Form 8-K

8-K — WESTWOOD HOLDINGS GROUP INC

Accession: 0001165002-26-000059

Filed: 2026-11-05

Period: 2026-11-05

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-20261105.htm (Primary)

EX-99.1 (a3q26earningsrelease.htm)

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8-K

8-K (Primary)

Filename: whg-20261105.htm · Sequence: 1

whg-20261105

0001165002FALSE00011650022026-11-052026-11-05

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): November 5, 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 November 5, 2026, Westwood Holdings Group, Inc. (“Westwood”) announced its financial results for the quarter ended September 30, 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 January 4, 2027 to stockholders of record on December 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 November 5, 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: November 5, 2026

WESTWOOD HOLDINGS GROUP, INC.

By: /s/ Murray Forbes III

Murray Forbes III

Chief Financial Officer and Treasurer

EX-99.1

Filename: a3q26earningsrelease.htm · Sequence: 2

Document

Westwood Holdings Group, Inc. Reports Third Quarter 2026 Results

Launched PWRX, the first new ETF on the Texas Stock Exchange

Our ETF platform surpassed $430 million in assets

Closed $30 million in private capital commitments and nearly $200 million year-to-date

Defined contribution plan funded with over $450 million in SMidCap

Dallas, TX, November 5, 2026 – Westwood Holdings Group, Inc. (NYSE: WHG) today reported third quarter 2026 earnings. Significant items included:

▪Investment strategies beating their primary benchmarks included Select Equity, Multi-Asset Income, Real Estate Income and Tactical Growth SMA.

▪AllCap Value, Select Equity and Multi-Asset Income posted top quartile rankings vs. peers and Real Estate Income posted top decile rankings vs. peers.

▪Quarterly revenues totaled $26.6 million vs. $25.3 million in the second quarter and $24.3 million a year ago. Net income of $3.1 million compared with $1.5 million in the second quarter and $3.7 million in 2025's third quarter.

▪Non-GAAP Economic Earnings of $4.4 million compared with $3.0 million in the second quarter and $5.7 million in the third quarter of 2025.

▪Westwood held $65.0 million in cash and investments as of September 30, 2026. Westwood's stockholders' equity totaled $129.1 million.

▪We declared a cash dividend of $0.15 per common share, payable on January 4, 2027 to stockholders of record on December 1, 2026.

Brian Casey, Westwood’s CEO, commented, "We're proud of the progress we made this quarter, highlighted by the launch of our Enhanced Power and Infrastructure ETF (PWRX) as the first new ETF on the Texas Stock Exchange and our ETF platform surpassed $430 million in assets at quarter-end. With continued momentum in our private capital business and a robust pipeline across our Value, Managed Investment Solutions and Energy strategies, we believe Westwood is well positioned to deliver long-term value for clients and shareholders."

Firmwide assets under management and advisement totaled $17.1 billion, consisting of assets under management ("AUM") of $16.1 billion and assets under advisement ("AUA") of $1.0 billion.

Third quarter revenues exceeded the second quarter on higher private capital distributions, and continued growth from our ETFs and private energy secondaries funds. Third quarter net income of $3.1 million exceeded the second quarter's $1.5 million on higher revenues and unrealized gains on multiple private investments, offset by $1.7 million of one-time severance-related compensation expenses and higher income taxes. Diluted earnings per share ("EPS") of $0.34 compared to $0.17 for the second quarter. Non-GAAP Economic Earnings of $4.4 million, or $0.48 per share, compared with $3.0 million, or $0.33 per share, in the second quarter.

Third quarter revenues were higher than last year's third quarter due to continued growth in our ETFs and private energy secondaries funds, and private capital distributions. Third quarter net income of $3.1 million compared unfavorably to last year's third quarter income of $3.7 million due to $1.7 million of one-time severance-related compensation expenses, higher professional services expenses and higher

income taxes, offset by higher revenues and unrealized gains on multiple private investments. Diluted EPS of $0.34 compared with $0.41 for 2025's third quarter. Non-GAAP Economic Earnings were $4.4 million, or $0.48 per share, compared with $5.7 million, or $0.64 per share, in the third 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 third 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/BI60c545b809b742e49e56e3d2ba117f9f

