What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-27 compared with 2024-02-23 · 379 added, 445 removed, 764 unchanged (52% of the section changed)

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Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Statements of Financial Condition as of December 31, 2023 and 2022

Consolidated Statements of Financial Condition as o f December 31, 2024 and 2023

Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Changes in Equity for the Years Ended December 31, 2023, 2022, and 2021

Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interests for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022

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Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial condition of Perella Weinberg Partners (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated statements of financial condition of Perella Weinberg Partners (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), changes in equity and redeemable non-controlling interests and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 27, 2025, expressed an unqualified opinion thereon.

Basis for Opinion

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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 Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

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.

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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.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

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.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Transaction-related Advisory Service Revenue

Description of the Matter For the year ended December 31, 2024, the Company’s revenues totaled $878.0 million, a portion of which resulted from transaction-related advisory services.

As explained in Note 2 to the consolidated financial statements, the Company provides transaction-related advisory services to its clients to assist with corporate finance activities that include, but are not limited to, mergers and acquisitions, reorganizations, tender offers, leveraged buyouts, and the pricing of securities to be issued.

The Company recognizes revenue from transaction-related advisory services when or as its performance obligations are fulfilled.

The recognition of transaction-related advisory services is often constrained until substantially all services have been provided, specified conditions have been met and/or certain milestones have been achieved, and it is probable that a significant revenue reversal will not occur in a future period.

The determination of when and to what extent to recognize transaction-related advisory service revenues may require judgment, particularly when milestones are met near the end of a reporting period and in cases where additional services are expected to be provided subsequent to the achievement of the milestone.

Auditing transaction-related advisory services revenue involved significant effort and was especially challenging due to the judgment involved to assess whether (1) all services have been provided, specified conditions have been met and/or certain milestones have been achieved and (2) it is probable a significant revenue reversal will not occur in a future period.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's controls over transaction-related advisory services revenue.

This included, among others, testing management’s controls over the assessment of the fulfillment of its performance obligations and the evaluation of the revenue constraint for transactions that closed subsequent to the reporting period.

To test the Company’s transaction-related advisory service revenue, our procedures included, among others, testing a sample of revenue transactions, including transactions occurring near the end of the reporting period to evaluate management’s assessment that it had met the conditions for revenue recognition.

We made inquiries of management relating to their assessment of the satisfaction of performance obligations pursuant to the terms of the engagement letter and the probability of a significant revenue reversal in the future.

We obtained and read the engagement letters and identified the services to be provided and the compensation to be received.

We inspected relevant documentation such as transaction close documents, press releases, court approvals, executed agreements and correspondence between third parties and the Company.

Internal Reorganization Accounting and Reporting

Description of the Matter On April 1, 2024, as part of an internal reorganization, PWP AdCo Professionals LP (“AdCo Professionals”) merged with and into PWP Holdings LP (“PWP OpCo”) (the “Merger”).

As a result of the Merger, (i) the partnership units of AdCo Professionals were converted into an equivalent number of partnership units of PWP OpCo, (ii) the net assets of AdCo Professionals became the net assets of PWP OpCo and (iii) PWP OpCo adopted an amended and restated limited partnership agreement that permits the Company to settle quarterly exchanges in cash or shares at the Company’s discretion.

As disclosed in notes 1 and 11 to the consolidated financial statements, at the time of the Merger, the Company entered into vesting acceleration agreements with certain holders of AdCo Professionals partnership units which accelerated the vesting.

The Merger and accelerated vesting resulted in certain of these partnership unit awards being modified from equity-classified to liability-classified awards with changes in fair value generally recorded as incremental equity-based compensation expense through the date of vesting.

For the year ended December 31, 2024, the Company recorded $130.3 million of equity-based compensation expense related to the acceleration of these partnership unit awards.

Of that amount, $69.5 million was related to liability-classified awards.

In addition, as disclosed in Note 10 to the consolidated financial statements as a result of the Merger, the Non-controlling interests on the Company’s Consolidated Statements of Financial Condition were reclassified to Redeemable non-controlling interests within temporary equity.

Further, subsequent to the Merger, the Company began allocating the remaining expense associated with these partnership unit awards between Perella Weinberg Partners and Non-controlling interests in proportion to their ownership interests of PWP OpCo, which is consistent with the allocation of the other profit and loss activity.

Auditing the internal reorganization was especially challenging because of the complexity of the transaction and the related accounting guidance and reporting considerations.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's controls related to the internal reorganization.

This included, among others, testing management’s controls over the evaluation and application of accounting and reporting guidance in recording and reporting the financial statement impacts of the internal reorganization.

To test the Company’s evaluation of and accounting and reporting for the internal reorganization, our procedures included, among others, obtaining and reading the amended and restated PWP OpCo limited partnership agreement, vesting acceleration agreements and other relevant documents, assessing settlement and acceleration provisions, considering management’s conclusions regarding the accounting and reporting, and evaluating the Company’s financial statement presentation and disclosures, including equity-based compensation expense and non-controlling interest classification and measurement.

/s/ Ernst & Young LLP

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$ 876,751 $ 761,108

Liabilities and Equity

Liabilities, Redeemable Non-Controlling Interests, and Equity

Accrued compensation and benefits

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Commitments and Contingencies (Note 16)

Redeemable non-controlling interests, 27,460,600 units at redemption value of $ 23.71 per unit as of December 31, 2024

Class A common stock, par value $ 0.0001 per share ( 1,500,000,000 shares authorized, 72,544,696 issued and 59,181,721 outstanding at December 31, 2024;

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600,000,000 shares authorized, 41,589,339 issued and outstanding at December 31, 2023)

Preferred stock, par value $ 0.0001 per share ( 100,000,000 shares authorized, no shares issued and outstanding at December 31, 2023 and 2022)

Preferred stock, par value $ 0.0001 per share ( 100,000,000 shares authorized, no shares issued and outstanding at December 31, 2024 and December 31, 2023)

Additional paid-in-capital — 312,523

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Non-controlling interests

115,590 122,678

Total equity ( 421,375 ) 268,246

Total liabilities and equity

Total liabilities, redeemable non-controlling interests, and equity

$ 876,751 $ 761,108

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Related party income

932 2,805 7,516

Other income (expense)

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Change in fair value of warrant liabilities — — 15,806

Loss on extinguishment of debt — — ( 39,408 )

Interest expense

( 276 ) ( 276 ) ( 7,606 )

Total non-operating income (expenses)

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Diluted 53,187,995 86,779,052 89,755,632

__________________

(1) For the year ended December 31, 2021, net income (loss) per share of Class A common stock and weighted-average shares of Class A common stock outstanding is representative of the period from June 24, 2021 through December 31, 2021, the period following the Business Combination, as defined in Note 1—Organization and Nature of Business.

For more information, refer to Note 14—Net Income (Loss) Per Share Attributable to Class A Common Shareholders.

The accompanying notes are an integral part of these consolidated financial statements.

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Perella Weinberg Partners

Consolidated Statements of Changes in Equity

Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interests

(Dollars in Thousands, Except Per Share Amounts)

Shares Accumulated

Comprehensive

Income (Loss)

Capital Class A

Stock Class B

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Capital Retained

Deficit) Non-

Deficit) Accumulated

Comprehensive

Income (Loss) Non-

Interests Total

Equity Redeemable Non-Controlling Interests

Balance at December 31, 2021 43,649,319 50,154,199 ( 1,000,000 ) $ 4 $ 5 $ ( 12,000 ) $ 158,131 $ ( 18,075 ) $ ( 1,746 ) $ 145,033 $ 271,352 $ —

Net income (loss) prior to Business Combination 59,857 — — — — — — — — — — 59,857

Equity-based compensation prior to Business Combination 11,761 — — — — — — — — — — 11,761

Foreign currency translation gain (loss) prior to Business Combination — — — — — — — — — 526 — 526

Distributions to partners prior to Business Combination ( 47,389 ) — — — — — — — — — — ( 47,389 )

Other, prior to Business Combination 374 — — — — — — — — — — 374

Effect of Business Combination ( 101,112 ) 42,956,667 50,154,199 — 4 5 — 133,832 — 974 154,619 188,322

Net income (loss) after Business Combination — — — — — — — — ( 9,421 ) — ( 46,413 ) ( 55,834 )

Equity-based awards after Business Combination — — — — — — — 45,594 — — 39,678 85,272

Distributions to partners after Business Combination — — — — — — — — — — ( 18,542 ) ( 18,542 )

Liability awards reclassification to equity — — — — — — — 3,912 — — — 3,912

Net income (loss) — — — — — — — 17,878 — ( 49,625 ) ( 31,747 ) —

Equity-based awards — — — — — — 81,804 — — 74,616 156,420 —

Distributions to partners — — — — — — — — — ( 44,455 ) ( 44,455 ) —

Issuance of Class A common stock for vested PWP Incentive Plan Awards 1,426,073 — 51,730 — — 620 ( 620 ) — — — — —

Withholding tax payments on vested PWP Incentive Plan Awards — — — — — — ( 9,703 ) — — — ( 9,703 ) —

— — — — — — — ( 10,462 ) — — — ( 10,462 )

Dividends declared ($ 0.28 per share of Class A common stock)

— — — — — — 522 ( 17,874 ) — — ( 17,352 ) —

Foreign currency translation gain (loss) after Business Combination — — — — — — — — — ( 920 ) ( 1,087 ) ( 2,007 )

Other, after Business Combination — — — — — — — 870 — — 933 1,803

Treasury stock purchase — — — ( 1,000,000 ) — — ( 12,000 ) — — — — ( 12,000 )

Foreign currency translation gain (loss) — — — — — — — — ( 4,792 ) ( 4,890 ) ( 9,682 ) —

Other — — — — — — 702 — — 1,233 1,935 —

Issuance of Class A common stock and exchange of PWP OpCo Units with corresponding Class B common stock for cash using 2022 Offering proceeds (Note 10—Stockholders’ Equity and Redeemable Non-Controlling Interests)

3,502,033 ( 3,498,534 ) — 1 — — ( 538 ) — — — ( 537 ) —

Exchange of PWP OpCo Units and corresponding Class B common stock for Class A common stock (Note 10—Stockholders’ Equity and Redeemable Non-Controlling Interests)

2,093,874 ( 2,091,788 ) — — ( 1 ) — 598 — — — 597 —

Warrant exchange for Class A common stock 1,565,948 — — — — — 11,999 — — — 11,999 —

Treasury stock purchases — — ( 9,544,016 ) — — ( 68,687 ) — — — — ( 68,687 ) —

Change in ownership interests — — — — — — ( 766 ) — — 766 — —

Balance at December 31, 2022

The accompanying notes are an integral part of these consolidated financial statements.

Perella Weinberg Partners

Consolidated Statements of Changes in Equity – Continued

(Dollars in Thousands)

Shares Accumulated

Comprehensive

Income (Loss)

Stock Class B

Stock Treasury

Stock Class A

Stock Class B

Stock Treasury

Stock Additional

Capital Retained

Deficit) Non-

Interests Total

Balance at December 31, 2021 43,649,319 50,154,199 ( 1,000,000 ) $ 4 $ 5 $ ( 12,000 ) $ 158,131 $ ( 18,075 ) $ ( 1,746 ) $ 145,033 $ 271,352

52,237,247 44,563,877 ( 10,492,286 ) $ 5 $ 4 $ ( 80,067 ) $ 242,129 $ ( 18,071 ) $ ( 6,538 ) $ 122,678 $ 260,140 $ —

Net income (loss) — — — — — — — ( 17,224 ) — ( 94,616 ) ( 111,840 ) —

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Withholding tax payments on vested PWP Incentive Plan Awards — — — — — — ( 16,743 ) — — — ( 16,743 ) —

— — — — — — ( 9,703 ) — — — ( 9,703 )

Dividends declared ($ 0.28 per share of Class A common stock)

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Other — — — — — — 1,242 — — 740 1,982 —

Issuance of Class A common stock and exchange of PWP OpCo Units with corresponding Class B common stock for cash using Offering proceeds (Note 11—Stockholders’ Equity)

3,502,033 ( 3,498,534 ) — 1 — — ( 538 ) — — — ( 537 )

Exchange of PWP OpCo Units and corresponding Class B common stock for Class A common stock (Note 11—Stockholders’ Equity)

Exchange of PWP OpCo Units and corresponding Class B common stock for Class A common stock (Note 10—Stockholders’ Equity and Redeemable Non-Controlling Interests)

2,977,506 ( 2,974,538 ) — — — — 1,484 — — — 1,484 —

Warrant exchange for Class A common stock 1,565,948 — — — — — 11,999 — — — 11,999

Treasury stock purchases — — ( 9,544,016 ) — — ( 68,687 ) — — — — ( 68,687 )

Treasury stock purchase — — ( 2,376,683 ) — — ( 22,489 ) — — — — ( 22,489 ) —

Change in ownership interests — — — — — — ( 20,668 ) — — 20,668 — —

Balance at December 31, 2023

57,361,073 41,589,339 ( 12,718,224 ) $ 6 $ 4 $ ( 100,747 ) $ 312,523 $ ( 54,650 ) $ ( 4,480 ) $ 115,590 $ 268,246 $ —

Net income (loss) — — — — — — — ( 64,728 ) — ( 34,156 ) ( 98,884 ) 9,540

Effect of the Merger and related transactions — ( 6,149,211 ) — — ( 1 ) — 64 — — ( 109,737 ) ( 109,674 ) 97,496

Reclassification of liability-classified equity-based awards — — — — — — — — — — — 6,704

