Form 8-K

8-K — WESTWOOD HOLDINGS GROUP INC

Accession: 0001165002-26-000033

Filed: 2026-04-30

Period: 2026-04-30

CIK: 0001165002

SIC: 6282 (INVESTMENT ADVICE)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — whg-20260430.htm (Primary)

EX-99.1 (a1q26earningsrelease.htm)

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8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): April 30, 2026

______________________________________________________________________________________________________

WESTWOOD HOLDINGS GROUP, INC.

(Exact name of registrant as specified in charter)

______________________________________________________________________________________________________

Delaware 001-31234 75-2969997

(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)

of incorporation)

200 Crescent Court, Suite 1200

Dallas, Texas 75201

(Address of principal executive offices)

(214) 756-6900

(Registrant's telephone number, including area code)

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

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

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

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

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

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

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered

Common stock, par value $0.01 per share WHG New York Stock Exchange

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

Emerging growth company ¨

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

ITEM 2.02: RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 30, 2026, Westwood Holdings Group, Inc. (“Westwood”) announced its financial results for the quarter ended March 31, 2026, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1.

The information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

ITEM 7.01: REGULATION FD DISCLOSURE

Westwood announced today that its Board of Directors has approved the payment of a quarterly cash dividend of $0.15 per common share, payable on July 1, 2026 to stockholders of record on June 1, 2026.

ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS

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

Exhibit Number Description

99.1 Press Release Dated April 30, 2026

104 Cover Page Interactive Date File (embedded within the Inline XBRL document)

SIGNATURES

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

Date: April 30, 2026

WESTWOOD HOLDINGS GROUP, INC.

By: /s/ Murray Forbes III

Murray Forbes III

Chief Financial Officer and Treasurer

EX-99.1

Filename: a1q26earningsrelease.htm · Sequence: 2

Document

Westwood Holdings Group, Inc. Reports First Quarter 2026 Results

Assets Under Management grew to $18.3 billion, an increase of $0.8 billion

Enhanced Income Series™ ETFs surpassed $300 million and gained approval on its first major wirehouse platform

Westwood Energy Secondaries Fund II's final close exceeded $300 million in capital commitments

Institutional reported gross sales of $322 million, including our first institutional MIS client

Dallas, TX, April 30, 2026 – Westwood Holdings Group, Inc. (NYSE: WHG) today reported first quarter 2026 earnings. Significant items included:

▪Investment strategies beating their primary benchmarks included SMidCap, MidCap, Platinum, Select Equity, Dividend Select, Income Opportunity, Income SMA, Multi-Asset Income, Alternative Income, Tactical Growth and MLP SMA.

▪SMidCap, Select Equity, Dividend Select, Income Opportunity, Tactical Growth and MLP SMA posted top quartile rankings vs. peers.

▪Quarterly revenues totaled $25.0 million vs. $27.1 million in the fourth quarter and $23.3 million a year ago. Income of $0.8 million compared with $1.9 million in the fourth quarter and $0.5 million in 2025's first quarter.

▪Non-GAAP Economic Earnings of $2.8 million compared with $3.3 million in the fourth quarter and $2.5 million in the first quarter of 2025.

▪Westwood held $52.1 million in cash and investments as of March 31, 2026. Stockholders' equity totaled $125.0 million and we carry no debt.

▪We declared a cash dividend of $0.15 per common share, payable on July 1, 2026 to stockholders of record on June 1, 2026.

Brian Casey, Westwood’s CEO, commented, "The first quarter of 2026 reflects the continued evolution of Westwood's business. AUM grew to $18.3 billion, driven by strong momentum in our Energy and Real Assets strategies, the final close of Westwood Energy Secondaries Fund II at more than twice its original target, and our ETF platform surpassing $300 million in combined assets. The structural shift in client allocations toward income-oriented and private market solutions reinforces our conviction that Westwood's diversified platform is well-positioned for the environment ahead. We continue to invest in new solutions for our customers, incurring compensation expense ahead of expected returns from growth in AUM and revenue.”

Firmwide assets under management and advisement totaled $18.3 billion, consisting of assets under management ("AUM") of $17.3 billion and assets under advisement ("AUA") of $0.9 billion.

