Perella Weinberg Partners 10-K

Item 8. Financial Statements and Supplementary Data Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 41 Consolidated Statements of Financial Condition as o f December 31, 2024 and 2023 44 Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023, and 2022 45 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023, and 2022 46 Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interests for the Years Ended December 31, 2024, 2023, and 2022 47 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022 48 Notes to Consolidated Financial Statements 50 40 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Perella Weinberg Partners 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, 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 These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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. 41 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. 42 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 We have served as the Company’s auditor since 2007. New York, New York February 27, 2025 43 Perella Weinberg Partners Consolidated Statements of Financial Condition (Dollars in Thousands, Except Per Share Amounts) December 31, 2024 2023 Assets Cash and cash equivalents $ 331,558 $ 247,171 Restricted cash 1,213 2,931 Investments in short-term marketable debt securities 75,830 91,174 Accounts receivable, net of allowance 73,293 47,771 Due from related parties 1,146 3,575 Fixed assets, net of accumulated depreciation and amortization 84,886 93,652 Intangible assets, net of accumulated amortization 12,612 19,192 Goodwill 34,383 34,383 Prepaid expenses and other assets 29,224 30,871 Right-of-use lease assets 139,637 143,935 Deferred tax asset, net 92,969 46,453 Total assets $ 876,751 $ 761,108 Liabilities, Redeemable Non-Controlling Interests, and Equity Accrued compensation and benefits $ 325,225 $ 233,927 Accounts payable, accrued expenses and other liabilities 68,919 52,106 Lease liabilities 187,349 175,901 Amount due pursuant to tax receivable agreement 65,493 30,928 Total liabilities 646,986 492,862 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 651,140 — Equity 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; 1,500,000,000 shares authorized, 57,361,073 issued and 44,642,849 outstanding at December 31, 2023) 7 6 Class B common stock, par value $ 0.0001 per share ( 600,000,000 shares authorized, 27,460,600 issued and outstanding at December 31, 2024; 600,000,000 shares authorized, 41,589,339 issued and outstanding at December 31, 2023) 3 4 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 Retained earnings (accumulated deficit) ( 303,708 ) ( 54,650 ) Accumulated other comprehensive income (loss) ( 6,193 ) ( 4,480 ) Treasury stock, at cost ( 13,362,975 and 12,718,224 shares of Class A common stock at December 31, 2024 and December 31, 2023, respectively) ( 111,484 ) ( 100,747 ) Total Perella Weinberg Partners equity ( 421,375 ) 152,656 Non-controlling interests — 115,590 Total equity ( 421,375 ) 268,246 Total liabilities, redeemable non-controlling interests, and equity $ 876,751 $ 761,108 The accompanying notes are an integral part of these consolidated financial statements. 44 Perella Weinberg Partners Consolidated Statements of Operations (Dollars in Thousands, Except Per Share Amounts) Year Ended December 31, 2024 2023 2022 Revenues $ 878,039 $ 648,652 $ 631,507 Expenses Compensation and benefits 525,941 426,572 391,333 Equity-based compensation 258,296 182,375 154,158 Total compensation and benefits 784,237 608,947 545,491 Professional fees 49,262 39,640 34,824 Technology and infrastructure 35,721 34,462 30,084 Rent and occupancy 24,325 26,891 24,898 Travel and related expenses 19,823 19,030 13,034 General, administrative and other expenses 22,824 20,103 20,215 Depreciation and amortization 20,379 14,679 10,694 Total expenses 956,571 763,752 679,240 Operating income (loss) ( 78,532 ) ( 115,100 ) ( 47,733 ) Non-operating income (expenses) Related party income — 932 2,805 Other income (expense) 10,277 1,348 7,702 Change in fair value of warrant liabilities — — 15,806 Total non-operating income (expenses) 10,277 2,280 26,313 Income (loss) before income taxes ( 68,255 ) ( 112,820 ) ( 21,420 ) Income tax expense (benefit) 21,089 ( 980 ) 10,327 Net income (loss) ( 89,344 ) ( 111,840 ) ( 31,747 ) Less: Net income (loss) attributable to non-controlling interests ( 24,616 ) ( 94,617 ) ( 49,625 ) Net income (loss) attributable to Perella Weinberg Partners $ ( 64,728 ) $ ( 17,223 ) $ 17,878 Net income (loss) per share attributable to Class A common shareholders Basic $ ( 1.22 ) $ ( 0.40 ) $ 0.41 Diluted $ ( 1.22 ) $ ( 1.33 ) $ ( 0.46 ) Weighted-average shares of Class A common stock outstanding Basic 53,187,995 43,273,939 43,837,640 Diluted 53,187,995 86,779,052 89,755,632 The accompanying notes are an integral part of these consolidated financial statements. 45 Perella Weinberg Partners Consolidated Statements of Comprehensive Income (Loss) (Dollars in Thousands) Year Ended December 31, 2024 2023 2022 Net income (loss) $ ( 89,344 ) $ ( 111,840 ) $ ( 31,747 ) Foreign currency translation gain (loss), net of tax ( 2,534 ) 4,131 ( 9,682 ) Comprehensive income (loss) ( 91,878 ) ( 107,709 ) ( 41,429 ) Less: Comprehensive income (loss) attributable to non-controlling interests ( 25,437 ) ( 92,544 ) ( 54,515 ) Comprehensive income (loss) attributable to Perella Weinberg Partners $ ( 66,441 ) $ ( 15,165 ) $ 13,086 The accompanying notes are an integral part of these consolidated financial statements. 