001-32975
____________________________________________________
EVERCORE INC.
(Exact name of registrant as specified in its charter)
 ____________________________________________________
Delaware 20-4748747
(State or Other Jurisdiction of
Incorporation or Organization)		 (I.R.S. Employer
Identification No.)
55 East 52nd Street
New York,
New York
10055
(Address of principal executive offices)
Registrant’s telephone number, including area code: (212) 857-3100
N/A
(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
Class A Common Stock, par value $0.01 per share EVR New York Stock Exchange

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, a smaller reporting company or an emerging growth company. See the definitions 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 ☐
Non-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 financial 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  ☒

The number of shares of the registrant’s Class A common stock, par value $0.01 per share, outstanding as of October 22, 2025 was 38,678,117. The number of shares of the registrant’s Class B common stock, par value $0.01 per share, outstanding as of October 22, 2025 was 46 (excluding 54 shares of Class B common stock held by a subsidiary of the registrant).

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In this report, references to "Evercore", the "Company", "we", "us", "our" refer to Evercore Inc., a Delaware corporation, and its consolidated subsidiaries. Unless the context otherwise requires, references to (1) "Evercore Inc." refer solely to Evercore Inc., and not to any of its consolidated subsidiaries and (2) "Evercore LP" refer solely to Evercore LP, a Delaware limited partnership, and not to any of its consolidated subsidiaries. 
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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
Condensed Consolidated Financial Statements (Unaudited) Page















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EVERCORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
(dollars in thousands, except share data)
September 30, 2025 December 31, 2024
Assets
Current Assets
Cash and Cash Equivalents $ 851,908  $ 873,045 
Investment Securities and Certificates of Deposit (includes available-for-sale debt securities with an amortized cost of $716,614 and $813,507 at September 30, 2025 and December 31, 2024, respectively)
 1,565,137  1,519,381 
Accounts Receivable (net of allowances of $2,164 and $2,253 at September 30, 2025 and December 31, 2024, respectively)
 523,321  421,502 
Receivable from Employees and Related Parties 38,590  33,566 
Other Current Assets 161,615  140,407 
Total Current Assets 3,140,571  2,987,901 
Investments 17,680  18,673 
Deferred Tax Assets 302,991  284,508 
Operating Lease Right-of-Use Assets 435,689  439,458 
Furniture, Equipment and Leasehold Improvements (net of accumulated depreciation and amortization of $166,598 and $151,455 at September 30, 2025 and December 31, 2024, respectively)
 188,947  144,756 
Goodwill 128,576  124,452 
Other Assets 207,792  174,223 
Total Assets $ 4,422,246  $ 4,173,971 
Liabilities and Equity
Current Liabilities
Accrued Compensation and Benefits $ 881,526  $ 1,024,076 
Accounts Payable and Accrued Expenses 37,480  29,041 
Payable to Employees and Related Parties 66,056  48,494 
Operating Lease Liabilities 61,759  55,253 
Taxes Payable 6,733  4,781 
Current Portion of Notes Payable 47,962  37,951 
Other Current Liabilities 56,533  30,205 
Total Current Liabilities 1,158,049  1,229,801 
Operating Lease Liabilities 482,891  494,169 
Notes Payable 540,353  335,944 
Amounts Due Pursuant to Tax Receivable Agreements 61,943  52,968 
Other Long-term Liabilities 93,350  119,281 
Total Liabilities 2,336,586  2,232,163 
Commitments and Contingencies (Note 16)
Equity
Evercore Inc. Stockholders' Equity
Common Stock
Class A, par value $0.01 per share (1,000,000,000 shares authorized, 87,122,217 and 84,767,922 issued at September 30, 2025 and December 31, 2024, respectively, and 38,558,476 and 38,116,350 outstanding at September 30, 2025 and December 31, 2024, respectively)
 871  848 
Class B, par value $0.01 per share (1,000,000 shares authorized, 46 and 45 issued and outstanding at September 30, 2025 and December 31, 2024, respectively)
 —  — 
Additional Paid-In Capital 3,817,280  3,510,356 
Accumulated Other Comprehensive Income (Loss) (15,183) (36,057)
Retained Earnings 2,414,099  2,133,919 
Treasury Stock at Cost (48,563,741 and 46,651,572 shares at September 30, 2025 and December 31, 2024, respectively)
 (4,407,621) (3,901,424)
Total Evercore Inc. Stockholders' Equity 1,809,446  1,707,642 
Noncontrolling Interest 276,214  234,166 
Total Equity 2,085,660  1,941,808 
Total Liabilities and Equity $ 4,422,246  $ 4,173,971 
See Notes to Unaudited Condensed Consolidated Financial Statements.
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EVERCORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(dollars and share amounts in thousands, except per share data)
  For the Three Months Ended September 30, For the Nine Months Ended September 30,
  2025 2024 2025 2024
Revenues
Investment Banking & Equities:
Advisory Fees $ 883,712  $ 592,980  $ 2,138,805  $ 1,591,049 
Underwriting Fees 43,730  44,132  130,191  130,666 
Commissions and Related Revenue 62,816  54,559  176,198  155,996 
Asset Management and Administration Fees 22,477  20,555  64,144  58,454 
Other Revenue, Including Interest and Investments 33,259  26,194  73,718  80,671 
Total Revenues 1,045,994  738,420  2,583,056  2,016,836 
Interest Expense 7,110  4,198  15,513  12,575 
Net Revenues 1,038,884  734,222  2,567,543  2,004,261 
Expenses
Employee Compensation and Benefits 680,652  488,010  1,689,088  1,334,650 
Occupancy and Equipment Rental 27,530  23,087  80,175  66,832 
Professional Fees(1)
 25,672  21,848  71,195  68,495 
Travel and Related Expenses 23,246  18,278  69,248  58,884 
Technology and Information Services(1)
 36,954  31,707  106,908  89,320 
Depreciation and Amortization 7,856  5,896  20,282  18,628 
Execution, Clearing and Custody Fees 2,962  3,346  9,488  9,738 
Special Charges, Including Business Realignment Costs —  7,305  —  7,305 
Acquisition and Transition Costs 3,516  —  5,153  — 
Other Operating Expenses 14,290  12,752  38,227  36,053 
Total Expenses 822,678  612,229  2,089,764  1,689,905 
Income Before Income from Equity Method Investments and Income Taxes 216,206  121,993  477,779  314,356 
Income from Equity Method Investments 1,082  1,072  2,776  5,254 
Income Before Income Taxes 217,288  123,065  480,555  319,610 
Provision for Income Taxes 59,794  34,971  62,332  56,659 
Net Income 157,494  88,094  418,223  262,951 
Net Income Attributable to Noncontrolling Interest 12,911  9,701  30,255  25,107 
Net Income Attributable to Evercore Inc. $ 144,583  $ 78,393  $ 387,968  $ 237,844 
Net Income Attributable to Evercore Inc. Common Shareholders $ 144,583  $ 78,393  $ 387,968  $ 237,844 
Weighted Average Shares of Class A Common Stock Outstanding
Basic 38,721  38,294  38,718  38,411 
Diluted 42,419  42,038  41,897  41,325 
Net Income Per Share Attributable to Evercore Inc. Common Shareholders:
Basic $ 3.73  $ 2.05  $ 10.02  $ 6.19 
Diluted $ 3.41  $ 1.86  $ 9.26  $ 5.76 
(1)Certain balances in prior periods were reclassified to conform to the current presentation. See Note 2 for further information.

See Notes to Unaudited Condensed Consolidated Financial Statements.
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EVERCORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(dollars in thousands)
For the Three Months Ended September 30, For the Nine Months Ended September 30,
  2025 2024 2025 2024
Net Income $ 157,494  $ 88,094  $ 418,223  $ 262,951 
Other Comprehensive Income (Loss), net of tax:
Unrealized Gain (Loss) on Securities and Investments, net 93  (75) (130) (116)
Foreign Currency Translation Adjustment Gain (Loss), net (4,693) 11,761  22,699  7,474 
Other Comprehensive Income (Loss) (4,600) 11,686  22,569  7,358 
Comprehensive Income 152,894  99,780  440,792  270,309 
Comprehensive Income Attributable to Noncontrolling Interest 12,577  10,696  31,950  25,737 
Comprehensive Income Attributable to Evercore Inc. $ 140,317  $ 89,084  $ 408,842  $ 244,572 

See Notes to Unaudited Condensed Consolidated Financial Statements.




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EVERCORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
(dollars in thousands, except share data)

For the Three Months Ended September 30, 2025
Accumulated
Additional Other
Class A Common Stock Paid-In Comprehensive Retained Treasury Stock Noncontrolling Total
Shares Dollars Capital Income (Loss) Earnings Shares Dollars Interest Equity
Balance at June 30, 2025 86,982,643  $ 870  $ 3,709,719  $ (10,917) $ 2,305,996  (48,389,127) $ (4,350,589) $ 263,415  $ 1,918,494 
Net Income —  —  —  —  144,583  —  —  12,911  157,494 
Other Comprehensive Income (Loss) —  —  —  (4,266) —  —  —  (334) (4,600)
Treasury Stock Purchases —  —  —  —  —  (174,614) (57,032) —  (57,032)
Evercore LP Units Exchanged for Class A Common Stock 106,957  1  16,438  —  —  —  —  (11,806) 4,633 
Equity-based Compensation Awards 32,617  —  92,691  —  —  —  —  20,977  113,668 
Dividends —  —  —  —  (36,480) —  —  —  (36,480)
Noncontrolling Interest (Note 13) —  —  (1,568) —  —  —  —  (8,949) (10,517)
Balance at September 30, 2025 87,122,217  $ 871  $ 3,817,280  $ (15,183) $ 2,414,099  (48,563,741) $ (4,407,621) $ 276,214  $ 2,085,660 
  For the Nine Months Ended September 30, 2025
Accumulated
Additional Other
  Class A Common Stock Paid-In Comprehensive Retained Treasury Stock Noncontrolling Total
  Shares Dollars Capital Income (Loss) Earnings Shares Dollars Interest Equity
Balance at December 31, 2024 84,767,922  $ 848  $ 3,510,356  $ (36,057) $ 2,133,919  (46,651,572) $ (3,901,424) $ 234,166  $ 1,941,808 
Net Income —  —  —  —  387,968  —  —  30,255  418,223 
Other Comprehensive Income —  —  —  20,874  —  —  —  1,695  22,569 
Treasury Stock Purchases —  —  —  —  —  (1,912,169) (506,197) —  (506,197)
Evercore LP Units Exchanged for Class A Common Stock 217,274  2  29,879  —  —  —  —  (22,773) 7,108 
Equity-based Compensation Awards 2,137,021  21  279,833  —  —  —  —  53,551  333,405 
Dividends —  —  —  —  (107,788) —  —  —  (107,788)
Noncontrolling Interest (Note 13) —  —  (2,788) —  —  —  —  (20,680) (23,468)
Balance at September 30, 2025 87,122,217  $ 871  $ 3,817,280  $ (15,183) $ 2,414,099  (48,563,741) $ (4,407,621) $ 276,214  $ 2,085,660 
For the Three Months Ended September 30, 2024
Accumulated
Additional Other
Class A Common Stock Paid-In Comprehensive Retained Treasury Stock Noncontrolling Total
Shares Dollars Capital Income (Loss) Earnings Shares Dollars Interest Equity
Balance at June 30, 2024 84,435,812  $ 844  $ 3,331,726  $ (30,501) $ 1,984,130  (46,117,928) $ (3,770,688) $ 212,015  $ 1,727,526 
Net Income —  —  —  —  78,393  —  —  9,701  88,094 
Other Comprehensive Income —  —  —  10,691  —  —  —  995  11,686 
Treasury Stock Purchases —  —  —  —  —  (425,492) (100,401) —  (100,401)
Evercore LP Units Exchanged for Class A Common Stock 92,968  1  11,308  —  —  —  —  (6,955) 4,354 
Equity-based Compensation Awards 58,319  1  75,884  —  —  —  —  16,158  92,043 
Dividends —  —  —  —  (34,541) —  —  —  (34,541)
Noncontrolling Interest (Note 13) —  —  —  —  —  —  —  (8,807) (8,807)
Balance at September 30, 2024 84,587,099  $ 846  $ 3,418,918  $ (19,810) $ 2,027,982  (46,543,420) $ (3,871,089) $ 223,107  $ 1,779,954 
  For the Nine Months Ended September 30, 2024
        Accumulated          
      Additional Other        
  Class A Common Stock Paid-In Comprehensive Retained Treasury Stock Noncontrolling Total
  Shares Dollars Capital Income (Loss) Earnings Shares Dollars Interest Equity
Balance at December 31, 2023 82,114,009  $ 821  $ 3,163,198  $ (26,538) $ 1,892,656  (44,340,396) $ (3,453,203) $ 205,556  $ 1,782,490 
Net Income —  —  —  —  237,844  —  —  25,107  262,951 
Other Comprehensive Income —  —  —  6,728  —  —  —  630  7,358 
Treasury Stock Purchases —  —  —  —  —  (2,203,024) (417,886) —  (417,886)
Evercore LP Units Exchanged for Class A Common Stock 218,244  2  22,580  —  —  —  —  (15,608) 6,974 
Equity-based Compensation Awards 2,254,846  23  234,109  —  —  —  —  31,987  266,119 
Dividends —  —  —  —  (102,518) —  —  —  (102,518)
Noncontrolling Interest (Note 13) —  —  (969) —  —  —  —  (24,565) (25,534)
Balance at September 30, 2024 84,587,099  $ 846  $ 3,418,918  $ (19,810) $ 2,027,982  (46,543,420) $ (3,871,089) $ 223,107  $ 1,779,954 

See Notes to Unaudited Condensed Consolidated Financial Statements.






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EVERCORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(dollars in thousands)
  For the Nine Months Ended September 30,
  2025 2024
Cash Flows From Operating Activities
Net Income $ 418,223  $ 262,951 
Adjustments to Reconcile Net Income to Net Cash Provided by (Used In) Operating Activities:
Net (Gains) Losses on Investments, Investment Securities and Contingent Consideration (20,253) (30,153)
Equity Method Investments, Including (Gains) Losses on Sales and Redemptions (88) 7,461 
Equity-Based and Other Deferred Compensation 507,958  432,511 
Noncash Lease Expense 37,262  31,638 
Depreciation, Amortization and Accretion, net 3,767  415 
Bad Debt Expense 4,815  2,133 
Deferred Taxes (9,220) (1,199)
Decrease (Increase) in Operating Assets:
Investment Securities 15,763  24,116 
Accounts Receivable (99,474) (41,705)
Receivable from Employees and Related Parties (4,644) (6,624)
Other Assets (52,008) (46,650)
(Decrease) Increase in Operating Liabilities:
Accrued Compensation and Benefits (274,712) (329,246)
Accounts Payable and Accrued Expenses 9,033  8,355 
Payables to Employees and Related Parties 11,620  3,372 
Taxes Payable 1,952  (3,501)
Other Liabilities (100,997) (12,107)
Net Cash Provided by Operating Activities 448,997  301,767 
Cash Flows From Investing Activities
Investments Purchased (1,000) — 
Proceeds from Sale of Investments —  18,113 
Distributions of Private Equity Investments 1,270  — 
Investment Securities:
Proceeds from Sales and Maturities of Investment Securities 2,127,208  2,286,413 
Purchases of Investment Securities (2,080,001) (2,069,022)
Maturity of Certificates of Deposit 106,781  129,081 
Purchase of Certificates of Deposit (177,348) (168,685)
Purchase of Furniture, Equipment and Leasehold Improvements (65,140) (16,769)
Net Cash Provided by (Used in) Investing Activities (88,230) 179,131 
Cash Flows From Financing Activities
Issuance of Noncontrolling Interests 1,331  85 
Distributions to Noncontrolling Interests (22,141) (24,633)
Payments Under Tax Receivable Agreement (597) (607)
Payment of Notes Payable (38,000) — 
Issuance of Notes Payable 250,000  — 
Debt Issuance Costs (342) — 
Purchase of Treasury Stock and Noncontrolling Interests (487,550) (420,514)
Dividends (111,914) (104,982)
Net Cash Provided by (Used in) Financing Activities (409,213) (550,651)
Effect of Exchange Rate Changes on Cash 27,930  6,298 
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash (20,516) (63,455)
Cash, Cash Equivalents and Restricted Cash – Beginning of Period 882,107  605,484 
Cash, Cash Equivalents and Restricted Cash – End of Period $ 861,591  $ 542,029 
SUPPLEMENTAL CASH FLOW DISCLOSURE
Payments for Interest $ 10,352  $ 9,886 
Payments for Income Taxes $ 77,756  $ 76,434 
Accrued Dividends $ 11,633  $ 12,145 
Redemption of Luminis Interest $ —  $ 7,305 

See Notes to Unaudited Condensed Consolidated Financial Statements.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Note 1 – Organization
Evercore Inc., together with its subsidiaries (the "Company"), is an investment banking and investment management firm, incorporated in Delaware and headquartered in New York, New York. The Company is a holding company which owns a controlling interest in, and is the sole general partner of, Evercore LP, a Delaware limited partnership ("Evercore LP"). The Company operates from its offices and through its affiliates in the Americas, Europe, the Middle East and Asia.
The Investment Banking & Equities segment includes the investment banking business through which the Company provides advice to clients on significant mergers, acquisitions, divestitures, shareholder activism and other strategic corporate transactions, with a particular focus on advising prominent multinational corporations and substantial private equity firms on large, complex transactions. The Company also provides liability management and restructuring advice to companies in financial transition, as well as to creditors, shareholders and potential acquirers. In addition, the Company provides its clients with capital markets advice, underwrites securities offerings, raises funds for financial sponsors and provides advisory services focused on partnerships and private funds interests, as well as on primary and secondary transactions for real estate oriented financial sponsors and private equity interests. The Investment Banking & Equities segment also includes the equities business through which the Company offers macroeconomic, policy and fundamental equity research and agency-based equity securities trading for institutional investors. The Company's interest in Seneca Advisors LTDA ("Seneca Evercore"), which is accounted for under the equity method of accounting, and the Company's former interest in Luminis Partners ("Luminis", through September 2024), are also reflected in the Investment Banking & Equities segment.
The Investment Management segment includes the wealth management business through which the Company provides investment advisory, wealth management and fiduciary services for high-net-worth individuals and associated entities, and the private equity business, which holds interests in private equity funds which are not managed by the Company. The Investment Management segment also includes an interest in Atalanta Sosnoff Capital, LLC ("Atalanta Sosnoff"), which is accounted for under the equity method of accounting, and the Company's former interest in ABS Investment Management Holdings LP and ABS Investment Management GP LLC (collectively, "ABS", through July 2024).
Note 2 – Significant Accounting Policies
For a further discussion of the Company's accounting policies, refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
Basis of Presentation – The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q. As permitted by the rules and regulations of the United States Securities and Exchange Commission, the unaudited condensed consolidated financial statements contain certain condensed financial information and exclude certain footnote disclosures normally included in audited consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The accompanying condensed consolidated financial statements are unaudited and are prepared in accordance with U.S. GAAP. In the opinion of the Company's management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, including normal recurring accruals, necessary to fairly present the accompanying unaudited condensed consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2024. The December 31, 2024 Unaudited Condensed Consolidated Statements of Financial Condition data was derived from audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP. Operating results for interim periods are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025.
The accompanying unaudited condensed consolidated financial statements of the Company are comprised of the consolidation of Evercore LP and Evercore LP's wholly-owned and majority-owned direct and indirect subsidiaries, including Evercore Group L.L.C. ("EGL"), a registered broker-dealer in the U.S. The Company's policy is to consolidate all subsidiaries in which it has a controlling financial interest, as well as any variable interest entities ("VIEs") where the Company is deemed to be the primary beneficiary, when it has the power to make the decisions that most significantly affect the economic performance of the VIE and has the obligation to absorb significant losses or the right to receive benefits that could potentially be significant to the VIE. The Company reviews factors, including the rights of the equity holders and obligations of equity holders to absorb losses or receive expected residual returns, to determine if the investment is a VIE. In evaluating whether the Company is the primary beneficiary, the Company evaluates its economic interests in the entity held either directly or indirectly by the Company. The consolidation analysis is generally performed qualitatively. This analysis, which requires judgment, is performed at each reporting date.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Evercore LP is a VIE and the Company is the primary beneficiary. Specifically, the Company has the majority economic interest in Evercore LP and has decision making authority that significantly affects the economic performance of the entity while the limited partners have no kick-out or substantive participating rights. The assets and liabilities of Evercore LP represent substantially all of the consolidated assets and liabilities of the Company with the exception of U.S. corporate taxes and related items, which are presented on the Company's (Parent Company Only) Condensed Statements of Financial Condition in Note 24 to the Company's consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
Evercore ISI International Limited ("Evercore ISI U.K."), Evercore Partners International LLP ("Evercore U.K."), Evercore (Japan) Ltd. ("Evercore Japan"), Evercore Consulting (Beijing) Co. Ltd. ("Evercore Beijing"), Evercore Partners Canada Ltd. ("Evercore Canada"), Evercore Asia Limited ("Evercore Hong Kong") and Evercore Asia (Singapore) Pte. Ltd. ("Evercore Singapore") are also VIEs, and the Company is the primary beneficiary of these VIEs. Specifically for Evercore ISI U.K., Evercore Japan, Evercore Beijing, Evercore Canada, Evercore Hong Kong and Evercore Singapore (as of January 1, 2025 for Evercore Singapore), the Company provides financial support through transfer pricing agreements with these entities, which exposes the Company to losses that are potentially significant to these entities, and has decision making authority that significantly affects the economic performance of these entities. The Company has the majority economic interest in Evercore U.K. and has decision making authority that significantly affects the economic performance of this entity. The Company included in its Unaudited Condensed Consolidated Statements of Financial Condition Evercore ISI U.K., Evercore U.K., Evercore Japan, Evercore Beijing, Evercore Canada, Evercore Hong Kong and Evercore Singapore assets of $962,003 and liabilities of $236,451 at September 30, 2025 and Evercore ISI U.K., Evercore U.K., Evercore Japan, Evercore Beijing, Evercore Canada and Evercore Hong Kong assets of $581,814 and liabilities of $246,321 at December 31, 2024.
All intercompany balances and transactions with the Company's subsidiaries have been eliminated upon consolidation.
Reclassifications – During the second quarter of 2025, certain balances on the Unaudited Condensed Consolidated Statements of Operations for prior periods were reclassified to conform to the current presentation, with no impact on previously reported Net Income.
Technology and Information Services – The Company renamed "Communications and Information Services" to "Technology and Information Services" on the Unaudited Condensed Consolidated Statements of Operations and reclassified $10,465 and $29,325 of technology and related expenses from "Professional Fees" to "Technology and Information Services" for the three and nine months ended September 30, 2024, respectively.
The prior period reclassifications from "Professional Fees" to "Technology and Information Services" are as follows: $10,223 for the three months ended March 31, 2025; $9,009, $9,851, $10,465 and $10,196 for the three months ended March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024, respectively, and $39,521 for the twelve months ended December 31, 2024; $8,567, $8,186, $9,241 and $9,066 for the three months ended March 31, 2023, June 30, 2023, September 30, 2023 and December 31, 2023, respectively, and $35,060 for the twelve months ended December 31, 2023.
Note 3 – Recent Accounting Pronouncements
ASU 2023-07 – In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, "Improvements to Reportable Segment Disclosures" ("ASU 2023-07"). ASU 2023-07 provides amendments to Accounting Standards Codification ("ASC") 280, "Segment Reporting" ("ASC 280"), which require disclosure of incremental segment information on an annual and interim basis, and require that all annual disclosures currently required by ASC 280 about a reportable segment's profit or loss and assets are also provided in interim periods. The amendments in this update are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments require retrospective application. The Company adopted ASU 2023-07 on January 1, 2024. The adoption of ASU 2023-07 resulted in the Company providing disclosure of incremental segment information, including significant segment expenses that are regularly provided to the Company's Chief Operating Decision Maker ("CODM"). See Note 19 for further information.
ASU 2023-09 – In December 2023, the FASB issued ASU No. 2023-09, "Improvements to Income Tax Disclosures" ("ASU 2023-09"). ASU 2023-09 provides amendments to ASC 740, "Income Taxes," which require greater disaggregation of information in a reporting entity's effective tax rate reconciliation, require disaggregation of income taxes paid by federal, state, and foreign jurisdictions and add or modify certain other disclosure requirements. The amendments in this update are effective for annual periods beginning after December 15, 2024. While ASU 2023-09 implements further income tax disclosure requirements, it does not change how an entity determines its income tax obligation, and it will have no impact on the Company's financial condition, results of operations or cash flows.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
ASU 2024-01 – In March 2024, the FASB issued ASU No. 2024-01, "Compensation – Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards" ("ASU 2024-01"). ASU 2024-01 provides amendments to ASC 718, "Compensation – Stock Compensation," which provide guidance in determining whether profits interest and similar awards should be accounted for as share-based arrangements within the scope of Topic 718. The amendments in this update are effective for annual periods beginning after December 15, 2024. The amendments should be applied on a prospective or retrospective basis. The Company adopted ASU 2024-01 on January 1, 2025 on a prospective basis. The adoption of ASU 2024-01 did not have a material impact on the Company's financial condition, results of operations and cash flows, or disclosures thereto.
ASU 2024-03 – In November 2024, the FASB issued ASU No. 2024-03, "Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses" ("ASU 2024-03"). ASU 2024-03 provides amendments to ASC 220, "Income Statement – Reporting Comprehensive Income", which require disaggregated disclosure of certain income statement expense captions into specified categories within the notes to the financial statements. The amendments in this update are effective for annual periods beginning after December 15, 2026, with early adoption permitted. The amendments should be applied on a prospective or retrospective basis. The Company is currently assessing the impact of this update on the Company's financial condition, results of operations and cash flows, or disclosures thereto.
ASU 2025-03 – In May 2025, the FASB issued ASU No. 2025-03, "Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity" ("ASU 2025-03"). ASU 2025-03 provides amendments to ASC 805, "Business Combinations", and to ASC 810, "Consolidation", which revise the guidance for determining the accounting acquirer in a transaction effected primarily by exchanging equity interests in which the legal acquiree is a VIE that meets the definition of a business. The amendments in this update are effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied on a prospective basis. The Company is currently assessing the impact of this update on the Company's financial condition, results of operations and cash flows, or disclosures thereto.
ASU 2025-05 – In July 2025, the FASB issued ASU No. 2025-05, "Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets" ("ASU 2025-05"). ASU 2025-05 provides amendments to ASC 326, "Financial Instruments – Credit Losses", which allow entities to elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset when developing reasonable and supportable forecasts as part of estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, "Revenue from Contracts with Customers" ("ASC 606"). The amendments in this update are effective for fiscal years beginning after December 15, 2025 and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied on a prospective basis. The Company is currently assessing the impact of this update on the Company's financial condition, results of operations and cash flows, or disclosures thereto.
ASU 2025-06 – In September 2025, the FASB issued ASU No. 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 provides amendments to ASC 350-40, "Intangibles – Goodwill and Other – Internal-Use Software", which revise the guidance for the accounting and disclosure of internal-use software costs. The amendments in this update are effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied on a prospective, retrospective or modified basis. The Company is currently assessing the impact of this update on the Company's financial condition, results of operations and cash flows, or disclosures thereto.





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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Note 4 – Revenue and Accounts Receivable

The following table presents revenue recognized by the Company for the three and nine months ended September 30, 2025 and 2024:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 2025 2024
Investment Banking & Equities:
Advisory Fees $ 883,712  $ 592,980  $ 2,138,805  $ 1,591,049 
Underwriting Fees 43,730  44,132  130,191  130,666 
Commissions and Related Revenue 62,816  54,559  176,198  155,996 
Total Investment Banking & Equities $ 990,258  $ 691,671  $ 2,445,194  $ 1,877,711 
Investment Management:
Asset Management and Administration Fees:
Wealth Management
 $ 22,477  $ 20,555  $ 64,144  $ 58,454 
Total Investment Management $ 22,477  $ 20,555  $ 64,144  $ 58,454 
Contract Balances
The change in the Company’s contract assets and liabilities during the following periods primarily reflects timing differences between the Company’s performance and the client’s payment. The Company’s receivables, contract assets and deferred revenue (contract liabilities) for the nine months ended September 30, 2025 and 2024 are as follows:
For the Nine Months Ended September 30, 2025
Receivables
(Current)(1)
Receivables
(Long-term)(2)
Contract Assets (Current)(3)
Contract Assets (Long-term)(2)
Deferred Revenue
(Contract Liabilities)(4)
Balance at January 1, 2025 $ 421,502  $ 101,314  $ 62,379  $ 14,477  $ 3,582 
Increase (Decrease) 101,819  11,925  (1,053) 17,616  2,165 
Balance at September 30, 2025 $ 523,321  $ 113,239  $ 61,326  $ 32,093  $ 5,747 
For the Nine Months Ended September 30, 2024
Receivables
(Current)(1)
Receivables
(Long-term)(2)
Contract Assets (Current)(3)
Contract Assets (Long-term)(2)
Deferred Revenue
(Contract Liabilities)(4)
Balance at January 1, 2024 $ 371,606  $ 93,689  $ 85,401  $ 5,845  $ 3,524 
Increase (Decrease) 43,888  3,945  25,076  (3,170) 1,082 
Balance at September 30, 2024 $ 415,494  $ 97,634  $ 110,477  $ 2,675  $ 4,606 
(1)Included in Accounts Receivable on the Unaudited Condensed Consolidated Statements of Financial Condition.
(2)Included in Other Assets on the Unaudited Condensed Consolidated Statements of Financial Condition.
(3)Included in Other Current Assets on the Unaudited Condensed Consolidated Statements of Financial Condition.
(4)Included in Other Current Liabilities on the Unaudited Condensed Consolidated Statements of Financial Condition.
The Company's contract assets represent arrangements in which an estimate of variable consideration has been included in the transaction price and thereby recognized as revenue that precedes the contractual due date. Under ASC 606, revenue is recognized when all material conditions for completion have been met and it is probable that a significant revenue reversal will not occur in a future period.
The Company recognized revenue of $5,633 and $16,674 on the Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025, respectively, and $6,340 and $16,689 for the three and nine months ended September 30, 2024, respectively, that was initially included in deferred revenue within Other Current Liabilities on the Company’s Unaudited Condensed Consolidated Statements of Financial Condition.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Generally, performance obligations under client arrangements will be settled within one year; therefore, the Company has elected to apply the practical expedient in ASC 606-10-50-14.
The allowance for credit losses for the three and nine months ended September 30, 2025 and 2024 is as follows:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 2025 2024
Beginning Balance $ 3,894  $ 4,991  $ 2,253  $ 5,603 
Bad debt expense, net of reversals 1,286  1,162  4,815  2,133 
Write-offs, foreign currency translation and other adjustments (3,016) —  (4,904) (1,583)
Ending Balance $ 2,164  $ 6,153  $ 2,164  $ 6,153 
The change in the balance during the three months ended September 30, 2025 is primarily related to the write-off of aged receivables. The change in the balance during the nine months ended September 30, 2025 is primarily related to the write-off of aged receivables, partially offset by an increase in the Company's reserve for credit losses.
For long-term accounts receivable and long-term contract assets, the Company monitors clients’ creditworthiness based on collection experience and other internal metrics. The following table presents the Company’s long-term accounts receivable and long-term contract assets, primarily from the Company's private and secondary fund advisory businesses, as of September 30, 2025, by year of origination:
Amortized Carrying Value by Origination Year
2025 2024 2023 2022 2021 Total
Long-term Accounts Receivable and Long-term Contract Assets $ 71,440  $ 52,474  $ 15,384  $ 5,856  $ 178  $ 145,332 
Note 5 – Business Changes and Developments
On July 29, 2025, the Company entered into an agreement to acquire Robey Warshaw, an independent advisory firm headquartered in the United Kingdom. The transaction closed on October 1, 2025.
As consideration for the acquisition, the Company delivered to the sellers £71,250 ($95,755) at closing in the form of 275 shares of Class A common stock ("Class A Shares"), a portion of which is subject to repayment if they fail to provide service over a four-year period following the acquisition. Additionally, the Company will deliver to the sellers £74,813 due on the first anniversary of the closing (in Class A Shares or cash), as well as contingent consideration payable on various dates between closing and shortly following the sixth anniversary of closing, dependent on the achievement of certain performance thresholds over a multi-year period. A portion of the contingent consideration, the amount of the payment at closing subject to repayment, as well as retention awards granted to Robey Warshaw employees joining the Company will be treated as compensation for accounting purposes.
The Company recognized $3,516 and $5,153 for the three and nine months ended September 30, 2025, respectively, as Acquisition and Transition Costs. These costs are primarily comprised of professional fees and certain other costs incurred related to the acquisition of Robey Warshaw.
Note 6 – Related Parties
Advisory Fees includes fees earned from clients that have the Company's Senior Managing Directors, certain Senior Advisors and executives as a member of their Board of Directors of $1,469 and $2,740 for the three and nine months ended September 30, 2025, respectively, and $4 and $1,738 for the three and nine months ended September 30, 2024, respectively.
Other Assets on the Unaudited Condensed Consolidated Statements of Financial Condition includes the long-term portion of loans receivable from certain employees of $31,684 and $29,357 as of September 30, 2025 and December 31, 2024, respectively. See Note 15 for further information.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Note 7 – Investment Securities and Certificates of Deposit
The Company's Investment Securities and Certificates of Deposit as of September 30, 2025 and December 31, 2024 were as follows:
  September 30, 2025 December 31, 2024
Debt Securities $ 716,741  $ 813,804 
Equity Securities 287  298 
Debt Securities Carried by EGL 540,133  459,916 
Investment Funds 171,218  178,703 
Total Investment Securities, at fair value $ 1,428,379  $ 1,452,721 
Certificates of Deposit, at contract value 136,758  66,660 
Total Investment Securities and Certificates of Deposit $ 1,565,137  $ 1,519,381 
Debt Securities
Debt Securities are classified as available-for-sale securities within Investment Securities and Certificates of Deposit on the Unaudited Condensed Consolidated Statements of Financial Condition. These securities, which are primarily comprised of U.S. Treasury securities, are stated at fair value with unrealized gains and losses included in Accumulated Other Comprehensive Income (Loss) on the Unaudited Condensed Consolidated Statements of Financial Condition and realized gains and losses included in Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statements of Operations, on a specific identification basis.
Gross unrealized gains included in Accumulated Other Comprehensive Income (Loss) were $130 and $297 as of September 30, 2025 and December 31, 2024, respectively. Gross unrealized losses included in Accumulated Other Comprehensive Income (Loss) were ($3) as of September 30, 2025.
Net unrealized gains (losses) included in Other Comprehensive Income were $121 and ($172) for the three and nine months ended September 30, 2025, respectively, and $125 and ($32) for the three and nine months ended September 30, 2024, respectively.
Gross realized gains included within Other Revenue, Including Interest and Investments, were $3 for the nine months ended September 30, 2025. Gross realized losses included within Other Revenue, Including Interest and Investments, were ($20) for the nine months ended September 30, 2025 and ($47) for the nine months ended September 30, 2024.
Proceeds from the sales and maturities of available-for-sale securities, including interest, were $250,000 and $1,091,964 for the three and nine months ended September 30, 2025, respectively, and $187,000 and $934,511 for the three and nine months ended September 30, 2024, respectively.
Scheduled maturities of the Company's available-for-sale debt securities as of September 30, 2025 and December 31, 2024 were as follows:
  September 30, 2025 December 31, 2024
  Amortized
Cost		 Fair Value Amortized
Cost		 Fair Value
Due within one year $ 716,614  $ 716,741  $ 813,507  $ 813,804 
Total $ 716,614  $ 716,741  $ 813,507  $ 813,804 
The Company has the ability and intent to hold available-for-sale securities until a recovery of fair value is equal to an amount approximating its amortized cost, which may be at maturity. Further, the securities are all U.S. Treasury securities and the Company has not incurred credit losses on its securities. As such, the Company does not consider these securities to be impaired at September 30, 2025 and has not recorded a credit allowance on these securities.

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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Equity Securities
Equity Securities are carried at fair value with changes in fair value recorded in Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statements of Operations. The Company had net unrealized gains (losses) of $97 and ($11) for the three and nine months ended September 30, 2025, respectively, and ($1) and ($122) for the three and nine months ended September 30, 2024, respectively.
Debt Securities Carried by EGL
EGL invests in a fixed income portfolio consisting primarily of U.S. Treasury securities. These securities are carried at fair value, with changes in fair value recorded in Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statements of Operations, as required for broker-dealers in securities. The Company had net realized and unrealized gains of $187 and $30 for the three and nine months ended September 30, 2025, respectively, and $295 and $210 for the three and nine months ended September 30, 2024, respectively.
Investment Funds
The Company invests in a portfolio of exchange-traded funds as an economic hedge against its deferred cash compensation program. See Note 15 for further information. These securities are carried at fair value, with changes in fair value recorded in Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statements of Operations. The Company had net realized and unrealized gains of $12,400 and $21,554 for the three and nine months ended September 30, 2025, respectively, (of which $12,400 and ($1,054), respectively, were net unrealized gains (losses)) and $9,106 and $30,217 for the three and nine months ended September 30, 2024, respectively, (of which $8,836 and $19,515, respectively, were net unrealized gains).
Certificates of Deposit
At September 30, 2025 and December 31, 2024, the Company held certificates of deposit of $136,758 and $66,660, respectively, with certain banks with original maturities of seven months or less when purchased.
Note 8 – Investments
The Company's investments reported on the Unaudited Condensed Consolidated Statements of Financial Condition consist of investments in unconsolidated affiliated companies, other investments in private equity partnerships and equity securities in private companies. The Company's investments are relatively high-risk and illiquid assets.
The Company's investments in Atalanta Sosnoff, Seneca Evercore, ABS (through July 2024) and Luminis (through September 2024) are in voting interest entities. The Company's share of earnings (losses) from these investments is included within Income from Equity Method Investments on the Unaudited Condensed Consolidated Statements of Operations.
The Company also has investments in private equity partnerships which consist of investment interests in private equity funds which are voting interest entities. Realized and unrealized gains and losses on private equity investments are included within Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statements of Operations.
Equity Method Investments
A summary of the Company's investments accounted for under the equity method of accounting as of September 30, 2025 and December 31, 2024 was as follows:
September 30, 2025 December 31, 2024
Atalanta Sosnoff $ 11,259  $ 11,155 
Seneca Evercore 1,245  1,462 
Total $ 12,504  $ 12,617 

Atalanta Sosnoff
The Company has an investment accounted for under the equity method of accounting in Atalanta Sosnoff. At September 30, 2025, the Company's ownership interest in Atalanta Sosnoff was 49%.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
This investment resulted in earnings of $1,071 and $2,792 for the three and nine months ended September 30, 2025, respectively, and $865 and $2,181 for the three and nine months ended September 30, 2024, respectively, included within Income from Equity Method Investments on the Unaudited Condensed Consolidated Statements of Operations.
Seneca Evercore
The Company has an investment accounted for under the equity method of accounting in Seneca Evercore. At September 30, 2025, the Company's ownership interest in Seneca Evercore was 20%. This investment resulted in earnings (losses) of $11 and ($16) for the three and nine months ended September 30, 2025, respectively, and $129 and $259 for the three and nine months ended September 30, 2024, respectively, included within Income from Equity Method Investments on the Unaudited Condensed Consolidated Statements of Operations. This investment is subject to currency translation from the Brazilian real to the U.S. dollar, included in Accumulated Other Comprehensive Income (Loss), on the Unaudited Condensed Consolidated Statements of Financial Condition.
ABS
In July 2024, the Company sold its remaining 26% ownership interest in ABS for cash of $18,113. This transaction resulted in a gain of $615 for the three and nine months ended September 30, 2024, included within Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statements of Operations.
This investment resulted in earnings of $2,031 for the nine months ended September 30, 2024, included within Income from Equity Method Investments on the Unaudited Condensed Consolidated Statement of Operations.
Luminis
In September 2024, the Company agreed to the redemption of its interest in Luminis, such that it no longer has an equity interest in Luminis following the redemption. The Company received no consideration in respect of the redemption. As a result, the Company incurred a loss associated with the write-off of the remaining carrying value of its investment of $7,305 for the three and nine months ended September 30, 2024, included within Special Charges, Including Business Realignment Costs, on the Unaudited Condensed Consolidated Statements of Operations. This investment was subject to currency translation from the Australian dollar to the U.S. dollar, included in Accumulated Other Comprehensive Income (Loss), on the Unaudited Condensed Consolidated Statement of Financial Condition. Accordingly, the redemption resulted in the reclassification of $581 and $77 of cumulative foreign currency translation losses from Accumulated Other Comprehensive Income (Loss) and Noncontrolling Interest, respectively, on the Unaudited Condensed Consolidated Statement of Financial Condition to Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024.
This investment resulted in earnings of $78 and $783 for the three and nine months ended September 30, 2024, respectively, included within Income from Equity Method Investments on the Unaudited Condensed Consolidated Statements of Operations.
Other
The Company allocates the purchase price of its equity method investments, in part, to the inherent finite-lived identifiable intangible assets of the investees. The Company's share of the earnings of the investees has been reduced by the amortization of these identifiable intangible assets of $62 and $186 for the three and nine months ended September 30, 2025, respectively, and $79 and $237 for the three and nine months ended September 30, 2024, respectively.
The Company assesses each of its equity method investments for impairment annually, or more frequently if circumstances indicate impairment may have occurred.
Investments in Private Equity
Private Equity Funds
The Company's investments related to private equity partnerships and associated entities include investments in Glisco Partners II, L.P. ("Glisco II"), Glisco Partners III, L.P. ("Glisco III"), Glisco Capital Partners IV ("Glisco IV"), Trilantic Capital Partners Associates IV, L.P. ("Trilantic IV") and Trilantic Capital Partners V, L.P. ("Trilantic V"). Portfolio holdings of the private equity funds are carried at fair value. Accordingly, the Company reflects its pro rata share of unrealized gains and losses occurring from changes in fair value, as well as its pro rata share of realized gains, losses and carried interest associated with any investment realizations.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
A summary of the Company's investments in the private equity funds as of September 30, 2025 and December 31, 2024 was as follows:
September 30, 2025 December 31, 2024
Glisco II, Glisco III and Glisco IV $ 1,933  $ 3,569 
Trilantic IV and Trilantic V 1,572  1,862 
Total Private Equity Funds $ 3,505  $ 5,431 
Net realized and unrealized losses on private equity fund investments were ($25) and ($1,119) for the three and nine months ended September 30, 2025, respectively, and ($4) and ($105) for the three and nine months ended September 30, 2024, respectively. In the event the funds perform poorly, the Company may be obligated to repay certain carried interest previously distributed. As of September 30, 2025, there was no previously distributed carried interest received from the funds subject to repayment.
General Partners of Private Equity Funds which are VIEs
The Company has concluded that Glisco Capital Partners II, Glisco Capital Partners III and Glisco Manager Holdings LP are VIEs and that the Company is not the primary beneficiary of these VIEs. The Company's assessment of the primary beneficiary of these entities included assessing which parties have the power to significantly impact the economic performance of these entities and the obligation to absorb losses, which could be potentially significant to the entities, or the right to receive benefits from the entities that could be potentially significant. Neither the Company nor its related parties will have the ability to make decisions that significantly impact the economic performance of these entities. Further, as a limited partner in these entities, the Company does not possess substantive participating rights. The Company had assets of $1,326 and $2,956 included in its Unaudited Condensed Consolidated Statements of Financial Condition at September 30, 2025 and December 31, 2024, respectively, related to these unconsolidated VIEs, representing the carrying value of the Company's investments in the entities. The Company's exposure to the obligations of these VIEs is generally limited to its investments in these entities. The Company's maximum exposure to loss as of September 30, 2025 and December 31, 2024 was $3,509 and $5,138, respectively, which represents the carrying value of the Company's investments in these VIEs, as well as any unfunded commitments to the current and future funds.
Other Investments
In certain instances, the Company makes investments in private companies in exchange for equity securities and warrants, or receives equity securities in private companies in exchange for advisory services. These investments, which had a balance of $1,671 and $625 as of September 30, 2025 and December 31, 2024, respectively, are accounted for at their cost minus impairment, if any, plus or minus changes resulting from observable price changes.
Note 9 – Leases
Operating Leases – The Company leases office space under non-cancelable lease agreements, which expire on various dates through 2035. The Company reflects lease expense over the lease terms on a straight-line basis, which include options to extend the lease when it is reasonably certain that the Company will exercise that option. Occupancy lease agreements, in addition to base rentals, generally are subject to escalation provisions based on certain costs incurred by the landlord. The Company does not have any leases with variable lease payments. Occupancy and Equipment Rental on the Unaudited Condensed Consolidated Statements of Operations includes operating lease cost for office space of $18,317 and $53,709 for the three and nine months ended September 30, 2025, respectively, and $15,060 and $43,899 for the three and nine months ended September 30, 2024, respectively, and variable lease cost, which principally include costs for real estate taxes, common area maintenance and other operating expenses of $1,409 and $5,115 for the three and nine months ended September 30, 2025, respectively, and $1,662 and $4,566 for the three and nine months ended September 30, 2024, respectively.
In conjunction with the lease of office space, the Company has entered into letters of credit in the amount of $5,987 and $5,886 as of September 30, 2025 and December 31, 2024, respectively, which are secured by cash that is included in Other Assets on the Unaudited Condensed Consolidated Statements of Financial Condition.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
The Company has entered into various operating leases for the use of office equipment (primarily computers, printers, copiers and other information technology related equipment). Occupancy and Equipment Rental on the Unaudited Condensed Consolidated Statements of Operations includes operating lease cost for office equipment of $1,681 and $5,067 for the three and nine months ended September 30, 2025, respectively, and $1,657 and $4,699 for the three and nine months ended September 30, 2024, respectively.
The Company uses its secured incremental borrowing rate to determine the present value of its right-of-use assets and lease liabilities. The determination of an appropriate incremental borrowing rate requires significant assumptions and judgment. The Company's incremental borrowing rate was calculated based on the Company's recent debt issuances and current market conditions. The Company scales the rates appropriately depending on the life of the leases.
The Company incurred net operating cash outflows of $57,596 and $34,150 for the nine months ended September 30, 2025 and 2024, respectively, related to its operating leases, which was net of cash received from lease incentives of $5,098 and $1,684 for the nine months ended September 30, 2025 and 2024, respectively.
Other information as it relates to the Company's operating leases is as follows:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 2025 2024
New Right-of-Use Assets obtained in exchange for new operating lease liabilities $ 6,684  $ 18,731  $ 30,767  $ 20,730 
September 30, 2025 September 30, 2024
Weighted-average remaining lease term - operating leases 9.5 years 10.2 years
Weighted-average discount rate - operating leases 4.81  % 4.67  %
As of September 30, 2025, the maturities of the undiscounted operating lease liabilities for which the Company has commenced use are as follows:
2025 (October 1 through December 31) $ 21,671 
2026 86,565 
2027 77,107 
2028 67,255 
2029 56,061 
Thereafter 389,844 
Total lease payments 698,503 
Less: Tenant Improvement Allowances (16,975)
Less: Imputed Interest (136,878)
Present value of lease liabilities 544,650 
Less: Current lease liabilities (61,759)
Long-term lease liabilities $ 482,891 
The Company has entered into certain lease agreements, primarily for office space, which have not yet commenced and thus are not yet included on the Company's Unaudited Condensed Consolidated Statements of Financial Condition as right-of-use assets and lease liabilities. The Company anticipates that these leases will commence in 2025 and 2026 and will have lease terms of 3 to 6 years once they have commenced. The additional future payments under these arrangements are $2,974 as of September 30, 2025.
In September 2024, the Company entered into a binding agreement affirming its intent to lease office space in London, United Kingdom. The Company anticipates signing the lease in 2026, following construction of the building, and anticipates that it will take possession of this space by the end of 2026.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
The lease term will end in 2041. The expected approximate additional annual expense under this lease agreement, net of certain lease incentives, is £12,000, and the aggregate expected additional future payments under this arrangement are £175,000.
Note 10 – Fair Value Measurements
ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820") establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily-available active quoted prices, or for which fair value can be measured from actively quoted prices, generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Investments measured and reported at fair value are classified and disclosed in one of the following categories:
Level 1 – Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level 1 include listed equities, listed derivatives and U.S. Treasury securities. As required by ASC 820, the Company does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.
Level 2 – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Periodically, the Company holds investments in corporate bonds, municipal bonds and other debt securities, the estimated fair values of which are based on prices provided by external pricing services. The Company also periodically holds foreign exchange currency forward contracts, the estimated fair value of which is based on foreign currency exchange rates provided by external services.
Level 3 – Pricing inputs are unobservable for the investment and includes situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation.
The following table presents the categorization of investments and certain other financial assets measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024:
  September 30, 2025
  Level 1 Level 2 Level 3 Total
Debt Securities Carried by EGL $ 540,133  $ —  $ —  $ 540,133 
Other Debt and Equity Securities(1)
 728,518  —  —  728,518 
Investment Funds 171,218  —  —  171,218 
Forward Contracts —  573  —  573 
Total Assets Measured At Fair Value $ 1,439,869  $ 573  $ —  $ 1,440,442 
  December 31, 2024
  Level 1 Level 2 Level 3 Total
Debt Securities Carried by EGL $ 459,916  $ —  $ —  $ 459,916 
Other Debt and Equity Securities(1)
 824,069  —  —  824,069 
Investment Funds 178,703  —  —  178,703 
Total Assets Measured At Fair Value $ 1,462,688  $ —  $ —  $ 1,462,688 
(1)Includes $11,490 and $9,967 of U.S. Treasury securities classified within Cash and Cash Equivalents on the Unaudited Condensed Consolidated Statements of Financial Condition as of September 30, 2025 and December 31, 2024, respectively.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.
The carrying amount and estimated fair value of the Company's financial instrument assets and liabilities, which are not measured at fair value on the Unaudited Condensed Consolidated Statements of Financial Condition, are listed in the tables below.
    September 30, 2025
  Carrying Estimated Fair Value
  Amount Level 1 Level 2 Level 3 Total
Financial Assets:
Cash and Cash Equivalents(1)
 $ 840,418  $ 840,418  $ —  $ —  $ 840,418 
Certificates of Deposit 136,758  —  136,758  —  136,758 
Receivables(2)
 636,560  —  633,120  —  633,120 
Contract Assets(3)
 93,419  —  91,563  —  91,563 
Closely-held Equity Securities 1,671  —  —  1,671  1,671 
Financial Liabilities:
Accounts Payable and Accrued Expenses $ 37,480  $ —  $ 37,480  $ —  $ 37,480 
Payable to Employees and Related Parties 66,056  —  66,056  —  66,056 
Notes Payable(4)
 588,315  —  577,730  —  577,730 
    December 31, 2024
  Carrying Estimated Fair Value
  Amount Level 1 Level 2 Level 3 Total
Financial Assets:
Cash and Cash Equivalents(1)
 $ 863,078  $ 863,078  $ —  $ —  $ 863,078 
Certificates of Deposit 66,660  —  66,660  —  66,660 
Receivables(2)
 522,816  —  518,485  —  518,485 
Contract Assets(3)
 76,856  —  76,184  —  76,184 
Closely-held Equity Securities 625  —  —  625  625 
Financial Liabilities:
Accounts Payable and Accrued Expenses $ 29,041  $ —  $ 29,041  $ —  $ 29,041 
Payable to Employees and Related Parties 48,494  —  48,494  —  48,494 
Notes Payable(4)
 373,895  —  356,531  —  356,531 
(1)Excludes $11,490 and $9,967 of U.S. Treasury securities classified within Cash and Cash Equivalents on the Unaudited Condensed Consolidated Statements of Financial Condition as of September 30, 2025 and December 31, 2024, respectively.
(2)Includes Accounts Receivable, as well as long-term receivables, which are included in Other Assets on the Unaudited Condensed Consolidated Statements of Financial Condition.
(3)Includes current and long-term contract assets included in Other Current Assets and Other Assets on the Unaudited Condensed Consolidated Statements of Financial Condition.
(4)Includes current and long-term Notes Payable included in Current Portion of Notes Payable and Notes Payable on the Unaudited Condensed Consolidated Statements of Financial Condition.
Note 11 – Notes Payable
On March 30, 2016, the Company issued an aggregate of $170,000 of senior notes, including: $38,000 aggregate principal amount of its 4.88% Series A senior notes which were due March 30, 2021 (the "Series A Notes"), $67,000 aggregate principal amount of its 5.23% Series B senior notes which were originally due March 30, 2023 (the "Series B Notes"), $48,000 aggregate principal amount of its 5.48% Series C senior notes due March 30, 2026 (the "Series C Notes") and $17,000 aggregate principal amount of its 5.58% Series D senior notes due March 30, 2028 (the "Series D Notes" and together with the Series A Notes, the Series B Notes and the Series C Notes, the "2016 Private Placement Notes"), pursuant to a note purchase agreement dated as of March 30, 2016 (the "2016 Note Purchase Agreement") and amended on July 10, 2025, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
On August 1, 2019, the Company issued $175,000 and £25,000 of senior unsecured notes through private placement. These notes include: $75,000 aggregate principal amount of its 4.34% Series E senior notes due August 1, 2029 (the "Series E Notes"), $60,000 aggregate principal amount of its 4.44% Series F senior notes due August 1, 2031 (the "Series F Notes"), $40,000 aggregate principal amount of its 4.54% Series G senior notes due August 1, 2033 (the "Series G Notes") and £25,000 aggregate principal amount of its 3.33% Series H senior notes due August 1, 2033 (the "Series H Notes" and together with the Series E Notes, the Series F Notes and the Series G Notes, the "2019 Private Placement Notes"), each of which were issued pursuant to a note purchase agreement dated as of August 1, 2019 (the "2019 Note Purchase Agreement") and amended on July 10, 2025, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.
On March 29, 2021, the Company issued $38,000 aggregate principal amount of its 1.97% Series I senior notes which were due August 1, 2025 (the "Series I Notes" or the "2021 Private Placement Notes"), pursuant to a note purchase agreement dated as of March 29, 2021 (the "2021 Note Purchase Agreement"), among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933. In August 2025, the Company repaid the $38,000 aggregate principal amount of its Series I Notes.
On June 28, 2022, the Company issued $67,000 aggregate principal amount of its 4.61% Series J senior notes due November 15, 2028 (the "Series J Notes" or the "2022 Private Placement Notes"), pursuant to a note purchase agreement dated as of June 28, 2022 (the "2022 Note Purchase Agreement") and amended on July 10, 2025, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.
On July 24, 2025, the Company issued an aggregate of $250,000 of senior notes, including: $125,000 aggregate principal amount of its 5.17% Series K senior notes due July 24, 2030 (the "Series K Notes") and $125,000 aggregate principal amount of its 5.47% Series L senior notes due July 24, 2032 (the "Series L Notes" and together with the Series K Notes, the "2025 Private Placement Notes"), pursuant to a note purchase agreement dated as of July 10, 2025 (the "2025 Note Purchase Agreement"), among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933. The Company intends to use a portion of the net proceeds from the issuance and sale of the 2025 Private Placement Notes to repay maturing notes in the next twelve months issued under prior note purchase agreements. The remaining net proceeds will be used for general corporate purposes.
Interest on the above issuances is payable semi-annually and the notes are guaranteed by certain of the Company's domestic subsidiaries. The Company may, at its option, prepay all, or from time to time any part of, the notes (without regard to Series), in an amount not less than 5% of the aggregate principal amount of each of the individual issuances then outstanding at 100% of the principal amount thereof plus an applicable "make-whole amount." The 2025 Private Placement Notes also allow for prepayment within six months of maturity without an applicable "make-whole amount." Upon the occurrence of a change of control, the holders of the notes will have the right to require the Company to prepay the entire unpaid principal amounts held by each holder of the notes plus accrued and unpaid interest to the prepayment date. The respective Note Purchase Agreements contain customary covenants, including financial covenants requiring compliance with a maximum leverage ratio, a minimum tangible net worth and a minimum interest coverage ratio, and customary events of default. Interest on the notes is subject to certain escalation provisions in the event that the leverage ratio exceeds certain thresholds. As of September 30, 2025, the Company was in compliance with all of these covenants.