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/ka62hjh7

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 quarters ended March 31, 2026, June 30, 2026 and September 30, 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

September 30, 2026 June 30, 2026 September 30, 2025

REVENUES:

Advisory fees:

Asset-based $ 19,202 $ 19,372 $ 18,887

Trust fees 5,567 5,372 5,416

Other, net 1,802 599 (14)

Total revenues 26,571 25,343 24,289

EXPENSES:

Employee compensation and benefits 15,572 14,189 13,286

Sales and marketing 735 643 633

Westwood funds 1,379 1,082 1,101

Information technology 2,713 2,742 2,893

Professional services 2,401 1,812 1,593

General and administrative 2,388 2,811 2,774

Total expenses 25,188 23,279 22,280

Net operating income 1,383 2,064 2,009

Net change in unrealized appreciation on private investments 2,883 — 1,932

Net investment income 324 266 459

Other income (expense) — (78) 292

Income before income taxes 4,590 2,252 4,692

Income tax provision 1,470 725 963

Net income $ 3,120 $ 1,527 $ 3,729

Less: income attributable to noncontrolling interest 3 8 30

Income attributable to Westwood Holdings Group, Inc. $ 3,117 $ 1,519 $ 3,699

Earnings per Westwood Holdings Group, Inc. share:

Basic $ 0.36 $ 0.18 $ 0.44

Diluted $ 0.34 $ 0.17 $ 0.41

Weighted average shares outstanding:

Basic 8,656,964 8,644,321 8,418,174

Diluted 9,192,363 9,079,971 8,941,347

Economic Earnings $ 4,402 $ 2,968 $ 5,714

Economic EPS $ 0.48 $ 0.33 $ 0.64

Dividends declared per share $ 0.15 $ 0.15 $ 0.15

WESTWOOD HOLDINGS GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share and share amounts)

(unaudited)

Nine Months Ended

September 30, 2026 September 30, 2025

REVENUES:

Advisory fees:

Asset-based $ 57,883 $ 54,573

Trust fees 16,257 15,914

Other, net 2,740 174

Total revenues 76,880 70,661

EXPENSES:

Employee compensation and benefits 46,931 41,259

Sales and marketing 2,038 2,050

Westwood funds 3,325 2,955

Information technology 8,091 8,264

Professional services 6,359 4,692

General and administrative 8,185 8,632

Total expenses 74,929 67,852

Net operating income 1,951 2,809

Realized gains on private investments 2,046 —

Net change in unrealized appreciation on private investments 2,868 1,932

Net investment income 883 1,185

Other income (expense) (78) 826

Income before income taxes 7,670 6,752

Income tax provision 2,241 1,515

Net income $ 5,429 $ 5,237

Less: income attributable to noncontrolling interest 11 41

Income attributable to Westwood Holdings Group, Inc. $ 5,418 $ 5,196

Earnings per share:

Basic $ 0.63 $ 0.62

Diluted $ 0.60 $ 0.59

Weighted average shares outstanding:

Basic 8,600,460 8,359,584

Diluted 9,105,334 8,846,168

Economic Earnings $ 10,217 $ 11,020

Economic EPS $ 1.12 $ 1.25

Dividends declared per share $ 0.45 $ 0.45

WESTWOOD HOLDINGS GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value and share amounts)

(unaudited)

September 30, 2026 December 31, 2025

ASSETS

Cash and cash equivalents $ 24,099 $ 26,249

Accounts receivable 15,539 16,751

Investments, at fair value (amortized cost of $21,516 and $19,923) 23,665 21,433

Investments under measurement alternative 17,189 15,697

Equity method investments 4,318 4,303

Other assets 7,999 7,501

Goodwill 39,501 39,501

Deferred income taxes 1,964 2,452

Operating lease right-of-use assets 9,298 9,676

Intangible assets, net 16,125 18,199

Property and equipment, net of accumulated depreciation of $8,933 and $8,952 3,074 536

Total assets $ 162,771 $ 162,298

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable and accrued liabilities $ 5,173 $ 7,584

Dividends payable 2,696 2,701

Compensation and benefits payable 10,991 13,626

Operating lease liabilities 13,295 10,171

Income taxes payable 402 1,493

Total liabilities 32,557 35,575

Stockholders’ Equity:

Common stock, $0.01 par value, authorized 25,000,000 shares, issued 12,580,572 and 12,337,758, respectively and outstanding 9,517,454 and 9,394,066, respectively 127 124

Additional paid-in capital 209,713 206,120

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

Retained earnings 10,155 8,983

Total Westwood Holdings Group, Inc. stockholders’ equity 129,095 125,615

Noncontrolling interest in consolidated subsidiary 1,119 1,108

Total equity 130,214 126,723

Total liabilities and stockholders’ equity $ 162,771 $ 162,298

WESTWOOD HOLDINGS GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

Nine Months Ended September 30,

2026 2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 5,429 $ 5,237

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation 313 376

Amortization of intangible assets 2,074 3,143

Net change in unrealized appreciation on investments (5,356) (1,840)

Realized gains on private investments (2,046) —

Stock-based compensation expense 3,596 3,925

Deferred income taxes 488 (312)

Non-cash lease expense 380 851

Loss on asset disposition 16 —

Changes in operating assets and liabilities:

Accounts receivable 1,212 (117)

Other assets (498) (867)

Accounts payable and accrued liabilities (2,411) (1,006)

Compensation and benefits payable (2,635) (2,115)

Income taxes payable (1,091) 1,216

Other liabilities 3,122 (949)

Net sales of equity investments 6,364 7,842

Contingent consideration — (4,442)

Net cash provided by operating activities 8,957 10,942

CASH FLOWS FROM INVESTING ACTIVITIES:

Sales of investments 4,827 —

Purchases of property and equipment (833) (82)

Purchases of leasehold improvements (2,035) —

Purchases of investments (11,867) (2,000)

Additions to internally developed software — (449)

Returns of capital from private capital investments 4,335 —

Net cash used in investing activities (5,573) (2,531)

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 (4,246) (4,118)

Net cash used in financing activities (5,534) (5,654)

NET CHANGE IN CASH AND CASH EQUIVALENTS (2,150) 2,757

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

Cash and cash equivalents, end of period $ 24,099 $ 21,604

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid during the period for income taxes $ 2,849 $ 609

Accrued dividends $ 2,696 $ 2,579

Right-of-use assets obtained in exchange for operating lease liabilities $ — $ 8,133

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. 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

September 30, 2026 June 30, 2026 September 30, 2025

Income attributable to Westwood Holdings Group, Inc. $ 3,117 $ 1,519 $ 3,699

Stock-based compensation expense 1,044 1,291 1,303

Intangible amortization 646 646 1,061

Tax benefit from goodwill amortization 136 136 136

Tax impact of adjustments to GAAP income (541) (624) (485)

Economic Earnings $ 4,402 $ 2,968 $ 5,714

Earnings per diluted share $ 0.34 $ 0.17 $ 0.41

Stock-based compensation expense 0.11 0.14 0.15

Intangible amortization 0.08 0.08 0.11

Tax benefit from goodwill amortization 0.01 0.01 0.02

Tax impact of adjustments to GAAP income (0.06) (0.07) (0.05)

Economic Earnings per diluted share $ 0.48 $ 0.33 $ 0.64

Diluted weighted average shares 9,192,363 9,079,971 8,941,347

Nine Months Ended

September 30, 2026 September 30, 2025

Income attributable to Westwood Holdings Group, Inc. $ 5,418 $ 5,196

Stock-based compensation expense 3,596 3,925

Intangible amortization 2,074 3,143

Tax benefit from goodwill amortization 408 396

Tax impact of adjustments to GAAP income (1,279) (1,640)

Economic Earnings $ 10,217 $ 11,020

Earnings per diluted share $ 0.60 $ 0.59

Stock-based compensation expense 0.39 0.44

Intangible amortization 0.23 0.37

Tax benefit from goodwill amortization 0.04 0.04

Tax impact of adjustments to GAAP income (0.14) (0.19)

Economic Earnings per diluted share $ 1.12 $ 1.25

Diluted weighted average shares 9,105,334 8,846,168

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Filename: R2.htm · Sequence: 9

v3.26.3

Cover

Nov. 05, 2026

Cover [Abstract]

Document Period End Date

Nov. 05, 2026

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WESTWOOD HOLDINGS GROUP, INC.

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Dallas

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