46 Perella Weinberg Partners Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interests (Dollars in Thousands, Except Per Share Amounts) Shares Class A Common Stock Class B Common Stock Treasury Stock Class A Common Stock Class B Common Stock Treasury Stock Additional Paid-In Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (Loss) Non- Controlling 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) — — — — — — — 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 ) — Dividends declared ($ 0.28 per share of Class A common stock) — — — — — — 522 ( 17,874 ) — — ( 17,352 ) — 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 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 ) — Equity-based awards — — — — — — 106,248 — — 78,216 184,464 — Distributions to partners — — — — — — — — — ( 14,169 ) ( 14,169 ) — Issuance of Class A common stock for vested PWP Incentive Plan Awards 2,146,320 — 150,745 1 — 1,809 ( 1,711 ) ( 98 ) — — 1 — Withholding tax payments on vested PWP Incentive Plan Awards — — — — — — ( 16,743 ) — — — ( 16,743 ) — Dividends declared ($ 0.28 per share of Class A common stock) — — — — — — 542 ( 19,257 ) — — ( 18,715 ) — Foreign currency translation gain (loss) — — — — — — — — 2,058 2,073 4,131 — Other — — — — — — 1,242 — — 740 1,982 — 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 — 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 Distributions to partners — — — — — — — — — ( 2,867 ) ( 2,867 ) ( 19,638 ) 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 and equity-classified ACUs — — — — — — ( 70,367 ) — — — ( 70,367 ) ( 12,534 ) Dividends declared ($ 0.28 per share of Class A common stock) — — — — — — 514 ( 22,415 ) — — ( 21,901 ) — Foreign currency translation gain (loss) — — — — — — — — ( 1,713 ) ( 556 ) ( 2,269 ) ( 265 ) Other — — — — — — 2,498 — — ( 11 ) 2,487 328 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 72,544,696 27,460,600 ( 13,362,975 ) $ 7 $ 3 $ ( 111,484 ) $ — $ ( 303,708 ) $ ( 6,193 ) $ — $ ( 421,375 ) $ 651,140 The accompanying notes are an integral part of these consolidated financial statements. 47 Perella Weinberg Partners Consolidated Statements of Cash Flows (Dollars in Thousands) Year Ended December 31, 2024 2023 2022 Cash flows from operating activities Net income (loss) $ ( 89,344 ) $ ( 111,840 ) $ ( 31,747 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Equity-based awards vesting expense 188,869 184,464 156,420 Depreciation and amortization 20,379 14,679 10,694 Change in fair value of warrant liabilities — — ( 15,806 ) Foreign currency revaluation 575 2,450 ( 4,692 ) Non-cash operating lease expense 10,265 12,879 15,948 Deferred taxes ( 2,456 ) ( 2,074 ) ( 2,743 ) Bad debt expense 5,747 2,313 2,158 Other 694 ( 1,487 ) 435 Decrease (increase) in operating assets: Accounts receivable, net of allowance ( 32,846 ) 18,798 ( 24,339 ) Due from related parties 338 ( 213 ) 864 Prepaid expenses and other assets 1,212 4,336 ( 14,440 ) Increase (decrease) in operating liabilities: Accrued compensation and benefits 93,392 15,906 ( 97,135 ) Accounts payable, accrued expenses and other liabilities 20,955 ( 1,378 ) ( 5,805 ) Lease liabilities 5,579 7,050 ( 7,585 ) Net cash provided by (used in) operating activities: 223,359 145,883 ( 17,773 ) Cash flows from investing activities Purchases of fixed assets ( 16,375 ) ( 57,598 ) ( 26,560 ) Purchases of investments in short-term marketable debt securities ( 74,911 ) ( 89,259 ) ( 139,171 ) Maturities of investments in short-term marketable debt securities 91,188 140,551 — Other — 488 ( 500 ) Net cash provided by (used in) investing activities ( 98 ) ( 5,818 ) ( 166,231 ) Cash flows from financing activities Proceeds from issuance of Class A common stock in public offering, net of underwriting discount and offering costs 65,986 — 35,208 Exchange of PWP OpCo Units and corresponding Class B common stock for cash ( 63,376 ) — ( 36,526 ) Distributions to partners ( 18,272 ) ( 14,169 ) ( 44,455 ) 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 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 ) — Other ( 2,283 ) — — Net cash provided by (used in) financing activities ( 137,252 ) ( 67,018 ) ( 136,768 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 3,340 ) 2,889 ( 9,837 ) Net increase (decrease) in cash, cash equivalents and restricted cash 82,669 75,936 ( 330,609 ) Cash, cash equivalents and restricted cash, beginning of period 250,102 174,166 504,775 Cash, cash equivalents and restricted cash, end of period $ 332,771 $ 250,102 $ 174,166 The accompanying notes are an integral part of these consolidated financial statements. 48 Perella Weinberg Partners Consolidated Statements of Cash Flows – Continued (Dollars in Thousands) Year Ended December 31, 2024 2023 2022 Supplemental disclosures of non-cash activities Lease liabilities arising from obtaining right-of-use lease assets $ 6,707 $ 2,278 $ 131,232 Accrued distributions to partners $ 4,233 $ — $ — Accrued capital expenditures $ 865 $ 11,319 $ 16,395 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 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 Reclassification of liability-classified equity-based awards $ 6,704 $ — $ — Supplemental disclosures of cash flow information Cash paid for income taxes $ 10,283 $ 4,568 $ 25,995 The accompanying notes are an integral part of these consolidated financial statements. 49 Perella Weinberg Partners Notes to Consolidated Financial Statements (Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted) Note 1—Organization and Nature of Business 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 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 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”). Note 2—Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and all intercompany balances and transactions have been eliminated. Use of Estimates The preparation of the consolidated financial statements and related disclosures in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and the assumptions underlying these estimates are reviewed periodically, and the effects of revisions are reflected in the period in which they are determined to be necessary. 50 Perella Weinberg Partners Notes to Consolidated Financial Statements (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, 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 Cash and cash equivalents include cash held at banks, including interest-bearing money market accounts, and any highly liquid investments with original maturities of three months or less from the date of purchase. Cash account balances often exceed federally insured limits. Restricted cash represents cash that is not readily available for general purpose cash needs. 