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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Notes Payable is comprised of the following as of September 30, 2025 and December 31, 2024:
Carrying Value(1)
Note Maturity Date Effective Annual Interest Rate September 30, 2025 December 31, 2024
Evercore Inc. 5.48% Series C Senior Notes
 3/30/2026 5.64  % $ 47,962  $ 47,908 
Evercore Inc. 5.58% Series D Senior Notes
 3/30/2028 5.72  % 16,944  16,929 
Evercore Inc. 4.34% Series E Senior Notes
 8/1/2029 4.46  % 74,676  74,619 
Evercore Inc. 4.44% Series F Senior Notes
 8/1/2031 4.55  % 59,672  59,635 
Evercore Inc. 4.54% Series G Senior Notes
 8/1/2033 4.64  % 39,748  39,728 
Evercore Inc. 3.33% Series H Senior Notes
 8/1/2033 3.42  % 33,424  31,073 
Evercore Inc. 1.97% Series I Senior Notes
 8/1/2025 2.20  % —  37,951 
Evercore Inc. 4.61% Series J Senior Notes
 11/15/2028 5.02  % 66,221  66,052 
Evercore Inc. 5.17% Series K Senior Notes
 7/24/2030 5.20  % 124,835  — 
Evercore Inc. 5.47% Series L Senior Notes
 7/24/2032 5.49  % 124,833  — 
Total $ 588,315  $ 373,895 
Less: Current Portion of Notes Payable (47,962) (37,951)
Notes Payable $ 540,353  $ 335,944 
(1)Carrying value has been adjusted to reflect the presentation of debt issuance costs as a direct reduction from the related liability.
Note 12 – Evercore Inc. Stockholders' Equity
Dividends – On October 28, 2025, the Company's Board of Directors declared a quarterly cash dividend of $0.84 per share to the holders of record of the Company's Class A Shares as of November 28, 2025, which will be paid on December 12, 2025. During the three and nine months ended September 30, 2025, the Company declared and paid dividends of $0.84 and $2.48 per share, respectively, totaling $32,519 and $96,155, respectively, and accrued deferred cash dividends on unvested and vested restricted stock units ("RSUs") totaling $3,961 and $11,633, respectively. The Company also paid deferred cash dividends of $304 and $15,759 during the three and nine months ended September 30, 2025, respectively. During the three and nine months ended September 30, 2024, the Company declared and paid dividends of $0.80 and $2.36 per share, respectively, totaling $30,426 and $90,373, respectively, and accrued deferred cash dividends on unvested and vested RSUs totaling $4,115 and $12,145, respectively. The Company also paid deferred cash dividends of $411 and $14,609 during the three and nine months ended September 30, 2024, respectively.
Treasury Stock – During the three months ended September 30, 2025, the Company purchased 15 Class A Shares from employees at an average cost per share of $291.99, primarily for the net settlement of stock-based compensation awards, and 160 Class A Shares at an average cost per share of $329.80 pursuant to the Company's share repurchase program. The aggregate 175 Class A Shares were purchased at an average cost per share of $326.62 and the result of these purchases was an increase in Treasury Stock of $57,032 on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2025.
During the nine months ended September 30, 2025, the Company purchased 944 Class A Shares from employees at an average cost per share of $283.77, primarily for the net settlement of stock-based compensation awards, and 968 Class A Shares at an average cost per share of $246.16 pursuant to the Company's share repurchase program. The aggregate 1,912 Class A Shares were purchased at an average cost per share of $264.72 and the result of these purchases was an increase in Treasury Stock of $506,197 on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2025.
During the first, second and third quarter of 2025, the Company entered into an agreement to purchase 200, 170 and 100 Class A Shares, respectively, from Ed Hyman, who until February 10, 2025 was an executive officer of the Company, at a price of $206.19, $237.79 and $327.09 per share, respectively, resulting in a total purchase price of $41,238, $40,425 and $32,709, respectively. These purchases were made pursuant to the Company's share repurchase program and are included within the above treasury stock purchases for the three and nine months ended September 30, 2025.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Evercore LP Units – During the three and nine months ended September 30, 2025, 107 and 217 Evercore LP partnership units ("LP Units"), respectively, were exchanged for Class A Shares, resulting in an increase to Class A Common Stock of $1 and $2 for the three and nine months ended September 30, 2025, respectively, and an increase to Additional Paid-In Capital of $11,805 and $22,771 for the three and nine months ended September 30, 2025, respectively, on the Company's Unaudited Condensed Consolidated Statement of Financial Condition. See Note 13 for further information.
During the nine months ended September 30, 2025, the Company issued 2 Class A limited partnership units of Evercore LP ("Class A LP Units"). See Note 13 for further information.
Accumulated Other Comprehensive Income (Loss) – As of September 30, 2025, Accumulated Other Comprehensive Income (Loss) on the Company's Unaudited Condensed Consolidated Statement of Financial Condition includes an accumulated Unrealized Gain (Loss) on Securities and Investments, net, and Foreign Currency Translation Adjustment Gain (Loss), net, of $44 and ($15,227), respectively.
The redemption of the Company's interest in Luminis in the third quarter of 2024 resulted in the reclassification of $581 of cumulative foreign currency translation losses from Accumulated Other Comprehensive Income (Loss) on the Unaudited Condensed Consolidated Statement of Financial Condition to Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024. See Note 8 for further information.
Note 13 – Noncontrolling Interest
Noncontrolling Interest recorded in the unaudited condensed consolidated financial statements of the Company relates to the following approximate interests in certain consolidated subsidiaries, which are not owned by the Company. In circumstances where the governing documents of the entity to which the noncontrolling interest relates require special allocations of profits or losses to the controlling and noncontrolling interest holders, the net income or loss of these entities is allocated based on these special allocations.
Noncontrolling ownership interests for the Company's subsidiaries were as follows:
As of September 30,
2025 2024
Evercore LP 5  % 6  %
Evercore Wealth Management ("EWM") 27  % 26  %
The Noncontrolling Interests for Evercore LP and EWM have rights, in certain circumstances, to convert into Class A Shares.
The Company has outstanding Class A LP Units, Class E limited partnership units of Evercore LP ("Class E LP Units"), Class I limited partnership units of Evercore LP ("Class I LP Units") and Class K limited partnership units of Evercore LP ("Class K LP Units"), which give the holders the right to receive Class A Shares upon exchange on a one-for-one basis. See Note 14 for further information.








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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Changes in Noncontrolling Interest for the three and nine months ended September 30, 2025 and 2024 were as follows:
  For the Three Months Ended September 30, For the Nine Months Ended September 30,
  2025 2024 2025 2024
Beginning balance $ 263,415  $ 212,015  $ 234,166  $ 205,556 
Comprehensive Income:
Net Income Attributable to Noncontrolling Interest 12,911  9,701  30,255  25,107 
Other Comprehensive Income (Loss) (334) 995  1,695  630 
Total Comprehensive Income 12,577  10,696  31,950  25,737 
Evercore LP Units Exchanged for Class A Shares (11,806) (6,955) (22,773) (15,608)
Amortization and Vesting of LP Units and EWM Class A Units (see Note 15) 20,977  16,158  53,551  31,987 
Other Items:
Distributions to Noncontrolling Interests (8,832) (9,043) (22,141) (25,016)
Issuance of Noncontrolling Interest —  236  1,617  518 
Purchase of Noncontrolling Interest (117) —  (156) (67)
Total Other Items (8,949) (8,807) (20,680) (24,565)
Ending balance $ 276,214  $ 223,107  $ 276,214  $ 223,107 
Other Comprehensive Income – Other Comprehensive Income (Loss) Attributed to Noncontrolling Interest includes unrealized gains (losses) on securities and investments, net, of $7 and ($10) for the three and nine months ended September 30, 2025, respectively, and ($6) and ($10) for the three and nine months ended September 30, 2024, respectively, and foreign currency translation adjustment gains (losses), net, of ($341) and $1,705 for the three and nine months ended September 30, 2025, respectively, and $924 and $563 for the three and nine months ended September 30, 2024, respectively.
The redemption of the Company's interest in Luminis in the third quarter of 2024 resulted in the reclassification of $77 of cumulative foreign currency translation losses from Noncontrolling Interest on the Unaudited Condensed Consolidated Statement of Financial Condition to Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024. See Note 8 for further information.
Evercore LP Units – During the three and nine months ended September 30, 2025, 107 and 217 LP Units, respectively, were exchanged for Class A Shares. This resulted in a decrease to Noncontrolling Interest of $11,806 and $22,773 for the three and nine months ended September 30, 2025, respectively, an increase to Class A Common Stock of $1 and $2 for the three and nine months ended September 30, 2025, respectively, and an increase to Additional Paid-In Capital of $11,805 and $22,771 for the three and nine months ended September 30, 2025, respectively, on the Company's Unaudited Condensed Consolidated Statement of Financial Condition. See Note 12 for further information.
During the nine months ended September 30, 2025, the Company issued 2 Class A LP Units. This resulted in an increase to Noncontrolling Interest of $517 for the nine months ended September 30, 2025, on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2025. See Note 12 for further information.
EWM Class A Units – During the second quarter of 2025 and 2024, the Company granted 395 and 297 EWM Class A Units, respectively, which generally vest ratably over three years. Compensation expense related to EWM Class A Units was $724 and $1,798 for the three and nine months ended September 30, 2025, respectively, and $298 and $755 for the three and nine months ended September 30, 2024, respectively.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Interests Issued – During the second quarter of 2025, certain employees of EWM purchased EWM Class A Units, at fair value, resulting in an increase to Noncontrolling Interest of $1,100 on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2025.
Interests Purchased – During the nine months ended September 30, 2025, the Company purchased, at fair value, an additional 0.1% of the EWM Class A Units for $1,259. The Company has also committed to purchase an additional 0.5% of interests from individuals in equal tranches over the next three years, at fair value at the time of the purchase. These transactions resulted in a decrease to Noncontrolling Interest of $156 and a decrease to Additional Paid-In Capital of $2,788 on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2025. The Company recorded $770 and $1,319 in Payable to Employees and Related Parties and Other Long-term Liabilities, respectively, on the Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2025, reflecting the current fair value of amounts committed to be purchased in the future and accrued distributions related to those interests.
The Company incurred expense of $539 within Interest Expense on the Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 in conjunction with these arrangements.
During the second quarter of 2024, the Company purchased, at fair value, an additional 0.3% of the EWM Class A Units for $1,036. This purchase resulted in a decrease to Noncontrolling Interest of $67 and a decrease to Additional Paid-In Capital of $969 on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2024.
Note 14 – Net Income Per Share Attributable to Evercore Inc. Common Shareholders
The calculations of basic and diluted net income per share attributable to Evercore Inc. common shareholders for the three and nine months ended September 30, 2025 and 2024 are described and presented below.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
  For the Three Months Ended September 30, For the Nine Months Ended September 30,
  2025 2024 2025 2024
Basic Net Income Per Share Attributable to Evercore Inc. Common Shareholders
Numerator:
Net income attributable to Evercore Inc. common shareholders $ 144,583  $ 78,393  $ 387,968  $ 237,844 
Denominator:
Weighted average Class A Shares outstanding, including vested RSUs 38,721  38,294  38,718  38,411 
Basic net income per share attributable to Evercore Inc. common shareholders $ 3.73  $ 2.05  $ 10.02  $ 6.19 
Diluted Net Income Per Share Attributable to Evercore Inc. Common Shareholders
Numerator:
Net income attributable to Evercore Inc. common shareholders $ 144,583  $ 78,393  $ 387,968  $ 237,844 
Noncontrolling interest related to the assumed exchange of LP Units for Class A Shares(1)
 —  —  —  — 
Associated corporate taxes related to the assumed elimination of Noncontrolling Interest described above(1)
 —  —  —  — 
Diluted net income attributable to Evercore Inc. common shareholders
 $ 144,583  $ 78,393  $ 387,968  $ 237,844 
Denominator:
Weighted average Class A Shares outstanding, including vested RSUs 38,721  38,294  38,718  38,411 
Assumed exchange of LP Units for Class A Shares(1)
 —  —  —  — 
Additional shares of the Company's common stock assumed to be issued pursuant to non-vested RSUs, as calculated using the Treasury Stock Method(2)
 2,748  2,952  2,296  2,539 
Shares that are contingently issuable(3)
 950  792  883  375 
Diluted weighted average Class A Shares outstanding 42,419  42,038  41,897  41,325 
Diluted net income per share attributable to Evercore Inc. common shareholders $ 3.41  $ 1.86  $ 9.26  $ 5.76 
(1)The Company has outstanding Class A, E, I and K LP Units, which give the holders the right to receive Class A Shares upon exchange on a one-for-one basis. During the three and nine months ended September 30, 2025 and 2024, these LP Units were antidilutive and consequently the effect of their exchange into Class A Shares has been excluded from the calculation of diluted net income per share attributable to Evercore Inc. common shareholders. The units that would have been included in the denominator of the computation of diluted net income per share attributable to Evercore Inc. common shareholders if the effect would have been dilutive were 2,205 and 2,283 for the three and nine months ended September 30, 2025, respectively, and 2,475 and 2,547 for the three and nine months ended September 30, 2024, respectively. The adjustment to the numerator, diluted net income attributable to Class A common shareholders, if the effect would have been dilutive, would have been $8,846 and $24,882 for the three and nine months ended September 30, 2025, respectively, and $6,719 and $17,945 for the three and nine months ended September 30, 2024, respectively. In computing this adjustment, the Company assumes that all Class A, E, I and K LP Units are converted into Class A Shares, that all earnings attributable to those shares are attributed to Evercore Inc. and that the Company is subject to the statutory tax rates of a C-Corporation under a conventional corporate tax structure in the U.S. at prevailing corporate tax rates. The Company does not anticipate that the Class A, E, I and K LP Units will result in a dilutive computation in future periods.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
(2)Certain shares of the Company's common stock assumed to be issued pursuant to non-vested RSUs, as calculated using the Treasury Stock Method, were antidilutive and consequently the effect of their exchange into Class A Shares has been excluded from the calculation of diluted net income per share attributable to Evercore Inc. common shareholders. The shares that would have been included in the treasury stock method calculation if the effect would have been dilutive were 1 for the three months ended September 30, 2024.
(3)The Company has outstanding Class K-P units of Evercore LP ("Class K-P Units") which are contingently exchangeable into Class K LP Units, and ultimately Class A Shares, as they are subject to certain performance thresholds being achieved. The Company also has certain outstanding RSUs which vest contingent upon certain performance thresholds being achieved. See Note 15 for further information. For the purpose of calculating diluted net income per share attributable to Evercore Inc. common shareholders, the Company's Class K-P Units and these certain outstanding RSUs are included in diluted weighted average Class A Shares outstanding, as calculated using the Treasury Stock Method, as of the beginning of the period in which all necessary performance conditions have been satisfied. If all necessary performance conditions have not been satisfied by the end of the period, the number of shares that are included in diluted weighted average Class A Shares outstanding is based on the number of shares that would be issuable if the end of the reporting period were the end of the performance period.
The shares of Class B common stock have no right to receive dividends or a distribution on liquidation or winding up of the Company. The shares of Class B common stock do not share in the earnings of the Company and no earnings are allocable to such class. Accordingly, basic and diluted net income per share of Class B common stock have not been presented.
Note 15 – Share-Based and Other Deferred Compensation
LP Units
Class K-P Units – The Company has awarded the following Class K-P Units to certain employees:
•In June 2019, the Company awarded 220 Class K-P Units. These Class K-P Units convert into a number of Class K LP Units (which are exchangeable on a one-for-one basis to Class A Shares) contingent and based upon the achievement of certain defined benchmark results and continued service through February 4, 2023 for the first tranche, which consisted of 120 Class K-P Units, and February 4, 2028 for the second tranche, which consists of 100 Class K-P Units. In February 2023, the first tranche of 120 Class K-P Units converted into 193 Class K LP Units upon the achievement of certain performance and service conditions. The second tranche of these Class K-P Units may convert into a maximum of 173 Class K LP Units, contingent upon the achievement of defined benchmark results and continued service as described above.
•In December 2021, the Company awarded 400 Class K-P Units. These Class K-P Units convert into a number of Class K LP Units (which are exchangeable on a one-for-one basis to Class A Shares) contingent and based upon the achievement of certain market conditions, defined benchmark results and continued service through December 31, 2025. As this award contains market, performance and service conditions, the expense for this award will be recognized over the service period of the award and will reflect the fair value of the underlying units as determined at the award's grant date, taking into account the probable outcome of the market condition being achieved, as well as the probable outcome of the performance condition. These Class K-P Units may convert into a maximum of 800 Class K LP Units, contingent upon the achievement of certain market conditions, defined benchmark results and continued service as described above.
•In December 2022, the Company awarded 200 Class K-P Units. These Class K-P Units are segregated into four tranches of 50 Class K-P Units each. The first three tranches each convert into 50 Class K LP Units (which are exchangeable on a one-for-one basis to Class A Shares) contingent and based upon the achievement of certain market conditions and continued service through February 28, 2025, 2026 and 2027, respectively, while the final tranche converts into a number of Class K LP Units (which are exchangeable on a one-for-one basis to Class A Shares) contingent and based upon the achievement of certain market conditions, defined benchmark results and continued service through February 28, 2028. In February 2025, the first tranche of 50 Class K-P Units converted into 50 Class K LP Units upon the achievement of certain market and service conditions. As this award contains market, performance and service conditions, the expense for this award will be recognized over the service period of the award and will reflect the fair value of the underlying units as determined at the award's grant date, taking into account the probable outcome of the market condition being achieved, as well as the probable outcome of the performance condition. The remaining Class K-P Units may convert into a maximum of 270 Class K LP Units, contingent upon the achievement of certain market conditions, defined benchmark results and continued service as described above.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
•In June 2023, the Company awarded 60 Class K-P Units. These Class K-P Units convert into a number of Class K LP Units (which are exchangeable on a one-for-one basis to Class A Shares) contingent and based upon the achievement of certain market conditions, defined benchmark results and continued service through June 30, 2027. As this award contains market, performance and service conditions, the expense for this award will be recognized over the service period of the award and will reflect the fair value of the underlying units as determined at the award's grant date, taking into account the probable outcome of the market condition being achieved, as well as the probable outcome of the performance condition. These Class K-P Units may convert into 60 Class K LP Units contingent upon the achievement of certain market conditions and continued service, while additional units may be received upon conversion based on the level of defined benchmark results achieved.
•In June 2024, the Company awarded 328 Class K-P Units. These Class K-P Units convert into a number of Class K LP Units (which are exchangeable on a one-for-one basis to Class A Shares) contingent and based upon the achievement of certain market conditions, defined benchmark results and continued service through April 1, 2029. As this award contains market, performance and service conditions, the expense for this award will be recognized over the service period of the award and will reflect the fair value of the underlying units as determined at the award's grant date, taking into account the probable outcome of the market condition being achieved, as well as the probable outcome of the performance condition. These Class K-P Units may convert into 328 Class K LP Units contingent upon the achievement of certain market conditions and continued service, while additional units may be received upon conversion based on the level of defined benchmark results achieved.
•In February 2025, the Company awarded 35 Class K-P Units. These Class K-P Units convert into a number of Class K LP Units (which are exchangeable on a one-for-one basis to Class A Shares) contingent and based upon the achievement of certain market conditions, defined benchmark results and continued service through April 1, 2029 for the first tranche, which consists of 17.5 Class K-P Units, and April 1, 2030 for the second tranche, which consists of 17.5 Class K-P Units. As this award contains market, performance and service conditions, the expense for this award will be recognized over the service period of the award and will reflect the fair value of the underlying units as determined at the award's grant date, taking into account the probable outcome of the market condition being achieved, as well as the probable outcome of the performance condition. These Class K-P Units may convert into a maximum of 100 Class K LP Units contingent upon the achievement of certain market conditions, defined benchmark results and continued service as described above.
•In February 2025, the Company also awarded 20 Class K-P Units. These Class K-P Units convert into a number of Class K LP Units (which are exchangeable on a one-for-one basis to Class A Shares) contingent and based upon the achievement of certain market conditions, defined benchmark results and continued service through March 1, 2030 for the first tranche, which consists of 10 Class K-P Units, and March 1, 2031 for the second tranche, which consists of 10 Class K-P Units. As this award contains market, performance and service conditions, the expense for this award will be recognized over the service period of the award and will reflect the fair value of the underlying units as determined at the award's grant date, taking into account the probable outcome of the market condition being achieved, as well as the probable outcome of the performance condition. These Class K-P Units may convert into a maximum of 100 Class K LP Units contingent upon the achievement of certain market conditions, defined benchmark results and continued service as described above.
As of September 30, 2025, 1,093 unvested Class K-P Units were outstanding. The Company determined the grant date fair value of these awards probable to vest as of September 30, 2025 to be $306,076, related to 2,071 Class K LP Units which were probable of achievement, and recognizes expense for these units over the respective service periods. Aggregate compensation expense related to the Class K-P Units was $20,253 and $51,752 for the three and nine months ended September 30, 2025, respectively, and $15,844 and $31,099 for the three and nine months ended September 30, 2024, respectively.
Class L Interests
In January 2023, 2024 and 2025, the Company's Board of Directors approved the issuance of Class L Interests of Evercore LP ("Class L Interests") to certain of the named executive officers of the Company, pursuant to which the named executive officers received a discretionary distribution of profits from Evercore LP, paid in the first quarters of 2024, 2025 and 2026, respectively. Distributions pursuant to these interests are made in lieu of any cash incentive compensation payments which may otherwise have been made to the named executive officers of the Company in respect of their service for 2023, 2024 and 2025, respectively.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Following the distributions, the Class L Interests are cancelled pursuant to their terms.
The Company records expense related to these Class L Interests as part of its accrual for incentive compensation within Employee Compensation and Benefits on the Unaudited Condensed Consolidated Statements of Operations.
Stock Incentive Plan
During 2024, the Company's stockholders approved the Third Amended and Restated 2016 Evercore Inc. Stock Incentive Plan (the "Third Amended 2016 Plan"), which amended the Second Amended and Restated 2016 Evercore Inc. Stock Incentive Plan. The Third Amended 2016 Plan, among other things, authorizes the grant of an additional 6,000 of the Company's Class A Shares and permits the Company to grant to certain employees, directors and consultants incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, RSUs and other awards based on the Company's Class A Shares. The Company intends to use newly-issued Class A Shares to satisfy any awards under the Third Amended 2016 Plan and its predecessor plan. Class A Shares underlying any award granted under the Third Amended 2016 Plan that expire, terminate or are canceled or satisfied for any reason without being settled in stock again become available for awards under the plan. The total shares available to be granted in the future under the Third Amended 2016 Plan was 6,621 as of September 30, 2025.
The Company also grants, at its discretion, dividend equivalents, in the form of deferred cash dividends or unvested RSU awards, concurrently with the payment of dividends to the holders of Class A Shares, on all unvested and vested RSU grants. The dividend equivalents have the same vesting and delivery terms as the underlying RSU award.
The Company estimates forfeitures in the aggregate compensation cost to be amortized over the requisite service period of its awards. The Company periodically monitors its estimated forfeiture rate and adjusts its assumptions to the actual occurrence of forfeited awards. A change in estimated forfeitures is recognized through a cumulative adjustment in the period of the change.
Equity Grants
During the nine months ended September 30, 2025, pursuant to the Third Amended 2016 Plan, the Company granted employees 1,798 RSUs that are subject to service-based vesting requirements ("Service-based Awards"). Service-based Awards granted during the nine months ended September 30, 2025 had grant date fair values of $193.07 to $313.77 per share, with an average value of $258.02 per share, for an aggregate fair value of $463,812, and generally vest ratably over four years. During the nine months ended September 30, 2025, 2,093 Service-based Awards vested and 57 Service-based Awards were forfeited. Compensation expense related to Service-based Awards was $89,383 and $269,515 for the three and nine months ended September 30, 2025, respectively, and $74,560 and $229,238 for the three and nine months ended September 30, 2024, respectively.
In addition, in June 2024, the Company granted 30 RSUs which may convert into a maximum of 80 RSUs contingent and based upon the achievement of certain defined benchmark results and continued service through April 1, 2031. The grant date fair value of these awards probable to vest as of September 30, 2025 was $13,176, related to 69 RSUs which were probable of achievement, and compensation expense related to these units was $1,383 and $2,335 for the three and nine months ended September 30, 2025, respectively, and $383 and $470 for the three and nine months ended September 30, 2024, respectively.
Deferred Cash
Deferred Cash Compensation Program – The Company's deferred cash compensation program provides participants the ability to elect to receive a portion of their deferred compensation in cash, which is indexed to notional investment portfolios selected by the participant and generally vests ratably over four years and requires payment upon vesting. The Company granted $83,007 of deferred cash awards pursuant to the deferred cash compensation program during the first quarter of 2025.
Compensation expense related to the Company's deferred cash compensation program was $38,333 and $115,225 for the three and nine months ended September 30, 2025, respectively, and $40,116 and $128,221 for the three and nine months ended September 30, 2024, respectively. As of September 30, 2025, the Company expects to pay an aggregate of $353,767 related to the Company's deferred cash compensation program at various dates through 2029 and total compensation expense not yet recognized related to these awards was $190,382. The weighted-average period over which this compensation cost is expected to be recognized is 28 months. Amounts due pursuant to this program are expensed over the requisite service period of the award and are reflected in Accrued Compensation and Benefits on the Unaudited Condensed Consolidated Statement of Financial Condition.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Other Deferred Cash Awards – During the first quarter of 2025, 2024 and 2022, the Company granted $11,410, $6,662 and $19,861, respectively, of deferred cash awards to certain employees. These awards generally vest ratably over one to two years.
The Company also periodically grants performance-based deferred cash awards to certain employees.
Compensation expense related to other deferred cash awards was $4,898 and $10,915 for the three and nine months ended September 30, 2025, respectively, and $1,248 and $7,718 for the three and nine months ended September 30, 2024, respectively.
Long-term Incentive Plan
The Company's Long-term Incentive Plans provide for incentive compensation awards for Investment Banking Senior Managing Directors, excluding executive officers of the Company, who exceed defined benchmark results over four-year performance periods beginning January 1, 2021 (the "2021 Long-term Incentive Plan") and January 1, 2025 (the "2025 Long-term Incentive Plan", which was approved by the Company's Board of Directors in April 2025). As of September 30, 2025, the Company has accrued $143,427 pursuant to the above Long-term Incentive Plans, including $71,997 within Accrued Compensation and Benefits and $71,430 within Other Long-term Liabilities, on the Unaudited Condensed Consolidated Statement of Financial Condition. The performance period for the 2021 Long-term Incentive Plan ended on December 31, 2024 and in conjunction with this plan, the Company distributed cash payments of $71,522 in the nine months ended September 30, 2025. Remaining amounts due pursuant to these plans are to be paid in cash or Class A Shares, at the Company's discretion, in the first quarter of 2026 and 2027 (for the 2021 Long-term Incentive Plan), and in the first quarter of 2029, 2030 and 2031 (for the 2025 Long-term Incentive Plan), subject to employment at the time of payment. The Company periodically assesses the probability of the benchmarks being achieved and expenses the probable payout over the requisite service period of the award. The Company recorded compensation expense related to these plans of $21,617 and $48,472 for the three and nine months ended September 30, 2025, respectively, and $10,792 and $30,542 for the three and nine months ended September 30, 2024, respectively.
As of September 30, 2025, the total remaining expense to be recognized for the 2021 Long-term Incentive Plan over the future vesting period ending March 15, 2027 is $24,549. As of September 30, 2025, the total remaining expense to be recognized for the 2025 Long-term Incentive Plan over the future vesting period ending March 14, 2031, based on the current anticipated probable payout for the plan, is $249,956.
Employee Loans Receivable
Periodically, the Company provides new and existing employees with cash payments in the form of loans and/or other cash awards which are subject to ratable vesting terms with service requirements ranging from one to five years, and in certain circumstances are also subject to the achievement of performance requirements. Generally, these awards, based on the terms, include a requirement of either full or partial repayment by the employee if the service or other requirements of the agreements with the Company are not achieved. In circumstances where the employee meets the Company's minimum credit standards, the Company amortizes these awards to compensation expense over the relevant service period, which is generally the period they are subject to forfeiture. Compensation expense related to these awards was $12,597 and $34,138 for the three and nine months ended September 30, 2025, respectively, and $10,591 and $28,923 for the three and nine months ended September 30, 2024, respectively. As of September 30, 2025, the total compensation cost not yet recognized related to these awards was $69,635.








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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Separation and Transition Benefits
The following table presents the change in the Company's liability related to separation benefits, stay arrangements and accelerated deferred cash compensation (together, "Termination Costs") for the nine months ended September 30, 2025 and 2024:
For the Nine Months Ended September 30,
2025 2024
Beginning Balance $ 1,181  $ 2,824 
Termination Costs Incurred 8,722  7,102 
Cash Benefits Paid (6,812) (8,522)
Non-Cash Charges (177) (64)
Ending Balance $ 2,914  $ 1,340 
In addition to the above Termination Costs incurred, the Company also incurred expenses related to the acceleration of the amortization of share-based payments previously granted to affected employees of $2,002 and $7,946 for the three and nine months ended September 30, 2025, respectively, (related to 63 RSUs) and $842 and $4,335 for the three and nine months ended September 30, 2024, respectively, (related to 38 RSUs) recorded in Employee Compensation and Benefits, principally within the Investment Banking & Equities segment, on the Company's Unaudited Condensed Consolidated Statements of Operations.
Note 16 – Commitments and Contingencies
For a further discussion of the Company's commitments, refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
Private Equity – As of September 30, 2025, the Company had unfunded commitments for capital contributions of $2,584 to private equity funds. These commitments will be funded as required through the end of each private equity fund's investment period, subject to certain conditions. Such commitments are satisfied in cash and are generally required to be made as investment opportunities are consummated by the private equity funds.
Lines of Credit – On July 10, 2025, the Company amended its $85,000 revolving credit facility Evercore Partners Services East L.L.C. ("East") held with PNC Bank, National Association ("PNC") such that the aggregate principal amount was increased to up to $225,000 (the "PNC Facility") to be used for working capital and other corporate activities. The facility is unsecured. In addition, the agreement contains certain reporting covenants, as well as certain debt covenants, that prohibit East and the Company from incurring other indebtedness, subject to specified exceptions. Drawings for this facility bear interest at Daily SOFR plus 130 basis points and the maturity date was extended to July 10, 2028. There were no drawings under this facility at September 30, 2025.
EGL maintains a subordinated revolving credit facility with PNC, as amended on October 10, 2025, in an aggregate principal amount of up to $75,000, to be used as needed in support of capital requirements from time to time of EGL. This facility is unsecured and is guaranteed by Evercore LP and other affiliates, pursuant to a guaranty agreement, which provides for certain reporting requirements and debt covenants consistent with the PNC Facility. The interest rate provisions are Daily SOFR plus 130 basis points and the maturity date is October 10, 2029. There were no drawings under this facility at September 30, 2025.
In addition, EGL's clearing broker provides temporary funding for the settlement of securities transactions.





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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Restricted Cash – The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Unaudited Condensed Consolidated Statements of Financial Condition that sum to the total of amounts shown in the Unaudited Condensed Consolidated Statements of Cash Flows:
September 30,
2025 2024
Cash and Cash Equivalents $ 851,908  $ 533,109 
Restricted Cash included in Other Assets 9,683  8,920 
Total Cash, Cash Equivalents and Restricted Cash shown in the Statement of Cash Flows $ 861,591  $ 542,029 
Restricted Cash included in Other Assets on the Unaudited Condensed Consolidated Statements of Financial Condition primarily represents letters of credit which are secured by cash as collateral for the lease of office space and security deposits for certain equipment. The restrictions will lapse when the leases end.
Self-Funded Medical Insurance Program – Effective January 1, 2023, the Company changed its medical insurance plan in the U.S. from a fully insured to a self-funded plan. The Company is liable for the funding of claims under the self-funded plan. The Company also maintains stop-loss insurance for its medical plan to provide coverage for claims over a defined financial threshold. The estimated present value of incurred but not reported claims is $3,585 and $3,268 as of September 30, 2025 and December 31, 2024, respectively, which is included within Accrued Compensation and Benefits on the Unaudited Condensed Consolidated Statements of Financial Condition.
Foreign Exchange – Periodically, the Company enters into foreign currency exchange forward contracts as an economic hedge against exchange rate risk for foreign currency denominated accounts receivable or other commitments.
During the third quarter of 2025, the Company entered into a foreign currency exchange forward contract to buy 200,000 British Pounds sterling for $270,600, which settled during the third quarter of 2025, and a foreign currency exchange forward contract to sell 71,250 British Pounds sterling for $96,401, which settled in October 2025. The outstanding contract is recorded at its fair value of $573 within Other Current Assets on the Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2025. The Company recorded a net loss on these contracts of $1,097 for the three and nine months ended September 30, 2025, which is included within Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statements of Operations.
During the third quarter of 2023, the Company entered into a foreign currency exchange forward contract to buy 30,000 British Pounds sterling for $36,675, which settled during the first quarter of 2024, and resulted in a loss of $347 for the nine months ended September 30, 2024.
Contingencies
In the normal course of business, from time to time, the Company and its affiliates are involved in judicial or regulatory proceedings, arbitration or mediation concerning matters arising in connection with the conduct of its businesses, including contractual and employment matters. In addition, United Kingdom, German, Hong Kong, Singapore, Canadian, Dubai, Indonesian and United States government agencies and self-regulatory organizations, as well as state securities commissions in the United States, conduct periodic examinations and initiate administrative proceedings regarding the Company's business, including, among other matters, accounting and operational matters, that can result in censure, fine, the issuance of cease-and-desist orders or the suspension or expulsion of a broker-dealer, investment advisor, or its directors, officers or employees. In view of the inherent difficulty of determining whether any loss in connection with such matters is probable and whether the amount of such loss can be reasonably estimated, particularly in cases where claimants seek substantial or indeterminate damages or where investigations and proceedings are in the early stages, the Company cannot estimate the amount of such loss or range of loss, if any, related to such matters, how or if such matters will be resolved, when they will ultimately be resolved, or what the eventual settlement, fine, penalty or other relief, if any, might be. Subject to the foregoing, the Company believes, based on current knowledge and after consultation with counsel, that it is not currently party to any material pending proceedings, individually or in the aggregate, the resolution of which would have a material effect on the Company. Provisions for losses are established in accordance with ASC 450, "Contingencies" ("ASC 450") when warranted. Once established, such provisions are adjusted when there is more information available or when an event occurs requiring a change.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
The Company and its subsidiaries are subject to employment and tax laws, regulations and treaties in various U.S. and non-U.S. jurisdictions. These laws, regulations and treaties are complex, and the manner in which they apply to the Company’s facts and circumstances is open to evolving interpretation. Although management believes it has applied these laws, regulations and treaties in a compliant manner, a recent interpretation reached by a judicial authority has challenged the employment tax treatment of members of a partnership which is not affiliated with the Company. While that challenge remains subject to a judicial review process, and the Company and its subsidiaries are not a party to the proceedings, the ultimate outcome may adversely impact the Company’s tax position.
Note 17 – Regulatory Authorities
EGL is a U.S. registered broker-dealer and is subject to the net capital requirements of Rule 15c3-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Under the Alternative Net Capital Requirement, EGL's minimum net capital requirement is $250. EGL's regulatory net capital as of September 30, 2025 and December 31, 2024 was $346,806 and $475,936, respectively, which exceeded the minimum net capital requirement by $346,556 and $475,686, respectively.
Evercore Trust Company, N.A. ("ETC"), which is limited to fiduciary activities, is regulated by the Office of the Comptroller of the Currency ("OCC") and is a member bank of the Federal Reserve System. The Company, Evercore LP and ETC are subject to written agreements with the OCC that, among other things, require the Company and Evercore LP to maintain at least $5,000 in Tier 1 capital in ETC (or such other amount as the OCC may require) and maintain liquid assets in ETC in an amount at least equal to the greater of $3,500 or 180 days coverage of ETC's operating expenses. The Company was in compliance with the aforementioned agreements as of September 30, 2025.
Evercore U.K., our U.K. Advisory affiliate, and Evercore ISI U.K., our U.K. Equities affiliate, are regulated by the Financial Conduct Authority. The aggregate regulatory net capital of these affiliates as of September 30, 2025 and December 31, 2024 was $570,360 and $232,039, respectively, which exceeded the minimum requirement by $273,045 and $139,208, respectively.
Certain other non-U.S. subsidiaries are subject to various securities and banking regulations and capital adequacy requirements promulgated by the regulatory and exchange authorities of the countries in which they operate. These subsidiaries are in excess of their local capital adequacy requirements at September 30, 2025.
Note 18 – Income Taxes
The Company's Provision for Income Taxes was $59,794 and $62,332 for the three and nine months ended September 30, 2025, respectively, and $34,971 and $56,659 for the three and nine months ended September 30, 2024, respectively. The effective tax rate was 27.5% and 13.0% for the three and nine months ended September 30, 2025, respectively, and 28.4% and 17.7% for the three and nine months ended September 30, 2024, respectively. The effective tax rate reflects the recognition of net excess tax benefits associated with appreciation in the Company's share price upon vesting of employee share-based awards above the original grant price of $76,450 and $31,976 for the nine months ended September 30, 2025 and 2024, respectively, which resulted in a reduction in the effective tax rate of 15.9 and 10.0 percentage points for the nine months ended September 30, 2025 and 2024, respectively. The effective tax rate for 2025 and 2024 also reflects the effect of certain non-deductible expenses and state and local apportionment adjustments.
In October 2021, members of the Organization for Economic Co-operation and Development ("OECD") agreed on a two-pillar tax framework to realign international taxation with economic activities, including a coordinated set of rules designed to ensure large multinational enterprises pay a minimum 15% tax rate across all jurisdictions, known as Pillar Two. The U.S. has not yet adopted these rules, but several countries have enacted Pillar Two with an effective date beginning January 1, 2024. The impact of Pillar Two on the Company's effective tax rate during the year was not material and it is not expected to materially impact the Company's effective tax rate in the future.
Additionally, the Company is subject to the income tax effects associated with the global intangible low-taxed income ("GILTI") provisions in the period incurred. For the three and nine months ended September 30, 2025 and 2024, no additional income tax expense associated with the GILTI provisions has been recognized and it is not expected to be material to the Company's effective tax rate for the year.
The Company recorded an increase in deferred tax assets of $42 associated with changes in Unrealized Gain (Loss) on Securities and Investments and a decrease of $7,457 associated with changes in Foreign Currency Translation Adjustment Gain (Loss), in Accumulated Other Comprehensive Income (Loss), for the nine months ended September 30, 2025.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
The Company recorded an increase in deferred tax assets of $37 associated with changes in Unrealized Gain (Loss) on Securities and Investments and a decrease of $2,247 associated with changes in Foreign Currency Translation Adjustment Gain (Loss), in Accumulated Other Comprehensive Income (Loss), for the nine months ended September 30, 2024.
The Company classifies interest relating to tax matters and tax penalties as a component of income tax expense in its Unaudited Condensed Consolidated Statements of Operations. As of September 30, 2025, there were $125 of unrecognized tax benefits that, if recognized, $102 would affect the effective tax rate. Related to the unrecognized tax benefits, the Company accrued interest of $2 during the three months ended September 30, 2025.
On July 4, 2025, the United States enacted House Resolution 1 of the 119th Congress ("the Act"). The Act makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and beginning after December 31, 2025, updates for Net CFC Testing Income (formerly GILTI). The Company is still evaluating the impact of the Act which is not expected to materially impact the Company’s effective tax rate for the year.
Note 19 – Segment Operating Results
Business Segments – The Company's business results are categorized into the following two segments: Investment Banking & Equities and Investment Management. The Investment Banking & Equities segment includes providing advice to clients on significant mergers, acquisitions, divestitures and other strategic corporate transactions, as well as services related to securities underwriting, private placement services and commissions for agency-based equity trading services and equity research. The Investment Banking & Equities segment also includes an interest in Seneca Evercore, which is accounted for under the equity method of accounting, and previously included an interest in Luminis (through September 2024). The Investment Management segment includes Wealth Management and interests in private equity funds which are not managed by the Company, as well as an interest in Atalanta Sosnoff, which is accounted for under the equity method of accounting, and previously included an interest in ABS (through July 2024).
The Company's segment information is prepared using the following methodology:
•Revenue, expenses and income (loss) from equity method investments directly associated with each segment are included in determining pre-tax income.
•Expenses not directly associated with specific segments are allocated based on the most relevant measures applicable, including headcount, square footage and other performance and time-based factors.
•Segment assets are based on those directly associated with each segment, or for certain assets shared across segments, those assets are allocated based on the most relevant measures applicable, including headcount and other factors.
•Investment gains and losses, interest income and interest expense are allocated between the segments based on the segment in which the underlying asset or liability is held.
Other Revenue, net, included in each segment's Net Revenues includes the following:
•Interest income, including accretion, and income (losses) on investment securities, including the Company's investment funds (which are used as an economic hedge against the Company's deferred cash compensation program), certificates of deposit, cash and cash equivalents and long-term accounts receivable
•A gain on the sale of the remaining portion of the Company's interest in ABS in the third quarter of 2024. See Note 8 for further information
•A loss related to the release of cumulative foreign exchange losses resulting from the redemption of the Company's interest in Luminis in the third quarter of 2024. See Note 8 for further information
•Gains (losses) resulting from foreign currency exchange rate fluctuations and foreign currency exchange forward contracts used as an economic hedge against exchange rate risk for foreign currency denominated accounts receivable or other commitments
•Realized and unrealized gains and losses on interests in private equity funds which are not managed by the Company
•Interest expense associated with the Company’s Notes Payable, lines of credit and other financing arrangements
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
•Adjustments to amounts due pursuant to the Company’s tax receivable agreement, subsequent to its initial establishment, related to changes in enacted tax rates
Each segment's expenses include: a) employee compensation and benefits expenses that are incurred directly in support of the segment and b) non-compensation expenses, which include expenses for premises and occupancy, professional fees, travel and entertainment, technology and information services, execution, clearing and custody fees, equipment and indirect support costs (including compensation and other operating expenses related thereto) for corporate services. Such corporate services include, but are not limited to, accounting, tax, legal, technology, human capital, facilities management and senior management activities.
Additionally, the Company's segment expenses for the three and nine months ended September 30, 2024 also include Special Charges, Including Business Realignment Costs, related to the write-off of the remaining carrying value of the Company's investment in Luminis in connection with the redemption of the Company's interest.
The prior period reclassifications from "Professional Fees" to "Technology and Information Services" for the Investment Banking & Equities segment are as follows: $9,950 for the three months ended March 31, 2025; $8,792, $9,598, $10,199 and $9,947 for the three months ended March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024, respectively, and $38,536 for the twelve months ended December 31, 2024; $8,356, $7,960, $8,987 and $8,843 for the three months ended March 31, 2023, June 30, 2023, September 30, 2023 and December 31, 2023, respectively, and $34,146 for the twelve months ended December 31, 2023. See Note 2 for further information.
The prior period reclassifications from "Professional Fees" to "Technology and Information Services" for the Investment Management segment are as follows: $273 for the three months ended March 31, 2025; $217, $253, $266 and $249 for the three months ended March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024, respectively, and $985 for the twelve months ended December 31, 2024; $211, $226, $254 and $223 for the three months ended March 31, 2023, June 30, 2023, September 30, 2023 and December 31, 2023, respectively, and $914 for the twelve months ended December 31, 2023. See Note 2 for further information.
The Company evaluates segment results based on net revenues and pre-tax income. The Company's resources are allocated and performance is assessed by the Company's CEO and Chairman, whom the Company has determined to be the CODM. For both segments, the CODM reviews net revenues and pre-tax income against current and past performance on a quarterly basis when making decisions about allocating resources to the segments, inclusive of decisions regarding new hires, expansion into new geographical locations and entering into material contracts, including lease agreements and significant investments in technology. The CODM also uses these measures in determining appropriate levels of employee compensation.
No client accounted for more than 10% of the Company's Consolidated Net Revenues for the three and nine months ended September 30, 2025 and 2024, respectively.
The following information presents each segment's contribution.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
  For the Three Months Ended September 30, For the Nine Months Ended September 30,
  2025 2024 2025 2024
Investment Banking & Equities
Net Revenues(1)
 $ 1,016,192  $ 712,775  $ 2,502,895  $ 1,944,513 
Employee Compensation and Benefits 664,616  475,990  1,648,092  1,301,341 
Non-Compensation(2)
 137,825  113,093  388,372  336,948 
Special Charges, Including Business Realignment Costs —  7,305  —  7,305 
Operating Income 213,751  116,387  466,431  298,919 
Income (Loss) from Equity Method Investments 11  207  (16) 1,042 
Pre-Tax Income $ 213,762  $ 116,594  $ 466,415  $ 299,961 
Identifiable Segment Assets $ 4,280,890  $ 3,432,220  $ 4,280,890  $ 3,432,220 
Investment Management
Net Revenues(1)
 $ 22,692  $ 21,447  $ 64,648  $ 59,748 
Employee Compensation and Benefits 16,036  12,020  40,996  33,309 
Non-Compensation(2)
 4,201  3,821  12,304  11,002 
Operating Income 2,455  5,606  11,348  15,437 
Income from Equity Method Investments 1,071  865  2,792  4,212 
Pre-Tax Income $ 3,526  $ 6,471  $ 14,140  $ 19,649 
Identifiable Segment Assets $ 141,356  $ 135,327  $ 141,356  $ 135,327 
Total
Net Revenues(1)
 $ 1,038,884  $ 734,222  $ 2,567,543  $ 2,004,261 
Employee Compensation and Benefits 680,652  488,010  1,689,088  1,334,650 
Non-Compensation(2)
 142,026  116,914  400,676  347,950 
Special Charges, Including Business Realignment Costs —  7,305  —  7,305 
Operating Income 216,206  121,993  477,779  314,356 
Income from Equity Method Investments 1,082  1,072  2,776  5,254 
Pre-Tax Income $ 217,288  $ 123,065  $ 480,555  $ 319,610 
Identifiable Segment Assets $ 4,422,246  $ 3,567,547  $ 4,422,246  $ 3,567,547 
(1)Net Revenues include Other Revenue, net, allocated to the segments as follows:
  For the Three Months Ended September 30, For the Nine Months Ended September 30,
  2025 2024 2025 2024
Investment Banking & Equities(A)
 $ 25,934  $ 21,104  $ 57,701  $ 66,802 
Investment Management 215  892  504  1,294 
Total Other Revenue, net $ 26,149  $ 21,996  $ 58,205  $ 68,096 
(A)Other Revenue, net, from the Investment Banking & Equities segment includes interest expense on the Notes Payable, lines of credit and other financing arrangements of $7,110 and $15,513 for the three and nine months ended September 30, 2025, respectively, and $4,198 and $12,575 for the three and nine months ended September 30, 2024, respectively.