First quarter revenues were lower than the fourth quarter due to lower quarterly average AUM as well as fourth quarter recognition of performance fees for the prior year. First quarter net income of $0.8 million was lower than the fourth quarter's net income of $1.9 million on lower revenues and higher compensation expenses, offset by gains from our investment in a private bank and lower income taxes. Diluted earnings per share ("EPS") of $0.09 compared to $0.21 for the fourth quarter. Non-GAAP Economic Earnings of $2.8 million, or $0.31 per share, compared with $3.3 million, or $0.36 per share, in the fourth quarter.

First quarter revenues were higher than last year's first quarter due to solid growth in our business, reflected in higher average AUM and growth from our ETFs and private energy secondaries funds. First

quarter net income of $0.8 million compared favorably to last year's first quarter income of $0.5 million due to 2026's higher revenues and gains from our investment in a private bank, offset by higher compensation expenses. Diluted EPS of $0.09 compared with $0.05 for 2025's first quarter. Non-GAAP Economic Earnings were $2.8 million, or $0.31 per share, compared with $2.5 million, or $0.29 per share, in the first quarter of 2025.

Economic Earnings and Economic EPS are non-GAAP performance measures and are explained and reconciled with the most comparable GAAP numbers in the attached tables.

Westwood will host a conference call to discuss first quarter 2026 results and other business matters at 4:30 p.m. Eastern time today. To join the conference call, please register here:

https://register-conf.media-server.com/register/BIdb34b349c6fa4805b8602ecfcfffcf2e

After registering, you will be provided with a dial-in number containing a personalized PIN.

To view the webcast, please register here: https://edge.media-server.com/mmc/p/kxpx4oyr

Once registered, an email will be sent with important details for this conference call, as well as a unique Registrant ID.

ABOUT WESTWOOD HOLDINGS GROUP

Westwood Holdings Group (NYSE: WHG) is a boutique asset management firm that offers a diverse array of actively-managed and outcome-oriented investment strategies, along with white-glove trust and wealth services, to institutional, intermediary and private wealth clients. For over 40 years, Westwood’s client-first approach has fostered strong, long-term client relationships due to our unwavering commitment to delivering bespoke investment strategies with a vehicle-optimized approach, exceptional counsel and unparalleled client service. Our flexible and agile approach to investing allows us to adapt to constantly changing markets, while continually seeking innovative strategies that meet our investors’ short and long-term needs.

Our team at Westwood comes from varied backgrounds and life experiences, which reflects our origins as a woman-founded firm. We are committed to incorporating diverse insights and knowledge into all aspects of our services and solutions. Our culture and approach to our business reflect our core values - integrity, reliability, responsiveness, adaptability, teamwork and driving results - and underpin our constant pursuit of excellence.

For more information on Westwood, please visit westwoodgroup.com.

Forward-looking Statements

Statements in this press release that are not purely historical facts, including, without limitation, statements about our expected future financial position, results of operations or cash flows, as well as other statements including without limitation, words such as “anticipate,” “believe,” “expect,” “could,” and other similar expressions, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results and the timing of some events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including, without limitation: the composition and market value of our AUM and AUA; our ability to maintain our fee structure in light of competitive fee pressures; risks associated with actions of activist stockholders; distributions to our common stockholders have included and may in the future include a return of capital; inclusion of foreign company investments in our AUM; regulations adversely affecting the financial services industry; our ability to maintain effective cyber security; litigation risks; our ability to develop and market new investment strategies successfully; our reputation and our relationships with current and potential customers; our ability to attract and retain qualified personnel; our ability to perform operational tasks; our

ability to select and oversee third-party vendors; our dependence on the operations and funds of our subsidiaries; our ability to maintain effective information systems; our ability to prevent misuse of assets and information in the possession of our employees and third-party vendors, which could damage our reputation and result in costly litigation and liability for our clients and us; our stock is thinly traded and may be subject to volatility; competition in the investment management industry; our ability to avoid termination of client agreements and the related investment redemptions; the significant concentration of our revenues in a small number of customers; we have made and may continue to make business combinations as a part of our business strategy, which may present certain risks and uncertainties; our relationships with investment consulting firms; our ability to identify and execute on our strategic initiatives; our ability to declare and pay dividends; our ability to fund future capital requirements on favorable terms; our ability to properly address conflicts of interest; our ability to maintain adequate insurance coverage; our ability to maintain an effective system of internal controls; and the other risks detailed from time to time in Westwood’s SEC filings, including, but not limited to, its annual report on Form 10-K for the year ended December 31, 2025 and its quarterly report on Form 10-Q for the quarter ended March 31, 2026. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by law, Westwood is not obligated to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

# # # #

SOURCE: Westwood Holdings Group, Inc.