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. Investments in Short-Term Marketable Debt Securities The Company invests in short-term marketable debt securities to manage excess liquidity. 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 Accounts receivable are presented net of allowance for credit losses based on the Company’s assessment of collectability. The Company regularly reviews its accounts receivable for collectability and an allowance is recognized for expected credit losses, if required. The Company maintains an allowance for credit losses that, in management’s opinion, provides for an adequate reserve to cover estimated losses on accounts receivable. The Company determines the adequacy of the allowance by reviewing specific client receivables as well as estimating the probability of loss on total client receivables based on the Company’s historical credit loss experience and taking into consideration current market conditions and supportable forecasts that affect the collectability of the reported amount. The Company updates its expected credit loss rates periodically and maintains a quarterly allowance review process to consider current factors that would require an adjustment to the credit loss allowance. Changes to expected credit losses during the period are included in General, administrative and other expenses on the Consolidated Statements of Operations. After concluding that a reserved accounts receivable is no longer collectible, the Company reduces both the gross receivable and the allowance for credit losses. Fixed Assets Fixed assets include furniture and fixtures, equipment, software development costs and leasehold improvements, which are all stated at cost less accumulated depreciation and amortization. Depreciation and amortization are determined using the straight-line method over the estimated useful lives of the assets, including (i) five years for furniture, fixtures and equipment; (ii) the lesser of the estimated life of the improvement or the remaining term of the lease for leasehold improvements; and (iii) three years for software development costs. 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. Goodwill and Intangible Assets Goodwill is recorded for the excess of the fair value of consideration transferred over the fair value of identifiable net assets, including other intangibles, acquired at the time of an acquisition. Goodwill is periodically reviewed, and tested at least annually, for impairment, and when certain events or circumstances indicate impairment may exist. Goodwill is tested for impairment at the reporting unit level. A reporting unit is a component of an operating segment for which discrete financial information is available that is regularly reviewed by management. Intangible assets are derived from customer relationships, trade names and trademarks. Identifiable finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of ten years , reflecting the average time over which such intangible assets are expected to contribute to cash flow. The Company tests intangible assets for impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. 51 Perella Weinberg Partners Notes to Consolidated Financial Statements (Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted) 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 related service period or policy term. Income tax receivables and expected insurance reimbursements related to litigation costs are other key components of Prepaid expenses and other assets. Leases The Company leases office space and certain office equipment, which are classified as operating leases. Right-of-use assets represent the Company’s right to use the underlying assets for their lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from these leases. Certain non-U.S. lease payments are variable as they are subject to change based on the prevailing applicable index. The Company does not recognize right-of-use assets and lease liabilities for short-term leases with a lease term of 12 months or less. The Company elected the practical expedient not to separate lease components and non-lease components in calculating the net present value of its lease payments; thus, the measurement of the right-of-use asset and corresponding lease obligation uses one single combined component. Lease expense is recognized on a straight-line basis over the lease term. 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. The implicit discount rates used to determine the present value of the Company’s leases are not readily determinable; thus, the Company uses its incremental borrowing rate to determine the present value of its lease payments. The determination of an appropriate incremental borrowing rate requires significant assumptions and judgement and is calculated based on multiple factors, including current market conditions, the Company’s credit rating, the terms of the Company’s recent debt issuances and/or current revolving credit facilities, and the expected lease term. The Company estimates the expected lease terms by assuming the exercise of renewal options and extensions where a significant penalty could be incurred and such renewal or extension is at the sole discretion of the Company. Certain lease agreements are secured by security deposits, which are reflected in Prepaid expenses and other assets on the Consolidated Statements of Financial Condition . 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. 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. 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, 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. 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. 