SEC Form 8-K filed by CBRE Group Inc

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 28, 2025

CBRE GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)

(214) 979-6100

(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:

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

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. ☐

This Current Report on Form 8-K is filed by CBRE Group, Inc., a Delaware corporation (the “Company”), in connection with the matters described herein.

Item 1.01 Entry into a Material Definitive Agreement.

On April 28, 2025, the Company and CBRE Services, Inc. (“Services”), a Delaware corporation and wholly-owned subsidiary of the Company, entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and NatWest Markets Securities Inc. on behalf of the several underwriters listed in Schedule A thereto, providing for the issuance and sale of $600,000,000 aggregate principal amount of 4.800% Senior Notes due 2030 (the “2030 Notes”) and $500,000,000 aggregate principal amount of 5.500% Senior Notes due 2035 (the “2030 Notes” and, together with the 2035 Notes, the “Notes”).

The Notes were offered pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-276141) filed with the Securities and Exchange Commission (the “SEC”), as supplemented by the prospectus supplement, dated April 28, 2025. The closing of the sale of the Notes is expected to occur on May 12, 2025 (the “Issue Date”), subject to customary closing conditions.

The Company intends to use the net proceeds from this offering to redeem Services’ 4.875% senior notes due 2026 (the “2026 Notes”), to repay borrowings under the Company’s commercial paper program and for other general corporate purposes.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the complete text of the Underwriting Agreement, attached as Exhibit 1.1 hereto.

The underwriters and their affiliates have in the past provided and from time to time in the future may provide the Company and its affiliates with certain commercial banking, financial advisory, investment banking and other services in the ordinary course of business, for which they have received and may receive customary payments of interest, fees and commissions.

Item 8.01 Other Events.

On April 28, 2025, Services delivered a notice of its intent to redeem (the “Redemption”) all of its outstanding 2026 Notes. The Redemption is conditioned on the closing of the sale of the Notes.

Services expects to redeem all of the outstanding 2026 Notes on May 28, 2025 (the “Redemption Date”). The redemption price for the 2026 Notes will be calculated pursuant to the following formula: the greater of (a) 100% of the principal amount of the 2026 Notes to be redeemed and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon to December 1, 2025 (not including any portions of payments of interest accrued as of the date of redemption), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined in the Fourth Supplemental Indenture, dated as of August 13, 2015 relating to the 2026 Notes, among Services, the Company and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee), and in the case of each of clauses (a) and (b), accrued and unpaid interest, if any, will be payable to, but excluding, the Redemption Date.

This Form 8-K does not constitute a notice of redemption with respect to the 2026 Notes.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following documents are attached as exhibits to this Current Report on Form 8-K:

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: This current report contains 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. These forward-looking statements include, but are not limited to, statements related to the closing of the sale of the Notes, the use of proceeds from the offering of the Notes, the 2026 Notes Redemption and future transactions between the Company and its affiliates and the underwriters and their respective affiliates. These forward-looking statements involve known and unknown risks, uncertainties and other factors discussed in the Company’s filings with the SEC. Any forward-looking statements speak only as of the date of this current report and, except to the extent required by applicable securities laws, the Company expressly disclaims any obligation to update or revise any of them to reflect actual results, any changes in expectations or any change in events. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements. For additional information concerning risks, uncertainties and other factors that may cause actual results to differ from those anticipated in the forward-looking statements, and risks to the Company’s business in general, please refer to its SEC filings, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

SIGNATURE

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