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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
(2)Non-Compensation expenses are as follows:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 2025 2024
Investment Banking & Equities
Occupancy and Equipment Rental $ 26,904  $ 22,404  $ 78,268  $ 65,047 
Professional Fees(A)
 24,528  20,792  67,731  65,431 
Travel and Related Expenses 23,006  18,120  68,546  58,264 
Technology and Information Services(A)
 35,700  30,723  103,363  86,496 
Depreciation and Amortization 7,726  5,824  19,961  18,375 
Execution, Clearing and Custody Fees 2,496  2,903  8,108  8,459 
Acquisition and Transition Costs 3,516  —  5,153  — 
Other Operating Expenses 13,949  12,327  37,242  34,876 
Total Non-Compensation $ 137,825  $ 113,093  $ 388,372  $ 336,948 
Investment Management
Occupancy and Equipment Rental $ 626  $ 683  $ 1,907  $ 1,785 
Professional Fees(B)
 1,144  1,056  3,464  3,064 
Travel and Related Expenses 240  158  702  620 
Technology and Information Services(B)
 1,254  984  3,545  2,824 
Depreciation and Amortization 130  72  321  253 
Execution, Clearing and Custody Fees 466  443  1,380  1,279 
Other Operating Expenses 341  425  985  1,177 
Total Non-Compensation $ 4,201  $ 3,821  $ 12,304  $ 11,002 
Total
Occupancy and Equipment Rental $ 27,530  $ 23,087  $ 80,175  $ 66,832 
Professional Fees(C)
 25,672  21,848  71,195  68,495 
Travel and Related Expenses 23,246  18,278  69,248  58,884 
Technology and Information Services(C)
 36,954  31,707  106,908  89,320 
Depreciation and Amortization 7,856  5,896  20,282  18,628 
Execution, Clearing and Custody Fees 2,962  3,346  9,488  9,738 
Acquisition and Transition Costs 3,516  —  5,153  — 
Other Operating Expenses 14,290  12,752  38,227  36,053 
Total Non-Compensation $ 142,026  $ 116,914  $ 400,676  $ 347,950 
(A)The Company reclassified $10,199 and $28,589 of technology and related expenses from "Professional Fees" to "Technology and Information Services" in the Investment Banking & Equities segment for the three and nine months ended September 30, 2024, respectively, to conform to the current presentation. See Note 2 for further information.
(B)The Company reclassified $266 and $736 of technology and related expenses from "Professional Fees" to "Technology and Information Services" in the Investment Management segment for the three and nine months ended September 30, 2024, respectively, to conform to the current presentation. See Note 2 for further information.
(C)The Company reclassified $10,465 and $29,325 of technology and related expenses from "Professional Fees" to "Technology and Information Services" for the three and nine months ended September 30, 2024, respectively, to conform to the current presentation. See Note 2 for further information.



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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Geographic Information – The Company manages its business based on the profitability of the enterprise as a whole.
The Company's revenues were derived from clients located and managed in the following geographical areas:
  For the Three Months Ended September 30, For the Nine Months Ended September 30,
  2025 2024 2025 2024
Net Revenues:(1)
Americas(2)
 $ 808,956  $ 535,846  $ 2,071,706  $ 1,584,065 
Europe, Middle East and Africa ("EMEA") 180,934  152,236  380,019  314,832 
Asia-Pacific 22,845  24,144  57,613  37,268 
Total $ 1,012,735  $ 712,226  $ 2,509,338  $ 1,936,165 
(1)Excludes Other Revenue, Including Interest and Investments, and Interest Expense.
(2)Primarily includes revenue attributable to the United States of $770,877 and $1,948,359 for the three and nine months ended September 30, 2025, respectively, and $502,176 and $1,491,922 for the three and nine months ended September 30, 2024, respectively.
The Company's total assets are located in the following geographical areas:
September 30, 2025 December 31, 2024
Total Assets:
Americas(1)
 $ 3,110,850  $ 3,496,519 
EMEA(2)
 1,244,088  614,494 
Asia-Pacific 67,308  62,958 
Total $ 4,422,246  $ 4,173,971 
(1)Primarily includes assets located in the United States.
(2)Primarily includes assets located in the United Kingdom.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with Evercore Inc.'s unaudited condensed consolidated financial statements and the related notes included elsewhere in this Form 10-Q.

Forward-Looking Statements

This report contains, or incorporates by reference, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Exchange Act, which reflect our current views with respect to, among other things, our operations and financial performance. In some cases, you can identify these forward-looking statements by the use of words such as "outlook," "backlog," "believes," "expects," "potential," "probable," "continues," "may," "will," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. All statements, other than statements of historical fact, included in this report are forward-looking statements and are based on various underlying assumptions and expectations and are subject to known and unknown risks, uncertainties and assumptions, and may include projections of our future financial performance based on our growth strategies and anticipated trends in our business.

Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. All statements other than statements of historical fact are forward-looking statements and, based on various underlying assumptions and expectations, are subject to known and unknown risks, uncertainties and assumptions and may include projections of our future financial performance based on our growth strategies and anticipated trends in Evercore's business. We believe these factors include, but are not limited to, those described under "Risk Factors" discussed in the Annual Report on Form 10-K for the year ended December 31, 2024. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included or incorporated by reference in this report. In addition, new risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise except as required by law.

Key Financial Measures
Revenue
Total revenues reflect revenues from our Investment Banking & Equities and Investment Management business segments that include fees for services, transaction-related client reimbursements and other revenue. Net revenues reflect total revenues less interest expense.
Investment Banking & Equities. Our Investment Banking & Equities segment earns fees from its clients for providing advice on mergers, acquisitions, divestitures, capital raising, leveraged buyouts, liability management and restructurings, private funds advisory and private capital markets services, activism and defense and similar corporate finance matters, and from underwriting and private placement activities, as well as commissions, fees and principal revenues from research and sales and trading activities. The amount and timing of the fees paid vary by the type of engagement or services provided. In general, advisory fees are paid at the time we sign an engagement letter, during the course of the engagement or when an engagement is completed. The majority of our revenue consists of advisory fees for which realizations are dependent on the successful completion of client transactions. A transaction can fail to be completed for many reasons which are outside of our control, including failure of parties to agree upon final terms with the counterparty, to secure necessary board or shareholder approvals, to secure necessary financing, to achieve necessary regulatory approvals, or due to adverse market conditions. In the case of bankruptcy engagements, fees may be subject to court approval. Underwriting fees are recognized when the offering has been deemed to be completed and placement fees are generally recognized at the time of the client's acceptance of capital or capital commitments. Commissions and Related Revenue includes commissions, which are recorded on a trade-date basis or, in the case of payments under commission sharing arrangements, on the date earned. Commissions and Related Revenue also includes subscription fees for the sale of research, as well as revenues from trades primarily executed on a riskless principal basis. Cash received before the subscription period ends is initially recorded as deferred revenue (a contract liability) and recognized as revenue over the remaining subscription period.
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Revenue trends in our advisory business generally are correlated to the volume of merger and acquisitions ("M&A") activity, restructuring activity, which generally tends to be counter-cyclical to M&A, and capital advisory activity. Demand for these capabilities can vary in any given year or quarter for a number of reasons. For example, changes in our market share or the ability of our clients to close certain large transactions can cause our revenue results to diverge from the level of overall M&A, restructuring or capital advisory activity. Revenue trends in our equities business are correlated, in part, to market volumes, which generally decrease in periods of low market volatility or unfavorable market or economic conditions. See "Liquidity and Capital Resources" below for further information.
Investment Management. Our Investment Management segment includes operations related to the Wealth Management business and interests in private equity funds which we do not manage. Revenue sources primarily include management fees, fiduciary fees and gains (or losses) on our investments.
Management fees for third party clients generally represent a percentage of assets under management ("AUM"). Fiduciary fees, which are generally a function of the size and complexity of each engagement, are individually negotiated. Gains and losses include both realized and unrealized gains and losses on principal investments, including those arising from our equity interest in investment partnerships.
Transaction-Related Client Reimbursements. In our Investment Banking & Equities segment, we incur various transaction-related expenditures, such as travel expenses and professional fees, in the course of performing our services. Pursuant to the engagement letters with our advisory clients, these expenditures may be reimbursable. We define these expenses, which are associated with revenue activities earned over time, as transaction-related expenses and record such expenditures as incurred and record revenue when it is determined that clients have an obligation to reimburse us for such transaction-related expenses. Client expense reimbursements are recorded as revenue on the Unaudited Condensed Consolidated Statements of Operations on the later of the date an engagement letter is executed or the date we pay or accrue the expense.
Other Revenue and Interest Expense. Other Revenue includes the following:
•Interest income, including accretion, and income (losses) on investment securities, including our investment funds (which are used as an economic hedge against our deferred cash compensation program), certificates of deposit, cash and cash equivalents and long-term accounts receivable
•A gain on the sale of the remaining portion of our interest in ABS in the third quarter of 2024. See Note 8 to our unaudited condensed consolidated financial statements for further information
•A loss related to the release of cumulative foreign exchange losses resulting from the redemption of our interest in Luminis in the third quarter of 2024. See Note 8 to our unaudited condensed consolidated financial statements for further information
•Gains (losses) resulting from foreign currency exchange rate fluctuations and foreign currency exchange forward contracts used as an economic hedge against exchange rate risk for foreign currency denominated accounts receivable or other commitments
•Realized and unrealized gains and losses on interests in private equity funds which we do not manage
•Adjustments to amounts due pursuant to our tax receivable agreement, subsequent to its initial establishment, related to changes in enacted tax rates
Interest Expense includes interest expense associated with our Notes Payable, lines of credit and other financing arrangements.
Expenses
Employee Compensation and Benefits. We include all payments for services rendered by our employees, as well as profits interests in our businesses that have been accounted for as compensation, in employee compensation and benefits expense.
We maintain compensation programs, including base salary, cash, deferred cash and equity bonus awards and benefits programs and manage compensation to estimates of competitive levels based on market conditions and performance. Our level of compensation, including deferred compensation, reflects our plan to maintain competitive compensation levels to retain key personnel, and it reflects the impact of newly-hired senior professionals upon their start date, including related grants of equity and other awards, which are generally valued at their grant date and recorded in employee compensation and benefits expense over the requisite service period.
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Increasing the number of high-caliber, experienced senior level employees is critical to our growth efforts. In our advisory businesses, these hires, which begin their service throughout any given year, generally do not begin to generate significant revenue in the year they are hired.
Our annual compensation program includes share-based compensation awards and deferred cash awards as a component of the annual bonus awards for certain employees. These awards, the amount granted of which is a function of performance and market conditions, are generally subject to annual vesting requirements over a four-year period beginning at the date of grant, which occurs in the first quarter of each year; accordingly, the expense is generally amortized over the stated vesting period, subject to retirement eligibility. With respect to annual awards, our retirement eligibility criteria generally stipulates that an employee is eligible for retirement if the employee has at least five years of continuous service, is at least 55 years of age and has a combined age and years of service of at least 65 years, or if an employee has at least 10 years of continuous service and is at least 60 years of age. Retirement eligibility allows for continued vesting of awards after employees depart from the Company, provided they give the minimum advance notice, which is generally six months to one year and comply with certain post-termination obligations.
We estimate forfeitures in the aggregate compensation cost to be amortized over the requisite service period of the awards. We periodically monitor our estimated forfeiture rate and adjust our assumptions to the actual occurrence of forfeited awards. A change in estimated forfeitures is recognized through a cumulative adjustment in the period of the change.
In January 2023, 2024 and 2025, our Board of Directors approved the issuance of Class L Interests to certain of our named executive officers, pursuant to which the named executive officers receive a discretionary distribution of profits from Evercore LP, paid in the first quarters of 2024, 2025 and 2026, respectively. Distributions pursuant to these interests are made in lieu of any cash incentive compensation payments which may otherwise have been made to our named executive officers in respect of their service for 2023, 2024 and 2025, respectively. Following the distributions, the Class L Interests are cancelled pursuant to their terms. We record expense equal to the amount of these distributions in Employee Compensation and Benefits on the Unaudited Condensed Consolidated Statements of Operations and reflect accrued liabilities related to these distributions in Accrued Compensation and Benefits on the Unaudited Condensed Consolidated Statements of Financial Condition.
Our Long-term Incentive Plans provide for incentive compensation awards for Investment Banking Senior Managing Directors, excluding executive officers, who exceed defined benchmark results over four-year performance periods beginning January 1, 2021, pursuant to the 2021 Long-term Incentive Plan, and January 1, 2025, pursuant to the 2025 Long-term Incentive Plan (which was approved by our Board of Directors in April 2025). The performance period for the 2021 Long-term Incentive Plan ended on December 31, 2024 and in conjunction with this plan, we made a cash distribution in the first quarter of 2025. Remaining amounts due pursuant to these plans are due to be paid in cash or Class A Shares, at our discretion, in the first quarter of 2026 and 2027 (for the 2021 Long-term Incentive Plan), and in the first quarter of 2029, 2030 and 2031 (for the 2025 Long-term Incentive Plan), subject to employment at the time of payment. We periodically assess the probability of the benchmarks being achieved and expense the probable payout over the requisite service period of the award.
From time to time, we also grant incentive awards to certain individuals which include both performance and service-based vesting requirements and, in certain awards, market-based requirements. These include Class K-P Units issued by Evercore LP and certain RSU and deferred cash awards. See Note 15 to our unaudited condensed consolidated financial statements for further information.
We believe that the ratio of Employee Compensation and Benefits Expense to Net Revenues is an important measure to assess the annual cost of compensation relative to performance and provides a meaningful basis for comparison of compensation and benefits expense between present, historical and future years.
Non-Compensation. Our Non-Compensation expenses include costs for occupancy and equipment rental, professional fees, travel and related expenses, technology and information services, depreciation and amortization, execution, clearing and custody fees, acquisition and transition costs and other operating expenses.
Special Charges, Including Business Realignment Costs. Special Charges, Including Business Realignment Costs, for the three and nine months ended September 30, 2024 related to the write-off of the remaining carrying value of our investment in Luminis in connection with the redemption of our interest.
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Income from Equity Method Investments
Our share of the income (loss) from our equity interests in Atalanta Sosnoff and Seneca Evercore, and our former equity interests in ABS (through July 2024) and Luminis (through September 2024) are included within Income from Equity Method Investments, as a component of Income Before Income Taxes, on the Unaudited Condensed Consolidated Statements of Operations. See Note 8 to our unaudited condensed consolidated financial statements for further information.
Provision for Income Taxes
We account for income taxes in accordance with ASC 740, "Income Taxes", which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax basis of our assets and liabilities. Excess tax benefits and deficiencies associated with the appreciation or depreciation in our share price upon vesting of employee share-based awards above or below the original grant price are recognized in our Provision for Income Taxes. In addition, net deferred tax assets are impacted by changes to statutory tax rates in the period of enactment. See Note 18 to our unaudited condensed consolidated financial statements for further information.
Noncontrolling Interest
We record noncontrolling interest relating to the ownership interests of certain of our current and former Senior Managing Directors and other officers and their estate planning vehicles in Evercore LP, as well as the portions of our operating subsidiaries not owned by Evercore. Evercore Inc. is the sole general partner of Evercore LP and has a majority economic interest in Evercore LP. As a result, Evercore Inc. consolidates Evercore LP and records a noncontrolling interest for the economic interest in Evercore LP held by the limited partners.
We generally allocate net income or loss to participating noncontrolling interests held at Evercore LP and at the operating entity level, where required, by multiplying the relative ownership interest of the noncontrolling interest holders for the period by the net income or loss of the entity to which the noncontrolling interest relates. In circumstances where the governing documents of the entity to which the noncontrolling interest relates require special allocations of profits or losses to the controlling and noncontrolling interest holders, the net income or loss of these entities is allocated based on these special allocations. See Note 13 to our unaudited condensed consolidated financial statements for further information.
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Results of Operations
The following is a discussion of our results of operations for the three and nine months ended September 30, 2025 and 2024. For a more detailed discussion of the factors that affected the revenue and operating expenses of our Investment Banking & Equities and Investment Management business segments in these periods, see the discussion in "Business Segments" below.
  For the Three Months Ended September 30,   For the Nine Months Ended September 30,
  2025 2024 Change 2025 2024 Change
  (dollars and share amounts in thousands, except per share data)
Revenues
Investment Banking & Equities:
Advisory Fees $ 883,712  $ 592,980  49 % $ 2,138,805  $ 1,591,049  34 %
Underwriting Fees 43,730  44,132  (1 %) 130,191  130,666  — %
Commissions and Related Revenue 62,816  54,559  15 % 176,198  155,996  13 %
Asset Management and Administration Fees 22,477  20,555  9 % 64,144  58,454  10 %
Other Revenue, Including Interest and Investments 33,259  26,194  27 % 73,718  80,671  (9 %)
Total Revenues 1,045,994  738,420  42 % 2,583,056  2,016,836  28 %
Interest Expense 7,110  4,198  69 % 15,513  12,575  23 %
Net Revenues 1,038,884  734,222  41 % 2,567,543  2,004,261  28 %
Expenses
Employee Compensation and Benefits 680,652  488,010  39 % 1,689,088  1,334,650  27 %
Non-Compensation(1)
 142,026  116,914  21 % 400,676  347,950  15 %
Special Charges, Including Business Realignment Costs —  7,305  NM —  7,305  NM
Total Expenses 822,678  612,229  34 % 2,089,764  1,689,905  24 %
Income Before Income from Equity Method Investments and Income Taxes 216,206  121,993  77 % 477,779  314,356  52 %
Income from Equity Method Investments 1,082  1,072  1 % 2,776  5,254  (47 %)
Income Before Income Taxes 217,288  123,065  77 % 480,555  319,610  50 %
Provision for Income Taxes 59,794  34,971  71 % 62,332  56,659  10 %
Net Income 157,494  88,094  79 % 418,223  262,951  59 %
Net Income Attributable to Noncontrolling Interest 12,911  9,701  33 % 30,255  25,107  21 %
Net Income Attributable to Evercore Inc. $ 144,583  $ 78,393  84 % $ 387,968  $ 237,844  63 %
Diluted Weighted Average Shares of Class A Common Stock Outstanding 42,419  42,038  1 % 41,897  41,325  1 %
Diluted Net Income Per Share Attributable to Evercore Inc. Common Shareholders $ 3.41  $ 1.86  83 % $ 9.26  $ 5.76  61 %
(1)Non-Compensation expenses are as follows:
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For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 Change 2025 2024 Change
(dollars in thousands)
Non-Compensation
Occupancy and Equipment Rental $ 27,530  $ 23,087  19 % $ 80,175  $ 66,832  20 %
Professional Fees(A)
 25,672  21,848  18 % 71,195  68,495  4 %
Travel and Related Expenses 23,246  18,278  27 % 69,248  58,884  18 %
Technology and Information Services(A)
 36,954  31,707  17 % 106,908  89,320  20 %
Depreciation and Amortization 7,856  5,896  33 % 20,282  18,628  9 %
Execution, Clearing and Custody Fees 2,962  3,346  (11 %) 9,488  9,738  (3 %)
Acquisition and Transition Costs 3,516  —  NM 5,153  —  NM
Other Operating Expenses 14,290  12,752  12 % 38,227  36,053  6 %
Total Non-Compensation $ 142,026  $ 116,914  21 % $ 400,676  $ 347,950  15 %
(A)Includes the reclassification of $10.4 million and $29.3 million of technology and related expenses from "Professional Fees" to "Technology and Information Services" for the three and nine months ended September 30, 2024, respectively, to conform to the current presentation. See Note 2 to our unaudited condensed consolidated financial statements for further information.
As of September 30, 2025 and 2024, we employed approximately 2,525 and 2,395 people, respectively.
Three Months Ended September 30, 2025 versus September 30, 2024
Net Income Attributable to Evercore Inc. was $144.6 million for the three months ended September 30, 2025, an increase of $66.2 million, or 84%, compared to $78.4 million for the three months ended September 30, 2024. The changes in our operating results during these periods are described below.
Net Revenues were $1.04 billion for the three months ended September 30, 2025, an increase of $304.7 million, or 41%, versus Net Revenues of $734.2 million for the three months ended September 30, 2024. Advisory Fees increased $290.7 million, or 49%, Commissions and Related Revenue increased $8.3 million, or 15%, and Underwriting Fees decreased $0.4 million, or 1%, compared to the three months ended September 30, 2024. Asset Management and Administration Fees increased $1.9 million, or 9%, compared to the three months ended September 30, 2024. See "Business Segments" and "Liquidity and Capital Resources" below for further information.
Other Revenue, Including Interest and Investments, was $33.3 million for the three months ended September 30, 2025, an increase of $7.1 million, or 27%, versus $26.2 million for the three months ended September 30, 2024, primarily reflecting higher performance of our investment funds portfolio, as well as higher returns on our fixed income investment portfolios, which primarily consist of U.S. Treasury bills, driven by higher portfolio balances during the third quarter of 2025 compared to 2024. The investment funds portfolio is used as an economic hedge against our deferred cash compensation program.
Interest Expense was $7.1 million for the three months ended September 30, 2025, an increase of $2.9 million, or 69%, versus $4.2 million for the three months ended September 30, 2024, primarily reflecting the issuance of new senior notes in July 2025. See Note 11 to our unaudited condensed consolidated financial statements for further information.
Employee Compensation and Benefits Expense was $680.7 million for the three months ended September 30, 2025, an increase of $192.6 million, or 39%, versus $488.0 million for the three months ended September 30, 2024. The increase in the amount of compensation recognized for the three months ended September 30, 2025 principally reflects a higher accrual for incentive compensation, higher base salaries and higher compensation expense related to senior new hires. Employee Compensation and Benefits Expense as a percentage of Net Revenues was 65.5% for the three months ended September 30, 2025, compared to 66.5% for the three months ended September 30, 2024. Employee Compensation and Benefits Expense as a percentage of Net Revenues was impacted by the factors above, as well as higher net revenues during the current year period compared to the prior year period.
Non-compensation expenses were $142.0 million for the three months ended September 30, 2025, an increase of $25.1 million, or 21%, versus $116.9 million for the three months ended September 30, 2024. The increase was primarily driven by an increase in technology and information services, principally reflecting higher expenses associated with license fees and research services in the third quarter of 2025, an increase in travel and related expenses, largely due to higher levels of business activity and increased headcount, and an increase in occupancy and equipment rental expense, primarily related to an increase in office space.
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Non-Compensation expenses per employee were approximately $57.0 thousand for the three months ended September 30, 2025, versus $49.5 thousand for the three months ended September 30, 2024, a 15% increase.
Special Charges, Including Business Realignment Costs, of $7.3 million for the three months ended September 30, 2024 related to the write-off of the remaining carrying value of our investment in Luminis in connection with the redemption of our interest. See Note 8 to our unaudited condensed consolidated financial statements for further information.
Income from Equity Method Investments was $1.1 million for the three months ended September 30, 2025 and 2024, reflecting higher earnings from Atalanta Sosnoff during the three months ended September 30, 2025, partially offset by lower earnings from Seneca Evercore during the three months ended September 30, 2025 and lower income from Luminis following the redemption of our interest during the third quarter of 2024. See Note 8 to our unaudited condensed consolidated financial statements for further information.
The provision for income taxes for the three months ended September 30, 2025 was $59.8 million, which reflected an effective tax rate of 27.5%. The provision for income taxes for the three months ended September 30, 2024 was $35.0 million, which reflected an effective tax rate of 28.4%. The increase in the provision for income taxes for the three months ended September 30, 2025 is primarily attributable to a $94.2 million increase in pre-tax income, as well as an increase in non-deductible expenses and state and local apportionment adjustments.
Net Income Attributable to Noncontrolling Interest was $12.9 million for the three months ended September 30, 2025, compared to $9.7 million for the three months ended September 30, 2024. The increase in Net Income Attributable to Noncontrolling Interest primarily reflects higher income at Evercore LP during the three months ended September 30, 2025. See Note 13 to our unaudited condensed consolidated financial statements for further information.
Nine Months Ended September 30, 2025 versus September 30, 2024
Net Income Attributable to Evercore Inc. was $388.0 million for the nine months ended September 30, 2025, an increase of $150.1 million, or 63%, compared to $237.8 million for the nine months ended September 30, 2024. The changes in our operating results during these periods are described below.
Net Revenues were $2.57 billion for the nine months ended September 30, 2025, an increase of $563.3 million, or 28%, versus Net Revenues of $2.00 billion for the nine months ended September 30, 2024. Advisory Fees increased $547.8 million, or 34%, Commissions and Related Revenue increased $20.2 million, or 13%, and Underwriting Fees decreased $0.5 million compared to the nine months ended September 30, 2024. Asset Management and Administration Fees increased $5.7 million, or 10%, compared to the nine months ended September 30, 2024. See "Business Segments" and "Liquidity and Capital Resources" below for further information.
Other Revenue, Including Interest and Investments, was $73.7 million for the nine months ended September 30, 2025, a decrease of $7.0 million, or 9%, versus $80.7 million for the nine months ended September 30, 2024, primarily reflecting lower performance of our investment funds portfolio, as well as lower returns on our fixed income investment portfolios, which primarily consist of U.S. Treasury bills, driven by lower rates during 2025 compared to 2024. The investment funds portfolio is used as an economic hedge against our deferred cash compensation program.
Interest Expense was $15.5 million for the nine months ended September 30, 2025, an increase of $2.9 million, or 23%, versus $12.6 million for the nine months ended September 30, 2024, primarily reflecting the issuance of new senior notes in July 2025. See Note 11 to our unaudited condensed consolidated financial statements for further information.
Employee Compensation and Benefits Expense was $1.69 billion for the nine months ended September 30, 2025, an increase of $354.4 million, or 27%, versus $1.33 billion for the nine months ended September 30, 2024. The increase in the amount of compensation recognized for the nine months ended September 30, 2025 principally reflects a higher accrual for incentive compensation, higher base salaries and higher amortization of prior period deferred compensation awards. Employee Compensation and Benefits Expense as a percentage of Net Revenues was 65.8% for the nine months ended September 30, 2025, compared to 66.6% for the nine months ended September 30, 2024. Employee Compensation and Benefits Expense as a percentage of Net Revenues was impacted by the factors above, as well as higher net revenues during the current year period compared to the prior year period.
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Non-compensation expenses were $400.7 million for the nine months ended September 30, 2025, an increase of $52.7 million, or 15%, versus $348.0 million for the nine months ended September 30, 2024. The increase was primarily driven by an increase in technology and information services, principally reflecting higher expenses associated with research services, license fees and consulting costs, an increase in occupancy and equipment rental expense, primarily related to an increase in office space, and an increase in travel and related expenses, largely due to higher levels of business activity and increased headcount. Non-Compensation expenses per employee were approximately $164.3 thousand for the nine months ended September 30, 2025, versus $152.2 thousand for the nine months ended September 30, 2024, an 8% increase.
Special Charges, Including Business Realignment Costs, of $7.3 million for the nine months ended September 30, 2024 related to the write-off of the remaining carrying value of our investment in Luminis in connection with the redemption of our interest. See Note 8 to our unaudited condensed consolidated financial statements for further information.
Income from Equity Method Investments was $2.8 million for the nine months ended September 30, 2025, a decrease of $2.5 million, or 47%, versus $5.3 million for the nine months ended September 30, 2024, primarily reflecting the sale of our interest in ABS and the redemption of our interest in Luminis in 2024. This decrease was partially offset by higher earnings from Atalanta Sosnoff in 2025. See Note 8 to our unaudited condensed consolidated financial statements for further information.
The provision for income taxes for the nine months ended September 30, 2025 was $62.3 million, which reflected an effective tax rate of 13.0%. The provision for income taxes for the nine months ended September 30, 2024 was $56.7 million, which reflected an effective tax rate of 17.7%. The provision for income taxes for the nine months ended September 30, 2025 and 2024 principally reflects the net impact associated with the appreciation in our share price upon vesting of employee share-based awards above the original grant price of $76.4 million and $32.0 million, respectively, which resulted in a reduction in the effective tax rate of 15.9 and 10.0 percentage points for the nine months ended September 30, 2025 and 2024, respectively. This resulting decrease in effective tax rate was partially offset by an increase in non-deductible expenses and state and local apportionment adjustments in 2025.
Net Income Attributable to Noncontrolling Interest was $30.3 million for the nine months ended September 30, 2025, compared to $25.1 million for the nine months ended September 30, 2024. The increase in Net Income Attributable to Noncontrolling Interest primarily reflects higher income at Evercore LP during the nine months ended September 30, 2025. See Note 13 to our unaudited condensed consolidated financial statements for further information.















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Business Segments
The following data presents revenue, expenses and contributions from our equity method investments by business segment.
Investment Banking & Equities
The following table summarizes the operating results of the Investment Banking & Equities segment.
  For the Three Months Ended September 30, For the Nine Months Ended September 30,
  2025 2024 Change 2025 2024 Change
  (dollars in thousands)
Revenues
Investment Banking & Equities:
Advisory Fees $ 883,712  $ 592,980  49 % $ 2,138,805  $ 1,591,049  34 %
Underwriting Fees 43,730  44,132  (1 %) 130,191  130,666  — %
Commissions and Related Revenue 62,816  54,559  15 % 176,198  155,996  13 %
Other Revenue, net(1)(2)
 25,934  21,104  23 % 57,701  66,802  (14 %)
Net Revenues 1,016,192  712,775  43 % 2,502,895  1,944,513  29 %
Expenses
Employee Compensation and Benefits 664,616  475,990  40 % 1,648,092  1,301,341  27 %
Non-Compensation(4)
 137,825  113,093  22 % 388,372  336,948  15 %
Special Charges, Including Business Realignment Costs —  7,305  NM —  7,305  NM
Total Expenses 802,441  596,388  35 % 2,036,464  1,645,594  24 %
Operating Income 213,751  116,387  84 % 466,431  298,919  56 %
Income (Loss) from Equity Method Investments(3)
 11  207  (95 %) (16) 1,042  NM
Pre-Tax Income $ 213,762  $ 116,594  83 % $ 466,415  $ 299,961  55 %
(1)Includes interest expense on Notes Payable, lines of credit and other financing arrangements of $7.1 million and $15.5 million for the three and nine months ended September 30, 2025, respectively, and $4.2 million and $12.6 million for the three and nine months ended September 30, 2024, respectively.
(2)Includes a loss of $0.7 million for the three and nine months ended September 30, 2024, related to the release of cumulative foreign exchange losses resulting from the redemption of our interest in Luminis.
(3)Equity in Seneca Evercore and Luminis (through September 2024) is classified within Income (Loss) from Equity Method Investments.
(4)Non-Compensation expenses are as follows:
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For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 Change 2025 2024 Change
(dollars in thousands)
Non-Compensation
Occupancy and Equipment Rental $ 26,904  $ 22,404  20 % $ 78,268  $ 65,047  20 %
Professional Fees(A)
 24,528  20,792  18 % 67,731  65,431  4 %
Travel and Related Expenses 23,006  18,120  27 % 68,546  58,264  18 %
Technology and Information Services(A)
 35,700  30,723  16 % 103,363  86,496  20 %
Depreciation and Amortization 7,726  5,824  33 % 19,961  18,375  9 %
Execution, Clearing and Custody Fees 2,496  2,903  (14 %) 8,108  8,459  (4 %)
Acquisition and Transition Costs 3,516  —  NM 5,153  —  NM
Other Operating Expenses 13,949  12,327  13 % 37,242  34,876  7 %
Total Non-Compensation $ 137,825  $ 113,093  22 % $ 388,372  $ 336,948  15 %
(A)Includes the reclassification of $10.2 million and $28.6 million of technology and related expenses from "Professional Fees" to "Technology and Information Services" in the Investment Banking & Equities segment for the three and nine months ended September 30, 2024, respectively, to conform to the current presentation. See Notes 2 and 19 to our unaudited condensed consolidated financial statements for further information.
The following table summarizes Evercore statistics for the three and nine months ended September 30, 2025 and 2024.
  For the Three Months Ended September 30, For the Nine Months Ended September 30,
  2025 2024 Change 2025 2024 Change
Evercore Statistics
Total Number of Fees From Advisory and Underwriting Client Transactions(1)
 268  259  3 % 551  544  1 %
Total Number of Fees of at Least $1 million from Advisory and Underwriting Client Transactions(1)
 137  112  22 % 344  298  15 %
Total Number of Underwriting Transactions(1)
 14  17  (18 %) 41  53  (23 %)
Total Number of Underwriting Transactions as a Bookrunner(1)
 13  15  (13 %) 38  45  (16 %)
(1) Includes Equity and Debt Underwriting Transactions. Our Advisory statistics include M&A activity as well as other advisory assignments undertaken by the firm.
Investment Banking & Equities Results of Operations
Three Months Ended September 30, 2025 versus September 30, 2024
Net Revenues were $1.02 billion for the three months ended September 30, 2025, an increase of $303.4 million, or 43%, versus $712.8 million for the three months ended September 30, 2024. The increase in revenues for the three months ended September 30, 2025 was primarily driven by an increase of $290.7 million, or 49%, in Advisory Fees, reflecting an increase in revenue during the third quarter of 2025 across both M&A and non-M&A assignments, as well as an increase in revenue earned from large transactions during the third quarter of 2025. Commissions and Related Revenue increased $8.3 million, or 15%, compared to the three months ended September 30, 2024, primarily reflecting higher trading commissions driven by increased trading volume and higher subscription fees during the third quarter of 2025. Underwriting Fees decreased $0.4 million, or 1%, compared to the three months ended September 30, 2024, reflecting a decrease in the number of transactions we participated in, partially offset by an increase in the average fee size of the transactions we participated in during the third quarter of 2025. Other Revenue, net, increased $4.8 million, or 23%, compared to the three months ended September 30, 2024, primarily reflecting higher performance of our investment funds portfolio, as well as higher returns on our fixed income investment portfolios, which primarily consist of U.S. Treasury bills, driven by higher portfolio balances during the third quarter of 2025 compared to 2024. The investment funds portfolio is used as an economic hedge against our deferred cash compensation program.
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These increases were partially offset by an increase in interest expense primarily related to the issuance of new senior notes in July 2025.
Employee Compensation and Benefits Expense was $664.6 million for the three months ended September 30, 2025, an increase of $188.6 million, or 40%, versus $476.0 million for the three months ended September 30, 2024. The increase in the amount of compensation recognized for the three months ended September 30, 2025 principally reflects a higher accrual for incentive compensation, higher base salaries and higher compensation expense related to senior new hires.
Non-compensation expenses were $137.8 million for the three months ended September 30, 2025, an increase of $24.7 million, or 22%, versus $113.1 million for the three months ended September 30, 2024. Non-compensation expenses increased from the prior year period, primarily driven by an increase in technology and information services, principally reflecting higher expenses associated with license fees and research services in the third quarter of 2025, an increase in travel and related expenses, largely due to higher levels of business activity and increased headcount, and an increase in occupancy and equipment rental expense, primarily related to an increase in office space.
Special Charges, Including Business Realignment Costs, of $7.3 million for the three months ended September 30, 2024 related to the write-off of the remaining carrying value of our investment in Luminis in connection with the redemption of our interest. See Note 8 to our unaudited condensed consolidated financial statements for further information.
Income (Loss) from Equity Method Investments was $0.01 million for the three months ended September 30, 2025, a decrease of $0.2 million, or 95%, versus $0.2 million for the three months ended September 30, 2024, reflecting lower earnings from Seneca Evercore during the three months ended September 30, 2025 and lower income from Luminis following the redemption of our interest during the third quarter of 2024. See Note 8 to our unaudited condensed consolidated financial statements for further information.
Nine Months Ended September 30, 2025 versus September 30, 2024
Net Revenues were $2.50 billion for the nine months ended September 30, 2025, an increase of $558.4 million, or 29%, versus $1.94 billion for the nine months ended September 30, 2024. The increase in revenues for the nine months ended September 30, 2025 was primarily driven by an increase of $547.8 million, or 34%, in Advisory Fees, reflecting an increase in revenue during 2025 across both M&A and non-M&A assignments, as well as an increase in revenue earned from large transactions during 2025. Commissions and Related Revenue increased $20.2 million, or 13%, compared to the nine months ended September 30, 2024, primarily reflecting higher trading commissions driven by increased trading volume and higher subscription fees during 2025. Underwriting Fees decreased $0.5 million compared to the nine months ended September 30, 2024, reflecting a decrease in the number of transactions we participated in, offset by an increase in the average fee size of the transactions we participated in during 2025. Other Revenue, net, decreased $9.1 million, or 14%, compared to the nine months ended September 30, 2024, primarily reflecting lower performance of our investment funds portfolio, as well as lower returns on our fixed income investment portfolios, which primarily consist of U.S. Treasury bills, driven by lower rates during 2025 compared to 2024. The investment funds portfolio is used as an economic hedge against our deferred cash compensation program. The decrease was also partially attributed to an increase in interest expense primarily related to the issuance of new senior notes in July 2025.
Employee Compensation and Benefits Expense was $1.65 billion for the nine months ended September 30, 2025, an increase of $346.8 million, or 27%, versus $1.30 billion for the nine months ended September 30, 2024. The increase in the amount of compensation recognized for the nine months ended September 30, 2025 principally reflects a higher accrual for incentive compensation, higher base salaries and higher amortization of prior period deferred compensation awards.
Non-compensation expenses were $388.4 million for the nine months ended September 30, 2025, an increase of $51.4 million, or 15%, versus $336.9 million for the nine months ended September 30, 2024. Non-compensation expenses increased from the prior year period, primarily driven by an increase in technology and information services, principally reflecting higher expenses associated with research services, license fees and consulting costs, an increase in occupancy and equipment rental expense, primarily related to an increase in office space, and an increase in travel and related expenses, largely due to higher levels of business activity and increased headcount.
Special Charges, Including Business Realignment Costs, of $7.3 million for the nine months ended September 30, 2024 related to the write-off of the remaining carrying value of our investment in Luminis in connection with the redemption of our interest. See Note 8 to our unaudited condensed consolidated financial statements for further information.
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Income (Loss) from Equity Method Investments was ($0.02) million for the nine months ended September 30, 2025, a decrease of $1.1 million versus $1.0 million for the nine months ended September 30, 2024, reflecting lower income from Luminis following the redemption of our interest in 2024 and lower earnings from Seneca Evercore during 2025. See Note 8 to our unaudited condensed consolidated financial statements for further information.
Investment Management
The following table summarizes the operating results of the Investment Management segment.
  For the Three Months Ended September 30,   For the Nine Months Ended September 30,
  2025 2024 Change 2025 2024 Change
  (dollars in thousands)
Revenues
Asset Management and Administration Fees:
Wealth Management $ 22,477  $ 20,555  9 % $ 64,144  $ 58,454  10 %
Other Revenue, net(1)
 215  892  (76 %) 504  1,294  (61 %)
Net Revenues 22,692  21,447  6 % 64,648  59,748  8 %
Expenses
Employee Compensation and Benefits 16,036  12,020  33 % 40,996  33,309  23 %
Non-Compensation(3)
 4,201  3,821  10 % 12,304  11,002  12 %
Total Expenses 20,237  15,841  28 % 53,300  44,311  20 %
Operating Income 2,455  5,606  (56 %) 11,348  15,437  (26 %)
Income from Equity Method Investments(2)
 1,071  865  24 % 2,792  4,212  (34 %)
Pre-Tax Income $ 3,526  $ 6,471  (46 %) $ 14,140  $ 19,649  (28 %)
(1)Includes a gain of $0.6 million for the three and nine months ended September 30, 2024, resulting from the sale of the remaining portion of our interest in ABS.
(2)Equity in Atalanta Sosnoff and ABS (through July 2024) is classified as Income from Equity Method Investments.
(3)Non-Compensation expenses are as follows:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 Change 2025 2024 Change
(dollars in thousands)
Non-Compensation
Occupancy and Equipment Rental $ 626  $ 683  (8 %) $ 1,907  $ 1,785  7 %
Professional Fees(A)
 1,144  1,056  8 % 3,464  3,064  13 %
Travel and Related Expenses 240  158  52 % 702  620  13 %
Technology and Information Services(A)
 1,254  984  27 % 3,545  2,824  26 %
Depreciation and Amortization 130  72  81 % 321  253  27 %
Execution, Clearing and Custody Fees 466  443  5 % 1,380  1,279  8 %
Other Operating Expenses 341  425  (20 %) 985  1,177  (16 %)
Total Operating Expenses $ 4,201  $ 3,821  10 % $ 12,304  $ 11,002  12 %
(A)Includes the reclassification of $0.3 million and $0.7 million of technology and related expenses from "Professional Fees" to "Technology and Information Services" in the Investment Management segment for the three and nine months ended September 30, 2024, respectively, to conform to the current presentation. See Notes 2 and 19 to our unaudited condensed consolidated financial statements for further information.
Investment Management Results of Operations
Our Investment Management segment includes the following:
•Wealth Management – conducted through EWM and ETC. Fee-based revenues from EWM are primarily earned on a percentage of AUM, while ETC primarily earns fees from negotiated trust services.
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•Private Equity – conducted through our investment interests in private equity funds. We maintain a limited partner's interest in Glisco II, Glisco III and Glisco IV (together the "Glisco Funds"), as well as Glisco Manager Holdings LP and the general partners of the Glisco Funds. We receive our portion of the management fees earned by Glisco Partners Inc. ("Glisco") from Glisco Manager Holdings LP. We are passive investors and do not participate in the management of any Glisco sponsored funds. We are also passive investors in Trilantic IV and Trilantic V. In the event the private equity funds perform below certain thresholds, we may be obligated to repay certain carried interest previously distributed. As of September 30, 2025, there was no previously distributed carried interest received from the funds subject to repayment.
•We also hold an interest in Atalanta Sosnoff that is accounted for under the equity method of accounting and previously held an interest in ABS (through July 2024). The results of these investments are included within Income from Equity Method Investments. During the third quarter of 2024, we sold the remaining portion of our interest in ABS. See Note 8 to our unaudited condensed consolidated financial statements for further information.
Assets Under Management
AUM in our Wealth Management business of $15.4 billion at September 30, 2025 increased $1.5 billion, or 10%, compared to $13.9 billion at December 31, 2024. The amounts of AUM presented in the table below reflect the fair value of assets which we manage on behalf of Wealth Management clients. As defined in ASC 820, valuations performed for Level 1 investments are based on quoted prices obtained from active markets generated by third parties and Level 2 investments are valued through the use of models based on either direct or indirect observable inputs or other valuation methodologies performed by third parties to determine fair value. For both the Level 1 and Level 2 investments, we obtain both active quotes from nationally recognized exchanges and third-party pricing services to determine market or fair value quotes, respectively. For Level 3 investments, pricing inputs are unobservable for the investment and includes situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. Wealth Management maintained 77% of Level 1 investments, 19% of Level 2 investments and 4% of Level 3 investments as of September 30, 2025 and December 31, 2024.
The fees that we receive for providing investment advisory and management services are primarily driven by the level and composition of AUM. Accordingly, client flows, market movements, and changes in our product mix will impact the level of management fees we receive from our Wealth Management business. Fees vary with the type of assets managed and the channel in which they are managed, with higher fees earned on equity assets and alternative investment funds, such as hedge funds and private equity funds, and lower fees earned on fixed income and cash management products. Clients will increase or reduce the aggregate amount of AUM that we manage for a number of reasons, including changes in the level of assets that they have available for investment purposes, their overall asset allocation strategy, our relative performance versus competitors offering similar investment products and the quality of our service. The fees we earn are also impacted by our investment performance, as the appreciation or depreciation in the value of the assets that we manage directly impacts our fees.
The following table summarizes AUM activity for Wealth Management for the nine months ended September 30, 2025:
  (dollars in millions)
Balance at December 31, 2024 $ 13,898 
Inflows 1,223 
Outflows (1,001)
Market Appreciation 1,231 
Balance at September 30, 2025 $ 15,351 
Unconsolidated Affiliates - Balance at September 30, 2025
Atalanta Sosnoff $ 9,357 




