Evercore Inc.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 16, 2026, the Board of Directors of Evercore Inc. (the “Company”) appointed Nigel Dawn and Naveen Nataraj, ages 62 and 51, respectively, as Co-Presidents of the Company, effective January 1, 2027 (the “Effective Date”). Mr. Dawn and Mr. Nataraj will report to John S. Weinberg, who will remain Chairman and Chief Executive Officer. Nigel Dawn currently serves as Global Head of Evercore’s Private Capital Advisory group and is a member of Evercore’s Management Committee. Mr. Dawn has led the development of the market-leading global Private Capital Advisory (“PCA”) business, with teams in the United States, Europe and Singapore. Mr. Dawn will become Chairman of PCA and remain closely connected to the business and its clients. Naveen Nataraj currently serves as Co-Head of U.S. Investment Banking and is a member of the firm’s Management Committee. During his tenure at Evercore, Mr. Nataraj has advised some of the firm’s most important clients on transactions across a broad range of industries. He will continue to advise clients and remain actively engaged in the firm’s Investment Banking business. In connection with the appointments, the Compensation Committee approved a one-time award of Performance Restricted Stock Units (“PRSUs”) with a target value of $20 million to each of Messrs. Dawn and Nataraj (each, an “Award”). The number of PRSUs earned under each Award will be determined based on the achievement of operating income goals and relative total shareholder return over a three-year performance period beginning on the Effective Date and will range from 80% to 200% of the target number of PRSUs. The earned PRSUs will cliff-vest on the fifth anniversary of the Effective Date, subject to continued employment with the Company through such date, with certain exceptions. The Awards were designed in consultation with an independent compensation consultant to align the long-term interests of Messrs. Dawn and Nataraj with those of the Company’s shareholders, reinforce their responsibility for the Company’s future financial performance and to provide the Company with enhanced retention capabilities. There are no other arrangements or understandings between either Mr. Dawn or Mr. Nataraj and any other person pursuant to which either was selected as Co-President. Neither Mr. Dawn nor Mr. Nataraj has any family relationship with any director or executive officer of the Company or any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. A copy of the press release related to this announcement is attached hereto as Exhibit 99.1.