UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Securities registered pursuant to Section 12(g) of the Act: None

PART I

When we use the terms “Greenhill”, “we”, “us”, “our”, “the Company”, and “the Firm”, we mean Greenhill & Co., Inc., a Delaware corporation, and its consolidated subsidiaries.

Overview

Greenhill is a leading independent investment bank that provides financial and strategic advice on significant domestic and cross-border mergers and acquisitions, divestitures, restructurings, financings, capital raising and other transactions to a diverse client base, including corporations, partnerships, institutionsprivate equity sponsors, institutional investors, family offices, and governments globally. We serve as a trusted advisor to our clients throughout the world on a collaborative, globally integrated basis from our offices in the United States, Australia, Brazil, Canada, France, Germany, Hong Kong, Japan, Singapore, Spain, Sweden and the United Kingdom.

At Greenhill, we are singularly focused on providing conflict-free advice to clients on a wide variety of complex financial matters, using our global resources to provide a combination of transaction experience, industry sector expertise and knowledge of relevant regional markets. We work seamlessly across offices and markets to provide the highest caliber advice and services to our clients.

Greenhill was established in 1996 by Robert F. Greenhill, the former President of Morgan Stanley and former Chairman and Chief Executive Officer of Smith Barney. Greenhill was formed as a limited liability company and converted to a Delaware corporation in 2004 at the time of our IPO. Since our founding, Greenhill has grown significantly, by recruiting talented and diverse managing directors and other senior professionals, acquiring complementary advisory businesses and training, developing and promoting professionals internally. We have expanded beyond merger and acquisition advisory services to include financing, restructuring, and private capital advisory services, and we have expanded the breadth of our sector expertise to cover substantially all major industries. Since the opening of our original office in New York, we have expanded globally to 1615 offices across fivefour continents.

As of December 31, 2019,2022, we had 405382 employees globally. At that date, we had 79 client facing managing directors, including those whose hiring we had announced.directors.

Advisory Services

Greenhill is a unique global investment banking firm, not only in relation to the large integrated, or “bulge bracket”, institutions, which engage in commercial lending, underwriting, research, sales and trading and other businesses, but also in relation to other so-called “independent” investment banks, many of which engage in investment management, research and capital markets businesses, all of which can create conflicts with clients’ interests.Firm. Greenhill’s singular focus on advisory services differentiates us from other investment banks, and enables us to offer best-in-class, conflict free service to each of our clients. Many of our peers as well as the large integrated, or “bulge bracket” institutions engage in commercial lending, underwriting, research, sales and trading and other businesses and investment management, all of which can create conflicts with clients’ interests.

Revenues

Our revenues are derived from both corporate advisory services related to mergers and acquisitions (M&A)("M&A"), financings and restructurings and private capital advisory services related to sales or capital raises pertaining to alternative assets. Revenues from corporate advisory are primarily driven by total deal volume and the size of individual transactions. While fees payable upon the successful conclusion of a transaction generally represent the largest portion of our corporate advisory fees, we also earn other fees, including on-going retainer fees, substantially all of which relate to non-success based strategic advisory, and financing advisory, and restructuring assignments, and fees payable upon the commencement of an engagement or upon the achievement of certain milestones such as the announcement of a transaction or the rendering of a fairness opinion. Additionally, we generate private capital advisory revenues from sales and/or the restructuring of alternative assets in the secondary market and from capital raises.raises for new private funds where we act as private placement agents.

As an independent investment bank focused solely on advisory services, our people are our primary asset. We strive to develop and promote a culture that fosters collegiality, teamwork, professionalism, excellence, diversity and collaboration among our employees worldwide to deliver high quality results to our clients and create long term career development opportunities for our personnel. Our day to day conduct, as embodied by our Code of Ethics, seeks to ensure that everyone feels welcome, respected and valued so that they can contribute to their fullest potential.

Approximately 35% of our advisory managing directors have worked at Greenhill for more than 10 years; as a group our managing directors average more than 20 years of varied and relevant experience, which they leverage to provide the highest quality advice on a collaborative, globally-integrated basis across our full range of services. Our managing directors are supported by a strong team of more junior professionals, and we spend a significant amount of time and resources recruiting, training and mentoring them. As an equal opportunity employer, all qualified applicants receive consideration without regard to race, color, religion, gender, sexual orientation, gender identity, national origin or ancestry, age, disability or veteran status, or other protected status.

Employee development is an important element of our junior professionals.human capital management program. We seek to provide our junior professionals with high quality technical training as well as broad exposure to a variety of assignments involving mergers and

Competition

We operate in a highly competitive environment where there are no long-term contracted sources of revenue. Each revenue-generating engagement is separately awarded and negotiated. Our list of clients with whom there iswe have an active engagement changes continually. To develop new client relationships, and to develop new engagements from historic client relationships, we maintain, on an ongoing basis, business dialogues with a large number of clients and potential clients. We have gained a significant number of new clients each year through our business development initiatives, through recruiting additional senior investment banking professionals who bring with them client relationships and expertise in certain industry sectors or geographies and through referrals from members of boards of directors, attorneys and other parties with whom we have relationships. At the same time, we lose clients each year as a result of the sale or merger of a client, a change in a client’s senior management team, competition from other investment banks and other causes.

The financial services industry is intensely competitive, and we expect it to remain so. Our competitors are global and regional integrated banking firms, mid-sized full service financial firms, other independent financial services firms and specialized financial advisory firms. We compete with some of our competitors globally and with others on a regional, product, industry or niche basis. We also compete on the basis of a number of factors, including the quality of our advice and service, our range of sector expertise, strength of relationships, innovation, reputation and price.

The global and regional integrated banking firms offer a wider range of products, from loans, deposit-taking and insurance to brokerage, hedging, foreign exchange, asset management and corporate finance and securities underwriting services, which may enhance their competitive position. They also have the ability to support their investment banking operations with commercial banking, insurance and other financial services revenues in an effort to gain market share, which could result in pricing pressure inon our business. In addition to our larger and mid-sized full service competitors, we compete with a number of independent investment banks which offer independent advisory services on a model similar to ours. A fewnumber of the independent banks with whom we compete are larger and have greater general and industry-specific coverage resources.

We believe our primary competitors in securing mergers and acquisitions and financing advisory engagements areconsist of both large, diversified financial institutions includingsuch as Bank of America Corporation, Barclays Bank PLC, Citigroup Inc., Credit Suisse Group AG, Deutsche Bank AG, Goldman Sachs Group, Inc., JPMorgan Chase & Co., Morgan Stanley, and UBS AG, as well as other publicly listed boutique investment banking firms such as Evercore Partners Inc., Jefferies Group, Inc., Lazard Ltd., Moelis & Co., Perella Weinberg Partners and PJT Partners, and certain closely held boutique firms. Advisory services in restructuring and bankruptcy situations tend to be highly specialized, and we believe our primary competitors to be Evercore Partners, Inc., Houlihan Lokey, Inc., Lazard Ltd., Moelis & Co., PJT Partners Inc. and many closely held boutique firms. We believe our primary competitors in our capital advisory business are Credit Suisse Group AG, Evercore Partners, Inc., Lazard Ltd., Park Hill Group LLC (part of PJT Partners Inc.), UBS AG and many other closely held boutique firms.Partners.

Competition can be intense for the hiring and retention of qualifiedtalented employees. Our ability to continue to compete effectively in our business will depend upon our ability to attract new employees and retain and motivate our existing employees.

For a discussion of risks related to the highly competitive environment in which we operate, see “Item 1A. Risk Factors” in this annual report.

Regulation

Our business, as well as the financial services industry generally, is subject to extensive regulation in the United States and elsewhere. As a matter of public policy, regulatory bodies in the United States and the rest of the world are charged with safeguarding the integrity of the securities and other financial markets and with protecting the interests of parties participating in those markets.

Certain of our operations are subject to compliance with laws and regulations of U.S. federal and state governments, non-U.S. governments, their respective agencies and/or various self-regulatory organizations or exchanges, and any failure to comply with these regulations could expose us to liability and/or damage our reputation. Our businesses have operated for many years within a legal framework that requires us to monitor and comply with a broad range of legal and regulatory developments that affect our activities. However, additional legislation, changes in rules promulgated by self-regulatory organizations or changes in the interpretation or enforcement of existing laws and rules, either in the United States or elsewhere, may directly affect our mode of operation and profitability. Our activities are subject to financial markets regulation in the following jurisdictions:

In the United States, the Securities and Exchange Commission (“SEC”) is the federal agency responsible for the administration of the federal securities laws and the protection of investors who invest in Greenhill. Greenhill & Co., LLC (“G&Co LLC”) is a wholly-owned subsidiary of Greenhill through which we conduct our U.S. advisory business. It is registered as a broker-dealer with the SEC, is a member of the Financial Industry Regulatory Authority (“FINRA”) and is subject to regulation and oversight by the SEC. In addition, FINRA, a self-regulatory organization that is subject to oversight by the SEC, adopts and enforces rules governing conduct, and examines the activities of its member firms such as G&Co LLC. State and local banking and securities regulators also have regulatory oversight authority over G&Co LLC.

Broker-dealers are subject to regulations that cover all aspects of the securities business. Our business model is exclusively focused on providing strategic advice to clients and we do not hold customer funds or securities, or carry on research, securities trading, lending or underwriting activities. While this means that certain broker-dealer regulations, such as those pertaining to the use and safekeeping of customers’ funds and securities and the financing of customers’ purchases, may not be applicable to us, we remain subject to other applicable broker-dealer regulations, including regulatory capital levels, record keeping and reporting requirements, and the conduct and qualifications of officers and employees. In particular, as a registered broker-dealer and member of a self-regulatory organization, G&Co LLC is subject to the SEC’s uniform net capital rule, Rule 15c3-1. Rule 15c3-1 specifies the minimum level of net capital a broker-dealer must maintain and also requires that a significant portion of a broker-dealer’s assets be retained in liquid financial instruments relative to the amount of its liabilities. The SEC and various self-regulatory organizations impose rules that require notification when net capital falls below certain predefined criteria, limit the ratio of subordinated debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances. Additionally, the SEC’s uniform net capital rule imposes certain requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC for certain withdrawals of capital.

Greenhill & Co. International LLP, and Greenhill & Co. Europe LLP, our wholly owned affiliated partnershipspartnership with officesan office in the United Kingdom, and Germany, respectively, through which we conduct the majoritya large portion of our European advisory business, areis authorized and regulated by the United Kingdom’s Financial Conduct Authority (“FCA”). Greenhill & Co. Europe LLP is also subject to regulation by the Federal Financial Supervisory Authority in Germany (“BaFin”). The current UK regulatory regime, that governs all aspects of our advisory business in the United Kingdom, is based upon the Financial Services and Markets Act 2000 (the “FSMA”), together with secondary legislation and other rules made under the FSMA. These rules govern all aspects of our advisory business in the United Kingdom, including carrying on regulated activities, record keeping, approval standards for individuals, anti-money laundering and periodic reporting.

