UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

_________________________________________________________________________________

FORM 8-K

_________________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): March 20, 2026~~ 1934

Date of Report (Date of earliest event reported): March 24, 2026

_________________________________________________________________________________

CBRE GROUP, INC.

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Delaware	001-32205	94-3391143
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
2121 North Pearl StreetSuite 300Dallas, Texas		75201
(Address of Principal Executive Offices)		(Zip Code)

_________________________________________________________________________________

(214) 979-6100

Delaware

001-32205

94-3391143

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2121 North Pearl Street

Suite 300

Dallas, TX

75201

(Address of principal executive offices)

(Zip Code)

(214)

979-6100

Registrant’s telephone number, including area code

Not Applicable

_____________________________________________________________________________

(Former name or former address, if changed since last report)

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

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

☐

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

☐

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

☐

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.01 par value per share

“CBRE”

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company, as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by 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. ☐

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		TradingSymbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share		“CBRE”		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

This Current Report on Form 8-K is filed by CBRE Group, Inc., a Delaware corporation (the “Company”), in connection with the matters described herein.

Item 5 7.~~02 Departure~~01 Regulation ofFD ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Disclosure.

~~Second~~The ~~Amended~~Company ~~and~~has ~~Restated~~recast ~~Change~~its inhistorical ~~Control~~financial ~~and~~information ~~Severance~~to ~~Plan~~reflect ~~for~~changes ~~Senior~~to ~~Management~~its financial reporting that took effect on January 1, 2026. These changes include:

On•MSR ~~March~~Adjustment. ~~20,~~Reclassifying ~~2026,~~amortization ~~the~~associated ~~Company’s~~with ~~board~~MSR of(mortgage ~~directors~~servicing ~~adopted~~rights) to net against the ~~Company’s~~related ~~Second~~revenue. ~~Amended~~GAAP ~~and~~requires ~~Restated~~that ~~Change~~MSR gains be recorded in ~~Control~~revenue upon origination and ~~Severance~~sale ~~Plan~~of ~~for~~related ~~Senior~~mortgage ~~Management~~loans. (These are non-cash gains reflecting the ~~“Second~~present ~~A&R~~value ~~Plan”)~~of estimated cash flows over the estimated mortgage servicing period. ~~The~~ ~~Second~~Historically, ~~A&R~~the ~~Plan~~corresponding ~~amends~~MSR ~~and~~intangible ~~restates~~assets were amortized through amortization expense over the ~~Company’s~~estimated ~~Amended~~mortgage ~~and~~service ~~Restated~~period. ~~Change~~We inare ~~Control~~making ~~and~~an ~~Severance~~adjustment ~~Plan~~to ~~for~~i) ~~Senior~~reclassify ~~Management~~MSR ~~(the~~amortization ~~“A&R~~from ~~Plan”~~amortization expense to net against MSR gains and ii) exclude the net impact of MSRs from our Non-GAAP measures.

~~The~~•Data ~~Second~~Center ~~A&R~~Services ~~Plan~~Transfer. ~~will~~Transferring bethe ~~effective~~data ascenter ofproject ~~March~~work ~~20,~~that ~~2026,~~is ~~provided~~integrated ~~that~~with toour ~~the~~Data ~~extent~~Center ~~any~~Services ~~modification~~facilities tomanagement ~~the~~business ~~A&R~~from ~~Plan~~the isProject ~~adverse~~Management segment to athe ~~participant~~Building inOperations ~~the A~~&R ~~Plan,~~Experience ~~such~~segment. ~~change~~Large-scale ~~will~~program ~~not~~management, ~~take~~project ~~effect~~management ~~with~~and ~~respect~~cost toconsulting ~~such~~for ~~participant~~data ~~until~~centers ~~March~~remains ~~20,~~in ~~2027~~the Project Management segment.

~~Cash~~•Critical ~~Severance~~Infrastructure Line of Business. Establishing a new business line to reflect the rapidly growing contributions of critical infrastructure to the Company’s financial performance. The new Critical Infrastructure Services business line encompasses data center technical infrastructure services and facilities management, as well as the technical services for critical power/cooling, renewable energy generation/storage and wireless/fiber networks performed by Pearce Services, acquired in November 2025. This business line generated approximately $1.7 billion of revenue in 2025.

