Form 8-K

8-K — WESTWOOD HOLDINGS GROUP INC

Accession: 0001165002-26-000047

Filed: 2026-08-06

Period: 2026-08-06

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-20260806.htm (Primary)

EX-99.1 (a2q26earningsrelease.htm)

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8-K

8-K (Primary)

Filename: whg-20260806.htm · Sequence: 1

whg-20260806

0001165002FALSE00011650022026-08-062026-08-06

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): August 6, 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 August 6, 2026, Westwood Holdings Group, Inc. (“Westwood”) announced its financial results for the quarter ended June 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 October 1, 2026 to stockholders of record on September 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 August 6, 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: August 6, 2026

WESTWOOD HOLDINGS GROUP, INC.

By: /s/ Murray Forbes III

Murray Forbes III

Chief Financial Officer and Treasurer

EX-99.1

Filename: a2q26earningsrelease.htm · Sequence: 2

Document

Westwood Holdings Group, Inc. Reports Second Quarter 2026 Results

Private Capital platform surpassed $500 million in assets

Managed Investment Solutions flows reached $350 million

Dallas, TX, August 6, 2026 – Westwood Holdings Group, Inc. (NYSE: WHG) today reported second quarter 2026 earnings. Significant items included:

▪Investment strategies beating their primary benchmarks included Enhanced Balanced, Alternative Income, Real Estate Income, MLP & Energy Infrastructure, Enhanced Midstream Income and Enhanced Energy Income.

▪MLP & Energy Infrastructure, Enhanced Balanced and Enhanced Midstream Income posted top quartile rankings vs. peers and Real Estate Income posted top decile rankings vs. peers.

▪Quarterly revenues totaled $25.3 million vs. $25.0 million in the first quarter and $23.1 million a year ago. Net income of $1.5 million compared with $0.8 million in the first quarter and $1.0 million in 2025's second quarter.

▪Non-GAAP Economic Earnings of $3.0 million compared with $2.8 million in both the first quarter and in the second quarter of 2025.

▪Westwood held $56.5 million in cash and investments as of June 30, 2026. Westwood's stockholders' equity totaled $126.3 million.

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

Brian Casey, Westwood’s CEO, commented, "We're very proud of the momentum we built this quarter, highlighted by our ETF platform surpassing $400 million in assets and our Private Capital platform surpassing $500 million, alongside continued strength across our Multi-Asset and Wealth Team strategies. With our Private Capital business growing, our Managed Investment Solutions pipeline expanding, and the upcoming listing of our PWRX ("Power-X") ETF on the Texas Stock Exchange, we believe Westwood is well positioned to continue delivering long-term value for clients and shareholders as we mark our 24th anniversary as a public company."

Firmwide assets under management and advisement totaled $17.9 billion, consisting of assets under management ("AUM") of $17.0 billion and assets under advisement ("AUA") of $1.0 billion.

Second quarter revenues were consistent with the first quarter. Second quarter net income of $1.5 million exceeded the first quarter's net income of $0.8 million on lower compensation expenses, offset by higher income taxes and first quarter recognition of gains from our investment in a private bank. Diluted earnings per share ("EPS") of $0.17 compared to $0.09 for the first quarter. Non-GAAP Economic Earnings of $3.0 million, or $0.33 per share, compared with $2.8 million, or $0.31 per share, in the first quarter.

Second quarter revenues were higher than last year's second quarter due to continued growth in our business, particularly from our ETFs and private energy secondaries funds. Second quarter net income of $1.5 million compared favorably to last year's second quarter income of $1.0 million due to higher revenues, partially offset by higher compensation and professional services expenses, and higher income taxes. Diluted EPS of $0.17 compared with $0.12 for 2025's second quarter. Non-GAAP Economic

Earnings were $3.0 million, or $0.33 per share, compared with $2.8 million, or $0.32 per share, in the second 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 second 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/BI1a2ac991c5be418d80e390f6c45a05ca

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/qpuoane3

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 and June 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

