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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-276141

PROSPECTUS SUPPLEMENT

(To prospectus dated December 19, 2023)

$1,000,000,000

\n\n\n $\"LOGO\"$ \n

CBRE Services, Inc.

5.650% Senior Notes due 2032

5.900% Senior Notes due 2037

We are offering $500,000,000 aggregate principal amount of 5.650% Senior Notes due 2032 (the “2032 notes”) and $500,000,000 aggregate\nprincipal amount of 5.900% Senior Notes due 2037 (the “2037 notes” and, together with the 2032 notes, the “notes”). The 2032 notes and the 2037 notes are each referred to herein as a series of notes.

We will pay interest on each series of notes semi-annually in arrears on January 15 and July 15 of each year, beginning January 15, 2027. The\n2032 notes will mature on January 15, 2032 and the 2037 notes will mature on January 15, 2037.

We may redeem any series of notes, in whole or in\npart, at any time or from time to time at the redemption prices described under the heading “Description of the Notes—Optional Redemption” in this prospectus supplement. Upon the occurrence of a Change of Control Triggering Event\n(as defined in this prospectus supplement) with respect to a series of notes, we may be required to offer to purchase the notes of such series from the holders thereof as described under the caption “Description of the Notes—Change of\nControl Triggering Event.”

As of the issue date of the notes, the notes will be fully and unconditionally guaranteed on a senior unsecured basis by\nCBRE Group, Inc. (“Parent”). After the issue date, certain of our subsidiaries will be required to fully and unconditionally guarantee the notes on a senior unsecured basis if such subsidiaries guarantee other of our indebtedness\nabove a specified amount (such of our subsidiaries that guarantee the notes, collectively with Parent, the “guarantors”). See “Description of the Notes—Certain Covenants—Future Guarantors.” The notes and\nrelated guarantees (the “guarantees”) will be our and our guarantors’ general unsecured senior obligations and rank equally in right of payment with our and our guarantors’ existing and future unsecured senior\nindebtedness. The notes and related guarantees will be effectively subordinated to all of our and our guarantors’ secured debt to the extent of the value of the assets securing such debt and structurally subordinated to all of the existing and\nfuture liabilities of our subsidiaries that do not guarantee the notes. None of our subsidiaries will guarantee the notes as of their issue date.

Each\nseries of notes is a new issue of securities with no established trading market. We do not intend to apply to list the notes on any securities exchange or include the notes in any automated quotation system.

Investing in the notes involves risks that are described in the section titled “Risk Factors” beginning on page S-12 of this prospectus supplement.


	Public Offering Price⁽¹⁾			Underwriting Discount			Proceeds, Before Expenses, to Us⁽¹⁾
Per 2032 Note		99.424	%			0.600	%		98.824	%
2032 Notes Total	$	497,120,000			$	3,000,000		$	494,120,000
Per 2037 Note		97.872	%			0.650	%		97.222	%
2037 Notes Total	$	489,360,000			$	3,250,000		$	486,110,000
Total	$	986,480,000			$	6,250,000		$	980,230,000

\n\n\n

(1)	Plus accrued interest, if any, from November 5, 2026, if settlement occurs after that date.\n

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or related\nguarantees or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants,\nincluding Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, on or about November 5, 2026, which is the seventh business day following the date of this prospectus\nsupplement.

Joint Book-Running Managers

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Wells Fargo Securities		BofA Securities		HSBC		J.P. Morgan

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Citigroup		NatWest		Scotiabank

Senior Co-Managers

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


ING		US Bancorp

Co-Managers

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Morgan Stanley		Standard Chartered Bank		ANZ Securities		CBRE

The date of this prospectus supplement is October 27, 2026.

You should rely only on the information contained in or incorporated by reference in this prospectus\nsupplement, in the accompanying prospectus and in any free writing prospectus filed by us with the Securities and Exchange Commission (the “SEC”). We have not, and the underwriters have not, authorized any other\nperson to provide you with any different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume that the information contained or incorporated by reference in this prospectus\nsupplement, in the accompanying prospectus or in any such free writing prospectus is accurate as of any date other than their respective dates. Our business, financial condition, results of operations and prospects may have changed since those\ndates.

TABLE OF CONTENTS

Prospectus Supplement

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Page
About this Prospectus Supplement		S-1
Forward-Looking Statements		S-2
Where You Can Find More Information		S-5
Summary		S-7
Risk Factors		S-12
Use of Proceeds		S-15
Capitalization		S-16
Description of the Notes		S-17
Certain United States Federal Income Tax Considerations		S-41
Underwriting (Conflicts of Interest)		S-45
Legal Matters		S-53
Experts		S-53

Prospectus


	Page
About this Prospectus		1
Where You Can Find More Information		1
Forward Looking Statements		3
The Company		6
Risk Factors		7
Use of Proceeds		8
General Description of Securities That May Be Sold		9
Description of the Debt Securities		9
Description of Preferred Stock		23
Description of Depositary Shares		24
Description of Warrants		29
Description of Units		30
Plan of Distribution		31
Legal Matters		31
Experts		31

S-i

ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering, the notes and matters\nrelating to us and our financial performance and condition. The second part is the accompanying prospectus, which provides a more general description of the terms and conditions of the various securities we may offer under our registration statement\non Form S-3 that we filed with the SEC utilizing a “shelf” registration process, some of which may not apply to this offering. If information in this prospectus supplement is inconsistent with the\naccompanying prospectus, you should rely on this prospectus supplement.

It is important for you to read and consider all of the information contained in\nthis prospectus supplement and the accompanying prospectus in making your investment decision. You also should read and consider the information in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus\nand the additional information described under “Where You Can Find More Information” on page S-5 of this prospectus supplement and page 1 of the accompanying prospectus.

In this prospectus supplement, the terms “CBRE,” “we,” “us,” and “our” refer to\nCBRE Group, Inc. and its consolidated subsidiaries, unless otherwise indicated or the context requires otherwise, and except with respect to the discussion of the terms of the notes on the cover page of this prospectus supplement, under the caption\n“Summary—The Offering” and under the caption “Description of the Notes” where such terms refer to CBRE Services, Inc. and not to any of its consolidated subsidiaries. In this prospectus supplement, the term the\n“Issuer” refers to CBRE Services, Inc. and not any of its consolidated subsidiaries.

S-1

FORWARD-LOOKING STATEMENTS

This prospectus supplement and the accompanying prospectus include or incorporate by reference forward-looking statements within the meaning of\nSection 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words\n“anticipate,” “believe,” “could,” “should,” “propose,” “continue,” “estimate,” “expect,” “intend,” “may,” “plan,”\n“predict,” “project,” “will,” “forecast,” “target” and similar terms and phrases are used in this prospectus supplement and the accompanying prospectus to identify forward-looking\nstatements. Except for historical information contained or incorporated herein, the matters addressed in this prospectus supplement and the accompanying prospectus are forward-looking statements. These statements relate to analyses and other\ninformation based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies.

These forward-looking statements are made based on our management’s expectations and beliefs concerning future events affecting us and are subject to\nuncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. These uncertainties and factors could cause our actual results to differ materially from\nthose matters expressed in or implied by these forward-looking statements.

The following factors are among those, but are not only those, that may cause\nactual results to differ materially from the forward-looking statements:

\n\n\n\n\n

•

disruptions in general economic, political and regulatory conditions and significant public health events,\nparticularly in geographies or industry sectors where our business may be concentrated;

\n\n\n\n\n

•

volatility or adverse developments in the securities, capital or credit markets, interest rate increases and\nconditions affecting the value of real estate assets, inside and outside the United States (“U.S.”);

\n\n\n\n\n

•

poor performance of real estate investments or other conditions that negatively impact clients’ willingness\nto make real estate or long-term contractual commitments;

\n\n\n\n\n

•

the cost and availability of capital for investment in real estate;

\n\n\n\n\n

•

foreign currency fluctuations and changes in currency restrictions, trade sanctions and import/export and\ntransfer pricing rules;

\n\n\n\n\n

•

our ability to compete globally, or in specific geographic markets or business segments that are material to us;\n

\n\n\n\n\n

•

our ability to identify, acquire and integrate accretive businesses;

\n\n\n\n\n

•

costs and potential future capital requirements relating to businesses we may acquire;

\n\n\n\n\n

•

integration challenges arising out of companies we may acquire;

\n\n\n\n\n

•

increases in unemployment and general slowdowns in economic or commercial activity;

\n\n\n\n\n

•

trends in pricing and risk assumption for commercial real estate services;

\n\n\n\n\n

•

the effect of significant changes in supply/demand and capitalization rates across different property types;\n

\n\n\n\n\n

•

a reduction by companies in their reliance on outsourcing for their commercial real estate needs, which would\naffect our revenues and operating performance;

\n\n\n\n\n

•

client actions to restrain project spending and reduce outsourced staffing levels;

\n\n\n\n\n

•

our ability to further diversify our revenue model to offset cyclical economic trends in the commercial real\nestate industry;

\n\n\n\n\n

•

our ability to attract new occupier and investor clients;

S-2

\n\n\n\n\n

•

our ability to retain major clients and renew related contracts;

\n\n\n\n\n

•

our ability to leverage our global services platform to maximize and sustain long-term cash flow;\n

\n\n\n\n\n

•

our ability to continue investing in our platform and client service offerings;

\n\n\n\n\n

•

our ability to maintain expense discipline;

\n\n\n\n\n

•

the emergence of disruptive business models and technologies;

\n\n\n\n\n

•

negative publicity or harm to our brand and reputation;

\n\n\n\n\n

•

the failure by third parties to comply with service level agreements or regulatory or legal requirements;\n

\n\n\n\n\n

•

the ability of our investment management business to maintain and grow assets under management and achieve\ndesired investment returns for our investors, and any potential related litigation, liabilities or reputational harm possible if we fail to do so;

\n\n\n\n\n

•

our ability to manage fluctuations in net earnings and cash flow, which could result from poor performance in our\ninvestment programs, including our participation as a principal in real estate investments;

\n\n\n\n\n

•

the ability of our indirect wholly-owned subsidiary CBRE Capital Markets, Inc. to periodically amend, or replace,\non satisfactory terms, the agreements for its warehouse lines of credit;

\n\n\n\n\n

•

declines in lending activity of U.S. Government Sponsored Enterprises, regulatory oversight of such activity and\nour loan servicing revenue from the commercial real estate mortgage market;

\n\n\n\n\n

•

changes in U.S. and international law and regulatory environments (including relating to anti-corruption,\nanti-money laundering, trade sanctions, tariffs, currency controls and other trade control laws), particularly in Asia, Africa, Russia, Eastern Europe and the Middle East, due to the level of political instability in those regions;\n

\n\n\n\n\n

•

litigation and its financial and reputational risks to us;

\n\n\n\n\n

•

our exposure to liabilities in connection with real estate advisory and property management activities and our\nability to procure sufficient insurance coverage on acceptable terms;

\n\n\n\n\n

•

our ability to retain, attract and incentivize key personnel;

\n\n\n\n\n

•

our ability to manage organizational challenges associated with our size;

\n\n\n\n\n

•

liabilities under guarantees, or for construction defects, that we incur in our development services business;\n

\n\n\n\n\n

•

our leverage under our debt instruments as well as the limited restrictions therein on our ability to incur\nadditional debt, and the potential increased borrowing costs to us from a credit-ratings downgrade;

\n\n\n\n\n

•

our and our employees’ ability to execute on, and adapt to, information technology strategies and trends;\n

\n\n\n\n\n

•

cybersecurity threats or other threats to our information technology networks, including the potential\nmisappropriation of assets or sensitive information, corruption of data or operational disruption;

\n\n\n\n\n

•

our ability to comply with laws and regulations related to our global operations, including real estate\nlicensure, tax, labor and employment laws and regulations, fire and safety building requirements and regulations, as well as data privacy and protection regulations, sustainability matters, and the anti-corruption laws and trade sanctions of the\nU.S. and other countries;

\n\n\n\n\n

•

changes in applicable tax or accounting requirements;

\n\n\n\n\n

•

any inability for us to implement and maintain effective internal controls over financial reporting;\n

\n\n\n\n\n

•

the effect of implementation of new accounting rules and standards or the impairment of our goodwill and\nintangible assets;

S-3

\n\n\n\n\n

•

the performance of our equity investments in companies we do not control; and

\n\n\n\n\n

•

the other factors described elsewhere in this prospectus supplement or the accompanying prospectus under the\ncaption “Risk Factors” or in any document incorporated by reference herein, including our annual report on Form 10-K for the fiscal year ended December 31, 2025.

Forward-looking statements speak only as of the date the statements are made. You should not put undue reliance on any forward-looking statements. We assume\nno obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one\nor more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. Additional information concerning these and other risks and uncertainties is contained\nin our other periodic filings with the SEC that are incorporated by reference in this prospectus supplement and the accompanying prospectus.

S-4

WHERE YOU CAN FIND MORE INFORMATION

Available Information

We file reports, proxy statements\nand other information with the SEC. Our SEC filings are available to the public at the SEC’s website at http://www.sec.gov.

Our Class A common\nstock is listed on the New York Stock Exchange (symbol: “CBRE”), and reports, proxy statements and other information concerning us can also be inspected at the offices of the New York Stock Exchange at 11 Wall Street, New York,\nNew York 10005. Our Internet website at http://www.cbre.com contains information concerning us. We routinely use our website as a channel of distribution for our information, including financial and other material information. On the Investor\nRelations page of that website, we provide access to all of our SEC filings, free of charge, as soon as reasonably practicable after filing with the SEC. The information at our Internet website is not incorporated in this prospectus supplement or\nthe accompanying prospectus by reference, and you should not consider it a part of this prospectus supplement or the accompanying prospectus.

Incorporation by Reference

We will “incorporate by\nreference” information into this prospectus supplement and the accompanying prospectus by disclosing important information to you by referring you to another document that is filed separately with the SEC. The information incorporated by\nreference is deemed to be part of this prospectus supplement and the accompanying prospectus, and later information that we file with the SEC will automatically update and supersede that information. This prospectus supplement and the accompanying\nprospectus incorporate by reference the documents set forth below that have been previously filed with the SEC. These documents contain important information about us.

\n\n\n\n\n

•

Our annual report on Form \n10-K for the fiscal year ended December 31, 2025, filed on February 12, 2026;

\n\n\n\n\n

•

Our quarterly reports on Form 10-Q for the quarterly periods ended\nMarch 31, 2026, filed on April 23, 2026, June \n30, 2026, filed on July 29, 2026, and September \n30, 2026, filed on October 22, 2026;

\n\n\n\n\n

•

Our current reports on Form 8-K filed on February 26,\n 2026, February \n27, 2026, March \n23, 2026, April \n28, 2026, May \n4, 2026, May \n22, 2026 and June 23, 2026; and

\n\n\n\n\n

•

Those portions of our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders filed on April 3,\n 2026, that are incorporated by reference in our annual report on Form 10-K for the fiscal year ended December \n31, 2025, filed on February 12, 2026.

We are also incorporating by reference additional documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act\nafter the date of this prospectus supplement and prior to the termination of this offering, except for Annual Reports on Form 11-K (if any); provided, however, that nothing contained herein shall\nbe deemed to incorporate information furnished to, but not filed with, the SEC.

To the extent there are inconsistencies between the information contained\nin this prospectus supplement or the accompanying prospectus and the information contained in the documents filed with the SEC prior to the date of this prospectus supplement and incorporated by reference, the information in this prospectus\nsupplement or the accompanying prospectus shall be deemed to supersede the information in such incorporated documents.

S-5

You may request copies, at no cost, of any and all of the documents that are incorporated by reference in\nthis prospectus supplement and the accompanying prospectus, including any future filings, by contacting us at:

Investor Relations

CBRE Group, Inc.

2121 North Pearl\nStreet, Suite 300

Dallas, Texas 75201

E-mail: investorrelations@cbre.com

(214) 863-3100

S-6

SUMMARY

This summary highlights selected information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus and may\nnot contain all of the information that may be important to you. You should read this summary together with the entire prospectus supplement and the accompanying prospectus, including the documents incorporated by reference in this prospectus\nsupplement and the accompanying prospectus.

Our Company

CBRE is the world’s largest commercial real estate services and investments firm based on 2025 revenue, and a premier provider of critical\ninfrastructure services. We derive competitive advantage from our considerable scale and ability to offer integrated solutions for clients in more than 100 countries. We are global market leaders in most of our business lines and drive significant\ngrowth by helping clients optimize costs, value, investment returns and workplace experiences. These capabilities, combined with our extensive knowledge platform (research, data, strategy, etc.), allow us to generate superior outcomes for our\nclients, which include nearly 90% of Fortune 100 companies and many of the world’s largest institutional investors.

Our growth opportunity is\nenhanced by the large and expanding total addressable market for our services. We are focused on cementing our leadership position in each of our businesses with a strategy that achieves growth across four dimensions of our business: geographies,\nclients, property types and services. We are committed to deploying our resources and capital in parts of our business that benefit from secular tailwinds and/or are cyclically resilient. Examples of how we have expanded our participation in\nsecularly favored and resilient businesses and enlarged our total addressable market include our acquisitions of:

\n\n\n\n\n

•

Turner & Townsend, the global project management firm, in which we hold a majority ownership interest;\n

\n\n\n\n\n

•

Direct Line Global, a provider of technical facilities management services to data centers;\n

\n\n\n\n\n

•

Industrious National Management Company, LLC, a flexible workplace solutions and workplace experience platform,\nwhich we fully acquired in January 2025; and

\n\n\n\n\n

•

Pearce Services, LLC, a leading provider of advanced technical services for digital and power infrastructure,\nwhich we acquired in November 2025.

In addition, we have increased our scale in certain geographies, such as Japan and India, and asset\nclasses that are positioned for continued growth, such as critical infrastructure, notably data centers. As a result, we have built a larger and more resilient services offering. Our platform — the resources and infrastructure that support our\nprofessionals and underpin our growth, such as research, marketing, data and technology — combined with our balance sheet strength, provides us with access to top talent and compelling growth opportunities.

Business Segments

We serve clients\nthrough four business segments: Advisory Services, Building Operations & Experience (“BOE”), Project Management and Real Estate Investments (“REI”). We also report results for a Corporate and Other\nsegment, which encompasses our platform and non-core investments.

Advisory Services provides a comprehensive\nrange of services globally, including leasing, capital markets (property sales and mortgage origination), loan servicing, and valuation. BOE comprises our building operations,

S-7

\nworkplace experience and property management services across all property sectors as well as our work in managing, maintaining and servicing infrastructure assets including transportation, energy\nand data centers. The business lines within BOE include: enterprise facilities management, local facilities management, property management, critical infrastructure services, flexible workplace solutions/workplace experience, and our Pearce Services\nsubsidiary. Our Project Management segment delivers program management, project management and cost consultancy services globally through Turner & Townsend, our majority owned subsidiary, which we acquired in 2021. Our REI segment is\ncomprised of two business lines: investment management and real estate development.

Our Corporate and Other segment primarily consists of corporate\noverhead costs, as well as activities from strategic non-core non-controlling equity investments.

On January 1, 2026, we transferred the data center project work that is integrated with our Data Center Services facilities management business from the\nProject Management segment to the BOE segment. See our quarterly report on Form 10-Q for the quarterly period ended March 31, 2026, including Item 5 of Part II thereof where we have recast our\nconsolidated and segment results for each of the years ended December 31, 2025, 2024 and 2023 to conform with our current presentation.

Recent Developments

On October 20,\n2026, we announced that we entered into a definitive agreement to acquire Onnec Group Limited, a leading provider of data center infrastructure services in Europe and Asia Pacific (“Onnec”). The initial purchase price is\n£460 million (approximately $610 million) in cash. In addition, the parties have agreed to a multi-year earnout of up to £300 million (approximately $400 million), subject to Onnec meeting certain growth thresholds. The\nacquisition is subject to customary regulatory approvals and is expected to be completed around the end of 2026.

Corporate Information\n

Our principal executive offices are located at 2121 North Pearl Street, Suite 300, Dallas, Texas 75201, and our telephone number is (214) 979-6100.

S-8

The Offering

The offering terms are summarized below solely for your convenience. This summary is not a complete description of the notes. You should read the full text\nand more specific details contained in this prospectus supplement under the caption “Description of the Notes.” With respect to the discussion of the terms of the notes in this summary, the terms “we,” “us,” and\n“the Issuer” refer to CBRE Services, Inc. and not any of its consolidated subsidiaries.

\n\n\n

Issuer

CBRE Services, Inc.

\n\n\n

Securities

$500,000,000 aggregate principal amount of 5.650% Senior Notes due 2032 and $500,000,000 aggregate principal amount of 5.900% Senior Notes due 2037.

\n\n\n

Maturity

The 2032 notes will mature on January 15, 2032 and the 2037 notes will mature on January 15, 2037.

\n\n\n

Interest Rate

5.650% per annum with respect to the 2032 notes and 5.900% per annum with respect to the 2037 notes.

\n\n\n

Interest Payment Dates

Interest on each series of notes will be paid in cash semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2027, and on the applicable maturity date.

\n\n\n

Guarantees

As of the issue date of the notes, the notes will be fully and unconditionally guaranteed on a senior unsecured basis by Parent. After the issue date, certain of our subsidiaries will be required to fully and unconditionally guarantee the notes\non a senior unsecured basis if such subsidiaries guarantee other of our indebtedness above a specified amount. The guarantees by each guarantor of the notes will rank equal in right of payment with all existing and future senior indebtedness of such\nguarantor. None of our subsidiaries will guarantee the notes as of their issue date. See “Description of the Notes—Certain Covenants—Future Guarantors.”

\n\n\n

Ranking

The notes will be our senior unsecured obligations and will rank equal in right of payment with our existing and future senior indebtedness and senior in right of payment to any of our future subordinated indebtedness and structurally\nsubordinated to all of the existing and future liabilities of our subsidiaries that do not guarantee the notes. The notes and related guarantees will be effectively subordinated to all of our and our guarantors’ secured debt to the extent of\nthe value of the assets securing such debt.

\n\n\n

As of September 30, 2026, without giving effect to this offering, (i) the Issuer’s senior indebtedness (including guarantees) was approximately $7.0 billion, none of which was secured indebtedness\nand (ii) Parent had approximately $7.3 billion of indebtedness (including guarantees), none of which was secured indebtedness and all of which represents guarantees of indebtedness of the Issuer and its subsidiaries. As of\nSeptember 30, 2026, our non-guarantor subsidiaries had $2.2 billion of indebtedness.

\n\n\n

Optional Redemption

Prior to the applicable Par Call Date (as defined below), the Issuer may redeem the notes of each series at its option, in whole or in part,\n

S-9

\n\n\n

\nat any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

\n\n\n

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes of such series matured on the applicable Par Call\nDate) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in this prospectus supplement) plus\n15 basis points with respect to the 2032 notes and 20 basis points with respect to the 2037 notes, less (b) interest accrued to the date of redemption; and

\n\n\n

(2) 100% of the principal amount of the notes of such series to be redeemed,

\n\n\n

plus, in either case, accrued and unpaid interest thereon to the redemption date.

\n\n\n

On or after the applicable Par Call Date for a series of notes, the Issuer may redeem the notes of such series, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the\nprincipal amount of the notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

\n\n\n

“Par Call Date” means December 15, 2031, with respect to the 2032 notes (the date that is one month prior to the maturity date of the 2032 notes) and October 15, 2036, with respect to the\n2037 notes (the date that is three months prior to the maturity date of the 2037 notes).

\n\n\n

See “Description of the Notes—Optional Redemption.”

\n\n\n

Mandatory Offer to Repurchase

Upon the occurrence of a Change of Control Triggering Event with respect to a series of notes, we may be required to offer to purchase the notes of such series from holders at a purchase price equal to 101% of the principal amount of the notes,\nplus accrued and unpaid interest, if any, to the purchase date, subject to certain conditions. See “Description of the Notes—Change of Control Triggering Event.”

\n\n\n

Certain Covenants

The indenture governing each series of notes will contain covenants that limit our ability and the ability of certain of our subsidiaries to:

\n\n\n\n\n

•

create certain liens;

\n\n\n\n\n

•

enter into sale/leaseback transactions; and

\n\n\n\n\n

•

enter into mergers or consolidations.

\n\n\n

However, these covenants are subject to a number of important qualifications and exceptions. See “Description of the Notes—Certain Covenants.”

\n\n\n

Use of Proceeds

We intend to use the net proceeds from this offering for general corporate purposes, including but not limited to the repayment of\n

S-10

\n\n\n

\nborrowings under our commercial paper program, and to fund the Onnec acquisition.

\n\n\n

For additional information regarding the use of the proceeds of the offering of the notes, you should read the information included under the caption “Use of Proceeds” in this prospectus supplement.\n

\n\n\n

Risk Factors

Investing in the notes involves substantial risks. You should carefully consider the risk factors set forth under the caption “Risk Factors” and the other information included or incorporated by reference in this prospectus\nsupplement and the accompanying prospectus prior to making an investment in the notes. See “Risk Factors” beginning on page S-12.

\n\n\n

Trustee, Registrar and Paying Agent

Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as Trustee.