Greenhill & Co. Sweden AB, our wholly-owned Swedish subsidiary with an office in Stockholm, provides financial advice to clients in Sweden and the wider Nordic region, andregion. It is subject to regulation by the Swedish Financial Supervisory Authority.

Greenhill & Co. Australia Pty Limited (“Greenhill Australia”), our wholly-owned Australian subsidiary, is licensed and subject to regulation by the Australian Securities and Investments Commission (“ASIC”) and must also comply with applicable provisions of the Corporations Act 2001 and other Australian legal and regulatory requirements, including capital adequacy rules, customer protection rules, and compliance with other applicable trading and investment banking regulations.

Greenhill & Co. Asia Limited, a wholly-owned Hong Kong subsidiary, is licensed under the Hong Kong Securities and Futures Ordinance with the Securities and Futures Commission (“SFC”) and is regulated by the SFC. The compliance requirements of the SFC include, among other things, net capital, stockholders’ equity and periodic reporting requirements, and also the registration and training of certain employees and responsible officers.

Greenhill & Co. Asia (Singapore) PTE. LTD., a wholly-owned Singapore subsidiary, is regulated by the Monetary Authority of Singapore (“MAS”) and licensed under the Securities and Futures Act to conduct the regulated activities of dealing in capital markets products and advising on corporate finance. The compliance requirements in relation to the capital markets services license include, among other things, capital adequacy, business conduct rules, periodic reporting requirements and ensuring representatives are fit and proper to carry out the regulated activities.

Our business may also be subject to regulation by other governmental and regulatory bodies and self-regulatory authorities in other countries where Greenhill operates or conducts business.

Federal anti-money-laundering laws make it a criminal offense to own or operate a money transmitting business without the appropriate state licenses, which we maintain, and require registration with the U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”), where we are registered. In addition, pursuant to the USA PATRIOT Act of 2001 and the Treasury Department’s implementing federal regulations, as a “financial institution,” we have established and maintain an anti-money-laundering program.

We also are subject to the Foreign Corrupt Practices Act ("FCPA"), which prohibits offering, promising, giving, or authorizing others to give anything of value, either directly or indirectly, to a non-U.S. government official in order to influence official action or otherwise gain an unfair business advantage, such as to obtain or retain business. We are also subject to applicable anti-corruption laws in the United States and in the other jurisdictions in which we operate, such as the U.K. Bribery Act. We have implemented policies, procedures, and internal controls that are designed to comply with such laws, rules, and regulations.

As part of our business we routinely receive sensitive and confidential information from our clients. We also collect personal information from our prospective and current employees, as permitted by employment laws and regulation. As a result, we are subject to the laws and regulations in relation to privacy of the U.S. federal and state governments (such as the California Consumer Privacy Act (“CCPA”) and California Privacy Rights Act ("CPRA")) as well as those of several non-U.S. governments, their agencies and self-regulatory organizations, such as the U.K. and E.U.’s new data privacy and security framework titled the General Data Protection Regulations (the “GDPR”), and the California Consumer Privacy Act (“CCPA”).

For a discussion of riskrisks related to the regulation thatregulations to which we are subject, to, see “Item 1A. Risk Factors” in this annual report.

Greenhill & Co., Inc. files current, annual and quarterly reports, proxy statements and other information required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the SEC. Our SEC filings are also available to the public from the SEC’s internet site at http://www.sec.gov.

Our public internet site is http://www.greenhill.com. We make available, free of charge, through our internet site, via a link to the SEC’s internet site at http://www.sec.gov, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and Forms 3, 4 and 5 filed on behalf of directors and executive officers and any amendments to those reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Also posted on our website in the “Corporate Governance” section, and available in print upon request of any stockholder to our Investor Relations Department, are the charters for our Audit Committee, Compensation Committee and Nominating & Corporate Governance Committee, our Corporate Governance Guidelines, Related Party Transaction Policy and Code of Business Conduct & Ethics governing our directors, officers and employees. You may need to have Adobe Acrobat Reader software installed on your computer to view these documents, which are in PDF format. The information on our website is not, and shall not be deemed to be, a part hereof or incorporated into this or any of our other filings with the SEC.

The success of our business depends upon the personal reputation, judgment, integrity, business generation capabilities and project execution skills of our managing directors. Our managing directors’ personal reputations and relationships with our clients are a critical element in obtaining and maintaining client engagements. Accordingly, the retention of our managing directors, who are not obligated to remain employed with us, is particularly crucial to our future success. Managing directors have left Greenhill in the past and others may do so in the future, and we cannot predict the impact that the departure of any managing director or a group of managing directors would have on our business. For example, in late 2020 a number of managing directors in our U.S. private capital advisory business departed the Firm to join a competitor. The departure or other loss of a number of our managing directors could materially adversely affect our ability to secure and successfully complete engagements, which could materially adversely affect our results of operations.

In addition, if any of our managing directors were to join an existing competitor or form a competing company, some of our clients could choose to use the services of that competitor instead of our services, or some of our managing directors or other professionals could choose to follow the departing managing director in joining an existing competitor or forming a competing company. Although we have entered into industry-standard non-competition agreements with our managing directors the restriction period in many of the agreements does not exceed three to six months, and there is no guarantee that these agreements are sufficiently broad or effective to prevent our managing directors from resigning to join our competitors or that the non-competition agreements would be upheld in either federal or state courts or locally in jurisdictions outside the US if we were to seek to enforce our rights under these agreements. Further, certain statesFor example, in which

We are entirely focused on the financial advisory business and we earn principally all of our revenues from advisory fees paid to us by each of our clients, in large part upon the successful completion of the client’s transaction, the timing of which is outside of our control. Unlike diversified investment banks, which generate revenues from commercial lending, securities trading and underwriting, or other advisory firms which havewho also generate revenues from their asset management and other businesses, our generation ofwe only generate revenues from sources other thaninvestment banking advisory fees is minimal.fees. As a result, a decline in our advisory engagements, the number and scale of successfully completed client transactions or the market for advisory services generally would have a material adverse effect on our business and results of operations.

We operate in a highly-competitive environment where our clients generally retain us on a non-exclusive, short-term, engagement-by-engagement basis in connection with specific transactions or projects, rather than under long-term contracts covering potential additional future services. As these transactions and projects are singular in nature and subject to intense competition, we must seek out new engagements when our current engagements are successfully completed or are terminated. As a result, high activity levels in any period are not necessarily indicative of continued high levels of activity in the next-succeeding period or any future period. In addition, we generally derive most of our engagement revenues at key transaction milestones, such as announcement orand closing, the completion and the timing of these milestones is outsidewhich are beyond our control. Extended

Each year, we advise a limited number of clients. Our top ten client engagements accounted for 35%38% of our total revenues in 20192022 and 34%28% in 2018.2021. In 2019, there was one2022 and 2021, no client that accounted for approximately 11% of revenues (advice to Total System Services, Inc. (TSYS) on its merger with Global Payments Inc.). There was no single client in 2018 that represented greater than 10% of our revenues. While the composition of the group comprising our largest clients varies significantly from year to year, we expect that our engagements will continue to be limited to a relatively small number of clients, compared to some of our larger competitors, and that an even smaller number of those clients will account for a high percentage of revenues in any particular year. Our dependence on a relatively small number of transactions for a large percentage of our revenues in each quarterly or annual reporting period also impacts our earnings significantly in any particular quarter or year. As a result, the adverse impact on our results of operation from lost engagements or the non-completion of transactions on which we are advising can be significant.

The large majority of our bankers are focused on covering clients in the context of providing merger and acquisition advisory services and those activities generate a substantial portion of our revenues. In the event of a decline in merger and acquisition activity, we may seek to generate greater business from our financing advisory and restructuring and/or private capital advisory services. However, it is unlikely that we will be able to completely offset lower revenues from our merger and acquisition activities with revenues generated from either financing advisory and restructuring or private capital advisory assignments. Both our financing advisory and restructuring business,businesses, which provides financing, restructuring and bankruptcy advice to companies in financial distress or their creditors or other stakeholders, and our private capital advisory business, which primarily advises on primary and secondary transactions for fund sponsors and alternative assets, are smaller than our mergers and acquisitions advisory business, and we expect that they will remain that way for the foreseeable future.

We provide various financing advisory and restructuring and related advice to companies in financial distress or to their creditors or other stakeholders. A number of factors affect demand for these advisory services, including general economic

In ourOur primary private capital advisory business provides clients with customized fundraising solutions, including single asset capital transactions, blind pool funds and co-investment syndications, and targeted investor outreach through our global team of senior distribution professionals. With respect to secondary capital activities we advise institutional investors and general partners of investment funds on the sale of alternative assets funds in secondary transactions, and other restructuring of those assets in continuation vehicles and/or capital raising transactions. Our ability to find suitable engagements and earn fees in this business depends on the availability of private and public capital for investments in illiquid assets such as private equity.

Adverse market or economic conditions caused by external factors may affectimpact the number, size and timing of transactions on which we provide advice and therefore could adversely affect our advisory fees. For instance, we were impacted, particularly in 2020, by the significant disruption of global markets and economies caused by the COVID-19 global pandemic. More recently deal activity was impacted by higher inflation, rising interest rates, less liquid credit markets, less active equity capital markets, and geopolitical and economic consequences of the Ukraine-Russia war. Other business disruptions may be caused by additional geopolitical events, unanticipated economic, fiscal or political events, health or climate change events. In addition, changes in policies, laws, regulation or technology may impact our clients or market opportunities in the future. Furthermore, rapid increaseschanges in equity valuations, the uncertainty of available credit or financing and the volatility of the debt and equity markets can also adversely affect the size, volume and timing of, as well as the ability of our clients to successfully complete merger and acquisitionM&A transactions, which can also adversely affect our advisory business. Furthermore, market volatility also affectsFor example, when there is a disruption in the financial markets there may be an increase in the number of pending deals that are terminated prior to closing or where one party seeks not to close. In these cases, we may receive only a portion of our clients’ ability and willingness to engagefee, or in stock-for-stock transactions.some cases no fee, if the deals on which we advise are terminated or otherwise do not close.

While we operate in North America, Europe, Australia, Asia and South America,Asia, our operations in the United States and Europe have historically provided most of our revenues and earnings. Consequently, our revenues and profitability are particularly affected by market conditions in these locations.