Equity-based awards — — — — — — 115,558 — — 13,942 129,500 60,794

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Issuance of Class A common stock for vested PWP Incentive Plan Awards 4,654,302 — 355,249 — — 4,263 ( 3,947 ) ( 316 ) — — — —

Withholding tax payments on vested PWP Incentive Plan Awards

Withholding tax payments on vested PWP Incentive Plan Awards and equity-classified ACUs

— — — — — — ( 70,367 ) — — — ( 70,367 ) ( 12,534 )

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Other — — — — — — 2,498 — — ( 11 ) 2,487 328

Exchange of PWP OpCo Units and corresponding Class B common stock for Class A common stock (Note 11—Stockholders’ Equity)

Issuance of Class A common stock in public offering (Note 10—Stockholders’ Equity and Redeemable Non-Controlling Interests)

5,750,000 — — 1 — — 65,986 — — — 65,987 —

Exchange of PWP OpCo Units and corresponding Class B common stock for cash (Note 10—Stockholders’ Equity and Redeemable Non-Controlling Interests)

— ( 3,204,979 ) — — — — ( 66 ) — — ( 7,373 ) ( 7,439 ) ( 57,105 )

Exchange of PWP OpCo Units and corresponding Class B common stock for Class A common stock (Note 10—Stockholders’ Equity and Redeemable Non-Controlling Interests)

4,779,321 ( 4,774,549 ) — — — — 6,626 — — — 6,626 —

Treasury stock purchase — — ( 1,000,000 ) — — ( 15,000 ) — — — — ( 15,000 ) —

Change in ownership interests — — — — — — ( 2,816 ) — — 25,168 22,352 ( 22,352 )

Changes in redemption value of redeemable non-controlling interests — — — — — — ( 426,573 ) ( 161,599 ) — — ( 588,172 ) 588,172

Balance at December 31, 2024

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Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Loss on debt extinguishment — — 39,408

Equity-based awards vesting expense

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Cash flows from financing activities

Proceeds from Business Combination, including PIPE Investment — — 355,021

Payment of Business Combination costs — — ( 23,895 )

Principal payment on Revolving Credit Facility

Proceeds from issuance of Class A common stock in public offering, net of underwriting discount and offering costs

65,986 — 35,208

Redemption of Convertible Notes — — ( 160,930 )

Redemption of partners’ interests — — ( 104,540 )

Proceeds from the Offering, net of underwriting discount — 36,526 —

Exchange of PWP OpCo Units and corresponding Class B common stock for cash using Offering proceeds — ( 36,526 ) —

Payment of offering costs — ( 1,318 ) —

Exchange of PWP OpCo Units and corresponding Class B common stock for cash ( 63,376 ) — ( 36,526 )

Distributions to partners

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Dividends paid on Class A and Class B common stock ( 20,280 ) ( 13,145 ) ( 12,840 )

Withholding tax payments for vested PWP Incentive Plan Awards

( 16,743 ) ( 9,703 ) ( 10,462 )

Withholding tax payments for vested PWP Incentive Plan Awards and equity-classified ACUs ( 82,901 ) ( 16,743 ) ( 9,703 )

Treasury stock purchases ( 15,000 ) ( 22,489 ) ( 68,452 )

Payments pursuant to tax receivable agreement ( 1,126 ) ( 472 ) —

Debt issuance costs — — ( 361 )

Proceeds from Partner Promissory Note — — 1,757

Other ( 2,283 ) — —

Net cash provided by (used in) financing activities

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$ 6,707 $ 2,278 $ 131,232

Accrued distributions to partners

$ 4,233 $ — $ —

Accrued capital expenditures $ 865 $ 11,319 $ 16,395

Accrued dividends and dividend equivalent units on unvested PWP Incentive Plan Awards $ 7,278 $ 5,711 $ 2,664

Accrued dividend equivalents and dividend equivalent units on unvested PWP Incentive Plan Awards

$ 6,796 $ 7,278 $ 5,711

Non-cash paydown of Partner promissory notes $ 3,944 $ 1,547 $ 2,567

Deferred tax effect resulting from exchanges of PWP OpCo Units, net of amounts payable under tax receivable agreement $ 1,485 $ 1,362 $ —

Deferred tax effect resulting from changes in ownership and exchanges of PWP OpCo Units, net of amounts payable under tax receivable agreement

$ 8,525 $ 1,485 $ 1,362

Accrued treasury stock purchases $ — $ — $ 235

Liability awards reclassification to equity $ — $ — $ 3,912

Net assets of deconsolidated affiliate $ — $ — $ 394

Reclassification of liability-classified equity-based awards $ 6,704 $ — $ —

Supplemental disclosures of cash flow information

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$ 10,283 $ 4,568 $ 25,995

Cash paid for interest

$ 127 $ 127 $ 5,515

The accompanying notes are an integral part of these consolidated financial statements.

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Perella Weinberg Partners and its consolidated subsidiaries, including PWP Holdings LP (“PWP OpCo”) (collectively, “PWP” and the “Company”), is a global independent advisory firm that provides strategic and financial advice to a wide range of clients.

The Company’s activities as an investment banking advisory firm constitute a single business segment that provides a range of advisory services, including advice related to strategic and financial decisions, mergers and acquisitions (“M&A”) execution, shareholder and defense advisory, financing and capital solutions advice with resources focused on restructuring and liability management, capital markets advisory, private capital placement, as well as specialized underwriting and research services primarily for the energy and related industries.

The Company’s activities constitute a single business segment that provides a range of advisory services, including advice related to strategic and financial decisions, mergers and acquisitions (“M&A”) execution, shareholder engagement advisory, financing and capital solutions advice with a focus on restructuring and liability management, capital markets advisory, and private capital placement, as well as specialized underwriting and research services primarily for the energy and related industries.

On June 24, 2021, the Company consummated a business combination pursuant to a Business Combination Agreement that resulted in PWP OpCo becoming jointly-owned by Perella Weinberg Partners, PWP Professional Partners LP (together with its successors (including pursuant to the Division and Merger (each as defined below)) and assigns, as applicable, “Professional Partners”) and certain existing partners of PWP OpCo as part of an umbrella limited partnership C-corporation (Up-C) structure (the “Business Combination”).

On December 31, 2023, as part of an internal reorganization, Professional Partners was divided into three partnerships pursuant to a plan of division (the “Division”), which, among other things, provided that (i) all of its limited partnership interests in PWP OpCo were allocated to one of the divided partnerships, PWP AdCo Professionals LP (“AdCo Professionals”), (ii) all of its shares of Class B-1 common stock of the Company were allocated to another divided partnership, PWP VoteCo Professionals LP (“VoteCo Professionals”) and (iii) PWP Professional Partners LP changed its name to PWP AmCo Professionals LP.

On April 1, 2024, as part of this internal reorganization, AdCo Professionals merged with and into PWP OpCo (the “Merger”).

At the time of the Merger, (i) the original capital units (“OCUs”), value capital units (“VCUs”), and alignment capital units (“ACUs”) of AdCo Professionals were converted into an equivalent number of newly created OCUs, VCUs and ACUs of PWP OpCo, (ii) the net assets of AdCo Professionals became the net assets of PWP OpCo and (iii) PWP OpCo adopted an amended and restated limited partnership agreement (the “PWP OpCo LPA”) that permits the Company to settle quarterly exchanges in cash or shares at the Company’s discretion.

The principal purpose of the internal reorganization was to simplify the structure for the partners in Professional Partners with respect to their indirect interests in PWP OpCo.

There was no consideration exchanged in connection with the Division or the Merger, and neither the Division nor the Merger affected the respective rights or economic interests of the Company, PWP GP LLC (“PWP GP”), or any limited partner with respect to PWP OpCo.

Refer to Note 10—Stockholders’ Equity and Redeemable Non-Controlling Interests and Note 11—Equity-Based Compensation for additional information on the Merger and related transactions.

The operations of PWP OpCo are conducted through a wholly-owned subsidiary, Perella Weinberg Partners Group LP, and its subsidiaries which are consolidated in these financial statements.

PWP GP LLC (“PWP GP”) is the general partner that controls PWP OpCo.

The limited partner interests of PWP OpCo are held by the Company, Investor Limited Partners (the “ILPs”), and PWP Professional Partners LP (together with its successors and assigns, as applicable, “Professional Partners”).

PWP GP is the general partner that controls PWP OpCo.

The limited partner interests of PWP OpCo are held by the Company and certain current and former working partners.

The Company shareholders are entitled to receive a portion of PWP OpCo’s economics through their direct ownership interests in shares of Class A common stock of PWP.

The non-controlling interest owners of PWP OpCo receive economics through ownership of PWP OpCo Class A partnership units (“PWP OpCo Units”).

See Note 11—Stockholders’ Equity for additional information.

Perella Weinberg Partners (formerly known as FinTech Acquisition Corp.

IV (“FTIV”)) was incorporated in Delaware on November 20, 2018 as a special purpose acquisition company for the purpose of acquiring businesses or assets through a business combination.

On June 24, 2021, the Company consummated a business combination pursuant to a Business Combination Agreement, among various parties, resulting in FTIV acquiring partnership interests in PWP OpCo, and PWP OpCo becoming jointly-owned by Perella Weinberg Partners, Professional Partners and existing partners as part of an umbrella limited partnership C-corporation (Up-C) structure (the “Business Combination”).

See Note 3—Business Combination for additional discussion related to the transaction.

The principal purpose of the internal reorganization was to simplify the structure for the partners in Professional Partners with respect to their indirect interests in PWP OpCo.

There was no consideration exchanged in connection with the Division, which is not expected to affect the respective rights or economic interests of the Company, PWP GP, or any limited partner with respect to PWP OpCo.

Note 2—Summary of Significant Accounting Policies

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GAAP”) and all intercompany balances and transactions have been eliminated.

The Business Combination was treated as a reverse recapitalization transaction between entities under common control, whereby PWP OpCo was considered the accounting acquirer and predecessor entity and therefore recognized the carrying value of the net assets of FTIV as an equity contribution with no incremental goodwill or intangible assets.

The historical operations of PWP OpCo are deemed to be those of the Company.

Thus, the consolidated financial statements included in this Annual Report on Form 10-K reflect (i) the historical operating results of PWP OpCo prior to the Business Combination and (ii) the combined results of the Company following the Business Combination.

See Note 3—Business Combination for additional discussion related to the transaction.

Use of Estimates

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(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

In preparing the consolidated financial statements, management makes certain estimates regarding the measurement of amounts due pursuant to the tax receivable agreement, measurement and timing of revenue recognition, assumptions used in the provision for income taxes, measurement of equity-based compensation, evaluation of goodwill and intangible assets, fair value measurement of financial instruments, and other matters that affect the reported amounts and disclosures of contingencies in the consolidated financial statements.

In preparing the consolidated financial statements, management makes certain estimates regarding the measurement of amounts due pursuant to the tax receivable agreement, measurement and timing of revenue recognition, assumptions used in the provision for income taxes, measurement of equity-based compensation, expected insurance reimbursements related to litigation costs, evaluation of goodwill and intangible assets, fair value measurement of financial instruments, and other matters that affect the reported amounts and disclosures of contingencies in the consolidated financial statements and notes thereto.

Cash, Cash Equivalents and Restricted Cash

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Restricted cash represents cash that is not readily available for general purpose cash needs.

As of December 31, 2023 and 2022, the Company had no cash equivalents and had restricted cash of $ 2.9 million and $ 2.6 million, respectively, maintained as collateral for letters of credit related to certain office leases.

As of December 31, 2024 and 2023, the Company had restricted cash of $ 1.2 million and $ 2.9 million, respectively, maintained as collateral for letters of credit related to certain office leases.

As of December 31, 2024, the company held cash equivalents of $ 20.2 million, which included investments in U.S.

Treasury securities with an original maturity from the date of purchase of three months or less.

The Company held no cash equivalents as of December 31, 2023.

The sum of Cash and cash equivalents and Restricted cash on the Consolidated Statements of Financial Condition corresponds to the total cash, cash equivalents, and restricted cash presented on the Consolidated Statements of Cash Flows.

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The Company invests in short-term marketable debt securities to manage excess liquidity.

As of December 31, 2023, these investments consisted solely of U.S.

Treasury securities held by a consolidated broker-dealer subsidiary and were carried at fair value with changes in fair value included in Other income (expense) on the Consolidated Statements of Operations, as is required for broker-dealers.

In general, these investments are recorded on the Consolidated Statements of Financial Condition within Cash and cash equivalents for investments with an original maturity from the date of purchase of three months or less, and within Investments in short-term marketable debt securities for those with original maturities longer than three months but less than one year.

As of December 31, 2024 and 2023, Investments in short-term marketable debt securities on the Consolidated Statements of Financial Condition consist solely of U.S.

Treasury securities held by a consolidated broker-dealer subsidiary.

The investments are carried at fair value as is required for broker-dealers.

Accounts Receivable, Net of Allowance

6 unchanged sentences

After concluding that a reserved accounts receivable is no longer collectible, the Company reduces both the gross receivable and the allowance for credit losses.

Consolidation

The Company’s policy is to consolidate entities in which the Company has a controlling financial interest and variable interest entities where the Company is deemed to be the primary beneficiary.

The Company is deemed to be the primary beneficiary of a variable interest entity (“VIE”) when it has both (i) the power to make the decisions that most significantly affect the economic performance of the VIE and (ii) the obligation to absorb significant losses or the right to receive benefits that could potentially be significant to the VIE.

PWP is the primary beneficiary of and consolidates PWP OpCo, a VIE.

As of December 31, 2023 and December 31, 2022, the net assets of PWP OpCo were $ 249.6 million and $ 237.9 million, respectively.