S-11

RISK FACTORS

You should carefully consider the risks described below, the risks described under “Part I, Item 1A. Risk Factors” in our most recently filed\nannual report on Form 10-K for the fiscal year ended December 31, 2025, which is incorporated by reference herein, and the other information included or incorporated by reference in this prospectus supplement\nand the accompanying prospectus before deciding to invest in the notes.

Risks Relating to the Notes

Our leverage and debt service obligations could harm our ability to operate our business, remain in compliance with debt covenants and make payments on our\ndebt, including the notes.

We are leveraged and have debt service obligations. As of September 30, 2026, our euro/U.S. dollar term loan facility\nprovides for (i) euro-denominated term loans in an aggregate principal amount of up to €792 million and (ii) U.S. dollar-denominated term loans in an aggregate principal amount of up to $475 million due and payable in full\nat maturity on July 10, 2028. In addition, we have a 5-year senior unsecured revolving credit agreement and a 364-day senior unsecured revolving credit agreement\n(together, the “senior unsecured revolving credit facilities”). Our senior unsecured revolving credit facilities provide for senior unsecured revolving credit facilities available to us with commitments in an aggregate principal\namount of up to (i) $3.5 billion, in the case of our 5-year senior unsecured revolving credit agreement, and (ii) $1.0 billion, in the case of our 364-day\nsenior unsecured revolving credit agreement. As of September 30, 2026, we had $813 million of euro term loan borrowings and $429 million of U.S. dollar term loan borrowings outstanding under our euro/U.S. dollar term loan credit\nfacility, $69 million of which is included as current maturities of long-term debt on our consolidated balance sheet, and no amounts outstanding under our senior unsecured revolving credit facilities.

As of September 30, 2026, our total long-term debt, net of current maturities, was approximately $5.7 billion. Our level of indebtedness increases\nthe possibility that we may be unable to generate cash sufficient to pay the principal of, or other amounts due in respect of, the notes and our other indebtedness. In addition, we may incur additional debt from time to time to finance strategic\nacquisitions, investments, joint ventures or for other purposes, subject to the restrictions contained in the documents governing our indebtedness. If we incur additional debt, the risks associated with our leverage, including our ability to service\nthe notes and our other debt, would increase.

We cannot be certain that our earnings will be sufficient to allow us to pay principal and interest on the\nnotes and our other debt and meet our other obligations. If we do not have sufficient earnings, we may be required to seek to refinance all or part of our existing debt, sell assets, borrow more money or sell more securities, none of which we can\nguarantee that we will be able to do and which, if accomplished, may adversely affect the market price of the notes.

We may not have the ability to\nraise the funds necessary to finance a change of control offer.

Pursuant to the terms of the indenture that will govern each series of notes, upon the\noccurrence of a Change of Control Triggering Event with respect to a series of notes, we may be required to offer to repurchase all of the notes of such series at a purchase price in cash equal to 101% of the principal amount thereof plus accrued\nand unpaid interest, if any, to the date of purchase. See “Description of the Notes—Change of Control Triggering Event.” We cannot assure you that there will be sufficient funds available for us to make any required repurchases of\nthe notes upon a Change of Control Triggering Event. In addition, our credit facilities provide that the occurrence of certain change of control events constitutes a default thereunder, and the indentures governing our 5.500% senior notes due 2029\n(the “2029 Notes”), our 4.800% senior notes due 2030 (the “2030 Notes”), our 2.500% senior notes due 2031 (the “2031 Notes”), our 4.900% senior notes due 2033 (the “2033\nNotes”), our 5.950% senior notes due 2034 (the “2034 Notes”), our 5.500% senior notes due 2035 (the “2035 Notes”) and our 5.250% senior notes due 2036 (the “2036 Notes”) may require\nus to make an offer to purchase all our

S-12

\noutstanding 2029 Notes, 2030 Notes, 2031 Notes, 2033 Notes, 2034 Notes, 2035 Notes and 2036 Notes, respectively, upon the occurrence of certain change of control events. Our failure to purchase\ntendered notes would constitute a default under the indenture governing the notes of each series, which, in turn, would constitute a default under our credit facilities and the indentures governing our 2029 Notes, 2030 Notes, 2031 Notes, 2033 Notes,\n2034 Notes, 2035 Notes and 2036 Notes.

The notes will not initially be guaranteed by our subsidiaries.

The indenture governing each series of notes will include a covenant that certain of our subsidiaries guarantee such notes if such subsidiaries guarantee other\nof our indebtedness above a specified amount. None of our subsidiaries will guarantee the notes of either series as of their issue date.

Accordingly, the\nsole initial guarantor of each series of notes will be CBRE Group, Inc. and there can be no assurance that such notes will be guaranteed by any of our subsidiaries in the future. As a result, if we default on our obligations under the notes of a\nseries, you will not have any claims against any of our subsidiaries that do not guarantee the notes of that series. Both the Issuer and Parent are holding companies that conduct substantially all of their respective operations through subsidiaries.\n

To the extent subsidiary guarantors are added to the notes of a series in the future, their guarantees of the notes of that series could be voided if\nthey constitute a fraudulent transfer under U.S. bankruptcy or similar state law, which would prevent the holders of the notes of that series from relying on that subsidiary to satisfy claims. Under U.S. bankruptcy law and comparable provisions of\nstate fraudulent transfer laws, a subsidiary guarantee can be voided, or claims under the subsidiary guarantee may be subordinated to all other debts of that subsidiary guarantor under certain circumstances. Any subsidiary guarantees that are issued\non a series of notes will contain a provision intended to limit the subsidiary guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its subsidiary guarantee to be a fraudulent\ntransfer. This provision may automatically reduce a subsidiary guarantor’s obligations to an amount that may effectively render the subsidiary guarantee of no value and, in any case, this provision may not be effective to protect the\nsubsidiary guarantees from being voided under fraudulent transfer law.

The notes will be effectively subordinated to our secured indebtedness to the\nextent of the value of the assets securing such indebtedness and structurally subordinated to all liabilities of our subsidiaries that do not guarantee the notes.

The notes will not be secured by any of our or our subsidiaries’ assets. As a result, the notes and the related guarantees will be effectively\nsubordinated to our indebtedness with respect to the assets that may secure such indebtedness and structurally subordinated to all of the existing and future liabilities of our subsidiaries that do not guarantee the notes. As of September 30,\n2026, neither the Issuer nor Parent had any secured indebtedness. As of September 30, 2026, our non-guarantor subsidiaries had $2.2 billion of indebtedness.

In addition, the Issuer and guarantors may incur secured debt in the future and, as a result of this effective subordination, upon a default in payment on, or\nthe acceleration of, any of such secured indebtedness, or in the event of the Issuer’s or a guarantor’s bankruptcy, insolvency, liquidation, dissolution or reorganization, the proceeds from the sale of assets securing the Issuer’s\nor such guarantor’s secured indebtedness will be available to pay obligations on the notes and other unsecured obligations only after such secured debt has been paid in full. Consequently, the holders of the notes may receive less, ratably,\nthan the holders of secured debt in the event of the Issuer’s or a guarantor’s bankruptcy, insolvency, liquidation, dissolution or reorganization.

We do not own property that has been determined to be a principal property under the indenture.

The indenture governing each series of notes will include a covenant that will, among other things, limit the Issuer’s and certain of our\nsubsidiaries’ ability to create, incur, assume or guarantee any indebtedness for money

S-13

\nborrowed secured by a lien upon any of the Issuer’s or such subsidiaries’ principal properties or certain other limited assets. However, as of the date of this prospectus supplement,\nwe do not own property that constitutes a principal property under the indenture.

We cannot assure you that an active trading market will develop for\nthe notes.

Each series of notes is a new issue of securities with no established trading market. We do not intend to apply to list the notes on any\nsecurities exchange or include the notes in any automated quotation system. We have been informed by the underwriters that they intend to make a market in the notes after this offering is completed. However, the underwriters may cease their\nmarket-making activities at any time in their sole discretion. In addition, the liquidity of the trading market in the notes and the market price quoted for the notes may be adversely affected by changes in the overall market for debt securities and\nby changes in our financial performance or prospects or in the financial performance or prospects of companies in our industry generally. As a result, we cannot assure you that an active trading market will develop or be maintained for the notes. If\nan active market does not develop or is not maintained, the market price of the notes may decline and the liquidity of the notes may be limited.

Ratings of the notes may affect the market price and marketability of the notes.

Upon issuance, the notes will be rated by Moody’s Investors Service, Inc., S&P Global Ratings and Fitch Ratings. Such ratings are limited in scope,\nand do not address all material risks relating to an investment in the notes, but rather reflect only the view of each rating agency at the time the rating is issued. An explanation of the significance of such rating may be obtained from such rating\nagency. There is no assurance that such credit ratings will be issued or remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating\nagency’s judgment, circumstances so warrant. It is also possible that such ratings may be lowered in connection with the application of the proceeds of this offering or in connection with future events, such as future acquisitions. Holders of\nnotes will have no recourse against us or any other parties in the event of a change in or suspension or withdrawal of such ratings. Any lowering, suspension or withdrawal of such ratings may have an adverse effect on the market price or\nmarketability of the notes.

S-14

USE OF PROCEEDS

We estimate that our net proceeds from the sale of the notes will be approximately $977 million, after deducting the underwriting discount and estimated\noffering expenses payable by us. We intend to use the net proceeds for general corporate purposes, including but not limited to the repayment of borrowings under our commercial paper program, and to fund the Onnec acquisition.

As of September 30, 2026, we had approximately $1.2 billion outstanding under our commercial paper program, which we borrowed for general corporate\npurposes, bearing interest at a weighted-average rate of 4.1% per annum and with maturities of up to 59 days.

Certain of the underwriters\nand/or their respective affiliates may hold commercial paper under our commercial paper program. To the extent any such commercial paper is to be repaid using net proceeds from this offering, such affiliates, as applicable, may receive a portion of\nthe net proceeds from this offering. See “Underwriting (Conflicts of Interest)—Conflicts of Interest.”

S-15

CAPITALIZATION

The following table sets forth the cash and cash equivalents and capitalization of Parent and its consolidated subsidiaries as of September 30, 2026:\n

\n\n\n\n\n

•

on an actual basis; and

\n\n\n\n\n

•

on an as adjusted basis to reflect the estimated net proceeds from the issuance of the notes offered hereby and\nthe application of the net proceeds as described in “Use of Proceeds.”

All of the long-term debt described below is\nrecourse to Parent and certain of its subsidiaries. The capitalization summary below does not include debt reflected on our balance sheet as short-term borrowings, which include borrowings under our senior unsecured revolving credit facilities (of\nwhich, in the case of our 5-year senior unsecured credit facility, there were no borrowings outstanding and $23 million of letters of credit outstanding, and in the case of our 364-day senior unsecured revolving credit facility, there were no borrowings outstanding, in each case as of September 30, 2026), our commercial paper program (of which there were $1.2 billion in\nborrowings outstanding as of September 30, 2026) and our warehouse lines of credit (which are non-recourse to the Issuer and Parent and are secured by certain warehouse receivables and of which an\naggregate amount of $936 million principal amount was outstanding as of September 30, 2026).

As of October 26, 2026, we had\n$1.1 billion in borrowings outstanding under our commercial paper program.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	As of September 30, 2026
	Actual		As Adjusted⁽¹⁾
	(in millions)
Cash and cash equivalents	$	1,683		$	1,683

Long-term debt (including current portion):
Senior term loans due 2028⁽²⁾	$	1,242		$	1,242
5.500% senior notes due 2029		500			500
4.800% senior notes due 2030		600			600
2.500% senior notes due 2031		500			500
4.900% senior notes due 2033		750			750
5.950% senior notes due 2034		1,000			1,000
5.500% senior notes due 2035		500			500
5.250% senior notes due 2036		750			750
5.650% senior notes due 2032 offered hereby		—			500
5.900% senior notes due 2037 offered hereby		—			500
Other		5			5

Total long-term debt		5,847			6,847
Less: current maturities of long-term debt		69			69
Less: unamortized discount		55			75
Less: unamortized debt issuance costs		13			16

Total long-term debt, net of current maturities		5,710			6,687
CBRE Group, Inc. stockholders’ equity		8,672			8,672

Total capitalization	$	14,382		$	15,359

\n\n\n

(1)	As adjusted cash and cash equivalents reflects the repayment of a portion of the borrowings outstanding under\nour commercial paper program as of October 26, 2026 with the net proceeds of this offering. See “Use of Proceeds.”

\n\n\n

(2)	As of September 30, 2026, we had $813 million of euro term loan and $429 million of U.S. dollar\nterm loan borrowings outstanding under our euro/U.S. dollar term loan credit facility.

S-16

DESCRIPTION OF THE NOTES

CBRE Services, Inc. will issue $500,000,000 aggregate principal amount of 5.650% Senior Notes due 2032 (the “2032 Notes”)\nand $500,000,000 aggregate principal amount of 5.900% Senior Notes due 2037 (the “2037 Notes” and, together with the 2032 Notes, the “Notes”) under an indenture among itself, CBRE Group, Inc., as the guarantor, and\nComputershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, not in its individual capacity, but solely as trustee (the “Trustee”), as supplemented as of the Issue Date for each series of\nNotes (as supplemented, the “Indenture”).

Certain terms used in this description are defined under the subheading\n“—Certain Definitions.” In this description, the words “we,” “us,” “our” and “Issuer” refer to CBRE Services, Inc. and not to any of its subsidiaries. The terms of each series of\nNotes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (the “Trust Indenture Act”).

The following description of the Notes and the Indenture related to each series of Notes supplements, and to the extent inconsistent\nreplaces, the description of the general terms and provisions of the debt securities under “Description of the Debt Securities” in the accompanying prospectus dated December 19, 2023 (the “Base Prospectus”). The following\ndescription, together with the relevant portions of the description in the Base Prospectus under “Description of the Debt Securities,” is only a summary of the material provisions of the Indenture, which is filed as an exhibit to the\nregistration statement of which this prospectus supplement forms a part. We urge you to read the Indenture because it, not this description, defines your rights as holders of the Notes. You may request copies of the Indenture at our address set\nforth under the heading “Where You Can Find More Information.”

Brief Description of the Notes

The Notes of each series:

\n\n\n\n\n

•

are unsecured senior obligations of the Issuer;

\n\n\n\n\n

•

are senior in right of payment to any future subordinated indebtedness of the Issuer; and

\n\n\n\n\n

•

will be guaranteed by CBRE Group, Inc. (“Parent”) and, to the extent required under the\nIndenture pursuant to the covenant described under the heading “—Certain Covenants—Future Guarantors,” any Subsidiary Guarantors (as defined below) on a senior unsecured basis.

Each series of Notes will be a separate series of senior indebtedness under the Indenture. Parent will initially be the sole guarantor of the\nNotes and there can be no assurance that any Subsidiary Guarantors will guarantee the Notes in the future.

Principal, Maturity and Interest

The Issuer will issue the 2032 Notes initially with a maximum aggregate principal amount of $500,000,000 and the 2037 Notes initially with a maximum aggregate\nprincipal amount of $500,000,000. The Issuer will issue each series of Notes in denominations of $2,000 and any greater integral multiple of $1,000 in excess thereof.

The 2032 Notes will mature on January 15, 2032 and the 2037 Notes will mature on January 15, 2037. We are permitted to issue additional\nNotes of each series under the Indenture in an unlimited aggregate principal amount (the “Additional Notes”). The Notes of a series and Additional Notes, if any, of such series will be treated as a single class for all purposes of\nthe Indenture, including waivers, amendments, redemptions and offers to purchase; provided, however, that in the event any Additional Notes are not fungible with the Notes of the applicable series for U.S. federal income tax purposes,\nsuch nonfungible Additional Notes will be issued with a separate CUSIP number so that they are distinguishable from the Notes of such series. Unless the context otherwise requires, for all purposes of the Indenture and this “Description of the\nNotes,” references to the 2032 Notes and the 2037 Notes include any Additional Notes of such series actually issued.

S-17

Each series of Notes will bear interest from November 5, 2026 at the applicable annual interest rate\nspecified on the cover page of this prospectus supplement and will be payable semiannually in arrears on January 15 and July 15 of each year, commencing on January 15, 2027. We will make each interest payment to the holders of record\non the immediately preceding January 1 and July 1, whether or not a Business Day.

Interest on an applicable series of Notes will accrue from\nthe Issue Date or, if interest has already been paid, from the date such interest was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest payments for an applicable series of Notes will include accrued interest from and including the Issue Date or from and including the last date in respect of which interest has been paid, as\nthe case may be, to, but excluding, the interest payment date or the date of maturity, as the case may be.

If an interest payment date, maturity date or\nredemption date would otherwise be a day that is not a Business Day, such payment will be made on the next date that is a Business Day as if it were made on the date such payment was due, and no interest will accrue on the amount so payable for the\nperiod from and after that interest payment date, maturity date or redemption date, as the case may be, to the date the payment is made.

Optional\nRedemption

For any date of redemption occurring prior to the applicable Par Call Date (as defined below), we will be entitled, at our option, to\nredeem all or a portion of the Notes of each series at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date\n(assuming the Notes of such series matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the\nTreasury Rate plus 15 basis points for the 2032 Notes and 20 basis points for the 2037 Notes, less (b) interest accrued to the date of redemption; and

(2) 100% of the principal amount of the Notes of such series to be redeemed,

plus, in either case, accrued and unpaid interest thereon to the redemption date.

In addition, for any date of redemption occurring on or after the applicable Par Call Date for a series of Notes, we will be entitled, at our option, to\nredeem all or a portion of the Notes of such series at a redemption price equal to 100% of the principal amount of such Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

“Par Call Date” means December 15, 2031, with respect to the 2032 Notes (the date that is one month prior to the maturity date of the\n2032 Notes) and October 15, 2036, with respect to the 2037 Notes (the date that is three months prior to the maturity date of the 2037 Notes).

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two\nparagraphs:

The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government\nsecurities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most\nrecent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the\ncaption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Issuer shall select, as applicable:\n(1) the yield for the Treasury constant maturity on H.15 exactly equal to the

S-18

\nperiod from the redemption date to the applicable Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the\nRemaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life\n– and shall interpolate to the applicable Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on\nH.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be\ndeemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third Business Day preceding the redemption date, H.15 TCM is no longer published, the Issuer shall calculate the Treasury Rate based on the rate\nper annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to,\nthe applicable Par Call Date. If there is no United States Treasury security maturing on the applicable Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the applicable Par Call Date,\none with a maturity date preceding the applicable Par Call Date and one with a maturity date following the applicable Par Call Date, the Issuer shall select the United States Treasury security with a maturity date preceding the applicable Par Call\nDate. If there are two or more United States Treasury securities maturing on the applicable Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two\nor more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In\ndetermining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage\nof principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The\nIssuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Unless the Issuer defaults in payment of the redemption price of a series of Notes, on and after the applicable redemption date, interest will cease to accrue\non such Notes or portions thereof called for redemption.

Selection and Notice of Redemption

Notice of any redemption of the Notes of a series will be mailed or electronically delivered (or otherwise transmitted in accordance with the\ndepositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of such Notes to be redeemed.

In the\ncase of a partial redemption of the Notes of a series, selection of the Notes of that series for redemption will be made pro rata, by lot or by such other method as the Trustee deems appropriate and fair. No Notes of such series of a principal\namount of $2,000 or less will be redeemed in part. If any Note of a series is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. A new note in a\nprincipal amount equal to the unredeemed portion of such original Note will be issued in the name of the holder upon surrender for cancellation of such original Note. For so long as the Notes of a series are held by DTC (or another depositary), the\nredemption of Notes of such series shall be done in accordance with the policies and procedures of the depositary.

No Sinking Fund; Open Market\nPurchases

We are not required to make any sinking fund payments with respect to the Notes. However, under certain circumstances, we may be required to\noffer to purchase each series of Notes as described under the caption

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\n“—Change of Control Triggering Event.” We may at any time and from time to time purchase Notes in the open market or otherwise.

Guarantees

Parent and the Subsidiary Guarantors, if any,\nwill jointly and severally guarantee, on a senior unsecured basis, our obligations under the Notes. On the Issue Date, Parent will be the sole Guarantor of the Notes. After the Issue Date, any Wholly Owned Domestic Subsidiary of the Issuer that\nGuarantees any Specified Debt of the Issuer will be required to become a Subsidiary Guarantor of the Notes as described under the heading “—Certain Covenants—Future Guarantors.”

The obligations of any Subsidiary Guarantor under its Subsidiary Guaranty are designed to be limited as necessary to prevent such Subsidiary Guaranty from\nconstituting a fraudulent conveyance under applicable law and, therefore, will be expressly limited to the maximum amount that such Subsidiary Guaranty could guarantee without such Subsidiary Guaranty constituting a fraudulent conveyance. This\nlimitation, however, may not be effective to prevent such Subsidiary Guaranty from constituting a fraudulent conveyance.

Any Subsidiary Guarantor that\nmakes a payment under its Subsidiary Guaranty will be entitled upon payment in full of all guaranteed obligations under the Indenture to a contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary\nGuarantor’s pro rata portion of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such payment determined in accordance with GAAP.

If a Subsidiary Guaranty were rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent\nliabilities) of the applicable Subsidiary Guarantor, and, depending on the amount of such indebtedness, a Subsidiary Guarantor’s liability on its Subsidiary Guaranty could be reduced to zero.

The Subsidiary Guaranty of a Subsidiary Guarantor, if any, will be released with respect to the Notes of any series:

\n\n\n\n

(1)

upon the sale or other disposition (including by way of consolidation or merger) of such Subsidiary Guarantor;\n

\n\n\n\n

(2)

upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor;\n

\n\n\n\n

(3)

at such time as (a) such Subsidiary Guarantor no longer Guarantees any other Specified Debt (which, for\navoidance of doubt, will include when any such Guarantee is no longer required by any contractual obligation and any other Guarantees are substantially concurrently released) of the Issuer or (b) the release or discharge of the guaranty which\nresulted in the creation of such Subsidiary Guaranty (except a release or discharge by or as a result of payment under such guaranty); provided that such Subsidiary Guarantor would not then otherwise be required to Guarantee the Notes\npursuant to the Indenture;

\n\n\n\n

(4)

upon the defeasance of the Notes of such series, as provided under “—Defeasance;” or\n

\n\n\n\n

(5)

as described under “—Amendments and Waivers,”

in the case of clause (1) or (2), other than to Parent, the Issuer or a Subsidiary of Parent and as permitted by the Indenture. For the avoidance of\ndoubt, the release of a Subsidiary Guaranty of a Subsidiary Guarantor pursuant to clause (3) above shall automatically occur simultaneously with the release of all such Guarantees of such Subsidiary Guarantor of other Specified Debt.

Ranking

The indebtedness evidenced by the Notes and the\nGuaranties will be senior unsecured obligations and will rank equal in right of payment with all other existing and future senior unsecured indebtedness and senior in right of payment to any of our future subordinated indebtedness of the Issuer or\nthe applicable Guarantor, as the case may be.

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As of September 30, 2026, without giving effect to this offering:

\n\n\n\n

(1)

the Issuer’s senior indebtedness (including guarantees) was approximately $7.0 billion, none of\nwhich was secured indebtedness; and

\n\n\n\n

(2)

Parent’s senior indebtedness (including guarantees) was approximately $7.3 billion, none of which\nwas secured indebtedness and all of which represents guarantees of indebtedness of the Issuer and its subsidiaries.

As of\nOctober 26, 2026, we had $1.1 billion in borrowings outstanding under our commercial paper program.

The Notes and the Guaranties are senior\nunsecured obligations of the Issuer and the Guarantors, as the case may be. Secured debt and other secured obligations of the Issuer and the Guarantors will be effectively senior to the Notes and the Guaranties to the extent of the value of the\nassets securing such debt or other obligations.

The Indenture contains no limitations on the amount of additional indebtedness that the Issuer and the\nGuarantors may incur and therefore the amount of such indebtedness could be substantial and, subject to the limitations set forth in the covenant described under “—Certain Covenants—Limitation on Liens,” such indebtedness may\nbe secured indebtedness.

A substantial portion of our operations are conducted through our Subsidiaries. None of our Subsidiaries will initially\nguarantee the Notes and any Subsidiaries that guarantee the Notes in the future may be released under the conditions described above. Claims of creditors of any non-guarantor Subsidiaries and joint ventures,\nincluding trade creditors and creditors holding indebtedness or guarantees issued by such Subsidiaries and joint ventures, and claims of preferred stockholders of such Subsidiaries and joint ventures, generally will have priority with respect to the\nassets and earnings of such Subsidiaries and joint ventures over the claims of creditors of the Issuer, including holders of the Notes, even if such claims do not constitute unsubordinated indebtedness. Accordingly, the Notes and Guaranties will be\neffectively subordinated to creditors (including trade creditors) and preferred stockholders, if any, of such Subsidiaries and joint ventures.

As of\nSeptember 30, 2026, our non-guarantor Subsidiaries had total indebtedness of $2.2 billion. The Indenture does not limit the incurrence of unsecured indebtedness by our Subsidiaries. Moreover, the\nIndenture does not impose any limitation on the incurrence by Subsidiaries of liabilities that are not considered indebtedness under the Indenture.