The investment banking industry is intensely competitive, and we expect it to remain so. We compete on the basis of a number of factors across the U.S. and internationally, including the quality of our advice and service, our range of sector expertise, strength of relationships, innovation, reputation and price. We may experience pricing pressures in the future if some of our competitors seek to obtain market share by reducing prices. We are a relatively small investment bank, with 405382 employees as of December 31, 20192022 and total revenues of $301.0$258.5 million for the year ended December 31, 2019.2022. Most of our competitors in the investment banking industry have a far greater range of products and services, greater financial and marketing resources, larger customer bases, greater name recognition, more managing directors to serve clients’ needs, greater global reach and broader relationships with current and potential clients than we have. These larger and better capitalized competitors may be better able to respond to changes in the investment banking market, to compete for skilled professionals, to finance acquisitions, to fund internal growth and to compete for market share generally. Further, we may experience pricing pressures in the future if some of our competitors seek to obtain market share by reducing prices.

Our integrated investment banking competitors and other large commercial banks, insurance companies and other broad-based financial services firms that have established or acquired financial advisory practices and broker-dealers, or that have merged with other financial institutions, have the ability to offer a wide range of products, from loans, deposit-taking and insurance to brokerage, hedging, foreign exchange, asset management and investment banking services, which may enhance their competitive position. Their ability to support investment banking with commercial banking, insurance and other financial services revenues in an effort to gain market share could result in pricing pressure in our businesses. In particular, the ability to provide financing as well as advisory services has become an important advantage for some of our larger competitors; and,

In addition to our larger competitors, a number of independent investment banks offer independent advisory services and somemost of these firms are larger and have greater general and industry specific coverage resources and larger financing advisory and restructuring groups than we do. Furthermore, a number of such independent firms may have greater financial resources than us. Additionally, independent advisory firms require minimal capital to operate and there are few obstacles to forming a new firm. Furthermore, there continue to be a number of newly formed independent advisory firms, some of which provide

The inherent volatility infuture growth of our business is dependent upon our ability to recruit new personnel, develop our existing and new personnel and expand through strategic investments or acquisitions. To successfully expand our workforce we must identify, attract and hire professionals, or teams of professionals, to join our Firm, who not only will be able to function as trusted advisors to our clients without the support of a large suite of products but also will be able to fit into our collegial culture. The recruitment, development and training of professionals requires large commitments of time and resources. It may take a substantial amount of time to determine whether new professionals will be effective and, during that time, we may incur significant expenses on compensation, integration and business development activities. Furthermore, there can be no certainty that our personnel will develop the skills necessary to advise our client base or that we will be able to retain those high achieving personnel.

If we are unable to successfully attract, recruit, retain and train new and existing professionals or make strategic investments and integrate the personnel into our business and retain them, our financial results from periodcould suffer.

Compared to our larger, more diversified competitorsThere have been a number of highly publicized cases involving fraud, insider trading or other misconduct by employees in the financial services industry in recent years, and we can experience significant variationsrun the risk that employee misconduct could occur at Greenhill. For example, misconduct by employees could involve the improper use or disclosure of confidential information.This may result in revenues and earnings, especially between quarterly periods. These variations can generally be attributedregulatory sanctions, material fines, or in the case of insider trading to criminal charges.

Our advisory business often requires that we deal with highly confidential information of great significance to our clients, the fact that our revenues are usually earned in large amounts upon the successful completion of a transaction, the timingimproper use of which is uncertain and is not subject tomay have a material adverse impact on our control. Adverse market conditions, geopolitical factors, the procurement of requisite regulatory and shareholder approvals and the availability of capital are all factors that impact the successful completion of a transaction and remain outside our control. Our dependence on a relatively small number of transactions for a large percentageclients. Any breach of our revenues in each quarterly or annual reporting period also impacts our earnings rather significantly in any particular quarter or year.

Our revenues areThe U.S. Department of Justice and the SEC also devotes significant resources to the enforcement of the Foreign Corrupt Practices Act. In addition, the United Kingdom has significantly expanded the reach of its anti-bribery laws. While we have developed and implemented policies and procedures designed to ensure strict compliance with anti-bribery and other laws, such policies and procedures may not be effective in all instances to prevent violations. Any determination that we or our employees have violated these laws or other applicable anti-corruption laws could subject us to, risksamong other things, civil and uncertainties beyondcriminal penalties, material fines, profit disgorgement, injunction on future conduct, securities litigation and reputational damage, any one of which could adversely affect our controlbusiness prospects, financial position or the market value of our common stock.

As an independent investment banking firm, we depend to a large extent on our relationships with our clients and our reputation for advisory engagements that do not result in the successful consummation of a transaction or restructuring.integrity and high-caliber professional services to attract and retain clients. As a result, if a client is not satisfied with our services, it may be more damaging in our business than in other businesses. Further, because we provide our services primarily in connection with significant or complex transactions, disputes or other matters that usually involve confidential and sensitive information or are adversarial, and because our work is highly dependentthe product of myriad judgments of our financial professionals and other staff operating under significant time and other pressures, we may not always perform to the standards expected by our clients. In addition, we may face reputational damage from, among other things, litigation against us, our failure to protect confidential information and/or breaches of our cybersecurity protections or other inappropriate disclosure of confidential information, including inadvertent disclosures, and social and environmental activism related to our relationships with clients in sensitive industries.

We may experience negative publicity from time to time relating to our business and our people, regardless of whether the allegations are valid. Our reputation and businesses may be adversely affected by negative publicity or information regarding our businesses and personnel, whether or not accurate or true, that may be posted on market conditionssocial media or other internet fora or published by news organizations. The speed and pervasiveness with which information can be disseminated through these channels, in particular social media, may magnify risks relating to negative publicity. Such negative publicity may adversely affect our business in a number of ways, including whether potential clients choose to engage us and our ability to attract and retain talent.

In addition, our clients are often concerned about conflicts of interest that may arise in the decisionscourse of engagements. While we have adopted various policies, controls and actionsprocedures to reduce the risks associated with the execution of transactions, the rendering of fairness opinions and potential conflicts of interest, these policies may not be always adhered to by our employees or always be effective in reducing these risks. Failure to adhere to these policies and procedures may result in regulatory sanctions or client litigation. We are unable to estimate the amount of monetary damages which could be assessed or reputational harm that could occur as a result of any such regulatory sanction or client litigation.

Our clients typically provide us with sensitive and confidential information, which in the course of due diligence may include data of customers of our clients and interested third parties. For example, inpersonal information of our mergersclients, counterparties and acquisitionsother stakeholders. As a result, we are subject to various risks and costs associated with the collection, handling, storage and transmission of sensitive information. We rely heavily on our technological and communications infrastructure to securely process, transmit and store such information among our locations around the world and with our professional staff, clients, alliance partners and vendors. If any of our technology systems or those of our third-party service providers (or providers to such third-party service providers) do not operate properly, are compromised or are disabled, we could suffer financial loss, a disruption of our businesses, regulatory intervention or reputational damage. Further, our information systems and technology may not continue to be able to accommodate our business a client could delay or terminate a transaction becauseneeds and the cost of amaintaining such systems may increase from its current level. A failure to agree upon final terms with the counterparty, failureimplement new technology or appropriate levels of protection of our infrastructure, or an increase in costs related to obtain necessary regulatory consents or board or shareholder approvals, failure to secure necessary financing, orsuch information systems, could have a material adverse market conditions. Ineffect on us.

We may also encounter attempted security breaches and cyber-attacks on our financing advisorycritical data, and restructuring business, anticipated bidders for assets of a client in financial distress may not materialize or our clientwe may not be able to restructure its operationsanticipate or indebtedness dueprevent all such attacks. We are not aware of any such occurrence that may have had a material impact to date, but a failure to reach agreement with its principal creditors. Insuccessful breach of our capital advisory business,systems, or the systems used by our clients and other third parties, could lead to shutdowns or disruptions of our systems or third-party systems on which we rely and potential unauthorized disclosure of sensitive or confidential information. Breaches of our or third-party network security systems on which we rely could involve attacks that are intended to obtain unauthorized access to our proprietary information, destroy data or disable, degrade or sabotage our systems, often through the introduction of computer viruses, cyber-attacks and other means and could originate from a wide variety of sources, including unknown third parties outside the Firm. We may incur increasing costs in an effort to minimize these risks and could be held liable for any security breach or loss. Although we have policies and procedures designed to prevent or limit the likelihood and effect of the possible failure, interruption or security breach of our information and communication systems, there can be no assurance that any such failure, interruption or security breach will not occur. If such interruptions or breaches do occur there can be no assurance that they will be adequately addressed especially because the cyber-attack techniques are increasingly more sophisticated, change frequently or are not identifiable until launched. As cyber threats continue to multiply, become more sophisticated and threaten additional aspects of our businesses, we may also be required to expend additional resources on information security and compliance measures in order to continue to modify or enhance our cyber protection or to investigate and remediate any information security vulnerabilities or other exposures. The occurrence of any failure, interruption or security breach of our information or communication systems could damage our reputation, result in a loss of business, subject us to additional regulatory scrutiny, or expose us to civil litigation and financial liability.

We depend on our headquarters in New York City, where a large number of our personnel are located, for the continued operation of our business. A disaster or a disruption in the infrastructure that supports our businesses, including catastrophic weather events and natural disasters such as hurricanes, floods or other larger scale climate-related catastrophes, acts of terrorism, or a disruption involving electronic communications or other services used by us or third parties with whom we conduct business, or directly affecting our headquarters, could have a material adverse impact on our ability to continue to operate our business without interruption. The incidence and severity of catastrophes and other disasters are inherently unpredictable. Our disaster recovery programs, although reasonably planned, may not be ablesufficient to sell their fund interests in secondary transactions because anticipated investors or buyersmitigate the harm that may decline to invest inresult from such a fund duedisaster or disruption. Although we carry insurance to lackmitigate our exposure to certain catastrophic events, our insurance and other safeguards might only partially reimburse us for our losses, if at all, and will not cover related reputational harm.

As a result of liquidity,the COVID-19 pandemic, the use of remote communication devices, applications, software and other forms of technology to facilitate "work from home" was accelerated and has continued. Our employees continue to rely heavily on technology to perform their jobs and as a result we have increased operational risks arising from our reliance on remote communications, virtual meetings and other forms of technology. This change in strategic directionwork behavior results in elevated cybersecurity risks, risks associated with the protection of the investor,Company and client confidential communications, and risk of reliance on certain technology we employ for virtual meetings or other factors. In these circumstances, we may receive limited or no advisory fees and may not be able to recoup all of our expenses, despite having committed substantial time and resources to an engagement. In particular, cross-border deals may require numerous approvals in numerous jurisdictions, and the likelihood and timing of approvals may be difficult to predict. The failure of the parties to complete a transaction on which we are advising, and the consequent loss of revenue to us, could lead to large adverse movements in our revenues and earnings.remote communications systems.