As of December 31, 2023 and December 31, 2022, the Company did not consolidate any VIEs other than PWP OpCo.

Fair Value of Financial Instruments

The Company’s financial instruments are generally recorded at fair value or at amounts that approximate fair value.

The carrying values of cash, restricted cash, accounts receivable, amounts due from related parties, accounts payable and certain accrued liabilities approximate their fair values due to the short-term nature of these items.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

Fixed assets include furniture and fixtures, equipment, software development costs and leasehold improvements, which are all stated at cost less accumulated depreciation and amortization.

3 unchanged sentences

The Company evaluates fixed assets for impairment whenever events or changes in circumstances indicate that an asset’s carrying value may not be fully recovered.

Prepaid Expenses and Other Assets

Generally, prepaid expenses comprise the majority of Prepaid expenses and other assets on the Consolidated Statements of Financial Condition and represent upfront payments for various services, including subscriptions, cloud computing arrangements, software licenses and insurance, which are amortized over the life, related service period or policy.

Income tax receivables are another substantial component of Prepaid expenses and other assets.

Repurchases of Common Stock

Shares of the Company’s Class A common stock may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise.

The Company may structure such repurchases as either a purchase of treasury stock or a retirement of shares.

The Company records its purchases of treasury stock at cost as a separate component of equity.

The Company may re-issue treasury stock using the first-in-first-out method.

Tax Receivable Agreement

In connection with the Business Combination, the Company entered into a tax receivable agreement with PWP OpCo, Professional Partners and ILPs that provides for payment of 85 % of the amount of cash savings, if any, in U.S.

federal, state and local and foreign income taxes that the Company is deemed to realize as a result of (a) each exchange of interests in PWP OpCo for cash or stock of the Company and certain other transactions and (b) payments made under the tax receivable agreement.

Management’s best estimate of the amounts expected to be owed in connection with the tax receivable agreement at each reporting date are reported within Amount due pursuant to tax receivable agreement on the Consolidated Statements of Financial Condition.

Goodwill and Intangible Assets

6 unchanged sentences

The Company tests intangible assets for impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

Prepaid Expenses and Other Assets

Income tax receivables and expected insurance reimbursements related to litigation costs are other key components of Prepaid expenses and other assets.

The Company leases office space and certain office equipment, which are classified as operating leases.

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The Company subleased certain portions its office space through October 2023 and such income was recognized on a straight-line basis over the term of the lease.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

The implicit discount rates used to determine the present value of the Company’s leases are not readily determinable;

3 unchanged sentences

Certain lease agreements are secured by security deposits, which are reflected in Prepaid expenses and other assets on the Consolidated Statements of Financial Condition .

Prior to the Business Combination, the Company operated as a partnership, and therefore, was generally not subject to U.S.

federal and state corporate income taxes.

Subsequent to the Business Combination, PWP is a corporation and is subject to U.S.

federal and state corporate income taxes on its proportionate share of taxable income generated by the operating partnership, PWP OpCo, as well as any standalone income (or loss) generated at the PWP entity level.

PWP OpCo is treated as a partnership, and as a result, taxable income (or loss) generated by PWP OpCo flows through to its limited partners, including PWP, and is generally not subject to U.S.

federal or state income tax at the partnership level.

Certain non-U.S.

subsidiaries are subject to income taxes in their respective local jurisdictions.

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of differences between the financial reporting bases of assets and liabilities and their respective tax bases, using tax rates in effect for the year in which the differences are expected to reverse.

The effect of a change in tax rates on deferred tax assets and liabilities is recognized in Income tax expense (benefit) in the period when the change is enacted.

Deferred tax assets are reduced by a valuation allowance when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.

The realization of deferred tax assets is dependent on the amount, timing and character of the Company’s future taxable income.

When evaluating the realizability of deferred tax assets, all evidence – both positive and negative – is considered.

This evidence includes, but is not limited to, expectations regarding future earnings, future reversals of existing taxable temporary differences and tax planning strategies.

The Company analyzes its tax positions for all U.S.

federal, state and local and foreign tax jurisdictions where it is required to file income tax returns.

The Company records unrecognized tax benefits based on whether it is more-likely-than-not that the uncertain tax position will be sustained based on the technical merits of the position.

If it is determined that an uncertain tax position is more-likely-than-not to be sustained, the Company records the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authorities.

The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in Income tax expense (benefit) on the Consolidated Statements of Operations.

Foreign Currencies

In the normal course of business, the Company and its subsidiaries may enter into transactions denominated in a non-functional currency.

The Company recognized net foreign exchange gains (losses) arising from such transactions of $( 3.3 ) million, $ 6.8 million and $( 0.2 ) million during the years ended December 31, 2023, 2022, and 2021, respectively, which are included in Other income (expense) on the Consolidated Statements of Operations.

In addition, the Company consolidates its foreign subsidiaries that have non-U.S.

dollar functional currencies.

dollar denominated assets and liabilities are translated to U.S.

dollars at the exchange rate prevailing at the reporting date and profit and loss activity is generally translated using the average exchange rate throughout the period.

Cumulative translation adjustments arising from the translation of non-U.S.

dollar denominated operations are included as a component of Accumulated other comprehensive loss on the Consolidated Statements of Changes in Equity.

Revenue Recognition

The services provided under contracts with clients include transaction-related advisory services, fairness opinion services, research and trading services, and underwriting services, each of which are typically identified as a separate performance obligation in contracts that contain more than one type of service.

As discussed in detail below, each performance obligation meets the criteria for either over time or point in time revenue recognition.

Tax Receivable Agreement

In connection with the Business Combination, the Company entered into a tax receivable agreement with PWP OpCo, Professional Partners and Investor Limited Partners that provides for payment of 85 % of the amount of cash savings, if any, in U.S.

Consolidation

The Company’s policy is to consolidate entities in which the Company has a controlling financial interest and variable interest entities where the Company is deemed to be the primary beneficiary.

PWP is the primary beneficiary of and consolidates PWP OpCo, a VIE.

As of December 31, 2024 and December 31, 2023, the net assets of PWP OpCo were $ 197.6 million and $ 249.6 million, respectively.

As of December 31, 2024 and December 31, 2023, the Company did not consolidate any VIEs other than PWP OpCo.

Fair Value of Financial Instruments

The Company’s financial instruments are generally recorded at fair value or at amounts that approximate fair value.

Perella Weinberg Partners

1 unchanged sentence

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

Contingencies and Litigation

The Company records loss contingencies if (i) information available prior to issuance of the consolidated financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the consolidated financial statements;

and (ii) the amount of loss can be reasonably estimated.

If one or both criteria for accrual are not met, but there is at least a reasonable possibility that a loss will occur, no accrual for a loss contingency is recorded.

However, the Company describes the contingency and provides detail, when possible, of the estimated potential loss or range of loss.

If an estimate cannot be made, a statement to that effect is made.

Costs incurred with defending matters are expensed as incurred.

Accruals related to loss contingencies are recorded in Other income (expenses) on the Consolidated Statements of Operations.

Redeemable Non-Controlling Interests

For entities that are consolidated but not 100% owned, a portion of the income (loss) and equity is allocated to holders of the non-controlling interest.

Profits and losses of PWP OpCo are allocated to the non-controlling interests in proportion to their ownership interest regardless of their basis, with an exception for certain equity-based compensation expense which was fully attributed to non-controlling interests prior to the Merger.

Refer to Note 11—Equity-Based Compensation for further information.

As a result of the Merger, Non-controlling interests presented within equity on the Consolidated Statements of Financial Condition were reclassified to Redeemable non-controlling interests within temporary equity.

Redeemable non-controlling interests are recorded at the higher of:

(i) their redemption value as of the reporting date, which corresponds to the price of the Company’s Class A common stock, or (ii) their measurement pursuant to Accounting Standards Codification (“ASC” or the “Codification”) Topic 810, Consolidation .

Changes in the current redemption value are recorded to Additional paid-in capital, or Retained earnings (deficit) to the extent there is insufficient Additional paid-in capital, immediately as they occur.

When the Company has an unconditional obligation to purchase the Redeemable non-controlling interests for cash, the mandatorily redeemable interests are reclassified from temporary equity to a liability with changes in fair value recorded to Other income (expense) on the Consolidated Statements of Operations.

As of December 31, 2024, there were no non-controlling interests considered mandatorily redeemable.

Repurchases of Common Stock

Shares of the Company’s Class A common stock may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise.

The Company may structure such repurchases as either a purchase of treasury stock or a retirement of shares.

The Company records its purchases of treasury stock at cost as a separate component of equity.

The Company may re-issue treasury stock using the first-in-first-out method.

Revenue Recognition

The services provided under contracts with clients include transaction-related advisory services, fairness opinion services, research, and underwriting services, each of which are typically identified as a separate performance obligation in contracts that contain more than one type of service.

As discussed in detail below, each performance obligation meets the criteria for either over time or point in time revenue recognition.

Transaction-Related Advisory Services

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rather the performance of these individual services helps to fulfill one overall performance obligation to deliver advisory services to the client.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

The Company recognizes revenue from providing advisory services when or as its performance obligations are fulfilled.

2 unchanged sentences

The fee structures often involve an “all or nothing” consideration amount and the associated fees are predominantly considered variable as they are often based on the ultimate transaction value or the outcome ultimately achieved and/or are susceptible to factors outside of the Company’s influence, such as third-party negotiations, regulatory approval, court approval, and shareholder votes.

Accordingly, these fees are often constrained until substantially all services have been provided, specified conditions have been met and/or certain milestones have been achieved, and it is probable that a significant revenue reversal will not occur in a future period.

Such determination of probability may require significant judgment.

In some cases, a portion of the variable fees received may be deferred based on an estimate of the services remaining to be completed, if any (e.g., when announcement fees are earned but additional services are expected to be provided between transaction announcement and transaction close).

Due to this constraint, a significant portion of revenue recognized for advisory services in any given period often relates to services performed in prior periods.

In some cases, a portion of the variable fees received may be deferred and recognized as a contract liability based on an estimate of the services remaining to be completed, if any (e.g., when announcement fees are earned but additional services are expected to be provided between transaction announcement and transaction close).

The determination of when and to what extent to subsequently recognize deferred variable fees may require significant judgment, particularly when milestones are met near the end of a reporting period and in cases where additional services are expected to be provided subsequent to the achievement of the milestone.

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The fee is recognized at the point in time that the fairness opinion is delivered at which time the client receives the benefit of the fairness opinion services.

Research, Trading, and Underwriting Services

Research and Underwriting Services

The Company provides research on the energy and related industries and associated equity and commodity markets.

The Company’s research clients continuously benefit from the research provided throughout arrangements between the Company and such clients, and, accordingly, over time revenue recognition matches the transfer of such benefits.

Research clients compensate the Company via direct payment, trading commissions generated through the Company’s trading desk, or commission sharing agreements.

As of January 2024, the Company closed its trading desk but will continue to be compensated for research services through direct payments and a commission sharing agreement.

Research clients compensate the Company via direct payment or commission sharing agreements.

Revenue associated with underwriting services includes management fees, selling concessions and underwriting fees attributable to public and private offerings of equity and debt securities.

5 unchanged sentences

The Company is reimbursed by the client for certain of these out-of-pocket expenses, which are recognized over time and recorded within Revenues on the Consolidated Statements of Operations.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

The timing of revenue recognition may differ from the timing of payment.

1 unchanged sentence

The Company records deferred revenue (otherwise known as contract liabilities) when it receives fees from clients that have not yet been earned or when the Company has an unconditional right to consideration before all performance obligations are complete (e.g., receipt of certain announcement, retainer or upfront fees before the performance obligation has been fully satisfied).

Interest Income

The Company typically earns interest on cash at banks and short-term investments, which is recorded on an accrual basis within Other income (expense) on the Consolidated Statements of Operations.

Compensation and Benefits

Compensation and benefits expense consists of salaries, bonuses (discretionary awards and guaranteed amounts), severance, deferred compensation, as well as payroll and related taxes and benefits for the Company’s employees.

In all instances, compensation expense is accrued over the requisite service period.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

Equity-Based Compensation

Equity-based compensation relates to equity-based awards granted to employees and partners of the Company.

In all instances of equity-based awards, compensation expense is recognized over the requisite vesting period or requisite service period in an amount equal to the fair value of the awards at the grant date.

Equity-based compensation expense is recognized over the requisite vesting period or requisite service period in an amount equal to the grant date fair value (for equity-classified awards) or the settlement fair value (for liability-classified awards).

Equity-based compensation expense for employees and partners is included in Equity-based compensation on the Consolidated Statements of Operations and equity-based compensation expense for non-employees is included in Professional fees on the Consolidated Statements of Operations.

1 unchanged sentence

For an award with service-only conditions that has a graded vesting schedule, the Company recognizes the compensation cost for the entire award on a straight-line basis over the requisite service period, ensuring that the amount recognized is at least equal to the vested portion of the award at each reporting date.

Non-Controlling Interests

For entities that are consolidated but not 100% owned, a portion of the income or loss and equity is allocated to holders of the non-controlling interest.

The aggregate of the income or loss and corresponding equity that is owned by the holders of the non-controlling interest is included in non-controlling interest in the consolidated financial statements.

Refer to Note 12—Equity-Based Compensation for further information.

Compensation and Benefits

Compensation and benefits expense consists of salaries, bonuses (discretionary awards and guaranteed amounts), severance, as well as payroll and related taxes and benefits for the Company’s employees.

In all instances, compensation expense is accrued over the requisite service period.