Change of Control Triggering Event

Upon the occurrence\nof a Change of Control Triggering Event with respect to a series of Notes, each holder of such Notes shall have the right to require that the Issuer purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount\nthereof on the date of purchase plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Within 30 days following any Change of Control Triggering Event with respect to a series of Notes, unless we have exercised our option to redeem all such\nNotes as described under “—Optional Redemption,” we will mail (or deliver by electronic transmission in accordance with the applicable procedures of DTC) a notice to each holder of such Notes with a copy to the Trustee (the\n“Change of Control Offer”) stating:

\n\n\n\n

(1)

that a Change of Control Triggering Event with respect to such Notes has occurred and that such noteholder has\nthe right to require us to purchase such noteholder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to the date of purchase (subject to the\nright of holders of record on the relevant record date to receive interest on the relevant interest payment date);

S-21

\n\n\n\n

(2)

the circumstances that constitute such Change of Control Triggering Event;

\n\n\n\n

(3)

the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is\nsent); and

\n\n\n\n

(4)

the instructions, as determined by us, consistent with the covenant described hereunder, that a noteholder must\nfollow in order to have its Notes purchased.

We will not be required to make a Change of Control Offer following a Change of Control\nTriggering Event with respect to the Notes of a series if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control\nOffer made by us and purchases all such Notes validly tendered and not withdrawn under such Change of Control Offer or if the Issuer has exercised its option to redeem all of such Notes pursuant to the provisions described under\n“—Optional Redemption.”

We will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and\nany other securities laws or regulations in connection with the purchase of Notes of a series as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions\nof the covenant described hereunder, we will comply with the applicable securities laws and regulations and shall not be deemed to have breached our obligations under the covenant described hereunder by virtue of our compliance with such securities\nlaws or regulations.

The Change of Control Triggering Event purchase feature of the Notes of each series may in certain circumstances make more difficult\nor discourage a sale or takeover of the Issuer and, thus, the removal of incumbent management. The Change of Control Triggering Event purchase feature is a result of negotiations between the Issuer and the underwriters of this offering of Notes. We\nhave no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain\ntransactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our\ncapital structure or credit ratings.

Restrictions on our ability to incur additional secured indebtedness are contained in the covenant described under\n“—Certain Covenants—Limitation on Liens.” Such restrictions can only be waived with respect to a series of Notes with the consent of the holders of a majority in principal amount of such series of Notes then outstanding.\nExcept for the limitations contained in such covenant, however, the Indenture will not contain any covenants or provisions that may afford holders of the Notes protection in the event of a highly leveraged transaction.

Our credit facilities provide that the occurrence of certain change of control events with respect to Parent and the Issuer would constitute a default\nthereunder, and the indenture governing our 2029 Notes, 2030 Notes, 2031 Notes, 2033 Notes, 2034 Notes, 2035 Notes and 2036 Notes may require us to make an offer to purchase the 2029 Notes, 2030 Notes, 2031 Notes, 2033 Notes, 2034 Notes, 2035 Notes\nand 2036 Notes upon the occurrence of a Change of Control. Future indebtedness that we may incur may contain prohibitions on the occurrence of certain events that would constitute a Change of Control or require the purchase of such indebtedness upon\na Change of Control. Moreover, the exercise by the holders of their right to require us to purchase the Notes of a series may cause a default under such indebtedness, even if the Change of Control itself does not, due to the financial effect of such\npurchase on us. Finally, our ability to pay cash to the holders of Notes of a series following the occurrence of a Change of Control may be limited by our then existing financial resources. There can be no assurance that sufficient funds will be\navailable when necessary to make any required purchases. See “Risk Factors—Risks Relating to the Notes—We may not have the ability to raise the funds necessary to finance a change of control offer.”

Notwithstanding anything to the contrary herein, a Change of Control Offer with respect to a series of Notes may be made in advance of a Change of Control\nTriggering Event, conditional upon such Change of Control

S-22

\nTriggering Event, if a definitive agreement is in place for the Change of Control at the time of making of such Change of Control Offer.

The phrase “all or substantially all,” as used with respect to the assets of the Issuer in the definition of “Change of Control,” is\nsubject to interpretation under applicable state law, and its applicability in a given instance would depend upon the facts and circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a sale or transfer of “all\nor substantially all” the assets of the Issuer has occurred in a particular instance, in which case a holder’s ability to obtain the benefit of these provisions could be unclear.

If holders of not less than 90% in aggregate principal amount of the outstanding Notes of a series validly tender and do not withdraw such Notes in connection\nwith a Change of Control Offer and the Issuer, or any third party approved in writing by the Issuer making a Change of Control Offer in lieu of the Issuer as described above, purchases all of the Notes of such series validly tendered and not\nwithdrawn by such holders, the Issuer or such third party will have the right, upon not less than 10 days’ nor more than 60 days’ prior notice, given that such notice is not given more than 30 days following the purchase pursuant to the\nChange of Control Offer, to redeem (with respect to the Issuer) or purchase (with respect to a third party) all Notes of such series that remain outstanding following such purchase on a date (the “Second Change of Control Payment\nDate”) at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the Second Change of Control Payment Date.

The provisions under the Indenture relative to our obligation to make an offer to purchase the Notes of a series as a result of a Change of Control Triggering\nEvent may be waived or modified with the written consent of the holders of a majority in principal amount of the Notes of such series.

For purposes of\nthis discussion of a repurchase of the Notes of a series following a Change of Control Triggering Event: A “Change of Control” means the occurrence of any of the following with respect to a series of Notes:

\n\n\n\n

(1)

any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than one\nor more Permitted Holders, is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that any Person that is deemed to have\nbeneficial ownership of shares solely as the result of being part of a group pursuant to Rule 13d-5(b)(1) shall be deemed not to have beneficial ownership of any shares held by a Permitted Holder forming a\npart of such group), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Issuer; provided, however, that the Permitted Holders beneficially own (as defined above, except that in the event the\nPermitted Holders are part of a group pursuant to Rule 13d-5(b)(1), the Permitted Holders shall be deemed not to have beneficial ownership of any shares held by persons other than Permitted Holders forming a\npart of such group), directly or indirectly, in the aggregate a lesser percentage of the total voting power of the Voting Stock of the Issuer than such other person and do not have the right or ability by voting power, contract or otherwise to elect\nor designate for election a majority of the Board of Directors (for the purposes of this clause (1), such other person shall be deemed to beneficially own any Voting Stock of a specified person held by a parent entity, if such other person is the\nbeneficial owner (as first defined above), directly or indirectly, of more than 50% of the voting power of the Voting Stock of such parent entity and the Permitted Holders beneficially own (as second defined above), directly or indirectly, in the\naggregate a lesser percentage of the voting power of the Voting Stock of such parent entity and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the board of directors of such\nparent entity);

\n\n\n\n

(2)

the adoption of a plan relating to the liquidation or dissolution of the Issuer; or

\n\n\n\n

(3)

the merger or consolidation of the Issuer with or into another Person or the merger of another Person with or\ninto the Issuer, or the sale of all or substantially all the assets of the Issuer (determined on a consolidated basis) to another Person (other than, in all such cases, a Person that is controlled by the Permitted Holders), other than a transaction\nfollowing which (A) in the case of a merger or

S-23

\n\n\n

\nconsolidation transaction, holders of securities that represented 100% of the Voting Stock of the Issuer immediately prior to such transaction (or other securities into which such securities are\nconverted as part of such merger or consolidation transaction) own, directly or indirectly, at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such\ntransaction and (B) in the case of a sale of assets transaction, the transferee Person becomes the obligor in respect of the Notes of such series and a Subsidiary of the transferor of such assets.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (a) the Issuer is or becomes a direct or indirect\nwholly-owned Subsidiary of a holding company, (b) such holding company beneficially owns, directly or indirectly, 100% of the Capital Stock of the Issuer and (c) the direct or indirect holders of the Voting Stock of such holding company\nimmediately following that transaction are substantially the same as the holders of the Parent’s Voting Stock immediately prior to that transaction.

Certain Covenants

Consolidation, Merger, Sale or\nConveyance

(a) The Indenture provides that neither the Issuer nor Parent may consolidate with or merge into any other entity or convey, transfer or\nlease their properties and assets substantially as an entirety to any entity, unless, with respect to a series of Notes:

\n\n\n\n\n

•

the successor or transferee entity, if other than the Issuer or Parent, as the case may be, is a Person (in the\ncase of the Issuer, if such Person is not a corporation, then such successor or transferee shall include a corporate co-issuer) organized and existing under the laws of the United States, any state thereof or\nthe District of Columbia and expressly assumes by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, any premium on and any interest on\nall the outstanding Notes of such series and the performance of every covenant and obligation in the Indenture to be performed or observed by the Issuer or Parent, as the case may be;

\n\n\n\n\n

•

immediately after giving effect to such transaction, no Event of Default, as defined in the Indenture, and no\nevent which, after notice or lapse of time or both, would become an Event of Default, has happened and is continuing; and

\n\n\n\n\n

•

within 30 days of such consolidation, merger, conveyance, transfer or lease, the Issuer or Parent, as the case\nmay be, has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each in the form required by the Indenture and stating that such occurrence and, if a supplemental indenture is required in connection with such\ntransaction, such supplemental indenture complies with the foregoing provisions relating to such transaction.

In case of any such\nconsolidation, merger, conveyance or transfer, the successor entity will succeed to and be substituted for the Issuer or Parent, as the case may be, as obligor or guarantor on the Notes of each series, as the case may be, with the same effect as if\nit had been named in the Indenture as the Issuer or Parent, as the case may be. As a result, the successor entity may exercise the rights and powers of the Issuer or Parent, as the case may be, under the Indenture, and the Issuer or Parent, as the\ncase may be, shall be released from all liabilities and obligations under the Indenture and, as the case may be, under the Notes of each series or guarantee thereof.

(b) No Subsidiary Guarantor of a series of Notes may consolidate with or merge into any other entity or convey, transfer or lease its properties and assets\nsubstantially as an entirety to any entity, unless:

\n\n\n\n\n

•

the successor or transferee entity, if not a Subsidiary Guarantor prior to such merger, conveyance, transfer or\nlease, shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and expressly assumes,\nby a supplemental indenture, all the

S-24

\n\n\n

\nobligations of such Subsidiary under its guarantee in respect of such series of Notes; provided, however, that the foregoing shall not apply in the case of a Subsidiary Guarantor\n(x) that has been, or will be as a result of the subject transaction, disposed of in its entirety to another Person (other than to the Issuer, Parent or an affiliate of the Issuer or Parent), whether through a merger, consolidation or sale of\nCapital Stock or assets or (y) that, as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary;

\n\n\n\n\n

•

\n\n\n\n\n

•

other than the case where the Guarantor is the successor entity, within 30 days of such consolidation, merger,\nconveyance, transfer or lease, the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each in the form required by the Indenture and stating that such occurrence and, if a supplemental indenture is required\nin connection with such transaction, such supplemental indenture complies with the foregoing provisions relating to such transaction.

Limitation on Liens

The Issuer will not, and will not\npermit any Restricted Subsidiary of the Issuer to, create, incur, issue, assume or guarantee any indebtedness for money borrowed (“Debt”) secured by a Lien upon any Principal Property of the Issuer or such Restricted Subsidiary\n(whether such Principal Property is now existing or owned or hereafter created or acquired), in each case, unless prior to or at the same time, the Notes of each series (together with, at the option of the Issuer, any other Debt of the Issuer or any\nof its Subsidiaries ranking equally in right of payment with such Notes or such guarantee) are secured equally and ratably with or, at the option of the Issuer, prior to such Debt so long as such Debt shall be so secured.

The foregoing restriction shall not apply to:

\n\n\n\n

(1)

Liens on property existing with respect to any Person at the time such Person becomes a Subsidiary of the\nIssuer, provided that such Lien was not incurred in anticipation of such Person becoming a Subsidiary;

\n\n\n\n

(2)

Liens on property at the time of acquisition by the Issuer or any of its Subsidiaries of such property, or\nLiens on property to secure the payment of all or any part of the purchase price of such property, or Liens on property to secure any Debt incurred prior to, at the time of, or within 18 months after, the latest of the acquisition of such property\nor the completion of construction, the completion of improvements or the commencement of substantial commercial operation of such property for the purpose of financing all or any part of the purchase price of the property and related costs and\nexpenses, the construction or the making of the improvements;

\n\n\n\n

(3)

Liens securing Debt of the Issuer or any of the Issuer’s Subsidiaries owing to the Issuer or any of its\nSubsidiaries;

\n\n\n\n

(4)

Liens existing on the Issue Date;

\n\n\n\n

(5)

Liens on property or assets of a Person existing at the time such Person is merged into or consolidated with\nthe Issuer or any of its Subsidiaries, at the time such Person becomes a Subsidiary of the Issuer, or at the time of a sale, lease or other disposition of all or substantially all of the properties or assets of a Person to the Issuer or any of its\nSubsidiaries, provided that such Lien was not incurred in anticipation of the merger, consolidation, or sale, lease, other disposition or other such transaction;

\n\n\n\n

(6)

Liens securing Non-Recourse Debt or Exempt Construction Loans or\nguarantees thereof on assets or Capital Stock of Subsidiaries of the Issuer formed solely for the purpose of, and which engage in no business other than the business of making Co-investments;\n

S-25

\n\n\n\n

(7)

Liens created to secure the Notes;

\n\n\n\n

(8)

Liens imposed by law, such as materialmen’s, workmen’s or repairmen’s, carrier’s,\nwarehousemen’s and mechanic’s Liens and other similar Liens, in each case for sums not yet overdue by more than 30 calendar days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or\nawards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review and Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights\nof set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution;

\n\n\n\n

(9)

Liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings;

\n\n\n\n

(10)

Liens to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal\nbonds, performance bonds and other obligations of a like nature;

\n\n\n\n

(11)

pledges or deposits under workmen’s compensation, unemployment insurance, or similar legislation and\nLiens of judgments thereunder which are not currently dischargeable, or deposits to secure public or statutory obligations, or deposits in connection with obtaining or maintaining self-insurance or to obtain the benefits of any law, regulation or\narrangement pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters, or deposits of cash or obligations of the United States of America to secure surety, appeal or customs bonds, or\ndeposits in litigation or other proceedings such as, but not limited to, interpleader proceedings;

\n\n\n\n

(12)

Liens consisting of easements,\nrights-of-way, zoning restrictions, restrictions on the use of real property, and defects and irregularities in the title thereto, landlords’ Liens and other\nsimilar Liens none of which interfere materially with the use of the property covered thereby in the ordinary course of business and which do not, in the Issuer’s opinion, materially detract from the value of such properties;\n

\n\n\n\n

(13)

Liens in favor of the United States of America or any State thereof, or any department, agency or\ninstrumentality or political subdivision thereof, to secure partial, progress, advance or other payments; or

\n\n\n\n

(14)

any extensions, renewals or replacements of any Lien referred to in clauses (1) through (13) without\nincrease of the principal of the Debt secured by such Lien (except to the extent of any fees or other costs associated with any such extension, renewal or replacement); provided, however, that any Liens permitted by any of clauses\n(1) through (13) shall not extend to or cover any property of the Issuer or any of its Subsidiaries, as the case may be, other than the property specified in such clauses and improvements to such property.

Notwithstanding the restrictions described above, the Issuer and its Restricted Subsidiaries may create, incur, issue, assume or guarantee Debt secured by\nLiens which would otherwise be subject to the foregoing restrictions without equally and ratably securing the Notes of each series then outstanding if, at the time of such creation, incurrence, issuance, assumption or guarantee, after giving effect\nthereto and to the retirement of any Debt which is concurrently being retired, the aggregate amount of all such Debt secured by Liens which would otherwise be subject to such restrictions (other than any Debt (or any guarantee thereof) secured by\nLiens permitted as described in clauses (1)-(14) of the immediately preceding paragraph), together with all Attributable Debt outstanding pursuant to the second paragraph of the “—Limitation on Sale/Leaseback Transactions” covenant\ndescribed below, does not exceed 7.5% of the Consolidated Total Assets of the Issuer calculated as of the date of the creation or incurrence of the Lien. The Issuer and its Restricted Subsidiaries also may, without equally and ratably securing the\nNotes of each series, create or incur Liens that extend, renew, substitute or replace (including successive extensions, renewals, substitutions or replacements), in whole or in part, any Lien permitted pursuant to the preceding sentence.

S-26

Limitation on Sale/Leaseback Transactions

The Issuer will not, and will not permit any Restricted Subsidiary of the Issuer to, enter into any Sale/Leaseback Transaction for the sale and leasing back of\nany Principal Property unless:

\n\n\n\n

(1)

such transaction was entered into prior to the Issue Date;

\n\n\n\n

(2)

such transaction was for the sale and leasing back to the Issuer or any of its Wholly Owned Subsidiaries of any\nPrincipal Property by one of its Restricted Subsidiaries;

\n\n\n\n

(3)

such transaction involves a lease for not more than three years (or which may be terminated by the Issuer or\nits Subsidiaries within a period of not more than three years);

\n\n\n\n

(4)

the Issuer would be entitled to incur Debt secured by a Lien with respect to such Sale/Leaseback Transaction\nwithout equally and ratably securing the Notes of each series pursuant to the second paragraph of the “—Limitation on Liens” covenant described above; or

\n\n\n\n

(5)

the Issuer or any Restricted Subsidiary applies an amount equal to the net proceeds from the sale of such\nPrincipal Property to the purchase of other property or assets used or useful in its business (including the purchase or development of other Principal Property) or to the retirement of Debt that is pari passu with the Notes (including the\n2032 Notes and the 2037 Notes) within 365 days before or after the effective date of any such Sale/Leaseback Transaction, provided that, in lieu of applying such amount to the retirement of pari passu Debt, the Issuer may deliver Notes\nof a series to the Trustee for cancellation, such Notes to be credited at the cost thereof to it.

Notwithstanding the restrictions set\nforth in the preceding paragraph, the Issuer and its Restricted Subsidiaries may enter into any Sale/Leaseback Transaction which would otherwise be subject to the foregoing restrictions, if after giving effect thereto the aggregate amount of all\nAttributable Debt with respect to such transactions, together with all Debt outstanding pursuant to the third paragraph of the “—Limitation on Liens” covenant described above, does not exceed 7.5% of the Consolidated Total Assets\nof the Issuer calculated as of the closing date of the sale and leaseback transaction.

Future Guarantors

On the Issue Date, Parent will execute and deliver to the Trustee a Guaranty Agreement pursuant to which Parent will fully and unconditionally Guarantee the\nNotes on a senior unsecured basis. After the Issue Date, the Issuer will cause each Wholly Owned Domestic Subsidiary of the Issuer that Guarantees any Specified Debt of the Issuer to, within 30 days of the incurrence of such Guarantee, execute and\ndeliver to the Trustee a Guaranty Agreement with respect to the Notes pursuant to which such Subsidiary will Guarantee payment of the Notes on the same terms and conditions as those set forth in the Indenture. For the avoidance of doubt, if a\nForeign Subsidiary is a co-borrower of Debt of the Issuer, and not a Guarantor of such Debt, then it will not be considered a Guarantor of such Debt for purposes of this covenant.

SEC Reports

So long as the Notes of a series are\noutstanding, at any time that the Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Issuer will furnish to the Trustee and make available on the Issuer’s website copies of such annual and\nquarterly reports and such information, documents and other reports as are required under Sections 13 and 15(d) of the Exchange Act within 15 days after the date such information, documents or other reports were filed with the SEC; provided,\nhowever, that (a) so long as Parent is a Guarantor of the Notes of a series, the reports, information and other documents required to be filed and provided as described hereunder may, at the Issuer’s option, be filed by and be\nthose of Parent rather than the Issuer and (b) in the event that Parent conducts any business or holds any significant assets other than the capital stock of the Issuer at the time of filing and providing any such report, information or other\ndocument containing financial statements of Parent, Parent shall include in such report, information or other document summarized

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\nfinancial information (as defined in Rule 1-02(bb) of Regulation S-X promulgated by the SEC) with respect to the\nIssuer. The Issuer or Parent will be deemed to have furnished such reports, information and documents to the Trustee if the Issuer or Parent has filed such reports, information and documents with the SEC via the EDGAR filing system or has made\navailable such reports, information and documents on its website. The Trustee shall have no responsibility to ensure that such filing has occurred. Delivery of such reports, information and documents to the Trustee is for informational purposes only\nand the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as\nto which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Events of Default

Each of the following is an Event of Default for each series of Notes:

\n\n\n\n

(1)

a default in the payment of interest on the Notes of that series when due, continued for 30 days;\n

\n\n\n\n

(2)

a default in the payment of principal of any Note of that series when due at its Stated Maturity, upon\nredemption, upon required purchase, upon declaration of acceleration or otherwise;

\n\n\n\n

(3)

the failure by the Issuer, Parent or any Subsidiary Guarantor, as the case may be, to comply for 30 days after\nnotice with any of its obligations in the covenants described above under “Change of Control Triggering Event” (other than a failure to purchase the Notes of that series);

\n\n\n\n

(4)

the failure by the Issuer or Parent, as the case may be, to comply for 180 days after notice with any of its\nobligations in the covenant described above under “—SEC Reports” (provided that, if applicable, failure by the Issuer or Parent to comply with the provisions of Section 314(a) of the Trust Indenture Act will not in\nitself be deemed a Default or an Event of Default under the Indenture);

\n\n\n\n

(5)

the failure by the Issuer, Parent or any Subsidiary Guarantor to comply for 60 days after notice with its other\nagreements contained in the Indenture;

\n\n\n\n

(6)

certain events of bankruptcy, insolvency or reorganization of the Issuer, any Significant Subsidiary or any\ngroup of Subsidiary Guarantors that collectively would constitute a Significant Subsidiary (the “bankruptcy provisions”); or

\n\n\n\n

(7)

the Parent Guaranty or a Subsidiary Guaranty of a Significant Subsidiary or a group of Subsidiary Guarantors\nthat collectively would constitute a Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Guaranty) or Parent or any Significant Subsidiary or any group of Subsidiary Guarantors that\ncollectively would constitute a Significant Subsidiary denies or disaffirms its obligations under its Guaranty.

No Event of Default\nwith respect to a series of Notes (except as to certain events of bankruptcy, insolvency or reorganization of the Issuer) necessarily constitutes an Event of Default with respect to any other series of Notes. Further, a default under clauses (3),\n(4) and (5) will not constitute an Event of Default with respect to the Notes of a series until the Trustee or the holders of 30% in principal amount of the outstanding Notes of that series notify the Issuer of the default and the Issuer does\nnot cure such default within the time specified after receipt of such notice.

If an Event of Default with respect to the Notes of a series occurs and is\ncontinuing, the Trustee or the holders of at least 30% in principal amount of the outstanding Notes of that series may declare the principal of and accrued but unpaid interest, if any, on all of the Notes of that series to be due and payable. Upon\nsuch declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer occurs and is continuing, the principal of and interest\non all of the Notes of a series will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holders of the Notes of such series. Under certain circumstances, the holders of\na majority in principal amount of the outstanding Notes of a series may rescind any such acceleration with respect to the Notes of such series and its consequences.

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Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of\nDefault with respect to a series of Notes occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders of the Notes of that series\nunless such holders have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, losses, expenses and liabilities which might be incurred by it in compliance with such request or direction. Except to enforce the\nright to receive payment of principal, premium (if any) or interest when due, no holder of a Note of any series may pursue any remedy with respect to the Indenture or such Notes unless:

\n\n\n\n

(1)

such holder has previously given the Trustee written notice that an Event of Default is continuing with respect\nto the Notes of that series;

\n\n\n\n

(2)

holders of at least 30% in principal amount of the outstanding Notes of that series have requested the Trustee\nin writing to pursue the remedy;

\n\n\n\n

(3)

such holders have offered the Trustee indemnity reasonably satisfactory to it against the costs, losses,\nexpenses and liabilities to be incurred in compliance with such request;

\n\n\n\n

(4)

the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of such\nindemnity; and

\n\n\n\n

(5)

holders of a majority in principal amount of the outstanding Notes of that series have not given the Trustee a\nwritten direction inconsistent with such request within such 60-day period.

Subject to certain\nrestrictions, the holders of a majority in principal amount of the outstanding Notes of a series are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust\nor power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture.

If a Default\noccurs, is continuing and is actually known to a Responsible Officer of the Trustee, the Trustee must mail (or deliver by electronic transmission in accordance with the applicable procedures of DTC) to each holder of Notes of a series a notice of\nthe Default within 90 days after it is known to a Responsible Officer of the Trustee or written notice of it is received by a Responsible Officer of the Trustee. Except in the case of a Default in the payment of principal of or interest on any Note,\nthe Trustee may withhold notice if it determines that withholding notice is not opposed to the interest of the holders of such Notes. In addition, we are required to deliver to the Trustee, within 120 days after the end of each fiscal year, a\ncertificate indicating whether the signers thereof know of any Default and, if so, specifying all such Defaults and the nature and status thereof of which such signers may have knowledge. We are required to deliver to the Trustee, within 30 days\nafter the occurrence thereof, written notice of any event which would constitute certain Defaults, their status and what action we are taking or propose to take in respect thereof.