~~The~~On Second A&R Plan reduces the multiplier that is applied to the applicable participant’s base salary and annual target bonus (the “Severance Multiple”) if outside the Change in Control Protection PeriodMarch 24, ~~as defined in the Second A&R Plan~~2026, ~~(A) from 2.0 to 1.5 for~~ the ~~“Tier I Participant,” which is the~~ Company’s ~~Chief~~posted ~~Executive~~on ~~Officer;~~its ~~(B)~~investor ~~from~~relations ~~1.5~~website ~~to 1.25 for any “Tier II Participant”, which includes all of~~ the ~~Company’s~~recast ~~current~~historical ~~executive~~financial ~~officers; and (C) from 1.0 to 0.75 for any “Tier III Participant.” If within the Change in Control Protection Period~~information, ~~then~~including ~~the~~revenue ~~multiplier~~by ~~that~~business isline ~~applied to the applicable participant’s base salary~~ and ~~annual~~segment ~~target~~operating ~~bonus will be (A) 2~~profit.0 ~~for~~The ~~the~~changes ~~“Tier~~had Ino ~~Participant;”~~impact ~~(B)~~on ~~1.5~~consolidated ~~for~~net ~~any~~income ~~“Tier II Participant;” and (C) 0.75~~ for any ~~“Tier~~period ~~III Participant~~presented.”

~~Pro~~The ~~Rated~~information ~~Annual~~included ~~Bonus~~in this Current Report on Form 8-K under this Item 7.01 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

The Second A&R Plan limits the annual bonus that may be pro-rated upon a Qualifying Termination (as defined in the Second A&R Plan) to 100% of the applicable participant’s target annual bonus, and pro-rates the annual bonus based on the number of days through such participant’s last day of active service (which would exclude any garden leave period that occurs prior to the date on which such participant’s employment terminates).Signature

Treatment of Time-Based Equity Awards

Upon a Qualifying Termination, the Second A&R Plan provides for partial accelerated vesting of a participant’s outstanding time-based equity awards based on the number of full months worked during the applicable vesting period, rather than the number of days worked during the applicable vesting period, through such participant’s last day of active service, plus a number of additional months that corresponds with such participant’s Severance Multiple (the “Equity Multiple”). The Second A&R Plan reduces the Equity Multiple (A) from 24 months to 18 months for the Tier I Participant; (B) from 18 months to 15 months for any Tier II Participant; and (C) from 12 months to 9 months for any Tier III Participant.

In addition, the Second A&R Plan provides for immediate settlement of any time-based restricted stock units for which vesting is accelerated under the Second A&R Plan, rather than the partially delayed settlement provided under the A&R Plan. The immediate settlement of accelerated time-based restricted stock units under the Second A&R Plan will not apply to time-based restricted stock units granted to a participant prior to March 20, 2026 if such participant became retirement eligible in accordance with the terms of the applicable time-based restricted stock units award prior to March 20, 2026.

Treatment of Performance-Based Equity Awards

Upon a Qualifying Termination, the Second A&R Plan provides that a pro-rated number of shares subject to a performance-based award will remain outstanding and eligible to vest in accordance with its original terms, with such pro-ration based on the number of full months worked during the applicable performance period (rather than

the number of days worked during the performance period) through such participant’s last day of active service, plus a number of additional months that corresponds with such participant’s Equity Multiple. The shares that remain outstanding pursuant to any such performance-based award will be settled on the original vesting date, rather than the partial delay of settlement under the A&R Plan.

Good Reason

The definition of “Good Reason” under the Second A&R Plan has been modified to (A) remove the trigger for a material adverse change outside the Change in Control Protection Period to the applicable participant’s duties or responsibilities and (B) clarify that a reduction to the applicable participant’s annual equity grant, as compared to such participant’s prior year annual equity grant, must be more than a 15% reduction to trigger such participant’s eligibility to resign for Good Reason under the Second A&R Plan.

Restrictive Covenants

Under the Second A&R Plan, the restricted period applicable to certain restrictive covenants has been amended to align with the reduced Severance Multiples and Equity Multiples as follows: (i) if outside the Change in Control Protection Period, (A) 18 months for the Tier I Participant; (B) 15 months for any Tier II Participant; and (C) 9 months for any Tier III Participant, and (ii) if within the Change in Control Protection Period, (A) 24 months for the Tier I Participant, (B) 18 months for any Tier II Participant, and (C) 9 months for any Tier III Participant. A non-competition covenant has also been added to the Second A&R Plan.

The above summary of the Second A&R Plan is qualified in its entirety by reference to the full text of the Second A&R Plan, a copy of which is attached to this report as Exhibit 10.1 hereto and incorporated in this Item 5.02 by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following documents are attached as exhibits to this Current Report on Form 8-K:

Exhibit No.		Exhibit Description
10.1		CBRE Group, Inc. Second Amended and Restated Change in Control and Severance Plan for Senior Management, including the form of Designation Letter.+
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

+ Denotes a management contract or compensatory arrangement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 23, 2026		CBRE GROUP, INC.
Date: March 24, 2026	CBRE GROUP, INC.
	By:	~~By:~~	/s/ ~~EMMA~~ANDREW ES. ~~GIAMARTINO~~HORN
			Emma E. Giamartino
			Andrew S. HornDeputy Chief Financial Officer (Principal Accounting Officer)
			Chief Financial Officer and Chief Investment Officer

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