52 Perella Weinberg Partners Notes to Consolidated Financial Statements (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 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. In most circumstances, the Company considers the nature of the promises in its advisory contracts to comprise of a single performance obligation of providing advisory services to its clients. Although there may be many individual services provided in a typical contract, the individual services are not distinct within the context of the contract; rather the performance of these individual services helps to fulfill one overall performance obligation to deliver advisory services to the client. 53 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. The majority of the Company’s advisory revenue is recognized over time since the Company provides most of its advisory services on an ongoing basis, which, for example, may include evaluating and selecting one of multiple strategies. During such engagements, the Company’s clients continuously benefit from the ongoing financial and strategic advice throughout the engagement. 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, the determination of which may require significant judgment and/or involve material amounts. 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. Certain fixed fees specified in the Company’s contracts, which may include upfront fees and retainers, are recognized on a systematic basis over the estimated period in which the related services are performed. Payments for transaction-related advisory services are generally due upon completion of a specified event or, for retainer fees, periodically over the course of the engagement. Fairness Opinion Services Although the Company usually provides fairness opinion services in conjunction with and in the same contract as other transaction-related advisory services, fairness opinion services are considered to be a separate performance obligation in such contracts because they could be obtained separately, and the Company is able to fulfill its promise to transfer transaction-related advisory services independent from its promise to provide fairness opinion services. The Company typically charges a separate, fixed fee associated with fairness opinion services that represents the standalone selling price of the fairness opinion services. 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 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 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. The nature of the Company’s underwriting services is raising capital on behalf of an issuer and therefore is typically accounted for as a single performance obligation. The Company recognizes underwriting revenue at a point in time, typically on the pricing date of the offering. Contract Costs and Contract Balances Incremental costs of obtaining a contract are expensed as incurred as such costs are generally not recoverable. Costs to fulfill contracts consist of out-of-pocket expenses that are part of performing transaction-related advisory services and are typically expensed as incurred as these costs are related to performance obligations that are satisfied over time. 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. The timing of revenue recognition may differ from the timing of payment. The Company records a receivable when revenue is recognized prior to payment and the Company has an unconditional right to payment. 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). 54 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. 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. The Company accounts for forfeitures of awards as they occur rather than applying an estimated forfeiture rate. 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. 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. Non-U.S. 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. Income Taxes 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. 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. 55 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. 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. Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) attributable to Class A common shareholders by the weighted-average shares of Class A common stock outstanding without the consideration for potential dilutive securities. Diluted net income (loss) per share represents basic net income (loss) per share adjusted to include the potentially dilutive effect of outstanding unvested share awards, warrants, and PWP OpCo Units that are exchangeable into shares of Class A common stock on a one-for-one basis. 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. Comprehensive Income (Loss) Comprehensive income (loss) consists of Net income (loss) and Other comprehensive income (loss). The Company’s Other comprehensive income (loss) is composed of foreign currency translation gains and losses. Recently Adopted Accounting Pronouncements 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 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 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 The following table disaggregates the Company’s revenue between over time and point in time recognition: Year Ended December 31, 2024 2023 2022 Over time $ 848,302 $ 609,598 $ 609,392 Point in time 29,737 39,054 22,115 Total revenues $ 878,039 $ 648,652 $ 631,507 56 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. Performance Obligations and Contract Balances As of December 31, 2024, the aggregate amount of the transaction price, as defined in the Codification, allocated to performance obligations yet to be satisfied was $ 0.5 million and the Company generally expects to recognize this revenue within the next twelve months . Such amounts primarily relate to the Company’s performance obligations of providing 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. The Company recognized previously deferred revenue of $ 0.7 million, $ 4.6 million, and $ 5.6 million for the years ended December 31, 2024, 2023, and 2022, respectively, which was primarily related to transaction-related advisory services that are recognized over time. Accounts Receivable and Allowance for Credit Losses 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 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, 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. The allowance for credit losses activity for the years ended December 31, 2024, 2023, and 2022 was as follows: Year Ended December 31, 2024 2023 2022 Beginning balance $ 2,198 $ 1,143 $ 1,851 Bad debt expense 5,747 2,313 2,158 Write-offs ( 6,575 ) ( 1,383 ) ( 2,834 ) Recoveries 314 82 — Foreign currency translation and other adjustments ( 42 ) 43 ( 32 ) Ending balance $ 1,642 $ 2,198 $ 1,143 57 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. 