To the extent that we pursue business opportunities in certain markets outside the United States, we will be subject to political, economic, legal, operational, regulatory and other risks that are inherent in operating in a foreign country, including risks of possible nationalization or expropriation, price controls, capital controls, exchange controls, inflation controls, excessive taxation, licensing requirements and other restrictive governmental actions, as well as the outbreak of hostilities and pandemic diseases. In many countries, the laws and regulations applicable to the financial services industries are uncertain and evolving, and it may be difficult and costly for us to determine the exact requirements of local laws in every market. Our inability to remain in compliance with local laws in a particular foreign market could have a significant and negative effect not only on our businesses in that market but also on our reputation generally.

If we expand to new geographic locations, we will incur additional compensation, occupancy, integration, legal and business development costs. Additionally, it may take significant time for us to determine whether new managing directors will be profitable or effective, during which time we may incur significant expenses and expend significant time and resources on compensation, integration and business development. Accordingly, the additional costs and expenses of an expansion may be reflected in our financial results before any offsetting revenues are generated. Depending upon the extent of our expansion, and whether it is done by recruiting new managing directors, strategic investment or acquisition, the incremental costs of our expansion may be funded from cash from operations or other financing alternatives. There can be no assurance that we will be

If we grow, we will also be required to commit additional management, operational, and financial resources to maintain appropriate operational and financial systems to adequately support expansion. There can be no assurance that we will be able to manage our expanding operations effectively or that we will be able to maintain or accelerate our growth, and any failure to do so could adversely affect our ability to generate revenues and control our expenses.

At December 31, 2019, we had $365.6 million2022, the outstanding principal balance of outstanding debt under our term loan facility. We are obligated to make quarterly principal installment payments on our term loan facility was $271.9 million. As a result of $4.7 million (or $18.8 million annually), with the remaining balancevoluntary repayments of thedebt in 2020 and 2021 we have now made all required quarterly installment payments of our long term loan facilitydebt that will be due atprior to maturity on April 12, 2024. In addition to required amortization payments we may also be required to make annual repayments of principal on the term loan facility within ninety days of each year-end of from 0%up to 50% of our annual excess cash

The amount of our long-term debt could have adverse consequences. For example, it could:

IfAs a financial advisory firm we only makeare principally dependent on transaction closings for our revenues and consequently our cash flow generation can be volatile. At the quarterly principal amortizationsame time our operating expenses are mostly recurring and remain relatively consistent period by period except for annual cash bonus and deferred compensation payments, through March 31, 2024,which are greatest in the first calendar quarter of the year. While we will have due $285.9 million at maturity on April 12, 2024. Thereseek to maintain a cash balance adequate to fund our operating and financing needs, there is no assurance that our cash flow will be sufficient to allow us to meet all operating needs and make either timely quarterly principal and interest payments under the credit agreement or the payment due at maturity. IfSince we are unablelimited in our ability to borrow additional amounts to fund our operating and debt obligations, we may need to consider taking other actions, including extending the maturity date with our current lenders, refinancing the debt obligation with a new debt obligation, issuing additional securities, seeking strategic investments, reducing operating costs or consider taking a combination of these actions, in each case on terms which may not be favorable to us. Further, failure to make timely principal and interest payments as required under the debtcredit agreement or at maturity could result in a default. A default would permit lenders to accelerate the maturity for the debt and to foreclose upon any collateral securing the debt. In addition, the limitations imposed by the financing agreements on our ability to incur additional debt could limit our business opportunities, which could in turn have a material impact on our operations and a material adverse effect on our share price.

Our borrowings bear interest at variable rates, subject to, at our election, either the U.S. Prime Rate plus a margin of 2.25% or LIBOR plus a margin of 3.25%. For the year ended December 31, 20192022 we incurred interest expense of $27.4$15.5 million, including the non-recurring charge of $4.8 million related to the refinancing of our term loan facility, and our borrowing rate ranged from 5.0%3.4% to 6.6%7.6%. We currently do not hedge our borrowing rate and consequently we are subject to unanticipated interest rate and currency exchange rate fluctuations. An increase inOur borrowing rate as of February 15, 2023 was 7.8% and based on that rate and the current amount of debt outstanding our annual interest expense would be $21.2 million. Rising interest rates would increasehave increased the portion of our cash flow used to service our indebtedness and those along with future interest rate increases could have a material adverse effect on our liquidity and our ability to meet our obligations in a timely manner, which could have a material adverse effect on our stock price.

The FCA, which regulates LIBOR, has announced that it will not compel panel banks to contribute to LIBOR after 2021. ItIn November 2020, the ICE Benchmark Administration Limited announced a plan to extend the date as of which most U.S. LIBOR values would cease being computed from December 31, 2021 to June 30, 2023. On July 29, 2021, the Alternative Reference Rates Committee announced that it is not possible to predict whether LIBOR will continue to be viewed as an acceptable market benchmark or what rate or rates may become accepted alternatives to LIBOR. Although ourformally recommending the forward-looking Secured Overnight Financing Rate (“SOFR”) term rate. Our credit agreement includes alternative rate fallback provisions, which provides a mechanism for the replacementuse of LIBOR with a new broadly accepted market convention for determining ato replace LIBOR as the rate of interest for syndicated loansand are triggered by a notification from the Administrative Agent. We have not yet received such notification, but expect that we will likely convert to a SOFR term rate based facility in the United States, therefirst half of 2023. There can be no assurances thatassurance the LIBOR phase out of LIBOR

Our term loan indebtedness will mature on April 12, 2024, and our ability to incur additional debtrefinance such indebtedness will depend in part on our operating and financial performance, which, in turn, is subject to prevailing economic conditions and to takefinancial, business, legislative, regulatory and other actions might significantly impairfactors beyond our abilitycontrol. In addition, prevailing interest rates or other factors at the time of refinancing could increase our financing costs and future interest cost. A refinancing of our indebtedness could also require us to obtain other financing.comply with more onerous covenants and further restrict our business operations. Our inability to repayrefinance our indebtedness or refinance the loan facilities when dueto do so upon attractive terms could have a material adverse effect on our liquidity and result in our inability to meet our obligations, which could have a material adverse effect on our business operations and our stock price.

In October 2017, in conjunction with2022, we repurchased $39.9 million of our recapitalizationstock, or 3.0 million shares and share equivalents at an average price of $13.47 per share. During 2023 (through February 15, 2023) we commenced a program to repurchaserepurchased $7.9 million of our common shares.stock, or 577,349 shares and share equivalents at an average price of $13.61 per share. For the year ended Decemberahead, through January 31, 2020, the2024, our Board has approved share repurchase authority, for shares and share equivalents, of Directors has authorized repurchases$30 million of our common stock and common stock equivalents (e.g., vesting restricted stock units) of $60.0which $22.7 million and as of February 20, 2020, we had $38.0 million remaining and authorized for repurchase. remains available under that authorization.

We may repurchase our common stock through various means, such as open market purchases (including pursuant to 10b5-1 plans) and privately negotiated transactions. The price and timing of share repurchases, as well as the total funds ultimately expended, will be subject to market conditions and other factors, such as our results of operations, financial position and capital requirements, general business conditions, legal, tax and regulatory constraints or restrictions, any contractual restrictions and other factors deemed relevant. There can be no assurances of the price at which we may be able to repurchase our shares or that we will repurchase the full amount authorized for 2020the period through January 2024 or the amount authorized in any future year.period. Our ability to repurchase shares for 2023 and future years is also limited by covenants in our term loan facilitycredit agreement and Section 160 of the Delaware General Corporation Law that requires repurchases only be made out of surplus (as defined under Delaware law). 

As we continue to makea result of any past or future share repurchases we will likely reduce our “public float,” (i.e., the number of shares of our common stock that are owned by non-affiliated stockholders and available for trading in the securities markets), which will

Furthermore, certain institutional holders of our common shares (including index funds) may require a minimum market capitalization of each of their holdings in excess of our market capitalization and therefore be required to dispose of our common stock, which may cause the value of our common stock to decline. There can be no assurance that this reduction in our public float will not result in a lower share price or reduced liquidity in the trading market for our common shares during and upon completion of our share repurchase plan. As a result of a lower stock price and reduction in our outstanding shares we are no longer a “well-known seasoned issuer”, which otherwise would allow us to, among other things, file automatically effective shelf registration statements. As a result, any attempt to access the public capital markets could be more expensive or subject to delays.  

Our executive officers, directors, founder and other employees and their affiliated entities collectively owned approximately 31%39% of the total shares of common stock outstanding as of February 20, 202015, 2023 (or approximately 46%53%, assuming vesting in full on February 20, 202015, 2023 of all restricted stock units they hold).

As a result of these shareholdings, our executive officers, directors, founder and employees, together with their affiliated entities, currently are able to exercise, and may increasingly be able to exercise, significant influence over the election of our Board of Directors, the management and policies of Greenhill and the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, and their interests may differ from those of our unaffiliated shareholders. In addition, this concentration of ownership could have the effect of delaying, preventing or defeating a third party from acquiring control over or merging with us.

In addition, sales of substantial amounts of common stock by our executive officers, directors, founder, and other employees, or their affiliated entities, or the possibility of such sales, may adversely affect the price of the common stock and impede our ability to raise capital through the issuance of equity securities. Though such persons are subject to certain restrictions on sales of our common stock by applicable securities laws and our internal policies and procedures, they may nonetheless sell a substantial number of shares over time during open trading windows.

At February 20, 2020, 5,150,905,15, 2023, which takes into account the vesting in early February 2023 but does not yet take into account the grant of new awards as part of our compensation payable in respect of 2022, 5,415,278, restricted stock units were outstanding. The number of RSUs that will be granted later in the first quarter is dependent on our share price at the time of grant. During 2022 and 2021, we made total restricted stock unit awards of 1.9 million and 2.6 million, respectively. Each restricted stock unit represents the holder’s right to receive one share of our common stock or a cash payment equal to the fair value thereof, at our election, following the applicable vesting date. Awards of restricted stock units to our managing directors and other employees generally vest ratably over a three to five-yearfour-year period, with the first vesting on the first anniversary of the grant date, or do not vest until the fourththird or fifthfourth anniversary of their grant date, when they vest in full, subject to continued employment on the vesting date. Shares will be issued in respect of restricted stock units only under the circumstances specified in the applicable award agreements and the equity incentive plan, and may be forfeited in certain cases. Vesting of restricted stock units will be accelerated and immediately vested upon a participant’s death, disability or retirement, as defined in the relevant agreements. Assuming all of the conditions to vesting are fulfilled, shares in respect of the restricted stock units that were outstanding as of February 20, 202015, 2023 are scheduled to be issued as follows: 303,499997,707 additional shares in 2020, 1,534,576 shares in 2021, 2,120,021 shares in 2022, 910,692 shares in 2023, 254,2591,710,408 shares in 2024, and 27,8581,670,402 shares in 2025, 687,846 shares in 2026, and beyond.348,915 shares in 2027.