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The following table represents the composition of AUM for Wealth Management as of September 30, 2025:
Equities 67  %
Fixed Income 19  %
Liquidity(1)
 10  %
Alternatives 4  %
Total 100  %
(1)Includes cash, cash equivalents and U.S. Treasury securities.
Our Wealth Management business serves individuals, families and related institutions delivering customized investment management, financial planning, and trust and custody services. Investment portfolios are tailored to meet the investment objectives of individual clients and reflect a blend of equity, fixed income and other products. Fees charged to clients reflect the composition of the assets managed and the services provided. Investment performance in the Wealth Management business is measured against appropriate indices based on the composition of AUM, most frequently the S&P 500 and a composite fixed income index principally reflecting BarCap and MSCI indices.
For the nine months ended September 30, 2025, AUM for Wealth Management increased 10%, reflecting an 8% increase from market appreciation and a 2% increase from net inflows. Performance as of September 30, 2025 reflected:
•Wealth Management lagged the S&P 500 on a 1 and 3-year basis by approximately 8% and 4%, respectively
◦The S&P 500 was up approximately 18% and 25% on a 1 and 3-year basis, respectively
•Wealth Management lagged the fixed income composite on a 1 and 3-year basis by approximately 0.4% and 0.2%, respectively
◦The fixed income composite was up approximately 3% and 4% on a 1 and 3-year basis, respectively
•The S&P 500 and the fixed income composite were up approximately 15% and 4%, respectively, for the nine months ended September 30, 2025
AUM from our unconsolidated affiliate, Atalanta Sosnoff, increased 10% compared to December 31, 2024.
Three Months Ended September 30, 2025 versus September 30, 2024
Net Revenues were $22.7 million for the three months ended September 30, 2025, an increase of $1.2 million, or 6%, versus $21.4 million for the three months ended September 30, 2024. Asset Management and Administration Fees earned from the management of Wealth Management client portfolios increased $1.9 million, or 9%, compared to the three months ended September 30, 2024, as associated AUM increased 11%, primarily from market appreciation as well as net inflows.
Employee Compensation and Benefits Expense was $16.0 million for the three months ended September 30, 2025, an increase of $4.0 million, or 33%, versus $12.0 million for the three months ended September 30, 2024, primarily reflecting a higher accrual for incentive compensation and higher base salaries, resulting from higher headcount.
Non-Compensation expenses were $4.2 million for the three months ended September 30, 2025, an increase of $0.4 million, or 10%, versus $3.8 million for the three months ended September 30, 2024, primarily driven by an increase in technology and information services and professional fees.
Income from Equity Method Investments was $1.1 million for the three months ended September 30, 2025, an increase of $0.2 million, or 24%, versus $0.9 million for the three months ended September 30, 2024, reflecting higher earnings from Atalanta Sosnoff in the third quarter of 2025. See Note 8 to our unaudited condensed consolidated financial statements for further information.
Nine Months Ended September 30, 2025 versus September 30, 2024
Net Revenues were $64.6 million for the nine months ended September 30, 2025, an increase of $4.9 million, or 8%, versus $59.7 million for the nine months ended September 30, 2024. Asset Management and Administration Fees earned from the management of Wealth Management client portfolios increased $5.7 million, or 10%, compared to the nine months ended September 30, 2024, as associated AUM increased 11%, primarily from market appreciation as well as net inflows.
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Employee Compensation and Benefits Expense was $41.0 million for the nine months ended September 30, 2025, an increase of $7.7 million, or 23%, versus $33.3 million for the nine months ended September 30, 2024, primarily reflecting a higher accrual for incentive compensation and higher base salaries, resulting from higher headcount.
Non-Compensation expenses were $12.3 million for the nine months ended September 30, 2025, an increase of $1.3 million, or 12%, versus $11.0 million for the nine months ended September 30, 2024, primarily driven by an increase in technology and information services and professional fees.
Income from Equity Method Investments was $2.8 million for the nine months ended September 30, 2025, a decrease of $1.4 million, or 34%, versus $4.2 million for the nine months ended September 30, 2024, primarily reflecting the sale of the remaining portion of our interest in ABS during the third quarter of 2024. This decrease was partially offset by higher earnings from Atalanta Sosnoff in 2025. See Note 8 to our unaudited condensed consolidated financial statements for further information.
Cash Flows
Our operating cash flows are primarily influenced by the timing and receipt of fees and the payment of operating expenses, including incentive compensation to our employees and interest expense on our Notes Payable, lines of credit and other financing arrangements, and the payment of income taxes. Advisory and Underwriting fees are generally collected within 90 days of invoice. Placement fees are generally collected within 180 days of invoice and a portion of certain fees primarily related to private funds capital raising and the private capital businesses may be collected in a period exceeding one year. Commissions earned from our agency trading activities are generally received from our clearing broker within 11 days. Fees from our Wealth Management business are generally invoiced and collected within 90 days. We traditionally pay a substantial portion of incentive compensation during the first three months of each calendar year with respect to the prior year's results and prior years' deferred compensation. Likewise, payments to fund investments related to hedging our deferred cash compensation plans are generally funded in the first three months of each calendar year. Our investing and financing cash flows are primarily influenced by activities to invest our cash in highly liquid securities or bank certificates of deposit, deploy capital to fund investments and acquisitions, repurchase outstanding Class A Shares (including for the net settlement of RSUs) and/or noncontrolling interest in Evercore LP, as well as our other subsidiaries, payment of dividends, other periodic distributions to our stakeholders and to raise capital through the issuance of stock or debt. We generally make dividend payments and other distributions on a quarterly basis. If required, we may periodically draw down on our lines of credit to balance the timing of our operating, investing and financing cash flow needs. A summary of our operating, investing and financing cash flows is as follows:
  For the Nine Months Ended September 30,
  2025 2024
  (dollars in thousands)
Cash Provided By (Used In)
Operating activities:
Net income $ 418,223  $ 262,951 
Non-cash charges 524,241  442,806 
Other operating activities (493,467) (403,990)
Operating activities 448,997  301,767 
Investing activities (88,230) 179,131 
Financing activities (409,213) (550,651)
Effect of exchange rate changes 27,930  6,298 
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash (20,516) (63,455)
Cash, Cash Equivalents and Restricted Cash
Beginning of Period 882,107  605,484 
End of Period $ 861,591  $ 542,029 
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Nine Months Ended September 30, 2025. Cash, Cash Equivalents and Restricted Cash were $861.6 million at September 30, 2025, a decrease of $20.5 million versus Cash, Cash Equivalents and Restricted Cash of $882.1 million at December 31, 2024. Operating activities resulted in a net inflow of $449.0 million, primarily related to earnings, partially offset by the payment of 2024 bonus awards and deferred cash compensation, which contributed to a decrease to Accrued Compensation and Benefits on our Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2025. Cash of $88.2 million was used by investing activities, primarily related to net purchases of certificates of deposit and purchases of furniture, equipment and leasehold improvements, partially offset by net proceeds from sales and maturities of investment securities. Financing activities during the period used cash of $409.2 million, primarily for purchases of treasury stock (including for the net settlement of RSUs) and noncontrolling interests, the payment of dividends, the $38.0 million repayment of our 2021 Private Placement Notes and distributions made to noncontrolling interest holders, partially offset by the $250.0 million issuance of our 2025 Private Placement Notes. Cash is also impacted due to the effect of foreign exchange rate fluctuation when translating non-U.S. currencies to U.S. Dollars.
Nine Months Ended September 30, 2024. Cash, Cash Equivalents and Restricted Cash were $542.0 million at September 30, 2024, a decrease of $63.5 million versus Cash, Cash Equivalents and Restricted Cash of $605.5 million at December 31, 2023. Operating activities resulted in a net inflow of $301.8 million, primarily related to earnings, partially offset by the payment of 2023 bonus awards and deferred cash compensation, which contributed to a decrease to Accrued Compensation and Benefits on our Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2024. Cash of $179.1 million was provided by investing activities, primarily related to net proceeds from sales and maturities of investment securities, as well as proceeds received from the sale of the remaining portion of our interest in ABS during the third quarter of 2024, partially offset by net purchases of certificates of deposit and purchases of equipment and leasehold improvements. Financing activities during the period used cash of $550.7 million, primarily for purchases of treasury stock (including for the net settlement of RSUs) and noncontrolling interests, the payment of dividends and distributions made to noncontrolling interest holders. Cash is also impacted due to the effect of foreign exchange rate fluctuation when translating non-U.S. currencies to U.S. Dollars.
Liquidity and Capital Resources
General
Our current assets principally include Cash and Cash Equivalents, Investment Securities and Certificates of Deposit, Accounts Receivable and contract assets, included in Other Current Assets, relating to revenues from our Investment Banking & Equities and Investment Management segments. Our current liabilities principally include accrued expenses, accrued liabilities, accrued employee compensation and short-term borrowings. We traditionally have made payments for employee bonus awards and year-end distributions to partners in the first quarter of the year with respect to the prior year's results. In addition, payments in respect of deferred cash compensation arrangements and related investments are also made in the first quarter. From time to time, advances and/or commitments may also be granted to new employees at or near the date they begin employment, or to existing employees for the purpose of incentive or retention. Cash distributions related to partnership tax allocations are made to the partners of Evercore LP and certain other entities in accordance with our corporate estimated payment calendar; these payments are generally made quarterly. In addition, dividends on Class A Shares, and related distributions to partners of Evercore LP, are paid when and if declared by the Board of Directors, which is generally quarterly.
We regularly monitor our liquidity position, including cash, other significant working capital, current assets and liabilities, long-term liabilities, lease commitments and related fixed assets, principal investment commitments related to our Investment Management business, dividends on Class A Shares, partnership distributions and other capital transactions, as well as other matters relating to liquidity and compliance with capital requirements and restrictions of our regulated legal entities. Our liquidity is highly dependent on our revenue stream from our operations, principally from our Investment Banking & Equities segment, which is primarily a function of closing client transactions and earning success fees, the timing and realization of which is irregular and dependent upon factors that are not subject to our control. Our revenue stream funds the payment of our expenses, including annual bonus payments, a portion of which are guaranteed, deferred compensation arrangements, interest expense on our Notes Payable, lines of credit and other financing arrangements, as well as payments for income taxes. Payments made for income taxes may be reduced by deductions taken for the increase in tax basis of our investment in Evercore LP. Certain of these tax deductions, when realized, require payment under our long-term liability, Amounts Due Pursuant to Tax Receivable Agreements. We intend to fund these payments from cash and cash equivalents on hand, principally derived from cash flows from operations. These tax deductions, when realized, will result in cash otherwise required to satisfy tax obligations becoming available for other purposes. Our Management Committee meets regularly to monitor our liquidity and cash positions against our short and long-term obligations, as well as our capital requirements and commitments, including deferred compensation arrangements.
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The result of this review contributes to management's recommendation to the Board of Directors as to the level of quarterly dividend payments, if any, as well as the level of long-term borrowings required.

As a financial services firm, our businesses are materially affected by conditions in the global financial markets and economic conditions throughout the world. Revenue generated by our advisory activities is related to the number and value of the transactions in which we are involved. In addition, revenue related to our equities business is driven by market volumes and institutional investor trends, such as the trend to passive investment strategies. During periods of unfavorable market or economic conditions - which may result from the current or anticipated impact of tariffs and related inflation, changes in the level of interest rates, changes in the availability of financing, supply chain disruptions, an evolving regulatory environment, climate change, extreme weather events or natural disasters, the emergence or continuation of widespread health emergencies or pandemics, cyberattacks or campaigns, military conflict, including escalating international tensions, terrorism or other geopolitical events - the number and value of M&A transactions, as well as market volumes in equities, generally decrease, and they generally increase during periods of favorable market or economic conditions. Restructuring activity generally is counter-cyclical to M&A activity. In addition, during periods of unfavorable market conditions our Investment Management business may be impacted by reduced equity valuations and generate relatively lower revenue because fees we receive, either directly or through our affiliates, typically are in part based on the market value of underlying publicly-traded securities. Our profitability may also be adversely affected by our fixed costs and the possibility that we would be unable to scale back other costs within a time frame, and in an amount sufficient, to match any decreases in revenue relating to changes in market and economic conditions. Likewise, our liquidity may be adversely impacted by our contractual obligations, including lease obligations and obligations to pay principal and interest on our Notes Payable. Reduced equity valuations resulting from future adverse economic events and/or market conditions may impact our performance and may result in future net redemptions of AUM from our Investment Management clients, which would generally result in lower revenues and cash flows. These adverse conditions could also have an impact on our goodwill impairment assessment, which is done annually, as of November 30th, or more frequently if circumstances indicate impairment may have occurred.

Global trade policy, the potential effects of the U.S. Government shutdown and geopolitical tensions have led to macroeconomic uncertainty and market volatility. These evolving conditions may impact the transaction environment in the near to medium term and/or result in an elongation of the timing of transaction closings. We will continue to assess the potential ongoing impacts of these factors, including the regular monitoring of our cash levels, liquidity, regulatory capital requirements, debt covenants and our other contractual obligations. See "Results of Operations" above for further information.
We assess each of our equity method investments for impairment annually, or more frequently if circumstances indicate impairment may have occurred. These circumstances could include unfavorable market conditions or the loss of key personnel of the investee.
For a further discussion of risks related to our business, refer to Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024.
Treasury Purchases
We periodically repurchase Class A Shares and/or LP Units into Treasury (including through the net settlement of equity awards) in order to offset the dilutive effect of equity awards granted as compensation (see Note 15 to our unaudited condensed consolidated financial statements for further information), or amounts in excess of that if management's review, discussed above, determines adequate cash is available. The amount of cash required for these share repurchases is a function of the mix of equity and deferred cash compensation awarded for the annual bonus awards (see further discussion on deferred compensation under Other Commitments below). In addition, we may, from time to time, purchase noncontrolling interests in subsidiaries.
On February 22, 2022, our Board of Directors authorized (in addition to the net settlement of equity awards) the repurchase of Class A Shares and/or LP Units so that from that date forward, we were able to repurchase an aggregate of the lesser of $1.4 billion worth of Class A Shares and/or LP Units and 10.0 million Class A Shares and/or LP Units. In addition, on April 29, 2025, our Board of Directors authorized (in addition to the net settlement of equity awards) the repurchase of Class A Shares and/or LP Units so that from that date forward, we are able to repurchase an aggregate of the lesser of $1.6 billion worth of Class A Shares and/or LP Units and 8.0 million Class A Shares and/or LP Units. Under this share repurchase program, shares may be repurchased from time to time in open market transactions, in privately-negotiated transactions or otherwise. The timing and the actual amount of shares repurchased will depend on a variety of factors, including our liquidity position, legal requirements, price, economic and market conditions and the objective to reduce the dilutive effect of equity awards granted as compensation to employees.
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This program may be suspended or discontinued at any time and does not have a specified expiration date. During the nine months ended September 30, 2025, we repurchased 968,477 Class A Shares, at an average cost per share of $246.16, for $238.4 million, pursuant to our repurchase program.
In addition, we periodically buy shares into treasury from our employees in order to allow them to satisfy their minimum tax requirements for share deliveries under our share equity plan. During the nine months ended September 30, 2025, we repurchased 943,692 Class A Shares, at an average cost per share of $283.77, for $267.8 million, primarily related to minimum tax withholding requirements of share deliveries.
The aggregate 1,912,169 Class A Shares repurchased during the nine months ended September 30, 2025 were acquired for aggregate purchase consideration of $506.2 million, at an average cost per share of $264.72.
Noncontrolling Interest Purchases
During the nine months ended September 30, 2025, we purchased, at fair value, an additional 0.1% of the EWM Class A Units for $1.3 million. We also committed to purchase an additional 0.5% of interests from individuals in equal tranches over the next three years, at fair value at the time of the purchase. These transactions resulted in a decrease to Noncontrolling Interest of $0.2 million and a decrease to Additional Paid-In Capital of $2.8 million on our Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2025. We recorded $0.8 million and $1.3 million in Payable to Employees and Related Parties and Other Long-term Liabilities, respectively, on our Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2025, reflecting the current fair value of amounts committed to be purchased in the future and accrued distributions related to those interests.
We incurred expense of $0.5 million within Interest Expense on our Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 in conjunction with these arrangements.
During the second quarter of 2024, we purchased, at fair value, an additional 0.3% of the EWM Class A Units for $1.0 million. This purchase resulted in a decrease to Noncontrolling Interest of $0.1 million and a decrease to Additional Paid-In Capital of $1.0 million on our Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2024.
Private Placement Notes
On March 30, 2016, we issued an aggregate of $170.0 million of senior notes, including: $38.0 million aggregate principal amount of our 4.88% Series A Notes which were due March 30, 2021, $67.0 million aggregate principal amount of our 5.23% Series B Notes which were originally due March 30, 2023, $48.0 million aggregate principal amount of our 5.48% Series C Notes and $17.0 million aggregate principal amount of our 5.58% Series D Notes, pursuant to the 2016 Note Purchase Agreement, amended on July 10, 2025, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.
On August 1, 2019, we issued $175.0 million and £25.0 million of senior unsecured notes through private placement. These notes include: $75.0 million aggregate principal amount of our 4.34% Series E Notes, $60.0 million aggregate principal amount of our 4.44% Series F Notes, $40.0 million aggregate principal amount of our 4.54% Series G Notes and £25.0 million aggregate principal amount of our 3.33% Series H Notes, each of which were issued pursuant to the 2019 Note Purchase Agreement, amended on July 10, 2025, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.
On March 29, 2021, we issued $38.0 million aggregate principal amount of our 1.97% Series I Notes which were due August 1, 2025, pursuant to the 2021 Note Purchase Agreement, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933. In August 2025, we repaid the $38.0 million aggregate principal amount of our Series I Notes.
On June 28, 2022, we issued $67.0 million aggregate principal amount of our 4.61% Series J Notes, pursuant to the 2022 Note Purchase Agreement, amended on July 10, 2025, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.
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On July 24, 2025, we issued an aggregate of $250.0 million of senior notes, including: $125.0 million aggregate principal amount of our 5.17% Series K Notes and $125.0 million aggregate principal amount of our 5.47% Series L Notes, pursuant to the 2025 Note Purchase Agreement dated as of July 10, 2025, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933. We intend to use a portion of the net proceeds from the issuance and sale of the 2025 Private Placement Notes to repay maturing notes in the next twelve months issued under prior note purchase agreements. The remaining net proceeds will be used for general corporate purposes.
Interest on the above issuances is payable semi-annually and the notes are guaranteed by certain of our domestic subsidiaries. We may, at our option, prepay all, or from time to time any part of, the notes (without regard to Series), in an amount not less than 5% of the aggregate principal amount of each of the individual issuances then outstanding at 100% of the principal amount thereof plus an applicable "make-whole amount." The 2025 Private Placement Notes also allow for prepayment within six months of maturity without an applicable "make-whole amount." Upon the occurrence of a change of control, the holders of the notes will have the right to require us to prepay the entire unpaid principal amounts held by each holder of the notes plus accrued and unpaid interest to the prepayment date. The respective Note Purchase Agreements contain customary covenants, including financial covenants requiring compliance with a maximum leverage ratio, a minimum tangible net worth and a minimum interest coverage ratio, and customary events of default. Interest on the notes is subject to certain escalation provisions in the event that the leverage ratio exceeds certain thresholds. As of September 30, 2025, we were in compliance with all of these covenants.
Lines of Credit
On July 10, 2025, we amended our $85.0 million revolving credit facility East held with PNC such that the aggregate principal amount was increased to up to $225.0 million to be used for working capital and other corporate activities. The facility is unsecured. In addition, the agreement contains certain reporting covenants, as well as certain debt covenants, that prohibit East and us from incurring other indebtedness, subject to specified exceptions. Drawings bear interest at Daily SOFR plus 130 basis points and the maturity date was extended to July 10, 2028. There were no drawings under this facility at September 30, 2025.
EGL maintains a subordinated revolving credit facility with PNC, as amended on October 10, 2025, in an aggregate principal amount of up to $75.0 million, to be used as needed in support of capital requirements from time to time of EGL. This facility is unsecured and is guaranteed by Evercore LP and other affiliates, pursuant to a guaranty agreement, which provides for certain reporting requirements and debt covenants consistent with the PNC Facility. The interest rate provisions are Daily SOFR plus 130 basis points and the maturity date is October 10, 2029. There were no drawings under this facility at September 30, 2025.
In addition, EGL's clearing broker provides temporary funding for the settlement of securities transactions.
Other Commitments
We have long-term obligations for operating lease commitments, principally related to office space, which expire on various dates through 2035. See Note 9 to our unaudited condensed consolidated financial statements for anticipated current and future payments under these arrangements.
We have a long-term liability, Amounts Due Pursuant to Tax Receivable Agreements, which requires payments to certain current and former Senior Managing Directors.
Pursuant to deferred compensation and deferred consideration arrangements, we expect to make cash payments in future periods, including related to our Long-term Incentive Plans, Deferred Cash Compensation Program and other deferred compensation arrangements. Further, we make investments to hedge the economic risk of amounts due under our Deferred Cash Compensation Program. For further information, including timing of payments, see Notes 7 and 15 to our unaudited condensed consolidated financial statements.
Certain of our subsidiaries are regulated entities and are subject to capital requirements. For further information see Note 17 to our unaudited condensed consolidated financial statements.
We had total commitments (not reflected on our Unaudited Condensed Consolidated Statements of Financial Condition) relating to future capital contributions to private equity funds of $2.6 million as of September 30, 2025 and December 31, 2024. We may be required to fund these commitments at any time through June 2028, depending on the timing and level of investments by the private equity funds.
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We expect to fund these commitments with cash flows from operations. See Note 16 to our unaudited condensed consolidated financial statements for further information.
We do not invest in any off-balance sheet vehicles that provide liquidity, capital resources, market or credit risk support, or engage in any leasing activities that expose us to any liability that is not reflected in our unaudited condensed consolidated financial statements.
As of September 30, 2025, our current and former Senior Managing Directors owned an aggregate of approximately 1.3 million vested Class A LP Units, 0.3 million vested Class E LP Units, 0.4 million vested Class I LP Units and 0.2 million vested Class K LP Units. In addition, 1.1 million unvested Class K-P Units, which convert into a number of Class K LP Units based on the achievement of certain market and service conditions and defined benchmark results, were outstanding as of September 30, 2025. We have an obligation to exchange vested Class A, E, I and K LP Units to Class A Common Stock upon the request of the holder.
Our Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2025 included $851.9 million of Cash and Cash Equivalents and $1.57 billion of Investment Securities and Certificates of Deposit, which are generally comprised of highly-liquid investments. For further information regarding other cash commitments and the timing of payments, refer to "General" above.
Market Risk and Credit Risk
We, in general, are not a capital-intensive organization and as such, are not subject to significant market or credit risks. Nevertheless, we have established procedures to assess both the market and credit risk, as well as specific investment risk, exchange rate risk and credit risk related to receivables.
Market and Investment Risk
We hold equity securities and invest in exchange-traded funds principally as an economic hedge against our deferred cash compensation program. As of September 30, 2025, the fair value of our investments with these products, based on closing prices, was $171.5 million. We had net realized and unrealized gains of $12.4 million and $21.6 million for the three and nine months ended September 30, 2025, respectively, from our exchange-traded funds portfolio. See Note 7 to our unaudited condensed consolidated financial statements for further information.
We estimate that a hypothetical 10%, 20% and 30% adverse change in the market value of the investments would have resulted in a decrease in pre-tax income of approximately $17.2 million, $34.3 million and $51.5 million, respectively, for the three months ended September 30, 2025.
Private Equity Funds
Through our principal investments in private equity funds and our ability to earn carried interest from these funds, we face exposure to changes in the estimated fair value of the companies in which these funds invest. Valuations and analysis regarding our investments in Trilantic and Glisco are performed by their respective professionals, and thus we are not involved in determining the fair value for the portfolio companies of such funds. See Note 8 to our unaudited condensed consolidated financial statements for further information.
We estimate that a hypothetical 10% adverse change in the value of the private equity funds would have resulted in a decrease in pre-tax income of approximately $0.3 million for the three months ended September 30, 2025.
Exchange Rate Risk
We have foreign operations, through our subsidiaries and affiliates, primarily in Europe and Asia, as well as provide services to clients in other jurisdictions, which creates foreign exchange rate risk. We have not entered into any transactions to hedge our exposure to foreign exchange fluctuations in these subsidiaries through the use of derivative instruments or otherwise. An appreciation or depreciation of any of these currencies relative to the U.S. dollar would result in an adverse or beneficial impact to our financial results. A significant portion of our non-U.S. revenues and expenses have been, and will continue to be, derived from contracts denominated in foreign currencies (i.e. British Pounds sterling, Euros, Singapore dollars, among others). Historically, the value of these foreign currencies has fluctuated relative to the U.S. dollar. For the nine months ended September 30, 2025, the net impact of the fluctuation of foreign currencies recorded in Other Comprehensive Income (Loss) within the Unaudited Condensed Consolidated Statement of Comprehensive Income was a gain of $22.7 million, net of tax.
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It is generally not our intention to hedge our foreign currency exposure in these subsidiaries, and we will reevaluate this policy from time to time.
Periodically, we enter into foreign currency exchange forward contracts as an economic hedge against exchange rate risk for foreign currency denominated accounts receivable or other commitments.
During the third quarter of 2025, we entered into a foreign currency exchange forward contract to buy 200.0 million British Pounds sterling for $270.6 million, which settled during the third quarter of 2025, and a foreign currency exchange forward contract to sell 71.3 million British Pounds sterling for $96.4 million, which settled in October 2025. The outstanding contract is recorded at its fair value of $0.6 million within Other Current Assets on our Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2025. We recorded a net loss on these contracts of $1.1 million for the three and nine months ended September 30, 2025, which is included within Other Revenue, Including Interest and Investments, on our Unaudited Condensed Consolidated Statements of Operations.
During the third quarter of 2023, we entered into a foreign currency exchange forward contract to buy 30.0 million British Pounds sterling for $36.7 million, which settled during the first quarter of 2024, and resulted in a loss of $0.3 million for the nine months ended September 30, 2024.
Credit Risks
We maintain cash and cash equivalents, as well as certificates of deposit, with financial institutions with high credit ratings. At times, we may maintain deposits in federally insured financial institutions in excess of federally insured ("FDIC") limits or enter into sweep arrangements where banks will periodically transfer a portion of our excess cash position to a money market fund. However, we believe that we are not exposed to significant credit risk due to the financial position of the depository institutions or investment vehicles in which those deposits are held.
Accounts Receivable consists primarily of advisory fees and expense reimbursements billed to our clients. Other Assets includes long-term receivables primarily from certain fees related to private funds capital raising and the private capital businesses. Receivables are reported net of any allowance for credit losses. We maintain an allowance for credit losses to provide coverage for probable losses from our customer receivables and determine the adequacy of the allowance by estimating the probability of loss based on our analysis of historical credit loss experience of our client receivables, and taking into consideration current market conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. Our receivables collection periods generally are within 90 days of invoice, with the exception of placement fees, which are generally collected within 180 days of invoice, and certain fees primarily related to private funds capital raising and the private capital businesses, a portion of which may be collected in a period exceeding one year. The collection period for liability management and restructuring transaction receivables may exceed 90 days. We recorded bad debt expense of $4.8 million and $2.1 million for the nine months ended September 30, 2025 and 2024, respectively.
As of September 30, 2025 and December 31, 2024, total receivables recorded in Accounts Receivable amounted to $523.3 million and $421.5 million, respectively, net of an allowance for credit losses, and total receivables recorded in Other Assets amounted to $113.2 million and $101.3 million, respectively.
Other Current Assets and Other Assets include arrangements in which an estimate of variable consideration has been included in the transaction price and thereby recognized as revenue that precedes the contractual due date (contract assets). As of September 30, 2025, total contract assets recorded in Other Current Assets and Other Assets amounted to $61.3 million and $32.1 million, respectively. As of December 31, 2024, total contract assets recorded in Other Current Assets and Other Assets amounted to $62.4 million and $14.5 million, respectively.
With respect to our Investment Securities portfolio, which is comprised primarily of U.S. Treasury securities, exchange-traded funds and securities investments, we manage our credit risk exposure by limiting concentration risk and maintaining investment grade credit quality. As of September 30, 2025, we had Investment Securities of $1.43 billion, of which 88% were U.S. Treasury securities.
Critical Accounting Policies and Estimates
The unaudited condensed consolidated financial statements included in this report are prepared in conformity with U.S. GAAP, which requires management to make estimates and assumptions regarding future events that affect the amounts reported in our consolidated financial statements and their notes, including reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We base these estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances.
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Actual results could differ materially from those estimates. For a discussion of our critical accounting policies and estimates, refer to our Annual Report on Form 10-K for the year ended December 31, 2024.
Recently Issued Accounting Standards
For a discussion of recently issued accounting standards and their impact or potential impact on our consolidated financial statements, see Note 3 to our unaudited condensed consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
See "Management's Discussion and Analysis of Financial Condition and Results of Operations – Market Risk and Credit Risk." We do not believe we face any material interest rate risk, foreign currency exchange risk, equity price risk or other market risk except as disclosed in Item 2 " – Market Risk and Credit Risk" above.
Item 4. Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this report. Based upon that evaluation and subject to the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective to accomplish their objectives at the reasonable assurance level.
Changes in Internal Controls over Financial Reporting
We have not made any changes during the three months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).


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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
In the normal course of business, from time to time, the Company and its affiliates are involved in judicial or regulatory proceedings, arbitration or mediation concerning matters arising in connection with the conduct of its businesses, including contractual and employment matters. In addition, United Kingdom, German, Hong Kong, Singapore, Canadian, Dubai, Indonesian and United States government agencies and self-regulatory organizations, as well as state securities commissions in the United States, conduct periodic examinations and initiate administrative proceedings regarding the Company's business, including, among other matters, accounting and operational matters, that can result in censure, fine, the issuance of cease-and-desist orders or the suspension or expulsion of a broker-dealer, investment advisor, or its directors, officers or employees. In view of the inherent difficulty of determining whether any loss in connection with such matters is probable and whether the amount of such loss can be reasonably estimated, particularly in cases where claimants seek substantial or indeterminate damages or where investigations and proceedings are in the early stages, the Company cannot estimate the amount of such loss or range of loss, if any, related to such matters, how or if such matters will be resolved, when they will ultimately be resolved, or what the eventual settlement, fine, penalty or other relief, if any, might be. Subject to the foregoing, the Company believes, based on current knowledge and after consultation with counsel, that it is not currently party to any material pending proceedings, individually or in the aggregate, the resolution of which would have a material effect on the Company. Provisions for losses are established in accordance with ASC 450 when warranted. Once established, such provisions are adjusted when there is more information available or when an event occurs requiring a change.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
2025 Total Number of
Shares (or Units)
Purchased(1)		 Average Price
Paid Per Share(2)		 Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs(3) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs(3)
January 1 to January 31 22,075  $ 276.56  —  4,262,274 
February 1 to February 28 1,115,530  282.66  238,559  4,023,715 
March 1 to March 31 416,917  202.78  400,000  3,623,715 
Total January 1 to March 31 1,554,522  $ 261.15  638,559  3,623,715 
April 1 to April 30 2,146  $ 198.97  —  8,000,000 
May 1 to May 31 94,708  232.04  86,000  7,914,000 
June 1 to June 30 86,179  241.38  84,000  7,830,000 
Total April 1 to June 30 183,033  $ 236.05  170,000  7,830,000 
July 1 to July 31 1,801  $ 278.60  —  7,830,000 
August 1 to August 31 8,038  285.59  —  7,830,000 
September 1 to September 30 164,775  329.14  159,918  7,670,082 
Total July 1 to September 30 174,614  $ 326.62  159,918  7,670,082 
Total January 1 to September 30 1,912,169  $ 264.72  968,477  7,670,082 
(1)Includes the repurchase of 915,963, 13,033 and 14,696 shares in treasury transactions arising from net settlement of equity awards to satisfy minimum tax obligations during the three months ended March 31, 2025, June 30, 2025 and September 30, 2025, respectively.
(2)Excludes excise tax levied on share repurchases, net of issuances.
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(3)On February 22, 2022, our Board of Directors authorized (in addition to the net settlement of equity awards) the repurchase of Class A Shares and/or LP Units so that from that date forward, we were able to repurchase an aggregate of the lesser of $1.4 billion worth of Class A Shares and/or LP Units and 10.0 million Class A Shares and/or LP Units. Further, on April 29, 2025, our Board of Directors authorized (in addition to the net settlement of equity awards) the repurchase of Class A Shares and/or LP Units so that from that date forward, we are able to repurchase an aggregate of the lesser of $1.6 billion worth of Class A Shares and/or LP Units and 8.0 million Class A Shares and/or LP Units. Under this share repurchase program, shares may be repurchased from time to time in open market transactions, in privately-negotiated transactions or otherwise. The timing and the actual amount of shares repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. This program may be suspended or discontinued at any time and does not have a specified expiration date.
Item 5. Other Information
During the three months ended September 30, 2025, none of the Company's trustees or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non Rule 10b5-1 trading arrangement.
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Item 6. Exhibits and Financial Statement Schedules
Exhibit
Number		    Description
4.1
4.2
10.1
10.2
10.3
10.4
10.5
10.6
10.7
31.1   
31.2
32.1   
32.2
101.INS    The following materials from the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, are formatted in Inline XBRL: (i) Condensed Consolidated Statements of Financial Condition as of September 30, 2025 and December 31, 2024, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024, (iv) Condensed Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2025 and 2024, (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024, and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text including detailed tags
101.SCH Inline XBRL Taxonomy Extension Schema
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase
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101.DEF Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB Inline XBRL Taxonomy Extension Label Linkbase
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase
104 Cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 is formatted in Inline XBRL (and contained in Exhibit 101)
(1)Incorporated by Reference to the Registrant's Current Report on Form 8-K (Commission File No. 001-32975), filed with the SEC on July 11, 2025.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
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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.
Date: November 5, 2025
Evercore Inc.
By: /s/    JOHN S. WEINBERG
Name: John S. Weinberg
Title: Chief Executive Officer and Chairman
By: /s/    TIM LALONDE
Name: Tim LaLonde
Title: Chief Financial Officer
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EX-10.2 2 evr9302025ex102.htm EX-10.2 Document
Exhibit 10.2
Execution Version
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment Agreement”), dated as of July 10, 2025, between Evercore Inc., formerly known as Evercore Partners Inc., a Delaware corporation (the “Company”), and each of the holders of Notes that is a signatory to this Amendment Agreement (the “Noteholders”). Except as provided below, capitalized terms used in this Amendment Agreement and not defined herein have the respective meanings set forth on Schedule A to the Note Purchase Agreement described and defined below.

R E C I T A L S:

WHEREAS, the Company and the Noteholders are parties to that certain Note Purchase Agreement dated March 30, 2016 (as amended by that certain First Amendment to Note Purchase Agreement dated as of March 29, 2021, the “Existing Note Purchase Agreement”; and as amended by this Amendment Agreement and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”);

WHEREAS, pursuant to the Existing Note Purchase Agreement, the Company previously issued, and the Noteholders purchased, the Company’s (a) 4.88% Series A Senior Notes due March 30, 2021 in the aggregate principal amount of $38,000,000, (b) 5.23% Series B Senior Notes due March 30, 2023 in the aggregate principal amount of $67,000,000, (c) 5.48% Series C Senior Notes due March 30, 2026 in the aggregate principal amount of $48,000,000 (collectively, the “Existing Series C Notes”), and (d) 5.58% Series D Senior Notes due March 30, 2028 in the aggregate principal amount of $17,000,000 (collectively, the “Existing Series D Notes”; and collectively, with the Existing Series C Notes, the “Existing Notes”; and as amended by this Amendment Agreement and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Notes”);

WHEREAS, pursuant to that certain (a) Guaranty Agreement dated as of June 24, 2016 (the “East Guaranty”), by Evercore Partners Services East L.L.C., a Delaware limited liability company (“East”), (b) Guaranty Agreement, dated as of March 30, 2016 (the “Holdings Guaranty”), by Evercore Group Holdings L.P., a Delaware limited partnership (“Holdings”), and (c) Guaranty Agreement, dated as of March 30, 2016 (the “LP Guaranty”, together with the East Guaranty and the Holdings Guaranty, the “Subsidiary Guaranty Agreements”), by Evercore LP, a Delaware limited partnership (“LP”, together with East and Holdings, the “Subsidiary Guarantors”), the Subsidiary Guarantors jointly and severally guaranteed the obligations of the Company under the Note Purchase Agreement and the Notes in favor of the Noteholders; and

WHEREAS, the Company desires to amend certain provisions of the Existing Note Purchase Agreement and the Existing Notes, and the Noteholders have agreed to make such amendments, subject to the terms and conditions set forth in this Amendment Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

1.AMENDMENTS TO EXISTING NOTE PURCHASE AGREEMENT AND EXISTING NOTES.




Effective as of the Amendment Effective Date (as defined below), the Existing Note Purchase Agreement and the Existing Notes are hereby amended by this Amendment Agreement as follows (such amendments are referred to herein collectively as the “Amendments”):

1.1.Insertion of Section 1A (Interest Rate). The Existing Note Purchase Agreement is hereby amended by inserting the following new Section 1A immediately after Section 1 thereof:

“SECTION 1A. INTEREST RATE.

Each Note shall bear interest at the rate per annum set forth in the first paragraph thereof (the “Note Rate”); provided that, during any Leverage Step-Up Period from time to time in effect, each Note shall bear interest at a rate per annum equal to (a) if the Consolidated Leverage Ratio for the fiscal quarter of the Company then most recently ended is greater than 2.00 to 1.00, but less than or equal to 2.50 to 1.00, the Note Rate plus 0.15%, and (b) if the Consolidated Leverage Ratio for the fiscal quarter of the Company then most recently ended is greater than 2.50 to 1.00, the Note Rate plus 0.30% (such increase in the applicable interest rate with respect to any Note pursuant to clause (a) or (b) above (as applicable), the “Step-Up Rate”). If the Company fails to deliver the compliance certificate with respect to any fiscal quarter in accordance with Section 7.2 of this Agreement, the Step-Up Rate in clause (b) above shall be deemed to apply until such time as such compliance certificate is delivered. Notwithstanding anything contained in Section 8.6 hereof, for purposes of computing the Make-Whole Amount (if any) with respect to any Note on any date of determination, no Step-Up Rate with respect to such Note shall be included in the determination thereof.
For purposes hereof, “Leverage Step-Up Period” means, with respect to any Series of Notes, the period commencing on the interest payment date for such Series of Notes immediately following the date on which the Company has delivered a compliance certificate pursuant to Section 7.2 hereof evidencing that the Consolidated Leverage Ratio for the fiscal quarter of the Company then most recently ended is greater than 2.00 to 1.00 and ending on the first day after the next interest payment date for such Series of Notes after the date on which the Company delivers a compliance certificate pursuant to Section 7.2 hereof evidencing that the Consolidated Leverage Ratio for the fiscal quarter of the Company then most recently ended is less than or equal to 2.00 to 1.00.”
1.2.Amendment to Section 7.2(a) (Covenant Compliance). Section 7.2(a) of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read:

“(a) Covenant Compliance — setting forth the information from such financial statements that is required in order to establish whether the Company was in compliance with the requirements of Section 10 and any Incorporated Financial Covenant during the quarterly or annual period covered by the financial statements then being furnished (including with respect to each such provision that involves mathematical calculations, the information from such financial statements that is required to perform such calculations) and detailed calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Section, and the calculation of the amount, ratio or percentage then in existence, together with (i) a reconciliation from GAAP with respect to the treatment of leases hereunder as operating leases consistent with GAAP as in effect on March 30, 2016, as provided in Section 22.2(a) and (ii) in the event that the Company or any Subsidiary has made an election to measure any financial liability using fair value (which election is being disregarded for purposes of determining compliance with this Agreement pursuant to Section 22.2(a)) as to the period covered by any such financial statement, a reconciliation from GAAP with respect to such election;”
2




1.3.Amendment to Section 9 (Affirmative Covenants). Section 9 of the Existing Note Purchase Agreement is hereby amended by adding a new Section 9.8 to read as follows:

“Section 9.8.     Most Favored Lender Provision.
(a)If as of, or at any time after, the date of this Agreement any PNC Loan Document (or any extension, replacement or refinancing thereof) contains (i) a Financial Covenant that is not contained in this Agreement or (ii) a Financial Covenant that is contained in this Agreement which would in any respect be more beneficial to the holders of Notes than the Financial Covenants set forth in this Agreement (any such provision, a “More Favorable Financial Covenant”), then the Company shall provide a Most Favored Lender Notice in respect of such More Favorable Financial Covenant. Thereupon, unless waived in writing by the Required Holders within fifteen (15) days after each holder’s receipt of such notice, such More Favorable Financial Covenant shall be deemed automatically incorporated by reference into Section 10.8 of this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when such More Favorable Financial Covenant shall have become effective under such PNC Loan Document (or any extension, replacement or refinancing thereof).
(b)Any More Favorable Financial Covenant incorporated into this Agreement (herein referred to as an “Incorporated Financial Covenant”) (i) shall be deemed automatically amended or waived herein to reflect any subsequent amendments or waivers made to such More Favorable Financial Covenant under the relevant PNC Loan Document (or any extension, replacement or refinancing thereof), including, for the avoidance of doubt, amendments or waivers which make the relevant covenant less restrictive on the Company; provided that, if a Default or an Event of Default then exists in relation to such Incorporated Financial Covenant and the amendment or waiver of such More Favorable Financial Covenant would make such covenant less restrictive on the Company, such Incorporated Financial Covenant shall only be deemed automatically amended or waived at such time, if it should occur, when such Default or Event of Default is no longer continuing, and (ii) shall be deemed automatically deleted from this Agreement at such time as such More Favorable Financial Covenant is deleted or otherwise removed from the relevant PNC Loan Document (or any extension, replacement or refinancing thereof) or such PNC Loan Document (or any extension, replacement or refinancing thereof) shall be terminated; provided, however, that (A) if a Default or Event of Default then exists in relation to such Incorporated Financial Covenant, such Incorporated Financial Covenant shall only be deemed automatically deleted from this Agreement at such time, when such Default or Event of Default is no longer continuing and (B) if any lender under the relevant PNC Loan Document (or any
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extension, replacement or refinancing thereof) is paid, directly or indirectly, any compensation for the amendment, waiver or removal of such Incorporated Financial Covenant then the holders of the Notes shall receive, concurrently with or promptly after payment to the lender or lenders under the relevant PNC Loan Document (or any extension, replacement or refinancing thereof), a pro rata amount (based on the aggregate of both drawn and undrawn amounts) of any compensation paid to the lenders under the relevant PNC Loan Document (or any extension, replacement or refinancing thereof) (unless such amendment, waiver or removal is as a result of a refinancing or replacement of the PNC Loan Documents). For the avoidance of doubt, a waiver by the relevant lenders under the relevant PNC Loan Document (or any extension, replacement or refinancing thereof) of a Default or Event of Default in relation to a More Favorable Financial Covenant shall not affect the existence of an existing Default or Event of Default in respect of a related Incorporated Financial Covenant in this Agreement.
(c)Upon the effectiveness of any amendment described in Section 9.8(a), upon the request of the Company or any holder of Notes, the holders of Notes and the Company shall (at the Company’s sole cost and expense) enter into any additional agreement or amendment to this Agreement evidencing the incorporation of any such Incorporated Financial Covenant. Upon the effectiveness of any amendment, waiver, deletion or removal described in Section 9.8(b), upon the request of the Company, the holders of Notes shall (at the Company’s sole cost and expense) enter into any additional agreement or amendment to this Agreement requested by the Company evidencing the deletion and termination of any such Incorporated Financial Covenant.
(d)For the avoidance of doubt, each of the Financial Covenants in Section 10.8 of this Agreement as of the date of this Agreement shall remain in this Agreement regardless of whether any More Favorable Financial Covenants are incorporated into this Agreement and shall be independent of any Incorporated Financial Covenant.
(e)“Most Favored Lender Notice” means, in respect of any More Favorable Financial Covenant, a written notice to each of the holders of the Notes delivered promptly, and in any event within five (5) Business Days after the inclusion of such More Favorable Financial Covenant in any PNC Loan Document (or any extension, replacement or refinancing thereof) (including by way of amendment or other modification of any existing provision thereof) from a Senior Financial Officer of the Company referring to the provisions and setting forth a reasonably detailed description of such More Favorable Financial Covenant (including any defined terms used therein) and related explanatory calculations, as applicable.
(f)“Financial Covenant” means any covenant (whether set forth as a covenant, undertaking, event of default, restriction, or other such provision) that requires the Company to achieve or maintain, or not exceed, a stated level of financial condition or performance and includes, without limitation, any requirement that the Company and/or any of its Subsidiaries (and includes, without limitation, covenants of the type in Section 10.8):
(i)maintain a specified level of net worth, shareholders’ equity, total assets, cash flow or net income;
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(ii)maintain any relationship of any component of its capital structure to any other component thereof (including without limitation, the relationship of indebtedness, senior indebtedness or subordinated indebtedness to total capitalization or to net worth);
(iii)maintain any measure of its ability to service its indebtedness or fixed charges (including, without limitation, exceeding any specified ratio of revenues, cash flow or net income to indebtedness, interest expense, and/or rental expense (and which could include capital expenditures and/or scheduled payments of indebtedness as components of fixed charges)); or
(iv)not exceed any maximum level of indebtedness based on a leverage ratio.”
1.4.Amendments to Section 10.5 (Liens). Section 10.5 of the Existing Note Purchase Agreement is hereby amended as follows:
(a)Clause (a) of Section 10.5 of the Existing Note Purchase Agreement is hereby amended by deleting the following parenthetical: “(other than Liens securing obligations arising under the FRB Loan Documents or the BBVA Trade Financing).”
(b)Clause (j) of Section 10.5 of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:
“(j)    [Reserved].”
1.5.Amendment to Section 10.6(e) (Subsidiary Indebtedness). Clause (e) of Section 10.6 of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:
“(e)    [Reserved].”
1.6.Amendment to Section 10.8(a) (Maximum Consolidated Leverage Ratio). Section 10.8(a) of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(a)    Maximum Consolidated Leverage Ratio. The Company will not permit the Consolidated Leverage Ratio as of the last day of any period of four consecutive fiscal quarters of the Company to be greater than 2.75:1.0.”
1.7.Amendment to Section 10.8(c) (Minimum Consolidated Tangible Net Worth). Section 10.8(c) of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:
“(c)    Minimum Consolidated Tangible Net Worth. The Company will not permit Consolidated Tangible Net Worth to be less than $325,000,000 as of the last day of any fiscal quarter of the Company.”
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1.8.Amendment to Section 11(c). Section 11(c) of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:
“(c)    the Company defaults in the performance of or compliance with any term contained in Section 7.1(d) or Section 10.8 or any Incorporated Financial Covenant; or”
1.9.Amendment to Section 22.2(a) (Accounting Terms). The first parenthetical in the third sentence of Section 22.2(a) is hereby amended and restated in its entirety to read as follows:
“(including, without limitation, Section 9, Section 10, any Incorporated Financial Covenant and the definition of “Indebtedness”)”
1.10.Amendments to Schedule A (Defined Terms).
(a)The following definitions are hereby added to Schedule A to the Existing Note Purchase Agreement in their appropriate alphabetical order:
“2022 Note Purchase Agreement” means that certain Note Purchase Agreement, dated June 28, 2022, among the Company and the purchasers party thereto, as the same may be amended, supplemented or modified from time to time.

“2025 Note Purchase Agreement” means that certain Note Purchase Agreement, dated July 10, 2025, among the Company and the purchasers party thereto, as the same may be amended, supplemented or modified from time to time.
“Incorporated Financial Covenant” is defined in Section 9.8(b).
“Leverage Step-Up Period” is defined in Section 1A.
“More Favorable Financial Covenant” is defined in Section 9.8(a).
“Note Rate” is defined in Section 1A.
“Step-Up Rate” is defined in Section 1A.
(b)The following definitions set forth in Schedule A to the Existing Note Purchase Agreement are hereby amended and restated in their entirety to read as follows:
“Consolidated Total Debt” means, as of any date of determination, the total amount of Indebtedness of the Company and its Consolidated Subsidiaries outstanding on such date determined on a Consolidated basis in accordance with GAAP, including in any event any Indebtedness of or Guaranties by the Company or a Subsidiary and any outstanding amounts under the 2019 Note Purchase Agreement, the 2022 Note Purchase Agreement, the 2025 Note Purchase Agreement and the PNC Loan Documents, and excluding: (a) any Indebtedness that is subordinated to the obligations arising under this Agreement, the Notes and the Subsidiary Guaranties on terms and conditions, and pursuant to documentation, reasonably satisfactory to the Required Holders, (b) any Indebtedness owing by the Company or a Subsidiary to the Company or a Subsidiary, and any Guaranties of such Indebtedness, that is in the nature of a payable in the ordinary course of business (and not obligations of the type set forth in clause (a) or (b) of the definition of Indebtedness, or Guaranties of such obligations), and (c) any Indebtedness in respect of repurchase agreements to the extent otherwise permitted under this Agreement.
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“Default Rate” means that rate of interest that is the greater of (a) 2% per annum above the rate of interest stated in clause (a) of the first paragraph of the Notes (or such higher rate of interest as may then be in effect pursuant to Section 1A of this Agreement), or (b) 2% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. in New York, New York as its “base” or “prime” rate.”

