What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-02-27 compared with 2025-02-27 · 50 added, 56 removed, 211 unchanged (33% of the section changed)

9 unchanged sentences

Economic and global financial market conditions impact our financial performance.

The market environment for advisory services is improving, driving increased dialogue and activity levels across the traditional M&A markets.

Our core advisory services benefit from macroeconomic changes that impact our client base and lead them to consider business combinations, acquisitions and divestitures, capital raises and restructurings.

We continue to invest in our platform to achieve scale, accelerate growth, and deliver value.

14 unchanged sentences

We focus on dedicating the necessary resources and expertise to each engagement, regardless of product lines, to achieve the desired outcome for our clients.

Consequently, tracking the type of advisory service offered in each instance is not practical.

Consequently, disaggregation of revenues by type of advisory service offered would not provide a meaningful or reliable basis for presentation.

Operating Expenses

7 unchanged sentences

Prior to the Merger, the amortization expense for the Professional Partners Awards was allocated fully to non-controlling interests.

As a result of the Merger, these awards are considered granted by PWP OpCo and PWP OpCo as a whole bore the cost of the cash settlement feature of the awards, which was added in conjunction with the Merger.

As a result of the Merger, these awards were considered granted by PWP OpCo and PWP OpCo as a whole bore the cost of the cash settlement feature of the awards, which was added in conjunction with the Merger.

As a result, subsequent to the Merger, the Company allocated the costs associated with these 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.

7 unchanged sentences

Non-controlling interests represent the ownership interests in PWP OpCo held by holders other than Perella Weinberg Partners, which are current and former working partners.

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.

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 allocated to non-controlling interests prior to the Merger.

Results of Operations

15 unchanged sentences

Operating income (loss)

(78,532) (115,100) (47,733) 32 % (141) %

48,010 (78,532) (115,100) NM 32 %

Non-operating income (expenses)

3 unchanged sentences

3,505 10,277 1,348 (66) % 662 %

Change in fair value of warrant liabilities

— — 15,806 — % (100) %

Total non-operating income (expenses)

1 unchanged sentence

Income (loss) before income taxes

(68,255) (112,820) (21,420) 40 % (427) %

51,515 (68,255) (112,820) NM (40) %

Income tax expense (benefit)

21,089 (980) 10,327 NM NM

3,512 21,089 (980) (83) % NM

Net income (loss)

$ (89,344) $ (111,840) $ (31,747) 20 % (252) %

$ 48,003 $ (89,344) $ (111,840) NM 20 %

Net income (loss) attributable to non-controlling interests

(24,616) (94,617) (49,625) 74 % (91) %

12,526 (24,616) (94,617) NM 74 %

Net income (loss) attributable to Perella Weinberg Partners

6 unchanged sentences

Total advisory clients

Total Clients with Fees Greater than $1.0 million 141 123 127 18 (4)

Revenues were $878.0 million for the year ended December 31, 2024 as compared with $648.7 million for the year ended December 31, 2023, representing an increase of 35%.

The increase was attributable to increased mergers and acquisition and financing and capital solutions activity, driven by larger transactions in size and number across the business.

187 221 202 (34) 19

Total clients with fees greater than or equal to $1.0 million

136 141 123 (5) 18

Revenues were $750.9 million for the year ended December 31, 2025 as compared with $878.0 million for the year ended December 31, 2024, representing a decrease of 14%.

The decrease was primarily driven by decreased mergers and acquisition revenue, reflecting fewer and smaller transactions compared to prior year, partially offset by higher financing and capital solutions activity.

Compensation and Benefits Expenses

For the year ended December 31, 2024, total compensation and benefits expenses were $784.2 million, an increase of 29% compared with $608.9 million for the year ended December 31, 2023.

The increase in total compensation and benefits expenses was primarily the result of a higher bonus accrual in the current year period due to a higher revenue base, despite a lower compensation margin.

The increase was also driven by higher equity-based compensation expense from the phase-in of our annual incentive award grants, as well as the Vesting Acceleration, which resulted in $144.2 million of equity-based compensation expense for the Professional Partners Awards in the current year period as compared to $68.5 million in the prior year period for the same awards.

The increase in total compensation and benefits was partially offset by higher costs incurred in the prior year related to headcount reductions associated with a business realignment.

For the year ended December 31, 2025, total compensation and benefits expenses were $535.4 million, a decrease of 32% compared with $784.2 million for the year ended December 31, 2024.

The decrease in total compensation and benefits expenses was primarily driven by the Vesting Acceleration that occurred in the prior year period, which resulted in $144.2 million of equity-based compensation expense that did not recur in the current year.

The decrease was also the result of a lower bonus accrual in the current year period due to a lower revenue base, despite a higher compensation margin.