Amendments and Waivers

Subject to certain exceptions,\nthe Indenture applicable to each series of Notes may be amended with the consent of the holders of a majority in principal amount then outstanding of the Notes of such series affected (including consents obtained in connection with a tender offer or\nexchange for such Notes) and any past default or compliance with any provisions may also be waived with the consent of the holders of a majority in principal amount then outstanding of the Notes of each affected series of Notes on behalf of the\nholders of all such Notes. However, without the consent of each holder of an outstanding Note affected thereby, an amendment or waiver may not, among other things:

\n\n\n\n

(1)

reduce the amount of such Notes whose holders must consent to an amendment;

\n\n\n\n

(2)

reduce the rate of or extend the time for payment of interest on any such Note;

\n\n\n\n

(3)

reduce the principal of or extend the Stated Maturity of any such Note;

\n\n\n\n

(4)

reduce the amount payable upon the redemption of any such Note or change the time at which any such Note may be\nredeemed as described under “—Optional Redemption”;

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\n\n\n\n

(5)

make any such Note payable in money other than that stated in such Note;

\n\n\n\n

(6)

impair the right of any holder of such Notes to receive payment of principal of and interest on such\nholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes;

\n\n\n\n

(7)

make any change in the amendment provisions which require each holder’s consent or in the waiver\nprovisions;

\n\n\n\n

(8)

make any change in the ranking or priority of any such Note or Guaranty that would materially adversely affect\nthe noteholders; or

\n\n\n\n

(9)

make any change in any Guaranty that would materially adversely affect the noteholders.

Notwithstanding the foregoing, without the consent of any holder of any series of Notes, the Issuer, Parent, any Subsidiary Guarantors and Trustee may amend\nthe Indenture:

\n\n\n\n

(1)

to cure any ambiguity, omission, defect or inconsistency, as evidenced in an Officer’s Certificate;\n

\n\n\n\n

(2)

to provide for the assumption by a successor Person of the obligations of the Issuer, Parent or any Subsidiary\nGuarantor under the Indenture;

\n\n\n\n

(3)

to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the\nuncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code;

\n\n\n\n

(4)

to add guarantees with respect to the Notes of any series, including any Subsidiary Guarantees thereof, to\nevidence the release and discharge of any Guarantor from its obligations under its Guarantees in accordance with the terms of the Indenture or to secure the Notes of any series;

\n\n\n\n

(5)

to add to the covenants of the Issuer, Parent or any Subsidiary Guarantor for the benefit of the holders of the\nNotes of any series or to surrender any right or power conferred upon the Issuer, Parent or any Subsidiary Guarantor;

\n\n\n\n

(6)

to make any change that does not materially adversely affect the rights of any holder of the Notes of any\nseries;

\n\n\n\n

(7)

to comply with any requirement of the SEC in connection with any required qualification of the Indenture under\nthe Trust Indenture Act;

\n\n\n\n

(8)

to conform the text of the Indenture, Guaranties or the Notes of a series to any provision of this\n“Description of the Notes” to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture, the Guaranties or the Notes of such series as set forth in an Officer’s Certificate;\n

\n\n\n\n

(9)

to amend the provisions of the Indenture relating to the transfer and legending of Notes of a series;\nprovided, however, that (i) compliance with the Indenture as so amended would not result in the Notes of such series being transferred in violation of the Securities Act or any applicable securities law and (ii) such\namendment does not materially and adversely affect the rights of holders to transfer the Notes of such series;

\n\n\n\n

(10)

to provide for the issuance of additional Notes of any series; or

\n\n\n\n

(11)

to evidence and provide for the appointment of a successor Trustee with respect to the Notes of one or more\nseries and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one Trustee, pursuant to the requirements of Section 611 of the\nIndenture.

The consent of the holders of the Notes is not necessary under the Indenture to approve the particular form of any proposed\namendment. It is sufficient if such consent approves the substance of the proposed amendment.

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After an amendment under the Indenture becomes effective, we are required to mail (or deliver by electronic\ntransmission in accordance with the applicable procedures of DTC) to holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all holders of the Notes of the applicable series, or any defect\ntherein, will not impair or affect the validity of the amendment.

Neither the Issuer nor any Affiliate of the Issuer may, directly or indirectly, pay or\ncause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes of a series unless such\nconsideration is offered to all holders of such series and is paid to all holders of such series that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

Transfer

Each series of Notes will be issued in\nregistered form and will be transferable only upon the surrender of the Notes being transferred for registration of transfer. We may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with certain\ntransfers and exchanges.

Defeasance

At any time, we\nmay terminate all our and each Guarantor’s obligations in respect of the Notes of any series, the Guaranties and the Indenture (“legal defeasance”), except for certain obligations, including those respecting the defeasance\ntrust and obligations to register the transfer or exchange of the Notes of such series, to replace mutilated, destroyed, lost or stolen Notes of such series and to maintain a registrar and paying agent in respect of the Notes of such series.

In addition, at any time we may terminate our obligations in respect of the Notes of any series under “—Change of Control Triggering Event”\nand under the covenants described under “—Certain Covenants” (other than the covenant described under “—Consolidation, Merger, Sale or Conveyance”), the operation of the bankruptcy provisions with respect to\nSignificant Subsidiaries (or any group of Subsidiary Guarantors that collectively would constitute a Significant Subsidiary) and the ceasing of the Parent Guaranty (or a Subsidiary Guaranty of a Significant Subsidiary or a group of Subsidiary\nGuarantors that collectively would constitute a Significant Subsidiary) to be in full force and effect described under “—Events of Default” above and our Guarantor’s obligations in respect of the Notes of such series under\nthe Guaranties and the Indenture (“covenant defeasance”).

We may exercise our legal defeasance option notwithstanding our prior\nexercise of our covenant defeasance option. If we exercise our legal defeasance option in respect of the Notes of a series, payment of such Notes may not be accelerated because of an Event of Default with respect thereto. If we exercise our covenant\ndefeasance option in respect of the Notes of any series, payment of such Notes may not be accelerated because of an Event of Default specified in clause (3), (4), (5), (6) (with respect only to Significant Subsidiaries or any group of Subsidiary\nGuarantors that collectively would constitute a Significant Subsidiary) or (7) under “—Events of Default” above. If we exercise our legal defeasance option or our covenant defeasance option in respect of the Notes of any\nseries, each Guarantor will be released from all of its obligations with respect to its Guaranty in respect of the Notes of such series.

In order to\nexercise either of our defeasance options with respect to any series of Notes, we must irrevocably deposit in trust (the “defeasance trust”) with the Trustee money or U.S. Government Obligations in an amount sufficient, confirmed,\ncertified or attested by an independent financial advisor, for the payment of principal and interest on the Notes of that series to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the\nTrustee of an Opinion of Counsel to the effect that holders of the Notes of that series will not recognize gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same\namount, in the same manner and at the same

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\ntimes as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal\nRevenue Service or change in applicable Federal income tax law).

Concerning the Trustee

Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association, as Trustee), not in its individual capacity, but solely as Trustee,\nis to be the Trustee under the Indenture. We have appointed Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association, as Registrar and Paying Agent) as Registrar and Paying Agent with regard to the Notes.

The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Issuer, to obtain payment of claims in certain\ncases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; provided, however, if it acquires any conflicting interest it must\neither eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The holders of a majority in principal amount of\nthe outstanding Notes of a series will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee with respect to the Notes of that series, subject to certain exceptions. If an\nEvent of Default with respect to a series of Notes occurs (and is not cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person under the circumstances in the conduct of such person’s\naffairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of Notes of that series, unless such holder shall have offered to the Trustee\nsecurity and indemnity satisfactory to it against any loss, claim, liability, cost, damage or expense and then only to the extent required by the terms of the Indenture.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator, member or stockholder of the Issuer or any Guarantor will have any liability for any obligations of the Issuer or\nany Guarantor under the Notes of a series, any Guaranty or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each holder of a Note by accepting such Note waives and releases all such\nliability. The waiver and release are part of the consideration for issuance of the Notes of each series. Such waiver and release may not be effective to waive liabilities under the U.S. federal securities laws, and it is the view of the SEC that\nsuch a waiver is against public policy.

Governing Law

The Indenture and the Notes of each series will be governed by, and construed in accordance with, the law of the State of New York.

Certain Definitions

“Affiliate” of\nany specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with\nrespect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and\n“controlled” have meanings correlative to the foregoing.

“Attributable Debt” in respect of a Sale/Leaseback Transaction\nmeans, as at the time of determination, the present value (discounted at the weighted average interest rate borne by the Notes of each series, compounded

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\nannually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease\nhas been extended); provided, however, that if such Sale/ Leaseback Transaction results in a Capital Lease Obligation, the amount of indebtedness represented thereby will be determined in accordance with the definition of\n“Capital Lease Obligation.”

“Board of Directors” means the Board of Directors of the Issuer or any committee thereof duly\nauthorized to act on behalf of such Board.

“Business Day” means each day other than a Saturday, Sunday or a day on which commercial\nbanking institutions are authorized or required by law to close in New York City or the state in which the Corporate Trust Office is located.

“Capital Lease Obligation” means an obligation that is required to be classified and accounted for as a capital lease for financial\nreporting purposes in accordance with GAAP, and the amount of indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the\nlast payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of the covenant described under “—Certain\nCovenants—Limitation on Liens,” a Capital Lease Obligation will be deemed to be secured by a Lien on the property being leased.

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other\nequivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.

“Code” means the Internal Revenue Code of 1986, as amended.

“Co-investment” means any investment by the Issuer or any of its Subsidiaries in, or any guarantee\nby the Issuer or any of its Subsidiaries of the indebtedness of, a Co-investment Vehicle or separate account or investment program managed, operated or sponsored by an Investment Subsidiary.

“Co-investment Vehicle” shall mean an entity (other than a Subsidiary of the Issuer) formed for the\npurpose of investing principally in real estate related assets or engaging in real estate development.

“Common Stock” shall mean the\nClass A common stock of Parent.

“Consolidated Total Assets” means, as of any date of determination, the total assets of the\nIssuer and its consolidated Subsidiaries on a consolidated basis as shown on or reflected on our most recent internal consolidated balance sheet, including relevant footnotes thereto (without duplication), prepared in accordance with GAAP, after\ngiving effect to any acquisitions or dispositions occurring subsequent to the date of such balance sheet.

“Corporate Trust Office”\nmeans the designated corporate trust office of the Trustee at which at any time its corporate trust business shall be administered, presently located at 1505 Energy Park Drive, St. Paul, MN, 55108, Attention: Corporate Trust Department – CBRE\nServices, Inc. Administrator/Michael Tu, or such other address as the Trustee may designate from time to time, or the designated corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time\nto time by notice).

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Domestic Subsidiary” means any Subsidiary other than a Foreign Subsidiary.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exempt Construction Loan” means any interim construction loan (or guarantee thereof) of an Investment Subsidiary (1) that is subject\nto or backed by committed permanent refinancing, or (2) in which such Investment Subsidiary has entered into a lease of the property securing such Exempt Construction Loan (or guarantee thereof) and such lease supports a refinancing of the\nentire interim construction loan amount based upon prevailing permanent loan terms at the time the interim construction loan is closed. Notwithstanding the foregoing, construction loans (and guarantees thereof) shall cease to be treated as Exempt\nConstruction Loans in the event that any of the following occur: (a) the obligor of such Exempt Construction Loan is in default beyond any applicable notice and cure periods of any obligations under the credit agreement relating to such Exempt\nConstruction Loan; or (b) the underlying real property securing such Exempt Construction Loan has not been sold by a date which is no later than 15 months (unless subject to or backed by committed permanent refinancing, in which case no\ndeadline for the sale of such real property shall apply) after completion of construction.

“Foreign Subsidiary” means, with respect to\nany Person, any Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof or the District of Columbia, and any Subsidiary of such Foreign Subsidiary.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time.

“Guarantor” means Parent and/or any Subsidiary Guarantor.

“Guaranty” means the Parent Guaranty and/or a Subsidiary Guaranty.

“Guaranty Agreement” means the Indenture as of the Issue Date or any supplemental indenture, in a form satisfactory to the Trustee,\npursuant to which a Guarantor guarantees the Issuer’s obligations with respect to the Notes of a series on the terms provided for in the Indenture.

“holder” or “noteholder” means the Person in whose name a Note is registered on the Registrar’s books.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by\nS&P and the equivalent rating from any replacement Rating Agency.

“Investment Subsidiary” means (1) any Subsidiary engaged\nprincipally in the business of buying and holding real estate related assets in anticipation of selling such assets or transferring such assets, which assets may include securities of companies engaged principally in such business, (2) any\nSubsidiary engaged principally in the business of investment management, including investing in and/or managing entities formed for the purpose of investing principally in real estate related assets and (3) any Subsidiary engaged principally in\nreal estate development and investment activities.

“Issue Date” means, with respect to a series of Notes, November 5, 2026.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other\ntitle retention agreement or lease in the nature thereof). For the avoidance of doubt, the grant by any Person of a non-exclusive license to use intellectual property owned by, licensed to, or developed by\nsuch Person and such license activity shall not constitute a grant by such Person of a Lien on such intellectual property.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the ratings agency business thereof.

“Non-Recourse Debt” means Debt of, or guarantees by, an Investment Subsidiary; provided,\nhowever, that (1) such Debt is incurred solely in relation to the investment or real estate development activities of such

S-34

Investment Subsidiary and (2) such Debt is not guaranteed by, or otherwise recourse to Parent, the\nIssuer or any Subsidiary of the Issuer other than an Investment Subsidiary (subject to customary environmental indemnities or completion or budget guarantees, and subject to customary exclusions from liability by lenders in non-recourse financing transactions secured by real property (including by means of separate indemnification agreements or carve-out guarantees)); provided further\nthat, if any such Debt is partially guaranteed by or otherwise recourse to Parent, the Issuer or any Subsidiary of the Issuer other than an Investment Subsidiary, the portion of such Debt not so guaranteed or recourse shall be “Non-Recourse Debt” hereunder.

“Officer” means the chairman of the board of directors,\nthe chief executive officer, the president, the chief financial officer, any executive vice president, senior vice president or vice president, the treasurer or any assistant treasurer or the secretary or any assistant secretary of Parent or the\nIssuer.

“Officer’s Certificate” means a certificate signed on behalf of Parent or the Issuer, as the case may be, by an Officer\nof Parent or the Issuer, respectively, and delivered to the Trustee.

“Opinion of Counsel” means a written opinion signed by legal\ncounsel, who may be an employee of or counsel to Parent or the Issuer, satisfactory to the Trustee.

“Parent” means CBRE Group, Inc., a\nDelaware corporation, and its successors; and any other parent entity of the Issuer that elects to provide a Parent Guaranty, and its successors.

“Parent Guaranty” means the Guarantee by Parent of the Issuer’s obligations with respect to the Notes contained in the Indenture.\n

“Permitted Holders” means (1) any member of senior management of the Issuer on the Issue Date and (2) Parent.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust,\nunincorporated organization or government or any agency or political subdivision thereof or any other entity.

“principal” means, with\nrespect to a series of Notes, the principal of the Note payable on the Note which is due or overdue or is to become due at the relevant time.

“Principal Property” means any building, structure or other facility, together with the land upon which it is erected and any fixtures\nwhich are a part of the building, structure or other facility, located in the United States, and owned or leased or to be owned or leased by the Issuer or any of its Restricted Subsidiaries, and in each case the net book value of which as of that\ndate exceeds $50 million, other than any such land, building, structure or other facility or portion thereof which, in the opinion of the Board of Directors of the Issuer (or any committee thereof duly authorized to act on behalf of such Board)\nby resolution determines in good faith not to be of material importance to the total business conducted by the Issuer and its Restricted Subsidiaries, considered as one enterprise.

“Rating Agencies” means (1) each of S&P and Moody’s; and (2) if either S&P or Moody’s (or any replacement\nagency therefor contemplated below) ceases to provide ratings services to issuers or investors generally, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected\nby us (as certified by a resolution of our board of directors) to act as a replacement agency for S&P or Moody’s (or any previous replacement agency), as the case may be.

“Rating Event” means the ratings of the Notes of a series are lowered by both of the Rating Agencies and the Notes of that series are rated\nbelow an Investment Grade Rating by both of the Rating Agencies, on any day during the period commencing on the date of the first public announcement of the occurrence of a Change of

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\nControl or of an arrangement that could result in a Change of Control and ending 60 days following the consummation of such Change of Control (which period shall be extended so long as the rating\nof the Notes of that series is under publicly announced consideration for possible downgrade by any of the Rating Agencies on the 60th day of such period, such extension to last with respect to each such Rating Agency until the date on which such\nRating Agency considering such possible downgrade either (1) rates the Notes of that series below an Investment Grade Rating or (2) publicly announces that it is no longer considering the Notes of that series for possible downgrade).

“Refinance” means, in respect of any Debt, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue other\nDebt in exchange or replacement for, such Debt. “Refinanced” and “Refinancing” shall have correlative meanings.

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee (or\nany successor group of the Trustee), including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by\nthe persons who at the time shall be such officers having direct responsibility for the administration of the Indenture, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with\nthe particular subject.

“Restricted Subsidiary” means any Domestic Subsidiary of the Issuer other than (1) any of its less than\n80%- owned Subsidiaries if the common stock of such subsidiary is traded on any national securities exchange or on the over-the-counter markets or (2) any business\ncombination related shell company, as defined under Rule 405 of the Securities Act.

“Sale/Leaseback Transaction” means an\narrangement relating to Principal Property owned by the Issuer or a Subsidiary of the Issuer on the Issue Date or thereafter acquired by the Issuer or a Subsidiary of the Issuer whereby the Issuer or a Subsidiary of the Issuer transfers such\nproperty to a Person and the Issuer or a Subsidiary of the Issuer leases it from such Person.

“S&P” means S&P Global Ratings,\na division of S&P Global Inc., or any successor to the ratings agency business thereof.

“SEC” means the Securities and Exchange\nCommission.

“Securities Act” means the Securities Act of 1933, as amended.

“Significant Subsidiary” means any Subsidiary of the Issuer that would be a “Significant Subsidiary” of the Issuer within the\nmeaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Specified Debt” means Debt in an aggregate principal amount exceeding $300.0 million.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of\nprincipal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any\ncontingency unless such contingency has occurred).

“Subsidiary” means, with respect to any Person, any corporation, association,\npartnership, limited liability company or other business entity of which more than 50% of the total voting power of shares of Voting Stock is at the time owned or controlled, directly or indirectly, by:

\n\n\n\n

(1)

such Person;

\n\n\n\n

(2)

such Person and one or more Subsidiaries of such Person; or

\n\n\n\n

(3)

one or more Subsidiaries of such Person.

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“Subsidiary Guarantor” means each Subsidiary of the Issuer that guarantees the Notes\npursuant to the terms of the Indenture.

“Subsidiary Guaranty” means a Guarantee by a Subsidiary Guarantor of the Issuer’s\nobligations with respect to the Notes.

“Voting Stock” of a Person means all classes of Capital Stock or other interests (including\npartnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

“Wholly Owned” means, with respect to any Subsidiary of a Person, 100% of the Capital Stock of such Person (other than directors’\nqualifying shares) shall at the time be owned by such Person and other Wholly Owned Subsidiaries.

Book-Entry, Delivery and Form

Except as set forth below, each series of Notes will be issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000\nin excess thereof. Each series of Notes will be issued at the closing of this offering only against payment in immediately available funds.

Each series\nof Notes initially will be represented by one or more global notes in registered form without interest coupons (collectively, the “Global Notes”).

The Global Notes will be deposited upon issuance with the Trustee as custodian for The Depository Trust Company (“DTC”), in New York, New\nYork, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its\nnominee. Beneficial interests in the Global Notes may not be exchanged for Notes of a series in certificated form except in the limited circumstances described below. See “—Exchange of Global Notes for Certificated Notes.” Except\nin the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of Notes of a series in certificated form.

Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants\n(including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

Depository Procedures

The following description of the operations and procedures of DTC, Euroclear and Clearstream is provided solely as a matter of convenience. These operations\nand procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge investors to contact the system or their participants\ndirectly to discuss these matters.

DTC has advised us that DTC is a limited-purpose trust company created to hold securities for its participating\norganizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The\nParticipants include securities brokers and dealers (including the underwriters), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers,\ndealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially\nown securities held by or on behalf of DTC only through the Participants or the

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\nIndirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect\nParticipants.

DTC has also advised us that, pursuant to procedures established by it:

\n\n\n\n

(1)

upon deposit of the Global Notes, DTC will credit the accounts of Participants designated by the underwriters\nwith portions of the principal amount of the Global Notes; and

\n\n\n\n

(2)

ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these\ninterests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the Global Notes).\n

Investors in the Global Notes who are Participants in DTC’s system may hold their interests therein directly through DTC.\nInvestors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants in such system. Euroclear and Clearstream will hold interests in\nthe Global Notes on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositories, which are Euroclear Bank S.A./N.V., as operator of Euroclear, and Citibank, N.A.,\nas operator of Clearstream. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to\nthe procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note\nto such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests\nto Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of an interest in the Global Notes will not have Notes registered in their names, will not receive physical delivery of\nNotes in certificated form and will not be considered the registered owners or holders thereof under the Indenture for any purpose.

Payments in\nrespect of the principal of, and interest and premium, if any, on, a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the Indenture. Under the terms of the Indenture, the\nIssuer and the Trustee will treat the Persons in whose names the Notes, including the Global Notes, are registered as the owners of the Notes for the purpose of receiving payments and for all other purposes. Consequently, none of the Issuer, neither\nthe Trustee nor any agent of the Issuer or the Trustee has or will have any responsibility or liability for:

\n\n\n\n

(1)

any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating\nto or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial\nownership interests in the Global Notes; or

\n\n\n\n

(2)

any other matter relating to the actions and practices of DTC or any of its Participants or Indirect\nParticipants.

DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the Notes\n(including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited\nwith an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of the Notes\nwill be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be

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\nthe responsibility of DTC, the Trustee or the Issuer. Neither the Issuer nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the\nNotes, and the Issuer and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Transfers between Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in\nsame-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected\nthrough DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as\nthe case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its\nsettlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf of delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance\nwith normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or\nClearstream.

DTC has advised the Issuer that it will take any action permitted to be taken by a holder of Notes only at the direction of one or more\nParticipants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the Notes as to which such Participant or Participants has or have given such direction.\nHowever, if there is an Event of Default, DTC reserves the right to exchange the Global Notes for legended Notes in certificated form, and to distribute such Notes to its Participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in\nDTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. None of the Issuer, the Trustee or any of their respective agents will have any\nresponsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

A Global\nNote is exchangeable for Certificated Notes if:

\n\n\n\n

(1)

DTC (a) notifies the Issuer that it is unwilling or unable to continue as depositary for the Global Notes\nand the Issuer fails to appoint a successor depositary or (b) has ceased to be a clearing agency registered under the Exchange Act;

\n\n\n\n

(2)

the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of the\nCertificated Notes; or

\n\n\n\n

(3)

there has occurred and is continuing a Default with respect to the Notes.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes under prior written notice given to the Trustee by or on behalf of\nDTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on\nbehalf of the depositary (in accordance with its customary procedures).

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Same Day Settlement and Payment

The Issuer will make payments in respect of the Notes of each series represented by Global Notes (including principal, premium, if any, and interest) by wire\ntransfer of immediately available funds to the accounts specified by such Global Note holder. The Issuer will make all payments of principal, interest and premium, if any, with respect to Certificated Notes by wire transfer of immediately available\nfunds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder’s registered address. The Notes of each series represented by the Global Notes are expected to\ntrade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. The\nIssuer expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Because of time zone differences,\nthe securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during\nthe securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised the Issuer that cash received in Euroclear or Clearstream as a result of sales of\ninterests in a Global Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of\nthe business day for Euroclear or Clearstream following DTC’s settlement date.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS\n

The following is a summary of certain United States federal income tax consequences of the purchase, ownership and disposition of the notes. This\nsummary deals only with notes held as capital assets (generally, assets held for investment) by persons who purchase the notes for cash pursuant to this offering at their “issue price” (the first price at which a substantial amount of\nthe notes of the applicable series is sold to investors for cash (excluding sales to bond houses, brokers or similar persons or organizations acting in the capacity of underwriter, placement agent or wholesaler)).

As used herein, a “U.S. holder” means a beneficial owner of the notes that is for United States federal income tax purposes any of the\nfollowing:

\n\n\n\n\n

•

an individual who is a citizen or resident of the United States;

\n\n\n\n\n

•

a corporation (or any other entity treated as a corporation for United States federal income tax purposes)\ncreated or organized in or under the laws of the United States, any state thereof or the District of Columbia;

\n\n\n\n\n

•

an estate the income of which is subject to United States federal income taxation regardless of its source; or\n

\n\n\n\n\n

•

a trust if it (1) is subject to the primary supervision of a court within the United States and one or more\nUnited States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

As used herein, the term “non-U.S. holder” means a beneficial owner of the notes that is neither a\nU.S. holder nor an entity or arrangement classified as a partnership for United States federal income tax purposes.