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. The following is information related to the Company’s operating leases: Year Ended December 31, 2024 2023 Weighted-average discount rate – operating leases 4.8 % 4.7 % Weighted-average remaining lease term – operating leases 13.3 years 14.3 years Year Ended December 31, 2024 2023 2022 Operating lease cost $ 18,895 $ 20,558 $ 20,140 Variable lease cost 2,852 3,788 2,550 Sublease income – operating leases — ( 502 ) ( 682 ) Total net lease cost $ 21,747 $ 23,844 $ 22,008 Net cash outflows (inflows) on operating leases (1) $ 3,022 $ ( 4,536 ) $ 17,057 __________________ (1) Presented net of lease incentives received, including landlord contributions to tenant improvements. As of December 31, 2024, the maturities of undiscounted operating lease liabilities of the Company are as follows: Years Ending: Operating Leases 2025 $ 19,348 2026 21,115 2027 20,859 2028 18,966 2029 18,776 Thereafter 156,685 Total lease payments (1) 255,749 Less: Imputed interest ( 68,400 ) Total lease liabilities $ 187,349 __________________ (1) Total future lease payments are presented net of expected lease incentives. 58 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 In connection with a business combination in 2016, the Company recorded goodwill in the amount of $ 34.4 million. Based on the Company’s quantitative assessment for impairment, no goodwill impairment was recorded during the years ended December 31, 2024, 2023, and 2022. The following table provides the detail of the Company’s intangible assets: December 31, 2024 Gross Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 47,400 $ ( 38,315 ) $ 9,085 Trade names and trademarks 18,400 ( 14,873 ) 3,527 Total $ 65,800 $ ( 53,188 ) $ 12,612 December 31, 2023 Gross Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 47,400 $ ( 33,575 ) $ 13,825 Trade names and trademarks 18,400 ( 13,033 ) 5,367 Total $ 65,800 $ ( 46,608 ) $ 19,192 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. Note 6—Regulatory Requirements The Company has a number of consolidated subsidiaries registered as broker-dealers with regulatory agencies in their respective countries. 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. Note 7—Fixed Assets Fixed assets are recorded at cost less accumulated depreciation and amortization and consist of the following as of December 31, 2024 and 2023: December 31, 2024 2023 Leasehold improvements $ 81,860 $ 79,719 Furniture and fixtures 12,801 12,442 Equipment 15,322 22,522 Software 4,456 5,756 Total 114,439 120,439 Less: Accumulated depreciation and amortization ( 29,553 ) ( 26,787 ) Fixed assets, net $ 84,886 $ 93,652 Depreciation expense related to fixed assets was $ 13.7 million, $ 7.8 million, and $ 3.1 million for the years ended December 31, 2024, 2023, and 2022, respectively. 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. 59 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 The Company’s operations are generally composed of entities that are organized as limited liability companies and limited partnerships. For U.S. federal income tax purposes, taxes related to income earned by these entities represent obligations of their interest holders. The Company is subject to certain foreign, state and local entity-level taxes (for example, the New York City Unincorporated Business Tax). These taxes have been reflected in the Company’s consolidated financial statements and allocated between the Company and the non-controlling interest holders. In addition, the Company is subject to U.S. corporate federal, state and local income tax on its allocable share of results of operations from PWP OpCo. The Company’s income (loss) before income taxes is associated with activities in domestic and international jurisdictions, as follows: Year Ended December 31, 2024 2023 2022 Domestic $ ( 78,113 ) $ ( 104,348 ) $ ( 36,935 ) International 9,858 ( 8,472 ) 15,515 Income (loss) before income taxes $ ( 68,255 ) $ ( 112,820 ) $ ( 21,420 ) The components of Income tax expense (benefit) consist of the following: Year Ended December 31, 2024 2023 2022 Current Federal income tax $ 20,220 $ 433 $ 6,090 State and local income tax 5,113 2,955 3,428 Foreign income tax ( 1,788 ) ( 2,298 ) 3,552 Total current income tax expense (benefit) 23,545 1,090 13,070 Deferred Federal income tax ( 4,088 ) 1,819 ( 2,554 ) State and local income tax 246 ( 2,157 ) ( 232 ) Foreign income tax 1,386 ( 1,732 ) 43 Total deferred income tax expense (benefit) ( 2,456 ) ( 2,070 ) ( 2,743 ) Income tax expense (benefit) $ 21,089 $ ( 980 ) $ 10,327 60 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. federal statutory tax rate to the effective income tax rate: Year Ended December 31, 2024 2023 2022 Expected income tax expense at the federal statutory rate 21.0 % 21.0 % 21.0 % Partnership income not subject to U.S. corporate income taxes ( 5.4 ) % ( 10.6 ) % ( 10.7 ) % Foreign income taxes, net of federal benefit ( 1.2 ) % 0.7 % ( 7.9 ) % State and local income taxes, net of federal benefit ( 6.0 ) % ( 0.8 ) % ( 12.5 ) % Non-deductible compensation expense ( 38.7 ) % ( 10.6 ) % ( 53.5 ) % 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 % Other, net ( 1.1 ) % 0.1 % 4.6 % Effective income tax rate ( 30.9 ) % 0.9 % ( 48.2 ) % 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. 