Interest Income

The Company typically earns interest on cash at banks and short-term investments, which is recorded on an accrual basis.

The Company earned $ 10.3 million, $ 7.4 million, and $ 2.3 million of interest income, inclusive of net unrealized gains (losses) on U.S.

Treasury securities, during the years ended December 31, 2024, 2023, and 2022, respectively, which is presented within Other income (expense) on the Consolidated Statements of Operations.

Foreign Currencies

In the normal course of business, the Company and its subsidiaries may enter into transactions denominated in a non-functional currency.

The Company recognized net foreign exchange gains (losses) arising from such transactions of $ 1.3 million, $( 3.3 ) million, and $ 6.8 million during the years ended December 31, 2024, 2023, and 2022, respectively, which are included in Other income (expense) on the Consolidated Statements of Operations.

In addition, the Company consolidates its foreign subsidiaries that have non-U.S.

dollar functional currencies.

dollar denominated assets and liabilities are translated to U.S.

dollars at the exchange rate prevailing at the reporting date and profit and loss activity is generally translated using the average exchange rate throughout the period.

Cumulative translation adjustments arising from the translation of non-U.S.

dollar denominated operations are included as a component of Accumulated other comprehensive income (loss) on the Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interests.

Prior to the Business Combination, the Company operated as a partnership, and therefore, was generally not subject to U.S.

federal or state corporate income taxes.

Subsequent to the Business Combination, PWP is a corporation and is subject to U.S.

PWP OpCo is treated as a partnership, and as a result, taxable income (or loss) generated by PWP OpCo flows through to its limited partners, including PWP, and is generally not subject to U.S.

federal or state income tax at the partnership level.

Certain non-U.S.

subsidiaries are subject to income taxes in their respective local jurisdictions.

The effect of a change in tax rates on deferred tax assets and liabilities is recognized in Income tax expense (benefit) in the period when the change is enacted.

Deferred tax assets are reduced by a valuation allowance when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.

The realization of deferred tax assets is dependent on the amount, timing and character of the Company’s future taxable income.

When evaluating the realizability of deferred tax assets, all evidence – both positive and negative – is considered.

This evidence includes, but is not limited to, expectations regarding future earnings, future reversals of existing taxable temporary differences and tax planning strategies.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

The Company analyzes its tax positions for all U.S.

federal, state and local and foreign tax jurisdictions where it is required to file income tax returns.

The Company records unrecognized tax benefits based on whether it is more-likely-than-not that the uncertain tax position will be sustained based on the technical merits of the position.

The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in Income tax expense (benefit) on the Consolidated Statements of Operations.

Net Income (Loss) Per Share

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Diluted net income (loss) per share is computed by dividing the net income attributable to Class A common shareholders by the weighted-average number of shares of Class A common stock outstanding for the period determined using the treasury stock method and if-converted method, as applicable.

Contingencies and Litigation

and (ii) the amount of loss can be reasonably estimated.

If one or both criteria for accrual are not met, but there is at least a reasonable possibility that a loss will occur, no accrual for a loss contingency is recorded.

However, the Company describes the contingency and provides detail, when possible, of the estimated potential loss or range of loss.

If an estimate cannot be made, a statement to that effect is made.

Costs incurred with defending matters are expensed as incurred.

Accruals related to loss contingencies are recorded in Other income (expenses) on the Consolidated Statements of Operations.

Comprehensive Income (Loss)

1 unchanged sentence

The Company’s Other comprehensive income (loss) is composed of foreign currency translation gains and losses.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

Recently Adopted Accounting Pronouncements

There were no recently adopted accounting pronouncements that had a material effect on the Company’s co nsolidated financial statements.

Segment Reporting —Effective for the year ended December 31, 2024, the Company retrospectively adopted Accounting Standards Update 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which amends the guidance in ASC Topic 280, Segment Reporting (“ASC 280”).

ASU 2023-07 requires enhanced disclosures about reportable segments on an annual and interim basis and clarifies that an entity with a single reportable segment is subject to all existing and amended disclosure requirements in ASC 280.

Refer to Note 17—Segment and Geographic Information for the Company’s segment disclosures.

Future Adoption of Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which amends the guidance in Accounting Standards Codification (“ASC” or the “Codification”) Topic 280, Segment Reporting, to require enhanced disclosures about reportable segments on an annual and interim basis.

The amendments will require disclosure of significant segment expenses, identification of the chief operating decision maker (“CODM”), and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

ASU 2023-07 clarifies that an entity that has a single reportable segment is subject to all the disclosures required by the amendments and all existing segment disclosures in Topic 280.

The amendments in ASU 2023-07 are effective for the Company beginning with the annual period ended December 31, 2024 and interim periods within the year ended December 31, 2025.

The amendments are required to be applied retrospectively to all period presented and early adoption is permitted.

The Company is currently assessing the impact of ASU 2023-07 and identifying the additional disclosures that will be required with regard to the Company’s single reportable segment.

In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which amends the guidance in ASC Topic 740, Income Taxes (“ASC 740”), to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

Income Taxes —In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which amends the guidance in ASC Topic 740, Income Taxes (“ASC 740”), to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

The amendments in ASU 2023-09 are effective for the Company beginning with the annual period ended December 31, 2025.

The amendments are to be applied prospectively with both retrospective application and early adoption permitted.

The Company is currently assessing the impact of ASU 2023-09 on its income tax disclosures.

Note 3—Business Combination

On June 24, 2021 (the date of the “Closing”), the Company consummated the Business Combination resulting in FTIV acquiring partnership interests in PWP OpCo, and PWP OpCo becoming jointly-owned by Perella Weinberg Partners, Professional Partners and existing partners as part of an Up-C structure.

FTIV was renamed “Perella Weinberg Partners.” The Business Combination was treated as a reverse recapitalization transaction between entities under common control, whereby the carrying value of the net assets of FTIV were treated as an equity contribution with no incremental goodwill or intangible assets.

In connection with the consummation of the Business Combination, the following occurred:

• FTIV acquired newly-issued common units of PWP OpCo in exchange for $ 355.0 million in cash and 42,956,667 shares of Class A common stock.

The cash contributed equated to $ 125.0 million in proceeds from certain private investors (the “PIPE Investment”) plus the outstanding cash balances and marketable securities held in a trust account of FTIV as of Closing;

• FTIV issued new shares of Class B-1 common stock, which have 10 votes per share and Class B-2 common stock, which have one vote per share, to PWP OpCo, with the Class B-1 common stock being distributed to and owned by Professional Partners and the Class B-2 common stock being distributed to and owned by ILPs, with the number of shares of such common stock issued to PWP OpCo equal the number of PWP OpCo Units that were held by Professional Partners and ILPs, respectively, following the Closing;

• PWP OpCo repaid all of its indebtedness including $ 150.0 million of Convertible Notes and $ 27.7 million of the Revolving Credit Facility, both as defined in Note 10—Debt, as well as accrued interest and applicable premium, resulting in a loss on debt extinguishment of $ 39.4 million;

• PWP OpCo redeemed PWP OpCo Units held by certain electing ILPs in the amount of $ 80.5 million and PWP OpCo Units held by certain electing former working partners in the amount of $ 28.6 million.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

In conjunction with the Business Combination, the Company incurred approximately $ 2.9 million in transaction expenses, which were recorded in Professional fees on the Consolidated Statements of Operations, as well as $ 27.6 million of offering costs which were offset against the proceeds of the Business Combination.

The Business Combination resulted in an increase to the Company’s deferred tax assets, with a corresponding increase to the Amount due pursuant to tax receivable agreement, primarily related to a step-up in the tax basis of certain assets that will be recovered as those assets are amortized.

The Company recognized warrant liabilities with a fair value of $ 22.9 million on the date of the Closing, and such warrants were subsequently exchanged for shares of the Company’s Class A common stock during the year ended December 31, 2022.

Refer to Note 11—Stockholders’ Equity and Note 16—Related Party Transactions for additional information on the Business Combination and certain other related agreements.

The Company does not expect the adoption of ASU 2023-09 to have a material impact on the consolidated financial statements.

Expense Disaggregation —In November 2024, the FASB issued Accounting Standards Update 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”), which amends the guidance in ASC Topic 220, Income Statement—Reporting Comprehensive Income (“ASC 220”), to improve the transparency of expense disclosures by requiring more detailed information about the types of expenses in commonly presented expense captions.

The amendments in ASU 2024-03 are effective for the Company beginning with the annual period ended December 31, 2027.

The amendments are to be applied prospectively with both retrospective application and early adoption permitted.

The Company does not expect the adoption of ASU 2024-03 to have a material impact on the consolidated financial statements.

Note 3—Revenue and Receivables from Contracts with Customers

5 unchanged sentences

Total revenues $ 878,039 $ 648,652 $ 631,507

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

Reimbursable expenses billed to clients were $ 7.4 million, $ 6.2 million, and $ 3.2 million for the years ended December 31, 2024, 2023, and 2022, respectively.

2 unchanged sentences

Such amounts primarily relate to the Company’s performance obligations of providing transaction-related advisory services.

The Company recognized revenue of $ 273.2 million, $ 333.2 million, and $ 313.2 million, respectively, during the years ended December 31, 2023, 2022, and 2021, related to performance obligations that were satisfied or partially satisfied in prior periods.

These amounts were recognized upon the resolution of revenue constraints and uncertainties in the respective periods and were generally related to transaction-related advisory services.

A significant portion of total revenues in any given period often relates to performance obligations that were satisfied or partially satisfied in prior periods.

These amounts are recognized upon the resolution of revenue constraints and uncertainties in the relevant period and are generally related to transaction-related advisory services.

As of December 31, 2024 and 2023, the Company recorded $ 0.6 million and $ 0.9 million, respectively, for contract liabilities which are presented within Accounts payable, accrued expenses and other liabilities on the Consolidated Statements of Financial Condition.

2 unchanged sentences

As of December 31, 2024 and 2023, $ 13.3 million and $ 7.1 million, respectively, of accrued revenue was included in Accounts receivable, net of allowance on the Consolidated Statements of Financial Condition.

These amounts have been recognized as revenue in accordance with the Company’s revenue recognition policies but remain unbilled at the end of the period.

These amounts have been recognized as revenue in accordance with the Company’s revenue recognition policies but remained unbilled at the end of the period.

As of December 31, 2024, certain accounts receivable in the aggregate amount of $ 23.9 million were individually greater than 10% of the Company’s gross accounts receivable and were concentrated with two clients.

Of that amount, $ 9.4 million was subsequently received after year end.

Of that amount, all was subsequently received after year end.

As of December 31, 2023, certain accounts receivable in the aggregate amount of $ 17.3 million were individually greater than 10% of the Company’s gross accounts receivable and were concentrated with two clients.

Of that amount, all was subsequently received after year end.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

The allowance for credit losses activity for the years ended December 31, 2024, 2023, and 2022 was as follows:

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Ending balance

$ 1,642 $ 2,198 $ 1,143

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

Note 4—Leases

The Company leases office space and equipment under operating lease agreements.

See summary below of significant new leases and lease modifications.

During the year ended December 31, 2022, the Company entered into certain significant lease agreements and amendments related to its New York, Los Angeles, and London office leases, which resulted in a combined $ 128.6 million increase to Lease liabilities and a corresponding increase to Right-of-use lease assets.

Other information as it relates to the Company’s operating leases is as follows:

The following is information related to the Company’s operating leases:

Year Ended December 31,

Weighted-average discount rate – operating leases

Weighted-average remaining lease term - operating leases 14.3 years 14.9 years

Weighted-average remaining lease term – operating leases

13.3 years 14.3 years

Year Ended December 31,

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Sublease income – operating leases

— ( 502 ) ( 682 )

Total net lease cost $ 21,747 $ 23,844 $ 22,008

3 unchanged sentences

(1) Presented net of lease incentives received, including landlord contributions to tenant improvements.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

As of December 31, 2024, the maturities of undiscounted operating lease liabilities of the Company are as follows:

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__________________

(1) Total future lease payments are presented net of expected lease incentives, including landlord contributions to tenant improvements .

(1) Total future lease payments are presented net of expected lease incentives.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

Note 5—Goodwill and Intangible Assets

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$ 65,800 $ ( 46,608 ) $ 19,192

The intangible assets.

amortized over an average useful life of 10 years, resulted in amortization expense of $ 6.6 million for each of the years ended December 31, 2023, 2022, and 2021, all of which is included in Depreciation and amortization on the Consolidated Statements of Operations.

Amortization of intangible assets held at December 31, 2023 is expected to be $ 6.6 million for each of the years ending December 31, 2024 and 2025, and $ 6.0 million for the year ending December 31, 2026.

The intangible assets are being amortized over an average useful life of 10 years and resulted in amortization expense of $ 6.6 million for each of the years ended December 31, 2024, 2023, and 2022, all of which is included in Depreciation and amortization on the Consolidated Statements of Operations.

Amortization of intangible assets held at December 31, 2024 is expected to be $ 6.6 million and $ 6.0 million for the years ending December 31, 2025 and 2026, respectively.

These intangible assets will be fully amortized by November 30, 2026.

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The Company has a number of consolidated subsidiaries registered as broker-dealers with regulatory agencies in their respective countries.

None of the Securities and Exchange Commission (“SEC”) regulated subsidiaries hold funds or securities for, or owe money or securities to, clients or carry accounts of or for clients, and as such are all exempt from the SEC Customer Protection Rule (Rule 15c3-3).

As of December 31, 2023 and 2022, all regulated subsidiaries were in excess of their applicable minimum capital requirements.

