MACKAY MICHELLE 4

What Happened
Michelle Mackay, CEO of Cushman & Wakefield Ltd. (CWK), converted 202,877 performance-based restricted stock units (derivative exercise, code M) on Feb 25, 2026. Of those shares, 112,191 were withheld/disposed to satisfy tax withholding (code F) at $13.76 per share, totaling $1,543,748. The net new shares delivered to her were 90,686 (202,877 acquired − 112,191 withheld). The underlying awards vested based on performance for the 2023–2025 period.

Key Details

• Transaction date: 2026-02-25; Form filed: 2026-02-27 (timely filing).
• Conversion (M): 202,877 shares acquired at $0.00 (reflects vesting of RSUs).
• Tax withholding (F): 112,191 shares disposed/withheld at $13.76 = $1,543,748.
• Net new shares received: 90,686.
• Footnote: Vesting per Fourth Amended & Restated 2018 Omnibus Management Share and Cash Incentive Plan based on 2023–2025 performance targets (F1).
• Shares owned after transaction: total beneficial ownership not specified in the Form 4 (see filing for full holdings).

Context

• This was a conversion/vesting of performance-based RSUs (not an open-market buy or a voluntary sale). The withholding of shares to cover taxes is routine and does not necessarily signal a trading decision.
• Exercise price of $0.00 and the footnote confirm these were earned RSUs rather than stock options.