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. Deferred income taxes reflect the net effect of temporary differences between the tax basis of an asset or liability and its reported amount on the Company’s Consolidated Statements of Financial Condition. These temporary differences result in taxable or deductible amounts in future years. The significant components of deferred tax assets and liabilities included on the Company’s Consolidated Statements of Financial Condition are as follows: December 31, 2024 2023 Deferred tax asset Step-up in tax basis in PWP OpCo assets $ 71,626 $ 32,649 Operating lease liabilities 40,066 31,645 RSU amortization 22,740 18,825 Deferred compensation 646 1,145 Other 3,835 2,955 Deferred tax assets before valuation allowance 138,913 87,219 Valuation allowance ( 2,049 ) ( 1,510 ) Total deferred tax assets 136,864 85,709 Deferred tax liability Operating right-of-use lease assets ( 31,639 ) ( 27,227 ) Intangible assets ( 1,694 ) ( 2,037 ) Fixed assets ( 8,614 ) ( 7,818 ) Anticipatory foreign tax credit ( 1,979 ) ( 2,170 ) Other ( 570 ) ( 705 ) Total deferred tax liabilities ( 44,496 ) ( 39,957 ) Deferred tax asset, net (1) $ 92,368 $ 45,752 __________________ (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. 61 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. 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, 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. A reconciliation of the changes in tax positions for the years ended December 31, 2024, 2023, and 2022 is as follows: Year Ended December 31, 2024 2023 2022 Beginning unrecognized tax benefit $ 3,704 $ 5,628 $ 6,138 Additions for tax positions of prior years 241 366 — Reductions for tax positions of prior years ( 3,308 ) ( 2,944 ) ( 184 ) Additions for tax positions of current year 1,681 506 — Foreign currency translation ( 134 ) 148 ( 326 ) Ending unrecognized tax benefit $ 2,184 $ 3,704 $ 5,628 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, 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, 2024, the Company is not subject to examination by the tax authorities in these jurisdictions for years before 2018. Note 9—Debt 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 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. 62 Perella Weinberg Partners Notes to Consolidated Financial Statements (Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted) 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. 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. 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. Dividends and Distributions 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, 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 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. 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. 63 Perella Weinberg Partners Notes to Consolidated Financial Statements (Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted) Stockholder Agreement A Stockholders Agreement between PWP and Professional Partners (the “Stockholders Agreement”) allows Professional Partners (including its successors (by merger, division or otherwise) and assigns) to maintain control over the Company’s significant corporate transactions even if it holds less than a majority of the combined total voting power of the Class A and Class B common stock. The Stockholders Agreement was allocated to VoteCo Professionals in connection with the Division, and will terminate once Professional Partners or its limited partners no longer hold PWP OpCo Units that (assuming such units were fully exchanged for Class A common stock) represent at least five percent of the Company’s outstanding Class A common stock. 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, and (iii) subsequent to the Merger, cash from any other source. 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. 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 On August 23, 2022, the Company concluded an offer to holders of its then-outstanding warrants which provided the opportunity to receive shares of the Company’s Class A common stock in exchange for warrants tendered. This offer coincided with a solicitation of consents from holders of the public warrants to amend the warrant agreement (together, the “Warrant Exchange Offer”). As a result of the Warrant Exchange Offer, all public and private warrants were exchanged, collectively, for 1,565,948 shares of the Company’s Class A common stock, with a minimal cash settlement in lieu of partial shares. No public or private warrants remained outstanding after the Warrant Exchange Offer. The Company incurred $ 1.3 million of costs directly related to the Warrant Exchange Offer, which were recorded in Professional fees on the Consolidated Statements of Operations. Prior to the Warrant Exchange Offer, the warrants were recognized as liabilities with changes in fair value presented within Change in fair value of warrant liabilities on the Consolidated Statements of Operations. Note 11—Equity-Based Compensation PWP Omnibus Incentive Plan Awards Concurrent with the Business Combination, the Company adopted the Perella Weinberg Partners 2021 Omnibus Incentive Plan (the “PWP Incentive Plan”), which establishes a plan for the granting of various forms of incentive compensation awards, including restricted stock units (“RSUs”) and performance restricted stock units (“PSUs”), measured by reference to PWP Class A common stock (“PWP Incentive Plan Awards”). The PWP Incentive Plan established a reserve for a one-time grant of awards in connection with the Business Combination as well as a reserve for general purpose grants (the “General Share Reserve”). Grantees have rights to dividends declared during the vesting period and receive such dividends only upon vesting in the form of cash or dividend equivalent units. The Company uses newly issued shares of Class A common stock to satisfy vested awards, with the exception of shares issued out of treasury stock for vested awards (and related dividend equivalent units) held by French employees. Pursuant to the PWP Incentive Plan, the number of shares of Class A common stock reserved for issuance from the General Share Reserve increases each year. As of December 31, 2024, 9,515,113 total shares remained reserved and available for future issuance. 