If any entity or arrangement\nclassified as a partnership for United States federal income tax purposes holds the notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a\npartnership or a partner in a partnership considering an investment in the notes, you should consult your own tax advisors.

This summary does not\nrepresent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:

\n\n\n\n\n

•

a broker or dealer in securities or currencies;

\n\n\n\n\n

•

a financial institution;

\n\n\n\n\n

•

a regulated investment company;

\n\n\n\n\n

•

a real estate investment trust;

\n\n\n\n\n

•

a tax-exempt organization;

\n\n\n\n\n

•

an insurance company;

\n\n\n\n\n

•

a person holding the notes as part of a hedging, integrated, conversion or constructive sale transaction or a\nstraddle;

\n\n\n\n\n

•

a trader in securities that has elected the\nmark-to-market method of accounting for your securities;

\n\n\n\n\n

•

a person liable for alternative minimum tax;

\n\n\n\n\n

•

a partnership or other pass-through entity for United States federal income tax purposes (or a person who is an\ninvestor in such an entity);

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\n\n\n\n\n

•

a U.S. holder whose “functional currency” is not the U.S. dollar;

\n\n\n\n\n

•

a “controlled foreign corporation” or “passive foreign investment company;”\n

\n\n\n\n\n

•

a person required to accelerate the recognition of any item of gross income with respect to the notes as a result\nof such income being recognized on an applicable financial statement; or

\n\n\n\n\n

•

a United States expatriate.

This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), United States Treasury regulations, administrative\nrulings and judicial decisions as of the date hereof. Those authorities may be changed or subject to different interpretations, possibly on a retroactive basis, so as to result in United States federal income tax consequences different from those\nsummarized below.

This summary does not address all of the United States federal income tax consequences that may be relevant to you in light of your\nparticular circumstances, nor does it address the Medicare tax on net investment income, other United States federal taxes (such as estate and gift taxes) or the effects of any state, local or non-U.S. tax\nlaws. It is not intended to be, and should not be construed to be, legal or tax advice to any particular purchaser of notes. If you are considering the purchase of notes, you should consult your tax advisors concerning the particular United\nStates federal income tax consequences to you of the purchase, ownership and disposition of the notes, as well as the consequences to you arising under any other United States federal tax laws and the laws of any other taxing jurisdiction.

U.S. Holders

The following is a summary of certain\nUnited States federal income tax consequences that will apply to you if you are a U.S. holder.

Stated Interest

Stated interest on the notes will generally be taxable to you as ordinary income at the time it is received or accrued, depending on your regular method of\naccounting for United States federal income tax purposes.

Sale, Exchange, Retirement, Redemption or Other Taxable Disposition of Notes

Upon the sale, exchange, retirement, redemption or other taxable disposition of a note, you generally will recognize gain or loss equal to the difference\nbetween the amount realized upon the disposition (less an amount equal to any accrued and unpaid stated interest, which will be taxable as interest income as discussed above to the extent not previously included in income) and your adjusted tax\nbasis in the note. Your adjusted tax basis in a note generally will be your cost for that note. Any gain or loss generally will be capital gain or loss and generally will be long-term capital gain or loss if you have held the note for more than one\nyear. Long-term capital gains of non-corporate U.S. holders (including individuals) are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

Non-U.S. Holders

The following is a summary of certain United States federal income tax consequences that will apply to you if you are a\nnon-U.S. holder.

United States Federal Withholding Tax

Subject to the discussions of backup withholding and FATCA below, United States federal withholding tax will not apply to any payment of interest on the notes\nunder the “portfolio interest rule,” provided that:

\n\n\n\n\n

•

interest paid on the notes is not effectively connected with your conduct of a trade or business in the United\nStates;

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\n\n\n\n\n

•

you do not actually or constructively own 10% or more of the total combined voting power of all classes of our\nvoting stock within the meaning of the Code and applicable United States Treasury regulations;

\n\n\n\n\n

•

you are not a controlled foreign corporation that is actually or constructively related to us through stock\nownership;

\n\n\n\n\n

•

you are not a bank whose receipt of interest on the notes is described in Section 881(c)(3)(A) of the Code;\nand

\n\n\n\n\n

•

either (a) you provide your name and address on an applicable Internal Revenue Service\n(“IRS”) Form W-8, and certify, under penalties of perjury, that you are not a United States person as defined under the Code or (b) you hold your notes through certain foreign\nintermediaries and satisfy the certification requirements of applicable United States Treasury regulations. Special certification rules apply to non-U.S. holders that are pass-through entities rather than\ncorporations or individuals.

If you cannot satisfy the requirements described above, payments of interest made to you will be subject\nto a 30% United States federal withholding tax, unless you provide the applicable withholding agent with a properly executed:

\n\n\n\n\n

•

IRS Form W-8BEN or Form W-8BEN-E (or other applicable form) certifying an exemption from or reduction in withholding under the benefit of an applicable income tax treaty; or

\n\n\n\n\n

•

IRS Form W-8ECI (or other applicable form) certifying that interest paid\non the notes is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States (as discussed below under “—United States Federal Income Tax”).

The 30% United States federal withholding tax generally will not apply to any payment of principal or gain that you realize on the sale, exchange, retirement,\nredemption or other taxable disposition of a note.

United States Federal Income Tax

If you are engaged in a trade or business in the United States and interest on the notes is effectively connected with the conduct of that trade or business\n(and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment or fixed base), then you will generally be subject to United States federal income tax on that interest on a net income basis in the\nsame manner as if you were a United States person as defined under the Code (although you will be exempt from the 30% United States federal withholding tax, provided the certification requirements discussed above in “—United States\nFederal Withholding Tax” are satisfied). In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or a lower rate under an applicable income tax treaty) of your effectively connected earnings and\nprofits, subject to certain adjustments.

Subject to the discussion of backup withholding below, any gain realized on the sale, exchange, retirement,\nredemption or other taxable disposition of a note generally will not be subject to United States federal income tax unless:

\n\n\n\n\n

•

the gain is effectively connected with your conduct of a trade or business in the United States (and, if required\nby an applicable income tax treaty, is attributable to a United States permanent establishment or fixed base), in which case you will generally be subject to United States federal income tax (and possibly branch profits tax) on such gain in the same\nmanner as described above with respect to effectively connected interest; or

\n\n\n\n\n

•

you are an individual who is present in the United States for 183 days or more in the taxable year of that\ndisposition, and certain other conditions are met, in which case you will generally be subject to United States federal income tax at a rate of 30% (or a lower rate under an applicable income tax treaty) on such gain (net of certain United States\nsource losses).

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Information Reporting and Backup Withholding

U.S. Holders

In general, information reporting\nrequirements will apply to payments of interest on the notes and the proceeds of the sale or other taxable disposition (including a retirement or redemption) of a note paid to you (unless in each case you establish that you are an exempt recipient).\nBackup withholding may apply to such payments if you fail to provide your taxpayer identification number and a certification that you are not subject to backup withholding, or if you have failed to report in full interest and dividend income.

Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against your\nUnited States federal income tax liability, provided the required information is timely furnished to the IRS.

Non-U.S. Holders

Interest paid to you and the amount of tax, if any, withheld with respect to those payments generally will be reported to the IRS. Copies of the information\nreturns reporting such interest payments and any withholding may also be made available to the tax authorities in the country in which you reside under the provisions of an applicable income tax treaty or agreement. In general, you will not be\nsubject to backup withholding with respect to payments of interest on the notes that we make to you, provided that the applicable withholding agent does not have actual knowledge or reason to know that you are a United States person as defined under\nthe Code, and such withholding agent has received from you the certification described above in the fifth bullet point under “—Non-U.S. Holders—United States Federal Withholding Tax.”\n

Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale or other taxable disposition\n(including a retirement or redemption) of notes within the United States or conducted through certain United States-related financial intermediaries, unless you certify to the payor under penalties of perjury that you are not a United States person\nas defined under the Code (and the payor does not have actual knowledge or reason to know that you are a United States person as defined under the Code), or you otherwise establish an exemption.

Additional Withholding Requirements\n

Under Sections 1471 through 1474 of the Code (such Sections commonly referred to as “FATCA”), a 30% United States federal\nwithholding tax may apply to any interest paid on the notes to (i) a “foreign financial institution” (as specifically defined in the Code and whether such foreign financial institution is the beneficial owner or an intermediary)\nwhich does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from FATCA, or (y) its compliance (or\ndeemed compliance) with FATCA (which may alternatively be in the form of compliance with an intergovernmental agreement with the United States) in a manner which avoids withholding, or (ii) a\n“non-financial foreign entity” (as specifically defined in the Code and whether such non-financial foreign entity is the beneficial owner or an intermediary)\nwhich does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from FATCA, or (y) adequate information\nregarding certain substantial United States beneficial owners of such entity (if any). If an interest payment is both subject to withholding under FATCA and subject to the withholding tax discussed above under\n“—Non-U.S. Holders—United States Federal Withholding Tax,” an applicable withholding agent may credit the withholding under FATCA against, and therefore reduce, such other withholding\ntax. While withholding under FATCA would also have applied to payments of gross proceeds from the sale or other taxable disposition of the notes, proposed United States Treasury regulations (upon which taxpayers may rely until final regulations are\nissued) eliminate FATCA withholding on payments of gross proceeds entirely. You should consult your tax advisors regarding these rules and whether they may be relevant to your ownership and disposition of the notes.

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UNDERWRITING (CONFLICTS OF INTEREST)

Wells Fargo Securities, LLC, BofA Securities, Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC are acting as representatives of each of the\nunderwriters named below. Subject to the terms and conditions set forth in a firm commitment underwriting agreement among us and the underwriters, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not\njointly, to purchase from us, the principal amount of notes of each series set forth opposite its name below.


Underwriters	Principal Amount 2032 Notes		Principal Amount 2037 Notes
Wells Fargo Securities, LLC	$	90,000,000		$	90,000,000
BofA Securities, Inc.		77,500,000			77,500,000
HSBC Securities (USA) Inc.		77,500,000			77,500,000
J.P. Morgan Securities LLC		77,500,000			77,500,000
Citigroup Global Markets Inc.		45,000,000			45,000,000
NatWest Markets Securities Inc.		45,000,000			45,000,000
Scotia Capital (USA) Inc.		45,000,000			45,000,000
ING Financial Markets LLC		15,000,000			15,000,000
U.S. Bancorp Investments, Inc.		15,000,000			15,000,000
Morgan Stanley & Co. LLC		3,750,000			3,750,000
Standard Chartered Bank		3,750,000			3,750,000
ANZ Securities, Inc.		2,500,000			2,500,000
CBRE Capital Advisors, Inc.		2,500,000			2,500,000

Total	$	500,000,000		$	500,000,000

Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed, severally and not\njointly, to purchase all of the notes sold under the underwriting agreement if any of these notes are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the nondefaulting underwriters may be\nincreased or, under certain circumstances, the underwriting agreement may be terminated.

We have agreed to indemnify the underwriters and their\ncontrolling persons against certain liabilities in connection with this offering, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the notes, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their\ncounsel, including the validity of the notes, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer’s certificates and legal opinions. The underwriters reserve the right to withdraw,\ncancel or modify offers to the public and to reject orders in whole or in part.

The expenses of the offering, not including the underwriting discount,\nare estimated at $3.1 million and are payable by us.

Discounts

The underwriters propose to offer some of the notes directly to the public at the public offering price set forth on the cover page of this prospectus\nsupplement and some of the notes to dealers at the public offering price less a concession not to exceed 0.350% of the principal amount of the 2032 notes and 0.400% of the principal amount of the 2037 notes. The underwriters may allow, and dealers\nmay reallow, a concession not to exceed 0.250% of the principal amount of the 2032 notes and 0.250% of the principal amount of the 2037 notes on sales to other

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\ndealers. After the initial offering of the notes to the public, the representatives may change the public offering price and concessions. The offering of the notes by the underwriters is subject\nto receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

The following table shows the\nunderwriting discount that we are to pay to the underwriters in connection with this offering (expressed as a percentage of the principal amount of the notes).

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Paid by us
Per 2032 Note		0.600	%
2032 Notes Total	$	3,000,000
Per 2037 Note		0.650	%
2037 Notes Total	$	3,250,000

Total	$	6,250,000

New Issue of Notes

Each\nseries of notes is a new issue of securities with no established trading market. We do not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes on any automated dealer quotation system. We have been\nadvised by the underwriters that they presently intend to make a market in the notes after completion of the offering. However, they are under no obligation to do so, and may discontinue any market- making activities at any time in their sole\ndiscretion and without any notice. We cannot assure the liquidity of the trading market for the notes or that an active public market for the notes will develop. If an active public trading market for the notes does not develop, the market price and\nliquidity of the notes may be adversely affected. If the notes are traded, they may trade at a discount from their initial offering price, depending on prevailing interest rates, the market for similar securities, our operating performance and\nfinancial condition, general economic conditions and other factors.

No Sales of Similar Securities

We have agreed that prior to the closing of this offering we will not, without first obtaining the prior written consent of the representatives, directly or\nindirectly issue, sell, offer to sell, contract to sell or grant any option to sell, pledge, transfer or otherwise dispose of any debt securities or securities exchangeable for or convertible into debt securities, except for the notes sold to the\nunderwriters pursuant to the underwriting agreement.

Short Positions and Certain Other Transactions

In connection with the offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and\npenalty bids in accordance with Regulation M under the Exchange Act.

\n\n\n\n\n

•

Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not\nexceed specified maximum prices.

\n\n\n\n\n

•

Over-allotment involves sales by the underwriters of notes in excess of the number of notes the underwriters are\nobligated to purchase, which creates a syndicate short position.

\n\n\n\n\n

•

Syndicate covering transactions involve purchases of the notes in the open market after the distribution has been\ncompleted in order to cover syndicate short positions. A short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the notes in the open market after pricing that could\nadversely affect investors who purchase in the offering.

\n\n\n\n\n

•

Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the notes\noriginally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

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These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of\nraising or maintaining the market price of the notes of any or all series or preventing or retarding a decline in the market price of such notes. As a result, the price of such notes may be higher than the price that might otherwise exist in the\nopen market. These transactions, if commenced, may be discontinued at any time.

Neither we nor any of the underwriters make any representation or\nprediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the notes. In addition, neither we nor any of the underwriters make any representation that the representatives will engage in\nthese transactions or that these transactions, once commenced, will not be discontinued without notice.

Conflicts of Interest

The underwriters and their respective affiliates are full-service financial institutions engaged in various activities, which may include sales and trading,\ncommercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services.\nCertain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to us and to persons and entities with relationships with us, for which they received or will receive customary\nfees and expenses.

In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array\nof investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities\nactivities may involve securities and/or instruments of our affiliates or ours. Certain of the underwriters or their affiliates that have a lending relationship with us routinely hedge and it is likely that certain of the underwriters or their\naffiliates will seek to reduce their credit exposure to us consistent with their customary risk management policies. Typically, such underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either\nthe purchase of credit default swaps or the creation of short positions in our securities, including potentially the notes offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the notes\noffered hereby. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that\nthey acquire, long and/or short positions in such securities and instruments.

CBRE Capital Advisors, Inc., as a subsidiary of CBRE Group Inc., is deemed\nto have a “conflict of interest” within the meaning of Rule 5121 (Public Offerings of Securities with Conflicts of Interest) of the Financial Industry Regulatory Authority, Inc. (“Rule 5121”). In addition, certain of\nthe underwriters and/or their respective affiliates may hold commercial paper under our commercial paper program. To the extent any such commercial paper is to be repaid using net proceeds from this offering, such underwriters and/or their\nrespective affiliates, as applicable, may receive an aggregate amount in excess of 5% of the net proceeds from this offering, not including underwriting compensation. See “Use of Proceeds.” The receipt by any such underwriter and/or its\naffiliates of an aggregate amount in excess of 5% of the net proceeds from this offering, not including underwriting compensation, would constitute a “conflict of interest” under Rule 5121 for each such underwriter. Consequently, this\noffering will be conducted in accordance with the applicable requirements of Rule 5121. Rule 5121 imposes certain requirements on a FINRA member participating in the public offering of securities of an issuer if there is a conflict of interest\nand/or if that issuer controls, is controlled by, or is under common control with, the FINRA member, including prominent disclosure of the nature of the conflict of interest in the prospectus supplement for the public offering. In compliance with\nRule 5121, CBRE Capital Advisors, Inc. will not sell any of our securities to a discretionary account unless it has received specific written approval from the account holder in accordance with Rule 5121. Pursuant to Rule 5121(a)(1)(C), the\nappointment of a “qualified independent underwriter” is not necessary in connection with this offering as the securities offered are expected to be “investment grade rated” (as defined in Rule 5121).

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Other Matters

Standard Chartered Bank will not effect any offers or sales of any notes in the United States unless it is through one or more U.S. registered broker-dealers\nas permitted by the regulations of FINRA.

Settlement

It is expected that delivery of the notes will be made against payment therefor on or about November 5, 2026, which will be the seventh business day\nfollowing the date of this prospectus supplement (such settlement cycle being herein referred to as T+7). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to\nsettle in one business day, unless the parties to any such trade expressly agree otherwise. Purchasers of notes should be aware that the ability to settle secondary market trades of the notes effected prior to the first business day preceding the\nclosing date may be affected by the T+7 settlement. Accordingly, purchasers who wish to trade the notes prior to the first business day preceding the closing date will be required, by virtue of the fact that the notes initially will settle in T+7,\nto specify an alternative settlement cycle at the time of any such trade to prevent failed settlement.

Sales Outside the United States

The notes may be offered and sold in the United States and certain jurisdictions outside the United States in which such offer and sale is permitted.

Notice to Prospective Investors in Australia

No\nplacement document, prospectus, product disclosure statement or other disclosure document has been or will be logged with the Australian Securities and Investments Commission or any other governmental agency in relation to the offering. This\nprospectus supplement, the accompanying prospectus and any other offering or marketing material relating to the notes or this offering do not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations\nAct 2001 (Cth) (the “Corporations Act”), and do not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the notes may only be made to persons (the “Exempt Investors”) who are “sophisticated investors”\n(within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the\nCorporations Act so that it is lawful to offer the securities without disclosure to investors under Chapter 6D of the Corporations Act.

The notes applied\nfor by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of issuance of the notes, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would\nnot be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act.

Any person acquiring the notes must observe such Australian on-sale restrictions. This prospectus supplement and the\naccompanying prospectus contain general information only and do not take account of the investment objectives, financial situation or particular needs of any particular person. They do not contain any securities recommendations or financial product\nadvice. Before making an investment decision, investors need to consider whether the information in this prospectus supplement and the accompanying prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek\nexpert advice on those matters.

Notice to Prospective Investors in Canada

The notes may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National\nInstrument 45-106 Prospectus Exemptions or subsection 73.3(1) of

S-48

\nthe Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and\nOngoing Registrant Obligations. Any resale of the notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus\nsupplement, the accompanying prospectus (including any amendment thereto) or the information included or incorporated herein by reference contain a misrepresentation, provided that the remedies for rescission or damages are exercised by the\npurchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or\nterritory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument\n33-105 Underwriting Conflicts (“NI 33-105”), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Notice to Prospective\nInvestors in the European Economic Area

The notes are not intended to be offered, sold or otherwise made available to and should not be offered,\nsold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, (A) the expression “retail investor” means a person who is one (or more) of: (i) a retail client as\ndefined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that\ncustomer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”); and\n(B) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to buy or subscribe for\nsuch securities. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling packaged retail and insurance based investment products or otherwise making\nthem available to retail investors in the EEA has been prepared, and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of notes in any Member State of the EEA will be made\npursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of securities. For the avoidance of doubt, whilst this document is referred to as a ‘prospectus supplement’ and there are\nreferences herein to a ‘prospectus’, neither this prospectus supplement nor the accompanying prospectus is a prospectus for the purposes of the Prospectus Regulation.

In the EEA, this prospectus supplement and the accompanying prospectus are only for distribution to, and are only directed at,\nnon-retail investors (being persons who are not retail investors as defined in this section “Notice to Prospective Investors in the European Economic Area”) and any investment or investment\nactivity to which this prospectus supplement and the accompanying prospectus relates is available only to, and will be engaged in only with, non-retail investors. Any person in the EEA who is a retail investor\nshould not act or rely on this prospectus supplement, the accompanying prospectus, or any of their contents.

Each person in a Member State of the EEA who\nreceives any communication in respect of, or who acquires any notes under, the offer contemplated in this prospectus supplement or the accompanying prospectus, or to whom the notes are otherwise made available, will be deemed to have represented,\nwarranted and agreed to and with each underwriter and the Issuer that it and any person on whose behalf it acquires notes is not a “retail investor” (as defined in this section “Notice to Prospective Investors in the European\nEconomic Area”).

S-49

Notice to Prospective Investors in the United Kingdom

The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail\ninvestor in the United Kingdom (“UK”). For these purposes, (A) the expression “retail investor” means a person who is neither: (i) a “professional client” as defined in point (8) of Article 2(1) of\nRegulation (EU) No 600/2014 as it forms part of assimilated law in the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended, together with any statutory instruments made in exercise of the powers conferred by such Act, the\n“EUWA”), nor (ii) a “qualified investor” as defined in paragraph 15 of Schedule 1 to The Public Offers and Admissions to Trading Regulations 2024 (the “UK POATRs”); and (B) the expression\n“offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to buy or subscribe for such securities.\nConsequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of assimilated law in the UK by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling packaged retail and insurance\nbased investment products or otherwise making them available to retail investors in the UK has been prepared, and therefore offering or selling the notes or otherwise making them available to any retail investor in the UK may be unlawful under the\nUK PRIIPs Regulation. This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of notes in the UK will be made pursuant to an exemption from the prohibition on public offers of relevant securities in\nthe UK POATRs in circumstances not requiring a prospectus pursuant to the UK Financial Conduct Authority (“FCA”) Handbook Admission to Trading on a Regulated Market Sourcebook (“FCA PRM Sourcebook”). For the avoidance of\ndoubt, whilst this document is referred to as a ‘prospectus supplement’ and there are references herein to a ‘prospectus’, neither this prospectus supplement nor the accompanying prospectus is a prospectus for the purposes of\nthe UK POATRs or the FCA PRM Sourcebook.

In the UK, this prospectus supplement and the accompanying prospectus are only for distribution to, and are only\ndirected at, non-retail investors (being persons who are not retail investors as defined in this section “Notice to Prospective Investors in the United Kingdom”) who are also:\n(i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order\n2005 (as amended, the “Order”); (ii) high net worth bodies corporate, unincorporated associations or partnerships and trustees of high value trusts described in Article 49(2)(a) to (c) (“high net worth companies,\nunincorporated associations etc”) of the Order; or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (“FSMA”))\nin connection with the issue or sale of any securities may otherwise be lawfully communicated (all such persons together being referred to as “Relevant Persons”). In the UK, any investment or investment activity to which this prospectus\nsupplement or the accompanying prospectus relates is available only to, and will be engaged in only with, Relevant Persons. Any person in the UK that is not a Relevant Person should not act or rely on this prospectus supplement, the accompanying\nprospectus, or any of their contents. This prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by any recipients to any other person in the UK.

Each person in the UK who receives any communication in respect of, or who acquires any notes under, the offer contemplated in this prospectus supplement or\nthe accompanying prospectus, or to whom the notes are otherwise made available, will be deemed to have represented, warranted and agreed to and with each underwriter and the Issuer that it and any person on whose behalf it acquires notes is a\nRelevant Person (as defined in this section “Notice to Prospective Investors in the United Kingdom”).

Notice to Prospective\nInvestors in Hong Kong

The notes may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do\nnot constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong) or which do not constitute an invitation to the public, (ii) to “professional investors” within the meaning of the\nSecurities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder,

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\nor (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no\nadvertisement, invitation or document relating to the notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely\nto be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to notes which are or are intended to be disposed of only to persons outside Hong Kong or only to\n“professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Japan

The\nnotes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the “Financial Instruments and Exchange Law”). The notes may not be offered or sold, directly or indirectly, in Japan or to, or for\nthe benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering\nor resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and\nany other applicable laws, regulations and ministerial guidelines of Japan.

Notice to Prospective Investors in Singapore

This prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the notes were not offered or sold or\ncaused to be made the subject of an invitation for subscription or purchase and will not be offered or sold or caused to be made the subject of an invitation for subscription or purchase, and this prospectus supplement or any other document or\nmaterial has not been circulated or distributed, nor will it be circulated or distributed in connection with the offer or sale, or invitation for subscription or purchase, of the notes, whether directly or indirectly, to persons in Singapore other\nthan (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA or(ii) to an\naccredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.

Singapore Securities and Futures Act Product Classification – Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and 309B(1)(c)\nof the SFA, the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA), that the notes are “prescribed capital markets products” (as defined in the Securities and Futures (Capital\nMarkets Products) Regulations 2018) and “Excluded Investment Products” (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice\nFAA-N16: Notice on Recommendations on Investment Products).