Non-Compensation Expenses

For the year ended December 31, 2024, total non-compensation expenses were $172.3 million, an increase of 11% compared with $154.8 million for the year ended December 31, 2023.

The increase in non-compensation expenses was primarily the result of an increase in professional fees, including consulting fees tied to revenue contribution, bad debt write-offs, and higher depreciation expense due to new assets being placed in service subsequent to the second quarter of 2023 related to the renovation of the New York office space and relocation of the London office space.

These increases were partially offset by reduced rent and occupancy costs.

For the year ended December 31, 2025, total non-compensation expenses were $167.5 million, a decrease of 3% compared with $172.3 million for the year ended December 31, 2024.

The decrease in non-compensation expenses was largely driven by lower general, administrative and other expenses and lower professional fees, partially offset by higher travel and technology costs.

Non-Operating Income (Expenses)

For the year ended December 31, 2025, non-operating income was $3.5 million compared with non-operating income of $10.3 million for the year ended December 31, 2024.

In the current period, non-operating income primarily included interest income, which increased from the prior year due to higher interest rates and larger interest-bearing cash balances, and a net gain from foreign exchange rate fluctuations, compared to a net loss in the prior year.

The decrease in non-operating income was primarily driven by lower interest income due to lower interest rates and smaller interest-bearing cash balances, as well as a net loss from foreign exchange rate fluctuations in the current period compared to a net gain in the prior year.

For both periods, foreign exchange rate fluctuations largely related to U.S.

dollar-denominated cash and intercompany balances held by our foreign subsidiaries, including the settlement of such balances.

The year ended December 31, 2023 also included a non-operating loss on investment that did not recur in the current year.

Income Tax Expense (Benefit)

The Company’s income tax expense and effective tax rate were $21.1 million and (30.9)%, respectively, for the year ended December 31, 2024 compared to an income tax benefit and an effective tax rate of $1.0 million and 0.9%, respectively, for the year ended December 31, 2023.

The change in the effective tax rate was primarily due to the relative size of our permanent differences in relation to the pre-tax loss in the respective periods, the Vesting Acceleration, and the recognition of tax benefits associated with the appreciation in our share price upon vesting of RSUs above the original grant price during the year ended December 31, 2024.

The Company’s income tax expense and effective tax rate were $3.5 million and 6.8%, respectively, for the year ended December 31, 2025 compared to income tax expense and an effective tax rate of $21.1 million and (30.9)%, respectively, for the year ended December 31, 2024.

The change in the effective tax rate was primarily due to the relative size of our permanent differences in relation to the pre-tax income (loss) in the respective periods, the Vesting Acceleration, and higher tax benefits recognized in the current year associated with the appreciation in our share price upon vesting of RSUs above the original grant price during the year ended December 31, 2025.

Liquidity and Capital Resources

1 unchanged sentence

Our primary sources of liquidity are generally our cash and cash equivalent balances, investments in short-term marketable debt securities, the net cash generated from operations, and the available borrowing capacity under our Revolving Credit Facility.

Our primary cash needs are for working capital, operating expenses (including cash compensation for our employees), repurchasing shares of the Company’s Class A common stock, withholding tax payments for vested incentive compensation awards, including restricted stock units and performance stock units (the “PWP Incentive Plan Awards”), cash-settled exchanges of PWP OpCo Units, income taxes, dividends and distributions, capital expenditures, making payments pursuant to the tax receivable agreement, commitments, and strategic investments.

Our primary cash needs are typically for working capital, operating expenses (including cash compensation for our employees), repurchasing shares of the Company’s Class A common stock, withholding tax payments for vested incentive compensation awards, including restricted stock units and performance stock units (the “PWP Incentive Plan Awards”), cash-settled exchanges of PWP OpCo Units, income taxes, dividends and distributions, capital expenditures, making payments pursuant to the tax receivable agreement, commitments, and strategic investments.

We generally pay a significant portion of our annual cash incentive compensation during the first quarter of each calendar year with respect to the prior year’s results.

Therefore, levels of cash and cash equivalents and/or investments in short-term marketable debt securities generally decline during the first quarter and build over the remainder of the year.

Our current assets are primarily composed of cash and cash equivalents, investments in short-term marketable debt securities, receivables related to fees earned from providing advisory services, certain prepaid expenses and certain amounts due from related parties.

Our current assets are typically composed of cash and cash equivalents, investments in short-term marketable debt securities, receivables related to fees earned from providing advisory services, certain prepaid expenses and certain amounts due from related parties.

Our current liabilities are primarily composed of accrued employee compensation, accounts payable and other accrued expenses.

Cash and cash equivalents include cash held at banks, including interest-bearing money market accounts, and short-term highly liquid investments that have original maturities of three months or less from the date of purchase.