We began paying quarterly cash dividends to holders of record of our common stock in June 2004. During 2022, our Board of Directors declared quarterly dividends of $0.10 per share and has declared a quarterly dividend of $0.10 per share payable in March 2023. We intend to continue to pay quarterly dividends, subject to capital availability, cash flows and periodic determinations that cash dividends are in the best interest of our stockholders. Future declaration and payment of dividends on our common stock is at the discretion of our Board of Directors and depend upon, among other things, general financial conditions, capital requirements and surplus, cash flows, debt service obligations, our recent and expected future operations and earnings, contractual restrictions and other factors as the Board of Directors may deem relevant. For example, in the event that there is deterioration in our financial performance and/or our liquidity position, a downturn in global economic conditions or disruptions in the credit markets and our ability to obtain financing, our Board of Directors could decide to reduce or even suspend dividend payments in the future. As a Delaware corporation, we are required to meet certain surplus thresholds for our Board of Directors to declare a dividend in accordance with the Delaware General Corporation Law. We cannot provide assurance that we will continue to declare dividends at all or in any particular amounts. A reduction or suspension in our dividend payments could have been a number of highly publicized cases involving fraud, insider tradingnegative effect on our stock price.

As a participant in recent years,the financial services industry, we are subject to extensive regulation in the United States, the UK, Europe, Australia and Asia. Many of the requirements imposed by our regulators are designed to ensure the integrity of the financial markets and to protect customers and other third parties who deal with us and are not designed to protect our stockholders. Consequently, these regulations may serve to limit our activities, including through net capital requirements, customer protection and market conduct requirements. For example, in 2021 our UK and European businesses were required to implement the new UK and European investment firm prudential regulations, respectively; one of the principal impacts as a result of these new regulatory capital requirements is the significant increase in the amount of regulatory capital that needs to be held by our UK and European legal entities. Any additional capital required to be retained in the UK or Europe will reduce the amount of cash available to fund other corporate needs which could adversely impact our business operations.

If the existing regulations under which we operate are modified or interpreted differently, or new regulations are issued and we runare unable to comply with these regulations or interpretations, our business could be adversely affected or the risk that employee misconductcost of compliance could occur at Greenhill.significantly increase. For example, misconduct by employeesas noted above, in 2021 the new UK and European investment firm prudential regulations, not only increased the level of regulatory capital required, the new rules also resulted in an increase in the regulatory and risk assessment documentation requirements, increased our supervisory responsibilities and increased our external audit requirements.

Compliance with any new laws or regulations could involvealso make our compliance efforts more difficult and expensive, affect the impropermanner in which we conduct our business and adversely affect our profitability, such as the laws and regulations related to privacy and data collection. For example, the European Union’s GDPR has changed how businesses can collect, use or disclosureand process the personal data of confidential information, which couldEuropean Union residents. Non-compliance with the GDPR’s requirements can result in regulatory sanctions and material fines, or insider trading, which could lead to criminal charges. Our advisory business often requires that we deal with highly confidential information of great significance to our clients, the improper use ofsignificant penalties, which may have a material adverse impacteffect on our clients. Any breach of our clients’ confidences as a result of employee misconduct may harm our reputationbusiness, expose us to legal and regulatory costs, and impair our abilityreputation.

New laws or regulations, or changes in enforcement of existing laws or regulations, applicable to attract and retain advisoryour clients which couldmay also adversely affect our business. We also facebusinesses. For example, changes in antitrust enforcement or increase in anti-trust regulation could affect the risk that our employees engagelevel of mergers and acquisitions activity, and changes in work place misconduct, such as sexual harassment or discrimination, despite our implementationregulation could restrict the activities of policies and training to prevent and detect misconduct. In addition to impairing our ability to attract and retain clients, such misconduct may also impair our ability to attract and retain talent resulting in a materially adverse effect on our business. It is not always possible to deter employee misconduct, and the precautions we take to detect and prevent misconduct may not be effective in all cases.

Our role as advisor to our clients on important mergers and acquisitions or restructuring transactions involves complex analysis and the exercise of professional judgment, including rendering fairness opinions in connection with mergers and other transactions. Our activities may subject us to the risk of significant legal liabilities to our clients and aggrieved third parties, including shareholders of our clients, who could bring actions against us. In recent years, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against financial advisors has been increasing, including claims for aiding and abetting client misconduct. Moreover, judicial scrutiny and criticism of investment banker performance and activities has increased, creating risk that our services in a litigated transaction could be criticized by the court. These risks

Our engagements typically include broad indemnities from our clients and provisions to limit our exposure to legal claims relating to our services, but these provisions may not protect us fully or may not be enforceable in all cases. The effectiveness of these indemnities in limiting our financial exposure is also dependent on our client’s capacity to pay the amounts claimed. As a result, we may incur significant legal expenses in defending against litigation. Substantial legal liability or significant regulatory action against us could have material adverse financial effects or cause significant reputational harm to us, which could seriously harm our business prospects. We depend to a large extent on our business relationships and our reputation for integrity and high-caliber professional services to attract and retain clients. As a result, allegations of improper conduct by private litigants or regulators, whether the ultimate outcome is favorable or unfavorable to us, as well as negative publicity and press speculation about us, whether or not valid, may harm our reputation, which may be more damaging to our business than to other types of businesses.

We have a presence in certain European Union countries, includingas well as the U.K. On January 31, 2020, the U.K. withdrew from the European Union, commonly referred to as "Brexit". The European UnionWhile a trade deal was agreed, and despite the U.K. have ratified a withdrawal agreement, which provides for a transition period forpassage of time, there continues to remain uncertainty with regards to the European Union andnature of the U.K. to negotiate and agree to a framework for their future relationship. The transition period is currently scheduled to end on December 31, 2020 and thelong-term relationship between the European Union and the U.K. beyond that date is uncertain. A failure to reach an agreement at the end of the transition periodSuch uncertainty could adversely affect European and worldwide economic and market conditions, contribute to instability in global financial and foreign exchange markets, and introduce significant legal uncertainty and potentially divergent national laws and regulations. Further, even if an

Notwithstanding the agreement is reached, at the end of the transition period, there is uncertainty regarding the nature of the long-term relationship between the European Union and the U.K.

We have made statements under the captions “Business”, “Risk Factors”, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other sections of this Annual Report on Form 10-K that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may”, “might”, “will”, “should”, “could”, “expect”, “plan”, “outlook”, “potential”, “anticipate”, “believe”, “estimate”, “intend”, “predict”, “potential” or “continue”, the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include current views and projections of our operations and future financial performance, growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements including, but not limited to:

The risks presented above are not exhaustive. Other sections of this Annual Report on Form 10-K may include additional factors which could impact our business and financial performance. In particular, you should consider the numerous risks outlined in the foregoing paragraphs of this “Risk Factors” section.

Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot give assurances that those expectations will be achieved, nor can we guarantee future results, level of activity, performance or achievements.

There are no unresolved written comments that were received from the SEC staff 180 days or more before the end of the year relating to our periodic or current reports under the Exchange Act.

We do not own any real estate property. Each of our 1615 offices occupy leased office space.

Currently our principal executive office is located at 300 Park Avenue, New York, N.Y. On May 16, 2019, we entered into a new office lease for approximately 78,000 square feet located at 1271 Avenue of the Americas, New York, N.Y. 10020 for our new principal executive office in New York. Rental payments are scheduled to commence on November 1, 2020 and shall continue for a term of 15 years and 3 months.

In terms of square footage, our other large offices include Chicago, Dallas, London, Frankfurt and Sydney. We also have smaller leased office space in other cities around the world, and generally these leases may be extended or renewed.

We are from time to time involved in legal proceedings incidental to the ordinary course of our business. We do not believe any such proceedings will have a material effect on our results of operations.

Not applicable.

Scott L. Bok, 60,63, has served as Chief Executive Officer since April 2010, served as Co-Chief Executive Officer between October 2007 and April 2010, and served as our U.S. President between January 2004 and October 2007. He has also served as a member of our Management Committee since its formation in January 2004. In addition, Mr. Bok has been a director of Greenhill & Co., Inc. since its incorporation in March 2004. Mr. Bok joined Greenhill as a Managing Director in February 1997. Before joining Greenhill, Mr. Bok was a Managing Director in the mergers, acquisitions and restructuring department of Morgan Stanley & Co., where he worked from 1986 to 1997, based in New York and London. From 1984 to 1986, Mr. Bok practiced mergers and acquisitions and securities law in New York with Wachtell, Lipton, Rosen & Katz. Mr. Bok also served as a member of the Board of Directors of Iridium Communications Inc., from 2009 to 2013. Mr. Bok currently serves as Chair of the Board of Trustees of the University of Pennsylvania and the Chair of the Board of Trustees of the American Museum of Natural History.

Kevin M. Costantino, 43,46, has served as President since 2015, and also is a member of our Management Committee and serves as Co-Head of U.S. M&A. Prior to his appointment as President, Mr. Costantino served as Co-Head of our Australian business. Mr. Costantino joined Greenhill’s New York office in 2005. Since that2005, to which he relocated in July 2015 after a second stay in our Sydney office. He also spent time Mr. Costantino has served in various positionsour Chicago office following its 2009 opening, and was involved in Greenhill's Chicago and Sydney Offices, most recently as co-Head of the Australian Business, before returningour expansion to New York in 2015 to serve in his current capacity.Brazil two years ago. Before joining Greenhill, Mr. Costantino was an attorneya mergers and acquisitions lawyer with Wachtell, Lipton, Rosen & Katz in New York, specializing in corporate law.York.

David A. Wyles, 51,54, has served as President since 2015, and also is a member of our Management Committee.2015. Prior to his appointment as President, Mr. Wyles served as Co-Head of our European business. Mr. Wyles joined Greenhill in 1998 as part of the original team from Baring Brothers that founded our London office, and was involved in the opening of our Frankfurt office two years later. He is one of the leading M&A advisors in the UK market, and has also led numerous major transaction assignments in Continental Europe and globally, including most of our assignments involving China.globally.