Notice to Prospective Investors in Switzerland\n

This prospectus supplement and the accompanying prospectus are not intended to constitute an offer or solicitation to purchase or invest in the\nnotes. The notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) and no application has or will be made to admit the notes to trading on any trading\nvenue (exchange or multilateral trading facility) in Switzerland. None of this prospectus supplement, the accompanying prospectus or any other offering or marketing material relating to the notes constitutes a prospectus pursuant to the FinSA,\nand none of this prospectus supplement, the accompanying prospectus or any other offering or marketing material relating to the notes may be publicly distributed or otherwise made publicly available in Switzerland.

Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus supplement and the accompanying prospectus relate to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial\nServices Authority (“DFSA”). This prospectus supplement and

S-51

\nthe accompanying prospectus are intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other\nperson. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement or the accompanying prospectus nor taken steps to verify the information set forth\nherein and has no responsibility for this document. The notes to which this prospectus supplement and the accompanying prospectus relate may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the notes offered\nshould conduct their own due diligence on the notes. If you do not understand the contents of this prospectus supplement and the accompanying prospectus you should consult an authorized financial advisor.

In relation to its use in the Dubai International Financial Centre (the “DIFC”), this prospectus supplement and the accompanying prospectus\nare strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the\nnotes may not be offered or sold directly or indirectly to the public in the DIFC.

Notice to Prospective Investors in Israel

This prospectus supplement and the accompanying prospectus do not constitute a prospectus under the Israeli Securities Law, 5728-1968 (the “Israeli\nSecurities Law”), and have not been filed with or approved by the Israel Securities Authority. In Israel, this prospectus supplement and the accompanying prospectus are being distributed only to, and are directed only at, and any offer of the\nnotes is directed only at (i) a limited number of persons in accordance with the Israeli Securities Law and (ii) investors listed in the first addendum (the “Addendum”) to the Israeli Securities Law. Qualified investors may be\nrequired to submit written confirmation that they fall within the scope of the Addendum.

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LEGAL MATTERS

The validity of the notes being offered will be passed upon for us by Simpson Thacher & Bartlett LLP, San Francisco, California. The\nunderwriters have been represented by Cravath, Swaine & Moore LLP, New York, New York.

EXPERTS

The consolidated financial statements of CBRE Group, Inc. and subsidiaries as of December 31, 2025 and 2024 and for each of the years in the three-year period\nended December 31, 2025, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2025 have been incorporated by reference herein and in the registration statement (of which this\nprospectus supplement forms a part) in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

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\n\n\n $\"LOGO\"$ \n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

CBRE Group, Inc.

Debt Securities

Guarantees of Debt Securities and Warrants

Class A Common Stock

Preferred Stock

Depositary Shares

Warrants

Units

CBRE Services, Inc.

Debt Securities

Guarantees of Debt Securities and Warrants

Warrants

Units

This prospectus relates to the sale from time to time in one or more offerings of:

\n\n\n\n\n

•

debt securities of CBRE Group, Inc. or CBRE Services, Inc., which may be senior debt securities, senior\nsubordinated debt securities or subordinated debt securities;

\n\n\n\n\n

•

guarantees of any debt securities or warrants to purchase any equity or debt securities of CBRE Group, Inc.;\n

\n\n\n\n\n

•

guarantees of any debt securities or warrants to purchase any debt securities of CBRE Services, Inc.;\n

\n\n\n\n\n

•

Class A common stock of CBRE Group, Inc.;

\n\n\n\n\n

•

preferred stock of CBRE Group, Inc.;

\n\n\n\n\n

•

depositary shares representing fractional interests in preferred stock of CBRE Group, Inc.;

\n\n\n\n\n

•

warrants to purchase any equity or debt securities of CBRE Group, Inc.;

\n\n\n\n\n

•

warrants to purchase any debt securities of CBRE Services, Inc.; or

\n\n\n\n\n

•

units, comprised of two or more of any of the securities referred to herein, in any combination.\n

Debt securities and warrants issued by CBRE Group, Inc. may be guaranteed by CBRE Services, Inc. Debt securities and\nwarrants issued by CBRE Services, Inc. may be guaranteed by CBRE Group, Inc.

This prospectus describes some of the general terms that may\napply to these securities. The specific terms of any securities to be offered will be described in supplements to this prospectus. The prospectus supplements may also add, update or change information contained in this prospectus. This prospectus\nmay not be used to offer and sell securities unless accompanied by a prospectus supplement. We will not receive any proceeds from the securities sold by any selling securityholder.

When securities are offered under this prospectus, we will provide you with a prospectus supplement describing the specific securities being\noffered, the manner in which they are being offered and the offering price of the securities. The securities may be offered separately or together in any combination or as a separate series. You should read this prospectus and any accompanying\nprospectus supplement carefully before you invest. We or any selling securityholder may sell these securities to or through underwriters, and also to other purchasers or through dealers or agents, or through any combination of those methods, on a\ncontinuous or delayed basis. The names of the underwriters and selling securityholders, if any, will be set forth in the accompanying prospectus supplement.

Our Class A common stock is listed on the New York Stock Exchange (Symbol: CBRE).

Investing in our securities involves risk. You should carefully review the risks and uncertainties described under the heading “Risk\n Factors” on page 7 contained in this prospectus, the applicable prospectus supplement and any related free writing prospectus and under similar headings in the other documents incorporated by reference into this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or\ndetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this\nprospectus is December 19, 2023

TABLE OF CONTENTS


	Page
About this Prospectus		1
Where You Can Find More Information		1
Forward Looking Statements		3
The Company		6
Risk Factors		7
Use of Proceeds		8
General Description of Securities That May Be Sold		9
Description of Debt Securities		9
Description of Preferred Stock		23
Description of Depositary Shares		24
Description of Warrants		29
Description of Units		30
Plan of Distribution		31
Legal Matters		31
Experts		31

ABOUT THIS PROSPECTUS

This prospectus is part of a “shelf” registration statement that we have filed with the Securities and Exchange Commission, or\nSEC. By using a shelf registration statement, we or any of the selling securityholders may sell, at any time and from time to time over the next three years, in one or more offerings, any combination of the securities described in this prospectus.\n

This prospectus provides you with a general description of the securities that we or any of the selling securityholders may offer. Each\ntime we or the selling securityholders sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering, including the specific amounts, prices and terms of the securities offered and\ninformation regarding the selling securityholders, if any. The prospectus supplements may also add, update or change information contained in this prospectus. The exhibits to the registration statement of which this prospectus is a part contain the\nfull text of certain contracts and other important documents we have summarized in this prospectus. Since these summaries may not contain all the information that you may find important in deciding whether to purchase the securities we or any of the\nselling securityholders may offer, you should review the full text of these documents. The registration statement and the exhibits can be obtained from the SEC as indicated under the heading “Where You Can Find More Information” below.\n

You should rely only on the information contained or incorporated by reference in this prospectus, any applicable prospectus supplement\nor any related free writing prospectus filed with the SEC. We have not authorized any other person to provide you with additional or different information. No offer to sell these securities will be made in any jurisdiction where the offer or sale is\nnot permitted. You should assume that the information contained in or incorporated by reference in this prospectus is accurate only as of the date on the cover page. Our business, financial condition, results of operations and prospectus may have\nchanged since that date.

In this prospectus, the terms “we,” “us,” and “our” refer to CBRE Group,\nInc. and include all of its consolidated subsidiaries, unless the context requires otherwise. The phrase “this prospectus” refers to this prospectus and any applicable prospectus supplement, unless the context otherwise requires.

WHERE YOU CAN FIND MORE INFORMATION

Available Information

We file reports,\nproxy statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s website http://www.sec.gov.

Our Class A common stock is listed on the New York Stock Exchange (symbol: CBRE), and reports, proxy statements and other information\nconcerning us can also be inspected at the offices of the New York Stock Exchange at 11 Wall Street, New York, New York 10005. Our website at http://www.cbre.com contains information concerning us. We routinely use our website as a channel of\ndistribution for our information, including financial and other material information. On the Investor Relations page of that website, we provide access to all of our SEC filings, free of charge, as soon as reasonably practicable after filing with\nthe SEC. The information at our website is not incorporated in this prospectus by reference, and you should not consider it a part of this prospectus.

Incorporation by Reference

We will “incorporate by reference” information into this prospectus by disclosing important information to you by referring you to\nanother document that is filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede that information. This\nprospectus incorporates by reference the documents set forth below that have been previously filed with the SEC. These documents contain important information about us.

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Our annual report on Form\n 10-K for the fiscal year ended December 31, 2022, filed on February 27, 2023;

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Our quarterly reports on Form 10-Q for the quarterly periods ended March\n 31, 2023, June \n30, 2023 and September 30, 2023;

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Our current reports on Form 8-K, filed on January\n 25, 2023, February \n17, 2023, March \n15, 2023, May \n22, 2023, June \n23, 2023, July \n10, 2023 and November 17, 2023 (with respect to Item 5.03 only);

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Those portions of our definitive Proxy\n Statement for the 2023 Annual Meeting of Stockholders that are incorporated by reference in our Form 10-K for the fiscal year ended December 31, 2022; and

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The description of our Class \nA common stock filed as Exhibit 4.3 to our annual report on Form 10-K for the fiscal year ended\nDecember 31, 2019, filed on March 2, 2020.

We are also incorporating by reference additional documents that\nwe file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this prospectus; provided, however, that nothing contained herein, whether specifically\nlisted above or filed in the future, shall be deemed to incorporate information furnished to, but not filed with, the SEC.

We\nwill provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus has been delivered, a copy of any and all of these filings. You may request a copy of these filings by contacting us at:

Investor Relations

CBRE Group,\nInc.

2100 McKinney Avenue, Suite 1250

Dallas, Texas 75201

E-mail: investorrelations@cbre.com

(214) 863-3145

FORWARD LOOKING STATEMENTS

This prospectus and any prospectus supplement includes or incorporates by reference forward-looking statements. These statements, which are\nnot statements of historical fact, may contain estimates, assumptions, projections and/or expectations regarding future events, which may or may not occur. The words “anticipate,” “believe,” “could,”\n“should,” “propose,” “continue,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” and\nsimilar terms and phrases are used in this prospectus, any prospectus supplement and the documents incorporated by reference in this prospectus to identify forward-looking statements. These statements relate to analyses and other information based\non forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies.

These forward-looking statements are made based on our management’s expectations and beliefs concerning future events affecting us and\nare subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. These uncertainties and factors could cause our actual results to differ\nmaterially from those matters expressed in or implied by these forward-looking statements.

The following factors are among those, but are\nnot only those, that may cause actual results to differ materially from the forward-looking statements:

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disruptions in general economic, political and regulatory conditions, particularly in geographies or industry\nsectors where our business may be concentrated;

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poor performance of real estate investments or other conditions that negatively impact clients’ willingness\nto make real estate or long-term contractual commitments and the cost and availability of capital for investment in real estate;

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foreign currency fluctuations and changes in currency restrictions, trade sanctions and import/export and\ntransfer pricing rules;

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our ability to compete globally, or in specific geographic markets or business segments that are material to us;\n

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our ability to identify, acquire and integrate accretive businesses;

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costs and potential future capital requirements relating to businesses we may acquire;

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integration challenges arising out of companies we may acquire;

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increases in unemployment and general slowdowns in commercial activity;

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trends in pricing and risk assumption for commercial real estate services;

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the effect of significant changes in capitalization rates across different property types;

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a reduction by companies in their reliance on outsourcing for their commercial real estate needs, which would\naffect our revenues and operating performance;

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client actions to restrain project spending and reduce outsourced staffing levels;

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our ability to further diversify our revenue model to offset cyclical economic trends in the commercial real\nestate industry;

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our ability to attract new occupier and investor clients;

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our ability to retain major clients and renew related contracts;

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our ability to leverage our global services platform to maximize and sustain long-term cash flow;\n

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our ability to continue investing in our platform and client service offerings;

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our ability to maintain expense discipline;

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the emergence of disruptive business models and technologies;

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negative publicity or harm to our brand and reputation;

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the failure by third parties to comply with service level agreements or regulatory or legal requirements;\n

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the ability of CBRE Capital Markets, Inc. to periodically amend, or replace, on satisfactory terms, the\nagreements for its warehouse lines of credit;

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declines in lending activity of U.S. Government-Sponsored Enterprises, regulatory oversight of such activity and\nour mortgage servicing revenue from the commercial real estate mortgage market;

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litigation and its financial and reputational risks to us;

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our exposure to liabilities in connection with real estate advisory and property management activities and our\nability to procure sufficient insurance coverage on acceptable terms;

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our ability to retain, attract and incentivize key personnel;

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our ability to manage organizational challenges associated with our size;

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liabilities under guarantees, or for construction defects, that we incur in our development services business;\n

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variations in historically customary seasonal patterns that cause our business not to perform as expected;\n

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our and our employees’ ability to execute on, and adapt to, information technology strategies and trends;\n

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our ability to comply with laws and regulations related to our global operations, including real estate\nlicensure, tax, labor and employment laws and regulations, fire and safety building requirements and regulations, as well as data privacy and protection regulations, ESG matters, and the anti-corruption laws and trade sanctions of the U.S. and other\ncountries;

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changes in applicable tax or accounting requirements;

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any inability for us to implement and maintain effective internal controls over financial reporting;\n

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the effect of implementation of new accounting rules and standards or the impairment of our goodwill and\nintangible assets;

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the performance of our equity investments in companies we do not control; and

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the other factors described elsewhere in this prospectus or any document incorporated by reference herein,\nincluding our annual report on Form 10-K, our quarterly reports on Form 10-Q and other documents or reports we file with the SEC.

Forward-looking statements speak only as of the date the statements are made. You should not put undue reliance on any forward-looking\nstatements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities\nlaws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. Additional information concerning these and other risks and\nuncertainties is contained in our other periodic filings with the SEC that are incorporated by reference in this prospectus.

THE COMPANY

We are the world’s largest commercial real estate services and investment firm, based on 2022 revenue, with leading global market\npositions in our leasing, property sales, occupier outsourcing and valuation businesses. As of December 31, 2022, the company had approximately 115,000 employees (excluding Turner & Townsend Holdings Limited employees) serving clients\nin more than 100 countries.

We provide services to real estate investors and occupiers. For investors, our services include capital\nmarkets (property sales and mortgage origination), mortgage sales and servicing, property leasing, investment management, property management, valuation and development services, among others. For occupiers, our services include facilities\nmanagement, project management, transaction (property sales and leasing) and consulting services, among others. We provide services under the following brand names: “CBRE” (real estate advisory and outsourcing services); “CBRE\nInvestment Management” (investment management); “Trammell Crow Company” (primarily U.S. development); “Telford Homes” (U.K. development); and “Turner & Townsend Holdings Limited” (Turner &\nTownsend, project management).

We generate revenue from stable, recurring sources (large multi-year portfolio and per project contracts)\nand from cyclical, non-recurring sources, including commissions on transactions. Our revenue mix has become more weighted towards stable revenue sources, particularly occupier outsourcing, and we are less\ndependent on cyclical property sales and lease transaction revenue than we were a decade or more ago. We believe we are well-positioned to capture a substantial and growing share of market opportunities at a time when investors and occupiers\nincreasingly prefer to purchase integrated, account-based services on a national and global basis.

In 2022, we generated revenue from a\nhighly diversified base of clients, including more than 95 of the Fortune 100 companies. We have been an S&P 500 company since 2006 and are currently ranked #135 on the Fortune 500. We have been voted the most recognized commercial real estate\nbrand in the Lipsey Company survey for 22 years in a row. We have also been rated a World’s Most Ethical Company by the Ethisphere Institute for ten consecutive years and included in the Dow Jones World Sustainability Index for four years in a\nrow (including 2022, the most recent year this ranking is available) and the Bloomberg Gender-Equality Index for four years in a row.

Our\nprincipal executive offices are located at 2100 McKinney Avenue, Suite 1250, Dallas, Texas 75201, and our telephone number is (214) 979-6100.

RISK FACTORS

Our business is subject to uncertainties and risks. Before deciding whether to purchase any of our securities, you should carefully consider\nand evaluate all of the information included and incorporated by reference in this prospectus, including the risk factors incorporated by reference from our most recent annual report on Form 10-K, as\nupdated by our quarterly reports on Form 10-Q and other filings we make with the SEC. Our business, financial condition, liquidity or results of operations could be materially adversely affected by any of\nthese risks and could result in a partial or complete loss of your investment.

USE OF PROCEEDS

Except as may be described otherwise in a prospectus supplement, we will add the net proceeds from any sale of securities to which this\nprospectus relates to our general funds and will use them for general corporate purposes. General corporate purposes may include repayment of debt, acquisitions, additions to working capital, capital expenditures, investments in our subsidiaries and\nco-investments in our investment funds.

We may designate a specific allocation of the net\nproceeds of an offering of securities by us to a specific purpose, if any, at the time of the offering and will describe any allocation in the related prospectus supplement. Net proceeds may be temporarily invested prior to use.

GENERAL DESCRIPTION OF SECURITIES THAT MAY BE SOLD

This prospectus contains or incorporates by reference summary descriptions of the debt securities, Class A common stock, preferred stock,\ndepositary shares, warrants and units that we and any securityholder may sell from time to time. These summary descriptions are not meant to be complete descriptions of each security. The particular terms of any security will be described in the\nrelated prospectus supplement.

DESCRIPTION OF DEBT SECURITIES

We have summarized below general terms and conditions of the debt securities or guarantees of debt securities that CBRE Group, Inc. or CBRE\nServices, Inc. may offer and sell pursuant to this prospectus. The debt securities (and any associated guarantees) will either be senior debt securities, senior subordinated debt securities or subordinated debt securities. When we offer to sell a\nparticular series of debt securities, we will describe the specific terms and conditions of the series in a prospectus supplement to this prospectus, including the terms, if any, on which a series of debt securities may be convertible into or\nexchangeable for our common stock, preferred stock or other debt securities. We will also indicate in the applicable prospectus supplement whether the general terms and conditions described in this prospectus apply to the series of debt securities.\nIn addition, the terms and conditions of the debt securities of a series may be different in one or more respects from the terms and conditions described below. If so, those differences will be described in the applicable prospectus supplement. We\nmay, but need not, describe any additional or different terms and conditions of such debt securities in an annual report on Form 10-K, a quarterly report on Form\n10-Q or a current report on Form 8-K filed with the SEC, the information in which would be incorporated by reference in this prospectus and such report will be\nidentified in the applicable prospectus supplement.

We will issue the debt securities in one or more series under indentures among CBRE\nGroup, Inc., CBRE Services, Inc., subsidiary guarantors named therein, and, in the case of debt securities issued by CBRE Group, Inc., Computershare Trust Company, National Association, as trustee, and, in the case of debt securities issued by CBRE\nServices, Inc., Computershare Trust Company, as successor to Wells Fargo Bank, National Association, as trustee.

The following summary of\nprovisions of the indentures does not purport to be complete and is subject to, and qualified in its entirety by reference to, all of the provisions of the indentures, including definitions therein of certain terms. This summary may not contain all\nof the information that you may find useful.

The terms and conditions of the debt securities of each series will be set forth in those\ndebt securities and in the applicable indenture. For a comprehensive description of any series of debt securities being offered to you pursuant to this prospectus, you should read both this prospectus and the applicable prospectus supplement.

We have filed the forms of the indentures as exhibits to the registration statement of which this prospectus forms a part. A form of each debt\nsecurity, reflecting the specific terms and provisions of that series of debt securities, will be filed with the SEC in connection with each offering and will be incorporated by reference in the registration statement of which this prospectus forms\na part.

You may obtain a copy of the indentures and any form of debt security that has been filed in the manner described under\n“Where You Can Find More Information.” Capitalized terms used and not defined in this summary have the meanings specified in the indenture. For purposes of this section of this prospectus, references to “we,” “us”\nand “our” are to either CBRE Group, Inc. or CBRE Services, Inc. (depending on the applicable issuer of debt securities) and not to any of their respective subsidiaries. References to the “applicable prospectus supplement” are\nto the prospectus supplement to this prospectus that describes the specific terms and conditions of a series of debt securities.

General

We may offer the debt securities from time to time in as many distinct series as we may determine. All debt securities will be our senior\nobligations, senior subordinated obligations or subordinated obligations, as the case may be.

The indentures do not limit the amount of\ndebt securities that we may issue under such indentures. We may, without the consent of the holders of the debt securities of any series, issue additional debt securities ranking equally with, and otherwise similar in all respects to, the debt\nsecurities of the series (except for the public offering price and the issue date) so that those additional debt securities will be consolidated and form a single series with the debt securities of the series previously offered and sold under a\nparticular indenture.

The debt securities of each series will be issued in fully registered form without interest coupons. We currently\nanticipate that the debt securities of each series offered and sold pursuant to this prospectus will be issued as global debt securities as described under “—Book-Entry; Delivery and Form; Global Securities” and will trade in\nbook-entry form only.

Debt securities denominated in U.S. dollars will be issued in denominations of $2,000 and any integral multiple of\n$1,000 in excess thereof, unless otherwise specified in the applicable prospectus supplement. If the debt securities of a series are denominated in a foreign or composite currency, the applicable prospectus supplement will specify the denomination\nor denominations in which those debt securities will be issued.

Unless otherwise specified in the applicable prospectus supplement, we\nwill repay the debt securities of each series at 100% of their principal amount, together with accrued and unpaid interest thereon at maturity, except if those debt securities have been previously redeemed or purchased and cancelled.

Unless otherwise specified in the applicable prospectus supplement, the debt securities of each series will not be listed on any securities\nexchange.

Provisions of Indentures

The indentures provide that debt securities may be issued under such indentures from time to time in one or more series. For each series of\ndebt securities, this prospectus and the applicable prospectus supplement will describe the following terms and conditions of that series of debt securities:

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the title of the series;

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the maximum aggregate principal amount, if any, established for debt securities of the series;\n

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whether the debt securities of the series will rank as senior securities, senior subordinated securities or\nsubordinated securities or any combination thereof and the terms of such subordination;

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the person to whom any interest on a debt security of the series will be payable, if other than the person in\nwhose name that debt security (or one or more predecessor debt securities) is registered at the close of business on the regular record date for such interest;

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the date or dates on which the principal of any debt securities of the series will be payable or the method used\nto determine or extend those dates;

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the rate or rates at which any debt securities of the series will bear interest, if any, the date or dates from\nwhich any such interest will accrue, the interest payment dates on which any such interest will be payable and the regular record date for any such interest payable on any interest payment date;

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the place or places where the principal of and premium, if any, and interest on any debt securities of the series\nwill be payable and the manner in which any payment may be made;

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the period or periods within which, the price or prices at which and the terms and conditions upon which any debt\nsecurities of the series may be redeemed, in whole or in part, at our option and, if other than by a board resolution, the manner in which any election by us to redeem the debt securities will be evidenced;

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our obligation or right, if any, to redeem or purchase any debt securities of the series pursuant to any sinking\nfund or at the option of the holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which any debt securities of the series will be redeemed or purchased, in whole or in part, pursuant\nto such obligation;

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if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in\nwhich any debt securities of the series will be issuable;

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if the amount of principal of or premium, if any, or interest on any debt securities of the series may be\ndetermined with reference to a financial or economic measure or index or pursuant to a formula, the manner in which such amounts will be determined;

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if other than U.S. dollars, the currency, currencies or currency units in which the principal of or premium, if\nany, or interest on any debt securities of the series will be payable and the manner of determining the equivalent thereof in U.S. dollars for any purpose;

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if the principal of or premium, if any, or interest on any debt securities of the series is to be payable, at our\nelection or the election of the holder thereof, in one or more currencies or currency units other than that or those in which such debt securities are stated to be payable, the currency, currencies or currency units in which the principal of or\npremium, if any, or interest on such debt securities as to which such election is made will be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which\nsuch amount will be determined);

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if other than the entire principal amount thereof, the portion of the principal amount of any debt securities of\nthe series which will be payable upon declaration of acceleration of the maturity thereof pursuant to the indenture;

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if the principal amount payable at the stated maturity of any debt securities of the series will not be\ndeterminable as of any one or more dates prior to the stated maturity, the amount which will be deemed to be the principal amount of such debt securities as of any such date for any purpose thereunder or hereunder, including the principal amount\nthereof which will be due and payable upon any maturity other than the stated maturity or which will be deemed to be outstanding as of any date prior to the stated maturity (or, in any such case, the manner in which such amount deemed to be the\nprincipal amount will be determined);

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if other than by a board resolution, the manner in which any election by us to defease any debt securities of the\nseries pursuant to the indenture will be evidenced; whether any debt securities of the series other than debt securities denominated in U.S. dollars and bearing interest at a fixed rate are to be subject to the defeasance provisions of the\nindenture; or, in the case of debt securities denominated in U.S. dollars and bearing interest at a fixed rate, if applicable, that the debt securities of the series, in whole or any specified part, will not be defeasible pursuant to the indenture;\n

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if applicable, that any debt securities of the series will be issuable in whole or in part in the form of one or\nmore global securities and, in such case, the respective depositaries for such global securities and the form of any legend or legends which will be borne by any such global securities, and any circumstances in which any such global security may be\nexchanged in whole or in part for debt securities registered, and any transfer of such global security in whole or in part may be registered, in the name or names of persons other than the depositary for such global security or a nominee thereof;\n

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any addition to, deletion from or change in the events of default applicable to any debt securities of the series\nand any change in the right of the trustee or the requisite holders of such debt securities to declare the principal amount thereof due and payable;

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any addition to, deletion from or change in the covenants applicable to debt securities of the series;\n

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if the debt securities of the series are to be convertible into or exchangeable for cash and/or any securities or\nother property of any person (including us), the terms and conditions upon which such debt securities will be so convertible or exchangeable;

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whether the debt securities of the series will be guaranteed by any persons and, if so, the identity of such\npersons, the terms and conditions upon which such debt securities will be guaranteed and, if applicable, the terms and conditions upon which such guarantees may be subordinated to other indebtedness of the respective guarantors;\n

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whether the debt securities of the series will be secured by any collateral and, if so, the terms and conditions\nupon which such debt securities will be secured and, if applicable, upon which such liens may be subordinated to other liens securing other indebtedness of us or of any guarantor; and

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any other terms of the debt securities of the series and the guarantees thereof (which terms will not be\ninconsistent with the provisions of the applicable indenture, except as permitted thereunder).

