UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1029, 2025

EVERCORE INC.

(Exact Name of Registrant as specified in its charter)

Delaware

001-32975

20-4748747

(State or other jurisdiction
of incorporation)

(Commission

File No.)

(IRS Employer
Identification No.)

55 East 52nd Street

New York, New York 10055

(Address of principal executive offices)

(212) 857-3100

(Registrant’s telephone number, including area code)

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	Trading Symbol(s)	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 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. ☐

Item 13.0102. ~~Entry~~Unregistered ~~into~~Sales aof ~~Material~~Equity ~~Definitive Agreement~~Securities.

~~Private~~On ~~Placement~~July 29, 2025, Evercore LP, a subsidiary of ~~Senior~~Evercore ~~Notes~~Inc. (the “Company”), entered into a definitive agreement to acquire Robey Warshaw, a highly successful independent advisory firm headquartered in the United Kingdom. The transaction, which is expected to close at the beginning of the fourth quarter 2025, is subject to customary closing conditions and will involve the issuance of shares of the Company’s class A common stock (“Common Stock”).

OnIn ~~July 10,~~consideration ~~2025,~~of ~~Evercore Inc. (~~the ~~“Issuer”)~~acquisition ~~entered~~of ~~into~~Robey aWarshaw, ~~note~~the ~~purchase~~definitive agreement (provides for the ~~“Note~~following ~~Purchase~~consideration: ~~Agreement”~~(i) upfront ~~among~~consideration ~~the~~of ~~Issuer~~£146,062,500, ~~and~~of ~~the~~which ~~purchasers party thereto~~£71,250,000 ~~pursuant~~is topayable ~~which~~at ~~the~~closing ~~Issuer~~in ~~will~~Common ~~issue~~Stock ~~$125~~and £74,~~000~~812,~~000~~500 ~~aggregate~~is ~~principal~~payable ~~amount~~on the first anniversary of ~~5.17%~~closing ~~Series~~(in KCommon ~~senior~~Stock ~~notes~~and/or ~~due~~cash ~~2030~~as ~~(the~~agreed ~~“Series~~between Kthe ~~Notes”~~parties), ~~and~~which corresponds to approximately $~~125~~196 million,~~000,000~~ ofwith ~~5.47%~~$96 million ~~Series~~payable Lat ~~senior~~Closing ~~notes~~and ~~due~~$100 million ~~2032~~payable (on the ~~“Series~~first Lanniversary ~~Notes”~~of closing, and ~~together~~(ii) potential ~~with~~contingent consideration based on the ~~Series~~achievement Kof ~~Notes,~~certain ~~the~~performance ~~“Notes”)~~thresholds onover ~~July 24~~a multi-year period, ~~2025~~which if earned will be paid in aCommon ~~private~~Stock ~~placement~~and/or ~~exempt~~cash ~~from~~as ~~registration~~agreed ~~under~~between the ~~Securities~~parties, ~~Act~~and which will be payable on various dates between closing and shortly following the sixth anniversary of closing.

~~Interest~~To onthe extent that the ~~Notes~~Company ~~will~~issues beany ~~payable~~shares ~~semi-annually~~of inCommon ~~arrears~~Stock, onthe ~~April 30~~Company ~~and~~expects ~~October 30~~to offile ~~each~~a ~~year,~~Current ~~commencing~~Report on ~~October 30,~~Form ~~2025.~~8-K ~~Interest~~or onotherwise ~~the~~disclose ~~Notes~~in ~~will~~its ~~accrue~~quarterly ~~from~~or ~~and~~annual ~~including~~reports ~~July 24,~~on ~~2025.~~Form ~~The~~10-Q ~~Series~~or 10-K, ~~Notes~~as ~~will~~applicable, ~~mature on July 24~~disclosing, ~~2030~~among ~~and~~other things, the ~~Series~~number Lof ~~Notes~~shares ~~will~~of ~~mature~~Common onStock ~~July 24,~~actually ~~2032~~issued. ~~The~~Any ~~Issuer~~such ~~intends~~issuance towill ~~use~~be amade ~~portion~~in ofreliance ~~the~~on ~~net~~an ~~proceeds~~exemption from ~~the~~registration ~~issue~~provided ~~and~~by ~~sale~~Section 4(a)(2) of the ~~Notes~~Securities toAct ~~repay~~of ~~maturing~~1933, ~~notes~~as inamended. ~~the~~The ~~next~~Company ~~twelve~~has ~~months~~agreed ~~issued~~to ~~under~~file ~~prior~~a ~~note~~registration ~~purchase~~statement ~~agreements.~~(or ~~The~~an ~~remaining~~amendment ~~net~~or ~~proceeds~~supplement ~~will~~to bean ~~used~~existing ~~for~~registration ~~general~~statement) ~~corporate~~registering ~~purposes~~any such shares of Common Stock for resale.

~~The~~Item ~~Note Purchase Agreement contains certain covenants, including (i) a Maximum Consolidated Leverage Ratio (as defined in the Note Purchase Agreement) of 2~~7.~~75 to 1~~01.0 asRegulation ofFD the last day of any period of four consecutive fiscal quarters and (ii) a Minimum Consolidated Tangible Net Worth (as defined in the Note Purchase Agreement) of $325,000,000 as of the last day of any fiscal quarter, and other customary covenants. Disclosure

~~The~~On ~~Note~~July 30, ~~Purchase~~2025, ~~Agreement~~the ~~also~~Company ~~provides~~issued ~~for~~a ~~customary~~press ~~events~~release announcing the entry into the definitive agreement to acquire Robey Warshaw. A copy of ~~default~~the ~~which,~~press ifrelease ~~any~~is ~~occurs~~furnished as Exhibit 99.1 hereto. The information contained in this Item 7.01 and Exhibit 99.1 is ~~continuing~~being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, ~~could~~as ~~permit~~amended (the “Exchange Act”), or ~~require~~otherwise subject to the ~~principal~~liabilities under Section 18 of ~~and~~the ~~premium,~~Exchange ifAct. ~~any~~Furthermore, ~~and~~the ~~interest~~information oncontained ~~the~~in ~~Notes~~this toItem ~~become~~7.01 orand Exhibit 99.1 shall not be deemed to be ~~declared~~incorporated ~~due~~by ~~and~~reference ~~payable~~into ~~immediately~~the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

The foregoing description of the Note Purchase Agreement and the Notes does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Note Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
ExhibitNo.		Description
4.1		Form of 5.17% Series K senior notes due July 24, 2030 (included in Exhibit 10.1)
99.1		Press Release issued by Evercore Inc., dated July 30, 2025
4.2		Form of 5.47% Series L senior notes due July 24, 2032 (included in Exhibit 10.1)
10.1		Form of Note Purchase Agreement, dated July 10, 2025, among Evercore Inc. and the purchasers party thereto.
104		Cover page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

EVERCORE INC.

Date: July 11, 2025

Date: July 30, 2025

/s/ Jason Klurfeld

Jason Klurfeld

General Counsel

Filing Compare · Evercore Inc.