Harold J. Rodriguez, Jr., 64, has67, served as our Chief Financial Officer sincefrom August 2016 asand our Chief Operating Officer sincefrom January 2012, as Chief Administrative Officer from March 2008 until January 2012 and as Managing Director — Finance, Regulation and Operations from January 2004 to March 2008.through February 2023. Mr. Rodriguez also serveshas announced his intention to transition to a senior advisor role and accordingly he will cease serving as our Chief Compliance Officer and Treasurer and is a member of our Management Committee. Mr. Rodriguez is the Chief Financial Officer and Chief Operating Officer as of Greenhill’sFebruary 28, 2023. Prior to that and beginning in 2000 he served in various finance and administrative roles of Greenhill and its operating subsidiaries, and from November 2000 through December 2003 was Chief Financial Officer of Greenhill. Mr. Rodriguez has servedincluding serving as the Chief Financial Officer of Greenhill Capital Partners LLC since he joined Greenhill in June 2000.Treasurer. Prior to joining Greenhill, from 1987 to 2000, Mr. Rodriguez was Vice President — Finance and Controller of Silgan Holdings, Inc., a major consumer packaging goods manufacturer, from 1987 to 2000.manufacturer. From 1978 to 1987, Mr. Rodriguez worked at Ernst & Young, where he was a senior manager specializing in taxation.

In addition,Gitanjali Pinto Faleiro, 45, was appointed as an executive officer on January 30, 2020 by the Board appointed the firm’s General Counsel and Corporate Secretary, Gitanjali Pinto Faleiro, as an executive officer, effective immediately.Board. Ms. Faleiro 42, joined the firmFirm in September 2019 and serves as Greenhill's General Counsel, Chief Compliance Officer and Corporate Secretary. She is also a member of our Management Committee. Prior to joining Greenhill, Ms. Faleiro was a Vice President and Associate General Counsel in the Legallegal department at Goldman Sachs where she advised the Securities Division and Investment Banking Division on transactional, legal, regulatory and reputational matters in relation to the Volcker Rule and other broker-dealer regulations.matters. Ms. Faleiro also served as secretary to certain firm-wide and division-wide committees. From 2006 to 2012, Ms. Faleiro was a clerktrainee solicitor and then Solicitor (England & Wales) at Linklaters, LLP in London, from 2012 to 2015, Ms. Faleiro was an attorney at Latham & Watkins, LLP in New York, and from 2000 to 2004, Ms. Faleiro was an analyst and then associate in the Securities Division at Goldman Sachs.Sachs in New York.

Our Board of Directors currently has sevenfive members, twoone of whom are employees (Robert F. Greenhill and Scottis an employee (Scott L. Bok) and fivefour of whom arehave been determined to be independent (Steven F. Goldstone,(Ulrika Ekman, Kevin Ferro, Meryl D. Hartzband, Stephen L. Key,and John D. Liu and Karen P. Robards)Liu). A brief biography of each of Messrs. Greenhill, Goldstone, Key and Liu and Mses. Hartzband and Robards is set forth below.

Kevin T. Ferro, 52, has served on our Board of Directors since April 2021. Mr. GoldstoneFerro is the founder of Ferro Holdings LLC, a Florida based family-owned holding company that was Chairmanformed in 2019. Prior to forming Ferro Holdings, Mr. Ferro built and managed Vatera Holdings LLC, an investment advisor with a range of capabilities across traditional and alternative asset classes, for which he served as Chief Executive Officer of RJR Nabisco, Inc. (which was subsequently named Nabisco Group Holdings following the reorganization of RJR Nabisco, Inc.).and Chief Investment Officer from 2006 until its sale in 2018. Prior to joining RJR Nabisco, Inc.,

Meryl D. Hartzband, 65,68, has served on our Board of Directors since July 2018. Ms. Hartzband currently serves on the Board of Directors of Everest Re Group, Ltd., a publicly-traded insurance and reinsurance company listed on NYSE, and the Board of Directors of Conning Holdings Limited, a leading global investment management firm.firm, and the board of Octagon Credit Investors, LLC, a subsidiary of Conning Holdings Limited. Past directorships include The Navigators Group, Inc., ACE Limited, Travelers Property Casualty Corp., AXIS Capital Holdings Limited, Alterra Capital Holdings Limited, and numerous portfolio companies of the Trident Funds. She was a founding partner of Stone Point Capital, a private equity firm that focuses on investing in the global financial services industry. From 1999 to 2015, she served as the firm’s Chief Investment Officer and as a member of the Investment Committees of the Trident Funds. Prior to that, she was a Managing Director at J.P. Morgan Chase & Co., where, during a 16-year career, she specialized in managing private equity investments in the financial services industry.

PART II

The New York Stock Exchange is the principal market on which our common stock (ticker: GHL) is traded.

The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent we specifically incorporate it by reference into such filing. Our stock price performance shown in the graph below is not indicative of future stock price performance.

COMPARES 5-YEAR CUMULATIVE TOTAL RETURN AMONG GREENHILL & CO.,

INC., S&P 500 INDEX AND S&P FINANCIAL INDEX

ASSUMES $100 INVESTED ON DECEMBER 31, 20142017

ASSUMES DIVIDEND REINVESTED

FISCAL YEAR ENDING DECEMBER 31, 20192022

Share Repurchases in the Fourth Quarter of 20192022

Greenhill is a leading independent investment bank that provides financial and strategic advice on significant domestic and cross-border mergers and acquisitions, divestitures, restructurings, financings, capital raising and other transactions to a diverse client base, including corporations, partnerships, institutionsprivate equity sponsors, institutional investors, family offices, and governments globally. We serve as a trusted advisor to our clients throughout the world on a collaborative, globally integrated basis from our offices in the United States, Australia, Brazil, Canada, France, Germany, Hong Kong, Japan, Singapore, Spain, Sweden and the United Kingdom.

We were established in 1996 by Robert F. Greenhill, the former President of Morgan Stanley and former Chairman and Chief Executive Officer of Smith Barney. Since our founding, Greenhill has grown significantly, by recruiting talented and diverse managing directors and other senior professionals, acquiring complementary advisory businesses and training, developing and promoting professionals internally. We have expanded beyond merger and acquisition advisory services to include financing, restructuring, and private capital advisory services, and we have expanded the breadth of our sector expertise to cover substantially all major industries. Since the opening of our original office in New York, we have expanded globally to 1615 offices across fivefour continents.

Over our 2427 years as an independent investment banking firm, we have sought to opportunistically recruit new managing directors with a range of industry and transaction specialties, as well as high-level corporate and other relationships, from major investment banks, independent financial advisory firms and other institutions. We also have sought to expand our geographic reach both through recruiting managing directors in new locations and through strategic acquisitions, such as our acquisition of Caliburn Partnership Pty Limited (now Greenhill Australia) in Australia in 2010. Additionally, we expanded the breadth of our advisory services through our acquisition in 2015 of Cogent, which extended our services to capital advisory related to the secondary fund placement market as well as through the recent recruitment of a number of managing directors focused on financing and restructuring advisory services.acquisitions. Through our recruiting and acquisition activity, we have significantly increased our geographic reach by adding offices in the United States, United Kingdom, Germany, Canada, Japan, Australia, Sweden, Hong Kong, Brazil, Spain, Singapore and Singapore. We expect to add a Paris office shortly, subject to regulatory approval. We intend to continue our efforts to recruit new managing directors with industry sector experience and/or geographic reach who can help expand our advisory capabilities. France.

Business Environment and Outlook /Factors Affecting Our Results

In 2022, global market uncertainty and volatility caused by inflationary pressures, slowing global growth, rising interest rates, and the war in Ukraine, among other things, adversely impacted the level of M&A activity substantially from feesthe rapid pace of 2021. For us, we earn on advisory servicesrealized significantly fewer transaction completions, particularly in the first half of the year, while in the second half of the year the pace of completions accelerated despite a number of transactions carrying over to the next year. With a greater backlog of transactions carrying to 2023 than we provide related to M&A, restructuringhave had in prior years and capital raising transactions. As a result,expectations for an improving economic environment as the volumepace of global and regional transactional activityinterest rate increases slow, we currently expect that we will have a significant impactstronger first half of advisory revenues in 2023 than we have had in prior years. While the market environment remains challenging and it is difficult to predict the level of activity over the longer term, we believe our predominately public company client base remains in position to consider and ultimately pursue attractive strategic opportunities, subject to various factors, including the state of debt financing markets. As a supplement to that historic client base, we also continue to focus on our resultskey strategic objective of operations. In 2019,expanding our coverage of financial sponsors, who use every service we experiencedprovide from M&A to financing, restructuring and fund raising.

With default rates remaining low our financing advisory and restructuring activity slowed in 2022 from 2021, when we benefited from the execution of a decreasenumber of financing advisory assignments. Given relatively weak economic conditions, continued challenging credit markets and a rising interest rate environment, we expect both our financing and restructuring work to be more active in 2023 and beyond.

For our private capital advisory business, where we have been rebuilding our team over the number and scale of M&A transactions, particularly in Europe, andpast two years, we experiencedhad a slight decline in revenues from capital advisory fees compared to the prior year's record level. At the same time, the number and volume of completed transactions globally decreased by 8% and 14%, respectively,raises in 20192022 as compared to 2018, while2021 due, in part, to the number and volumenegative impact that lower public market valuations, which reduced the amount of announced transactions globally decreased by 7% and 9%, respectively, in the same period.⁽¹⁾ Although announced transaction activity was down from last year, we continuecapital investors had available to see the environment for M&A activity as reasonably good in most of the jurisdictions in which we operate. allocate to alternative investments. We enter

We do not allocate our revenue by type of advice rendered (M&A, financing advisory and restructuring, strategic advisory, or other) because of the complexity of the assignments for which we earn revenue and because a single transaction can encompass multiple types of advice. For example, a restructuring assignment can involve, and in some cases end successfully in, a sale of all or part of the financially distressed company. Likewise, an acquisition assignment can relate to a financially distressed target involved in or considering a restructuring, and an M&A assignment can develop from a relationship that we had on a prior restructuring assignment, and vice versa. WeFurther, debt and equity financing assignments can include participation of both M&A and restructuring personnel. While we do however, separately allocate private capital advisory (fund placement) revenue.

We classify operating expenses as employee compensation and benefits expenses and non-compensation operating expenses. Non-compensation operating expenses include the costs for occupancy and equipment rental, communications, information services, professional fees, recruiting, travel and entertainment, insurance, depreciation and amortization, and other operating expenses.

Interest Expense

Interest expense consists of the weighted average borrowing costs of the secured term loan facility and amortization of original issue discount and deferred financing costs. As part of our 2017 recapitalization plan on October 12, 2017 we substantially increased our leverage and interest expense through the borrowing of $350.0 million under a secured term loan facility, which borecurrently bears interest at LIBOR plus 3.75%. On April 12, 2019, we refinanced the term loan facility3.25% and increased the borrowing amount to $375.0 million and lowered our borrowing rate by 50 basis points to LIBOR plus 3.25%.

We are subject to federal, state and local corporate income taxes in the United States. In addition, our non-U.S. subsidiaries are subject to income taxes in their local jurisdictions.