Interest

In the applicable prospectus supplement, we will designate the debt securities of a series as being either debt securities bearing interest at\na fixed rate of interest or debt securities bearing interest at a floating rate of interest at the rate specified or determined in the applicable prospectus supplement. Each debt security will begin to accrue interest from the date on which it is\noriginally issued. Interest on each such debt security will be payable in arrears on the interest payment dates set forth in the applicable prospectus supplement and at maturity or, if earlier, the redemption date described below. Interest will be\npayable to the holder of record of the debt securities at the close of business on the record date for each interest payment date, which record dates will be specified in the applicable prospectus supplement.

Optional Redemption

Redemption at Our Option\n

If specified in the applicable prospectus supplement, we may elect to redeem all or part of the outstanding debt securities of a\nseries from time to time before the maturity date of the debt securities of that series. Upon such election, we will notify the trustee of the redemption date and the principal amount of debt securities of the series to be redeemed. If less than all\nthe debt securities of the series are to be redeemed, the particular debt securities of that series to be redeemed will be selected by the trustee by such method as the trustee deems fair and appropriate and in accordance with The Depository Trust\nCompany (“DTC”) procedures. The applicable prospectus supplement will specify the redemption price for the debt securities to be redeemed (or the method of calculating such price), in each case in accordance with the terms and conditions\nof those debt securities.

Notice of redemption will be given to each holder of the debt securities to be redeemed not less than 30 nor\nmore than 60 days prior to the date set for such redemption. This notice will include the following information: the redemption date; the redemption price (or the method of calculating such price); if less than all of the outstanding debt securities\nof such series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the particular debt securities to be redeemed; the place or places where such debt securities are to be surrendered\nfor payment of the redemption price; and, if applicable, the CUSIP number of the debt securities to be redeemed.

By no later than 11:00\na.m. (New York City time) on the redemption date, we will deposit or cause to be deposited with the trustee or with a paying agent (or, if we are acting as our own paying agent with respect to the debt securities being redeemed, we will segregate\nand hold in trust as provided in the indenture) an amount of money sufficient to pay the aggregate redemption price of, and (except if the redemption date shall be an interest

\npayment date or the debt securities of such series provide otherwise) accrued interest on, all of the debt securities or the part thereof to be redeemed on that date. On the redemption date, the\nredemption price will become due and payable upon all of the debt securities to be redeemed, and interest, if any, on the debt securities to be redeemed will cease to accrue from and after that date. Upon surrender of any such debt securities for\nredemption, we will pay those debt securities surrendered at the redemption price together, if applicable, with accrued interest to the redemption date.

Any debt securities to be redeemed only in part must be surrendered at the office or agency established by us for such purpose, and we will\nexecute, and the trustee will authenticate and deliver to a holder without service charge, new debt securities of the same series and of like tenor, of any authorized denominations as requested by such holder, in a principal amount equal to and in\nexchange for the unredeemed portion of the debt securities that holder surrenders.

Repayment at Holder’s Option

If specified in the applicable prospectus supplement, the holders of the debt securities of a series will have the option to elect repayment of\nthose debt securities by us prior to the stated maturity of the debt securities of that series at a time or times, and subject to the conditions, specified in the applicable prospectus supplement. If the holders of those debt securities have that\noption, the applicable prospectus supplement will specify the optional repayment date or dates on which the debt security may be repaid and the optional repayment price, or the method by which such price will be determined. The optional repayment\nprice is the price at which, together with accrued interest to the optional repayment date, the debt security may be repaid at the holder’s option on each such optional repayment date.

Any tender of a debt security by the holder for repayment will be irrevocable. Any repayment option of a holder may be exercised by the holder\nof debt securities for less than the entire principal amount of the debt security; provided that the principal amount of the debt security remaining outstanding after repayment will be an authorized denomination. Upon such partial repayment,\nthe debt securities will be canceled and new debt securities for the remaining principal amount will be issued in the name of the holder of the repaid debt securities.

If debt securities are represented by a global security as described under “—Book-Entry; Delivery and Form; Global\nSecurities,” the securities depository for the global security or its nominee will be the holder of the debt security and, therefore, will be the only person that can exercise a right to repayment. In order to ensure that the depository or its\nnominee will timely exercise a right to repayment relating to a particular debt security, the beneficial owner of the debt security must instruct the broker or other direct or indirect participant in the depository through which it holds an interest\nin the debt security to notify the depository of its desire to exercise a right to repayment by the appropriate cut-off time for notifying the participant. Different firms have different cut-off times for accepting instructions from their customers. Accordingly, you should consult the broker or other direct or indirect participant through which you hold an interest in a debt security in order to\nascertain the cut-off time by which such an instruction must be given for timely notice to be delivered to the appropriate depository.

Payment and Transfer or Exchange

Principal of and premium, if any, and interest on the debt securities of each series will be payable, and the debt securities may be exchanged\nor transferred, at the office or agency maintained by us for such purpose which initially will be the trustee’s office located at 1505 Energy Park Drive, St Paul, MN 55108 Attention: Corporate Trust Department – CBRE Group, Inc.\nAdministrator. Payment of principal of and premium, if any, and interest on a global security registered in the name of or held by DTC or its nominee will be made in immediately available funds to DTC or its nominee, as the case may be, as the\nregistered holder of such global security. If any of the debt securities is no longer represented by a global security, payment of interest on certificated debt securities in definitive form may, at our option, be made by check mailed directly to\nholders at their registered addresses. See “—Book-Entry; Delivery and Form; Global Securities.”

A holder may transfer or exchange any certificated debt securities in definitive form at the\nsame location given in the preceding paragraph. No service charge will be made for any registration of transfer or exchange of debt securities, but we may require payment of a sum sufficient to cover any transfer tax or other similar governmental\ncharge payable in connection therewith.

We are not required to transfer or exchange any debt security selected for redemption for a\nperiod of 15 days before mailing of a notice of redemption of the debt security to be redeemed.

The transferor shall provide, or cause to\nbe provided, to the trustee all information necessary to allow the trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code\nSection 6045. The trustee may rely on any such information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

The registered holder of a debt security will be treated as the owner of it for all purposes.

All amounts of principal of and premium, if any, or interest on the debt securities paid by us that remain unclaimed two years after such\npayment was due and payable will be repaid to us, and the holders of such debt securities will thereafter look solely to us for payment.

Guarantees\n

Each prospectus supplement will describe, as to the debt securities to which it relates, any guarantees by us, including the terms of\nsubordination, if any, of such guarantees. Any such guarantees will be full and unconditional.

Covenants

Each indenture sets forth limited covenants, including the covenant described below, that will apply to each series of debt securities issued\nunder such indenture, unless otherwise specified in the applicable prospectus supplement.

The debt securities and related guarantees may\ncontain certain additional restrictive covenants to be set forth in an applicable officer’s certificate or supplemental indenture.

Consolidation, Merger and Sale of Assets

Each indenture provides that we may consolidate with or merge with or into any other person, and may sell, transfer, lease or convey all or\nsubstantially all of our properties and assets to another person; provided that the following conditions are satisfied:

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we are the continuing entity, or the resulting, surviving or transferee person (the “Successor”) is a\nperson organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and the Successor (if not us) will expressly assume, by supplemental indenture, all of our obligations under the debt\nsecurities and the applicable indenture and, for each security that by its terms provides for conversion, provide for the right to convert such security in accordance with its terms;

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immediately after giving effect to such transaction, no default or event of default under the applicable\nindenture has occurred and is continuing; and

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the trustee receives from us an officer’s certificate and an opinion of counsel that the merger,\nconsolidation or transfer and such supplemental indenture, as the case may be, complies with the applicable provisions of the applicable indenture.

If we consolidate or merge with or into any other person or sell, transfer, lease or convey\nall or substantially all of our properties and assets in accordance with the applicable indenture, the Successor will be substituted for us in such indenture, with the same effect as if it had been an original party to such indenture. As a result,\nthe Successor may exercise our rights and powers under such indenture, and we will be released from all our liabilities and obligations under such indenture and under the debt securities.

Any substitution of the Successor for us might be deemed for federal income tax purposes to be an exchange of the debt securities for\n“new” debt securities, resulting in recognition of gain or loss for such purposes and possibly certain other adverse tax consequences to beneficial owners of the debt securities. Holders should consult their own tax advisors regarding\nthe tax consequences of any such substitution.

For purposes of this covenant, “person” means any individual, corporation,\npartnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity.

Events of Default

Each of the following\nevents are defined in the indenture as an “event of default” (whatever the reason for such event of default and whether or not it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or\norder of any court or any order, rule or regulation of any administrative or governmental body) with respect to the debt securities of any series:

(1) default in the payment of any installment of interest on any debt securities of that series for 30 days after becoming due;

(2) default in the payment of principal of or premium, if any, on any debt securities of that series when it becomes due and payable at its\nstated maturity, upon optional redemption, upon declaration or otherwise;

(3) default in the deposit of any sinking fund payment, when\nand as due by the terms of any debt securities of that series;

(4) default in the performance, or breach, of any covenant or agreement of\nours in the indenture with respect to the debt securities of that series (other than as referred to in clause (1), (2) or (3) above), which continues for a period of 90 days (except that, in the case of a default in the performance or\nbreach of a reporting covenant, such period shall be of 180 days) after written notice to us by the trustee or to us and the trustee by the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series;

(5) we, pursuant to or within the meaning of the Bankruptcy Law:

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commence a voluntary case or proceeding;

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consent to the entry of an order for relief against us in an involuntary case or proceeding;\n

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consent to the appointment of a Custodian of us or for all or substantially all of our property;\n

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make a general assignment for the benefit of our creditors;

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file a petition in bankruptcy or answer or consent seeking reorganization or relief;

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consent to the filing of such petition or the appointment of or taking possession by a Custodian; or\n

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take any comparable action under any foreign laws relating to insolvency;

(6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

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is for relief against us in an involuntary case, or adjudicates us insolvent or bankrupt;

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appoints a Custodian of us or for all or substantially all of our property; or

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orders the winding-up or liquidation of us (or any similar relief is\ngranted under any foreign laws), and the order or decree remains unstayed and in effect for 90 days; or

(7) any other\nevent of default provided with respect to debt securities of that series occurs.

“Bankruptcy Law” means Title 11, United\nStates Code or any similar federal or state or foreign law for the relief of debtors.

“Custodian” means any custodian,\nreceiver, trustee, assignee, liquidator or other similar official under any Bankruptcy Law.

If an event of default with respect to debt\nsecurities of any series (other than an event of default relating to certain events of bankruptcy, insolvency, or reorganization of us) occurs and is continuing, the trustee by notice to us, or the holders of at least 25% in aggregate principal\namount of the outstanding debt securities of that series by notice to us and the trustee, may, and the trustee at the request of these holders will, declare the principal of and premium, if any, and accrued and unpaid interest on all the debt\nsecurities of that series to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. If an event of default relating to certain events of bankruptcy, insolvency, or\nreorganization of us occurs and is continuing, the principal of and premium, if any, and accrued and unpaid interest on the debt securities of that series will become and be immediately due and payable without any declaration or other act on the\npart of the trustee or any holders.

The holders of not less than a majority in aggregate principal amount of the outstanding debt\nsecurities of any series may rescind a declaration of acceleration and its consequences, if we have deposited certain sums with the trustee and all events of default with respect to the debt securities of that series, other than the non-payment of the principal or interest which have become due solely by such acceleration, have been cured or waived, as provided in the applicable indenture.

An event of default for a particular series of debt securities does not necessarily constitute an event of default for any other series of\ndebt securities issued under any indenture.

We are required to furnish the trustee annually a statement by certain of our officers to the\neffect that, to their knowledge, we are not in default in the fulfillment of any of our obligations under the indentures or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the status of each\nsuch default.

No holder of any debt securities of any series will have any right to institute any judicial or other proceeding with\nrespect to the applicable indenture, or for the appointment of a receiver or trustee, or for any other remedy unless:

(1) an event of\ndefault has occurred and is continuing and such holder has given the trustee prior written notice of such continuing event of default with respect to the debt securities of that series;

(2) the holders of not less than 25% of the aggregate principal amount of the outstanding debt securities of that series have requested the\ntrustee to institute proceedings in respect of such event of default;

(3) such holder or holders have offered to the trustee indemnity\nreasonably satisfactory to it against its costs, fees, expenses, losses and liabilities in complying with such request;

(4) the trustee\nhas failed to institute proceedings 60 days after the receipt of such notice, request and offer of indemnity; and

(5) no direction inconsistent with such written request has been given for 60 days by the\nholders of a majority in aggregate principal amount of the outstanding debt securities of that series.

The holders of a majority in\naggregate principal amount of outstanding debt securities of a series will have the right, subject to certain limitations, to direct the time, method and place of conducting any proceeding for any remedy available to the trustee with respect to the\ndebt securities of that series or exercising any trust or power conferred to the trustee, and to waive certain defaults. The indentures provide that if an event of default occurs and is continuing, the trustee will exercise such of its rights and\npowers under the applicable indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Subject to such provisions, the\ntrustee will be under no obligation to exercise any of its rights or powers under the applicable indenture at the request of any of the holders of the debt securities of a series unless they will have offered to the trustee security or indemnity\nsatisfactory to the trustee against the costs, fees, expenses, losses and liabilities which might be incurred by it in compliance with such request.

Notwithstanding the foregoing, the holder of any debt security will have an absolute and unconditional right to receive payment of the\nprincipal of and premium, if any, and interest on that debt security on or after the due dates expressed in that debt security and to institute suit for the enforcement of payment.

Modification and Waivers

Modification\nand amendments of an indenture and the debt securities of any series may be made by us and the trustee with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding debt securities of that series\naffected thereby; provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding debt security of that series affected thereby:

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change the stated maturity of the principal of, or installment of interest on, any debt security;\n

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reduce the principal amount of any debt security or reduce the amount of the principal of any debt security which\nwould be due and payable upon a declaration of acceleration of the maturity thereof or reduce the rate of interest on any debt security;

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reduce any premium payable on the redemption of any debt security or change the date on which any debt security\nmay or must be redeemed;

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change the coin or currency in which the principal of or premium, if any, or interest on any debt security is\npayable;

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impair the right of any holder to institute suit for the enforcement of any payment on or after the stated\nmaturity of any debt security (or, in the case of redemption, on or after the redemption date);

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reduce the percentage in principal amount of the outstanding debt securities, the consent of whose holders is\nrequired in order to take certain actions;

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reduce the requirements for quorum or voting by holders of debt securities in such indenture or the debt\nsecurity;

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modify any of the provisions in such indenture regarding the waiver of past defaults and the waiver of certain\ncovenants by the holders of debt securities except to increase any percentage vote required or to provide that certain other provisions of such indenture cannot be modified or waived without the consent of the holder of each debt security affected\nthereby;

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make any change that adversely affects the right to convert or exchange any debt security or decreases the\nconversion or exchange rate or increases the conversion price of any convertible or exchangeable debt security, unless such decrease or increase is permitted by the terms of the debt securities; or

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modify any of the above provisions.

We and the trustee may, without the consent of any holders, modify or amend the terms of an\nindenture and the debt securities of any series with respect to the following:

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to add to our covenants for the benefit of holders of the debt securities of all or any series or to surrender\nany right or power conferred upon us;

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to evidence the succession of another person to, and the assumption by the successor of our covenants, agreements\nand obligations under, such indenture pursuant to the covenant described under “—Covenants—Consolidation, Merger and Sale of Assets;”

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to add any additional events of default for the benefit of holders of the debt securities of all or any series;\n

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to add additional guarantees or additional guarantors in respect of debt securities, and to evidence the release\nand discharge of any guarantor from its obligations under its guarantee of debt securities and its obligations under the applicable indenture in accordance with the terms of such indenture;

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to secure the debt securities pursuant to the covenants of such indenture;

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to add or appoint a successor or separate trustee or other agent;

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to provide for the issuance of additional debt securities of any series;

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to establish the form or terms of debt securities of any series as permitted by such indenture;\n

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to comply with the rules of any applicable securities depository;

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to provide for uncertificated debt securities in addition to or in place of certificated debt securities;\n

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to add to, change or eliminate any of the provisions of such indenture in respect of one or more series of debt\nsecurities; provided that any such addition, change or elimination (a) shall neither (1) apply to any debt security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such\nprovision nor (2) modify the rights of the holder of any such debt security with respect to such provision or (b) shall become effective only when there is no debt security described in clause (1) outstanding;

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to conform the text of such indenture and the debt securities of such series to this “Description of Debt\nSecurities” or the comparable provisions in the applicable prospectus supplement to the extent this “Description of Debt Securities” or such comparable provision in such applicable prospectus supplement was intended to be a\nverbatim recitation of a provision of such indenture or debt securities of such series, which intent may be evidenced by an Officer’s Certificate to that effect;

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to cure any ambiguity, omission, defect or inconsistency; or

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to change any other provision; provided that the change does not adversely affect the interests of the\nholders of debt securities of any series in any material respect.

The holders of at least a majority in aggregate\nprincipal amount of the outstanding debt securities of any series may, on behalf of the holders of all debt securities of that series, waive compliance by us with certain restrictive provisions of the applicable indenture. The holders of not less\nthan a majority in aggregate principal amount of the outstanding debt securities of a series may, on behalf of the holders of all debt securities of that series, waive any past default and its consequences under the applicable indenture with respect\nto the debt securities of that series, except a default (1) in the payment of principal or premium, if any, or interest on debt securities of that series or (2) in respect of a covenant or provision of the applicable indenture that cannot\nbe modified or amended without the consent of the holder of each debt security of that series. Upon any such waiver, such default will cease to exist, and any event of default arising therefrom will be deemed to have been cured, for every purpose of\nthe applicable indenture; however, no such waiver will extend to any subsequent or other default or event of default or impair any rights consequent thereon.

Discharge, Defeasance and Covenant Defeasance

We may discharge certain obligations to holders of the debt securities of a series that have not already been delivered to the trustee for\ncancellation and that either have become due and payable or will become due and payable within one year (or scheduled for redemption within one year) by depositing with the trustee, in trust, funds in U.S. dollars in an amount sufficient to pay the\nentire indebtedness including the principal and premium, if any, and interest to the date of such deposit (if the debt securities have become due and payable) or to the maturity thereof or the redemption date of the debt securities of that series,\nas the case may be.

The indentures provide that we may elect either (1) to defease and be discharged from any and all obligations\nwith respect to the debt securities of a series (except for, among other things, obligations to register the transfer or exchange of the debt securities, to replace temporary or mutilated, destroyed, lost or stolen debt securities, to maintain an\noffice or agency with respect to the debt securities and to hold moneys for payment in trust) (“legal defeasance”) or (2) to be released from our obligations to comply with the restrictive covenants under such indentures, and any\nomission to comply with such obligations will not constitute a default or an event of default with respect to the debt securities of a series and clauses (4) and (7) under “—Events of Default” will no longer be applied\n(“covenant defeasance”). Legal defeasance or covenant defeasance, as the case may be, will be conditioned upon, among other things, the irrevocable deposit by us with the trustee, in trust, of an amount in U.S. dollars, or U.S.\ngovernment obligations, or both, applicable to the debt securities of that series which through the scheduled payment of principal and interest in accordance with their terms will provide money in an amount sufficient (and in the case of a deposit\nof U.S. government obligations, as certified by an independent qualified party) to pay the principal or premium, if any, and interest on the debt securities on the scheduled due dates therefor.

If we effect covenant defeasance with respect to the debt securities of any series, the amount in U.S. dollars, or U.S. government\nobligations, or both, on deposit with the trustee will be sufficient to pay amounts due on the debt securities of that series at the time of the stated maturity but may not be sufficient to pay amounts due on the debt securities of that series at\nthe time of the acceleration resulting from an event of default. However, we would remain liable to make payment of such amounts due at the time of acceleration.

We will be required to deliver to the trustee an opinion of counsel that the deposit and related defeasance will not cause the holders and\nbeneficial owners of the debt securities of that series to recognize income, gain or loss for federal income tax purposes. If we elect legal defeasance, that opinion of counsel must be based upon a ruling from the U.S. Internal Revenue Service or a\nchange in law to that effect.

We may exercise our legal defeasance option notwithstanding our prior exercise of our covenant defeasance\noption.

Same-Day Settlement and Payment

Unless otherwise provided in the applicable prospectus supplement, the debt securities will trade in the\nsame-day funds settlement system of DTC until maturity or until we issue the debt securities in certificated form. DTC will therefore require secondary market trading activity in the debt securities to settle\nin immediately available funds. We can give no assurance as to the effect, if any, of settlement in immediately available funds on trading activity in the debt securities.

Book-Entry; Delivery and Form; Global Securities

Unless otherwise specified in the applicable prospectus supplement, the debt securities of each series will be issued in the form of one or\nmore global debt securities, in definitive, fully registered form without interest coupons, each of which we refer to as a “global security.” Each such global security will be deposited with the trustee as custodian for DTC and\nregistered in the name of a nominee of DTC in New York, New York for the accounts of participants in DTC.

Investors may hold their interests in a global security directly through DTC if they are DTC\nparticipants, or indirectly through organizations that are DTC participants. Except in the limited circumstances described below, holders of debt securities represented by interests in a global security will not be entitled to receive their debt\nsecurities in fully registered certificated form.

DTC has advised us as follows: DTC is a limited-purpose trust company organized under\nNew York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a\n“clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities of institutions that have accounts with DTC (“participants”) and to facilitate the clearance and settlement\nof securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC’s participants\ninclude both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s book-entry system is also available to others\nsuch as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a participant, whether directly or\nindirectly.

Ownership of Beneficial Interests

Upon the issuance of each global security, DTC will credit, on its book-entry registration and transfer system, the respective principal amount\nof the individual beneficial interests represented by the global security to the accounts of participants. Ownership of beneficial interests in each global security will be limited to participants or persons that may hold interests through\nparticipants. Ownership of beneficial interests in each global security will be shown on, and the transfer of those ownership interests will be effected only through, records maintained by DTC (with respect to participants’ interests) and such\nparticipants (with respect to the owners of beneficial interests in the global security other than participants).

So long as DTC or its\nnominee is the registered holder and owner of a global security, DTC or such nominee, as the case may be, will be considered the sole legal owner of the debt security represented by the global security for all purposes under the indenture, the debt\nsecurities and applicable law. Except as set forth below, owners of beneficial interests in a global security will not be entitled to receive certificated debt securities and will not be considered to be the owners or holders of any debt securities\nrepresented by the global security. We understand that under existing industry practice, in the event an owner of a beneficial interest in a global security desires to take any actions that DTC, as the holder of the global security, is entitled to\ntake, DTC would authorize the participants to take such action, and that participants would authorize beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning\nthrough them. No beneficial owner of an interest in a global security will be able to transfer such interest except in accordance with DTC’s applicable procedures, in addition to those provided for under the indenture. Because DTC can only act\non behalf of participants, who in turn act on behalf of others, the ability of a person having a beneficial interest in a global security to pledge that interest to persons that do not participate in the DTC system, or otherwise to take actions in\nrespect of that interest, may be impaired by the lack of a physical certificate representing that interest.

All payments on the debt\nsecurities represented by a global security registered in the name of and held by DTC or its nominee will be made to DTC or its nominee, as the case may be, as the registered owner and holder of the global security.

We expect that DTC or its nominee, upon receipt of any payment of principal, premium, if any, or interest in respect of a global security,\nwill credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global security as shown on the records of DTC or its nominee. We also expect that payments by\nparticipants to owners of beneficial interests in the global security

\nheld through such participants will be governed by standing instructions and customary practices as is now the case with securities held for accounts for customers registered in the names of\nnominees for such customers. These payments, however, will be the responsibility of such participants and indirect participants, and neither we, the trustee nor any paying agent will have any responsibility or liability for any aspect of the records\nrelating to, or payments made on account of, beneficial ownership interests in any global security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship\nbetween DTC and its participants or the relationship between such participants and the owners of beneficial interests in the global security.