None of the SEC regulated subsidiaries hold funds or securities for, or owe money or securities to, clients or carry accounts of or for clients, and as such are all exempt from the SEC Customer Protection Rule (Rule 15c3-3).

As of December 31, 2024 and 2023, all regulated subsidiaries had capital in excess of their applicable minimum capital requirements.

As a result of the minimum capital requirements and various regulations on these broker dealers, a portion of the capital of each subsidiary of the Company is restricted and may be unavailable to pay its creditors.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

Note 7—Fixed Assets

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Amortization expense related to software costs was $ 0.1 million, $ 0.3 million, and $ 1.0 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Leasehold improvement assets capitalized during the year ended December 31, 2023 were largely related to the renovation of the New York office space and relocation of the London office space.

These capitalized costs were partially offset by the disposal of certain assets, substantially all of which were fully depreciated, related to the previous New York and London office space.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

During the year ended December 31, 2024, the Company disposed of certain technology equipment, substantially all of which were fully depreciated.

Note 8—Income Taxes

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$ ( 68,255 ) $ ( 112,820 ) $ ( 21,420 )

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

The components of Income tax expense (benefit) consist of the following:

19 unchanged sentences

$ 21,089 $ ( 980 ) $ 10,327

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

The following table reconciles the U.S.

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Unrecognized tax benefits, net of federal benefit 2.3 % 1.8 % 5.3 %

Non-deductible expenses

( 1.8 ) % ( 0.7 ) % ( 2.0 ) %

Change in fair value of warrant liabilities — % — % 7.5 %

1 unchanged sentence

Effective income tax rate ( 30.9 ) % 0.9 % ( 48.2 ) %

The Company’s effective income tax rate is dependent on many factors, including the amount of income subject to tax.

The Company’s overall effective income tax rate is dependent on many factors, including the amount of income subject to tax.

Consequently, the effective income tax rate can vary from period to period.

The Company was not subject to U.S.

federal or state corporate income taxes prior to the Business Combination.

Current tax receivables and payables are included in Prepaid expenses and other assets and Accounts payable, accrued expenses and other liabilities, respectively, on the Consolidated Statements of Financial Condition.

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These temporary differences result in taxable or deductible amounts in future years.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

The significant components of deferred tax assets and liabilities included on the Company’s Consolidated Statements of Financial Condition are as follows:

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( 570 ) ( 705 )

( 705 ) ( 115 )

Total deferred tax liabilities

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__________________

(1) Pursuant to the netting requirements of ASC 740, $ 0.7 million of deferred tax liabilities are presented within Accounts payable, accrued expenses and other liabilities on the Consolidated Statements of Financial Condition as of December 31, 2023.

(1) Pursuant to the netting requirements of ASC 740, $ 0.6 million and $ 0.7 million of deferred tax liabilities are presented within Accounts payable, accrued expenses and other liabilities on the Consolidated Statements of Financial Condition as of December 31, 2024 and 2023.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

The Company evaluates the realizability of deferred tax assets on a jurisdictional basis at each reporting date.

Accounting for income taxes guidance requires that a valuation allowance be established when it is more likely than not that all or a portion of the deferred tax assets will not be realized.

As of December 31, 2023, the Company recorded a full valuation allowance of $ 1.5 million related to tax credits and capital losses that the Company does not expect to realize.

As of December 31, 2022, a $ 0.7 million full valuation allowance was recognized related to tax credits.

ASC Topic 740 requires that a valuation allowance be established when it is more likely than not that all or a portion of the deferred tax assets will not be realized.

As of December 31, 2024 and 2023, the Company recognized a full valuation allowance of $ 2.0 million and $ 1.5 million, respectively, related to tax credits and capital losses that the Company does not expect to realize.

No deferred tax asset has been recorded for the excess tax over book outside basis difference related to the Company’s investment in PWP OpCo as the deferred tax asset is not expected to reverse.

The Company believes it is more-likely-than-not that the remaining net deferred tax asset recorded as of December 31, 2024 will be recovered in the future based on all available positive and negative evidence.

For the years ended December 31, 2023 and 2022, the Company recorded an increase to the deferred tax asset of $ 9.9 million and $ 9.5 million, respectively, related to the step-up in tax basis of PWP OpCo assets in connection with the exchanges of PWP OpCo units for shares of Class A common stock during each year.

In connection with the step-up in tax basis generated from the exchanges, the Company increased the Amount due pursuant to tax receivable agreement on the Consolidated Statements of Financial Condition by $ 8.4 million and $ 8.9 million for the years ended December 31, 2023 and 2022, respectively.

For the years ended December 31, 2024, 2023, and 2022, the Company recorded an increase to the deferred tax asset of $ 42.3 million, $ 9.9 million, and $ 9.5 million, respectively, related to the step-up in tax basis of PWP OpCo assets in connection with the exchanges of PWP OpCo units for cash or stock of the Company during the year.

In connection with the step-up in tax basis generated from the exchanges, the Company increased the Amount due pursuant to tax receivable agreement on the Consolidated Statements of Financial Condition by $ 35.7 million, $ 8.4 million, and $ 8.9 million for the years ended December 31, 2024, 2023, and 2022, respectively.

The remaining tax benefit is allocable to the Company and is recorded within additional paid-in-capital.

The Company does not have excess book over tax basis in its foreign investments and has therefore not provided a deferred tax liability with respect to an outside basis difference in its investment in foreign subsidiaries.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

A reconciliation of the changes in tax positions for the years ended December 31, 2024, 2023, and 2022 is as follows:

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The Company classifies interest relating to tax matters and tax penalties as components of Income tax expense (benefit) on its Consolidated Statements of Operations.

As of December 31, 2023 and 2022, there were $ 2.8 million and $ 4.7 million, respectively, of unrecognized tax benefits that, if recognized, would affect the effective tax rate.

For the years ended December 31, 2023 and 2022, $ 0.4 million and $ 0.2 million, respectively, of interest or penalties were recognized with respect to unrecognized tax benefits.

No interest or penalties were recognized for the year ended December 31, 2021.

As of December 31, 2024, 2023, and 2022, there were $ 1.0 million, $ 2.8 million, and $ 4.7 million, respectively, of unrecognized tax benefits that, if recognized, would affect the effective income tax rate.

For the years ended December 31, 2024, 2023, and 2022, $ 0.3 million, $ 0.4 million, and $ 0.2 million, respectively, of interest and penalties were recognized with respect to unrecognized tax benefits.

The Company is subject to taxation in the United States and various state, local and foreign jurisdictions.

As of December 31, 2023, the Company is not generally subject to examination by the tax authorities in these jurisdictions for years before 2018.

As of December 31, 2024, the Company is not subject to examination by the tax authorities in these jurisdictions for years before 2018.

As of December 31, 2024 and 2023, the Company had no outstanding debt.

The Company has a revolving credit facility (the “Revolving Credit Facility”) through a credit agreement with Cadence Bank, N.A.

(“Cadence Bank”), dated November 30, 2016 (as amended, the “Credit Agreement”), with an available line of credit of $ 50.0 million, up to $ 20.0 million of available incremental revolving commitments, and a maturity date of July 1, 2025.

The Company incurred $ 1.8 million in issuance costs related to the Credit Agreement, which are being amortized as interest expense using the effective interest method over the life of the Revolving Credit Facility.

Unamortized debt issuance costs of $ 0.2 million and $ 0.4 million, as of December 31, 2023 and December 31, 2022, respectively, are reported within Prepaid expenses and other assets on the Consolidated Statements of Financial Position.

On June 30, 2023, the Credit Agreement was amended to provide for Term SOFR as the replacement benchmark rate for LIBOR, such that future SOFR-based loans will accrue interest at Term SOFR plus (i) a 0.10 %- 0.25 % per annum spread based on interest payment frequency (with an adjusted Term SOFR floor of 0.25 %) and (ii) a fixed rate of 2.00 % per annum.

The Company is also charged a quarterly commitment fee of 0.25 % on any unused portion of the line of credit, which is included within Interest expense on the Consolidated Statements of Operations.

Upon consummation of the Business Combination, the Company repaid all of the then-outstanding borrowings under the Credit Agreement, which included $ 27.7 million of principal plus accrued and unpaid interest.

For the period prior to the Business Combination from January 1, 2021 through June 24, 2021, the weighted average interest rate for the Revolving Credit Facility was 2.62 % and the effective interest rate of the Revolving Credit Facility taking into account issuance costs was 3.73 %.

Upon consummation of the Business Combination, the Company redeemed its 7.0 % subordinated unsecured convertible notes (the “Convertible Notes”) for $ 161.6 million, which included the total outstanding $ 150.0 million aggregate principal, an applicable premium for certain redeeming noteholders, and accrued and unpaid interest.

The Company recognized a $ 39.4 million loss on extinguishment of the Convertible Notes due to the premium paid and write-off of unamortized debt discount and issuance costs.

For the period prior to the Business Combination from January 1, 2021 through June 24, 2021, the effective interest rate of the Convertible Notes was 11.95 % and the aggregate interest expense related to the Convertible Notes was $ 6.9 million.

The Company has a revolving credit facility (the “Revolving Credit Facility”) through an amended and restated credit agreement with Cadence Bank, N.A.

(“Cadence Bank”), dated November 30, 2016 (as amended, the “Credit Agreement”), with an available line of credit of $ 50.0 million, with up to $ 20.0 million of available incremental revolving commitments, and a maturity date of July 1, 2025.

Effective December 31, 2024, the maturity date was extended to July 1, 2028.

Issuance costs incurred related to the Credit Agreement are amortized as interest expense using the effective interest method over the life of the Revolving Credit Facility.

The Company is also charged a quarterly commitment fee of 0.25 % on any unused portion of the line of credit, which is recorded as interest expense.

Interest expense related to the Revolving Credit Facility was immaterial for the years ended December 31, 2024, 2023, and 2022 and is included within Other income (expense) on the Consolidated Statements of Operations.

Perella Weinberg Partners

1 unchanged sentence

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

Note 11—Stockholders’ Equity

Note 10—Stockholders’ Equity and Redeemable Non-Controlling Interests

Common Stock and Preferred Stock

Holders of Class A common stock are entitled to one vote for each share on all matters submitted to the stockholders for their vote or approval.

The Company has two classes of Class B common stock:

Class B-1 common stock and Class B-2 common stock.

Prior to December 31, 2024, the Company had two classes of Class B common stock:

Class B-1 common stock and Class B-2 common stock, the latter of which is no longer outstanding as of December 31, 2024.

Each share of Class B-1 common stock, held by VoteCo Professionals subsequent to the Division, is entitled to ten votes per share for so long as Professional Partners or its Limited Partners as of the date of Closing or its or their respective successors or assigns maintain, directly or indirectly, ownership of PWP OpCo Units that represent at least ten percent (10%) of the Company’s issued and outstanding Class A common stock (calculated, without duplication, on the basis that all issued and outstanding PWP OpCo Units not held by the Company or its subsidiaries had been exchanged for Class A common stock) (the “Class B Condition”).

After the Class B Condition ceases to be satisfied, each share of Class B-1 common stock is entitled to one vote.

Each share of Class B-2 common stock, held by the ILPs, is entitled to one vote per share.

On March 1, 2024, the Company issued and sold 5,750,000 shares of Class A common stock at a price of $ 12.00 per share for net proceeds of $ 66.0 million after deducting underwriting discounts and offering costs.

During the year ended December 31, 2022, an exchange was settled through a follow-on public offering of 3,502,033 shares of Class A common stock (the “2022 Offering”) at a price of $ 10.75 per share for net proceeds of $ 35.2 million after deducting underwriting discounts and offering costs.

The Company currently does not have any preferred stock issued and outstanding, but the Board of Directors maintains the right to establish preferred stock in the future.

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Holders of Class A and Class B common stock are entitled to receive ratably, in proportion to the number of shares held, dividends and other distributions when declared, with holders of Class B common stock entitled to receive an amount equal to such dividends or other distributions as would be made on 0.001 shares of Class A common stock.

During the years ended December 31, 2023 and 2022, the Company’s Board of Directors declared cash dividends of $ 0.28 per share of Class A common stock totaling $ 19.3 million and $ 17.9 million, respectively, including dividends paid, accrued dividends and dividend equivalent units on unvested PWP Incentive Plan Awards (as defined in Note 12—Equity-Based Compensation).

During the years ended December 31, 2024 and 2023, the Company’s Board of Directors declared cash dividends of $ 0.28 per share of Class A common stock totaling $ 22.6 million and $ 19.3 million, respectively, including dividends paid, accrued dividend equivalents, and dividend equivalent units on unvested PWP Incentive Plan Awards (as defined in Note 11—Equity-Based Compensation).

Dividends on Class B common stock (equal to the amount of dividends declared on 0.001 shares of Class A common stock) are included in the aforementioned total dividends declared.

In accordance with the Amended and Restated Agreement of Limited Partnership of PWP OpCo (as amended, restated, modified or supplemented from time to time, the “PWP OpCo LPA”), the Company uses best efforts to make sufficient quarterly cash distributions to the holders of the PWP OpCo Units (the “PWP OpCo Unitholders”) to fund their tax obligations in respect of the income of PWP OpCo that is allocated to them.

Share Repurchase Program

In accordance with the PWP OpCo LPA, the Company uses best efforts to make sufficient quarterly cash distributions to the holders of the PWP OpCo Units (the “PWP OpCo Unitholders”) to fund their tax obligations in respect of the income of PWP OpCo that is allocated to them.

Share Repurchases

On February 16, 2022, the Company’s Board of Directors initially approved a stock repurchase program and the authorized amount under such program was increased on February 8, 2023 such that the Company is authorized to repurchase up to $ 200.0 million of the Company’s Class A common stock.