Effective January 1, 2018, as a resultOur effective tax rate is principally comprised of the Tax Cuts and Jobs Act theour U.S. federal income tax rate, decreased towhich is currently 21% from 35%. Since we typically generate a majority of our pre-tax earnings from our domestic operations, this rate reduction significantly reduced our effective income tax rate. In addition to federal taxes, our effective, plus the incremental tax rate is comprised ofincurred for foreign, state and local taxes. While state and local taxes generally increase our effective tax rate nominally, foreign taxes can more substantially increase or decrease our effective tax rate depending on the amount of earnings we generate in each jurisdiction. We have historically generated substantial earnings in low taxtaxer jurisdictions such as the United Kingdom, and we have historically generated a smaller portion of our annual earnings in highhigher tax jurisdictions such as Australia, JapanGermany and Brazil.Japan.

Our effective tax rate is also impacted positively or negatively upon the vesting of restricted stock awards by a charge or benefit for the tax effect of the difference between the grant price value and market price value at vesting of the awards. Based onIn 2022, the average market price on the date of the vesting of our annual awards, which represent a substantial portion of our awards vesting during the year was slightly higher than the grant price of those awards and we incurred an income tax benefit of $0.4 million. In 2021, the average grant price of the awards vesting in 2019 and 2018during the year exceeded the market price of our shares at vesting and we incurred income tax charges of $1.2 million and $4.7 million for the years ended December 31, 2019 and 2018, respectively. Further, during the first quarter of 2020, we incurred an income tax charge of approximately $1.8$0.8 million, related towhich slightly elevated our effective tax rate. Looking forward, during the first quarter of 2023, the market value of awards vesting of restricted stock units at a market price less thanapproximated the average grant price.price and we recognized a nominal income tax benefit. We are not able to predict our future share price, as a consequence, we are not able to estimate the impact that this benefit or charge will have on our provision for income taxes in future periods.

Although we cannot predict our estimated effective tax rate for future periods primarily due to the jurisdiction andvarying amount of earnings which varies year over year,we can have in either higher or lower tax jurisdictions, we expect that our effective tax rate will be in the mid twenty percent range over the next few years, assuming our historical mix of foreign earnings and no changes in the existing tax law, and if we excludeexcluding the impact of the tax charge/benefit resulting from the vesting of restricted stock awards.

Geographic Data

For a summary of the total revenues, income before taxes and total assets by geographic region, see “Note 18 — Business Information” to the consolidated financial statements.

Liquidity and Capital Resources

Our liquidity position, which consists of cash and cash equivalents, other significant working capital assets and liabilities, debt and other matters relating to liquidity requirements and current market conditions, is monitored by management on a regular basis. We retain our cash in financial institutions with high credit ratings and/or invest in short-term investments that are expected to provide liquidity and as permitted under theour credit agreement.facility. It is our objective to retain a global cash balance adequate to service our forecast operating and financing needs. At December 31, 2019,2022, we had cash and cash equivalents of $114.0$104.3 million.

We generate substantially all of our cash from advisory fees. Since we are solely a financial advisory services firm and we do not underwrite, trade securities, lend or have asset management services, we do not need to retain a significant amount of regulatory capital. Our cash needs thus are primarily a function of working capital requirements. We use our cash primarily for recurring operating expenses, the repayment and service of our debt, the repurchase of our common shares and the funding of leasehold improvements for the build out of office space.other capital needs. Our recurring monthly operating disbursements principally consist of base compensation expense, occupancy, travel and

Because a portion of the compensation we pay to our employees is distributed in annual cash bonus awards (usually in the first quarter of each year), our net cash balance is typically at its lowest level during the first quarter of each year and generally accumulates from our operating activities throughout the remainder of the year. Our current liabilities primarily consist of accounts payable, which are generally paid monthly, accrued compensation, which includes accrued cash bonuses that are generally paid in the first quarter of the following year to the large majority of our employees, and current taxes payable. Our current assets include accounts receivable, which we generally collect within 60 days, except for fees generated through our primary capital advisory engagements, which are generally paid in installments over a period of three years, and certain restructuring transactions, where collections may take longer due to court-ordered holdbacks. At December 31, 2019,2022, we had fees receivable of $77.8$40.3 million, including long-term receivables related to our primary capital advisory engagements of $10.5 million, the majority of which we expect to collect over the remainder of the year.$4.1 million.

In 2017, we entered intoannounced a credit agreement withleveraged recapitalization to put in place a syndicate of lenders, who loaned us $350.0 million under a five-year securedcapital structure designed to enhance long term loan B facility (“2017 TLB”) and provided us with a three-year secured revolving credit facility of $20.0 million, which was undrawn at closing and has remained undrawn.

As a result of the refinancing, we lowered our borrowing rate by 50 basis points, extended the maturity date of the new TLB by eighteen months to April 12, 2024, and lowered our annual amortization payments to 5% per annum. In addition, the amounts permitted for dividend payments and repurchases of our common stock under the amended credit agreement were increased. Effective with the refinancing in April 2019, borrowingsBorrowings under the TLB bear interest at either the U.S. Prime Rate plus 2.25% or LIBOR plus 3.25%. at our option. Our borrowing rates in 20192022 ranged from 5.0%3.4% to 6.6%7.6%. We generally rollover our borrowings monthly or every three months. In January 2023, we rolled over our principal balance for a one month period and our borrowing rate was 7.8%. The FCA, which regulates LIBOR, has announced that it will not compel panel banks to contribute to LIBOR after 2021. ItIn November 2020, the ICE Benchmark Administration Limited announced a plan to extend the date as of which most U.S. LIBOR values would cease being computed from December 31, 2021 to June 30, 2023. On July 29, 2021, the Alternative Reference Rates Committee announced that it is not possible to predict whether LIBOR will continue to be viewed as an acceptable market benchmark or what rate or rates may become accepted alternatives to LIBOR. Although ourformally recommending the forward-looking SOFR term rate. Our credit agreement includes alternative rate fallback provisions, therewhich provides for use of a broadly accepted market convention to replace LIBOR as the rate of interest and are triggered by a notification from the Administrative Agent. We have not yet received such notification, but expect that we will likely convert to a SOFR term rate based facility in the first half of 2023. There can be no assurance the LIBOR phase out will not increase theour cost of capital.

The new TLB requires quarterly principal amortization payments of $4.7 million (or $18.8 million annually), which began onfrom September 30, 2019 and continue through March 31, 2024, with the remaining balance ($285.9 million assuming the payment of only quarterly principal amortization payments during the term) due at maturity on April 12, 2024. DuringThe TLB permits voluntary principal payments to be made in advance without penalty and such payments are applied to the year ended December 31,next successive quarterly installments. Since the prior TLB was refinanced April 2019, we have made principalrequired and voluntary debt payments in total of $9.4 million. As of December 31, 2019,$103.1 million and the new TLB had an outstanding principal balance of $365.6the TLB at December 31, 2022 was $271.9 million. In addition to theAs a result of these payments we do not have any required quarterly principal amortization wepayments due prior to maturity. In addition to quarterly amortization payments, the Company may be required to make annual repayments of principal on the TLB within ninety days of year-end of up to 50% of ourits annual excess cash flow as defined in the credit agreement.agreement based on a calculation of net leverage. For the year ended December 31, 2019, an excess cash flow2022, a payment was not required. Such payment, if any, willof $1.8 million is required to be applied to the next quarterly principal installment payment. We aremade by March 31, 2023. The Company is also required to repay certain amounts of the term loan facilityTerm Loan Facility in connection with the non-ordinary course sale of assets, receipt of insurance proceeds, and the issuance of debt obligations, subject to certain exceptions.

Since we announced our recapitalization in 2017, we have used the majority of the refinancing. No scheduled principal payments are required on amounts drawn onTLB borrowing proceeds along with a portion of our excess cash flow over the revolving loan facility until the maturity date. Any borrowings under the new revolving loan facility may be repaid and reborrowed. We do not currently intendpast several years to extend the revolving loan facility beyond its maturity date.

Early in 2023, we shifted our strategy to limit our shares repurchases to only an amount that is sufficient to offset the dilutive impact of equity grants to employees. As a result, for the period beginning February 1, 2023 through January 2020,31, 2024, our Board of Directors took into accounthas authorized $30.0 million in purchases of common shares and share equivalents (via tax withholding on vesting of restricted stock units). This compares to an authorization of $70.0 million for the amount permitted for repurchasestwelve month period ended January 31, 2023. We estimate approximately half of our common stock and common stock equivalents under our credit agreement and authorized the repurchase of our common stock and common stock equivalents of up to $60.0 millionthis authorization for the year ended DecemberJanuary 31, 2020. This compares to2024 will be used for the repurchase of our common stock and common stock equivalents of $69.4 million during 2019, consisting of the repurchase of 3,275,641 shares of our common stock for $55.5 million and of 573,472 common stock equivalents shares for $14.0 million in conjunction with the payment of tax liabilities in respect of stock delivered to our employees in settlement of restricted stock units that vested. During 2020 (as of February 20, 2020), we have repurchased 489,704 shares of our common stock for $8.4 million and we are deemed to have repurchased 640,642 shares of common stock equivalents in conjunction with the payment ofto settle withholding tax liabilities in respect of stock delivered to our employees in settlement of restricted stock units that vested for $13.6 million and had $38.0 million remaining and authorized for repurchase during the remainder of 2020. We may make repurchases of our common stock through various means, which could include open market purchases (including pursuant to 10b5-1 plans) and privately negotiated transactions. The price and timing of share repurchases, as well as the total funds ultimately expended, will be subject to market conditions and other factors, such as our results of operations, financial position and capital requirements, use of cash for debt repayments, general business conditions, legal, tax and regulatory constraints or restrictions, any contractual restrictions and other factors deemed relevant.liabilities. There can be no assurances of the price at which we may be able to repurchase our shares or that we will repurchase the full amount authorized for 2020the period ending January 31, 2024 or the amount authorized in any future year.period. Taking into account our common stock and common stock equivalent share repurchases through February 15, 2023, we have $22.7 million remaining and authorized for repurchase through January 2024.