“Material Credit Facility” means, as to the Company and its Subsidiaries,
(a)    the 2019 Note Purchase Agreement, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof;
(b)    the 2022 Note Purchase Agreement, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof ;
(c)    the 2025 Note Purchase Agreement, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof; and
(d)    any other agreement(s) creating or evidencing indebtedness for borrowed money, or in respect of which the Company or any Subsidiary is an obligor or otherwise provides a guarantee or other credit support, in a principal amount outstanding or available for borrowing greater than $75,000,000 (or the equivalent of such amount in the relevant currency of payment, determined as of the date of the closing of such facility based on the exchange rate of such other currency).
“PNC Loan Documents” means (a) the PNC Unsecured Loan Agreement, (b) the PNC Unsecured L/C Note and (c) any other documents which constitute “Loan Documents” as such term is defined in the PNC Unsecured Loan Agreement as in effect on the date of this Agreement (other than certified resolutions, closing certificates and compliance certificates), and (d) any amendments, restatements, amendments and restatements, supplements or other modifications of any of the documents described in the foregoing clauses (a) through (c).

“PNC Unsecured L/C Note” means that certain Amended and Restated Revolving Line of Credit Note, dated as of July 10, 2025, by Evercore East in
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favor of PNC Bank, National Association, as amended, restated, amended and restated, supplemented or otherwise modified.
“PNC Unsecured Loan Agreement” means that certain Loan Agreement, dated as of October 28, 2024, between Evercore East and PNC Bank, National Association, as amended by that certain Amendment to Loan Documents dated as of March 17, 2025, that certain Amendment to Loan Documents dated as of July 10, 2025, and as further amended, restated, amended and restated, supplemented or otherwise modified.

(c)The following definitions are hereby deleted in their entirety from Schedule A to the Existing Note Purchase Agreement: “2021 Note Purchase Agreement”, “BBVA Trade Financing”, “PNC Secured L/C Note”, “PNC Secured Loan Agreement”, “PNC Secured Loan Documents” and “PNC Unsecured Loan Documents”.
(d)Amendment to Schedule 1(c). The first paragraph of Schedule 1(c) to the Existing Note Purchase Agreement is hereby amended by (i) inserting the phrase “(subject to adjustment in accordance with Section 1A of the Note Purchase Agreement referred to below)” after the phrase “5.48% per annum” in the first paragraph thereof and (ii) replacing the phrase “the greater of (i) 7.48% or (ii) 2% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York, New York as its “base” or “prime” rate” in its entirety with the phrase “the Default Rate”.
(e)Amendment to Schedule 1(d). The first paragraph of Schedule 1(d) to the Existing Note Purchase Agreement is hereby amended by (i) inserting the phrase “(subject to adjustment in accordance with Section 1A of the Note Purchase Agreement referred to below)” after the phrase “5.58% per annum” in the first paragraph thereof and (ii) replacing the phrase “the greater of (i) 7.58% or (ii) 2% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York, New York as its “base” or “prime” rate” in its entirety with the phrase “the Default Rate”.
1.11.Amendment to the Existing Notes.
Each of the Existing Series C Notes and Existing Series D Notes outstanding on the date hereof is hereby, without any further action required on the part of any other Person, automatically amended to be in the form of Schedule 1(c) or Schedule 1(d) of the Note Purchase Agreement, respectively, in each case as amended hereby. For the avoidance of doubt, the registration number, principal amount, payee, date of issuance and legend, if any, of each such Note shall remain unchanged. Any Note issued on or after the Amendment Effective Date (defined below) shall be substantially in the form of Schedule 1(c) or Schedule 1(d) of the Note Purchase Agreement, as applicable, in each case as amended hereby. The Company agrees, upon the request of any Noteholder, to promptly deliver a replacement Note in the form of Schedule 1(c) and Schedule 1(d) of the Note Purchase Agreement, as applicable, in each case as amended hereby, in exchange for, and in replacement of, the existing Notes of such Series held by such Noteholder, in each case in accordance with the provisions provided for in Section 13 of the Note Purchase Agreement.

2.REPRESENTATIONS AND WARRANTIES.
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To induce the Noteholders to enter into this Amendment Agreement, the Company represents and warrants as follows:

2.1.Existing Representations and Warranties.

The Company (a) repeats (and confirms as true and correct) to the Noteholders as of the Amendment Effective Date each of the representations and warranties made by the Company pursuant to the Existing Note Purchase Agreement, as amended by this Amendment Agreement (other than such representations expressly given as of a specific date as to which such representations shall be true and correct as of such specific date); and (b) incorporates such representations and warranties herein (as though set forth herein) in their entirety.

2.2.Organization; Power and Authority.

The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Amendment Agreement and to perform the provisions hereof.

2.3.Authorization, etc.

This Amendment Agreement has been duly authorized by all necessary corporate action on the part of the Company, and this Amendment Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

2.4.Compliance with Laws, Other Instruments, Etc.

The execution, delivery and performance by the Company of this Amendment Agreement will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.
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2.5.Governmental Authorizations, etc.

No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Amendment Agreement.

2.6.No Defaults or Events of Default.

No event has occurred and is continuing and no condition exists which, immediately before or immediately after giving effect to the Amendments, constitutes or would constitute a Default or an Event of Default.

3.CONDITIONS TO EFFECTIVENESS OF AMENDMENTS.

The Amendments shall become effective only upon the date of the satisfaction in full of the following conditions precedent (the “Amendment Effective Date”):

3.1.Execution and Delivery of this Amendment Agreement.

The Company and the Required Holders shall have executed and delivered a counterpart of this Amendment Agreement.

3.2.Reaffirmation of the Subsidiary Guaranty Agreements.

The Noteholders shall have received copies of the Subsidiary Guarantor Acknowledgment in the form of Exhibit A to this Amendment Agreement, executed and delivered by each Subsidiary Guarantor.

3.3.Amendment to 2019 Note Purchase Agreement.

The Noteholders shall have received a fully executed copy of an amendment to the 2019 Note Purchase Agreement, by and among the Company and each of the purchasers party thereto, such amendment to be in form and substance satisfactory to the Required Holders and in full force and effect.

3.4.Amendment to 2022 Note Purchase Agreement.

The Noteholders shall have received a fully executed copy of an amendment to the 2022 Note Purchase Agreement, by and among the Company and each of the purchasers party thereto, such amendment to be in form and substance satisfactory to the Required Holders and in full force and effect.

3.5.2025 Note Purchase Agreement.
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The Noteholders shall have received a fully executed copy of the 2025 Note Purchase Agreement, by and among the Company and each of the purchasers party thereto, such note purchase agreement to be in form and substance satisfactory to the Required Holders and in full force and effect.

3.6.Representations and Warranties True.

The representations and warranties set forth in Section 2 shall be true and correct on and as of the Amendment Effective Date.
3.7.Fees and Expenses.

The Company shall have paid all outstanding costs, expenses and fees of the Noteholders including, but not limited to, the reasonable fees of special counsel to the Noteholders, in accordance with Section 4 below.

4.EXPENSES.

The Company will promptly (and in any event within thirty days of receiving any statement or invoice therefor) pay the reasonable fees and expenses of special counsel to the Noteholders incurred in connection with the preparation, negotiation and delivery of this Amendment Agreement and any other documents related hereto, whether or not the Amendments contemplated hereby become effective.

5.MISCELLANEOUS.

5.1.Part of Existing Note Purchase Agreement and Existing Notes; Future References, etc.

This Amendment Agreement shall be construed in connection with and as a part of the Note Purchase Agreement and the Notes, except as expressly amended by this Amendment Agreement, all terms, conditions and covenants contained in the Existing Note Purchase Agreement and the Existing Notes are hereby ratified and shall be and remain in full force and effect. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment Agreement may refer to the Note Purchase Agreement and the Notes without making specific reference to this Amendment Agreement, but nevertheless all such references shall include this Amendment Agreement unless the context otherwise requires.

5.2.Counterparts, Facsimiles.

This Amendment Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. Delivery of an executed signature page by facsimile, e-mail or other electronic transmission shall be effective as delivery of a manually signed counterpart of this Amendment Agreement.
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The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement (other than the Notes) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Company and the holders of the Notes, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Notwithstanding the foregoing, if any holder of a Note shall request manually signed counterpart signatures this Amendment Agreement, the Company hereby agrees to provide such manually signed signature pages as soon as reasonably practicable.

5.3.Binding Effect.

This Amendment Agreement shall be binding upon and shall inure to the benefit of the Company and the Noteholders and their respective successors and assigns.

5.4.Governing Law.

THIS AMENDMENT AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

[Intentionally Left Blank - Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed and delivered by their respective proper and duly authorized officers as of the Amendment Effective Date.

COMPANY:

EVERCORE INC.


By: /s/ Timothy LaLonde
Name: Timothy LaLonde
Title: Chief Financial Officer



NOTEHOLDERS:

[NAME]
By:

By: ___________________________
Name:
Title:



EXHIBIT A

[FORM OF SUBSIDIARY GUARANTOR ACKNOWLEDGEMENT]

The undersigned acknowledges and agrees to the terms of that certain Second Amendment to Note Purchase Agreement, dated as of July 10, 2025 (the “Amendment Agreement”), amending that certain Note Purchase Agreement, dated March 30, 2016 (as amended by that certain First Amendment to Note Purchase Agreement dated as of March 29, 2021 , the “Note Purchase Agreement”), by and between Evercore Inc., formerly known as Evercore Partners Inc., a Delaware corporation (the “Company”), and the holders of Notes party thereto. The undersigned confirms that the Subsidiary Guaranty Agreement to which the undersigned is a party remains in full force and effect after giving effect to the Amendment Agreement and continues to be the valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles including principles of commercial reasonableness, good faith and fair dealing (whether enforceability is sought by proceedings in equity or at law).




Capitalized terms used herein but not defined are used as defined in the Note Purchase Agreement. This acknowledgment may be executed in any number of counterparts by the parties hereto (including by facsimile and electronic (e.g. “.pdf”, or “.tif”) transmission), each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument.

EVERCORE GROUP HOLDINGS L.P.

By:_____________________________
Name:
Title:
EVERCORE LP

By:_____________________________
Name:
Title:
EVERCORE PARTNERS SERVICES EAST L.L.C.

By:_____________________________
Name:
Title:
EX-10.3 3 evr9302025ex103.htm EX-10.3 Document
Exhibit 10.3
Execution Version
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment Agreement”), dated as of July 10, 2025, between Evercore Inc., a Delaware corporation (the “Company”), and each of the holders of Notes that is a signatory to this Amendment Agreement (the “Noteholders”). Except as provided below, capitalized terms used in this Amendment Agreement and not defined herein have the respective meanings set forth on Schedule A to the Note Purchase Agreement described and defined below.

R E C I T A L S:

WHEREAS, the Company and the Noteholders are parties to that certain Note Purchase Agreement dated August 1, 2019 (as amended by that certain First Amendment to Note Purchase Agreement dated as of March 29, 2021, the “Existing Note Purchase Agreement”; and as amended by this Amendment Agreement and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”);

WHEREAS, pursuant to the Existing Note Purchase Agreement, the Company previously issued, and the Noteholders purchased, the Company’s (a) 4.34% Series E Senior Notes due August 1, 2029 in the aggregate principal amount of $75,000,000 (collectively, the “Existing Series E Notes”), (b) 4.44% Series F Senior Notes due August 1, 2031 in the aggregate principal amount of $60,000,000 (collectively, the “Existing Series F Notes”), (c) 4.54% Series G Senior Notes due August 1, 2033 in the aggregate principal amount of $40,000,000 (collectively, the “Existing Series G Notes”), and (d) 3.33% Series H Senior Notes due August 1, 2033 in the aggregate principal amount of £25,000,000 (collectively, the “Existing Series H Notes”; and collectively, with the Existing Series E Notes, the Existing Series F Notes and the Existing Series G Note, the “Existing Notes”; and as amended by this Amendment Agreement and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Notes”);

WHEREAS, pursuant to that certain (a) Guaranty Agreement dated as of August 1, 2019 (the “East Guaranty”), by Evercore Partners Services East L.L.C., a Delaware limited liability company (“East”), (b) Guaranty Agreement, dated as of August 1, 2019 (the “Holdings Guaranty”), by Evercore Group Holdings L.P., a Delaware limited partnership (“Holdings”), and (c) Guaranty Agreement, dated as of August 1, 2019 (the “LP Guaranty”, together with the East Guaranty and the Holdings Guaranty, the “Subsidiary Guaranty Agreements”), by Evercore LP, a Delaware limited partnership (“LP”, together with East and Holdings, the “Subsidiary Guarantors”), the Subsidiary Guarantors jointly and severally guaranteed the obligations of the Company under the Note Purchase Agreement and the Notes in favor of the Noteholders; and

WHEREAS, the Company desires to amend certain provisions of the Existing Note Purchase Agreement and the Existing Notes, and the Noteholders have agreed to make such amendments, subject to the terms and conditions set forth in this Amendment Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

1.AMENDMENTS TO EXISTING NOTE PURCHASE AGREEMENT AND EXISTING NOTES.




Effective as of the Amendment Effective Date (as defined below), the Existing Note Purchase Agreement and the Existing Notes are hereby amended by this Amendment Agreement as follows (such amendments are referred to herein collectively as the “Amendments”):

1.1.Insertion of Section 1A (Interest Rate). The Existing Note Purchase Agreement is hereby amended by inserting the following new Section 1A immediately after Section 1 thereof:

“SECTION 1A. INTEREST RATE.

Each Note shall bear interest at the rate per annum set forth in the first paragraph thereof (the “Note Rate”); provided that, during any Leverage Step-Up Period from time to time in effect, each Note shall bear interest at a rate per annum equal to (a) if the Consolidated Leverage Ratio for the fiscal quarter of the Company then most recently ended is greater than 2.00 to 1.00, but less than or equal to 2.50 to 1.00, the Note Rate plus 0.15%, and (b) if the Consolidated Leverage Ratio for the fiscal quarter of the Company then most recently ended is greater than 2.50 to 1.00, the Note Rate plus 0.30% (such increase in the applicable interest rate with respect to any Note pursuant to clause (a) or (b) above (as applicable), the “Step-Up Rate”). If the Company fails to deliver the compliance certificate with respect to any fiscal quarter in accordance with Section 7.2 of this Agreement, the Step-Up Rate in clause (b) above shall be deemed to apply until such time as such compliance certificate is delivered. Notwithstanding anything contained in Section 8.6 hereof, for purposes of computing the Make-Whole Amount (if any) with respect to any Note on any date of determination, no Step-Up Rate with respect to such Note shall be included in the determination thereof.
For purposes hereof, “Leverage Step-Up Period” means, with respect to any Series of Notes, the period commencing on the interest payment date for such Series of Notes immediately following the date on which the Company has delivered a compliance certificate pursuant to Section 7.2 hereof evidencing that the Consolidated Leverage Ratio for the fiscal quarter of the Company then most recently ended is greater than 2.00 to 1.00 and ending on the first day after the next interest payment date for such Series of Notes after the date on which the Company delivers a compliance certificate pursuant to Section 7.2 hereof evidencing that the Consolidated Leverage Ratio for the fiscal quarter of the Company then most recently ended is less than or equal to 2.00 to 1.00.”
1.2.Amendment to Section 7.2(a) (Covenant Compliance). Section 7.2(a) of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read:

“(a) Covenant Compliance — setting forth the information from such financial statements that is required in order to establish whether the Company was in compliance with the requirements of Section 10 and any Incorporated Financial Covenant during the quarterly or annual period covered by the financial statements then being furnished (including with respect to each such provision that involves mathematical calculations, the information from such financial statements that is required to perform such calculations) and detailed calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Section, and the calculation of the amount, ratio or percentage then in existence, together with (i) a reconciliation from GAAP with respect to the treatment of leases hereunder as operating leases consistent with GAAP as in effect on March 30, 2016, as provided in Section 22.2(a) and (ii) in the event that the Company or any Subsidiary has made an election to measure any financial liability using fair value (which election is being disregarded for purposes of determining compliance with this Agreement pursuant to Section 22.2(a)) as to the period covered by any such financial statement, a reconciliation from GAAP with respect to such election;”
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1.3.Amendment to Section 9 (Affirmative Covenants). Section 9 of the Existing Note Purchase Agreement is hereby amended by adding a new Section 9.8 to read as follows:

“Section 9.8.     Most Favored Lender Provision.
(a)If as of, or at any time after, the date of this Agreement any PNC Loan Document (or any extension, replacement or refinancing thereof) contains (i) a Financial Covenant that is not contained in this Agreement or (ii) a Financial Covenant that is contained in this Agreement which would in any respect be more beneficial to the holders of Notes than the Financial Covenants set forth in this Agreement (any such provision, a “More Favorable Financial Covenant”), then the Company shall provide a Most Favored Lender Notice in respect of such More Favorable Financial Covenant. Thereupon, unless waived in writing by the Required Holders within fifteen (15) days after each holder’s receipt of such notice, such More Favorable Financial Covenant shall be deemed automatically incorporated by reference into Section 10.8 of this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when such More Favorable Financial Covenant shall have become effective under such PNC Loan Document (or any extension, replacement or refinancing thereof).
(b)Any More Favorable Financial Covenant incorporated into this Agreement (herein referred to as an “Incorporated Financial Covenant”) (i) shall be deemed automatically amended or waived herein to reflect any subsequent amendments or waivers made to such More Favorable Financial Covenant under the relevant PNC Loan Document (or any extension, replacement or refinancing thereof), including, for the avoidance of doubt, amendments or waivers which make the relevant covenant less restrictive on the Company; provided that, if a Default or an Event of Default then exists in relation to such Incorporated Financial Covenant and the amendment or waiver of such More Favorable Financial Covenant would make such covenant less restrictive on the Company, such Incorporated Financial Covenant shall only be deemed automatically amended or waived at such time, if it should occur, when such Default or Event of Default is no longer continuing, and (ii) shall be deemed automatically deleted from this Agreement at such time as such More Favorable Financial Covenant is deleted or otherwise removed from the relevant PNC Loan Document (or any extension, replacement or refinancing thereof) or such PNC Loan Document (or any extension, replacement or refinancing thereof) shall be terminated; provided, however, that (A) if a Default or Event of Default then exists in relation to such Incorporated Financial Covenant, such Incorporated Financial Covenant shall only be deemed automatically deleted from this Agreement at such time, when such Default or Event of Default is no longer continuing and (B) if any lender under the relevant PNC Loan Document (or any
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extension, replacement or refinancing thereof) is paid, directly or indirectly, any compensation for the amendment, waiver or removal of such Incorporated Financial Covenant then the holders of the Notes shall receive, concurrently with or promptly after payment to the lender or lenders under the relevant PNC Loan Document (or any extension, replacement or refinancing thereof), a pro rata amount (based on the aggregate of both drawn and undrawn amounts) of any compensation paid to the lenders under the relevant PNC Loan Document (or any extension, replacement or refinancing thereof) (unless such amendment, waiver or removal is as a result of a refinancing or replacement of the PNC Loan Documents). For the avoidance of doubt, a waiver by the relevant lenders under the relevant PNC Loan Document (or any extension, replacement or refinancing thereof) of a Default or Event of Default in relation to a More Favorable Financial Covenant shall not affect the existence of an existing Default or Event of Default in respect of a related Incorporated Financial Covenant in this Agreement.
(c)Upon the effectiveness of any amendment described in Section 9.8(a), upon the request of the Company or any holder of Notes, the holders of Notes and the Company shall (at the Company’s sole cost and expense) enter into any additional agreement or amendment to this Agreement evidencing the incorporation of any such Incorporated Financial Covenant. Upon the effectiveness of any amendment, waiver, deletion or removal described in Section 9.8(b), upon the request of the Company, the holders of Notes shall (at the Company’s sole cost and expense) enter into any additional agreement or amendment to this Agreement requested by the Company evidencing the deletion and termination of any such Incorporated Financial Covenant.
(d)For the avoidance of doubt, each of the Financial Covenants in Section 10.8 of this Agreement as of the date of this Agreement shall remain in this Agreement regardless of whether any More Favorable Financial Covenants are incorporated into this Agreement and shall be independent of any Incorporated Financial Covenant.
(e)“Most Favored Lender Notice” means, in respect of any More Favorable Financial Covenant, a written notice to each of the holders of the Notes delivered promptly, and in any event within five (5) Business Days after the inclusion of such More Favorable Financial Covenant in any PNC Loan Document (or any extension, replacement or refinancing thereof) (including by way of amendment or other modification of any existing provision thereof) from a Senior Financial Officer of the Company referring to the provisions and setting forth a reasonably detailed description of such More Favorable Financial Covenant (including any defined terms used therein) and related explanatory calculations, as applicable.
(f)“Financial Covenant” means any covenant (whether set forth as a covenant, undertaking, event of default, restriction, or other such provision) that requires the Company to achieve or maintain, or not exceed, a stated level of financial condition or performance and includes, without limitation, any requirement that the Company and/or any of its Subsidiaries (and includes, without limitation, covenants of the type in Section 10.8):
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(i)maintain a specified level of net worth, shareholders’ equity, total assets, cash flow or net income;
(ii)maintain any relationship of any component of its capital structure to any other component thereof (including without limitation, the relationship of indebtedness, senior indebtedness or subordinated indebtedness to total capitalization or to net worth);
(iii)maintain any measure of its ability to service its indebtedness or fixed charges (including, without limitation, exceeding any specified ratio of revenues, cash flow or net income to indebtedness, interest expense, and/or rental expense (and which could include capital expenditures and/or scheduled payments of indebtedness as components of fixed charges)); or
(iv)not exceed any maximum level of indebtedness based on a leverage ratio.”
1.4.Amendments to Section 10.5 (Liens). Section 10.5 of the Existing Note Purchase Agreement is hereby amended as follows:
(a)Clause (a) of Section 10.5 of the Existing Note Purchase Agreement is hereby amended by deleting the following parenthetical: “(other than Liens securing obligations arising under the PNC Loan Documents or the BBVA Trade Financing).”
(b)Clause (j) of Section 10.5 of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:
“(j)    [Reserved].”
1.5.Amendment to Section 10.6(e) (Subsidiary Indebtedness). Clause (e) of Section 10.6 of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:
“(e)    [Reserved].”
1.6.Amendment to Section 10.8(a) (Maximum Consolidated Leverage Ratio). Section 10.8(a) of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(a)    Maximum Consolidated Leverage Ratio. The Company will not permit the Consolidated Leverage Ratio as of the last day of any period of four consecutive fiscal quarters of the Company to be greater than 2.75:1.0.”
1.7.Amendment to Section 11(c). Section 11(c) of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:
“(c)    the Company defaults in the performance of or compliance with any term contained in Section 7.1(d) or Section 10.8 or any Incorporated Financial Covenant; or”
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1.8.Amendment to Section 22.2(a) (Accounting Terms). The first parenthetical in the third sentence of Section 22.2(a) is hereby amended and restated in its entirety to read as follows:
“(including, without limitation, Section 9, Section 10, any Incorporated Financial Covenant and the definition of “Indebtedness”)”
1.9.Amendment to Section 22.7(b). Section 22.7(b) is hereby amended by replacing the phrase “Section 22.8(a)” therein in its entirety with the phrase “Section 22.7(a)”.
1.10.Amendments to Schedule A (Defined Terms).
(a)The following definitions are hereby added to Schedule A to the Existing Note Purchase Agreement in their appropriate alphabetical order:
“2022 Note Purchase Agreement” means that certain Note Purchase Agreement, dated June 28, 2022, among the Company and the purchasers party thereto, as the same may be amended, supplemented or modified from time to time.

“2025 Note Purchase Agreement” means that certain Note Purchase Agreement, dated July 10, 2025, among the Company and the purchasers party thereto, as the same may be amended, supplemented or modified from time to time.
“Incorporated Financial Covenant” is defined in Section 9.8(b).
“Leverage Step-Up Period” is defined in Section 1A.
“More Favorable Financial Covenant” is defined in Section 9.8(a).
“Note Rate” is defined in Section 1A.
“Step-Up Rate” is defined in Section 1A.
(b)The following definitions set forth in Schedule A to the Existing Note Purchase Agreement are hereby amended and restated in their entirety to read as follows:
“Consolidated Total Debt” means, as of any date of determination, the total amount of Indebtedness of the Company and its Consolidated Subsidiaries outstanding on such date determined on a Consolidated basis in accordance with GAAP, including in any event any Indebtedness of or Guaranties by the Company or a Subsidiary and any outstanding amounts under the 2016 Note Purchase Agreement, the 2022 Note Purchase Agreement, the 2025 Note Purchase Agreement and the PNC Loan Documents, and excluding: (a) any Indebtedness that is subordinated to the obligations arising under this Agreement, the Notes and the Subsidiary Guaranties on terms and conditions, and pursuant to documentation, reasonably satisfactory to the Required Holders, (b) any Indebtedness owing by the Company or a Subsidiary to the Company or a Subsidiary, and any Guaranties of such Indebtedness, that is in the nature of a payable in the ordinary course of business (and not obligations of the type set forth in clause (a) or (b) of the definition of Indebtedness, or Guaranties of such obligations), and (c) any Indebtedness in respect of repurchase agreements to the extent otherwise permitted under this Agreement.
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“Default Rate” means that rate of interest that is the greater of (a) 2% per annum above the rate of interest stated in clause (a) of the first paragraph of the Notes (or such higher rate of interest as may then be in effect pursuant to Section 1A of this Agreement), or (b)(i) in the case of any US Dollar Note, 2% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. in New York, New York as its “base” or “prime” rate and (ii) in the case of any Sterling Note, 2% over the rate of interest publicly announced by Barclays PLC in London, England as its “base” or “prime” rate.”

“Material Credit Facility” means, as to the Company and its Subsidiaries,
(a)    the 2016 Note Purchase Agreement, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof;
(b)    the 2022 Note Purchase Agreement, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof ;
(c)    the 2025 Note Purchase Agreement, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof; and
(d)    any other agreement(s) creating or evidencing indebtedness for borrowed money, or in respect of which the Company or any Subsidiary is an obligor or otherwise provides a guarantee or other credit support, in a principal amount outstanding or available for borrowing greater than $75,000,000 (or the equivalent of such amount in the relevant currency of payment, determined as of the date of the closing of such facility based on the exchange rate of such other currency).
“PNC Loan Documents” means (a) the PNC Unsecured Loan Agreement, (b) the PNC Unsecured L/C Note and (c) any other documents which constitute “Loan Documents” as such term is defined in the PNC Unsecured Loan Agreement as in effect on the date of this Agreement (other than certified resolutions, closing certificates and compliance certificates), and (d) any amendments, restatements, amendments and restatements, supplements or other modifications of any of the documents described in the foregoing clauses (a) through (c).

“PNC Unsecured L/C Note” means that certain Amended and Restated Revolving Line of Credit Note, dated as of July 10, 2025, by Evercore East in
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favor of PNC Bank, National Association, as amended, restated, amended and restated, supplemented or otherwise modified.
“PNC Unsecured Loan Agreement” means that certain Loan Agreement, dated as of October 28, 2024, between Evercore East and PNC Bank, National Association, as amended by that certain Amendment to Loan Documents dated as of March 17, 2025, that certain Amendment to Loan Documents dated as of July 10, 2025, and as further amended, restated, amended and restated, supplemented or otherwise modified.

(c)The following definitions are hereby deleted in their entirety from Schedule A to the Existing Note Purchase Agreement: “2021 Note Purchase Agreement”, “BBVA Trade Financing”, “PNC Secured L/C Note”, “PNC Secured Loan Agreement”, “PNC Secured Loan Documents” and “PNC Unsecured Loan Documents”.
(d)Schedule 1(a) to the Existing Note Purchase Agreement is hereby amended by inserting the phrase “(subject to adjustment in accordance with Section 1A of the Note Purchase Agreement referred to below)” after the phrase “4.34% per annum” in the first paragraph thereof.
(e)Schedule 1(b) to the Existing Note Purchase Agreement is hereby amended by inserting the phrase “(subject to adjustment in accordance with Section 1A of the Note Purchase Agreement referred to below)” after the phrase “4.44% per annum” in the first paragraph thereof.
(f)Schedule 1(c) to the Existing Note Purchase Agreement is hereby amended by inserting the phrase “(subject to adjustment in accordance with Section 1A of the Note Purchase Agreement referred to below)” after the phrase “4.54% per annum” in the first paragraph thereof.
(g)Schedule 1(d) to the Existing Note Purchase Agreement is hereby amended by inserting the phrase “(subject to adjustment in accordance with Section 1A of the Note Purchase Agreement referred to below)” after the phrase “3.33% per annum” in the first paragraph thereof.
1.11.Amendment to the Existing Notes.
Each of the Existing Series E Notes, Existing Series F Notes, Existing Series G Notes and Existing Series H Notes outstanding on the date hereof is hereby, without any further action required on the part of any other Person, automatically amended to be in the form of Schedule 1(a), Schedule 1(b), Schedule 1(c) or Schedule 1(d) of the Note Purchase Agreement, respectively, in each case as amended hereby. For the avoidance of doubt, the registration number, principal amount, payee, date of issuance and legend, if any, of each such Note shall remain unchanged. Any Note issued on or after the Amendment Effective Date (defined below) shall be substantially in the form of Schedule 1(a), Schedule 1(b), Schedule 1(c) or Schedule 1(d) of the Note Purchase Agreement, as applicable, in each case as amended hereby.
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The Company agrees, upon the request of any Noteholder, to promptly deliver a replacement Note in the form of Schedule 1(a), Schedule 1(b), Schedule 1(c) and Schedule 1(d) of the Note Purchase Agreement, as applicable, in each case as amended hereby, in exchange for, and in replacement of, the existing Notes of such Series held by such Noteholder, in each case in accordance with the provisions provided for in Section 13 of the Note Purchase Agreement.

2.REPRESENTATIONS AND WARRANTIES.

To induce the Noteholders to enter into this Amendment Agreement, the Company represents and warrants as follows:

2.1.Existing Representations and Warranties.

The Company (a) repeats (and confirms as true and correct) to the Noteholders as of the Amendment Effective Date each of the representations and warranties made by the Company pursuant to the Existing Note Purchase Agreement, as amended by this Amendment Agreement (other than such representations expressly given as of a specific date as to which such representations shall be true and correct as of such specific date); and (b) incorporates such representations and warranties herein (as though set forth herein) in their entirety.

2.2.Organization; Power and Authority.

The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Amendment Agreement and to perform the provisions hereof.

2.3.Authorization, etc.

This Amendment Agreement has been duly authorized by all necessary corporate action on the part of the Company, and this Amendment Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

2.4.Compliance with Laws, Other Instruments, Etc.

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The execution, delivery and performance by the Company of this Amendment Agreement will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

2.5.Governmental Authorizations, etc.

No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Amendment Agreement.

2.6.No Defaults or Events of Default.

No event has occurred and is continuing and no condition exists which, immediately before or immediately after giving effect to the Amendments, constitutes or would constitute a Default or an Event of Default.

3.CONDITIONS TO EFFECTIVENESS OF AMENDMENTS.

The Amendments shall become effective only upon the date of the satisfaction in full of the following conditions precedent (the “Amendment Effective Date”):

3.1.Execution and Delivery of this Amendment Agreement.

The Company and the Required Holders shall have executed and delivered a counterpart of this Amendment Agreement.

3.2.Reaffirmation of the Subsidiary Guaranty Agreements.

The Noteholders shall have received copies of the Subsidiary Guarantor Acknowledgment in the form of Exhibit A to this Amendment Agreement, executed and delivered by each Subsidiary Guarantor.

3.3.Amendment to 2016 Note Purchase Agreement.

The Noteholders shall have received a fully executed copy of an amendment to the 2016 Note Purchase Agreement, by and among the Company and each of the purchasers party thereto, such amendment to be in form and substance satisfactory to the Required Holders and in full force and effect.

3.4.Amendment to 2022 Note Purchase Agreement.

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The Noteholders shall have received a fully executed copy of an amendment to the 2022 Note Purchase Agreement, by and among the Company and each of the purchasers party thereto, such amendment to be in form and substance satisfactory to the Required Holders and in full force and effect.

3.5.2025 Note Purchase Agreement.

The Noteholders shall have received a fully executed copy of the 2025 Note Purchase Agreement, by and among the Company and each of the purchasers party thereto, such note purchase agreement to be in form and substance satisfactory to the Required Holders and in full force and effect.

3.6.Representations and Warranties True.

The representations and warranties set forth in Section 2 shall be true and correct on and as of the Amendment Effective Date.
3.7.Fees and Expenses.

The Company shall have paid all outstanding costs, expenses and fees of the Noteholders including, but not limited to, the reasonable fees of special counsel to the Noteholders, in accordance with Section 4 below.

4.EXPENSES.

The Company will promptly (and in any event within thirty days of receiving any statement or invoice therefor) pay the reasonable fees and expenses of special counsel to the Noteholders incurred in connection with the preparation, negotiation and delivery of this Amendment Agreement and any other documents related hereto, whether or not the Amendments contemplated hereby become effective.

5.MISCELLANEOUS.

5.1.Part of Existing Note Purchase Agreement and Existing Notes; Future References, etc.

This Amendment Agreement shall be construed in connection with and as a part of the Note Purchase Agreement and the Notes, except as expressly amended by this Amendment Agreement, all terms, conditions and covenants contained in the Existing Note Purchase Agreement and the Existing Notes are hereby ratified and shall be and remain in full force and effect. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment Agreement may refer to the Note Purchase Agreement and the Notes without making specific reference to this Amendment Agreement, but nevertheless all such references shall include this Amendment Agreement unless the context otherwise requires.

5.2.Counterparts, Facsimiles.
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This Amendment Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. Delivery of an executed signature page by facsimile, e-mail or other electronic transmission shall be effective as delivery of a manually signed counterpart of this Amendment Agreement. The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement (other than the Notes) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Company and the holders of the Notes, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Notwithstanding the foregoing, if any holder of a Note shall request manually signed counterpart signatures this Amendment Agreement, the Company hereby agrees to provide such manually signed signature pages as soon as reasonably practicable.

5.3.Binding Effect.

This Amendment Agreement shall be binding upon and shall inure to the benefit of the Company and the Noteholders and their respective successors and assigns.

5.4.Governing Law.

THIS AMENDMENT AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

[Intentionally Left Blank - Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed and delivered by their respective proper and duly authorized officers as of the Amendment Effective Date.

COMPANY:

EVERCORE INC.


By: /s/ Timothy LaLonde
Name: Timothy LaLonde
Title: Chief Financial Officer



NOTEHOLDERS:

[NAME]
By:

By: ___________________________
Name:
Title:



EXHIBIT A

[FORM OF SUBSIDIARY GUARANTOR ACKNOWLEDGEMENT]

The undersigned acknowledges and agrees to the terms of that certain Second Amendment to Note Purchase Agreement, dated as of July 10, 2025 (the “Amendment Agreement”), amending that certain Note Purchase Agreement, dated August 1, 2019 (as amended by that certain First Amendment to Note Purchase Agreement dated as of March 29, 2021, the “Note Purchase Agreement”), by and between Evercore Inc., formerly known as Evercore Partners Inc., a Delaware corporation (the “Company”), and the holders of Notes party thereto. The undersigned confirms that the Subsidiary Guaranty Agreement to which the undersigned is a party remains in full force and effect after giving effect to the Amendment Agreement and continues to be the valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles including principles of commercial reasonableness, good faith and fair dealing (whether enforceability is sought by proceedings in equity or at law).




Capitalized terms used herein but not defined are used as defined in the Note Purchase Agreement. This acknowledgment may be executed in any number of counterparts by the parties hereto (including by facsimile and electronic (e.g. “.pdf”, or “.tif”) transmission), each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument.

EVERCORE GROUP HOLDINGS L.P.

By:_____________________________
Name:
Title:
EVERCORE LP

By:_____________________________
Name:
Title:
EVERCORE PARTNERS SERVICES EAST L.L.C.

By:_____________________________
Name:
Title:
EX-10.4 4 evr9302025ex104.htm EX-10.4 Document
Exhibit 10.4
Execution Version
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment Agreement”), dated as of July 10, 2025, between Evercore Inc., a Delaware corporation (the “Company”), and each of the holders of Notes that is a signatory to this Amendment Agreement (the “Noteholders”). Except as provided below, capitalized terms used in this Amendment Agreement and not defined herein have the respective meanings set forth on Schedule A to the Note Purchase Agreement described and defined below.

R E C I T A L S:

WHEREAS, the Company and the Noteholders are parties to that certain Note Purchase Agreement dated June 28, 2022 (the “Existing Note Purchase Agreement”; and as amended by this Amendment Agreement and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”);

WHEREAS, pursuant to the Existing Note Purchase Agreement, the Company previously issued, and the Noteholders purchased, the Company’s 4.61% Series J Senior Notes due November 15, 2028 in the aggregate principal amount of $67,000,000 (collectively, the “Existing Notes”; and as amended by this Amendment Agreement and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Notes”);

WHEREAS, pursuant to that certain (a) Guaranty Agreement dated as of June 28, 2022 (the “East Guaranty”), by Evercore Partners Services East L.L.C., a Delaware limited liability company (“East”), (b) Guaranty Agreement, dated as of June 28, 2022 (the “Holdings Guaranty”), by Evercore Group Holdings L.P., a Delaware limited partnership (“Holdings”), and (c) Guaranty Agreement, dated as of June 28, 2022 (the “LP Guaranty”, together with the East Guaranty and the Holdings Guaranty, the “Subsidiary Guaranty Agreements”), by Evercore LP, a Delaware limited partnership (“LP”, together with East and Holdings, the “Subsidiary Guarantors”), the Subsidiary Guarantors jointly and severally guaranteed the obligations of the Company under the Note Purchase Agreement and the Notes in favor of the Noteholders; and

WHEREAS, the Company desires to amend certain provisions of the Existing Note Purchase Agreement and the Existing Notes, and the Noteholders have agreed to make such amendments, subject to the terms and conditions set forth in this Amendment Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

1.AMENDMENTS TO EXISTING NOTE PURCHASE AGREEMENT AND EXISTING NOTES.

Effective as of the Amendment Effective Date (as defined below), the Existing Note Purchase Agreement and the Existing Notes are hereby amended by this Amendment Agreement as follows (such amendments are referred to herein collectively as the “Amendments”):

1.1.Insertion of Section 1A (Interest Rate). The Existing Note Purchase Agreement is hereby amended by inserting the following new Section 1A immediately after Section 1 thereof:




“SECTION 1A. INTEREST RATE.

Each Note shall bear interest at the rate per annum set forth in the first paragraph thereof (the “Note Rate”); provided that, during any Leverage Step-Up Period from time to time in effect, each Note shall bear interest at a rate per annum equal to (a) if the Consolidated Leverage Ratio for the fiscal quarter of the Company then most recently ended is greater than 2.00 to 1.00, but less than or equal to 2.50 to 1.00, the Note Rate plus 0.15%, and (b) if the Consolidated Leverage Ratio for the fiscal quarter of the Company then most recently ended is greater than 2.50 to 1.00, the Note Rate plus 0.30% (such increase in the applicable interest rate with respect to any Note pursuant to clause (a) or (b) above (as applicable), the “Step-Up Rate”). If the Company fails to deliver the compliance certificate with respect to any fiscal quarter in accordance with Section 7.2 of this Agreement, the Step-Up Rate in clause (b) above shall be deemed to apply until such time as such compliance certificate is delivered. Notwithstanding anything contained in Section 8.6 hereof, for purposes of computing the Make-Whole Amount (if any) with respect to any Note on any date of determination, no Step-Up Rate with respect to such Note shall be included in the determination thereof.
For purposes hereof, “Leverage Step-Up Period” means, with respect to any Series of Notes, the period commencing on the interest payment date for such Series of Notes immediately following the date on which the Company has delivered a compliance certificate pursuant to Section 7.2 hereof evidencing that the Consolidated Leverage Ratio for the fiscal quarter of the Company then most recently ended is greater than 2.00 to 1.00 and ending on the first day after the next interest payment date for such Series of Notes after the date on which the Company delivers a compliance certificate pursuant to Section 7.2 hereof evidencing that the Consolidated Leverage Ratio for the fiscal quarter of the Company then most recently ended is less than or equal to 2.00 to 1.00.”
1.2.Amendment to Section 7.2(a) (Covenant Compliance). Section 7.2(a) of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read:

“(a) Covenant Compliance — setting forth the information from such financial statements that is required in order to establish whether the Company was in compliance with the requirements of Section 10 and any Incorporated Financial Covenant during the quarterly or annual period covered by the financial statements then being furnished (including with respect to each such provision that involves mathematical calculations, the information from such financial statements that is required to perform such calculations) and detailed calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Section, and the calculation of the amount, ratio or percentage then in existence, together with (i) a reconciliation from GAAP with respect to the treatment of leases hereunder as operating leases consistent with GAAP as in effect on March 30, 2016, as provided in Section 22.2(a) and (ii) in the event that the Company or any Subsidiary has made an election to measure any financial liability using fair value (which election is being disregarded for purposes of determining compliance with this Agreement pursuant to Section 22.2(a)) as to the period covered by any such financial statement, a reconciliation from GAAP with respect to such election;”
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1.3.Amendment to Section 9 (Affirmative Covenants). Section 9 of the Existing Note Purchase Agreement is hereby amended by adding a new Section 9.8 to read as follows:

“Section 9.8.     Most Favored Lender Provision.
(a)If as of, or at any time after, the date of this Agreement any PNC Loan Document (or any extension, replacement or refinancing thereof) contains (i) a Financial Covenant that is not contained in this Agreement or (ii) a Financial Covenant that is contained in this Agreement which would in any respect be more beneficial to the holders of Notes than the Financial Covenants set forth in this Agreement (any such provision, a “More Favorable Financial Covenant”), then the Company shall provide a Most Favored Lender Notice in respect of such More Favorable Financial Covenant. Thereupon, unless waived in writing by the Required Holders within fifteen (15) days after each holder’s receipt of such notice, such More Favorable Financial Covenant shall be deemed automatically incorporated by reference into Section 10.8 of this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when such More Favorable Financial Covenant shall have become effective under such PNC Loan Document (or any extension, replacement or refinancing thereof).
(b)Any More Favorable Financial Covenant incorporated into this Agreement (herein referred to as an “Incorporated Financial Covenant”) (i) shall be deemed automatically amended or waived herein to reflect any subsequent amendments or waivers made to such More Favorable Financial Covenant under the relevant PNC Loan Document (or any extension, replacement or refinancing thereof), including, for the avoidance of doubt, amendments or waivers which make the relevant covenant less restrictive on the Company; provided that, if a Default or an Event of Default then exists in relation to such Incorporated Financial Covenant and the amendment or waiver of such More Favorable Financial Covenant would make such covenant less restrictive on the Company, such Incorporated Financial Covenant shall only be deemed automatically amended or waived at such time, if it should occur, when such Default or Event of Default is no longer continuing, and (ii) shall be deemed automatically deleted from this Agreement at such time as such More Favorable Financial Covenant is deleted or otherwise removed from the relevant PNC Loan Document (or any extension, replacement or refinancing thereof) or such PNC Loan Document (or any extension, replacement or refinancing thereof) shall be terminated; provided, however, that (A) if a Default or Event of Default then exists in relation to such Incorporated Financial Covenant, such Incorporated Financial Covenant shall only be deemed automatically deleted from this Agreement at such time, when such Default or Event of Default is no longer continuing and (B) if any lender under the relevant PNC Loan Document (or any extension, replacement or refinancing thereof) is paid, directly or indirectly, any compensation for the amendment, waiver or removal of such Incorporated Financial Covenant then the holders of the Notes shall receive, concurrently with or promptly after payment to the lender or lenders under the relevant PNC Loan Document (or any extension, replacement or refinancing thereof), a pro rata amount (based on the aggregate of both drawn and undrawn amounts) of any compensation paid to the lenders under the relevant PNC Loan Document (or any extension, replacement or refinancing thereof) (unless such amendment, waiver or removal is as a result of a refinancing or replacement of the PNC Loan Documents). For the avoidance of doubt, a waiver by the relevant lenders under the relevant PNC Loan Document (or any extension, replacement or refinancing thereof) of a Default or Event of Default in relation to a More Favorable Financial Covenant shall not affect the existence of an existing Default or Event of Default in respect of a related Incorporated Financial Covenant in this Agreement.
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(c)Upon the effectiveness of any amendment described in Section 9.8(a), upon the request of the Company or any holder of Notes, the holders of Notes and the Company shall (at the Company’s sole cost and expense) enter into any additional agreement or amendment to this Agreement evidencing the incorporation of any such Incorporated Financial Covenant. Upon the effectiveness of any amendment, waiver, deletion or removal described in Section 9.8(b), upon the request of the Company, the holders of Notes shall (at the Company’s sole cost and expense) enter into any additional agreement or amendment to this Agreement requested by the Company evidencing the deletion and termination of any such Incorporated Financial Covenant.
(d)For the avoidance of doubt, each of the Financial Covenants in Section 10.8 of this Agreement as of the date of this Agreement shall remain in this Agreement regardless of whether any More Favorable Financial Covenants are incorporated into this Agreement and shall be independent of any Incorporated Financial Covenant.
(e)“Most Favored Lender Notice” means, in respect of any More Favorable Financial Covenant, a written notice to each of the holders of the Notes delivered promptly, and in any event within five (5) Business Days after the inclusion of such More Favorable Financial Covenant in any PNC Loan Document (or any extension, replacement or refinancing thereof) (including by way of amendment or other modification of any existing provision thereof) from a Senior Financial Officer of the Company referring to the provisions and setting forth a reasonably detailed description of such More Favorable Financial Covenant (including any defined terms used therein) and related explanatory calculations, as applicable.
(f)“Financial Covenant” means any covenant (whether set forth as a covenant, undertaking, event of default, restriction, or other such provision) that requires the Company to achieve or maintain, or not exceed, a stated level of financial condition or performance and includes, without limitation, any requirement that the Company and/or any of its Subsidiaries (and includes, without limitation, covenants of the type in Section 10.8):
(i)maintain a specified level of net worth, shareholders’ equity, total assets, cash flow or net income;
(ii)maintain any relationship of any component of its capital structure to any other component thereof (including without limitation, the relationship of indebtedness, senior indebtedness or subordinated indebtedness to total capitalization or to net worth);
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(iii)maintain any measure of its ability to service its indebtedness or fixed charges (including, without limitation, exceeding any specified ratio of revenues, cash flow or net income to indebtedness, interest expense, and/or rental expense (and which could include capital expenditures and/or scheduled payments of indebtedness as components of fixed charges)); or
(iv)not exceed any maximum level of indebtedness based on a leverage ratio.”
1.4.Amendment to Section 10.5(a) (Liens). Section 10.5(a) of the Existing Note Purchase Agreement is hereby amended by deleting the following parenthetical: “(other than Liens securing obligations arising under the PNC Loan Documents).”

1.5.Amendment to Section 10.8(a) (Maximum Consolidated Leverage Ratio). Section 10.8(a) of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(a)    Maximum Consolidated Leverage Ratio. The Company will not permit the Consolidated Leverage Ratio as of the last day of any period of four consecutive fiscal quarters of the Company to be greater than 2.75:1.0.”
1.6.Amendment to Section 11(c). Section 11(c) of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:
“(c)    the Company defaults in the performance of or compliance with any term contained in Section 7.1(d) or Section 10.8 or any Incorporated Financial Covenant; or”
1.7.Amendment to Section 22.2(a) (Accounting Terms). The first parenthetical in the third sentence of Section 22.2(a) is hereby amended and restated in its entirety to read as follows:
“(including, without limitation, Section 9, Section 10, any Incorporated Financial Covenant and the definition of “Indebtedness”)”
1.8.Amendment to Section 22.8(c). Section 22.8(c) is hereby amended by replacing the phrase “Section 22.7” therein in its entirety with the phrase “Section 22.8”.
1.9.Amendments to Schedule A (Defined Terms).
(a)The following definitions are hereby added to Schedule A to the Existing Note Purchase Agreement in their appropriate alphabetical order:
“2025 Note Purchase Agreement” means that certain Note Purchase Agreement, dated July 10, 2025, among the Company and the purchasers party thereto, as the same may be amended, supplemented or modified from time to time.
“Incorporated Financial Covenant” is defined in Section 9.8(b).
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“Leverage Step-Up Period” is defined in Section 1A.
“More Favorable Financial Covenant” is defined in Section 9.8(a).
“Note Rate” is defined in Section 1A.
“Step-Up Rate” is defined in Section 1A.
(b)The following definitions set forth in Schedule A to the Existing Note Purchase Agreement are hereby amended and restated in their entirety to read as follows:
“Consolidated Total Debt” means, as of any date of determination, the total amount of Indebtedness of the Company and its Consolidated Subsidiaries outstanding on such date determined on a Consolidated basis in accordance with GAAP, including in any event any Indebtedness of or Guaranties by the Company or a Subsidiary and any outstanding amounts under the 2016 Note Purchase Agreement, the 2019 Note Purchase Agreement, the 2025 Note Purchase Agreement and the PNC Loan Documents, and excluding: (a) any Indebtedness that is subordinated to the obligations arising under this Agreement, the Notes and the Subsidiary Guaranties on terms and conditions, and pursuant to documentation, reasonably satisfactory to the Required Holders, (b) any Indebtedness owing by the Company or a Subsidiary to the Company or a Subsidiary, and any Guaranties of such Indebtedness, that is in the nature of a payable in the ordinary course of business (and not obligations of the type set forth in clause (a) or (b) of the definition of Indebtedness, or Guaranties of such obligations), and (c) any Indebtedness in respect of repurchase agreements to the extent otherwise permitted under this Agreement.

