Perella Weinberg Partners 10-Q

Item 5. Other Information Amendment to the PWP OpCo LPA On November 6, 2024 (the “Effective Date”), the Second Amended and Restated Agreement of Limited Partnership of PWP Holdings LP (“PWP OpCo”), dated as of April 1, 2024 (the “PWP OpCo LPA”), was amended by the First Amendment to the PWP OpCo LPA (the “PWP OpCo LPA Amendment”). Pursuant to the PWP OpCo LPA Amendment, the Partnership Unit Designation of the Series A PI Units (as defined below) (the “PUD”) was attached as Exhibit F to the PWP OpCo LPA. The PUD provides for the issuance of a new class of partnership profits interests in PWP OpCo (the “Series A PI Units”), pursuant to which holders of Series A PI Units, if any, may receive an annual allocation and corresponding distribution from the profits of PWP OpCo upon the terms and conditions set forth in the applicable Series A PI Unit Award Agreement (the “Award Agreement”). 35 On the Effective Date, the Compensation Committee of the Company’s Board of Directors and PWP GP LLC, in its capacity as the general partner of PWP OpCo, approved the form of Award Agreement. The Award Agreement provides that any recipient will be eligible to receive an annual allocation and corresponding distribution from the profits of PWP OpCo equal to a percentage of the revenue earned by PWP OpCo for each applicable period in which the Series A PI Units remain outstanding, as specified in the applicable Award Agreement and only to the extent there are sufficient profits; provided that the recipient remains an active professional through, and has not given or received a notice of termination as of, the actual distribution date. The foregoing description of the PWP OpCo LPA Amendment, the PUD and the Award Agreement does not purport to be complete and is qualified in its entirety by the full texts of the PWP OpCo LPA Amendment and the PUD, copies of which are attached hereto as Exhibit 10.1 and incorporated herein by reference, and the full text of the Award Agreement, the form of which is attached hereto as Exhibit 10.2 and incorporated herein by reference. Insider Trading Arrangements and Policies On August 6, 2024 , Red Hook Capital LLC (“Red Hook”) adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 842,621 shares of the Company’s common stock. Peter Weinberg , Chairman of our Board of Directors , has shared voting and dispositive power over Red Hook through his shared control of Rosedale Partner LLC, the sole member of Red Hook. The plan’s maximum duration is until August 1, 2025 . During the three months ended September 30, 2024, no other director or officer of the Company adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 6. Exhibits. Exhibit Number Description 10.1* First Amendment t o t he Second Amended a nd Restated Agreement o f Limited Partnership o f PWP Holdings L P 10.2* Form of Series A PI Unit Award Agreement 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** Furnished herewith. 36 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PERELLA WEINBERG PARTNERS Date: November 8, 2024 By: /s/ ANDREW BEDNAR Andrew Bednar Chief Executive Officer (Principal Executive Officer) Date: November 8, 2024 By: /s/ ALEXANDRA GOTTSCHALK Alexandra Gottschalk Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 37