As part of our long termlong-term incentive award program, we may award restricted stock units to managing directors and other employees at the time of hire and/or as part of annual compensation. Awards of restricted stock units generally vest over a three to five-yearfour-year service period, subject to continued employment on the vesting date. Each restricted stock unit represents the holder’s right to receive one share of our common stock (or at our election, a cash payment equal to the fair value thereof) on the vesting date. Under the terms of our equity incentive plan, we generally repurchase from our employees that portion of restricted stock unit awards used to fund income tax withholding due at the time the restricted stock unit awards vest and pay

Also, as part of itsour long-term incentive award program, we may award deferred cash compensation to managing directors and other employees at the time of hire and/or as part of annual compensation. Awards of deferred cash compensation generally vest over a three to fivefour year service period, subject to continued employment. Each award provides the employee with the right to receive future cash compensation payments, which are non-interest bearing, on the vesting date. Based upon the value of the deferred cash awards outstanding at February 20, 2020,15, 2023, which does not yet take into account the vesting of majority of annual awards late February 2023, we estimate payments of $21.6$33.5 million over the next fivefour years, of which $7.8$10.0 million remains payable in 2020, $7.42023, $9.9 million will be payable in 2021, $4.02024, $9.0 million will be payable in 2022, $2.22025, and $4.6 million will be payable in 2026. We expect that the total outstanding value of deferred cash awards will increase modestly after taking into account the awards granted later in the first quarter of 2023 and less than $0.1 million will be payablerelated to 2022 performance offset by the remaining amount of annual awards vesting in eachthe first quarter of 2024 and 2025.2023. We will realize a corporate income tax deduction at the time of payment.

Our capital expenditures relate primarily to technology systems and periodic refurbishment of our leased premises, which generally range from $2.0 million to $3.0 million annually. From time to time we incur leasehold improvements related to the build out of new space. During 2020,2022, we willrelocated our London office and incurred leasehold costs of approximately $5.5

We operate in multiple countries in North America, Europe, Australia and Asia. As a financial services firm, we are subject to extensive regulation by governments, their respective agencies and/or various self-regulatory organizations or exchanges in each of the countries in which we operate. Each regulator imposes varying degrees of regulatory requirements which generally include net capital, customer protection and market conduct requirements. The amount of regulatory capital required by each regulatory authority varies and may change through the implementation of new regulations or a change in our business operations. Due to the enactment of new regulatory standards in the U.K. and the relocation of our European headquarters to Germany, our regulatory capital requirements in the U.K. and Europe have increased moderately from historically very nominal levels. Elsewhere in the world we are also subject to varying capital requirements. To comply with these requirements, we may need to retain cash in certain jurisdictions in excess of our forecasted working capital needs. In the event we need additional capital in one or more locations we may be relocating our headquarters office to new office space in New York City. During 2020, we expectrequired to fund those needs by withdrawing capital from another jurisdiction, subject to limitations imposed on intercompany lending by our operating cash flow leasehold improvement costs, net of tenant improvement allowance, of approximately $12.0 million, and over the longer term expect to reduce our annual rent cost by approximately $3.5 million from the amount we currently incur.credit agreement.

While we believe that the cash generated from operations during the next twelve months and over the longer term will be sufficient to meet our expected operating needs, which include among other things, our tax obligations, interest and principal payments on our loan facilities, dividend payments, share repurchases related to the tax settlement payments upon the vesting of the restricted stock units, deferred cash compensation payments and build-out costs of new office space, we may adjust our variable expenses and other disbursements, if necessary, to meet our liquidity needs. ThereHowever, there is no assurance that our cash flow will be sufficient to allow us to meet our operating obligations and make timely principal and interest payments under the credit agreement. If we are unable to fund our operating and debt obligations, we may need to consider taking other actions, including issuing additional securities, seeking strategic investments, reducing operating costs or consider taking a combination of these actions, in each case on terms which may not be favorable to us. Further, failure to make timely principal and interest payments under the debtcredit agreement could result in a default. A default of our credit agreement would permit lenders to accelerate the maturity for the debt and to foreclose upon any collateral securing the debt. In addition, the limitations imposed by the financing agreements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing.

Contractual Obligations

The following table sets forth information relating to our contractual obligations as of December 31, 2019:

Off-Balance Sheet Arrangements

We do not invest in any off-balance sheet vehicles that provide financing, liquidity, market risk or credit risk support, or engage in any leasing or hedging activities that expose us to any liability that is not reflected in our consolidated financial statements, except for those as described under “Contractual Obligations” above.

Market Risk

Our business is not capital-intensive and as such, is not subject to significant market or credit risks.

Risks Related to Cash and Short-Term Investments

Our cash and cash equivalents isare principally held in depository accounts and money market funds and other short-term highly liquid investments with original maturities of three months or less. We maintain our depository accounts with financial institutions with high credit ratings. Although these deposits are generally not insured, management believes we are not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Further, we do not believe our cash equivalent investments are exposed to significant credit risk or interest rate risk due to the short-term nature and high quality of the underlying investments in which the funds are invested.

Credit Risk

We regularly review our accounts receivable and allowance for doubtful accounts by considering factors such as historical experience, credit quality, age of the accounts receivable, and the current economic conditions that may affect a customer’s ability to pay such amounts owed to the Company. We maintain an allowance for doubtful accounts that, in our opinion, provides for an adequate reserve to cover losses that may be incurred.

Exchange Rate Risk

We are exposed to the risk that the exchange rate of the U.S. dollar relative to other currencies may have an adverse effect on the reported value of our non-U.S. dollar denominated assets and liabilities. Non functional currency related transaction gains and losses are recorded in the consolidated statements of operations.

In addition, the reported amounts of our revenues may be affected by movements in the rate of exchange between the currency in which an invoice is issued and paid and the U.S. dollar, in which our financial statements are denominated. We do not currently hedge against movements in these exchange rates through the use of derivative instruments or other methods. We analyzedanalyze our potential exposure to a decline in exchange rates by performing a sensitivity analysis on our net income in those jurisdictions in which we have generated a significant portion of our foreign earnings, which includedgenerally include the United Kingdom, Europe, and Australia. During the year ended December 31, 2019,2022, as compared to 2018,2021, the average value of the U.S. dollar strengthened relative to the pound sterling, euro and Australian dollar. In aggregate, there was a slight negative impact on our revenues were negatively impacted in 20192022 as compared to 20182021 as a result of the timing of recognitionmovement of foreign revenues. We did not deem the impact significant. Further, becausecurrency rates. Although our global revenues may be impacted by movements in foreign exchange rates, our operating costs in foreign jurisdictions are denominated in local currency, and consequently we are effectively internally hedged to some extent against the impact in the movements of foreign currency relative to the U.S. dollar. While our earnings are subject to volatility from changes in foreign currency rates, we do not believe we face any material risk in this respect.

Interest Rate Risk

Our TLB bears interest at the U.S. Prime Rate plus 2.25% or LIBOR plus 3.25% (prior to the April 2019 refinancing the borrowing rate was the U.S. Prime Rate plus 2.75% or LIBOR plus 3.75%).at our option. Because we have indebtedness which bears interest at variable rates, our financial results will be sensitive to changes in prevailing market rates of interest. As of December 31, 2019,2022, we had $365.6$271.9 million of indebtedness outstanding, all of which bears interest at floating

Critical Accounting Policies and Estimates

Management’s discussion and analysis of its results of operation and financial condition is based on our consolidated financial statements that have been prepared in accordance with GAAP in the United States, which requires management to make estimates and assumptions regarding future events that affect the amounts reported in the consolidated financial statements. Management employs judgment in making these estimates in consideration of historical experience, currently available information and various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ from our estimates and assumptions, and any such differences could be material to the consolidated financial statements. Descriptions of our critical accounting policies and estimates, which we believe are those that are most important to the presentation of our financial condition and results of operations and require management’s most difficult, subjective and complex judgments, are set forth below in “Part IV — Item 15 — Notes to consolidated financial statements, Note 2 — Summary of Significant Accounting Policies” and are incorporated by reference herein.

Quantitative and qualitative disclosures about market risk are set forth above in “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operation — Market Risk”.

The financial statements required by this item are listed in “Item 15 — Exhibits and Financial Statement Schedules”.

None.

Based upon their evaluation of the Firm’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15 as of the end of the year covered by this Annual Report on Form 10-K, the Firm’s Chief Executive Officer and Chief Financial Officer have concluded that such controls and procedures are effective. There were no changes in our internal controls over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s report on the Firm’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act), and the related report of our independent public accounting firm, are included on pages F-2 through F-4 of this report.

None.

PART III

Information required by this Item will be presented in Greenhill’s definitive proxy statement for its 20202023 annual meeting of stockholders, which will be held on April 23, 2020,May 2, 2023, and is incorporated herein by reference. Information regarding our executive officers is included on pages 2220 and 2321 of this Annual Report on Form 10-K under the caption “Executive Officers and Directors.”

Our Board of Directors has adopted a Code of Business Conduct and Ethics applicable to all officers, directors, and employees, which is available on our website (www.greenhill.com/investor) under “Corporate Governance.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on the website address and location specified above.

Item 11.  Executive Compensation

Information required by this Item will be presented in Greenhill’s definitive proxy statement for its 20202023 annual meeting of stockholders, which will be held on April 23, 2020,May 2, 2023, and is incorporated herein by reference.

Information required by this Item will be presented in Greenhill’s definitive proxy statement for its 20202023 annual meeting of stockholders, which will be held on April 23, 2020,May 2, 2023, and is incorporated herein by reference.

Information required by this Item will be presented in Greenhill’s definitive proxy statement for its 20202023 annual meeting of stockholders, which will be held on April 23, 2020,May 2, 2023, and is incorporated herein by reference.

Information required by this Item will be presented in Greenhill’s definitive proxy statement for its 20202023 annual meeting of stockholders, which will be held on April 23, 2020,May 2, 2023, and is incorporated herein by reference.

PART IV

INDEX TO FINANCIAL STATEMENTS

Consolidated Financial Statements of Greenhill & Co., Inc. and Subsidiaries

Management’s Report on Internal Control Over Financial Reporting

Management of Greenhill & Co., Inc. and Subsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with generally accepted accounting principles in the United States of America.

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

The Company’s independent registered public accounting firm has issued their auditors’ report appearing on page F-4 which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

We have audited the accompanying consolidated statements of financial condition of Greenhill & Co., Inc. and Subsidiaries (the “Company”)Company) as of December 31, 20192022 and 2018,2021, the related consolidated statements of operations, comprehensive income, cash flows and changes in stockholders’ equity for each of the three years in the period ended December 31, 2019,2022, and the related notes (collectively referred to as the “financial“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20192022 and 2018,2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019,2022, in conformity with U.S. generally accepted accounting principles.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Report of Independent Registered Public Accounting Firm

Opinion on Internal Control Over Financial Reporting

Greenhill & Co., Inc. and Subsidiaries

Consolidated Statements of Financial Condition

As of December 31,

(in thousands except share and per share data)

See accompanying notes to consolidated financial statements.

Greenhill & Co., Inc. and Subsidiaries

Consolidated Statements of Operations

Years Ended December 31,

(in thousands except share and per share data)

See accompanying notes to consolidated financial statements.

Greenhill & Co., Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

Years Ended December 31,

(in thousands)

See accompanying notes to consolidated financial statements.

Greenhill & Co., Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

Years Ended December 31,

(in thousands)