June 30, 2026 March 31, 2026 June 30, 2025

REVENUES:

Advisory fees:

Asset-based $ 19,372 $ 19,309 $ 17,955

Trust fees 5,372 5,318 5,069

Other, net 599 339 96

Total revenues 25,343 24,966 23,120

EXPENSES:

Employee compensation and benefits 14,189 17,170 13,472

Sales and marketing 643 660 657

Westwood funds 1,082 864 957

Information technology 2,742 2,636 2,704

Professional services 1,812 2,146 1,486

General and administrative 2,811 2,986 2,976

Total expenses 23,279 26,462 22,252

Net operating income (loss) 2,064 (1,496) 868

Realized gains on private investments — 2,046 —

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

Net investment income 266 293 343

Other income (expense) (78) — 257

Income before income taxes 2,252 828 1,468

Income tax provision 725 46 437

Net income $ 1,527 $ 782 $ 1,031

Less: income attributable to noncontrolling interest 8 — 12

Income attributable to Westwood Holdings Group, Inc. $ 1,519 $ 782 $ 1,019

Earnings per Westwood Holdings Group, Inc. share:

Basic $ 0.18 $ 0.09 $ 0.12

Diluted $ 0.17 $ 0.09 $ 0.12

Weighted average shares outstanding:

Basic 8,644,321 8,498,350 8,404,859

Diluted 9,079,971 9,041,922 8,813,606

Economic Earnings $ 2,968 $ 2,847 $ 2,792

Economic EPS $ 0.33 $ 0.31 $ 0.32

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)

Six Months Ended

June 30, 2026 June 30, 2025

REVENUES:

Advisory fees:

Asset-based $ 38,681 $ 35,686

Trust fees 10,690 10,498

Other, net 938 188

Total revenues 50,309 46,372

EXPENSES:

Employee compensation and benefits 31,359 27,973

Sales and marketing 1,303 1,417

Westwood funds 1,946 1,854

Information technology 5,378 5,371

Professional services 3,958 3,099

General and administrative 5,797 5,858

Total expenses 49,741 45,572

Net operating income 568 800

Realized gains on private investments 2,046 —

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

Net investment income 559 726

Other income (expense) (78) 534

Income before income taxes 3,080 2,060

Income tax provision 771 552

Net income $ 2,309 $ 1,508

Less: income attributable to noncontrolling interest 8 11

Income attributable to Westwood Holdings Group, Inc. $ 2,301 $ 1,497

Earnings per share:

Basic $ 0.27 $ 0.18

Diluted $ 0.25 $ 0.17

Weighted average shares outstanding:

Basic 8,571,739 8,329,803

Diluted 9,061,350 8,798,092

Economic Earnings $ 5,815 $ 5,306

Economic EPS $ 0.64 $ 0.60

Dividends declared per share $ 0.30 $ 0.30

WESTWOOD HOLDINGS GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value and share amounts)

(unaudited)

June 30, 2026 December 31, 2025

ASSETS

Cash and cash equivalents $ 22,616 $ 26,249

Accounts receivable 16,150 16,751

Investments, at fair value (amortized cost of $18,541 and $19,923) 19,607 21,433

Investments under measurement alternative 14,305 15,697

Equity method investments 4,195 4,303

Other assets 7,405 7,501

Goodwill 39,501 39,501

Deferred income taxes 2,382 2,452

Operating lease right-of-use assets 9,296 9,676

Intangible assets, net 16,771 18,199

Property and equipment, net of accumulated depreciation of $8,824 and $8,952 3,147 536

Total assets $ 155,375 $ 162,298

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable and accrued liabilities $ 4,444 $ 7,584

Dividends payable 2,597 2,701

Compensation and benefits payable 8,186 13,626

Operating lease liabilities 12,408 10,171

Income taxes payable 286 1,493

Total liabilities 27,921 35,575

Stockholders’ Equity:

Common stock, $0.01 par value, authorized 25,000,000 shares, issued 12,606,270 and 12,337,758, respectively and outstanding 9,543,152 and 9,394,066, respectively 127 124