We had cash balances of $331.6 million and $247.2 million as of December 31, 2024 and 2023, respectively, and cash equivalents of $20.2 million as of December 31, 2024, which included investments in U.S.

Cash and cash equivalents include cash held at banks, including interest-bearing money market accounts, and any short-term highly liquid investments that have original maturities of three months or less from the date of purchase.

We had cash balances of $255.9 million and $331.6 million as of December 31, 2025 and 2024, respectively.

As of December 31, 2024, we held investments in U.S.

Treasury securities, $20.2 million of which was presented within Cash and cash equivalents and $75.8 million of which was classified as Investments in short-term marketable debt securities within the consolidated financial statements.

As of December 31, 2025, we held no cash equivalents and no investments in U.S.

Treasury securities.

As of December 31, 2023, we held no cash equivalents.

Additionally, as of December 31, 2024 and 2023, we held U.S.

Treasury securities of $75.8 million and $91.2 million, respectively, which are classified as Investments in short-term marketable debt securities within the consolidated financial statements.

Our liquidity is highly dependent upon cash receipts from clients, which generally require the successful completion of transactions.

5 unchanged sentences

For further information on the Revolving Credit Facility, refer to Note 10—Debt in the notes to consolidated financial statements included elsewhere in this Form 10-K.

On March 1, 2024, we 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 second quarter of 2024, we paid or accrued a combined $86.6 million in settlement of certain Professional Partners Awards in connection with the Vesting Acceleration.

Refer to Note 11—Equity-Based Compensation in the notes to the consolidated financial statements for further information regarding the Vesting Acceleration.

Also during the year ended December 31, 2024, we elected to settle exchanges of certain PWP OpCo Units and corresponding shares of Class B common stock for $63.4 million in cash.

During the year ended December 31, 2024, we made $70.4 million of withholding tax payments for vested PWP Incentive Plan Awards.

Withholding tax payments for vested equity-classified Professional Partners Awards are included in the above-disclosed amount paid or accrued in settlement of certain Professional Partners Awards in connection with the Vesting Acceleration.

Based on current market conditions, we believe that our cash on hand, cash equivalents, investments in short-term marketable debt securities, net cash generated from operations, and the available borrowing capacity under our Revolving Credit Facility will be sufficient to meet our operating needs and commitments for the next twelve months;

On October 1, 2025, we acquired Devon Park Advisors, LLC, for a purchase price of $49.2 million, which included cash consideration of $23.0 million.

During the year ended December 31, 2025, we made $78.1 million of withholding tax payments for vested PWP Incentive Plan Awards and elected to settle exchanges of certain PWP OpCo Units and corresponding shares of Class B common stock for $28.3 million in cash.

We also repurchased 1,829,337 shares at an average price per share of $18.40 pursuant to our share repurchase program.

Based on current market conditions, we believe that our cash on hand, net cash generated from operations, and the available borrowing capacity under our Revolving Credit Facility will be sufficient to meet our operating needs and commitments for the next twelve months;

however, if these sources of liquidity are not sufficient, we may seek additional debt or equity financing.

25 unchanged sentences

Year Ended December 31, 2025

Operating activities resulted in a net cash inflow of $223.4 million primarily attributable to cash collections from clients, net of cash operating expense outflows, including the settlement of liability-classified Professional Partners Awards during the second quarter and discretionary bonuses paid during the first quarter of 2024 with respect to prior year compensation expense.

Operating activities resulted in a net cash inflow of $34.8 million primarily attributable to cash collections from clients, net of cash operating expense outflows, including bonuses paid during the first quarter of 2025 with respect to prior year compensation expense.

Investing activities resulted in a net cash inflow of $51.7 million attributable to the maturation of investments in U.S.

Treasury securities, which was partially offset by the cash paid to acquire Devon Park Advisors, LLC.

Financing activities resulted in a net cash outflow of $168.6 million primarily due to withholding tax payments for vested PWP Incentive Plan Awards, the cash settlement of exchanges of PWP OpCo Units, share repurchases, and dividend payments.

Year Ended December 31, 2024

Operating activities resulted in a net cash inflow of $223.4 million primarily attributable to cash collected from clients, net of cash operating expense outflows, including the settlement of liability-classified Professional Partners Awards during the second quarter and bonuses paid during the first quarter of 2024 with respect to prior year compensation expense.

Investing activities resulted in a net cash outflow of $0.1 million attributable to the purchase of investments in U.S.

Treasury securities and payments for additional investments and capital expenditures related to office space renovations, which was almost fully offset by a cash inflow from the maturation of investments in U.S.

Treasury securities.

Treasury securities, which was almost fully offset by the purchase of additional investments and capital expenditures related to office space renovations.