The 11,920,699 shares purchased since inception of the share repurchase program through December 31, 2023 were purchased at an average price per share of $ 7.65 .

Non-Controlling Interests

Non-controlling interests represents the ownership interests in PWP OpCo held by holders other than Perella Weinberg Partners.

As of December 31, 2023 and 2022, Professional Partners and the ILPs collectively own 41,589,339 and 44,563,877 PWP OpCo Units, respectively, which represent a 48.2 % and 51.6 % non-controlling ownership interest in PWP OpCo, respectively.

These PWP OpCo Units are exchangeable into PWP Class A common stock on a one-for-one basis.

See further discussion of exchange rights and exchange activity below.

Sponsor Share Surrender and Share Restriction Agreement

Pursuant to a Sponsor Share Surrender and Share Restriction Agreement executed concurrently with the Business Combination Agreement among FinTech Masala Advisors, LLC and FinTech Investor Holdings IV, LLC (together, the “Sponsor”), the Company, and certain other parties (as amended, the “Surrender Agreement”), certain founder shares held by the Sponsor and its members are subject to transfer restrictions that lapse in tranches based on share price targets or the 10 year anniversary of the Closing, whichever occurs first.

Further, if, prior to the fourth anniversary of the Closing, the Company’s Class A common stock reaches a closing share price of greater than $ 12.00 per share or $ 15.00 per share for a specified number of trading days, the Surrender Agreement gives the Company the right to purchase from the Sponsor up to an aggregate of 1,000,000 shares per price target for a purchase price of $ 12.00 per share or $ 15.00 per share, respectively.

On August 9, 2021, the Company repurchased 1,000,000 founder shares from the Sponsor at a purchase price of $ 12.00 per share for a total purchase price of $ 12.0 million.

The share repurchase was recorded to Treasury stock, at cost, on our Consolidated Statements of Financial Condition.

As of December 31, 2023, 1,000,000 founder shares retained by the Sponsor and 1,738,680 of founder shares distributed to its members remain subject to the aforementioned transfer restrictions.

On June 3, 2024, the Company repurchased 1,000,000 founder shares at a purchase price of $ 15.00 per share for a total purchase price of $ 15.0 million.

Since inception of the share repurchase program, 12,920,699 shares have been purchased at an average price per share of $ 8.22 through December 31, 2024 for a total purchase price of $ 106.2 million.

Prior to the implementation of the stock repurchase program, on August 9, 2021, the Company repurchased 1,000,000 founder shares at a purchase price of $ 12.00 per share for a total purchase price of $ 12.0 million.

Redeemable Non-Controlling Interests

As a result of the Merger, the Non-controlling interests on the Consolidated Statements of Financial Condition were reclassified to Redeemable non-controlling interests within temporary equity.

Redeemable non-controlling interests are presented at their redemption value as of the reporting date and represent the ownership interests in PWP OpCo held by holders other than Perella Weinberg Partners.

As of December 31, 2024, the current and former working partners collectively own 27,460,600 PWP OpCo Units, which represents a 31.7 % non-controlling ownership interest in PWP OpCo.

Perella Weinberg Partners

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Exchange Rights

PWP OpCo Unitholders (other than the Company) may exchange their units for (i) shares of Class A common stock on a one -for-one basis or (ii) cash from an offering of shares of Class A common stock (at the Company’s option).

Concurrently with an exchange, such PWP OpCo Unitholder is required to surrender shares of Class B common for additional shares of Class A common stock or cash (at the Company’s option) at a conversion rate of 0.001 .

Working partners are restricted in their ability to exchange PWP OpCo Units for a period between three to five years after the Closing.

Concurrently with an exchange, such PWP OpCo Unitholder is required to surrender shares of Class B common stock for additional shares of Class A common stock or cash at a conversion rate of 0.001 .

Whether the exchanging PWP OpCo Unitholder receives cash or Class A common stock in exchange for their PWP OpCo Units and Class B common stock is at the Company’s discretion.

Working partners are restricted in their ability to exchange PWP OpCo Units for a period between three to five years after the Business Combination.

PWP GP may waive, and in certain cases has waived, the foregoing restrictions for any holder with respect to all or a portion of such holder’s units, with no obligation to do so for any other holder.

For the years ended December 31, 2024, 2023, and 2022, the Company settled exchanges of certain PWP OpCo Units and certain shares of Class B common stock for 4,779,321 , 2,977,506 , and 2,093,874 shares of Class A common stock, respectively.

The exchanges created a step-up in tax basis for which the Company recorded an increase in Deferred tax assets, net, Amounts due pursuant to tax receivable agreement, and Additional paid-in-capital.

On January 21, 2022, an exchange was settled through a follow-on public offering of 3,502,033 shares of Class A common stock (the “Offering”) with deferred offering costs of $ 1.3 million netted against the proceeds of the Offering in Additional paid-in-capital on the Consolidated Statements of Financial Condition.

Separately, during the year ended December 31, 2024, the Company elected to settle exchanges of 3,204,979 PWP OpCo Units and corresponding shares of Class B common stock at an average price of $ 20.98 per PWP OpCo Unit for $ 63.4 million in cash as well as the non-cash settlement of certain partner promissory notes (refer to Note 15—Related Party Transactions for more information).

Furthermore, during the year ended December 31, 2022, an exchange of 3,498,534 PWP OpCo Units and corresponding shares of Class B common stock was settled in cash with proceeds from the 2022 Offering.

To the extent an exchange creates a step-up in tax basis, the Company records an increase in Deferred tax assets, net, Amounts due pursuant to tax receivable agreement, and Additional paid-in-capital.

Warrants Exchange Offer

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As of December 31, 2024, 9,515,113 total shares remained reserved and available for future issuance.

Business Combination Awards

During the third quarter of 2021, in connection with the Business Combination, the Company granted awards in the form of (a) RSUs that vest upon the achievement of service conditions (“Transaction RSUs”) and (b) PSUs that only vest upon the achievement of both service and market conditions, including certain long-term incentive awards granted to management (“Transaction PSUs”).

In connection with the Business Combination, the Company granted awards in the form of (a) RSUs that vest upon the achievement of service conditions (“Transaction RSUs”) and (b) PSUs that only vest upon the achievement of both service and market conditions, including certain long-term incentive awards granted to management (“Transaction PSUs”).

Perella Weinberg Partners

11 unchanged sentences

Vested ( 1,730,932 ) $ 12.57 ( 3,030,910 ) $ 11.56

Modified 1,650,000 $ 9.55 ( 1,650,000 ) $ 9.55

Forfeited ( 52,677 ) $ 13.97 ( 19,625 ) $ 12.74

3 unchanged sentences

(1) After the Business Combination, grants of Transaction RSUs and Transaction PSUs include only dividend equivalent units that have been awarded in the form of additional units that were granted from the General Share Reserve.

The Transaction RSUs generally vest in equal annual installments over the requisite service period of three years .

The weighted-average grant date fair value of the Transaction RSUs granted during the year ended December 31, 2021 was $ 13.97 per award, which was based on the PWP stock price on the date of grant.

The Transaction RSUs generally vest in equal annual installments over the requisite service period of three to five years from the date of grant.

The total fair value of Transaction RSUs that vested during the years ended December 31, 2024, 2023, and 2022 was $ 32.0 million, $ 10.9 million, and $ 16.2 million, respectively.

As of December 31, 2024, total unrecognized compensation expense related to unvested Transaction RSUs was $ 6.1 million, which is expected to be recognized over a weighted average period of 1.3 years.

The service condition requirement with respect to the Transaction PSUs is generally satisfied over three to five years .

The service condition requirement with respect to the Transaction PSUs is generally satisfied over three to five years from the date of grant.

The market condition requirement is satisfied in various increments upon the shares of Class A common stock achieving closing prices ranging from $ 12.00 to $ 30.00 .

As of December 31, 2023, the $ 12 and $ 13.50 price targets were satisfied.

The weighted-average grant date fair value of the Transaction PSUs granted during the year ended December 31, 2021 was $ 10.36 per award.

The Company estimated the fair value of the Transaction PSUs on the grant date using a Monte-Carlo simulation valuation model with the following assumptions and ranges of assumptions:

Risk-free interest rate 0.8 % - 0.9 %

Dividend yield 2.0 %

Volatility factor (1)

32.4 % - 32.9 %

________________

(1) Based on historical peer company volatility.

The total fair value of Transaction PSUs that vested during the years ended December 31, 2023, 2022, and 2021 was nominal.

As of December 31, 2024, the price targets ranging from $ 12.00 and $ 20.00 were satisfied.

The total fair value of Transaction PSUs that vested during the year ended December 31, 2024 was $ 61.8 million, and was nominal for the years ended 2023 and 2022.

During the year ended December 31, 2023, the Company modified certain Transaction PSUs held by one employee to remove the market conditions, which resulted in a modification of the awards under ASC Topic 718, Compensation—Stock Compensation.

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(1) Includes dividend equivalent units that have been awarded in the form of additional General RSUs that were granted from the General Share Reserve.

General RSUs vest over a requisite service period, which is generally one to three years .

General RSUs vest over a requisite service period, which is generally one to three years from the date of grant.

The weighted-average grant date fair value of the General RSUs granted during the years ended December 31, 2023 and 2022 was $ 10.23 and $ 9.82 per award, respectively, which was based on the PWP stock price on the date of grant.

The total fair value of General RSUs that vested during the years ended December 31, 2023 and 2022 was $ 28.9 million and $ 6.5 million, respectively, and a nominal amount for the year ended December 31, 2021.

The total fair value of General RSUs that vested during the years ended December 31, 2024, 2023, and 2022 was $ 62.0 million, $ 28.9 million, and $ 6.5 million, respectively.

As of December 31, 2024, total unrecognized compensation expense related to unvested General RSUs was $ 95.6 million, which is expected to be recognized over a weighted average period of 1.8 years.

During the year ended December 31, 2023, the Company made a grant of General PSUs with a service condition requirement satisfied over three to five years and a market condition requirement satisfied in various increments upon the shares of Class A common stock achieving closing prices ranging from $ 15 to $ 30 .

No General PSUs have vested to date.

During the year ended December 31, 2023, the Company made a grant of General PSUs with a service condition requirement satisfied over three to five years from the date of grant and a market condition requirement satisfied in various increments upon the shares of Class A common stock achieving closing prices ranging from $ 15.00 to $ 30.00 .

No General PSUs vested during the years ended December 31, 2024 and 2023.

As of December 31, 2024, the $ 15.00 and $ 20.00 price targets were met for the General PSUs.

As of December 31, 2024, total unrecognized compensation expense related to unvested General PSUs was $ 3.0 million, which is expected to be recognized over a weighted average period of 2.4 years.

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Prior to the Business Combination, Professional Partners granted certain equity-based awards to partners providing services to PWP OpCo (the “Legacy Awards”).

In connection with the Business Combination and a related internal reorganization of Professional Partners, existing Legacy Awards were canceled and replaced by converting each limited partner’s capital interests in Professional Partners attributable to PWP OpCo into fully vested capital units and/or unvested capital units subject to a three to five-year requisite service period (units subject to service requirements are referred to herein as the “Professional Partners Awards”).

Subsequent to the Division, such capital units are held in AdCo Professionals.

Fully vested Professional Partners Awards are exchangeable for Class A common stock of PWP on a one-for-one basis.

The vesting of Professional Partners Awards does not dilute Perella Weinberg Partners shareholders relative to AdCo Professionals as AdCo Professionals’ interest in PWP OpCo does not change as a result of granting those equity awards to its working partners.

As a result, all of the compensation expense and corresponding capital contribution associated with the Professional Partners Awards and Legacy Awards is allocated to non-controlling interests on the Consolidated Statements of Operations and Consolidated Statements of Financial Condition.

The Company accounted for the cancellation of the Legacy Awards and concurrent grant of Professional Partners Awards as a modification of the Legacy Awards.

The $ 301.5 million incremental fair value of the Professional Partners Awards is amortized over the requisite service period and was based on the closing price of PWP Class A common stock on the date of grant.

The unrecognized cost associated with the Legacy Awards was amortized over its original vesting schedule and such awards were fully amortized as of September 30, 2023.

The OCUs were fully vested upon recapitalization.

The VCUs and ACUs (collectively, “Professional Partners Awards”) were held by current working partners and required services to be performed on behalf of PWP OpCo.

The Professional Partners Awards were generally subject to a service-based graded vesting schedule over a three to five-year requisite service period.

Once vested, the Professional Partners Awards became OCUs, other than the cash-settled ACUs referenced below, and are eligible for the same exchange rights as other PWP OpCo Units, subject to certain lock-up periods.

Refer to Note 10—Stockholders’ Equity and Redeemable Non-Controlling Interests for more information on exchange rights.

At the time of the Merger, the Company entered into vesting acceleration agreements with certain holders of Professional Partners Awards (the “Accelerated Units”) to accelerate vesting during the second quarter of 2024 (the “Vesting Acceleration”).

The Accelerated Units are generally subject to a lock-up period that is identical to the lockup period applicable to such units prior to the Vesting Acceleration.

The Company also provided each holder of Accelerated Units that are ACUs the ability to convert a portion of such holder’s ACUs into cash upon vesting in an aggregate amount up to such holder’s estimated tax liability.

The principal purpose of the Vesting Acceleration was to facilitate the payment of taxes associated with ACU vesting to align with the treatment of vested restricted stock units of the Company.