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”). 64 Perella Weinberg Partners Notes to Consolidated Financial Statements (Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted) The following table summarizes the activity related to the Transaction RSUs and Transaction PSUs during the year ended December 31, 2024: Transaction RSUs Transaction PSUs Number of Shares Weighted Average Grant Date Fair Value Per Share Number of Shares Weighted Average Grant Date Fair Value Per Share Balance at January 1, 2024 3,008,528 $ 11.55 10,400,155 $ 10.48 Granted (1) 3,687 $ 13.97 16,344 $ 12.74 Vested ( 1,730,932 ) $ 12.57 ( 3,030,910 ) $ 11.56 Forfeited ( 52,677 ) $ 13.97 ( 19,625 ) $ 12.74 Balance at December 31, 2024 1,228,606 $ 10.01 7,365,964 $ 10.04 __________________ (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 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 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, 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. Incremental compensation cost of $ 10.2 million related to the modification will be recognized over the remaining requisite service period. As of December 31, 2024, total unrecognized compensation expense related to unvested Transaction PSUs was $ 17.4 million, which is expected to be recognized over a weighted average period of 1.5 years. General Awards The Company grants units from the General Share Reserve from time to time in the ordinary course of business in the form of (a) RSUs that vest upon the achievement of service conditions (“General RSUs”) and (b) PSUs that only vest upon the achievement of both service and market conditions (“General PSUs”). 65 Perella Weinberg Partners Notes to Consolidated Financial Statements (Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted) The following table summarizes the activity related to the General RSUs and General PSUs during the year ended December 31, 2024: General RSUs General PSUs Number of Shares Weighted Average Grant Date Fair Value Per Share Number of Shares Weighted Average Grant Date Fair Value Per Share Balance at January 1, 2024 12,246,942 $ 10.17 1,000,000 $ 6.02 Granted (1) 7,049,087 $ 13.91 — $ — Vested ( 4,390,855 ) $ 10.29 — $ — Forfeited ( 220,564 ) $ 11.11 — $ — Balance at December 31, 2024 14,684,610 $ 11.92 1,000,000 $ 6.02 __________________ (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 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, 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 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. The Company estimated the fair value of the General PSUs on the grant date using a Monte-Carlo simulation valuation model with the following assumptions: Risk-free interest rate 4.07 % Dividend yield 2.72 % Volatility factor (1) 34.93 % ________________ (1) Based on historical peer company volatility. Legacy Awards and Professional Partners Awards 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 OCUs, VCUs, and/or ACUs. 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. 66 Perella Weinberg Partners Notes to Consolidated Financial Statements (Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted) 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: Year Ended December 31, 2024 2023 2022 Professional fees PWP Incentive Plan Awards $ 1,500 $ 2,089 $ 2,262 Equity-based compensation PWP Incentive Plan Awards $ 114,058 $ 104,159 $ 79,542 Legacy Awards — 9,674 13,241 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 Note 12—Other 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. 67 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, 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. There were no forfeitures during the years ended December 31, 2024, 2023, and 2022. 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 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. 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 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. 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, 2024 2023 Beginning balance $ 12,525 $ — Incurred expenses 3,249 37,265 Non-cash expenses ( 1,499 ) ( 15,681 ) Payments ( 14,275 ) ( 9,059 ) Ending balance $ — $ 12,525 68 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 calculations of basic and diluted net income (loss) per share attributable to Class A common shareholders are presented below: Year Ended December 31, 2024 2023 2022 Numerator: Net income (loss) attributable to Perella Weinberg Partners – basic $ ( 64,728 ) $ ( 17,223 ) $ 17,878 Dilutive effect from assumed exchange of PWP OpCo Units, net of tax — ( 97,775 ) ( 59,197 ) Net income (loss) attributable to Perella Weinberg Partners – diluted $ ( 64,728 ) $ ( 114,998 ) $ ( 41,319 ) Denominator: Weighted average shares of Class A common stock outstanding – basic 53,187,995 43,273,939 43,837,640 Weighted average number of incremental shares from assumed exchange of PWP OpCo Units — 43,505,113 45,917,992 Weighted average shares of Class A common stock outstanding – diluted 53,187,995 86,779,052 89,755,632 Net income (loss) per share attributable to Class A common shareholders Basic $ ( 1.22 ) $ ( 0.40 ) $ 0.41 Diluted $ ( 1.22 ) $ ( 1.33 ) $ ( 0.46 ) 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. 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. 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, 2024 2023 2022 Warrants (1) n/a n/a — PWP OpCo Units 34,588,419 — — PWP Incentive Plan Awards 10,941,161 2,186,189 369,413 Total 45,529,580 2,186,189 369,413 __________________ (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 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. 