“Default Rate” means that rate of interest that is the greater of (a) 2% per annum above the rate of interest stated in clause (a) of the first paragraph of the Notes (or such higher rate of interest as may then be in effect pursuant to Section 1A of this Agreement), or (b) 2% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. in New York, New York as its “base” or “prime” rate.

“Material Credit Facility” means, as to the Company and its Subsidiaries,
(a)    the 2016 Note Purchase Agreement, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof;
(b)    the 2019 Note Purchase Agreement, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof ;
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(c)    the 2025 Note Purchase Agreement, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof; and
(d)    any other agreement(s) creating or evidencing indebtedness for borrowed money, or in respect of which the Company or any Subsidiary is an obligor or otherwise provides a guarantee or other credit support, in a principal amount outstanding or available for borrowing greater than $75,000,000 (or the equivalent of such amount in the relevant currency of payment, determined as of the date of the closing of such facility based on the exchange rate of such other currency).
“PNC Loan Documents” means (a) the PNC Unsecured Loan Agreement, (b) the PNC Unsecured L/C Note and (c) any other documents which constitute “Loan Documents” as such term is defined in the PNC Unsecured Loan Agreement as in effect on the date of this Agreement (other than certified resolutions, closing certificates and compliance certificates), and (d) any amendments, restatements, amendments and restatements, supplements or other modifications of any of the documents described in the foregoing clauses (a) through (c).

“PNC Unsecured L/C Note” means that certain Amended and Restated Revolving Line of Credit Note, dated as of July 10, 2025, by Evercore East in favor of PNC Bank, National Association, as amended, restated, amended and restated, supplemented or otherwise modified.
“PNC Unsecured Loan Agreement” means that certain Loan Agreement, dated as of October 28, 2024, between Evercore East and PNC Bank, National Association, as amended by that certain Amendment to Loan Documents dated as of March 17, 2025, that certain Amendment to Loan Documents dated as of July 10, 2025, and as further amended, restated, amended and restated, supplemented or otherwise modified.

(c)The following definitions are hereby deleted in their entirety from Schedule A to the Existing Note Purchase Agreement: “2021 Note Purchase Agreement”, “PNC Secured L/C Note”, “PNC Secured Loan Agreement”, “PNC Secured Loan Documents” and “PNC Unsecured Loan Documents”.
(d)Schedule 1 to the Existing Note Purchase Agreement is hereby amended by inserting the phrase “(subject to adjustment in accordance with Section 1A of the Note Purchase Agreement referred to below)” after the phrase “4.61% per annum” in the first paragraph thereof.
1.10.Amendment to the Existing Notes.
Each of the Existing Notes outstanding on the date hereof is hereby, without any further action required on the part of any other Person, automatically amended to be in the form of Schedule 1 of the Note Purchase Agreement, as amended hereby. For the avoidance of doubt, the registration number, principal amount, payee, date of issuance and legend, if any, of each such Note shall remain unchanged.
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Any Note issued on or after the Amendment Effective Date (defined below) shall be substantially in the form of Schedule 1 of the Note Purchase Agreement, as amended hereby. The Company agrees, upon the request of any Noteholder, to promptly deliver a replacement Note in the form of Schedule 1 of the Note Purchase Agreement, as amended hereby, in exchange for, and in replacement of, the existing Notes held by such Noteholder, in each case in accordance with the provisions provided for in Section 13 of the Note Purchase Agreement.

2.REPRESENTATIONS AND WARRANTIES.

To induce the Noteholders to enter into this Amendment Agreement, the Company represents and warrants as follows:

2.1.Existing Representations and Warranties.

The Company (a) repeats (and confirms as true and correct) to the Noteholders as of the Amendment Effective Date each of the representations and warranties made by the Company pursuant to the Existing Note Purchase Agreement, as amended by this Amendment Agreement (other than such representations expressly given as of a specific date as to which such representations shall be true and correct as of such specific date); and (b) incorporates such representations and warranties herein (as though set forth herein) in their entirety.

2.2.Organization; Power and Authority.

The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Amendment Agreement and to perform the provisions hereof.

2.3.Authorization, etc.

This Amendment Agreement has been duly authorized by all necessary corporate action on the part of the Company, and this Amendment Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

2.4.Compliance with Laws, Other Instruments, Etc.
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The execution, delivery and performance by the Company of this Amendment Agreement will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

2.5.Governmental Authorizations, etc.

No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Amendment Agreement.

2.6.No Defaults or Events of Default.

No event has occurred and is continuing and no condition exists which, immediately before or immediately after giving effect to the Amendments, constitutes or would constitute a Default or an Event of Default.

3.CONDITIONS TO EFFECTIVENESS OF AMENDMENTS.

The Amendments shall become effective only upon the date of the satisfaction in full of the following conditions precedent (the “Amendment Effective Date”):

3.1.Execution and Delivery of this Amendment Agreement.

The Company and the Required Holders shall have executed and delivered a counterpart of this Amendment Agreement.

3.2.Reaffirmation of the Subsidiary Guaranty Agreements.

The Noteholders shall have received copies of the Subsidiary Guarantor Acknowledgment in the form of Exhibit A to this Amendment Agreement, executed and delivered by each Subsidiary Guarantor.

3.3.Amendment to 2016 Note Purchase Agreement.

The Noteholders shall have received a fully executed copy of an amendment to the 2016 Note Purchase Agreement, by and among the Company and each of the purchasers party thereto, such amendment to be in form and substance satisfactory to the Required Holders and in full force and effect.
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3.4.Amendment to 2019 Note Purchase Agreement.

The Noteholders shall have received a fully executed copy of an amendment to the 2019 Note Purchase Agreement, by and among the Company and each of the purchasers party thereto, such amendment to be in form and substance satisfactory to the Required Holders and in full force and effect.

3.5.2025 Note Purchase Agreement.

The Noteholders shall have received a fully executed copy of the 2025 Note Purchase Agreement, by and among the Company and each of the purchasers party thereto, such note purchase agreement to be in form and substance satisfactory to the Required Holders and in full force and effect.

3.6.Representations and Warranties True.

The representations and warranties set forth in Section 2 shall be true and correct on and as of the Amendment Effective Date.
3.7.Fees and Expenses.

The Company shall have paid all outstanding costs, expenses and fees of the Noteholders including, but not limited to, the reasonable fees of special counsel to the Noteholders, in accordance with Section 4 below.

4.EXPENSES.

The Company will promptly (and in any event within thirty days of receiving any statement or invoice therefor) pay the reasonable fees and expenses of special counsel to the Noteholders incurred in connection with the preparation, negotiation and delivery of this Amendment Agreement and any other documents related hereto, whether or not the Amendments contemplated hereby become effective.

5.MISCELLANEOUS.

5.1.Part of Existing Note Purchase Agreement and Existing Notes; Future References, etc.

This Amendment Agreement shall be construed in connection with and as a part of the Note Purchase Agreement and the Notes, except as expressly amended by this Amendment Agreement, all terms, conditions and covenants contained in the Existing Note Purchase Agreement and the Existing Notes are hereby ratified and shall be and remain in full force and effect. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment Agreement may refer to the Note Purchase Agreement and the Notes without making specific reference to this Amendment Agreement, but nevertheless all such references shall include this Amendment Agreement unless the context otherwise requires.
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5.2.Counterparts, Facsimiles.

This Amendment Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. Delivery of an executed signature page by facsimile, e-mail or other electronic transmission shall be effective as delivery of a manually signed counterpart of this Amendment Agreement. The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement (other than the Notes) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Company and the holders of the Notes, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Notwithstanding the foregoing, if any holder of a Note shall request manually signed counterpart signatures this Amendment Agreement, the Company hereby agrees to provide such manually signed signature pages as soon as reasonably practicable.

5.3.Binding Effect.

This Amendment Agreement shall be binding upon and shall inure to the benefit of the Company and the Noteholders and their respective successors and assigns.

5.4.Governing Law.

THIS AMENDMENT AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

[Intentionally Left Blank - Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed and delivered by their respective proper and duly authorized officers as of the Amendment Effective Date.

COMPANY:

EVERCORE INC.


By: /s/ Timothy LaLonde
Name: Timothy LaLonde
Title: Chief Financial Officer



NOTEHOLDERS:

[NAME]
By:

By: ___________________________
Name:
Title:


EXHIBIT A

[FORM OF SUBSIDIARY GUARANTOR ACKNOWLEDGEMENT]

The undersigned acknowledges and agrees to the terms of that certain First Amendment to Note Purchase Agreement, dated as of July 10, 2025 (the “Amendment Agreement”), amending that certain Note Purchase Agreement, dated June 28, 2022 (the “Note Purchase Agreement”), by and between Evercore Inc., formerly known as Evercore Partners Inc., a Delaware corporation (the “Company”), and the holders of Notes party thereto. The undersigned confirms that the Subsidiary Guaranty Agreement to which the undersigned is a party remains in full force and effect after giving effect to the Amendment Agreement and continues to be the valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles including principles of commercial reasonableness, good faith and fair dealing (whether enforceability is sought by proceedings in equity or at law).



Capitalized terms used herein but not defined are used as defined in the Note Purchase Agreement. This acknowledgment may be executed in any number of counterparts by the parties hereto (including by facsimile and electronic (e.g. “.pdf”, or “.tif”) transmission), each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument.

EVERCORE GROUP HOLDINGS L.P.

By:_____________________________
Name:
Title:
EVERCORE LP

By:_____________________________
Name:
Title:
EVERCORE PARTNERS SERVICES EAST L.L.C.

By:_____________________________
Name:
Title:
EX-10.5 5 evr9302025ex105.htm EX-10.5 Document

Exhibit 10.5

Amendment to Loan Documents
THIS AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of July 10, 2025, by and among EVERCORE PARTNERS SERVICES EAST L.L.C. (the “Borrower”); EVERCORE LP and EVERCORE GROUP HOLDINGS L.P. (each, an “Existing Guarantor”); EVERCORE INC. (the “New Guarantor”; together with the Existing Guarantors, the “Guarantors” and each a “Guarantor”; the Guarantors, collectively with the Borrower, each, a “Loan Party” and, collectively, the “Loan Parties”); and PNC BANK, NATIONAL ASSOCIATION (the “Bank”).
BACKGROUND
A.    The Loan Parties have executed and delivered to the Bank one or more promissory notes, letter agreements, loan agreements, security agreements, mortgages, pledge agreements, collateral assignments, and other agreements, instruments, certificates and documents, some or all of which are more fully described on attached Exhibit A, which is made a part of this Amendment (collectively as amended from time to time, the “Loan Documents”), which evidence or secure some or all of the Obligations (as defined in the Loan Documents). Any initially capitalized terms used in this Amendment without definition shall have the meanings assigned to those terms in the Loan Documents.
B.    The Borrower, the other Loan Parties and the Bank desire to amend the Loan Documents as provided for in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and intending to be legally bound hereby, the parties hereto agree as follows:
1.Certain of the Loan Documents are amended as set forth in Exhibit A. Any and all references to any Loan Document in any other Loan Document shall be deemed to refer to such Loan Document as amended by this Amendment. This Amendment is deemed incorporated into each of the Loan Documents. To the extent that any term or provision of this Amendment is or may be inconsistent with any term or provision in any Loan Document, the terms and provisions of this Amendment shall control.
2.Each of the Loan Parties hereby certifies that: (a) all of the representations and warranties made by such Loan Party in the Loan Documents are, except as may otherwise be stated in this Amendment, true and correct in all material respects as of the date of this Amendment (except to the extent stated to relate to a specific earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date, and provided that if a representation and warranty contains a materiality or Material Adverse Effect qualification, it is true and correct in all respects), (b) no Default or Event of Default exists under any Loan Document which will not be cured by the execution and effectiveness of this Amendment, (c) no consent, approval, order or authorization of, or registration or filing with, any third party is required in connection with the execution, delivery and carrying out of this Amendment or, if required, has been obtained, and (d) this Amendment has been duly authorized, executed and delivered so that it constitutes the legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms (except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar law relating to creditors’ rights generally). Each of the Loan Parties confirms that the Obligations remain outstanding without defense, set off, counterclaim, discount or charge of any kind as of the date of this Amendment.
3.Each of the Loan Parties hereby confirms that the contractual possessory security interest in certain collateral of the Bank with respect to the Borrower’s obligations to the Bank under the Note (as defined in Exhibit A hereto) shall continue unimpaired and in full force and effect, and shall cover and secure all of such obligations, as modified by this Amendment.


4.As a condition precedent to the effectiveness of this Amendment, each of the Loan Parties shall comply with the terms and conditions (if any and to the extent applicable to such Loan Party) specified in Exhibit A.
5.To induce the Bank to enter into this Amendment, each Loan Party waives and releases and forever discharges the Bank and its officers, directors, attorneys, agents, and employees from any liability, damage, claim, loss or expense of any kind that it may have against the Bank or any of them arising out of or relating to the Obligations, in each case, as of the date of this Amendment. The Borrower and the other Loan Parties each further agree to indemnify and hold the Indemnified Parties harmless from any loss, damage, claim, liability or expense (including attorneys’ fees) suffered by or rendered against any Indemnified Party on account of any claims arising out of or relating to the matters referred to in the Loan Documents or the use of any advance thereunder; provided, however, that the foregoing indemnity agreement shall not apply to any claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction.
6.This Amendment may be signed in any number of counterpart copies and by the parties to this Amendment on separate counterparts, but all such copies shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart. Upon written request by the other party (which may be made by electronic mail), any party so executing this Amendment by facsimile or other electronic transmission shall promptly deliver a manually executed counterpart, provided that any failure to do so shall not affect the validity of the counterpart executed by facsimile or other electronic transmission.
7.Notwithstanding any other provision herein or in the other Loan Documents, each of the Loan Parties agrees that this Amendment, the Note, the other Loan Documents, any other amendments thereto and any other information, notice, signature card, agreement or authorization related thereto (each, a “Communication”) may, at the Bank’s option, be in the form of an electronic record. Any Communication may, at the Bank’s option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention. The Borrower and the Bank acknowledge and agree that the methods for delivering Communications, including notices, under the Loan Documents include electronic transmittal to any electronic address provided by either party to the other party from time to time.
8.Each of the Loan Parties hereby (a) ratifies and affirms all the provisions of the Loan Agreement and the other Loan Documents as amended hereby, (b) agrees that the terms and conditions of the Loan Agreement and the other Loan Documents shall continue in full force and effect as amended hereby and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment or any other documents or instruments executed in connection herewith, and (c) acknowledges and agrees that it has no defense, set-off, counterclaim or challenge against the payment of any sums currently owing under the Loan Agreement and the other Loan Documents or the enforcement of any of the terms or conditions thereof and agrees to be bound thereby and perform thereunder. Without limiting the foregoing, each Guarantor, by its execution of this Amendment, hereby consents to this Amendment and confirms and ratifies that all of its obligations as a Guarantor under the Guaranty Documents shall continue in full force and effect, including with respect to the Loan Agreement and the Note as amended hereby, including as the maximum amount of the Line of Credit is being increased hereby.
9.As of the Second Amendment Effective Date (as defined in Exhibit A hereto), each reference in the Loan Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Loan Agreement (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference to the Loan Agreement as amended hereby, and this Amendment and the Loan Agreement shall be read together and construed as a single instrument.
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10.Except as expressly modified hereby, the Loan Agreement and the other Loan Documents shall continue to be, and shall remain, unaltered and in full force and effect in accordance with their terms and are hereby ratified and confirmed. The execution, delivery and effectiveness of this Amendment and the Note shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Bank under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents for any purpose, except in each case as expressly set forth herein.
11.This Amendment, the Note, the Guaranty Documents and the other Loan Documents constitute the sole agreement of the parties with respect to the subject matter hereof and shall supersede all oral negotiations and the terms of prior writings with respect hereto or thereto.
12.The headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision hereof.
13.No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought.
14.The jurisdiction and other provisions in Section 10.16 of the Loan Agreement are incorporated herein by reference mutatis mutandis.
15.This Amendment will be binding upon and inure to the benefit of the Loan Parties and the Bank and their respective heirs, executors, administrators, successors and permitted assigns.
16.This Amendment has been delivered to and accepted by the Bank and will be deemed to be made in the State of New York. This Amendment will be interpreted and the rights and liabilities of the parties hereto determined in accordance with the laws of the State of New York.
17.This Amendment constitutes the sole agreement of the parties with respect to the transactions contemplated hereby and shall supersede all oral negotiations and the terms of prior writings with respect hereto. From and after the Second Amendment Effective Date, all references in the Loan Agreement (as defined in Exhibit A), the Note (as defined in Exhibit A), the Guaranty (as defined in Exhibit A) and each of the other Loan Documents to the Loan Agreement, the Note, the Guaranty Documents or the other Loan Documents shall be deemed to be references to the Loan Agreement, the Note, the Guaranty Documents and such other Loan Documents, as modified hereby. This Amendment, the Note and the Guaranty shall constitute a Loan Document for all purposes under the Loan Agreement and each of the other Loan Documents.
18.Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
19.This Amendment shall not constitute a termination of the Loan Agreement nor a novation of any indebtedness or other obligations owing to the Bank under the Loan Agreement or any Liens or security interests, if any, granted thereunder or under any other Loan Document. All such security interests and Liens, if any, granted under the Loan Documents shall continue in full force and effect as amended, supplemented or otherwise modified herein. On the Second Amendment Effective Date, the Loan facilities described in the Existing Loan Agreement shall be amended, supplemented and modified in their entirety by the facilities described herein and in the Loan Agreement attached hereto as Exhibit A, the Note attached hereto as Exhibit B, and the Guaranty attached hereto as Exhibit C and all advances, Loans and other obligations of the Loan Parties outstanding as of the Second Amendment Effective Date under the Existing Loan Agreement shall be deemed to be advances, Loans, and obligations outstanding under the corresponding facilities described in the Loan Agreement attached hereto as Exhibit A, the Note attached hereto as Exhibit B and the Guaranty attached hereto as Exhibit C, without any further action by any Person.
    - 3 -

20.The Borrower agrees to pay to the Bank all reasonable and documented out-of-pocket costs and expenses incurred by the Bank in connection with the preparation, negotiation and delivery of this Amendment and the transactions contemplated hereby, including, without limitation, the reasonable fees and expenses of outside counsel to the Bank, whether invoiced before or after the Second Amendment Effective Date.
21.Except as amended hereby, the terms and provisions of the Loan Documents remain unchanged, are and shall remain in full force and effect unless and until modified or amended in writing in accordance with their terms, and are hereby ratified and confirmed. Except as expressly provided herein, this Amendment shall not constitute an amendment, waiver, consent or release with respect to any provision of any Loan Document, a waiver of any Default or Event of Default, or a waiver or release of any of the Bank’s rights and remedies (all of which are hereby reserved). The Borrower expressly ratifies and confirms the waiver of jury trial contained in the Loan Documents to which it is a party, which is incorporated herein by reference.
    - 4 -

WITNESS the due execution of this Amendment as of the date first written above.

EVERCORE PARTNERS SERVICES EAST L.L.C.
By: /s/ Timothy LaLonde
Name: Timothy LaLonde
Title: Chief Financial Officer
EVERCORE INC.
By: /s/ Timothy LaLonde
Name: Timothy LaLonde
Title: Chief Financial Officer
EVERCORE LP
By: /s/ Timothy LaLonde
Name: Timothy LaLonde
Title: Chief Financial Officer
EVERCORE GROUP HOLDINGS L.P.
By: /s/ Timothy LaLonde
Name: Timothy LaLonde
Title: Chief Financial Officer
    

PNC BANK, NATIONAL ASSOCIATION
By: /s/ Sheryl S. Jordan
Name: Sheryl S. Jordan
Title: Executive Vice President

    

EXHIBIT A TO
AMENDMENT TO LOAN DOCUMENTS
DATED AS OF July 10, 2025

A.    Loan Documents. The Loan Documents that are the subject of this Amendment include the following (as any of such documents has been amended, modified or otherwise supplemented):

1.    $85,000,000.00 Revolving Line of Credit Note, dated October 28, 2024, executed and delivered by the Borrower to the Bank and the Amendment to Loan Documents dated March 17, 2025 (as heretofore amended, restated, amended and restated, supplemented or otherwise modified, the “Existing Note”; the Existing Note, as amended and restated on the date hereof and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Note”).

2.    Loan Agreement, dated as of October 28, 2024 between the Borrower and the Bank and the Amendment to Loan Documents dated March 17, 2025 (as heretofore amended, restated, amended and restated, supplemented or otherwise modified, the “Existing Loan Agreement”; the Existing Loan Agreement as amended on the date hereof and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”).

3.    Guaranty and Suretyship Agreement, dated as of October 28, 2024, by Guarantor in favor of the Bank (as heretofore amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Existing Guaranty”; the Existing Guaranty, as amended and restated on the date hereof and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Guaranty”).

4.    All other documents, instruments, agreements, and certificates executed and delivered in connection with the Loan Documents listed in this Section A.

B.    Amendment(s). The Loan Documents are amended as follows:

1.    Amendments to Existing Loan Agreement, Addendum and Schedules. The Existing Loan Agreement and the Addendum thereto (including all Schedules thereto) are each, effective as of the Second Amendment Effective Date (as defined below), hereby amended to (i) delete the stricken text (indicated textually in the same manner as the following example: ) and (ii) add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in the pages of the Loan Agreement and the Addendum thereto (including all Schedules thereto) attached hereto as Exhibit A.

2.    Note and Guaranty. The Existing Note and the Existing Guaranty are each being amended and restated in their entirety on the date hereof.

C.    Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (such date, the “Second Amendment Effective Date”) when each of the following conditions precedent is satisfied or waived:

1. Authorization Documents. The Bank shall have received a certificate of a Responsible Officer of each Loan Party dated the date hereof certifying (a) that attached thereto is a true and complete copy of the resolutions, in form and substance reasonably satisfactory to the Bank, of its members or other governing body authorizing the execution, delivery and performance of each Loan Document to which it is a party, and that such resolutions have not been amended, modified, revoked or rescinded in any manner and are in full force and effect, (b) that attached thereto is a true and complete copy of its certificate of formation or equivalent document, certified by the Secretary of State of the State in which it is formed, and its organizational documents and that such certificate of formation or equivalent document and organizational documents have not been amended, modified, revoked or rescinded and are in full force and effect, (c) as to the incumbency and specimen signatures of each officer executing the Loan Documents on its behalf, and (d) that (i) the representations made by it contained in the Loan Documents to which it is a party are true and correct, (ii) it is in compliance with all of its covenants contained in the Loan Documents to which it is a party, (iii) there exists no Default or Event of Default after giving effect to this Amendment, and (iv) no Material Adverse Effect has occurred since December 31, 2024;
    - 6 -


2.    Receipt of Loan Documents. The Bank shall have received a counterpart of this Agreement, the Amended and Restated Note and the Amended and Restated Guaranty, each executed by each party hereto or thereto;

3.    2025 Note Purchase Agreement. The Bank shall have received (i) a true and correct copy of the 2025 Note Purchase Agreement and Amendments to each of the other Note Purchase Agreements and (ii) a Certificate of the Borrower attesting that the 2025 Note Purchase Agreement and such Amendments have become effective or will become effective simultaneously with this Amendment, and each such document shall be in form and substance acceptable to the Bank;

4.    Good Standing. The Bank shall have received certificates of good standing, subsistence and/or status dated a recent date from the Secretary of State or appropriate taxing or other authorities in the jurisdiction of incorporation or organization of each Loan Party;

5.    Opinion of Borrower’s Counsel. The Bank shall have received a written opinion of the Loan Parties’ counsel addressed to the Bank and covering such matters as the Bank may reasonably require;

6.    Searches. The Bank shall have received such UCC, tax and judgment lien searches as the Bank shall have requested, the results of which shall be satisfactory to the Bank;

7.    Closing Fee. The Borrower shall have paid to the Bank a closing fee of 0.10% of the aggregate increase in the amount of the Line of Credit (i.e., $140,000) which shall be fully earned and non-refundable as of the date hereof, and, to the extent invoiced at least one (1) Business Day prior to the date hereof, reimburse Bank for any other costs and expenses due and payable pursuant to Section 20 of this Amendment.

8.    To the extent requested by the Bank, the Bank shall have received (x) an executed Certification of Beneficial Ownership for each Loan Party, in form and substance acceptable to the Bank, and (y) such other documentation and other information reasonably requested by the Bank in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.


    - 7 -


EXHIBIT A

Amended Loan Agreement




EXHIBIT B

Amended and Restated Revolving Line of Credit Note
    


EXHIBIT C

Amended and Restated Guaranty and Suretyship Agreement
    
EX-10.6 6 evr9302025ex106.htm EX-10.6 Document
Exhibit 10.6
Loan Agreement
THIS LOAN AGREEMENT (the “Agreement”), is entered into as of October 28, 2024, between EVERCORE PARTNERS SERVICES EAST L.L.C. (the “Borrower”), with an address at c/o Evercore Inc., 55 East 52nd Street, New York, NY 10055, and PNC BANK, NATIONAL ASSOCIATION (the “Bank”), with an address at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, PA 15222.
The Borrower and the Bank, with the intent to be legally bound, agree as follows:
1.Loan; Line of Credit. The Bank hereby extends to the Borrower a committed revolving line of credit under which the Borrower may request and the Bank, subject to the terms and conditions of this Agreement, will make advances to the Borrower from time to time until the Expiration Date, in an aggregate amount outstanding at any time not to exceed $225,000,000 (the “Line of Credit”). The loans made by the Bank under the Line of Credit are hereby referred to as the “Loan”. The “Expiration Date” shall have the meaning set forth in the Note (as defined below). The Borrower acknowledges and agrees that in no event will the Bank be under any obligation to extend or renew the Line of Credit beyond the Expiration Date. In no event shall the aggregate unpaid principal amount of advances under the Line of Credit exceed the face amount of the Line of Credit. Advances under the Line of Credit will be used for working capital or other general business purposes of the Borrower. The Loan shall be evidenced by a promissory note of the Borrower and all renewals, extensions, amendments and restatements thereof (whether one or more, collectively, the “Note”) acceptable to the Bank, which shall set forth the interest rate, repayment and other provisions of the Loan, the terms of which are incorporated into this Agreement by reference. The proceeds of the Loan will be used for working capital or general corporate purposes, including paying existing indebtedness of the Borrower.
2.Guaranties. The guaranties for repayment of the Loan shall include but not be limited to the guaranties and other documents heretofore, contemporaneously or hereafter executed and delivered to the Bank in connection with the Loan (the “Guaranty Documents”), which, in the case of the guaranties by Evercore Inc., Evercore LP and Evercore Group Holdings L.P. (collectively, the “Guarantors”), shall guarantee repayment of the Loan and all other loans, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower to the Bank or to any other direct or indirect subsidiary of The PNC Financial Services Group, Inc., of any kind or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, whether or not (i) evidenced by any note, guaranty or other instrument; (ii) arising under any agreement, instrument or document; (iii) for the payment of money; (iv) arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee; (v) under any interest or currency swap, future, option or other interest rate protection or similar agreement; (vi) under or by reason of any foreign currency transaction, forward, option or other similar transaction providing for the purchase of one currency in exchange for the sale of another currency, or in any other manner; or (vii) arising out of overdrafts on deposit or other accounts or out of electronic funds transfers (whether by wire transfer or through automated clearing houses or otherwise) or out of the return unpaid of, or other failure of the Bank to receive final payment for, any check, item, instrument, payment order or other deposit or credit to a deposit or other account, or out of the Bank’s non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository or other similar arrangements; and any amendments, extensions, renewals and increases of or to any of the foregoing, and all costs and expenses of the Bank incurred in the documentation, negotiation, modification, enforcement,
    1    

collection and otherwise in connection with any of the foregoing, including reasonable attorneys’ fees and expenses (hereinafter referred to collectively as the “Obligations”). Unless expressly provided to the contrary in documentation for any other loan or loans, it is the express intent of the Bank and the Borrower that all Obligations including those included in the Loan be cross-defaulted, such that a default under any Obligation shall be a default under all Obligations.
This Agreement, the Note, the Guaranty Documents and all other agreements and documents executed and/or delivered pursuant or subject hereto, as each may be amended, modified, extended or renewed from time to time, are collectively referred to as the “Loan Documents.” Capitalized terms not defined herein shall have the meanings ascribed to them in the Loan Documents. When used herein and in the other Loan Documents, the following terms shall have the meanings assigned to such terms in the 2025 Note Purchase Agreement (which term is defined below), as the 2025 Note Purchase Agreement is in effect on the Second Amendment Effective Date: “Affiliate”; “Capital Lease”; “Capital Lease Obligations”; “Code”; “Consolidated”; “Consolidated Adjusted EBITDA”; “Consolidated Leverage Ratio”; “Consolidated Net Income”; “Consolidated Tangible Net Worth”; “Consolidated Total Assets”; “Consolidated Total Debt”; “Disposition”; “Disposition Value”; “Governmental Authority”; “Indebtedness”; “Lien”; “Material”; “Net Proceeds”; “Presentation”; “property”; “properties”; “Significant Subsidiary”; and “Wholly-Owned Subsidiary”. In addition, the following terms shall have the following meanings:
“2016 Note Purchase Agreement” shall mean the Note Purchase Agreement, dated as of March 30, 2016, among the Company and the purchasers party thereto pursuant to which the Company issued its (i) $38,000,000 4.88% Series A Senior Notes, (ii) $67,000,000 5.23% Series B Senior Notes, $48,000,000 5.48% Series C Senior Notes, and (iii) $17,000,000 5.58% Series D Senior Notes, as in effect on the Second Amendment Effective Date, and as may be amended, supplemented or otherwise modified thereafter.
“2019 Note Purchase Agreement” shall mean the Note Purchase Agreement, dated as of August 1, 2019, among the Company and the purchasers party thereto pursuant to which the Company issued its (i) $75,000,000 4.34% Series E Senior Notes, (ii) $60,000,000 4.44% Series F Senior Notes, $40,000,000 4.54% Series G Senior Notes, and (iii) £25,000,000 3.33% Series H Senior Notes, as in effect on the Second Amendment Effective Date, and as may be amended, supplemented or otherwise modified thereafter.
“2021 Note Purchase Agreement” shall mean the Note Purchase Agreement, dated as of March 29, 2021, among the Company and the purchasers party thereto pursuant to which the Company issued its  $38,000,000 1.97% Series I Senior Notes, as in effect on the Second Amendment Effective Date, and as may be amended, supplemented or otherwise modified thereafter.
“2022 Note Purchase Agreement” shall mean the Note Purchase Agreement, dated as of June 28, 2022, among the Company and the purchasers party thereto pursuant to which the Company issued its $67,000,000 4.61% Series J Senior Notes, as in effect on the Second Amendment Effective Date, and as may be amended, supplemented or otherwise modified thereafter.
“2025 Note Purchase Agreement” shall mean the Note Purchase Agreement, dated as of the Second Amendment Effective Date, among the Company and the purchasers party thereto pursuant to which the Company issued its (i) $125,000,000 5.17% Series K Senior Notes, and (ii) $125,000,000 5.47% Series L Senior Notes, as in effect on the Second Amendment Effective Date, as may be amended, supplemented or otherwise modified.
“Addendum” shall have the meaning assigned to such term in Section 3.2.
    2    

“Business Day” shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in Pittsburgh, Pennsylvania or New York, New York.
“Change in Law” shall have the meaning assigned to such term in Section 9.
“Change of Control” means (i) an event or series of events by which any person (as such term is used in Section 13(d) and Section 14(d)(2) of the Exchange Act as in effect on the Second Amendment Effective Date) or related persons constituting a group (as such term is used in Rule 13d-5 under the Exchange Act as in effect on the Second Amendment Effective Date), other than individuals who are and have been executive-level employees of the Company for a period of not less than one (1) year determined at such time, become the “beneficial owners” (as such term is used in Rule 13d-3 under the Exchange Act as in effect on the Second Amendment Effective Date), directly or indirectly, of more than 50% of the total voting power of all classes then outstanding of the Company’s voting stock, (ii) the Company shall cease to own, beneficially and of record, directly or indirectly, more than 50% of the economic and voting interests in Evercore LP, or (iii) Evercore LP shall cease to own, beneficially and of record, directly or indirectly, more than 50% of the economic and voting interests of the Borrower.
“Company” shall mean Evercore, Inc., a Delaware corporation, f/k/a Evercore Partners, Inc.
“Confidential Information” shall have the meaning assigned to such term in Section 10.13.
“Default” shall have the meaning assigned to such term in Section 4.8.
“Division” shall have the meaning assigned to such term in Section 10.18.
“Employee Benefit Plan” shall have the meaning assigned to such term in Section 3.9.
“ERISA” shall have the meaning assigned to such term in Section 3.9.
“Event of Default” shall have the meaning assigned to such term in Section 6.
“Evercore Group” means Evercore Group Holdings L.P., a Delaware limited partnership.
“Evercore LP” means Evercore LP, a Delaware limited partnership.
“Exchange Act” shall mean the United States Exchange Act of 1934.
“Expiration Date” shall have the meaning assigned to such term in Section 1.
“Financial Covenant” means any covenant (whether set forth as a covenant, undertaking, event of default, restriction, or other such provision) that requires any Loan Party to achieve or maintain, or not exceed, a stated level of financial condition or performance and includes, without limitation, any requirement that the Company and/or any of its Subsidiaries (and includes, without limitation, covenants of the type in Section 4.10 hereof):
(a)maintain a specified level of net worth, shareholders' equity, total assets, cash flow or net income:
(b)maintain any relationship of any component of its capital structure to any other component thereof (including without limitation, the relationship of indebtedness, senior indebtedness or subordinated indebtedness to total capitalization or to net worth):
    3    

(c)maintain any measure of its ability to service its indebtedness or fixed charges (including, without limitation, exceeding any specified ratio of revenues, cash flow or net income to indebtedness, interest expense, and/or rental expense (and which could include capital expenditures and/or scheduled payments of indebtedness as components of fixed charges)): or
(d)not exceed any maximum level of indebtedness based on a leverage ratio.
“Financial Statements” shall have the meaning assigned to such term in Section 3.2.
“First Amendment” shall mean the Amendment to Loan Documents, dated as of March 17, 2025, among the Borrower, the Bank and the Guarantors party thereto.
“GAAP” shall have the meaning assigned to such term in Section 3.2.
“Guarantors” shall have the meaning assigned to such term in Section 2.
“Guaranty Documents” shall have the meaning assigned to such term in Section 2.
“Incorporated Financial Covenant” shall have the meaning assigned to such term in Section 4.14.
“Line of Credit” shall have the meaning assigned to such term in Section 1.
“Loan” shall have the meaning assigned to such term in Section 1.
“Loan Documents” shall have the meaning assigned to such term in Section 2.
“Loan Parties” shall mean the collective reference to the Borrower and the Guarantors; individually, a “Loan Party”.
“Material Adverse Effect” shall mean a material adverse effect on (a) the validity or enforceability of the Loan Documents, (b) the business, assets, operations, financial condition, affairs or properties of the Borrower and the other Loan Parties taken as a whole, (c) the ability of the Borrower and the other Loan Parties to generally pay their debts as they come due and to perform their obligations under the Loan Documents or (d) the validity or enforceability of this Agreement, the Note or any other Loan Document or the rights and remedies of the Bank hereunder or thereunder.
“Material Credit Facility” shall mean, as to the Company and its Subsidiaries,
(a)the 2016 Note Purchase Agreement, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof;
(b)the 2019 Note Purchase Agreement, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof;
(c)the 2022 Note Purchase Agreement, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof;
(d)the 2025 Note Purchase Agreement, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof; and
    4    

(e)any agreement(s) creating or evidencing indebtedness for borrowed money, or in resect of which the Company or any Subsidiary is an obligor or otherwise provides a guarantee or other credit support, in a principal amount outstanding or available for borrowing greater than $75,000,000 (or the equivalent of such amount in the relevant currency of payment, determined as of the date of the closing of such facility based on the exchange rate of such other currency).
“More Favorable Financial Covenant” shall have the meaning assigned to such term in Section 4.14.
“Most Favored Lender Notice” shall mean in respect of any More Favorable Financial Covenant, a written notice to the Bank delivered promptly, and in any event within five (5) Business Days after the inclusion of such More Favorable Financial Covenant in any Note Purchase Document (or any extension, replacement or refinancing thereof) (including by way of amendment or other modification of any existing provisions thereof) from a Responsible Offer of the Borrower referring to the provisions and setting forth a reasonably detailed description of such More Favorable Financial Covenant (including any defined terms used therein) and related explanatory calculations, as applicable.
“Note” shall have the meaning assigned to such term in Section 1.
“Note Purchase Agreement” shall mean the collective reference to (i) the 2016 Note Purchase Agreement, (ii) the 2019 Note Purchase Agreement, (iii) the 2021 Note Purchase Agreement, (iv) the 2022 Note Purchase Agreement and (v) the 2025 Note Purchase Agreement.
“Note Purchase Documents” shall have the meaning assigned to such term in Section 4.14.
“Notices” shall have the meaning assigned to such term in Section 10.1.
“Obligations” shall have the meaning assigned to such term in Section 2.
“Person” shall mean any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, joint venture or other business entity or any Governmental Authority or political subdivision or agency thereof.
“Pro Rata Amount” shall mean, in respect of the Bank and any Disposition by the Company or any Subsidiary thereof, an amount equal to the product of:
(a)the portion of the Net Proceeds (or an equal amount) being applied or offered to be applied to the payment of Indebtedness pursuant to Section 5.6(g)(ii) hereof, multiplied by
(b)a fraction, the numerator of which is the outstanding principal amount of the Line of Credit, and the denominator of which is the aggregate outstanding principal amount of all unsubordinated Indebtedness of the Company or any Subsidiary (other than Indebtedness owing to the Company or any Subsidiary or Affiliate thereof) being prepaid or offered to be prepaid pursuant to Section 5.6(g)(ii) in connection with such Disposition.
“Responsible Officer” shall mean, with respect to any Loan Party, the chief financial officer, principal accounting officer, treasurer or comptroller of such Loan Party and any officer of such Loan Party with responsibility for the administration of the relevant portion of this Agreement, or any other Loan Document.
    5    