Perella Weinberg Partners

1 unchanged sentence

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

On August 31, 2021, certain Professional Partner Awards held by French partners were canceled and replaced with an equal number of Transaction PSUs, which was treated as a modification resulting in no incremental compensation cost.

The canceled Professional Partner Awards were reallocated to certain other working partners as new grants with a fair value of $ 11.5 million.

The grant date fair value of these awards is amortized over the requisite service period and was based on the closing price of PWP Class A common stock on the date of grant.

As of December 31, 2023, total unrecognized compensation expense related to unvested Professional Partners Awards was $ 130.5 million, which is expected to be recognized over a weighted average period of 2.4 years.

Expense Recognition

As a result of the Merger and Vesting Acceleration, certain Professional Partners Awards were modified from equity-classified to liability-classified awards with changes in fair value generally recorded as incremental equity-based compensation expense through the date of vesting.

During the year ended December 31, 2024, the Company recorded $ 130.3 million of equity-based compensation expense related to the acceleration of the Professional Partners Awards.

Of that amount, $ 69.5 million was related to liability-classified awards.

In connection with the Vesting Acceleration, the Company paid or accrued a combined $ 86.6 million in settlement of 6,149,211 ACUs and corresponding shares of Class B common stock.

Of that amount, the Company paid $ 60.6 million in settlement of liability-classified ACUs and $ 15.7 million for withholding tax payments on equity-classified ACUs and the settlement of other liabilities.

These amounts are included within cash flows from operating activities and financing activities, respectively, on the Consolidated Statement of Cash Flows for the year ended December 31, 2024.

As of December 31, 2024, $ 10.3 million of withholding taxes payable is included in Accounts payable, accrued expenses and other liabilities on the Consolidated Statement of Financial Condition.

Prior to the Merger, all of the compensation expense and corresponding capital contribution associated with the Legacy Awards and Professional Partners Awards were allocated to Non-controlling interests on the Consolidated Statements of Operations and Consolidated Statements of Financial Condition as the granting of the Professional Partners Awards did not change Professional Partners’ interest in PWP OpCo and did not economically dilute Perella Weinberg Partners shareholders relative to Professional Partners.

As a result of the Merger, the Professional Partners Awards are held directly at PWP OpCo and PWP OpCo as a whole bears the cost of the cash settlement feature of the awards.

As a result, subsequent to the Merger, the Company allocated the remaining cost associated with the Professional Partners Awards between Perella Weinberg Partners and non-controlling interests in proportion to their ownership interests, which is consistent with the allocation of the other profit and loss activity of PWP OpCo.

The following table presents the expense related to equity-based awards that were recorded in Professional fees and components of Equity-based compensation included on the Consolidated Statements of Operations:

7 unchanged sentences

— 9,674 13,241

Professional Partners Awards (1)

68,542 61,375 32,334

Professional Partners Awards (equity-classified) 74,736 68,542 61,375

Professional Partners Awards (liability-classified) 69,502 — —

Total Equity-based compensation $ 258,296 $ 182,375 $ 154,158

Income tax benefit of equity-based awards $ 19,526 $ 14,485 $ 10,332

_________________

(1) The vesting of these awards does not dilute Perella Weinberg Partners shareholders relative to AdCo Professionals.

As such the related equity-based compensation expense is fully attributed to non-controlling interests.

Note 12—Other Compensation and Benefits

In all instances, compensation expense is accrued over the requisite service period.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

Deferred Compensation Programs

From time to time, the Company has offered various deferred compensation plans to certain employees.

As of December 31, 2023, no deferred compensation liabilities remained outstanding, and as of December 31, 2022, the Company had outstanding deferred compensation of $ 2.9 million presented within Accrued compensation and benefits on the Consolidated Statements of Financial Condition.

During the years ended December 31, 2023 and 2022, $ 2.9 million and $ 8.5 million was settled, of which $ 1.5 million and $ 2.6 million was settled through a reduction of certain partners’ outstanding promissory notes and interest receivable.

As of December 31, 2024 and 2023, no deferred compensation liabilities remained outstanding.

During the years ended December 31, 2023 and 2022, $ 2.9 million and $ 8.5 million, respectively, was settled, of which $ 1.5 million and $ 2.6 million, respectively, was settled through a reduction of certain partners’ outstanding promissory notes and interest receivable.

Refer to Note 15—Related Party Transactions for more information.

During the year ended December 31, 2021, the Company cash settled $ 7.1 million of deferred compensation liabilities.

There were no forfeitures during the years ended December 31, 2024, 2023, and 2022.

Compensation expense related to deferred compensation plans was nominal for the years ended December 31, 2023 and 2022, and $ 1.1 million for the year ended December 31, 2021.

Amounts are presented within Compensation and benefits on the Consolidated Statements of Operations.

Compensation expense related to deferred compensation plans is presented within Compensation and benefits on the Consolidated Statements of Operations and was nominal for the years ended December 31, 2024, 2023, and 2022.

Benefit Plans

Certain employees participate in employee benefit plans, which consists of defined contribution plans including (i) profit-sharing plans qualified under Section 401(k) of the Internal Revenue Code, (ii) a U.K.

Certain employees participate in employee benefit plans, which consist of defined contribution plans including (i) profit-sharing plans qualified under Section 401(k) of the Internal Revenue Code, (ii) a U.K.

pension scheme for U.K.

employees and (iii) a German pension plan for employees in Germany.

For the years ended December 31, 2023, 2022, and 2021, expenses related to the Company’s employee benefit plans were $ 6.7 million, $ 5.8 million, and $ 5.0 million, respectively, and are included in Compensation and benefits on the Consolidated Statements of Operations.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

Expenses related to the Company’s employee benefit plans were $ 7.0 million, $ 6.7 million, and $ 5.8 million for the years ended December 31, 2024, 2023, and 2022, respectively, and are included in Compensation and benefits on the Consolidated Statements of Operations.

Business Realignment

During the second quarter of 2023, the Company began a review of the business, which resulted in headcount reductions in order to improve compensation alignment and to provide greater flexibility to advance strategic opportunities (the “Business Realignment”).

In conjunction with the Business Realignment and for the year ended December 31, 2023, the Company incurred expenses related to separation and transition benefits of $ 22.2 million, and the acceleration of equity-based compensation amortization (net of forfeitures) of $ 15.1 million.

In conjunction with the Business Realignment and for the years ended December 31, 2024 and 2023, the Company incurred expenses related to separation and transition benefits of $ 1.8 million and $ 22.2 million, respectively, and the acceleration of equity-based compensation amortization (net of forfeitures) of $ 1.5 million and $ 15.1 million, respectively.

Such amounts are presented in Compensation and benefits and Equity-based compensation on the Consolidated Statements of Operations, respectively.

The Company made payments of $ 9.1 million during the year ended December 31, 2023, and as of December 31, 2023, Accrued compensation and benefits on the Consolidated Statements of Financial Condition included $ 12.5 million related to the Business Realignment.

Approximately $ 3.2 million of additional expense is expected to be incurred during the first quarter of 2024.

This estimate is based on certain assumptions, and actual results may differ materially if unanticipated costs are incurred related to the Business Realignment.

All of the expected Business Realignment costs were incurred as of March 31, 2024.

Activity within Accrued compensation and benefits on the Consolidated Statements of Financial Condition related to the Business Realignment was as follows:

Year Ended December 31,

Beginning balance

Incurred expenses

Non-cash expenses

( 1,499 ) ( 15,681 )

( 14,275 ) ( 9,059 )

Ending balance

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

Note 13—Net Income (Loss) Per Share Attributable to Class A Common Shareholders

The Company analyzed the calculation of net income (loss) per share for periods prior to the Business Combination on June 24, 2021 and determined that it resulted in values that would not be meaningful to the users of the consolidated financial statements.

Therefore, net income (loss) per share information has not been presented for periods prior to the Business Combination.

The basic and diluted net income (loss) per share attributable to Class A common shareholders for the year ended December 31, 2021, as presented on the Consolidated Statements of Operations, represent only the period after the Business Combination to December 31, 2021.

The calculations of basic and diluted net income (loss) per share attributable to Class A common shareholders are presented below:

Year Ended December 31, For the period from June 24, 2021 through December 31,

Year Ended December 31,

2024 2023 2022

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Basic and diluted net income (loss) per share attributable to Class B common shareholders has not been presented as these shares are entitled to an insignificant amount of economic participation.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

The Company uses the treasury stock method to determine the potential dilutive effect of unvested PWP Incentive Plan Awards and outstanding warrants (prior to the Warrant Exchange Offer) and the if-converted method to determine the potential dilutive effect of exchanges of PWP OpCo Units into Class A common stock.

The Company uses the treasury stock method to determine the potential dilutive effect of unvested PWP Incentive Plan Awards and the if-converted method to determine the potential dilutive effect of exchanges of PWP OpCo Units into Class A common stock.

The Company adjusts net income (loss) attributable to Class A common shareholders under both the treasury stock method and if-converted method for the reallocation of net income (loss) between Class A common shareholders and non-controlling interests that result upon the assumed issuance of dilutive shares of Class A common stock as if the issuance occurred as of the beginning of the applicable period.

To the extent the warrants were dilutive prior to the Warrant Exchange Offer, the Company adjusted the net income (loss) attributable to Class A common shareholders under the treasury stock method to reverse the effect on earnings of classifying the warrants as liabilities.

All adjustments are presented net of any tax impact.

The following table presents the weighted average potentially dilutive shares that were excluded from the calculation of diluted net income (loss) per share under the treasury stock method or if-converted method, as applicable, because the effect of including such potentially dilutive shares was antidilutive for the period presented:

Year Ended December 31, For the period from June 24, 2021 through December 31,

Year Ended December 31,

2024 2023 2022

n/a — 1,029,210

PWP OpCo Units 34,588,419 — —

PWP Incentive Plan Awards 10,941,161 2,186,189 369,413

2 unchanged sentences

(1) Prior to the Warrant Exchange Offer on August 23, 2022, the warrants were out-of-the-money which resulted in no potentially dilutive shares under the treasury stock method.

For the year ended December 31, 2023, the warrants were not outstanding, and thus they are not applicable.

Refer to Note 11—Stockholders’ Equity for further information regarding the Warrant Exchange Offer.

For the years ended December 31, 2024 and 2023, the warrants were not outstanding, and thus they are not applicable.

Refer to Note 10—Stockholders’ Equity and Redeemable Non-Controlling Interests for further information regarding the Warrant Exchange Offer.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

Note 14—Fair Value Measurements and Investments

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As of December 31, 2024 and 2023, the fair values of cash, restricted cash, accounts receivable, due from related parties, accounts payable and certain accrued liabilities approximate their carrying amounts due to the short-term nature of these items.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

Fair Value of Financial Instruments

10 unchanged sentences

$ 91,174 $ — $ — $ 91,174

Cash surrender value of company-owned life insurance

Total financial assets

$ — $ 140,598 $ — $ 140,598

__________________

(1) Consists of U.S.

Treasury bills and notes that mature on various dates in January 2024

(2) Consists of U.S.

Treasury notes that matured on January 31, 2023.

The Company had no transfers between fair value levels during each of the years ended December 31, 2024 and 2023.

The Company’s investment in U.S.

Treasury securities is presented within Investments in short-term marketable debt securities on the Consolidated Statements of Financial Condition, and the aggregate cost basis of the investment was $ 89.3 million and $ 139.2 million as of December 31, 2023 and December 31, 2022, respectively.

The Company had net realized and unrealized gains (losses) on these investments of $ 2.7 million and $ 1.4 million for the years ended December 31, 2023 and 2022, respectively.

The cash surrender value of company-owned life insurance was included in Prepaid expenses and other assets on the Consolidated Statements of Financial Condition at the amount that could be realized under the contract as of December 31, 2022, which approximated fair value.

The final cash distribution from the policy was received during the year ended December 31, 2023.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

As of December 31, 2024 and 2023, the Company held investments in U.S.

Treasury securities with original maturities greater than three months from the date of purchase, which are presented at fair value as Investments in short-term marketable debt securities on the Consolidated Statements of Financial Condition.

These investments had an aggregate cost basis of $ 74.9 million and $ 89.3 million as of December 31, 2024 and 2023, respectively.

As of December 31, 2024, the Company also held $ 20.2 million of investments in U.S.

Treasury securities with original maturities of three months or less from the date of purchase, which are presented within Cash and cash equivalents on the Consolidated Statements of Financial Condition.

The Company had $ 1.5 million, $ 2.7 million, and $ 1.4 million of interest income and net unrealized gains (losses) on these investments for the years ended December 31, 2024, 2023, and 2022, respectively, which is included in Other income (expense) on the Consolidated Statements of Operations.

On December 13, 2022, the Company wrote off its equity method investment in PFAC Holdings I LLC (“PFAC Holdings”), an indirect parent of PWP Forward Acquisition Corp.

I (“PFAC”), a special purpose acquisition company.

During the year ended December 31, 2022, the Company recorded a $ 1.3 million net loss from its share of PFAC earnings net of the investment write off, and during the year ended December 31, 2021, the Company recorded a $ 0.4 million net gain from its share of PFAC earnings.

Such amounts are reported in Other income (expense) on the Consolidated Statements of Operations.

During the year ended December 31, 2022, the Company recorded a $ 1.3 million net loss from its share of PFAC earnings net of the investment write off.

This amount is reported in Other income (expense) on the Consolidated Statements of Operations.

Note 15—Related Party Transactions

1 unchanged sentence

On February 28, 2019, a reorganization of the existing investment banking advisory and asset management businesses of PWP Holdings LP was effected which resulted in the spin-off of its asset management business (the “Separation”).