69 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 Fair value is generally based on quoted prices; however, if quoted market prices are not available, fair value is determined based on other relevant factors, including dealer price quotations, price activity for equivalent instruments and valuation pricing models. The Company established a fair value hierarchy which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of instrument, the characteristics specific to the instrument and the state of the marketplace (including the existence and transparency of transactions between market participants). Financial instruments with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices in an orderly market will generally have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories (from highest to lowest) based on inputs: Level 1—Unadjusted quoted prices are available in active markets for identical financial instruments as of the reporting date. Level 2—Pricing inputs are observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. Level 3—Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which level within the fair value hierarchy is appropriate for any given investment is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the instrument. 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. Fair Value of Financial Instruments The following table summarizes the categorization and fair value estimate of the Company’s financial instruments that are measured on a recurring basis pursuant to the above fair value hierarchy levels as of December 31, 2024 and 2023: December 31, 2024 Level 1 Level 2 Level 3 Total Financial asset U.S. Treasury securities $ 95,994 $ — $ — $ 95,994 December 31, 2023 Level 1 Level 2 Level 3 Total Financial assets U.S. Treasury securities $ 91,174 $ — $ — $ 91,174 The Company had no transfers between fair value levels during each of the years ended December 31, 2024 and 2023. 70 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. This amount is reported in Other income (expense) on the Consolidated Statements of Operations. Note 15—Related Party Transactions PWP Capital Holdings LP 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 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. The TSA was terminated as of January 1, 2024. The Company also subleased certain portions of its office space to Capital Holdings through October 2023. 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. With respect to services provided to Capital Holdings, the amounts paid and payable to such employees now and in the future are recognized by Capital Holdings. All compensation related to services these employees provide to the Company are included in Compensation and benefits on the Consolidated Statements of Operations. 71 Perella Weinberg Partners Notes to Consolidated Financial Statements (Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted) 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. 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. As of December 31, 2024, the Company had an amount due of $ 65.5 million pursuant to the tax receivable agreement, which represents management’s best estimate of the amounts currently expected to be owed in connection with the tax receivable agreement for the Business Combination and subsequent exchanges made to date and is reported within Amount due pursuant to tax receivable agreement on the Consolidated Statements of Financial Condition. The Company expects to make the following payments with respect to the tax receivable agreement, which are exclusive of potential payments in respect of future exchanges and may differ significantly from actual payments made: Years Ending: Estimated Payments Under Tax Receivable Agreement 2025 $ 1,420 2026 2,604 2027 3,752 2028 3,800 2029 3,851 Thereafter 50,066 Total payments $ 65,493 Partner Promissory Notes and Other Partner Loans The Company loaned money pursuant to promissory note agreements (the “Partner Promissory Notes”) to certain partners. 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. 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. 72 Perella Weinberg Partners Notes to Consolidated Financial Statements (Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted) Other Related Party Transactions 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. authorities. Note 16—Commitments and Contingencies Indemnifications The Company enters into certain contracts that contain a variety of indemnification provisions. The Company’s maximum exposure under these arrangements is unknown. As of December 31, 2024 and 2023, the Company expects no claims or losses pursuant to these contracts; therefore, no liability has been recorded related to these indemnification provisions. Legal Contingencies From time to time, the Company is named as a defendant in legal actions relating to transactions conducted in the ordinary course of business. Some of these matters may involve claims of substantial amounts. 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. 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: Advisory. 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. 73 Perella Weinberg Partners Notes to Consolidated Financial Statements (Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted) 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. 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: Year Ended December 31, 2024 2023 2022 Revenues United States $ 753,486 $ 530,284 $ 477,990 International 124,553 118,368 153,517 Total $ 878,039 $ 648,652 $ 631,507 December 31, 2024 2023 Assets United States $ 687,784 $ 569,332 International 188,967 191,776 Total $ 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, 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. This dividend will be paid on March 10, 2025 to Class A common stockholders of record on February 18, 2025. Holders of Class B common stock will also receive dividends equal to the amount of dividends made on 0.001 shares of Class A common stock. 74 Item 9. Changes in and Disagreement with Accountants on Accounting and Financial Disclosure None.