Additional paid-in capital 208,669 206,120

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

Retained earnings 8,442 8,983

Total Westwood Holdings Group, Inc. stockholders’ equity 126,338 125,615

Noncontrolling interest in consolidated subsidiary 1,116 1,108

Total equity 127,454 126,723

Total liabilities and stockholders’ equity $ 155,375 $ 162,298

WESTWOOD HOLDINGS GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

Six Months Ended June 30,

2026 2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 2,309 $ 1,508

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

Depreciation 187 257

Amortization of intangible assets 1,428 2,082

Net change in unrealized (appreciation) depreciation on investments (1,131) 137

Realized gains on private investments (2,046) —

Stock-based compensation expense 2,552 2,622

Deferred income taxes 70 (112)

Non-cash lease expense 380 694

Loss on asset disposition 16 —

Changes in operating assets and liabilities:

Accounts receivable 601 (878)

Other assets 96 (296)

Accounts payable and accrued liabilities (3,140) (1,139)

Compensation and benefits payable (5,440) (5,205)

Income taxes payable (1,207) 128

Other liabilities 2,212 (795)

Net sales of equity investments 6,130 7,842

Contingent consideration — (4,442)

Net cash provided by operating activities 3,017 2,403

CASH FLOWS FROM INVESTING ACTIVITIES:

Sales of investments 4,827 —

Purchases of property and equipment (780) (6)

Purchases of leasehold improvements (2,035) —

Purchases of investments (6,952) (1,000)

Additions to internally developed software — (449)

Returns of capital from private capital investments 2,525 —

Net cash used in investing activities (2,415) (1,455)

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 (2,947) (2,856)

Net cash used in financing activities (4,235) (4,392)

NET CHANGE IN CASH AND CASH EQUIVALENTS (3,633) (3,444)

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

Cash and cash equivalents, end of period $ 22,616 $ 15,403

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid during the period for income taxes $ 1,911 $ 535

Accrued dividends $ 2,597 $ 2,430

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

June 30, 2026 March 31, 2026 June 30, 2025

Income attributable to Westwood Holdings Group, Inc. $ 1,519 $ 782 $ 1,019

Stock-based compensation expense 1,291 1,261 1,295

Intangible amortization 646 782 1,037

Tax benefit from goodwill amortization 136 136 136

Tax impact of adjustments to GAAP income (624) (114) (695)

Economic earnings $ 2,968 $ 2,847 $ 2,792

Earnings per share $ 0.17 $ 0.09 $ 0.12

Stock-based compensation expense 0.14 0.13 0.15

Intangible amortization 0.08 0.08 0.11

Tax benefit from goodwill amortization 0.01 0.02 0.02

Tax impact of adjustments to GAAP income (0.07) (0.01) (0.08)

Economic earnings per share $ 0.33 $ 0.31 $ 0.32

Diluted weighted average shares 9,079,971 9,041,922 8,813,606

Six Months Ended

June 30, 2026 June 30, 2025

Income attributable to Westwood Holdings Group, Inc. $ 2,301 $ 1,497

Stock-based compensation expense 2,552 2,622

Intangible amortization 1,428 2,082

Tax benefit from goodwill amortization 272 260

Tax impact of adjustments to GAAP income (738) (1,155)

Economic earnings $ 5,815 $ 5,306

Earnings per share $ 0.25 $ 0.17

Stock-based compensation expense 0.28 0.30

Intangible amortization 0.16 0.23

Tax benefit from goodwill amortization 0.03 0.03

Tax impact of adjustments to GAAP income (0.08) (0.13)

Economic earnings per share $ 0.64 $ 0.60

Diluted weighted average shares 9,061,350 8,798,092

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Filename: R2.htm · Sequence: 9

v3.26.1

Cover

Aug. 06, 2026

Cover [Abstract]

Document Period End Date

Aug. 06, 2026

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WESTWOOD HOLDINGS GROUP, INC.

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Dallas

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75201

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(214)

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756-6900

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