Unless and until it is exchanged in whole or in part for certificated debt securities, each global security may not be transferred except as a\nwhole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC. Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in\nsame-day funds.

We expect that DTC will take any action permitted to be taken by a holder of debt\nsecurities only at the direction of one or more participants to whose account the DTC interests in a global security are credited and only in respect of such portion of the aggregate principal amount of the debt securities as to which such\nparticipant or participants has or have given such direction. However, if there is an event of default under the debt securities, DTC may exchange each global security for certificated debt securities, which it will distribute to its participants.\n

Although we expect that DTC will agree to the foregoing procedures in order to facilitate transfers of interests in each global security\namong participants of DTC, DTC is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we, the underwriters nor the trustee will have any responsibility for the\nperformance or nonperformance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

The indentures provide that the global securities will be exchanged for debt securities in certificated form of like tenor and of an equal\nprincipal amount, in authorized denominations in the following limited circumstances:

(1) DTC notifies us that it is unwilling or unable\nor no longer permitted under applicable law to continue as depository or if DTC ceases to be eligible to act as depository under the indentures and we do not appoint a successor depository within 90 days;

(2) we determine that the debt securities will no longer be represented by global securities and execute and deliver to the trustee an order\nto such effect; or

(3) an event of default with respect to the debt securities will have occurred and be continuing.

These certificated debt securities will be registered in such name or names as DTC will instruct the trustee. It is expected that such\ninstructions may be based upon directions received by DTC from participants with respect to ownership of beneficial interests in global securities.

The information in this section of this prospectus concerning DTC and DTC’s book-entry system has been obtained from sources that we\nbelieve to be reliable, but we do not take responsibility for this information.

Euroclear and Clearstream

If the depositary for a global security is DTC, you may hold interests in the global security through Clearstream Banking,\nsociété anonyme, which we refer to as “Clearstream,” or Euroclear Bank SA/ NV, as operator of the Euroclear System, which we refer to as “Euroclear,” in each case, as a participant in DTC. Euroclear and\nClearstream will hold interests, in each case, on behalf of their participants through customers’ securities accounts in the names of Euroclear and Clearstream on the books of their respective depositaries, which in turn will hold such\ninterests in customers’ securities in the depositaries’ names on DTC’s books.

Payments, deliveries, transfers, exchanges, notices and other matters relating to the debt\nsecurities made through Euroclear or Clearstream must comply with the rules and procedures of those systems. Those systems could change their rules and procedures at any time. We have no control over those systems or their participants, and we take\nno responsibility for their activities. Transactions between participants in Euroclear or Clearstream, on one hand, and other participants in DTC, on the other hand, would also be subject to DTC’s rules and procedures.

Investors will be able to make and receive through Euroclear and Clearstream payments, deliveries, transfers, exchanges, notices and other\ntransactions involving any securities held through those systems only on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United\nStates.

In addition, because of time-zone differences, U.S. investors who hold their interests in the debt securities through these\nsystems and wish on a particular day, to transfer their interests, or to receive or make a payment or delivery or exercise any other right with respect to their interests, may find that the transaction will not be effected until the next business\nday in Luxembourg or Brussels, as applicable. Thus, investors who wish to exercise rights that expire on a particular day may need to act before the expiration date. In addition, investors who hold their interests through both DTC and Euroclear or\nClearstream may need to make special arrangements to finance any purchase or sales of their interests between the U.S. and European clearing systems, and those transactions may settle later than transactions within one clearing system.

Governing Law

The indentures and the\ndebt securities will be governed by, and construed in accordance with, the laws of the State of New York.

Regarding the Trustee

Computershare Trust Company, National Association, is the trustee under the indenture relating to debt securities issued by CBRE Group, Inc.\nand Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee, is the trustee under the indenture relating to debt securities issued by CBRE Services, Inc.

The trustee is permitted to engage in transactions, including commercial banking and other transactions, with us and our subsidiaries from\ntime to time; provided that if the trustee acquires any conflicting interest it must eliminate such conflict upon the occurrence of an event of default, or else resign.

DESCRIPTION OF PREFERRED STOCK

The following description summarizes information regarding our preferred stock. This information does not purport to be complete and is\nsubject in all respects to the applicable provisions of the Delaware General Corporation Law, and our restated certificate of incorporation, as amended, and our amended and restated by-laws. You are urged to\nread our restated certificate of incorporation, as amended, and our amended and restated by-laws in their entirety. For purposes of this section of this prospectus, references to “we,”\n“us” and “our” are to CBRE Group, Inc. and not to any of its subsidiaries.

Our board of directors is authorized,\nsubject to any limitations imposed by law, without the approval of our securityholders, to issue from time to time up to a total of 25,000,000 shares of our preferred stock, $0.01 par value per share, in one or more series, with each such series\nhaving rights and preferences, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, as our board of directors may determine. The issuance of our preferred stock, while potentially providing\nus with flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or discourage a third party from attempting to acquire, a majority of our\noutstanding voting stock.

As of December 19, 2023, we had 25,000,000 shares of preferred stock available for issuance.

We will include in a prospectus supplement the terms relating to any series of preferred stock being offered. These terms will include some or\nall of the following:

\n\n\n\n\n

•

the title of the series and the number of shares in the series;

\n\n\n\n\n

•

the price at which the preferred stock will be offered;

\n\n\n\n\n

•

the dividend rate or rates or method of calculating the rates, the dates on which the dividends will be payable,\nwhether or not dividends will be cumulative or noncumulative and, if cumulative, the dates from which dividends on the preferred stock being offered will cumulate;

\n\n\n\n\n

•

the voting rights, if any, of the holders of shares of the preferred stock being offered;

\n\n\n\n\n

•

the provisions for a sinking fund, if any, and the provisions for redemption, if applicable, of the preferred\nstock being offered;

\n\n\n\n\n

•

the liquidation preference per share;

\n\n\n\n\n

•

the terms and conditions, if applicable, upon which the preferred stock being offered will be convertible into\nour common stock, including the conversion price, or the manner of calculating the conversion price, and the conversion period;

\n\n\n\n\n

•

any listing of the preferred stock being offered on any securities exchange;

\n\n\n\n\n

•

whether interests in the shares of the series will be represented by depositary shares;

\n\n\n\n\n

•

a discussion of any material U.S. federal income tax considerations applicable to the preferred stock being\noffered;

\n\n\n\n\n

•

the relative ranking and preferences of the preferred stock being offered as to dividend rights and rights upon\nliquidation, dissolution, or the winding up of our affairs;

\n\n\n\n\n

•

any limitations on the issuance of any class or series of preferred stock ranking senior or equal to the series\nof preferred stock being offered as to dividend rights and rights upon liquidation, dissolution or the winding up of our affairs; and

\n\n\n\n\n

•

any additional rights, preferences, qualifications, limitations, and restrictions of the series.\n

Upon issuance, the shares of preferred stock will be fully paid and nonassessable, which means that its holders will\nhave paid their purchase price in full and we may not require them to pay additional funds. Holders of preferred stock will not have any preemptive rights.

DESCRIPTION OF DEPOSITARY SHARES

We summarize below some of the provisions that will apply to depositary shares unless the applicable prospectus supplement provides otherwise.\nThis summary does not contain all of the information that may be important to you. The complete terms of the depositary shares will be set forth in the depositary agreement and depositary receipt for the applicable depositary shares. The forms of\ndepositary agreement and related depositary receipt that will be entered into with respect to a particular offering of depositary shares will be filed as exhibits to the registration statement of which this prospectus is a part or as documents that\nare incorporated or deemed to be incorporated by reference in this prospectus. You should read the depositary agreement and the depositary receipt. The particular terms of any depositary shares and the related depositary receipts and depositary\nagreement will be described in the applicable prospectus supplement. You should read the applicable prospectus supplement, which will contain additional information and which may update or change some of the information below. For purposes of this\nsection of this prospectus, references to “we,” “us” and “our” are to CBRE Group, Inc. and not to any of its subsidiaries.

General

We may offer fractional shares\nof preferred stock of any class or series of CBRE Group, Inc., rather than full preferred shares. If we do, we will deposit preferred stock of such class or series with a bank, trust company or other financial institution as depositary, with respect\nto such depositary agreement (the “Depositary”) and cause such Depositary to issue depositary receipts evidencing the related depositary shares, each of which will represent a fractional interest (to be set forth in the applicable\nprospectus supplement) of a share of such class or series, as the case may be, of preferred stock.

The preferred stock represented by\ndepositary shares will be deposited under a separate depositary agreement between us and the applicable Depositary, which shall have an office in the United States and which has, or whose parent entity has, a combined capital and surplus (calculated\non a consolidated basis) of at least $50,000,000. Subject to the terms of the depositary agreement, each holder of a depositary receipt issued under that depositary agreement will be entitled, in proportion to the applicable fraction of a preferred\nshare represented by the related depositary share, to all the rights and preferences of the preferred stock represented thereby (including, if applicable and subject to the matters discussed below, any distribution, voting, redemption, conversion,\nexchange and liquidation rights).

The applicable prospectus supplement relating to the depositary shares offered thereby will set forth\ntheir specific terms, including, when applicable:

\n\n\n\n\n

•

the terms of the class or series of preferred stock deposited by us under the related depositary agreement, the\nnumber of such depositary shares and the fraction of one share of such preferred stock represented by one such depositary share,

\n\n\n\n\n

•

whether such depositary shares will be listed on any securities exchange; and

\n\n\n\n\n

•

any other specific terms of such depositary shares and the related depositary agreement.

Depositary receipts may be surrendered for transfer or exchange at any office or agency of the relevant Depositary maintained for that\npurpose, subject to the terms of the related depositary agreement. Unless otherwise specified in the applicable prospectus supplement, depositary receipts will be issued in denominations evidencing any whole number of depositary shares. No service\ncharge will be made for any permitted transfer or exchange of depositary receipts, but we or the Depositary may require payment of any tax or other governmental charge payable in connection therewith.

Pending the preparation of definitive depositary receipts, the Depositary may, upon our written order, execute and deliver temporary\ndepositary receipts which are substantially similar to, and entitle the holders

\nthereof to all the rights pertaining to, the definitive depositary receipts. Depositary receipts will be prepared thereafter and, when definitive depositary receipts are available, temporary\ndepositary receipts will be exchangeable for definitive depositary receipts at our expense.

Dividends and Other Distributions

If we pay a cash distribution or dividend on a series of preferred stock represented by depositary shares, the Depositary will distribute all\ncash distributions received in respect of the deposited preferred shares to the record holders, as of the relevant record date, of depositary receipts relating to such preferred shares in proportion, insofar as possible, to the numbers of such\ndepositary shares owned by such holders on such record date. The Depositary will distribute only such amount, however, as can be distributed without distributing to any holder of depositary receipts a fraction of one cent, and any balance not so\ndistributed will be added to and treated as part of the next sum, if any, received by the Depositary for distribution to record holders of those depositary receipts.

In the event of a distribution in property other than in cash, the Depositary will distribute property received by it to the record holders,\nas of the relevant record date, of depositary receipts entitled thereto in proportion, insofar as possible, to the number of depositary shares owned by such holders on such record date. If, however, the Depositary determines that it is not feasible\nto make such distribution, it may, with our approval, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (public or private) of such property and the distribution of the net\nproceeds from such sale to such holders.

The deposit agreement may also contain provisions relating to the manner in which any\nsubscription or similar rights offering offered by us to holders of the related class or series of preferred shares will be made available to holders of depositary receipts.

The amount distributed in any of the foregoing cases will be reduced by any amount required to be withheld by us or the Depositary on account\nof taxes.

Redemption and Repurchase of Preferred Stock

If we redeem a class or series of preferred stock represented by depositary shares, the Depositary will redeem the depositary shares from the\nproceeds received by the Depositary resulting from the redemption, in whole or in part, of such class or series of preferred shares held by the Depositary. The redemption price per depositary share will be equal to the applicable fraction of the\nredemption price and of any other amounts or property per share payable upon such redemption with respect to the preferred stock so redeemed. Whenever we redeem preferred shares held by the Depositary, the Depositary will redeem as of the same date\nthe number of depositary shares representing the preferred shares so redeemed, provided that we have paid in full to the Depositary the redemption price of the preferred shares to be redeemed plus any other amounts or property payable upon\nsuch redemption with respect to the shares to be so redeemed. If fewer than all the depositary shares are to be redeemed at our option, the depositary shares to be redeemed will be selected by the Depositary by lot or pro rata or by any other\nequitable method as may be determined by the Depositary. If the depositary shares evidenced by a depositary receipt are to be redeemed in part only, a new depositary receipt will be issued for any depositary shares not so redeemed.

After the date fixed for redemption, the depositary shares so called for redemption will no longer be deemed to be outstanding and all rights\nof the holders of the related depositary receipts with respect to the depositary shares so called for redemption will cease, except the right to receive any monies or other property payable upon redemption upon surrender of such depositary receipts\nto the Depositary.

Depositary shares, as such, are not subject to repurchase by us at the option of the holders. Nevertheless, if the\npreferred stock represented by depositary shares is subject to repurchase at the option of the holders, then, on the terms and subject to the conditions applicable to such preferred stock, the related depositary receipts may be\n

\nsurrendered by the holders thereof to the Depositary with written instructions to the Depositary to instruct us to repurchase the preferred stock represented by the depositary shares evidenced by\nsuch depositary receipts at the applicable repurchase price. Upon receipt of such instructions and subject to our having funds legally available therefor, we will repurchase the requisite whole number of shares of such preferred stock from the\nDepositary, who in turn will repurchase such depositary receipts. Notwithstanding the foregoing, holders shall only be entitled to request the repurchase of depositary shares representing one or more whole shares of the related preferred stock. The\nrepurchase price per depositary share will be equal to the repurchase price and any other amounts or property payable per share upon such redemption with respect to the preferred shares multiplied by the fraction of a preferred share represented by\none depositary share. If the depositary shares evidenced by a depositary receipt are to be repurchased in part only, one or more new depositary receipts will be issued for any depositary shares not to be repurchased.

Withdrawal of Preferred Shares

Except as\nmay be otherwise provided in the applicable prospectus supplement, any holder of depositary receipts, upon surrender of the depositary receipts at the applicable office or agency of the Depositary (unless the related depositary shares have\npreviously been called for redemption), subject to the terms of the depositary agreement, may demand delivery of the number of whole shares of the related class or series of preferred stock and any money or other property represented by such\ndepositary receipts. Partial shares of preferred stock will not be issued. Holders shall only be entitled to request the withdrawal of one or more whole shares of the related preferred stock and must surrender depositary receipts evidencing\ndepositary shares that in turn represent such whole shares of preferred stock. Holders of depositary receipts making such withdrawals will be entitled to receive whole preferred shares on the basis set forth in the related prospectus supplement, but\nholders of such whole shares of preferred stock will not thereafter be entitled to deposit such preferred stock under the depositary agreement or to receive depositary receipts therefor. If the depositary receipts surrendered by the holder in\nconnection with such withdrawal evidence a number of depositary shares representing more than the number of whole preferred shares to be withdrawn, the Depositary will deliver to such holder at the same time a new depositary receipt evidencing such\nexcess number of depositary shares.

Voting Deposited Preferred Shares

Upon receipt of notice of any meeting at which the holders of any class or series of deposited preferred stock are entitled to vote, the\nDepositary will mail the information contained in such notice of meeting to the record holders of the depositary shares relating to such class or series of preferred stock. Each record holder of such depositary shares on the record date (which will\nbe the same date as the record date for the relevant class or series of preferred stock) may instruct the Depositary as to how to vote the preferred stock represented by such holder’s depositary shares. The Depositary will endeavor, insofar as\npracticable, to vote the number of shares of preferred stock represented by such depositary shares in accordance with such instructions, and we will take all reasonable actions that may be deemed necessary by the Depositary in order to enable the\nDepositary to do so. The Depositary will abstain from voting preferred shares to the extent it does not receive specific instructions from the holders of depositary shares representing such preferred stock.

Conversion and Exchange of Preferred Shares

If the preferred stock represented by depositary shares is exchangeable at our option for other securities, then, whenever we exercise our\noption to exchange all or a portion of such preferred stock held by the Depositary, the Depositary will exchange as of the same date a number of such depositary shares representing such preferred stock so exchanged, provided we shall have issued and\ndelivered to the Depositary the securities for which such preferred stock is to be exchanged. The exchange rate per depositary share shall be equal to the exchange rate per preferred share multiplied by the fraction of a preferred share represented\nby one depositary share. If less than all of the depositary shares are to be exchanged, the depositary shares to be exchanged will be selected by the Depositary by lot or pro rata or other equitable method, in each case as may be determined by us.\n

\nIf the depositary shares evidenced by a depositary receipt are to be exchanged in part only, a new depositary receipt or receipts will be issued for any depositary shares not to be exchanged.\n

Depositary shares, as such, are not convertible or exchangeable at the option of the holders into other securities or property.\nNevertheless, if the preferred stock represented by depositary shares is convertible into or exchangeable for other securities or property at the option of the holders, then, on the terms and subject to the conditions applicable to such preferred\nstock, the related depositary receipts may be surrendered by holders thereof to the Depositary with written instructions to the Depositary to instruct us to cause conversion or exchange, as the case may be, of the preferred stock represented by the\ndepositary shares evidenced by such depositary receipts into such number or amount of other securities, in authorized denominations, or other property, as the case may be, as specified in the related prospectus supplement. We, upon receipt of such\ninstructions and any amounts payable in respect thereof, will cause the conversion or exchange, as the case may be, and will deliver to the holders (or cause the Depositary to deliver to the holders) such number or amount of other securities, in\nauthorized denominations, or other property, as the case may be (and, if required by the terms of the applicable preferred stock, cash in lieu of any fractional share). Notwithstanding the foregoing, holders shall only be entitled to request the\nconversion or exchange of depositary shares representing one or more whole shares of the related preferred stock. The exchange or conversion rate per depositary share shall be equal to the exchange or conversion rate per share of preferred stock\nmultiplied by the fraction of a preferred share represented by one depositary share. If the depositary shares evidenced by a depositary receipt are to be converted or exchanged in part only, a new depositary receipt or receipts will be issued for\nany depositary shares not to be converted or exchanged.

Amendment and Termination of Depositary Agreement

Unless otherwise provided in this prospectus, the applicable prospectus supplement or required by law, the form of depositary receipt\nevidencing the depositary shares and any provision of the depositary agreement may at any time be amended by agreement between us and the Depositary. However, any amendment which materially and adversely alters the rights of the holders of the\ndepositary receipts issued under any depositary agreement or the related depositary shares will not be effective unless such amendment has been approved by the holders of at least a majority of such depositary shares then outstanding (or such\ngreater proportion as may be required by the rules of any securities exchange on which such depositary shares may be listed). In no event may any such amendment impair the right of any holder of depositary receipts, subject to the conditions\nspecified in the deposit agreement, to receive the related preferred shares upon surrender of such depositary receipts as described above under “—Withdrawal of Preferred Shares.” Every holder of an outstanding depositary receipt at\nthe time any such amendment becomes effective, or any transferee of such holder, shall be deemed, by continuing to hold such depositary receipt, or by reason of the acquisition thereof, to consent and agree to such amendment and to be bound by the\ndepositary agreement as amended thereby.

The depositary agreement automatically terminates if:

\n\n\n\n\n

•

all outstanding depositary shares issued thereunder have been redeemed or repurchased by us;\n

\n\n\n\n\n

•

each preferred share deposited thereunder has been converted into or exchanged for other securities or other\nproperty or has been withdrawn; or

\n\n\n\n\n

•

there has been a final distribution in respect of the preferred shares deposited thereunder in connection with\nany liquidation, dissolution or winding up of us and such distribution has been distributed to the holders of related depositary receipts.

Charges of Depositary

We will pay all\ntransfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay all fees and expenses of the Depositary in connection with the initial

\ndeposit of the preferred stock and any redemption of the preferred stock or arising in connection with the performance of its duties under the deposit agreement. Holders of depositary receipts\nwill pay all other transfer and other taxes and governmental charges, including any fee for withdrawal of their shares of preferred stock upon surrender of depositary receipts, as are expressly provided in the depositary agreement to be for their\naccounts.

Resignation and Removal of Depositary

The Depositary may resign at any time by delivering to us notice of its election to do so, and we may at any time remove the Depositary. Any\nsuch resignation or removal will take effect upon the appointment by us of a successor Depositary and its acceptance of such appointment. The successor Depositary must be a bank, trust company or other financial institution selected by us having an\noffice in the United States and otherwise meeting the requirements of the depositary agreement.

Miscellaneous

The Depositary will forward to the holders of the applicable depositary receipts all reports and communications from us which are delivered to\nthe Depositary and which are intended for delivery to holders of the deposited preferred stock.

Neither the Depositary nor we will be\nliable if either of us is prevented or delayed by law or any circumstance beyond our respective control in performing our respective obligations under the depositary agreement. The obligations of us and the Depositary under the depositary agreement\nwill be limited to performance of our respective duties thereunder in good faith and without gross negligence and willful misconduct and neither of us will be obligated to prosecute or defend any legal proceeding in respect of any depositary shares,\ndepositary receipts or preferred stock unless satisfactory indemnity is furnished. We and the Depositary may rely upon written advice of counsel or accountants or upon information provided by holders of depositary receipts or other person believed\nto be competent and on documents believed to be genuine.

DESCRIPTION OF WARRANTS

CBRE Group, Inc. may issue warrants to purchase equity or debt securities. CBRE Services, Inc. may issue warrants to purchase debt securities.\nEach warrant will entitle the holder of warrants to purchase for cash the amount of equity or debt securities, as applicable, at the exercise price stated or determinable in the prospectus supplement for the warrants. We may issue warrants\nindependently or together with any offered securities. The warrants may be attached to or separate from those offered securities. We will issue the warrants under warrant agreements to be entered into between us and a bank or trust company, as\nwarrant agent, all as described in the applicable prospectus supplement. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any holders or\nbeneficial owners of warrants. For purposes of this section of this prospectus, references to “we,” “us” and “our” are to either CBRE Group, Inc. or CBRE Services, Inc. (depending on the applicable issuer of\nwarrants) and not to any of their respective subsidiaries.

The prospectus supplement relating to any warrants that we may offer will\ncontain the specific terms of the warrants. These terms may include the following:

\n\n\n\n\n

•

the title of the warrants;

\n\n\n\n\n

•

the designation, amount and terms of the securities for which the warrants are exercisable;\n

\n\n\n\n\n

•

the designation and terms of the other securities, if any, with which the warrants are to be issued and the\nnumber of warrants issued with each other security;

\n\n\n\n\n

•

the price or prices at which the warrants will be issued;

\n\n\n\n\n

•

the aggregate number of warrants;

\n\n\n\n\n

•

any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or\nthe exercise price of the warrants;

\n\n\n\n\n

•

the price or prices at which the securities purchasable upon exercise of the warrants may be purchased;\n

\n\n\n\n\n

•

if applicable, the date on and after which the warrants and the securities purchasable upon exercise of the\nwarrants will be separately transferable;

\n\n\n\n\n

•

if applicable, a discussion of the material U.S. federal income tax considerations applicable to the exercise of\nthe warrants;

\n\n\n\n\n

•

the date on which the right to exercise the warrants will commence, and the date on which the right will expire;\n

\n\n\n\n\n

•

the maximum or minimum number of warrants that may be exercised at any time;

\n\n\n\n\n

•

information with respect to book-entry procedures, if any; and

\n\n\n\n\n

•

any other terms of the warrants, including terms, procedures and limitations relating to the exchange and\nexercise of the warrants.

DESCRIPTION OF UNITS

As specified in the applicable prospectus supplement, we may issue, as applicable, units consisting of one or more debt securities, shares of\nClass A common stock, preferred stock or warrants, or any combination of such securities. For purposes of this section of this prospectus, references to “we,” “us” and “our” are to either CBRE Group, Inc. or\nCBRE Services, Inc. (depending on the applicable issuer of units) and not to any of their respective subsidiaries.

The applicable\nprospectus supplement will describe:

\n\n\n\n\n

•

the terms of the units and of the debt securities, common stock, depository shares, preferred stock and/or\nwarrants comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;

\n\n\n\n\n

•

a description of the terms of any unit agreement governing the units; and

\n\n\n\n\n

•

a description of the provisions for the payment, settlement, transfer or exchange of the units.\n

PLAN OF DISTRIBUTION

We will set forth in the applicable prospectus supplement a description of the plan of distribution of the securities that may be offered\npursuant to this prospectus.

LEGAL MATTERS

In connection with particular offerings of the securities in the future, the validity of the securities will be passed upon for us by Simpson\nThacher & Bartlett LLP, Palo Alto, California, or other counsel who is satisfactory to us. Any underwriters will be advised about other issues relating to any offering by their own counsel.

EXPERTS

The consolidated financial statements of CBRE Group, Inc. as of December 31, 2022 and 2021 and for each of the years in the three-year\nperiod ended December 31, 2022, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2022 have been incorporated by reference herein and in the registration statement in\nreliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

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