PWP Holdings LP was divided into (i) PWP OpCo, which holds the former advisory business and (ii) PWP Capital Holdings LP (“Capital Holdings”), which holds the former asset management business.

PWP Holdings LP was divided into (i) PWP OpCo, which holds the advisory business and (ii) PWP Capital Holdings LP (“Capital Holdings”), which holds the asset management business.

In connection with the Separation, the Company entered into a transition services agreement (the “TSA”) with Capital Holdings under which the Company agreed to provide certain administrative services to Capital Holdings.

1 unchanged sentence

The Company also subleased certain portions of its office space to Capital Holdings through October 2023.

Amounts due from Capital Holdings are reflected as Due from related parties on the Consolidated Statements of Financial Condition.

Income earned from Capital Holdings related to the TSA and the sublease is presented within Related party income on the Consolidated Statements of Operations.

Amounts due from Capital Holdings are reflected in Due from related parties on the Consolidated Statements of Financial Condition as of December 31, 2023, with no amounts due as of December 31, 2024.

Separately, Capital Holdings entered into an arrangement with certain employees of the Company, including members of management, related to services provided directly to Capital Holdings.

4 unchanged sentences

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

The following table shows the components of income from Capital Holdings reported within Related party income on the Consolidated Statements of Operations for the periods presented.

Year Ended December 31,

2023 2022 2021

TSA income – Compensation related

$ 363 $ 888 $ 3,165

TSA income – Non-compensation related

Sublease income

502 682 2,957

Total income from PWP Capital Holdings LP

$ 932 $ 2,690 $ 6,781

Tax Receivable Agreement

7 unchanged sentences

The Company loaned money pursuant to promissory note agreements (the “Partner Promissory Notes”) to certain partners.

The Partner Promissory Notes bear interest at an annual rate equal to the Federal Mid-Term Rate on an annual basis.

The Partner Promissory Notes bear interest at a semi-annual rate equal to the Federal Mid-Term Rate.

The Partner Promissory Notes are due on various dates or in the event a partner is terminated or leaves at will and are primarily secured by the partner’s equity interests in PWP OpCo or one of its affiliates.

As the Partner Promissory Notes and associated interest receivable relate to equity transactions, they have been recognized as a reduction of equity on the Consolidated Statements of Financial Condition in the amounts of $ 0.1 million and $ 2.1 million as of December 31, 2024 and 2023, respectively.

In November 2021, PWP OpCo agreed to provide loans to certain partners.

From time to time, PWP OpCo and certain of its subsidiaries have agreed to provide loans to certain partners.

As of December 31, 2024 and 2023, $ 0.6 million and $ 3.5 million, respectively, of outstanding loans to certain partners and related interest receivable are recognized in Due from related parties on the Consolidated Statements of Financial Condition.

During the year ended December 31, 2024, $ 1.1 million of principal and interest related to these Partner Promissory Notes and other partner loans was repaid with cash and an additional $ 3.9 million was effectively repaid through the cancellation of PWP OpCo units held by such partners.

During the years ended December 31, 2023 and 2022, $ 1.5 million and $ 2.6 million, respectively, was effectively repaid by foregoing the amount due to such partners under deferred compensation agreements.

Perella Weinberg Partners

2 unchanged sentences

Other Related Party Transactions

In February 2022, the Company paid $ 0.5 million to an entity controlled by a member of the Board of Directors to reimburse a portion of expenses incurred by that entity in connection with the joint pursuit of a potential investment opportunity.

During the year ended December 31, 2021, the Company earned an advisory fee of $ 0.6 million from PFAC, a subsidiary of an equity method investee.

On December 13, 2022, PFAC was dissolved and the Company wrote off its equity method investment.

During the year ended December 31, 2021, the Company earned $ 3.1 million in advisory fees from entities controlled by a member of the Board of Directors, which are included in Revenues on the Consolidated Statements of Operations.

The Company’s U.K.

subsidiary, Perella Weinberg UK Limited, as well as Professional Partners (and its successors, by division, merger or otherwise) and certain partners (including one partner who serves as a Company director and president) are party to a reimbursement agreement, pursuant to which such partners directed Professional Partners (and its successors, by division, merger or otherwise) to pay distributions related to certain of their Professional Partners Awards first to a subsidiary of the Company, so that the subsidiary can make employment income tax payments on such distributions to the appropriate non-U.S.

The Merger on April 1, 2024 was effected to simplify the structure for the partners in Professional Partners with respect to their indirect interests in PWP OpCo.

The purpose of the related Vesting Acceleration was to facilitate the payment of taxes associated with ACU vesting to align with the treatment of vested restricted stock units of the Company.

Certain holders of these interests in PWP OpCo, including holders of Accelerated Units, are directors and officers of the Company.

Refer to Note 11—Equity-Based Compensation for additional information on the Merger and related transactions.

Prior to the Merger, the Company’s U.K.

subsidiary, Perella Weinberg UK Limited, as well as Professional Partners and certain partners (including one partner who serves as a Company director and president) were party to a reimbursement agreement, pursuant to which such partners directed Professional Partners to pay distributions related to certain of their Professional Partners Awards first to a subsidiary of the Company, so that the subsidiary could make employment income tax payments on such distributions to the appropriate non-U.S.

Note 16—Commitments and Contingencies

Loan Guarantees

As of December 31, 2023, the Company had no outstanding loan guarantees.

Prior to December 31, 2023, the Company unconditionally guaranteed certain of its partners’ loans with First Republic Bank (“Lender”) whereby it promised to pay the Lender upon the occurrence of a default event.

The total guarantees related to partners was $ 1.6 million as of December 31, 2022, and no loans were in default.

Indemnifications

7 unchanged sentences

Although there can be no assurance of the outcome of such legal actions, in the opinion of management and, after consultation with external counsel, the Company believes it is neither probable nor reasonably possible that any current legal proceedings or claims would individually or in the aggregate have a material adverse effect on the consolidated financial statements of the Company as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023, and 2022.

On October 20, 2015, Professionals GP, PWP MC LP, PWP Equity I LP and Perella Weinberg Partners Group LP (collectively, the “PWP Plaintiffs”), filed a complaint against Michael A.

Kramer, Derron S.

Slonecker, Joshua S.

Scherer, Adam W.

Verost (collectively, the “Individual Defendants”) and Ducera Partners LLC (together with the Individual Defendants, the “Defendants”) in New York Supreme Court, Commercial Division (the “Court”).

The complaint alleges that the Individual Defendants, three former partners and one former employee of the PWP Plaintiffs, entered into a scheme while at PWP to lift out the PWP Plaintiffs’ restructuring group to form a new competing firm that they were secretly forming in breach of their contractual and fiduciary duties to the PWP Plaintiffs.

The complaint contains 14 causes of action, and seeks declaratory relief as well as damages resulting from the Individual Defendants’ contractual and fiduciary breaches and from Defendants’ unfair competition and tortious interference with the PWP Plaintiffs’ contracts and client relationships.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

On November 9, 2015, the Defendants filed an Answer, Counterclaims, Cross-claims and a Third-Party Complaint, which contained 14 causes of action.

On July 17, 2016, the Court issued a decision, dismissing half of the Defendants’ -claims with prejudice.

On August 18, 2016, the Defendants filed an Amended Answer, Counterclaims, Cross-claims and Third-Party Complaint, with seven counterclaims and cross-claims to the New York Appellate Division, First Department (the “First Department”).

On August 29, 2017, the First Department issued a decision denying the Defendants’ appeal other than allowing one Defendant to proceed with his breach of fiduciary duty counterclaim.

On October 27, 2017, the Defendants moved the First Department for leave to appeal its decision to the New York Court of Appeals.

On December 28, 2017, the First Department denied the Defendants’ motion for leave.

On April 24, 2018, the Defendants filed a Second Amended Answer, Counterclaims, Cross-claims and Third-Party Complaint, which contains eight counterclaims and cross-claims.

Defendants are seeking declaratory relief and damages of no less than $ 60.0 million, as well as statutory interest.

In addition, on January 19, 2022, Defendants filed a motion for leave to renew their New York Labor Law counterclaim that the Court dismissed in 2016.

On June 30, 2023, the Court issued a decision denying Defendants’ motion for leave.

On January 29, 2024, Defendants filed an opening brief in the First Department appealing the June 30, 2023 decision denying their motion for leave.

After the completion of discovery, both the PWP Plaintiffs and the Defendants subsequently moved for summary judgment.

On March 20, 2020 the parties completed briefing of their respective motions (the “Summary Judgment Decision”).

The Court granted the PWP Plaintiffs motion with respect to the restrictive covenants in the PWP Plantiffs’ agreements, finding that they are valid and enforceable, and otherwise denied the motion.

The Court denied Defendants’ motion in its entirety.

On July 25, 2023, Defendants filed a notice of appeal of the Summary Judgment Decision.

The Court has set trial for April 29, 2024 through May 21, 2024.

A final pre-trial conference has been set for April 24, 2024.

We believe that our 14 causes of action are meritorious.

Further, we believe that we have substantial meritorious defenses to Defendants’ remaining counterclaims and cross-claims and plan to vigorously contest them.

Litigation, however, can be uncertain and there can be no assurance that any judgment for one or more of the Defendants or other outcome of the case would not have a material adverse effect on us.

Additionally, even if we prevail in the litigation and are awarded damages, we do not know if we will be able to fully collect on any judgment against any or all Defendants.

In 2015, the Company filed a complaint against three former partners and one former employee which alleges they entered into a scheme while at PWP to lift out the Company’s restructuring group to form a new competing firm that they were secretly forming in breach of their contractual and fiduciary duties.

The complaint contains 14 causes of action and seeks declaratory relief as well as damages.

Trial started on January 24, 2025 and is scheduled to end on March 7, 2025.

During the years ended December 31, 2024, 2023, and 2022, the Company incurred $ 10.2 million, $ 2.1 million, and $ 0.6 million, respectively, in legal and professional fees, net of expected insurance reimbursement, related to this litigation.

These litigation costs are included in Professional fees on the Consolidated Statements of Operations.

Note 17—Segment and Geographic Information

As a global independent advisory firm, the Company provides a range of advisory services depending on the needs of its clients, including advice related to M&A execution, shareholder engagement advisory, financing and capital solutions, as well as underwriting and research services primarily for the energy and related industries.

The Company provides advisory services to multiple industry sectors, geographic markets and clients, but the nature, process, delivery and regulatory complexities of advisory services are similar across the business.

The Company is organized under an integrated approach to maximize the value of advice to clients by drawing upon the diversified expertise and broad relationships of its senior professionals.

As such, the Company is managed on a consolidated basis, which results in one reportable segment:

The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, evaluates the performance of the Advisory segment and allocates resources based on consolidated net income (loss), as presented on the Consolidated Statements of Operations.

The CODM uses consolidated net income (loss) to evaluate the profitability generated by segment assets and personnel and decides whether to reinvest any profits in the Advisory segment, such as through hiring, compensation management, and capital expenditures, or to return value to shareholders and partners, such as through share repurchases, cash-settled exchanges, net-settlement of equity-based awards, distributions, and dividends.

The CODM is regularly provided with both actual and budgeted expense information on a consolidated basis that aligns with the expense categories as presented on the Consolidated Statements of Operations.

Perella Weinberg Partners

1 unchanged sentence

(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

Note 18—Business Information

The Company’s activities of providing advisory services for M&A, private placements and financial advisory, as well as services for underwriting of securities offered for sale in public markets, commissions for the brokerage of publicly traded securities and equity research constitute a single business segment.

The Company is organized as one operating segment in order to maximize the value of advice to clients by drawing upon the diversified expertise and broad relationships of its senior professionals across the Company.

The Company has a single operating segment and therefore a single reportable segment.

The CODM does not review assets of the Advisory segment at a different level or category than what is presented as Total assets on the Consolidated Statements of Financial Condition.

The accounting policies of the Company’s Advisory segment are the same as those described in Note 2—Summary of Significant Accounting Policies.

During the year ended December 31, 2024, revenues of $ 99.9 million from one individual client accounted for more than 10 % of aggregate revenues.

There was no individual client that accounted for more than 10% of aggregate revenues for the years ended December 31, 2023 and 2022.

Since the financial markets are global in nature, the Company generally manages its business based on the operating results of the Company taken as a whole, not by geographic region.

The following tables set forth the geographical distribution of revenues and assets based on the location of the office that generates the revenues or holds the assets and therefore may not be indicative of the geography in which the Company’s clients are located:

7 unchanged sentences

$ 876,751 $ 761,108

For the years ended December 31, 2024, 2023, and 2022, no country other than the United States had revenues which individually represented more than 10% of the Company’s total revenues.

For the years ended December 31, 2024, 2023, and 2022, the U.K.

was the only country other than the United States that had assets which individually represented more than 10 % of the Company’s total assets.

Note 18—Subsequent Events

The Company has evaluated subsequent events through the issuance date of these consolidated financial statements.

On January 1, 2024, the total shares reserved and available for future issuance under the PWP Incentive Plan increased to 12.9 million in accordance with the terms of such plan, and on February 15, 2024, the Company granted 5,677,760 RSUs to certain employees and executive officers pursuant to such plan.

On January 1, 2025, the total shares reserved and available for future issuance under the PWP Incentive Plan increased to 12,996,348 in accordance with the terms of such plan, and on February 14, 2025, the Company granted 5,083,129 RSUs to certain employees and executive officers pursuant to such plan.

On February 5, 2025, the Company’s Board of Directors declared a cash dividend of $ 0.07 per outstanding share of Class A common stock.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data