“Second Amendment” shall mean the Amendment, dated as of the Second Amendment Effective Date, among the Borrower, the Guarantors and the Bank.
“Second Amendment Effective Date” shall mean the effective date of the Second Amendment, which date is July 10, 2025.
“Subsidiary” means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such second Person, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company.
3.Representations and Warranties. The Borrower hereby makes the following representations and warranties, which shall be continuing in nature and remain in full force and effect until the Obligations (other than contingent indemnification obligations for which no claim has been made) are paid in full:
3.1Existence, Power and Authority. Each of the Loan Parties is (a) duly organized, validly existing and in good standing under the laws of the State of its incorporation or organization, (b) has the power and authority to own and operate its assets and to conduct its business as now or proposed to be carried on, and (c) is duly qualified, licensed and in good standing to do business in all jurisdictions where its ownership of property or the nature of its business requires such qualification or licensing except, in the case of clause (c) only, for such jurisdictions (other than in its State of formation) where the failure to be so qualified, licensed or in good standing could not reasonably be expected to have a Material Adverse Effect. Each of the Loan Parties is duly authorized to execute and deliver the Loan Documents to which it is a party and all necessary action by any Loan Party to authorize the execution and delivery of the Loan Documents to which it is a party has been properly taken, and the Borrower is and will continue to be duly authorized to borrow under this Agreement and to perform all of the other terms and provisions of the Loan Documents.
3.2Financial Statements. The Borrower has delivered or caused to be delivered to the Bank copies of the most recent annual and quarterly financial statements (the “Financial Statements”) of the Company and Evercore LP described in Section 4.7 of the Addendum attached hereto and incorporated herein by reference (the “Addendum”). All of such Financial Statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries or Evercore LP, as the case may be, as of the respective dates specified therein and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with generally accepted accounting principles in effect from time to time (“GAAP”) consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments).
3.3No Material Adverse Change. Since December 31, 2024, no Material Adverse Effect has occurred.
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3.4Binding Obligations. Each of the Borrower and the other Loan Parties has full power and authority to enter into the transactions provided for in this Agreement and the other Loan Documents and has been duly authorized to do so by appropriate action of its Board of Directors or other governing body or otherwise as may be required by law, charter, other organizational documents or agreements; and the Loan Documents, when executed and delivered by the Borrower and the other Loan Parties, will constitute the legal, valid and binding obligations of the Borrower and the other Loan Parties, as applicable, enforceable in accordance with their terms (except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors’ rights generally).
3.5No Defaults or Violations. There does not exist any Default or Event of Default under this Agreement or any default or violation by the Borrower or any other Loan Party of or under any of the terms, conditions or obligations of: (i) its partnership agreement, its articles or certificate of formation or organization, its limited liability company agreement, its limited partnership agreement or its other organizational documents as applicable; (ii) any indenture, mortgage, deed of trust, franchise, permit, contract, agreement, or other instrument to which it is a party or by which it is bound; or (iii) any law, ordinance, regulation, ruling, order, injunction, decree, condition or other requirement applicable to or imposed upon it by any law, the action of any court or any governmental authority or agency except, in the case of clauses (ii) and (iii), where the failure to so comply could not be reasonably expected to have a Material Adverse Effect; and the consummation of this Agreement and the transactions set forth herein will not result in any such default or violation, Default or Event of Default.
3.6[Reserved].
3.7Litigation. There are no actions, suits, investigations or proceedings pending or, to the best knowledge of the Borrower or the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
3.8Tax Returns. The Company and its Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any filings or payments related to taxes and assessments (i) the amount of which, individually or in the aggregate, is not Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Company knows of no basis for any other tax or assessment that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of U.S. federal, state or other taxes for all fiscal periods are adequate. As of the Second Amendment Effective Date, the U.S. federal income tax liabilities of the Company and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended December 31, 2019.
3.9Employee Benefit Plans. (a) Except as could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (i) each “employee pension benefit plan” (as defined in Section 3(2) of ERISA) as to which any Loan Party may reasonably be expected to have any liability (each an “Employee Benefit Plan”) complies with all applicable provisions of the Employee Retirement Income Security Act of 1974 (as amended from time to time, “ERISA”), including the minimum funding requirements, (ii) no Prohibited Transaction (as defined under ERISA) has occurred with respect to any such plan; (iii) no Reportable Event (as defined under Section 4043 of ERISA) has occurred with respect to any such plan which would cause the Pension Benefit Guaranty Corporation to institute proceedings under Section 4042 of ERISA; (iv) no Loan Party has withdrawn from any such plan or initiated steps to do so; and (v) no steps have been taken to terminate any such plan.
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(b)To the extent applicable, the present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.
(c)To the extent applicable, the expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715-60, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material.
Capitalized terms used in these subsections (b) and (c) are used herein as defined in the 2025 Note Purchase Agreement as in effect on the Second Amendment Effective Date.
3.10Environmental Matters. Each Loan Party and its Subsidiaries are in compliance with all Environmental Laws (as hereinafter defined), including, without limitation, all Environmental Laws in jurisdictions in which such Loan Party or such Subsidiary owns or operates, or has owned or operated, a facility or site, stores any Collateral, arranges or has arranged for disposal or treatment of hazardous substances, solid waste or other waste, accepts or has accepted for transport any hazardous substances, solid waste or other wastes or holds or has held any interest in real property or otherwise, except in each case where such non-compliance could not (if enforced in accordance with applicable law) reasonably be expected to result in a Material Adverse Effect. No litigation or proceeding arising under, relating to or in connection with any Environmental Law is pending or, to the best of the Borrower’s knowledge, threatened against any Loan Party or any Subsidiary thereof, any real property in which a Loan Party or any Subsidiary thereof holds or has held an interest or any past or present operation of any Loan Party or any Subsidiary thereof which could reasonably be expected to result in a Material Adverse Effect. No release, threatened release or disposal of hazardous waste, solid waste or other wastes is occurring, or to the best of the Borrower’s knowledge has occurred, on, under or to any real property in which any Loan Party or any Subsidiary thereof holds or has held any interest or performs or has performed any of its operations, in violation of any Environmental Law, except in each case where such release, threatened release or disposal could not (if enforced in accordance with applicable law) reasonably be expected to result in a Material Adverse Effect. As used in this Section, “litigation or proceeding” means any demand, claim notice, suit, suit in equity, action, administrative action, investigation or inquiry whether brought by a governmental authority or other person, and “Environmental Laws” means all provisions of laws, statutes, ordinances, rules, regulations, permits, licenses, judgments, writs, injunctions, decrees, orders, awards and standards promulgated by any governmental authority concerning health, safety and protection of, or regulation of the discharge of substances into, the environment.
3.11[Reserved].
3.12Regulatory Matters. No part of the proceeds of any Loan will be used for “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time in effect or for any purpose which violates the provisions of the Regulations of such Board of Governors.
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3.13Solvency. As of the Second Amendment Effective Date and after giving effect to the transactions contemplated by the Loan Documents, (i) the aggregate value of each Loan Party’s assets will exceed its liabilities (including contingent, subordinated, unmatured and unliquidated liabilities); (ii) each Loan Party will have sufficient cash flow to enable it to pay its debts as they become due; and (iii) no Loan Party will have unreasonably small capital for the business in which it is engaged.
3.14Disclosure. None of the Loan Documents, taken as a whole, contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained in this Agreement or the other Loan Documents not misleading in light of the circumstances under which they were made. There is no fact known to any Loan Party which might reasonably be expected to have a Material Adverse Effect and which has not otherwise been fully set forth in this Agreement or in the other Loan Documents or in the financial statements, reports and certificates furnished in connection herewith and therewith.
3.15Beneficial Owners. If the Borrower is or was required to execute and deliver to the Bank a Certification of Beneficial Owner(s) (individually and collectively, as updated from time to time, the “Certification of Beneficial Owners”), the information in the Certification of Beneficial Owners, as updated from time to time in accordance with this Agreement, is true, complete and correct as of the date of such certification (if any) or such update is delivered to the Bank.
3.16Anti-Corruption Laws and International Trade Laws; Anti-Money Laundering Laws; Certain Definitions. Each Covered Entity, and its directors and officers, and to the knowledge of the Borrower, any employee or agent acting on behalf of such Covered Entity: (a) is not a Sanctioned Person; (b) does not do any business in or with, or derive any of its operating income from direct or indirect investments in or transactions involving, any Sanctioned Jurisdiction or Sanctioned Person; and (c) is not in violation of, and has not, during the past five (5) years, directly or indirectly, taken any act that could cause any Covered Entity to be in violation of, applicable International Trade Laws or Anti-Corruption Laws.
There is no Blocked Property pledged as Collateral.
As used herein:
“Anti-Corruption Laws” means (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended, (b) the U.K. Bribery Act 2010, as amended, and (c) any other applicable Law relating to anti-bribery or anti-corruption in any jurisdiction in which any Loan Party is located or doing business.
“Anti-Money Laundering Laws” means (a) the Bank Secrecy Act and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001; (b) the U.K. Proceeds of Crime Act 2002, the Money Laundering Regulations 2017, as amended and the Terrorist Asset-Freezing etc. Act 2010; and (c) any other applicable Law relating to anti-money laundering and countering the financing of terrorism in any jurisdiction in which any Loan Party is located or doing business.
“Blocked Property” means any property (a) owned, directly or indirectly, by a Sanctioned Person; (b) due to or from a Sanctioned Person; (c) in which a Sanctioned Person otherwise holds any interest; (d) located in a Sanctioned Jurisdiction; or (e) that otherwise could cause any violation by the Bank of any applicable International Trade Law if the Bank were to obtain an encumbrance on, lien on, pledge of, or security interest in such property, or provide services in consideration of such property.
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“Collateral” means any collateral securing any debt, liabilities, or other obligations of any Loan Party to the Bank.
“Compliance Authority” means (a) the United States government or any agency or political subdivision thereof, including, without limitation, the U.S. Department of State, the U.S. Department of the Treasury and its Office of Foreign Assets Control, and the U.S. Customs and Border Protection agency; (b) the government of Canada or any agency thereof; (c) the European Union or any agency thereof; (d) the government of the United Kingdom or any agency thereof; and (e) the United Nations Security Council.
“Covered Entity” means (a) the Borrower and each of the Borrower’s subsidiaries; (b) each Guarantor and any pledgor of Collateral; and (c) each Person that directly or indirectly controls a Person described in clause (a) or (b) above.
“International Trade Laws” means all Laws relating to economic and financial sanctions, trade embargoes, export controls, customs, and anti-boycott measures.
“Law” means any law(s) (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award, or any settlement arrangement, by agreement, consent or otherwise, of any Official Body, foreign or domestic.
“Loan Parties” means the Borrower and the Guarantors; each a “Loan Party”.
“Official Body” means the government of the United States of America or of any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Official Body, or other entity.
“Sanctioned Jurisdiction” means, at any time, a country, area, territory, or jurisdiction that is the subject or target of comprehensive U.S. sanctions (at the time of this Agreement, the Crimea, Kherson regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, and Syria).
“Sanctioned Person” means any Person (a) located in, organized under the laws of, or ordinarily resident in a Sanctioned Jurisdiction; (b) identified on any sanctions-related list maintained by any Compliance Authority; or (c) owned 50% or more, in the aggregate, directly or indirectly, by or controlled by one or more Persons described in clauses (a) or (b) above.
3.17Investment Company. Neither the Company, any Loan Party nor any other Subsidiary of the Company is required to register as an investment company under the Investment Company Act of 1940, as amended, or subject to regulation under the Federal Power Act, as amended.
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4.Affirmative Covenants. The Borrower agrees that from the date of execution of this Agreement until all Obligations (other than contingent indemnification obligations for which no claim has been made) have been paid in full and any commitments of the Bank to the Borrower have been terminated:
4.1Compliance with Laws. Without limiting Section 3.16 above, the Borrower will, and will cause the Company and each of the Company’s Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, ERISA, Environmental Laws, the USA PATRIOT Act and the other laws and regulations that are referred to in Section 3.16 above, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
4.2Insurance. The Borrower will, and will cause the Company and each of the Company’s Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.
4.3Maintenance of Properties. The Borrower will, and will cause the Company and each of the Company’s Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section 4.3 shall not prevent the Company or any Subsidiary thereof from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
4.4Payment of Taxes and Claims. The Borrower will, and will cause the Company and each of the Company’s Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent, and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary thereof, provided that neither the Company nor any Subsidiary thereof need file any such return or pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary thereof has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) the failure to file such returns or the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
4.5Corporate Existence, Etc. Subject to Section 5.2, the Borrower will, and will cause each of the other Loan Parties and the Company to, at all times preserve and keep its corporate existence in full force and effect. In addition, subject to Sections 5.2 and 5.6, the Borrower will, and will cause the Company and each of the Company’s Subsidiary’s to, at all times preserve and keep in full force and effect the corporate or other existence of each of its and the Company’s Subsidiaries (unless, other than with respect to any Loan Party, merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.
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4.6Books and Records. The Borrower will, and will cause the Company and each of the Company’s Subsidiaries to, maintain proper books of record and account in conformity with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over the Company or such Subsidiary, as the case may be. The Borrower will, and will cause the Company and each of the Company’s Consolidated Subsidiaries to, keep books, records and accounts which, in reasonable detail, accurately reflect all transactions and dispositions of assets. The Company and its Consolidated Subsidiaries have devised a system of internal accounting controls sufficient to provide reasonable assurances that their respective books, records and accounts accurately reflect all transactions and dispositions of assets and the Company will, and will cause each of its Consolidated Subsidiaries to, continue to maintain such system. The Borrower will, and will cause the other Loan Parties to, give representatives of the Bank access to the books and records of the Loan Parties at all reasonable times (but, if no Default or Event of Default shall have occurred and be continuing, upon not less than five (5) Business Days’ prior written notice to the Borrower), including permission to examine, copy and make abstracts from any of such books and records and such other information as the Bank may, for any purpose relating to the Loan Documents, request, and, if requested by the Bank, each Loan Party will make available to the Bank for examination copies of any reports, statements and returns which any Loan Party may make to or file with any federal, state or local governmental department, bureau or agency; provided that the Bank shall not be entitled to examine or make copies or abstracts of, or otherwise obtain information with respect to, the Company’s records relating to pending or threatened litigation if (i) the Company determines after consultation with counsel qualified to advise on such matters that, notwithstanding the confidentiality requirements of Section 10.13 hereof, it would be prohibited from disclosing such information by applicable law or regulations without making public disclosure thereof or (ii) notwithstanding the confidentiality requirements of Section 10.13 hereof, the Company or its Subsidiaries are prohibited from disclosing such information by the terms of an obligation of confidentiality contained in any agreement with any non-Affiliate binding upon the Company or any Subsidiary and not entered into in contemplation of this proviso (or any similar provision in any Note Purchase Agreement), provided further that, with respect to this clause (ii), (x) the Borrower shall cause the Company to use commercially reasonable efforts to obtain consent from the party in whose favor the obligation of confidentiality was made to permit the disclosure of the relevant information and (y) the Company has received a written opinion of counsel confirming that disclosure of such information without consent from such other contractual party would constitute a breach of such agreement. Promptly after determining that the Company or its Subsidiary is not permitted to disclosure any information as a result of the limitations described in the first proviso to the immediately preceding sentence, the Borrower shall cause the Company and, if applicable, its Subsidiaries to provide an officer’s certificate describing generally the requested information that the Company or such Subsidiary is prohibited from disclosing pursuant to such proviso and the circumstances under which the Company or such Subsidiary, as applicable, is not permitted to disclose such information. Promptly after a request therefor from the Bank, the Borrower shall cause the Company to provide the Bank with a written opinion of counsel (which may be addressed to the Company) relied upon as to such information that the Company or such Subsidiary is prohibited from disclosing to the Bank under circumstances described in the first proviso to the second preceding sentence.
4.7Financial Reporting. The Borrower will deliver or cause to be delivered to the Bank the Financial Statements, reports and certifications set forth on the Addendum.
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4.8Additional Reports. The Borrower will provide prompt written notice to the Bank of the occurrence of any of the following (together with a description of the action which the Borrower or any other Loan Party proposes to take with respect thereto): (i) any Event of Default or any event, act or condition which, with the passage of time or the giving of notice, or both, would constitute an Event of Default (a “Default”); (ii) any litigation filed by or against any Loan Party with an amount at issue equal to or in excess of $25,000,000 or which could reasonably be expected to result in a Material Adverse Effect; (iii) a Responsible Officer becoming aware of any Reportable Event or Prohibited Transaction with respect to any Employee Benefit Plan(s); (iv) any event which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (v) promptly after providing such notice in connection with any Note Purchase Agreement, any notice sent pursuant to Section 7.1(d), (e), (f) or (g) of any of the Note Purchase Agreements as in effect on the Second Amendment Effective Date or any comparable provisions in any Note Purchase Agreement.
4.9Bank Accounts. The Borrower will establish and maintain at the Bank the Borrower’s primary depository accounts.
4.10Financial Covenants. The Borrower will and will cause the Company to comply with all of the financial and other covenants set forth on the Addendum.
4.11Certification of Beneficial Owners and Other Additional Information. The Borrower will provide: (i) such information and documentation as may reasonably be requested by the Bank from time to time for purposes of compliance by the Bank with applicable laws (including without limitation the USA PATRIOT Act and other “know your customer” and anti-money laundering rules and regulations), and any policy or procedure implemented by the Bank to comply therewith; and (ii) if the Borrower was required to deliver a Certification of Beneficial Owners to the Bank, (a) confirmation of the accuracy of the information set forth in the most recent Certification of Beneficial Owners provided to the Bank, as and when reasonably requested by the Bank; and (b) a new Certification of Beneficial Owners in form and substance acceptable to the Bank when the individual(s) identified as a controlling party and/or a direct or indirect individual owner on the most recent Certification of Beneficial Owners provided to the Bank have changed.
4.12Compliance with Anti-Corruption Laws; Anti-Money Laundering Laws and International Trade Laws. (a) Promptly notify the Bank in writing upon the occurrence of a Reportable Compliance Event; (b) promptly provide substitute Collateral to the Bank if, at any time, any Collateral becomes Blocked Property; and (c) conduct its business in compliance with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and International Trade Laws and maintain in effect policies and procedures reasonably designed to ensure compliance with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and International Trade Laws by each Covered Entity, and its directors and officers, and any employee in connection with this Agreement.
“Reportable Compliance Event” as used herein means (1) any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint, or similar charging instrument, arraigned, custodially detained, penalized or the subject of an assessment for a penalty, by, or enters into a settlement with an Official Body in connection with any Anti-Corruption Law, Anti-Money Laundering Law or International Trade Law, or any predicate crime to any Anti-Corruption Law, Anti-Money Laundering Law or International Trade Law, (2) any Covered Entity engages in a transaction that has caused or would cause the Bank to be in violation of any International Trade Law or Anti-Corruption Law, including a Covered Entity’s use of any proceeds of the Loans hereunder to directly or indirectly fund any activities or business of, with or for the benefit of any Sanctioned Person, or to fund or facilitate any activities or business of or in any Sanctioned Jurisdiction; (3) any Collateral qualifies as Blocked Property, or (4) any Covered Entity otherwise violates, or reasonably believes it will violate, any of the International Trade Law- or Anti-Corruption Law-specific representations and covenants herein.
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4.13Guarantors.
(a)The Borrower will cause each Subsidiary of the Company that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility or under any Note Purchase Agreement, to concurrently therewith:
(i)enter into and deliver to the Bank Guaranty Documents (or a joinder to the Guaranty Documents) so that such Subsidiary becomes a Guarantor under the Guaranty Documents; and
(ii)deliver the following to the Bank:
(A)a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 3.1, 3.4 and 3.5 of this Agreement (but with respect to such Subsidiary and the Guaranty Documents in respect of such Subsidiary rather than the Borrower or another existing Loan Party);
(B)all documents as may be reasonably requested by the Bank to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Guaranty Documents and the performance by such Subsidiary of its obligations thereunder;
(C)an opinion of counsel reasonably satisfactory to the Bank covering such matters relating to such Subsidiary and such Guaranty Documents as the Bank may reasonably request; and
(D)if such Subsidiary is organized under the laws of a jurisdiction outside the United States, evidence of the acceptance by a process agent that is reasonably satisfactory to the Bank of the appointment and designation provided for by such Guaranty Documents, as such Subsidiary’s agent to receive, for it and on its behalf, service of process, for the period from the date of such Guaranty Documents to one year after the Expiration Date (and the payment in full of all fees in respect thereof).
4.14Most Favorable Lender Provision.
(a)If as of, or at any time after, the Second Amendment Effective Date one or more of the Note Purchase Agreements or any document executed in connection therewith (collectively the “Note Purchase Documents”) (or any extension, replacement or refinancing thereof) contains (i) a Financial Covenant that is not contained in this Agreement or (ii) a Financial Covenant that is contained in this Agreement which would in any respect be more beneficial to the Bank than the Financial Covenant set forth in this Agreement (any such provisions, a “More Favorable Financial Covenant”), then the Borrower shall provide a Most Favored Lender Notice in respect of such More Favorable Financial Covenant. Thereupon, unless waived in writing by the Bank within fifteen (15) days after the Bank’s receipt of such notice, such More Favorable Financial Covenant shall be deemed automatically incorporated by reference into Section 4.10 of this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when such More Favorable Financial Covenant shall have become effective under any Note Purchase Document (or any extension, replacement or refinancing thereof).
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(b)Any More Favorable Financial Covenant incorporated into this Agreement (herein referred to as an “Incorporated Financial Covenant”) (i) shall be deemed automatically amended or waived herein to reflect any subsequent amendments or waivers made to such More Favorable Financial Covenant under all of the relevant Note Purchase Documents (or any extension, replacement or refinancing thereof), including, for the avoidance of doubt, amendments or waivers which make the relevant covenant less restrictive on the Company; provided that, if a Default or an Event of Default then exists in relation to such Incorporated Financial Covenant and the amendment or waiver of such More Favorable Financial Covenant would make such covenant less restrictive on the Company, such Incorporated Financial Covenant shall only be deemed automatically amended or waived at such time, if it should occur, when such Default or Event of Default is no longer continuing, and (ii) shall be deemed automatically deleted from this Agreement at such time as such More Favorable Financial Covenant is deleted or otherwise removed from all of the relevant Note Purchase Documents (or any extension, replacement or refinancing thereof) or all of such Note Purchase Documents (or any extension, replacement or refinancing thereof) shall be terminated; provided, however, that (A) if a Default or Event of Default then exists in relation to such Incorporated Financial Covenant, such Incorporated Financial Covenant shall only be deemed automatically deleted from this Agreement at such time when such Default or Event of Default is no longer continuing and (B) if any holder of any Notes issued under any Note Purchase Document (or any extension, replacement or refinancing thereof) is paid, directly or indirectly, any compensation for the amendment, waiver or removal of such Incorporated Financial Covenant then the Bank shall receive, concurrently with or promptly after payment to such holder or holders under the relevant Note Purchase Documents (or any extension, replacement or refinancing thereof), a pro rata amount (based on the aggregate of both drawn and undrawn amounts) of any compensation paid to such holder or holders under the relevant Note Purchase Documents (or any extension, replacement or refinancing thereof) (unless such amendment, waiver or removal is as a result of a refinancing or replacement of such Note Purchase Documents). For the avoidance of doubt, a waiver by the relevant noteholders under the relevant Note Purchase Documents (or any extension, replacement or refinancing thereof) of a Default or Event of Default in relation to a More Favorable Financial Covenant shall not affect the existence of an existing Default or Event of Default in respect of a related Incorporated Financial Covenant in this Agreement.
(c)Upon the effectiveness of any amendment described in Section 4.14(a), upon the request of the Borrower to the Bank, the Bank and the Loan Parties shall (at the Loan Parties’ sole cost and expense) enter into any additional agreement or amendment to this Agreement evidencing the incorporation of any such Incorporated Financial Covenant. Upon the effectiveness of any amendment, waiver, deletion or removal described in Section 4.14(b), upon the request of the Borrower, the Bank shall (at the Loan Parties’ sole cost and expense) enter into any additional agreement or amendment to this Agreement reasonably requested by the Borrower evidencing the deletion and termination of any such Incorporated Financial Covenant.
(d)For the avoidance of doubt, each of the Financial Covenants in Section 4.10 of this Agreement as of the Second Amendment Effective Date shall remain in this Agreement regardless of whether any More Favorable Financial Covenants are incorporated into this Agreement and shall be independent of any Incorporated Financial Covenant.
5.Negative Covenants.
The Borrower covenants that from the date of execution of this Agreement until all Obligations have been paid in full (other than contingent indemnification obligations for which no claim has been made) and any commitments of the Bank to the Borrower have been terminated:
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5.1Transactions with Affiliates. The Borrower will not, and will not permit the Company or any Subsidiary thereof to, enter into directly or indirectly any transaction or group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary thereof), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.
5.2Merger, Consolidation, Etc.
(a)The Borrower will not, and will not permit any Loan Party to, consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless (i) in the case of a consolidation or merger, the Borrower, if it is a party to such transaction, or (if the Borrower is not a party to such transaction) such Loan Party is the surviving entity or (ii) so long as no Default or Event of Default exists or would be caused thereby (including, without limitation, no Change of Control having occurred), the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, assignment, transfer or lease all or substantially all of the assets of any Loan Party (any such successor or acquirer, the “Successor Entity” and the Borrower or any Loan Party participating in such transaction, the “Previous Entity”), as the case may be, shall (I) be the Company or a Subsidiary thereof, (II) be a partnership or limited liability company that is organized under the laws of the United States or any state thereof (including the District of Columbia), and (III) expressly assume all of the obligations of the Previous Entity under the Loan Documents to which the Previous Entity was a party pursuant to a supplement thereto or such other documentation in form and substance satisfactory to the Bank in its sole discretion, and each Loan Party (other than any Previous Entity), shall confirm that its obligations pursuant to any applicable Loan Document shall apply to the Successor Entity’s obligations under the Loan Documents at least to the same extent as it applied to those of the Previous Entity and the Bank shall be provided with an opinion of a nationally recognized independent counsel, or other independent counsel reasonably satisfactory to Bank to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms thereof; provided further that if all of the foregoing requirements are satisfied on terms satisfactory to the Bank in its sole discretion, the Successor Entity will succeed to, and be substituted for, the Previous Entity under the Loan Documents in all respects and shall be deemed to be a Borrower, Guarantor and/or Loan Party as applicable.
(b)No such conveyance, transfer or lease of substantially all of the assets of the Company or any other Loan Party shall have the effect of releasing the Company or such other Loan Party, as the case may be, or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 5.2, from its liability under any Loan Document.
5.3Line of Business. The Borrower will not, and will not permit the Company or any Subsidiary thereof to, engage in any business if, as a result, the general nature of the business in which the Company and its Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in which the Company and its Subsidiaries, taken as a whole, are engaged on the Second Amendment Effective Date as described in the Presentation or any businesses, services or activities that are related, incidental or complementary thereto or extensions or developments thereof.
5.4Liens. In addition to the restrictions in the other Loan Documents, the Borrower will not, and will not permit the Company or any of its Subsidiaries to, directly or indirectly create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any property or asset (including, without limitation, any document or instrument in respect of goods or accounts receivable) of the Company or any such Subsidiary, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except:
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(a)Liens existing on the Second Amendment Effective Date (other than Liens under the Loan Documents) and listed on the Addendum and any renewals, extensions or refundings thereof, provided that:
(i)the property covered thereby is not changed (other than after-acquired property that is affixed or incorporated into the property covered by such Lien and proceeds and products thereof),
(ii)the amount secured or benefited thereby is not increased, and
(iii)the direct or any contingent obligor with respect thereto is not changed;
(b)Liens for taxes, assessments or other governmental charges which are not yet due and payable or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the Company or the applicable Subsidiary, as the case may be, in accordance with GAAP;
(c)Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the Company or the applicable Subsidiary, as the case may be, in conformity with GAAP;
(d)pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation;
(e)rights of setoff, banker’s lien, netting agreements and other similar Liens arising by operation of law or by the terms of documents of banks or other financial institutions in relation to the maintenance or administration of deposit accounts, securities accounts or cash management arrangements and for the purpose of netting debit and credit balances;
(f)Liens arising from precautionary Uniform Commercial Code financing statements or any similar filings made in respect of operating leases;
(g)Liens on property created contemporaneously with its acquisition or within 120 days of the acquisition or completion of construction or development thereof to secure or provide for all or a portion of the purchase price or cost of the acquisition, construction or development of such property after the Second Amendment Effective Date, provided that (i) such Liens do not extend to additional property of the Company or any Subsidiary thereof (other than property that is an improvement to or is acquired for specific use in connection with the subject property) and (ii) the aggregate principal amount of Indebtedness secured by each such Lien does not exceed the fair market value of the property subject thereto;
(h)Liens over or affecting any asset acquired by the Company or a Subsidiary thereof after the Second Amendment Effective Date if:
(i)the Lien existed at the time of acquisition of that asset by the Company or the applicable Subsidiary thereof, as the case may be, and was not created in contemplation of the acquisition of such asset;
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(ii)the principal amount secured has not been increased in contemplation of or since the acquisition of such asset; and
(iii)the Lien is removed or discharged within 365 days of the date of acquisition of such asset;
(i)Liens over or affecting any asset of any entity which becomes a Subsidiary of the Company after the Second Amendment Effective Date, if:
(i)the Lien existed at the time such entity became a Subsidiary of the Company, and was not created in contemplation of the acquisition of such entity;
(ii)the principal amount secured has not been increased in contemplation of or since the acquisition of such entity; and
(iii)the Lien is removed or discharged within 365 days of such entity becoming a Subsidiary of the Company;
(j)[reserved];
(k)Liens related to repurchase agreements, intraday and overnight borrowings and similar activities in the ordinary course of business of the Company or a Subsidiary thereof;
(l)Liens on deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and
(m)other Liens securing Indebtedness of the Company or any Subsidiary thereof not otherwise permitted by clauses (a) through (l) above, provided that the sum of (i) the aggregate principal amount of all Indebtedness that has the benefit of a Lien under this clause (m) plus (without duplication) (ii) the aggregate principal amount of all Indebtedness outstanding pursuant to clause (f) of Section 5.5, shall not at any time exceed an amount equal to 15% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the Bank), provided, further, that notwithstanding the foregoing, the Borrower shall not, and shall not permit the Company or any of its Subsidiaries to, secure pursuant to this Section 5.4(m) any Indebtedness outstanding under or pursuant to any Material Credit Facility or any Note Purchase Agreement unless and until the Obligations (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Bank in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Bank.
5.5Subsidiary Indebtedness. The Borrower will not, and will not permit the Company to permit any of the Company’s Subsidiaries to, create, assume, incur, guarantee or otherwise be or become liable in respect of any Indebtedness except:
(a)Indebtedness of any Subsidiary of the Company that is a Loan Party at the time of determination, provided that the Company shall have complied at the time of determination with the financial covenants set forth in Section 4.10 hereof and the provisions of Section 4.13 hereof with respect to such Subsidiary;
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(b)Indebtedness of a Subsidiary of the Company outstanding on the Second Amendment Effective Date (other than the Obligations) and listed on the Addendum and any renewals, extensions or refundings thereof, provided that (i) the principal amount thereof outstanding after giving effect to such renewal, extension or refunding does not exceed the principal amount of such Indebtedness outstanding on the Second Amendment Effective Date and (ii) the direct or any contingent obligor with respect thereto is not changed;
(c)Indebtedness (i) owing to the Company or another Loan Party and (ii) of any Subsidiary of the Company that is a Loan Party in respect of obligations under any Note Purchase Agreement as in effect on the Second Amendment Effective Date;
(d)Indebtedness of a Subsidiary of the Company outstanding at the time such Subsidiary becomes a Subsidiary and any renewals, extensions or refundings of such Indebtedness, provided that (i) such Indebtedness shall not have been incurred in contemplation of such Subsidiary becoming a Subsidiary of the Company, (ii) the principal amount of such Indebtedness outstanding immediately after giving effect to any extension, renewal or refunding thereof does not exceed the principal amount of such Indebtedness outstanding at the time such Subsidiary became a Subsidiary and (iii) such Indebtedness remains outstanding for a period of not more than 365 days from the date such Subsidiary becomes a Subsidiary;
(e)[reserved]; and
(f)Indebtedness not otherwise permitted by clauses (a) through (e) above, provided that the sum of (i) the aggregate principal amount of all Indebtedness outstanding pursuant to this clause (f) plus (without duplication) (ii) the aggregate principal amount of all Indebtedness that has the benefit of a Lien under clause (m) of Section 5.4, shall not at any time exceed an amount equal to 15% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the Bank).
5.6Disposition of Assets. The Borrower will not, and will not permit the Company or any Subsidiary thereof to, make any Disposition except:
(a)Dispositions by the Company to a Wholly-Owned Subsidiary;
(b)Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary;
(c)Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary thereof;
(d)the Disposition of obsolete or worn out property in the ordinary course of business;
(e)the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business;
(f)leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole;
(g)Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of:
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(i)the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of noncurrent assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary thereof, and/or
(ii)the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary thereof (other than Indebtedness owing to the Company, any Subsidiary thereof or any Affiliate thereof), provided that the Company has offered to prepay the Obligations under the Loan Documents (and reduce by like amount any commitments of the Bank under the Loan Documents) in an aggregate principal amount equal to the Bank’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and
(h)other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the Bank),
provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above,
provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 4.10, 5.4 and 5.5 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date).
5.7Anti-Corruption Laws; Anti-Money Laundering Laws; International Trade Laws. The Borrower will not (I) do any of the following, nor permit any of its directors or officers or employees acting on behalf of any Loan Party in connection with this Agreement, nor such Loan Party’s subsidiaries to (a) become a Sanctioned Person; (b) directly or indirectly provide, use, or make available the proceeds of any Loan hereunder (i) to fund any activities or business of, with, or for the benefit of any Person that, at the time of such funding or facilitation, is a Sanctioned Person, (ii) to fund or facilitate any activities or business of or in any Sanctioned Jurisdiction, (iii) in any manner that could result in a violation by any Person (including the Bank) of Anti-Corruption Laws, Anti-Money Laundering Laws or International Trade Laws or (iv) in violation of any applicable Law, including, without limitation, any applicable Anti-Corruption Law, Anti-Money Laundering Law or International Trade Law; (c) repay any Loan with Blocked Property or funds derived from any unlawful activity; or (d) permit any Collateral to become Blocked Property; nor (II) directly or indirectly provide, use, or make available the proceeds of any Loan hereunder to any such Loan Party’s subsidiaries that is not party to this Agreement.
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6.Events of Default. The occurrence of any of the following will be deemed to be an “Event of Default”:
6.1The occurrence of an Event of Default as defined in the Note or any of the other Loan Documents.
6.2A Change of Control shall occur.
Upon the occurrence and during the continuance of an Event of Default, the Bank will have all rights and remedies specified in the Note and the Loan Documents and all rights and remedies (which are cumulative and not exclusive) available under applicable law or in equity.
7.Conditions.
7.1Initial Advance. The Bank’s obligation to make the initial advance under the Loan is subject to the conditions that as of the date of such initial advance:
(1)No Event of Default. No Event of Default or Default shall have occurred and be continuing;
(2)Authorization Documents. The Bank shall have received a certificate of a Responsible Officer of each Loan Party dated as of the date hereof certifying (a) that attached thereto is a true and complete copy of the resolutions, in form and substance reasonably satisfactory to the Bank, of its members or other governing body authorizing the execution, delivery and performance of each Loan Document to which it is a party, and that such resolutions have not been amended, modified, revoked or rescinded in any manner and are in full force and effect, (b) that attached thereto is a true and complete copy of its certificate of formation or equivalent document, certified by the Secretary of State of the State in which it is formed, and its organizational documents and that such certificate of formation and organizational documents have not been amended, modified, revoked or rescinded and are in full force and effect, (c) as to the incumbency and specimen signatures of each officer executing the Loan Documents on its behalf, and (d) that (i) the representations made by it contained in the Loan Documents to which it is a party are true and correct, (ii) it is in compliance with all of its covenants contained in the Loan Documents to which it is a party, (iii) there exists no Default or Event of Default after giving effect to the initial advance of the Loan, and (iv) no Material Adverse Effect has occurred since December 31, 2018;
(3)Receipt of Loan Documents. The Bank shall have received the Loan Documents;
(4)Good Standing. The Bank shall have received certificates of good standing, subsistence and/or status dated a recent date from the Secretary of State or appropriate taxing or other authorities in the jurisdiction of incorporation or organization of each Loan Party;
(5)Opinion of Borrower’s Counsel. The Bank shall have received a written opinion of the Loan Parties’ counsel addressed to the Bank and covering such matters as the Bank may reasonably require;
(6)[Reserved];
(7)Material Adverse Change. There has been no material adverse change in the condition (financial or otherwise), operations, properties, assets or prospects of the Loan Parties taken as a whole since December 31, 2018;
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(8)Material Litigation or Contingent Obligations. There are no (a) material actions, suits, proceedings or government investigations pending or threatened against any Loan Party, or (b) material contingent obligations of any Loan Party;
(9)Searches. The Bank shall have received such UCC, tax and judgment lien searches as the Bank shall have requested, the results of which shall be satisfactory to the Bank;
(10)[Reserved];
(11)[Reserved]; and
(12)Closing Fee. The Borrower shall have paid to the Bank a closing fee of 0.10% of the aggregate amount of the Line of Credit (i.e., $20,000) which shall be fully earned and non-refundable as of the date hereof, and, to the extent invoiced at least one (1) Business Day prior to the date hereof, reimburse Bank for any other costs and expenses due and payable pursuant to Section 8 hereof.
7.2Subsequent Advances. The Bank’s obligation to make the subsequent advances under the Loans is subject to the conditions that as of the date of each such subsequent advance:
(1)Representations and Warranties. Each of the representations and warranties (i) made by a Loan Parties under this Agreement or any other Loan Document or (ii) which are contained in any certificate, document, financial or other statement furnished at any time in connection with the Loan Documents, shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and provided that if a representation and warranty contains a materiality or Material Adverse Effect qualification, it shall be true and correct in all respects; and
(2)No Event of Default. No Event of Default or Default shall have occurred and be continuing.
Each borrowing by the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date of such borrowing that the conditions contained in this Section 7.2 have been satisfied.
8.Expenses. The Borrower agrees to pay the Bank, upon the execution of this Agreement, and otherwise on demand, (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Bank in connection with the preparation, negotiation and delivery of this Agreement and the other Loan Documents, and any modifications or amendments thereto or renewals thereof and any proposed modifications or amendments thereto or renewals thereof, and (ii) all out-of-pocket costs and expenses incurred by the Bank in connection with the collection of all of the Obligations, including but not limited to enforcement actions, relating to the Loan, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions or proceedings arising out of or relating to this Agreement, including, in each case (i) reasonable fees and expenses of outside counsel; (ii) all costs related to conducting UCC, title and other public record searches; and (iii) expenses for auditors and appraisers.
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9.Increased Costs. On written demand, together with written evidence of the justification therefor, the Borrower agrees to pay the Bank all direct costs incurred, any losses suffered or payments made by the Bank as a result of any Change in Law (hereinafter defined), imposing any reserve, deposit, allocation of capital or similar requirement (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System) on the Bank, its holding company or any of their respective assets relative to the Loan. “Change in Law” means the occurrence, after the date hereof, of any of the following: (i) the adoption or taking effect of any law, rule, regulation or treaty; (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any governmental authority or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any governmental authority; provided that notwithstanding anything herein to the contrary, (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (b) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
10.Miscellaneous.
10.1Notices. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder (“Notices”) must be in writing (except as may be agreed otherwise above with respect to borrowing requests or as otherwise provided in this Agreement) and will be effective upon receipt. Notices may be given in any manner to which the parties may separately agree, including electronic mail. Without limiting the foregoing, first-class mail, postage prepaid, facsimile transmission and commercial courier service are hereby agreed to as acceptable methods for giving Notices. In addition, the parties agree that Notices may be sent electronically to any electronic address provided by a party from time to time. Regardless of the manner in which provided, Notices may be sent to a party’s address as set forth above or to such other address as any party may give to the other for such purpose in accordance with this section.
10.2Preservation of Rights. No delay or omission on the Bank’s part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will the Bank’s action or inaction impair any such right or power. The Bank’s rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Bank may have under other agreements, at law or in equity.
10.3Illegality. If any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, it shall not affect or impair the validity, legality and enforceability of the remaining provisions of this Agreement.
10.4Changes in Writing. No modification, amendment or waiver of, or consent to any departure by the Borrower from, any provision of this Agreement will be effective unless made in a writing signed by the party to be charged, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Notwithstanding the foregoing, the Bank may modify this Agreement or any of the other Loan Documents for the purposes of completing missing content or correcting erroneous content, without the need for a written amendment, provided that the Bank shall send a copy of any such modification to the Borrower (which notice may be given by electronic mail). No notice to or demand on the Borrower will entitle the Borrower to any other or further notice or demand in the same, similar or other circumstance.
10.5Entire Agreement. This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. The representations, warranties, covenants, and agreements in this Agreement regarding Anti-Corruption Laws, International Trade Laws and Anti-Money Laundering Laws will control to the extent of any inconsistency between any such provisions and any provision in any Note regarding such matters.
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10.6Counterparts. This Agreement and any other Loan Document may be signed in any number of counterpart copies and by the parties hereto on separate counterparts, but all such copies shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement or any other Loan Document by facsimile transmission or other electronic transmission shall be effective as delivery of a manually executed counterpart. Any party so executing this Agreement or any other Loan Document by facsimile transmission or other electronic transmission shall promptly deliver a manually executed counterpart, provided that any failure to do so shall not affect the validity of the counterpart executed by facsimile transmission or other electronic transmission.
10.7Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the Borrower and the Bank and their respective heirs, executors, administrators, successors and permitted assigns; provided, however, that the Borrower may not assign this Agreement in whole or in part without the Bank’s prior written consent and the Bank at any time may assign this Agreement in whole or in part.
10.8Interpretation. In this Agreement, unless the Bank and the Borrower otherwise agree in writing, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word “or” shall be deemed to include “and/or”, the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”; references to articles, sections (or subdivisions of sections) or exhibits are to those of this Agreement; and references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications to such instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement. Section headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.
10.9No Consequential Damages, Etc. The Bank will not be responsible for any damages, consequential, incidental, special, punitive or otherwise, that may be incurred or alleged by any person or entity, including the Borrower and any other Loan Party, as a result of this Agreement, the other Loan Documents, the transactions contemplated hereby or thereby, or the use of the proceeds of the Loan.
10.10Assignments and Participations.
(a)The Bank may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its commitments and the Loan); provided that (i) the consent of the Borrower shall be required unless (x) an Event of Default exists, (y) the Bank is merged into or otherwise acquired by a third Person or (z) the assignment is to an Affiliate of the Bank, and (ii) if the consent of the Borrower is required, such consent shall not be unreasonably withheld, provided that, in any case that the Borrower’s consent is required, (I) the refusal of the Borrower to consent to the assignment to a Competitor shall not be deemed unreasonable and (II) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Bank within ten (10) Business Days after having received notice thereto. For purposes of this Section 10.10, “Competitor” means any direct corporate competitor of the Company or any of its Subsidiaries operating as an investment bank advisory firm and/or institutional asset manager.
(b)The Bank may at any time, without the consent of, or notice to, the Borrower, sell participations to any Person (other than a natural person) (each, a “Participant”) in all or a portion of the Bank’s rights and/or obligations under this Agreement (including all or a part of its commitment and/or the Loan); provided that (i) the Bank’s obligations under this Agreement shall remain unchanged, (ii) the Bank shall remain solely responsible to the Borrower for the performance of such obligations and (iii) the Borrower shall continue to deal solely and directly with the Bank in connection with the Bank’s rights and obligations under this Agreement.
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(c)The Bank may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of the Bank, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Bank from any of its obligations hereunder or substitute any such pledgee or assignee for the Bank as a party hereto.
(d)Subject to Section 10.13, the Borrower hereby authorizes the Bank to provide, without any notice to the Borrower, any information concerning the Borrower, including information pertaining to the Borrower’s financial condition, business operations or general creditworthiness, to any assignee of or participant in or any prospective assignee of or participant in all or any part of the Bank’s interest in the Loan.
10.11USA PATRIOT Act Notice. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each Borrower that opens an account. What this means: when the Borrower opens an account, the Bank will ask for the business name, business address, taxpayer identifying number and other information or documentation that will allow the Bank to identify the Borrower, such as organizational documents. For some businesses and organizations, the Bank may also need to ask for identifying information and documentation relating to certain individuals associated with the business or organization.
10.12Important Information about Phone Calls. By providing telephone number(s) to the Bank, now or at any later time, the Borrower hereby authorizes the Bank and its affiliates and designees to contact the Borrower regarding the Borrower’s account(s) with the Bank or its affiliates, whether such accounts are Borrower’s individual accounts or business accounts for which Borrower is a contact, at such numbers using any means, including but not limited to placing calls using an automated dialing system to cell, VoIP or other wireless phone number, or by leaving prerecorded messages or sending text messages, even if charges may be incurred for the calls or text messages. Borrower hereby consents that any phone call with the Bank may be monitored or recorded by the Bank.
10.13Confidentiality. In connection with the Obligations, this Agreement and the other Loan Documents, the Borrower will be providing to the Bank, whether orally, in writing or in electronic format, nonpublic, confidential or proprietary information (collectively, “Confidential Information”). The Bank agrees (i) to hold the Confidential Information of the other in strict confidence; (ii) not to disclose or permit any other person or entity access to the Confidential Information of the other party, except for disclosure or access (a) to the Borrower’s or the Bank’s affiliates and its or their employees, officers, directors, agents, representatives, (b) to other third parties that provide or may provide ancillary support relating to the Obligations, this Agreement and/or the other Loan Documents, (c) in connection with the exercise of any remedies or enforcement of rights under this Agreement or any action or proceeding relating to the Obligations, this Agreement and/or the other Loan Documents, (d) to its external or internal auditors or regulatory authorities, (e) upon the order of a court or other governmental agency having jurisdiction over a party, or (f) subject to an agreement containing provisions substantially the same as (or no less restrictive than) those of this Section, to (i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights and obligations under this Agreement, or (ii) any actual or prospective party to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder. In addition, the Bank may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Bank in connection with the administration of this Agreement and the other Loan
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Documents and (iii) not to use such Confidential Information except in connection with the Obligations and for the purposes of this Agreement and the other Loan Documents. It is understood and agreed that the obligation to protect such Confidential Information shall be satisfied if the party receiving such Confidential Information utilizes the same control (but no less than reasonable) as it does to avoid disclosure of its own confidential and valuable information. It is also understood and agreed that no information shall be within the protection of this Agreement where such information: (a) is or becomes publicly available through no fault of the party to whom such Confidential Information has been disclosed; (b) is released by the originating party to anyone without restriction; (c) is rightly obtained from third parties who are not, to such receiving party’s knowledge, under an obligation of confidentiality; or (d) is required to be disclosed by subpoena or similar process of applicable law or regulations.
For the purposes of this Agreement, Confidential Information of a party shall include, without limitation, any financial information, scientific or technical information, design, process, procedure or improvement and all concepts, documentation, reports, data, data formats, specifications, computer software, source code, object code, user manuals, financial models, screen displays and formats, software, databases, inventions, knowhow, showhow and trade secrets, whether or not patentable or copyrightable, whether owned by a party or any third party, together with all memoranda, analyses, compilations, studies, notes, records, drawings, manuals or other documents or materials which contain or otherwise reflect any of the foregoing information.
The Bank agrees to return to the Borrower or destroy all Confidential Information of the Borrower upon the termination of this Agreement; provided, however, the Bank may retain such limited information for customary archival and audit purposes only for reference with respect to prior dealings between the parties subject at all times to the continuing terms of this Section 10.13.
Each of the Borrower and the Bank agrees not to use the other’s name or logo in any marketing, advertising or related materials, without the prior written consent of the other party.
10.14Sharing Information with Affiliates of the Bank. The Borrower acknowledges that from time to time other financial and banking services may be offered or provided to the Borrower or one or more of its subsidiaries and/or affiliates (in connection with this Agreement or otherwise) by the Bank or by one or more subsidiaries or affiliates of the Bank or of The PNC Financial Services Group, Inc., and the Borrower hereby authorizes the Bank to share any information delivered to the Bank by the Borrower and/or its subsidiaries and/or affiliates pursuant to this Agreement or any of the Loan Documents to any subsidiary or affiliate of the Bank and/or The PNC Financial Services Group, Inc., subject to any provisions of confidentiality in this Agreement or any other Loan Documents.
10.15Electronic Signatures and Records. Notwithstanding any other provision herein, the Borrower agrees that this Agreement, the Loan Documents, any amendments thereto, and any other information, notice, signature card, agreement or authorization related thereto (each, a “Communication”) may, at the Bank’s option, be in the form of an electronic record. Any Communication may, at the Bank’s option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention.
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10.16Governing Law and Jurisdiction. This Agreement has been delivered to and accepted by the Bank and will be deemed to be made in the State of New York. THIS AGREEMENT WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION THE ELECTRONIC TRANSACTIONS ACT (OR EQUIVALENT) IN EFFECT IN THE STATE OF NEW YORK (OR, TO THE EXTENT CONTROLLING, THE LAWS OF THE UNITED STATES OF AMERICA, INCLUDING WITHOUT LIMITATION THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT). The Borrower hereby irrevocably consents to the exclusive jurisdiction of the courts of the State of New York sitting in New York City in the Borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof; provided that nothing contained in this Agreement will prevent the Bank from bringing any action, enforcing any award or judgment or exercising any rights against the Borrower or any other Loan Party individually, against any security or against any property of the Borrower or any other Loan Party within any other county, state or other foreign or domestic jurisdiction. The Borrower (on its behalf and on behalf of the other Loan Parties) and the Bank agree that the venue provided above is the most convenient forum for both the Bank and the Borrower. The Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Agreement.
10.17Accounting Terms.
(a)All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP. For purposes of determining compliance with this Agreement (including, without limitation, Section 4, Section 5, any Incorporated Financial Covenant and the definition of “Indebtedness”), any election by the Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 825-10-25 – Fair Value Option, International Accounting Standard 39 – Financial Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made. For the avoidance of doubt, notwithstanding any changes in GAAP after March 30, 2016 that would require leases that would have been treated as operating leases under GAAP as in effect on such date to be classified and accounted for as capital leases (or to be otherwise reflected on the consolidated balance sheet of the Borrower and its Subsidiaries), such leases shall be classified and accounted for as operating leases for all purposes under this Agreement.
(b)If in the reasonable opinion of the Borrower or the Bank a change in GAAP occurs which causes a change in any of the calculations contemplated by this Agreement, including, without limitation, calculations with regard to the covenants contained in Section 4.10 hereof, then and in such event, if the Borrower or the Bank so request, the Bank and the Borrower shall undertake in good faith to amend any affected provisions of this Agreement so as to have an effect comparable to that as of March 30, 2016 and to accommodate such change in GAAP and to enter into an amendment hereof to reflect the same, such amendment to be in form and substance satisfactory to the Borrower and the Bank; provided that, until such provision is amended in a manner satisfactory to the Borrower and the Bank, the Borrower’s compliance with such provision shall be determined on the basis of GAAP as in effect and applied immediately before the relevant change became effective.
10.18Divisions. For all purposes hereunder, under the Note and the Guaranty Documents, if in connection with any division or plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any comparable event under a different jurisdiction’s laws) (a “Division”): (a) any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) any new Person comes into existence, such new Person shall be deemed to have been organized by the holders of its equity interests at such time. Any reference herein or therein to a merger, consolidation, amalgamation, assignment, sale, Disposition or transfer, or similar term, shall be deemed to apply to a Division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a Division or allocation), as if it were a merger, consolidation, amalgamation, assignment, sale, Disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any Division of a limited liability company shall constitute a separate Person hereunder and thereunder (and each Division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person) on the first date of its existence.
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10.19WAIVER OF JURY TRIAL. EACH OF THE BORROWER AND THE BANK IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS AGREEMENT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE BORROWER AND THE BANK ACKNOWLEDGE THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
[Signature Pages Intentionally Omitted]
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CONTINUATION OF ADDENDUM
4.7    Financial Reporting Requirements.
1.    Loan Parties Financial Reporting.
(a)    Interim Financial Statements. As soon as available and in any event within forty-five (45) calendar days after the end of each of the first three fiscal quarters in each fiscal year of the Company, financial statements of the Company, consisting of a consolidated balance sheet as of the end of such fiscal quarter and related consolidated statements of income, stockholders’ equity and cash flows for the fiscal quarter then ended and the fiscal year through that date (or, in the case of stockholders’ equity and cash flows, just for the fiscal year through that date), all in reasonable detail and certified (subject to normal year-end audit adjustments) by the Chief Executive Officer, President or Chief Financial Officer of the Company (or other officer reasonably acceptable to the Bank) as having been prepared in accordance with GAAP, consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year.
(b)    Annual Financial Statements. (i) As soon as available and in any event within ninety (90) days after the end of each fiscal year of the Company, audited financial statements of the Company consisting of a consolidated balance sheet as of the end of such fiscal year, and related consolidated statements of income, stockholders’ equity and cash flows for the fiscal year then ended, all in reasonable detail and certified by independent certified public accountants reasonably satisfactory to the Bank. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Loan Party under any of the Loan Documents.
(ii) As soon as available and in any event within one hundred and eighty (180) days after the end of each fiscal year of Evercore LP, audited financial statements of Evercore LP consisting of a consolidated balance sheet as of the end of such fiscal year, and related consolidated statements of income, partners’ capital and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by independent certified public accountants reasonably satisfactory to the Bank. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Loan Party under any of the Loan Documents.
(c) Compliance Certificate. Together with each of the Financial Statements required in subsections 1(a) and (b)(i) of this Section 4.7, a certificate in a form reasonably acceptable to the Bank, certifying Borrower’s compliance with all applicable financial covenants (containing detailed calculations of such financial covenants), including any Incorporated Financial Covenant(s), for the period then ended, whether any Event of Default exists, and, if so, the nature thereof and the corrective measures the Borrower proposes to take with respect to such Event of Default, together with (i) a reconciliation from GAAP with respect to the treatment of leases hereunder as operating leases consistent with GAAP as in effect on March 30, 2016, as provided in Section 10.17(a) and (ii) in the event that the Company or any Subsidiary has made an election to measure any financial liability using fair value (which election is being disregarded for purposes of determining compliance with this Agreement pursuant to Section 10.17(a)) as to the period covered by any such financial statement, a reconciliation from GAAP with respect to such election. Such certificate shall be duly executed by, either the Chief Financial Officer, another responsible senior financial officer or an authorized officer of the Borrower.
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4.10    Financial Covenants.
1.Maximum Consolidated Leverage Ratio. The Borrower will not permit, and will cause the Company not to permit, the Consolidated Leverage Ratio as of the last day of any period of four consecutive fiscal quarters of the Company to be greater than 2.75:1.0.
2.Minimum Consolidated Tangible Net Worth. The Borrower will not permit, and will cause the Company not to permit, Consolidated Tangible Net Worth to be less than $325,000,000 as of the last day of any fiscal quarter of the Company.
For the sake of clarity, it is understood that the terms “Consolidated Leverage Ratio” and “Consolidated Tangible Net Worth” are used in this Section 4.10 as defined in the 2025 Note Purchase Agreement as in effect on the Second Amendment Effective Date.

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Execution Version

Amended and Restated
Revolving Line of Credit Note
$225,000,000    July 10, 2025
FOR VALUE RECEIVED, EVERCORE PARTNERS SERVICES EAST L.L.C. (the “Borrower”), with an address at 55 East 52nd Street, New York, NY 10055, promises to pay to PNC BANK, NATIONAL ASSOCIATION (the “Bank”) or its permitted assigns, in lawful money of the United States of America in immediately available funds at its offices located at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, PA 15222, or at such other location as the Bank may designate from time to time in writing, the principal sum of TWO HUNDRED TWENTY-FIVE MILLION DOLLARS ($225,000,000) (the “Facility”) or such lesser amount as may be advanced to or for the benefit of the Borrower hereunder, together with interest accruing on the outstanding principal balance from the date hereof, all as provided below.
1.Advances. This Note evidences a revolving line of credit. The Borrower may borrow, repay and reborrow hereunder, and the Bank may advance and readvance under this Note from time to time (each an “advance” and together the “advances”) until the Expiration Date, subject to the terms and conditions of this Note and the Loan Documents (as defined herein). The “Expiration Date” shall mean July 10, 2028, or such later date as may be requested by the Borrower and designated by the Bank in its sole discretion by written notice from the Bank to the Borrower. The Borrower acknowledges and agrees that in no event will the Bank be under any obligation to extend or renew the Facility or this Note beyond the Expiration Date. In no event shall the aggregate unpaid principal amount of advances under this Note exceed the face amount of this Note.
2.Rate of Interest. Amounts outstanding under this Note will bear interest at a rate per annum which is at all times equal to the sum of (A) Daily SOFR (as defined below) plus (B) a spread of one hundred thirty (130) basis points (1.30%). Interest hereunder will be calculated based on the actual number of days that principal is outstanding over a year of 360 days. In no event will the rate of interest hereunder exceed the maximum rate allowed by law. Regardless of any other provision of this Note or the other Loan Documents, if for any reason such effective interest rate should exceed the maximum rate allowed by law, such effective interest rate shall be deemed reduced to, and shall be, the maximum rate allowed by law, and (i) the amount which would be excessive interest shall be deemed applied to the reduction of the principal balance of this Note and not to the payment of interest, and (ii) if the loan evidenced by this Note has been or is thereby paid in full, the excess shall be returned to the party paying same, such application to the principal balance of this Note or the refunding of such excess to be a complete settlement and acquittance thereof.
Unless otherwise defined herein, terms defined in the Loan Agreement (as defined below) are used herein as therein defined. In addition, if the following terms are used in this Note, such terms shall have the meanings set forth below:
“Alternate Rate” means the sum of (A) the Base Rate plus (B) thirty (30) basis points (0.30%). “Base Rate” means the higher of (A) the Prime Rate, and (B) the sum of the Overnight Bank Funding Rate plus 50 basis points (0.50%); provided, however, if the Base Rate as determined above would be less than zero, then such rate shall be deemed to be zero. If and when the Base Rate as determined above changes, the rate of interest with respect to any amounts hereunder to which the Base Rate applies will change automatically without notice to the Borrower, effective on the date of any such change.
“Business Day” shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in Pittsburgh, Pennsylvania or New York, New York; provided that, when used in connection with an amount that bears interest at a rate based on SOFR or any direct or indirect calculation or determination involving SOFR, the term “Business Day” means any such day that is also a U.S. Government Securities Business Day.