Financing activities resulted in a net cash outflow of $137.3 million primarily due to withholding tax payments for vested PWP Incentive Plan Awards and equity-classified Professional Partners Awards, the cash settlement of exchanges of PWP OpCo Units, share repurchases, dividend payments, and distributions to partners, all of which was partially offset by the issuance of 5,750,000 shares of Class A common stock for net proceeds of $66.0 million.

Year Ended December 31, 2023

Operating activities resulted in a net cash inflow of $145.9 million primarily attributable to cash collected from clients, net of cash operating expense outflows, including discretionary bonuses paid during the first quarter of 2023 with respect to prior year compensation expense.

Investing activities resulted in a net cash outflow of $5.8 million largely attributable to the purchase of investments in U.S.

Treasury securities and the purchase of leasehold improvement fixed assets associated with the renovation of the New York office space and relocation of the London office space, partially offset by a cash inflow from the maturation of investments in U.S.

Treasury securities.

Financing activities resulted in a net cash outflow of $67.0 million primarily related to withholding tax payments for vested PWP Incentive Plan Awards, the repurchase of shares pursuant to the stock repurchase program, dividend payments, and distributions to partners.

For a discussion of the year ended December 31, 2023, refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Cash Flows” in our Form 10-K for the year ended December 31, 2024.

1 unchanged sentence

Our board of directors approved a stock repurchase program under which we are authorized to repurchase up to $200.0 million of our Class A common stock with no requirement to purchase any minimum number of shares.

During the year ended December 31, 2024, we repurchased 1,000,000 founder shares at a purchase price of $15.00 per share.

As of December 31, 2025, $60.2 million remains of the $200.0 million authorized for share repurchases.

32 unchanged sentences

When we invest our excess cash, we manage our credit risk exposure by holding investments primarily with investment grade credit quality.

As of December 31, 2024, the Company held investments of $96.0 million in U.S.

Treasury securities with maturities of less than 12 months.

Of this amount, $20.2 million is presented in Cash and cash equivalents and $75.8 million is presented in Investments in short-term marketable debt securities on the Consolidated Statements of Financial Condition.

This amount is typically presented in Cash and cash equivalents and/or in Investments in short-term marketable debt securities on the Consolidated Statements of Financial Condition.

The Company held no such investments as of December 31, 2025.

Exchange Rate Risk

We are exposed to exchange rate risk as a result of having foreign subsidiaries with non-U.S.

dollar functional currencies as well as from entering into transactions and holding monetary assets and liabilities that are not denominated in the functional currency of its operating subsidiaries.

dollar functional currencies as well as from entering into transactions and holding monetary assets and liabilities that are not denominated in the functional currency of our operating subsidiaries.

Specifically, the reported amounts in our consolidated financial statements may be affected by movements in the rate of exchange between the pound sterling, euro, and Canadian dollar and our reporting currency, the U.S.

For the years ended December 31, 2024 and 2023, the net impact of non-functional currency-related transaction gains and losses recorded in Other income (expense) on our Consolidated Statements of Operations was a $1.3 million gain and a $3.3 million loss, respectively, primarily related to U.S.

For the years ended December 31, 2025 and 2024, the net impact of non-functional currency-related transaction gains and losses recorded in Other income (expense) on our Consolidated Statements of Operations was a $2.3 million loss and a $1.3 million gain, respectively, primarily related to U.S.

dollar-denominated cash and intercompany receivables held by our foreign subsidiaries as the strength of the U.S.

dollar fluctuated.

For the years ended December 31, 2024 and 2023, the net impact from the fluctuation of foreign currencies recorded in Foreign currency translation gain (loss) on our Consolidated Statements of Comprehensive Income (Loss) was a $2.5 million loss and a $4.1 million gain, respectively.

For the years ended December 31, 2025 and 2024, the net impact from the fluctuation of foreign currencies recorded in Foreign currency translation gain (loss) on our Consolidated Statements of Comprehensive Income (Loss) was a $5.3 million gain and a $2.5 million loss, respectively.

We have not entered into any transactions to hedge our exposure to these foreign currency fluctuations using derivative instruments or other methods but may do so if we deem appropriate in the future.

35 unchanged sentences

Refer to Note 12—Equity-Based Compensation in the notes to the consolidated financial statements.

Business Combination

Accounting for a business combination requires management to make certain estimates and assumptions, especially with regard to the valuation of intangibles assets and contingent consideration.

The amounts and useful lives assigned to acquisition-related intangible assets impact the amount and timing of future amortization expense.

Contingent consideration arrangements are revalued to fair value each reporting period with changes in fair value recognized in earnings.

Refer to Note 3—Business Combination in the notes to the consolidated financial statements.

Quantitative and Qualitative Disclosures About Market Risk

1 unchanged sentence

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

What changed 10-K

Item 7. Management’s Discussion and Analysis