(WHG-G)

CONTACT:

Westwood Holdings Group, Inc.

Terry Forbes

Chief Financial Officer and Treasurer

(214) 756-6900

WESTWOOD HOLDINGS GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share and share amounts)

(unaudited)

Three Months Ended

March 31, 2026 December 31, 2025 March 31, 2025

REVENUES:

Advisory fees:

Asset-based $ 19,309 $ 20,149 $ 17,731

Performance-based — 874 —

Trust fees 5,318 5,646 5,429

Trust performance-based fees — 260 —

Other, net 339 172 92

Total revenues 24,966 27,101 23,252

EXPENSES:

Employee compensation and benefits 17,170 15,427 14,501

Sales and marketing 660 694 760

Westwood funds 864 1,303 897

Information technology 2,636 2,630 2,667

Professional services 2,146 2,225 1,613

General and administrative 2,986 2,658 2,882

Total expenses 26,462 24,937 23,320

Net operating income (loss) (1,496) 2,164 (68)

Realized gains on private investments 2,046 — —

Net change in unrealized depreciation on private investments (15) — —

Net investment income 293 470 383

Other income — 291 277

Income before income taxes 828 2,925 592

Income tax provision 46 1,085 115

Net income $ 782 $ 1,840 $ 477

Less: income (loss) attributable to noncontrolling interest — (23) (1)

Income attributable to Westwood Holdings Group, Inc. $ 782 $ 1,863 $ 478

Earnings per Westwood Holdings Group, Inc. share:

Basic $ 0.09 $ 0.22 $ 0.06

Diluted $ 0.09 $ 0.21 $ 0.05

Weighted average shares outstanding:

Basic 8,498,350 8,418,874 8,253,912

Diluted 9,041,922 9,003,337 8,781,743

Economic Earnings $ 2,847 $ 3,276 $ 2,514

Economic EPS $ 0.31 $ 0.36 $ 0.29

Dividends declared per share $ 0.15 $ 0.15 $ 0.15

WESTWOOD HOLDINGS GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value and share amounts)

(unaudited)

March 31, 2026 December 31, 2025

ASSETS

Cash and cash equivalents $ 23,413 $ 26,249

Accounts receivable 16,372 16,751

Investments, at fair value (amortized cost of $14,426 and $19,923) 15,584 21,433

Investments under measurement alternative 13,105 15,697

Equity method investments 4,254 4,303

Other assets 8,044 7,501

Goodwill 39,501 39,501

Deferred income taxes 2,492 2,452

Operating lease right-of-use assets 9,512 9,676

Intangible assets, net 17,417 18,199

Property and equipment, net of accumulated depreciation of $9,044 and $8,952 681 536

Total assets $ 150,375 $ 162,298

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable and accrued liabilities $ 5,642 $ 7,584

Dividends payable 2,488 2,701

Compensation and benefits payable 4,653 13,626

Operating lease liabilities 10,017 10,171

Income taxes payable 1,510 1,493

Total liabilities 24,310 35,575

Stockholders’ Equity:

Common stock, $0.01 par value, authorized 25,000,000 shares, issued 12,551,091 and 12,337,758, respectively and outstanding 9,487,973 and 9,394,066, respectively 126 124

Additional paid-in capital 207,379 206,120

Treasury stock, at cost – 3,063,118 and 2,986,692 shares, respectively (90,900) (89,612)

Retained earnings 8,352 8,983

Total Westwood Holdings Group, Inc. stockholders’ equity 124,957 125,615

Noncontrolling interest in consolidated subsidiary 1,108 1,108

Total equity 126,065 126,723

Total liabilities and stockholders’ equity $ 150,375 $ 162,298

WESTWOOD HOLDINGS GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

Three Months Ended March 31,

2026 2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 782 $ 477

Adjustments to reconcile net income to net cash used in operating activities:

Depreciation 101 132

Amortization of intangible assets 782 1,045

Net change in unrealized (appreciation) depreciation on investments (477) 80

Stock-based compensation expense 1,261 1,327

Deferred income taxes (40) (226)

Non-cash lease expense 164 296

Changes in operating assets and liabilities:

Accounts receivable 379 (1,608)

Other assets (522) (696)

Accounts payable and accrued liabilities (1,942) (464)

Compensation and benefits payable (8,973) (8,508)

Income taxes receivable and payable 17 109

Other liabilities (176) (381)

Net sales of equity investments 6,077 7,959

Contingent consideration — (4,442)

Net cash used in operating activities (2,567) (4,900)

CASH FLOWS FROM INVESTING ACTIVITIES:

Sales of investments 2,792 —

Purchases of property and equipment (246) (6)

Purchases of investments (200) (1,000)

Additions to internally developed software — (412)

Returns of capital from investments 298 —

Net cash provided by (used in) investing activities 2,644 (1,418)

CASH FLOWS FROM FINANCING ACTIVITIES:

Restricted stock returned for payment of taxes (1,288) (1,335)

Payment of contingent consideration in acquisition — (201)

Cash dividends (1,625) (1,575)

Net cash used in financing activities (2,913) (3,111)

NET CHANGE IN CASH AND CASH EQUIVALENTS (2,836) (9,429)

Cash and cash equivalents, beginning of period 26,249 18,847

Cash and cash equivalents, end of period $ 23,413 $ 9,418

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid during the period for income taxes $ 75 $ 232

Accrued dividends $ 2,488 $ 2,299

Right-of-use assets obtained in exchange for operating lease liabilities $ — $ 36

WESTWOOD HOLDINGS GROUP, INC.

Reconciliation of Income Attributable to Westwood Holdings Group, Inc. to Economic Earnings

(in thousands, except per share and share amounts)

(unaudited)

As supplemental information, we are providing non-GAAP performance measures that we refer to as Economic earnings and Economic earnings per share. We provide these measures in addition to, not as a substitute for, income attributable to Westwood Holdings Group, Inc. and earnings per share, which are reported on a GAAP basis. Our management and Board of Directors review Economic earnings and Economic earnings per share to evaluate our ongoing performance, allocate resources, and review our dividend policy. We believe that these non-GAAP performance measures, while not substitutes for GAAP income attributable to Westwood Holdings Group, Inc. or earnings per share, are useful for management and investors when evaluating our underlying operating and financial performance and our available resources. We do not advocate that investors consider these non-GAAP measures without also considering financial information prepared in accordance with GAAP.

We define Economic earnings as income attributable to Westwood Holdings Group, Inc. plus non-cash equity-based compensation expense, amortization of intangible assets and deferred taxes related to goodwill. Although depreciation on fixed assets is a non-cash expense, we do not add it back when calculating Economic earnings because depreciation charges represent an allocation of the decline in the value of the related assets that will ultimately require replacement. Although gains and losses from changes in the fair value of contingent consideration are non-cash, we do not add or subtract those back when calculating Economic earnings because gains and losses on changes in the fair value of contingent consideration are considered regular following an acquisition. In addition, we do not adjust Economic earnings for tax deductions related to restricted stock expense or amortization of intangible assets. Economic earnings per share represents Economic earnings divided by diluted weighted average shares outstanding.

Three Months Ended

March 31, 2026 December 31, 2025 March 31, 2025

Income attributable to Westwood Holdings Group, Inc. $ 782 $ 1,863 $ 478

Stock-based compensation expense 1,261 1,223 1,327

Intangible amortization 782 802 1,045

Tax benefit from goodwill amortization 136 136 124

Tax impact of adjustments to GAAP income (114) (748) (460)

Economic earnings $ 2,847 $ 3,276 $ 2,514

Earnings per share $ 0.09 $ 0.21 $ 0.05

Stock-based compensation expense 0.13 0.14 0.15

Intangible amortization 0.08 0.07 0.13

Tax benefit from goodwill amortization 0.02 0.02 0.01

Tax impact of adjustments to GAAP income (0.01) (0.08) (0.05)

Economic earnings per share $ 0.31 $ 0.36 $ 0.29

Diluted weighted average shares 9,041,922 9,003,337 8,781,743

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v3.26.1

Cover

Apr. 30, 2026

Cover [Abstract]

Document Period End Date

Apr. 30, 2026

Entity Registrant Name

WESTWOOD HOLDINGS GROUP, INC.

Entity Address, City or Town

Dallas

Entity Address, State or Province

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75201

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(214)

Local Phone Number

756-6900

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