“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), the interest rate per annum determined by the Bank by dividing (the resulting quotient rounded upwards, at the Bank’s discretion, to the nearest 1/100th of 1%) (A) SOFR for the day (the “SOFR Determination Date”) that is 2 Business Days prior to (i) such SOFR Rate Day if such SOFR Rate Day is a Business Day or (ii) the Business Day immediately preceding such SOFR Rate Day if such SOFR Rate Day is not a Business Day, by (B) a number equal to 1.00 minus the SOFR Reserve Percentage, in each case, as such SOFR is published by the NYFRB (or a successor administrator of the secured overnight financing rate) on the website of the NYFRB, currently at http://www.newyorkfed.org, or any successor source identified by the NYFRB or its successor administrator for the secured overnight financing rate from time to time. If Daily Simple SOFR as determined above would be less than the Floor, then Daily Simple SOFR shall be deemed to be the Floor. If SOFR for any SOFR Determination Date has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania time) on the second Business Day immediately following such SOFR Determination Date, then SOFR for such SOFR Determination Date will be SOFR for the first Business Day preceding such SOFR Determination Date for which SOFR was published in accordance with the definition of “SOFR”; provided that SOFR determined pursuant to this sentence shall be used for purposes of calculating Daily Simple SOFR for no more than 3 consecutive SOFR Rate Days. If and when Daily Simple SOFR as determined above changes, any applicable rate of interest based on Daily Simple SOFR will change automatically without notice to the Borrower, effective on the date of any such change.
“Daily SOFR” means Daily Simple SOFR.
“Floor” means a rate of interest per annum equal to zero (0) basis points (0.00%).
“NYFRB” means the Federal Reserve Bank of New York.
“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurocurrency borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB, as set forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding rate by the NYFRB (or by such other recognized electronic source (such as Bloomberg) selected by the Bank for the purpose of displaying such rate); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day; provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined by the Bank at such time (which determination shall be conclusive absent manifest error). If the Overnight Bank Funding Rate determined as above would be less than zero, then such rate shall be deemed to be zero. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to the Borrower.
“Prime Rate” shall mean the rate publicly announced by the Bank from time to time as its prime rate. The Prime Rate is determined from time to time by the Bank as a means of pricing some loans to its borrowers. The Prime Rate is not tied to any external rate of interest or index and does not necessarily reflect the lowest rate of interest actually charged by the Bank to any particular class or category of customers.
“SOFR” means a rate equal to the secured overnight financing rate as administered by the NYFRB (or a successor administrator of the secured overnight financing rate).
“SOFR Reserve Percentage” means, for any day, the maximum effective percentage in effect on such day, if any, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including, without limitation, supplemental, marginal and emergency reserve requirements) with respect to SOFR funding.
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“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Bank in its reasonable discretion).
“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.
“U.S. Government Securities Business Day” means any day except for (A) a Saturday or Sunday or (B) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
3.Advance Procedures. If permitted by the Bank, a request for advance may be made by telephone or electronic mail, or delivered in accordance with the Bank’s security procedures through any automated platform or electronic service provided by Bank, with such confirmation or verification (if any) as the Bank may require in its discretion from time to time. A request for advance by the Borrower shall be binding upon the Borrower. The Borrower authorizes the Bank to accept telephonic, email, automated and electronic requests for advances, and the Bank shall be entitled to rely upon the authority of any person providing such instructions. The Borrower hereby indemnifies and holds the Bank harmless from and against any and all damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) which may arise or be created by the acceptance of such telephonic, email, automated and electronic requests or by the making of such advances; provided, however, that the foregoing indemnity agreement shall not apply to any liabilities resulting solely from the gross negligence or willful misconduct of the Bank as determined by a final judgment of a court of competent jurisdiction. The Bank will enter on its books and records, which entry when made will be presumed correct absent manifest error, the date and amount of each advance, as well as the date and amount of each payment made by the Borrower.
4.Payment Terms. Accrued interest will be due and payable on the last day of each month, beginning with the payment due on July 31, 2025. The outstanding principal balance and any accrued but unpaid interest shall be due and payable on the Expiration Date.
If any payment under this Note shall become due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, except that if such day falls in the next succeeding calendar month, such payment shall be due on the next preceding day that is a Business Day. Interest shall be computed to, but excluding, the date of payment. Upon the occurrence and during the continuation of any Event of Default (as hereinafter defined), payments received will be applied to charges, fees and expenses (including attorneys’ fees), accrued interest and principal in any order the Bank may choose, in its sole discretion.
5.Late Payments; Default Rate. If the Borrower fails to make any payment of principal, interest or other amount coming due pursuant to the provisions of this Note within fifteen (15) calendar days of the date due and payable, the Borrower also shall pay to the Bank a late charge equal to the lesser of five percent (5%) of the amount of such payment or $100.00 (the “Late Charge”). Such fifteen (15) day period shall not be construed in any way to extend the due date of any such payment. Upon maturity, whether by acceleration, demand or otherwise, and at the Bank’s option upon the occurrence of any Event of Default and during the continuance thereof, amounts outstanding under this Note shall bear interest at a rate per annum (based on the actual number of days that principal is outstanding over a year of 360 days) which shall be three percentage points (3%) in excess of the interest rate in effect from time to time under this Note but not more than the maximum rate allowed by law (the “Default Rate”). The Default Rate shall continue to apply whether or not judgment shall be entered on this Note. Both the Late Charge and the Default Rate are imposed as liquidated damages for the purpose of defraying the Bank’s expenses incident to the handling of delinquent payments, but are in addition to, and not in lieu of, the Bank’s exercise of any rights and remedies hereunder, under the other Loan Documents or under applicable law, and any fees and expenses of any agents or attorneys which the Bank may employ. In addition, the Default Rate reflects the increased credit risk to the Bank of carrying a loan that is in default. The Borrower agrees that the Late Charge and Default Rate are reasonable forecasts of just compensation for anticipated and actual harm incurred by the Bank, and that the actual harm incurred by the Bank cannot be estimated with certainty and without difficulty.
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6.Prepayment. The indebtedness evidenced by this Note may be prepaid in whole or in part at any time without penalty. The Borrower may, at any time, in whole permanently terminate the Line of Credit (as defined in the Loan Agreement (as defined below)) upon at least three Business Days’ prior written notice to the Bank and Payment in Full (as defined below). Upon any such termination and Payment in Full, the Bank shall execute and deliver to the Borrower, at the Borrower’s expense, all documents that the Borrower shall reasonably request to evidence such termination of each Loan Document. Any execution and delivery of documents pursuant to this Section 6 shall be without recourse or warranty by the Bank. As used herein, the term “Payment in Full” shall mean the payment in full in cash of the Loans and other Obligations under the Loan Documents (except contingent indemnification obligations for which no claim has been made) and the termination of all commitments under the Loan Documents.
7.Increased Costs; Yield Protection. On written demand, together with written evidence of the justification therefor, the Borrower agrees to pay the Bank all direct costs incurred, any losses suffered or payments made by the Bank as a result of any Change in Law (hereinafter defined), imposing any reserve, deposit, allocation of capital or similar requirement (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System) on the Bank, its holding company or any of their respective assets relative to the Facility. “Change in Law” means the occurrence, after the date of this Note, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any governmental authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any governmental authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
8.Other Loan Documents. This Note is issued in connection with a Loan Agreement between the Borrower and the Bank, dated as of October 28, 2024 (as amended by that certain Amendment to Loan Documents dated as of March 17, 2025, that certain Amendment to Loan Documents dated as of the date hereof, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), and the other agreements and documents executed and/or delivered in connection therewith or referred to therein, the terms of which are incorporated herein by reference (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, collectively the “Loan Documents”).
9.Events of Default. The occurrence of any of the following events will be deemed to be an “Event of Default” under this Note: (i) the nonpayment of any principal when due; (ii) the nonpayment of any interest or other indebtedness under this Note within five (5) days after the date on which such payment is due; (iii) any Event of Default (as defined in any of the Loan Documents) shall occur, including without limitation an “Event of Default” under Section 6 of the Loan Agreement; (iv) the Borrower shall default in the performance of any of the covenants or agreements contained in Section 4.10, 4.12 or 5 of the Loan Agreement or any Incorporated Financial Covenant; (v) any Obligor’s failure to observe or perform any covenant or other agreement, under or contained in the Loan Agreement or any other Loan Document or any Obligor’s failure to observe or perform any covenant or other agreement under or contained in any other document now or in the future evidencing or securing any monetary debt or obligation of any Obligor to the Bank in an aggregate principal amount in excess of $500,000 (other than those set forth in clauses (i), (ii), (iii) and (iv) above) and such failure shall continue unremedied for a period of thirty (30) days after the earlier of (a) written notice to the Borrower from the Bank and (b) a Responsible Officer (as defined below) of any Obligor becoming aware of such failure, provided, however, that the thirty (30) day cure period contained in this clause (v) shall not be deemed to apply if an Obligor commits more than two (2) such breaches within any twelve (12) calendar month period; (vi) the filing by or against the Company, any other Obligor or any Significant Subsidiary of any proceeding in bankruptcy, receivership, insolvency, reorganization, liquidation, conservatorship or similar proceeding (and, in the case of any such proceeding instituted against the Company, any other Obligor or any Significant Subsidiary, such
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proceeding is not dismissed or stayed within sixty (60) days of the commencement thereof, provided that the Bank shall not be obligated to advance additional funds hereunder during such period) or the passing of any resolution by or on behalf of the Company, any other Obligor or any Significant Subsidiary (or its governing body) to authorize the filing or commencement by the Company, any other Obligor or any Significant Subsidiary of any such proceeding or the preparation by or on behalf of the Company, any other Obligor or any Significant Subsidiary of any petition or other documents to be filed in connection with any such proceeding; (vii) any assignment by the Company, any other Obligor or any Significant Subsidiary for the benefit of creditors, or any levy, garnishment, attachment or similar proceeding is instituted against any property of the Company, any other Obligor or any Significant Subsidiary held by or deposited with the Bank; (viii) (a)  the Company, any other Obligor or any other Subsidiary of the Company is in default (as principal or as guarantor or other surety) in the payment of principal of or premium or make-whole amount or interest on any other indebtedness that is outstanding in an aggregate principal amount of at least $25,000,000 beyond any period of grace provided with respect thereto or (b) a default with respect to any other indebtedness of the Company, any other Obligor or any other Subsidiary of the Company for borrowed money in an amount in excess of $25,000,000, if the effect of such default is to cause or permit the acceleration of such indebtedness; (ix) the commencement of any foreclosure or forfeiture proceeding, execution or attachment against any collateral securing the obligations of the Company, any other Obligor or any Significant Subsidiary to the Bank; (x) the entry of a final judgment, or one or more final judgments, against one or more of the Company, any other Obligor or any other Subsidiary of the Company in an amount in excess of $25,000,000 in the aggregate, and the failure of the Company, such Obligor or any such Subsidiary to discharge the judgment within sixty (60) days of the entry thereof; (xi) the occurrence of a Material Adverse Effect; (xii)  the Company, any other Obligor or any Significant Subsidiary ceases doing business as a going concern; (xiii) any representation or warranty made by any Obligor to the Bank in any Loan Document or any other document now or in the future evidencing or securing any monetary debt or obligation of any Obligor to the Bank in an aggregate principal amount in excess of $500,000, is false, erroneous or misleading in any material respect on and as of the date made or furnished (or, in the case of any representation or warranty qualified as to materiality, in any respect) (except to the extent stated to relate to a specific earlier date, in which case such representation and warranty shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date); (xiv) any Financial Statement or certificate made or furnished by any Obligor to the Bank in connection with the Loan Agreement or any other Loan Document is false, erroneous, incomplete in any material respect on and as of the date made or furnished; or (xv) the revocation or attempted revocation, in whole or in part, of any guarantee by any Obligor. As used herein, “Obligor” means the Borrower and any guarantor of, or any pledgor, mortgagor or other person or entity providing collateral support for, the Borrower’s obligations to the Bank existing on the date of this Note or arising in the future (including, in any case, each Loan Party).
Upon the occurrence of an Event of Default: (a) the Bank shall be under no further obligation to make advances hereunder; (b) if an Event of Default specified in clause (vi) or (vii) above shall occur with respect to any Obligor, the outstanding principal balance and accrued interest hereunder together with any additional amounts payable hereunder shall be immediately due and payable without demand or notice of any kind; (c) if any other Event of Default shall occur, the outstanding principal balance and accrued interest hereunder together with any additional amounts payable hereunder, at the Bank’s option and without demand or notice of any kind, may be accelerated and become immediately due and payable; (d) at the Bank’s option, this Note will bear interest at the Default Rate from the date of the occurrence of the Event of Default; and (e) the Bank may exercise from time to time any of the rights and remedies available under the Loan Documents or under applicable law.
10.Right of Setoff. In addition to all liens upon and rights of setoff against the Borrower’s money, securities or other property given to the Bank by law, the Bank shall have, with respect to the Borrower’s obligations to the Bank under this Note and to the extent permitted by law, a contractual possessory security interest in and a contractual right of setoff against, and the Borrower hereby grants the Bank a security interest in, and hereby assigns, conveys, delivers, pledges and transfers to the Bank, all of the Borrower’s right, title and interest in and to, all of the Borrower’s deposits, moneys, securities and other property now or hereafter in the possession of or on deposit with, or in transit to, the Bank or any other direct or indirect subsidiary of The PNC Financial Services Group, Inc., whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding, however, all IRA, Keogh, and trust accounts. Every such security interest and right of setoff may be exercised without demand upon or notice to the Borrower.
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11.Indemnity. The Borrower agrees to indemnify each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided, however, that the foregoing indemnity agreement shall not apply to any claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claim.
12.Miscellaneous. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder (“Notices”) must be in writing (except as may be agreed otherwise above with respect to borrowing requests or as otherwise provided in this Note) and will be effective upon receipt. Notices may be given in any manner to which the parties may separately agree, including electronic mail. Without limiting the foregoing, first-class mail, postage prepaid, facsimile transmission and commercial courier service are hereby agreed to as acceptable methods for giving Notices. In addition, the parties agree that Notices may be sent electronically to any electronic address provided by a party from time to time or through an automated platform that the Bank provides to the Borrower. Regardless of the manner in which provided, Notices may be sent to a party’s address as set forth above or to such other address as any party may give to the other for such purpose in accordance with this paragraph. For purposes hereof, “receipt” means: (i) for notices sent by U.S. mail, the third business day after the date such notice was sent; (ii) for notices delivered by hand or sent by overnight courier service, the date delivered; (iii) for notices sent by facsimile or electronic communication, the date when sent; and (iv) for notices sent by any other method, the date received. No delay or omission on the Bank’s part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will the Bank’s action or inaction impair any such right or power. The Bank’s rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Bank may have under other agreements, at law or in equity. Except as otherwise set forth in this Note, no modification, amendment or waiver of, or consent to any departure by the Borrower from, any provision of this Note will be effective unless made in a writing signed by the Bank, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Notwithstanding the foregoing, the Bank may modify this Note for the purposes of completing missing content or correcting erroneous content, without the need for a written amendment, provided that the Bank shall send a copy of any such modification to the Borrower (which notice may be given by electronic mail). The Borrower agrees to pay on demand, to the extent permitted by law, all costs and expenses incurred by the Bank in the enforcement of its rights in this Note and in any security therefor, including without limitation reasonable fees and expenses of the Bank’s counsel. If any provision of this Note is found to be invalid, illegal or unenforceable in any respect by a court, all the other provisions of this Note will remain in full force and effect. The Borrower and all other makers and indorsers of this Note hereby forever waive presentment, protest, notice of dishonor, notice of non-payment, notice of intent to accelerate and notice of acceleration, and any other notice of any kind. The Borrower also waives all defenses based on suretyship or impairment of collateral. This Note shall bind the Borrower and its heirs, executors, administrators, successors and assigns, and the benefits hereof shall inure to the benefit of the Bank and its successors and permitted assigns; provided, however, that the Borrower may not assign this Note in whole or in part without the Bank’s written consent and the Bank at any time may assign this Note in whole or in part.
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This Note has been delivered to and accepted by the Bank and will be deemed to be made in the State of New York. This Note will be interpreted and the rights and liabilities of the Bank and the Borrower determined in accordance with the laws of the State of New York, including without limitation the Electronic Transactions Act (or equivalent) in effect in the state of New York (or, to the extent controlling, the laws of the United States Of America, including without limitation the Electronic Signatures in Global and National Commerce Act). The Borrower hereby irrevocably consents to the exclusive jurisdiction of the courts of the State of New York sitting in New York City in the Borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof; provided that nothing contained in this Note will prevent the Bank from bringing any action, enforcing any award or judgment or exercising any rights against the Borrower individually, against any security or against any property of the Borrower within any other county, state or other foreign or domestic jurisdiction. The Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and the Borrower. The Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.
13.USA PATRIOT Act Notice. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each Borrower that opens an account. What this means: when the Borrower opens an account, the Bank will ask for the business name, business address, taxpayer identifying number and other information that will allow the Bank to identify the Borrower, such as organizational documents. For some businesses and organizations, the Bank may also need to ask for identifying information and documentation relating to certain individuals associated with the business or organization.
14.Representation by Counsel. The Borrower hereby represents that it has been represented by competent counsel of its choice, or has knowingly waived its right to use and retain counsel, in the negotiation and execution of this Note and the other Loan Documents; that it has read and fully understood the terms hereof; that the Borrower and any retained counsel have been afforded an opportunity to review, negotiate and modify the terms of this Note and the other Loan Documents; and that it intends to be bound hereby. In accordance with the foregoing, the general rule of construction to the effect that any ambiguities in a contract are to be resolved against the party drafting the contract shall not be employed in the construction and interpretation of this Note or any other Loan Document.
15.Counterparts; Electronic Signatures and Records. This Note and any other Loan Document may be signed in any number of counterpart copies and by the parties hereto on separate counterparts, but all such copies shall constitute one and the same instrument. Notwithstanding any other provision herein, the Borrower agrees that this Note, the Loan Documents, any amendments thereto, and any other information, notice, signature card, agreement or authorization related thereto (each, a “Communication”) may, at the Bank’s option, be in the form of an electronic record. Any Communication may, at the Bank’s option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention.
16.Conforming Changes; Benchmark Replacement Provisions. The Bank shall have the right to make any technical, administrative or operational changes from time to time that the Bank decides may be appropriate to reflect the adoption and implementation of SOFR or any other Benchmark (as defined below) or to permit the use and administration thereof by the Bank in a manner substantially consistent with market practice or in such other manner as the Bank decides is reasonably necessary. Notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such technical, administrative or operational changes will become effective without any further action or consent of the Borrower. The Bank shall provide notice to the Borrower of any such amendment reasonably promptly after such amendment becomes effective.
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If the applicable rate under this Note is based on a Benchmark and the Bank determines (which determination shall be final and conclusive) that (A) such Benchmark cannot be determined pursuant to its definition other than as a result of a Benchmark Transition Event (as defined below), or (B) any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impracticable for the Bank to make or maintain or fund loans based on that Benchmark, then the Bank shall give notice thereof to the Borrower. Thereafter, until the Bank notifies the Borrower that the circumstances giving rise to such determination no longer exist, the interest rate on all amounts outstanding under this Note shall be the Alternate Rate.
Notwithstanding anything to the contrary herein or in any other Loan Document, if the Bank determines (which determination shall be final and conclusive) that a Benchmark Transition Event has occurred with respect to a Benchmark, the Bank may amend this Note to replace such Benchmark with a Benchmark Replacement (as defined below); and any such amendment shall be in writing, shall specify the date that the Benchmark Replacement is effective and will not require any further action or consent of the Borrower. Until the Benchmark Replacement is effective, amounts bearing interest with reference to a Benchmark will continue to bear interest with reference to such Benchmark as long as such Benchmark is available, and otherwise such amounts automatically will bear interest at the Alternate Rate.
For purposes of this Section, the following terms have the meanings set forth below:
“Benchmark” means, at any time, any interest rate index then used in the determination of an interest rate under the terms of this Note. Once a Benchmark Replacement becomes effective under this Note, it is a Benchmark. The initial Benchmark under this Note is Daily SOFR.
“Benchmark Replacement” means, for any Benchmark, the sum of (a) an alternate benchmark rate and (b) an adjustment (which may be a positive or negative value or zero), in each case that has been selected by the Bank as the replacement for such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the official sector or any official sector-sponsored committee or working group, for U.S. dollar-denominated credit facilities at such time; provided that, if the Benchmark Replacement as determined pursuant to the foregoing would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Note and the other Loan Documents.
“Benchmark Transition Event” means a public statement or publication by or on behalf of the administrator of a Benchmark, the regulatory supervisor of such administrator, the Board of Governors of the Federal Reserve System, NYFRB, an insolvency official or resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that (a) such administrator has ceased or will cease to provide such Benchmark permanently or indefinitely, provided that at the time of such statement or publication there is no successor administrator that will continue to provide such Benchmark or (b) such Benchmark is or will no longer be representative.
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17.Unused Commitment Fee. Beginning on the last day of the each calendar quarter after the date of this Note and continuing on the last day of each calendar quarter thereafter until the Expiration Date, the Borrower shall pay an unused commitment fee (the “Unused Fee”) to the Bank, in arrears, at the rate of 0.20% per annum on the daily balance under this Note which is undisbursed and uncanceled on each day during such quarter; provided that, the Unused Fee shall not be payable in respect of any calendar quarter in which the daily principal amount outstanding under the Facility at the end of each day during such calendar quarter shall average an amount equal to or greater than fifty percent (50%) of the aggregate amount of the Facility (i.e., assuming a Facility of $225,000,000, an average principal balance outstanding at the end of each day in such calendar quarter of $112,500,000). The Unused Fee shall be computed on the basis of a year of 360 days and paid on the actual number of days elapsed. Borrower hereby authorizes and directs the Bank to charge the Borrower’s deposit account with the Bank for each Unused Fee on or after the date it is due.
18.Amendment and Restatement.  This Note amends and restates, and is in substitution for, that certain Revolving Line of Credit Note in the original principal amount of $85,000,000 payable to the Bank or its assigns and dated October 28, 2024 (the “Existing Note”).  However, without duplication, this Note shall in no way extinguish, cancel or satisfy Borrower’s unconditional obligation to repay all indebtedness evidenced by the Existing Note or constitute a novation of the Existing Note.  Nothing herein is intended to extinguish, cancel or impair the lien priority or effect of any security agreement, pledge agreement or mortgage (if any) with respect to any Obligor’s obligations hereunder and under any other document relating hereto.
19.WAIVER OF JURY TRIAL. THE BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS THE BORROWER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS NOTE OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
THE BORROWER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE WAIVER OF JURY TRIAL, AND HAS BEEN ADVISED BY COUNSEL AS NECESSARY OR APPROPRIATE.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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WITNESS the due execution hereof, as of the date first written above, with the intent to be legally bound hereby.
EVERCORE PARTNERS SERVICES EAST L.L.C.
By: /s/ Timothy LaLonde
Name: Timothy LaLonde
Title: Chief Financial Officer

    
EX-10.7 7 evr9302025ex107.htm EX-10.7 Document
Exhibit 10.7
Execution Version
Amended and Restated
Guaranty and Suretyship Agreement
THIS GUARANTY AND SURETYSHIP AGREEMENT (this “Guaranty”) is made and entered into as of this 10th day of July, 2025, by EVERCORE INC., EVERCORE LP and EVERCORE GROUP HOLDINGS L.P. (each a “Guarantor” and collectively, the “Guarantors”), with an address at 55 East 52nd Street, New York, NY 10055, in consideration of the extension of credit by PNC BANK, NATIONAL ASSOCIATION (the “Bank”), with an address at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, PA 15222, to EVERCORE PARTNERS SERVICES EAST L.L.C. (the “Borrower”), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.
1.Guaranteed Obligations.
(a)Each Guarantor hereby unconditionally guarantees, as a primary obligor, and becomes surety for (i) the prompt payment and performance of the Obligations and (ii) the prompt payment of all costs and expenses of the Bank (including reasonable attorneys’ fees and expenses) incurred in the documentation, negotiation, modification, enforcement, collection and otherwise in connection with the Obligations (collectively, the “Guaranteed Obligations”). As used herein, “Obligations” means all loans, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower to the Bank or to any other direct or indirect subsidiary of The PNC Financial Services Group, Inc., of any kind or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, whether or not (i) evidenced by any note, guaranty or other instrument, (ii) arising under any agreement, instrument or document, (iii) for the payment of money, (iv) arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, (v) under any interest rate, commodity or currency swap, future, option or other interest rate protection or similar transaction or agreement, (vi) under or by reason of any foreign currency transaction, forward, option or other similar transaction providing for the purchase of one currency in exchange for the sale of another currency, or in any other manner, (vii) arising out of overdrafts on deposit or other accounts or out of electronic funds transfers (whether by wire transfer or through automated clearing houses or otherwise) or out of the return unpaid of, or other failure of the Bank to receive final payment for, any check, item, instrument, payment order or other deposit or credit to a deposit or other account, or out of the Bank’s non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository or other similar arrangements, or (viii) arising from any amendments, extensions, renewals and increases of or to any of the foregoing.


(b)Notwithstanding anything to the contrary contained herein, the definition of “Obligations” shall specifically exclude any and all Excluded Swap Obligations. The foregoing limitation of the definition of Obligations shall only be deemed applicable to the obligations of a Guarantor under the particular Swap (or Swaps), or, if arising under a master agreement governing more than one Swap, the portion thereof, that constitute Excluded Swap Obligations. As used herein, (i) “Excluded Swap Obligations” means, with respect to each Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap if, and to the extent that, all or any portion of this Guaranty that relates to the obligations under such Swap is or becomes illegal as to such Guarantor under the Commodity Exchange Act (7 U.S.C.§1 et seq.), as amended from time to time, and any successor statute (the “CEA”), or any rule, regulation, or order of the Commodity Futures Trading Commission (the “CFTC”), by virtue of such Guarantor’s failure for any reason to qualify as an “eligible contract participant” (as defined in the CEA and regulations promulgated thereunder) on the Eligibility Date for such Swap; (ii) “Eligibility Date” means the date on which this Guaranty becomes effective with respect to the particular Swap (for the avoidance of doubt, the Eligibility Date shall be the date of the execution of the particular Swap if this Guaranty is then in effect, and otherwise it shall be the date of execution and delivery of this Guaranty); and (iii) “Swap” means any “swap” as defined in Section 1a(47) of the CEA and regulations thereunder between the Borrower and the Bank, other than (A) a swap entered into on, or subject to the rules of, a board of trade designated as a contract market under Section 5 of the CEA, or (B) a commodity option entered into pursuant to CFTC Regulation 32.3(a).
(c)If the Borrower defaults under any Obligations, the Guarantors will pay the Guaranteed Obligations due to the Bank.
2.Nature of Guaranty; Waivers. This is a guaranty of payment and performance, and not merely of collection and the Bank shall not be required or obligated, as a condition of the Guarantors’ liability, to make any demand upon or to pursue any of its rights against the Borrower, or to pursue any rights which may be available to it with respect to any other person who may be liable for the payment of the Obligations.
This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until all of the Obligations (other than contingent indemnification obligations for which no claim has been made) have been indefeasibly paid in full, and the Bank has terminated this Guaranty. This Guaranty will remain in full force and effect even if there is no principal balance outstanding under the Obligations at a particular time or from time to time. This Guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by the Bank of any other party, or any other guaranty or any security held by it for any of the Obligations, by any failure of the Bank to take any steps to perfect or maintain its lien or security interest in or to preserve its rights to any security or other collateral for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off, recoupment, deduction or defense based upon any claim either Guarantor may have (directly or indirectly) against the Borrower or the Bank, except payment or performance of the Obligations.
Notice of acceptance of this Guaranty, notice of extensions of credit to the Borrower from time to time, notice of default, diligence, presentment, notice of dishonor, protest, demand for payment, and any defense based upon the Bank’s failure to comply with the notice requirements under Sections 9-611 and 9-612 of the Uniform Commercial Code as in effect from time to time are hereby waived. The Guarantors waive all defenses based on suretyship or impairment of collateral.
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The Bank at any time and from time to time, without notice to or the consent of the Guarantors, and without impairing or releasing, discharging or modifying the Guarantors’ liabilities hereunder, may (a) change the manner, place, time or terms of payment or performance of or interest rates on, or other terms relating to, any of the Obligations; (b) renew, substitute, modify, amend or alter, or grant consents or waivers relating to any of the Obligations, any other guaranties, or any security for any Obligations or guaranties; (c) apply any and all payments by whomever paid or however realized including any proceeds of any collateral, to any Obligations of the Borrower in such order, manner and amount as the Bank may determine in its sole discretion; (d) settle, compromise or deal with any other person, including the Borrower or either Guarantor, with respect to any Obligations in such manner as the Bank deems appropriate in its sole discretion; (e) substitute, exchange or release any security or guaranty; or (f) take such actions and exercise such remedies hereunder as provided herein.
3.Repayments or Recovery from the Bank. If any demand is made at any time upon the Bank for the repayment or recovery of any amount received by it in payment or on account of any of the Obligations and if the Bank repays all or any part of such amount by reason of any judgment, decree or order of any court or administrative body or by reason of any settlement or compromise of any such demand, the Guarantors will be and remain liable hereunder for the amount so repaid or recovered to the same extent as if such amount had never been received originally by the Bank. The provisions of this section will be and remain effective notwithstanding any contrary action which may have been taken by the Guarantors in reliance upon such payment, and any such contrary action so taken will be without prejudice to the Bank’s rights hereunder and will be deemed to have been conditioned upon such payment having become final and irrevocable.
4.[Reserved].
5.Enforceability of Obligations. No modification, limitation or discharge of the Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of debtors under federal or state law will affect, modify, limit or discharge the Guarantors’ liability in any manner whatsoever and this Guaranty will remain and continue in full force and effect and will be enforceable against the Guarantors to the same extent and with the same force and effect as if any such proceeding had not been instituted. Each Guarantor waives all rights and benefits which might accrue to it by reason of any such proceeding and will be liable to the full extent hereunder, irrespective of any modification, limitation or discharge of the liability of the Borrower that may result from any such proceeding.
    3

6.Events of Default. The occurrence of any of the following shall be an “Event of Default”: (i) any Event of Default (as defined in any of the Loan Documents), including, without limitation, any “Event of Default” as defined in (x) the Loan Agreement and/or (y) the Note; (ii) the Borrower’s or any Guarantor’s failure to observe or perform any covenant or other agreement, under or contained in the Loan Agreement, the Note, this Guaranty or any other document now or in the future evidencing or securing any monetary debt or obligation of the Borrower or any Guarantor to the Bank in an aggregate principal amount in excess of $500,000 (other than those set forth in clause (i) above) and such failure shall continue unremedied for a period of thirty (30) days after the earlier of (a) written notice to the Borrower from the Bank and (b) a Responsible Officer of the Borrower or any Guarantor becoming aware of such failure, provided, however, that the thirty (30) day cure period contained in this clause (ii) shall not be deemed to apply if the Borrower or such Guarantor commits more than two (2) such breaches within any twelve (12) calendar month period; (iii) any warranty, representation or statement made by a Guarantor herein or furnished to the Bank by or on behalf of a Guarantor pursuant to any Loan Document or any other documents now or in the future evidencing or securing any monetary debt or obligation of the Borrower or any Guarantor to the Bank in an aggregate principal amount in excess of $500,000 is false, erroneous or misleading in any material respect (or, in the case of any such representation or warranty qualified as to materiality, in any respect) on and as of the date made or furnished; or (iv) the termination or attempted termination of this Guaranty by any Guarantor (other than in accordance with the terms hereof). Upon the occurrence of any Event of Default, (a) the Guarantors shall pay to the Bank the amount of the Guaranteed Obligations; or (b) on demand of the Bank, the Guarantors shall immediately deposit with the Bank, in U.S. dollars, all amounts due or to become due under the Guaranteed Obligations, and the Bank may at any time use such funds to repay the Obligations; or (c) the Bank in its discretion may exercise with respect to any collateral any one or more of the rights and remedies provided a secured party under the applicable version of the Uniform Commercial Code; or (d) the Bank in its discretion may exercise from time to time any other rights and remedies available to it at law, in equity or otherwise. As used herein, (i) “Loan Agreement” shall mean the Loan Agreement, dated as of October 28, 2024 (as amended by that certain Amendment to Loan Documents dated as of March 17, 2025, that certain Amendment to Loan Documents dated as of the date hereof, and as further amended, restated, amended and restated, supplemented or otherwise modified) between the Borrower and the Bank, as amended, supplemented, restated or otherwise modified from time to time; (ii) “Note” shall mean the Amended and Restated Revolving Line of Credit Note, dated the date hereof, in the original principal amount of $225,000,000, as amended, supplemented, restated, or otherwise modified from time to time, and (iii) “Loan Document” and “Responsible Officer” shall have the meanings assigned to such terms in the Loan Agreement.
7.Right of Setoff. In addition to all liens upon and rights of setoff against the Guarantors’ money, securities or other property given to the Bank by law, the Bank shall have, with respect to the Guarantors’ obligations to the Bank under this Guaranty and to the extent permitted by law, a contractual possessory security interest in and a contractual right of setoff against, and each Guarantor hereby grants to the Bank a security interest in, and hereby assigns, conveys, delivers, pledges and transfers to the Bank all of such Guarantor’s right, title and interest in and to, all of such Guarantor’s deposits, moneys, securities and other property now or hereafter in the possession of or on deposit with, or in transit to, the Bank or any other direct or indirect subsidiary of The PNC Financial Services Group, Inc., whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding, however, all IRA, Keogh, and trust accounts. Every such security interest and right of setoff may be exercised without demand upon or notice to the Guarantors. Every such right of setoff shall be deemed to have been exercised immediately upon the occurrence of an Event of Default hereunder without any action of the Bank, although the Bank may enter such setoff on its books and records at a later time.
8.[Reserved].
9.Costs. To the extent that the Bank incurs any costs or expenses in protecting or enforcing its rights under the Obligations or this Guaranty, including reasonable attorneys’ fees and the costs and expenses of litigation, such costs and expenses will be due on demand, will be included in the Guaranteed Obligations and will bear interest from the incurring or payment thereof at the Default Rate (as defined in any of the Obligations).
    4

10.Postponement of Subrogation. Until the Obligations are paid in full (other than contingent indemnification obligations for which no claim has been made) and any commitment by the Bank to extend any further loans or other extensions of credit to the Borrower are terminated, each Guarantor postpones and subordinates in favor of the Bank or its designee (and any assignee or potential assignee) any and all rights which such Guarantor may have to (a) assert any claim whatsoever against the Borrower based on subrogation, exoneration, reimbursement, or indemnity or any right of recourse to security for the Obligations with respect to payments made hereunder, and (b) any realization on any property of the Borrower, including participation in any marshalling of the Borrower’s assets.
11.Notices. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder (“Notices”) must be in writing (except as otherwise provided in this Guaranty) and will be effective upon receipt. Notices may be given in any manner to which the Bank and the Guarantors may separately agree, including electronic mail. Without limiting the foregoing, first-class mail, postage prepaid, electronic, facsimile transmission and commercial courier service are hereby agreed to as acceptable methods for giving Notices. In addition, the Bank and the Guarantors agree that Notices may be sent electronically to any electronic address provided by another party to the other from time to time. Regardless of the manner in which provided, Notices may be sent to addresses for the Bank and the Guarantors as set forth above or to such other address as either may give to the other for such purpose in accordance with this section.
12.Preservation of Rights. No delay or omission on the Bank’s part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will the Bank’s action or inaction impair any such right or power. The Bank’s rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Bank may have under other agreements, at law or in equity. The Bank may proceed in any order against the Borrower, any Guarantor or any other obligor of, or any collateral securing, the Obligations.
13.Illegality. If any provision contained in this Guaranty should be invalid, illegal or unenforceable in any respect, it shall not affect or impair the validity, legality and enforceability of the remaining provisions of this Guaranty.
14.Changes in Writing. No modification, amendment or waiver of, or consent to any departure by the Guarantors from, any provision of this Guaranty will be effective unless made in a writing signed by the Bank and the Guarantors, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Notwithstanding the foregoing, the Bank may modify this Guaranty for the purposes of completing missing content or correcting erroneous content, without the need for a written amendment, provided that the Bank shall send a copy of any such modification to the Guarantors (which notice may be given by electronic mail). No notice to or demand on the Guarantors will entitle the Guarantors to any other or further notice or demand in the same, similar or other circumstance.
    5

15.Entire Agreement. This Guaranty (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the Guarantors and the Bank with respect to the subject matter hereof; provided, however, that this Guaranty is in addition to, and not in substitution for, any other guarantees from any Guarantor to the Bank.
16.Successors and Assigns. This Guaranty will be binding upon and inure to the benefit of the Guarantors and the Bank and their respective heirs, executors, administrators, successors and permitted assigns; provided, however, that the Guarantors may not assign this Guaranty in whole or in part without the Bank’s prior written consent and the Bank at any time may assign this Guaranty in whole or in part in connection with any assignment permitted under any Loan Agreement.
17.Interpretation. In this Guaranty, unless the Bank and the Guarantors otherwise agree in writing, the singular includes the plural and the plural the singular; references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word “or” shall be deemed to include “and/or”, the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”; and references to sections or exhibits are to those of this Guaranty. Section headings in this Guaranty are included for convenience of reference only and shall not constitute a part of this Guaranty for any other purpose. If this Guaranty is executed by more than one party as Guarantor, the obligations of such persons or entities will be joint and several.
18.Anti-Corruption Laws and International Trade Laws; Anti-Money Laundering Laws; Certain Definitions.
18.1Representations and Warranties. Each Guarantor hereby makes the following representations and warranties, which shall be continuing in nature and remain in full force and effect until the Guaranteed Obligations are paid in full:
(i)Each Guarantor, and its directors and officers, and to the knowledge of the Borrower or any Guarantor, any employee or agent acting on behalf of any Guarantor: (a) is not a Sanctioned Person; (b) does not do any business in or with, or derive any of its operating income from direct or indirect investments in or transactions involving, any Sanctioned Jurisdiction or Sanctioned Person; and (c) is not in violation of, and has not, during the past five (5) years, directly or indirectly, taken any act that could cause any Guarantor to be in violation of, applicable International Trade Laws or Anti-Corruption Laws.
(ii)    There is no Blocked Property pledged by any Guarantor as Collateral.
18.2Affirmative Covenants. Each Guarantor agrees that until all Guaranteed Obligations have been paid in full and any commitments of the Bank to the Borrower have been terminated, the Guarantors shall (a) promptly notify the Bank in writing upon the occurrence of a Reportable Compliance Event; (b) promptly provide substitute Collateral to the Bank if, at any time, any Collateral pledged by any Guarantor becomes Blocked Property; and (c) conduct its business in compliance with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and International Trade Laws and maintain in effect policies and procedures reasonably designed to ensure compliance with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and International Trade Laws by each Guarantor, and its directors and officers, and any employee in connection with the Guaranteed Obligations.
    6

18.3Negative Covenants. Each Guarantor covenants and agrees that until all Guaranteed Obligations have been paid in full and any commitments of the Bank to the Borrower have been terminated, each Guarantor will not, without the Bank’s prior written consent, (I) do any of the following, nor permit any of its directors or officers or employees acting on behalf of any Guarantor in connection with the Guaranteed Obligations, nor such Guarantor’s subsidiaries to (a) become a Sanctioned Person; (b) directly or indirectly provide, use, or make available the proceeds of any loan or advance from the Bank (i) to fund any activities or business of, with, or for the benefit of any Person that, at the time of such funding or facilitation, is a Sanctioned Person, (ii) to fund or facilitate any activities or business of or in any Sanctioned Jurisdiction, (iii) in any manner that could result in a violation by any Person (including the Bank) of Anti-Corruption Laws, Anti-Money Laundering Laws or International Trade Laws or (iv) in violation of any applicable Law, including, without limitation, any applicable Anti-Corruption Law, Anti-Money Laundering Law or International Trade Law; (c) pay any Guaranteed Obligations with Blocked Property or funds derived from any unlawful activity; or (d) permit any Collateral pledged by any Guarantor to become Blocked Property; nor (II) directly or indirectly provide, use, or make available the proceeds of any loan or advance from the Bank to any subsidiary of a Guarantor that is not party to the loan agreement governing such loan or advance.
18.4Certain Definitions. As used herein:
“Anti-Corruption Laws” means (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended, (b) the U.K. Bribery Act 2010, as amended, and (c) any other applicable Law relating to anti-bribery or anti-corruption in any jurisdiction in which any Loan Party is located or doing business.
“Anti-Money Laundering Laws” means (a) the Bank Secrecy Act and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001; (b) the U.K. Proceeds of Crime Act 2002, the Money Laundering Regulations 2017, as amended and the Terrorist Asset-Freezing etc. Act 2010; and (c) any other applicable Law relating to anti-money laundering and countering the financing of terrorism in any jurisdiction in which any Loan Party is located or doing business.
“Blocked Property” means any property (a) owned, directly or indirectly, by a Sanctioned Person; (b) due to or from a Sanctioned Person; (c) in which a Sanctioned Person otherwise holds any interest; (d) located in a Sanctioned Jurisdiction; or (e) that otherwise could cause any violation by the Bank of any applicable International Trade Law if the Bank were to obtain an encumbrance on, lien on, pledge of, or security interest in such property, or provide services in consideration of such property.
“Collateral” means any collateral securing any debt, liabilities, or other obligations of any Loan Party to the Bank.
    7

“Compliance Authority” means (a) the United States government or any agency or political subdivision thereof, including, without limitation, the U.S. Department of State, the U.S. Department of the Treasury and its Office of Foreign Assets Control, and the U.S. Customs and Border Protection agency; (b) the government of Canada or any agency thereof; (c) the European Union or any agency thereof; (d) the government of the United Kingdom or any agency thereof; and (e) the United Nations Security Council.
“Covered Entity” means (a) the Borrower and each of the Borrower’s subsidiaries; (b) each Guarantor and any pledgor of Collateral; and (c) each Person that directly or indirectly controls a Person described in clause (a) or (b) above.
“International Trade Laws” means all Laws relating to economic and financial sanctions, trade embargoes, export controls, customs, and anti-boycott measures.
“Law” means any law(s) (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award, or any settlement arrangement, by agreement, consent or otherwise, of any Official Body, foreign or domestic.
“Loan Parties” means the Borrower and the Guarantors.
“Official Body” means the government of the United States of America or of any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Official Body, or other entity.
“Reportable Compliance Event” as used herein means (1) any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint, or similar charging instrument, arraigned, custodially detained, penalized or the subject of an assessment for a penalty, by, or enters into a settlement with an Official Body in connection with any Anti-Corruption Law, Anti-Money Laundering Law or International Trade Law, or any predicate crime to any Anti-Corruption Law, Anti-Money Laundering Law or International Trade Law; (2) any Covered Entity engages in a transaction that has caused or would cause the Bank to be in violation of any International Trade Law or Anti-Corruption Law, including a Covered Entity’s use of any proceeds of the Obligations guaranteed hereunder to directly or indirectly fund any activities or business of, with or for the benefit of any Sanctioned Person, or to fund or facilitate any activities or business of or in any Sanctioned Jurisdiction; (3) any Collateral qualifies as Blocked Property, or (4) any Covered Entity otherwise violates, or reasonably believes it will violate, any of the International Trade Law- or Anti-Corruption Law-specific representations and covenants herein.
    8

“Sanctioned Jurisdiction” means, at any time, a country, area, territory, or jurisdiction that is the subject or target of comprehensive U.S. sanctions.
“Sanctioned Person” means any Person (a) located in, organized under the laws of, or ordinarily resident in a Sanctioned Jurisdiction; (b) identified on any sanctions-related list maintained by any Compliance Authority; or (c) owned 50% or more, in the aggregate, directly or indirectly, by or controlled by one or more Persons described in clauses (a) or (b) above.
19.Indemnity. The Guarantors agree to indemnify each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Bank and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless from and against, any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of either Guarantor), in connection with or arising out of or relating to the matters referred to in this Guaranty, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Guarantor, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided, however, that the foregoing indemnity agreement shall not apply to any claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party’s gross negligence or willful misconduct. The indemnity agreement contained in this Section shall survive the termination of this Guaranty and assignment of any rights hereunder. The Guarantors may participate at their expense in the defense of any such action or claim.
20.Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the State of New York. THIS GUARANTY WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE BANK AND THE GUARANTORS DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION THE ELECTRONIC TRANSACTIONS ACT (OR EQUIVALENT) IN SUCH STATE (OR, TO THE EXTENT CONTROLLING, THE LAWS OF THE UNITED STATES OF AMERICA, INCLUDING WITHOUT LIMITATION THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT). Each Guarantor hereby irrevocably consents to the exclusive jurisdiction of the courts of the State of New York sitting in New York City in the Borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof; provided that nothing contained in this Guaranty will prevent the Bank from bringing any action, enforcing any award or judgment or exercising any rights against any Guarantor individually, against any security or against any property of any Guarantor within any other county, state or other foreign or domestic jurisdiction. Each Guarantor and the Bank agrees that the venue provided above is the most convenient forum for both the Bank and the Guarantors. Each Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty.
    9

21.Counterparts; Electronic Signatures and Records. This Guaranty may be signed in any number of counterpart copies and by the parties hereto on separate counterparts, but all such copies shall constitute one and the same instrument. Notwithstanding any other provision herein, each Guarantor agrees that this Guaranty, any amendments thereto and any other information, notice, signature card, agreement or authorization related thereto (each, a “Communication”) may, at the Bank’s option, be in the form of an electronic record. Any Communication may, at the Bank’s option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this section may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention.
22.Representation by Counsel. Each Guarantor hereby represents that it has been represented by competent counsel of its choice, or has knowingly waived its right to use and retain counsel, in the negotiation and execution of this Guaranty; that it has read and fully understood the terms hereof; that such Guarantor and any counsel retained by it has been afforded an opportunity to review, negotiate and modify the terms of this Guaranty; and that such Guarantor intends to be bound hereby. In accordance with the foregoing, the general rule of construction to the effect that any ambiguities in a contract are to be resolved against the party drafting the contract shall not be employed in the construction and interpretation of this Guaranty.
23.Amendment and Restatement. This Guaranty amends and restates, and is in substitution for, that certain Guaranty and Suretyship Agreement, dated as of October 28, 2024, made by the Existing Guarantors in favor of the Bank (the “Existing Guaranty”). However, without duplication, this Guaranty shall in no way extinguish, cancel or satisfy the Existing Guarantors’ unconditional obligations under the Existing Guaranty or constitute a novation of the Existing Guaranty. Nothing herein is intended to extinguish, cancel or impair the lien priority or effect of any security agreement, pledge agreement or mortgage (if any) with respect to any Guarantor’s obligations hereunder and under any other document relating hereto.
24.Waiver of Jury Trial. EACH GUARANTOR IRREVOCABLY WAIVES ANY AND ALL RIGHT SUCH GUARANTOR MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS GUARANTY, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS GUARANTY OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. EACH GUARANTOR ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
Each Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, including the waiver of jury trial, and has been advised by counsel as necessary or appropriate.
    10

WITNESS the due execution hereof, as of the date first written above, with the intent to be legally bound hereby.
EVERCORE INC.
By: /s/ Timothy LaLonde
Name: Timothy LaLonde
Title: Chief Financial Officer
EVERCORE LP
By: /s/ Timothy LaLonde
Name: Timothy LaLonde
Title: Chief Financial Officer
EVERCORE GROUP HOLDINGS L.P.
By: /s/ Timothy LaLonde
Name: Timothy LaLonde
Title: Authorized Signatory


    
EX-31.1 8 evr9302025ex311.htm EX-31.1 Document

Exhibit 31.1
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, John S. Weinberg, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Evercore Inc. (the "Registrant");
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 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 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, 2025
 
/ s /    JOHN S. WEINBERG
John S. Weinberg
Chief Executive Officer and Chairman


EX-31.2 9 evr9302025ex312.htm EX-31.2 Document

Exhibit 31.2
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Tim LaLonde, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Evercore Inc. (the "Registrant");
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 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 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, 2025
 
/ s /    TIM LALONDE
Tim LaLonde
Chief Financial Officer


EX-32.1 10 evr9302025ex321.htm EX-32.1 Document

Exhibit 32.1
Certification of the Chief Executive Officer
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 on Form 10-Q of Evercore Inc. (the "Company") as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John S. Weinberg, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; 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, 2025
 
/ s /    JOHN S. WEINBERG
John S. Weinberg
Chief Executive Officer and Chairman
 
* 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.


EX-32.2 11 evr9302025ex322.htm EX-32.2 Document

Exhibit 32.2
Certification of the Chief Financial Officer
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 on Form 10-Q of Evercore Inc. (the "Company") as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Tim LaLonde, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; 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, 2025
 
/ s /    TIM LALONDE
Tim LaLonde
Chief Financial Officer
 
* 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.