What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-02-27 · 264 added, 186 removed, 957 unchanged (32% of the section changed)

26 unchanged sentences

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.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates 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 the critical audit matter 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 matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

Transaction-related Advisory Service Revenue

11 unchanged sentences

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

Internal Reorganization Accounting and Reporting

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

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

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

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

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

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

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

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

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

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

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

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

/s/ Ernst & Young LLP

36 unchanged sentences

Redeemable non-controlling interests ( 22,139,506 units at redemption value of $ 17.53 per unit as of December 31, 2025;

27,460,600 units at redemption value of $ 23.71 per unit as of December 31, 2024)

388,099 651,140

Class A common stock, par value $ 0.0001 per share ( 1,500,000,000 shares authorized, 81,308,801 issued and 66,739,647 outstanding at December 31, 2025;

9 unchanged sentences

( 138,449 ) ( 111,484 )

Total Perella Weinberg Partners equity

( 421,375 ) 152,656

Non-controlling interests

Total equity ( 127,359 ) ( 421,375 )

34 unchanged sentences

3,505 10,277 1,348

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

Total non-operating income (expenses)

52 unchanged sentences

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

Issuance of Class A common stock and exchange of PWP OpCo Units with corresponding Class B common stock for cash using 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 11—Stockholders’ Equity and Redeemable Non-Controlling Interests)

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

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

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

1 unchanged sentence

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 $ —

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) — — — — — — — ( 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

1 unchanged sentence

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 — — — — — — ( 16,743 ) — — — ( 16,743 ) —

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)

2 unchanged sentences

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

Issuance of Class A common stock in public offering (Note 11—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 11—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 11—Stockholders’ Equity and Redeemable Non-Controlling Interests)

1 unchanged sentence

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

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

Changes 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

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) — — — — — — — 35,477 — — 35,477 12,526

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

Issuance of Class A common stock related to Devon Park Acquisition 355,036 — — — — — — 22,708 — — 22,708 —

Equity-based awards — — — — — — 28,086 82,409 — — 110,495 —

Distributions to partners — — — — — — — — — ( 2,867 ) ( 2,867 ) ( 19,638 )

Issuance of Class A common stock for vested PWP Incentive Plan Awards 4,354,013 — 623,158 — — 6,690 — ( 6,690 ) — — — —

Withholding tax payments on vested PWP Incentive Plan Awards and equity-classified ACUs — — — — — — ( 1,281 ) ( 76,802 ) — — ( 78,083 ) —

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

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

2 unchanged sentences

Other — — — — — — 2,074 1,134 — — 3,208 ( 4 )

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 11—Stockholders’ Equity and Redeemable Non-Controlling Interests)

6 unchanged sentences

Balance at December 31, 2025 81,308,801 22,139,506 ( 14,569,154 ) $ 8 $ 2 $ ( 138,449 ) $ 144,197 $ ( 130,596 ) $ ( 2,521 ) $ — $ ( 127,359 ) $ 388,099

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.

12 unchanged sentences

20,832 20,379 14,679

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

Foreign currency revaluation 543 575 2,450

21 unchanged sentences

Cash flows from investing activities

Payment for Devon Park Acquisition, net of cash acquired ( 18,858 ) — —

Purchases of fixed assets

2 unchanged sentences

Maturities of investments in short-term marketable debt securities 74,911 91,188 140,551

— 488 ( 500 )

Net cash provided by (used in) investing activities

2 unchanged sentences

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 ( 28,258 ) ( 63,376 ) —

22 unchanged sentences

Accrued distributions to partners $ — $ 4,233 $ —

$ 4,233 $ — $ —

Accrued capital expenditures $ 1,856 $ 865 $ 11,319

Accrued dividend equivalents and dividend equivalent units on unvested PWP Incentive Plan Awards $ 5,980 $ 6,796 $ 7,278

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

Non-cash paydown of Partner promissory notes $ 534 $ 3,944 $ 1,547

Deferred tax effect resulting from changes in ownership and exchanges of PWP OpCo Units, net of amounts payable under tax receivable agreement $ 8,577 $ 8,525 $ 1,485

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

Accrued treasury stock purchases $ — $ — $ 235

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

8 unchanged sentences

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”).

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, private funds 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 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.

21 unchanged sentences

(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.

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, fair value measurement and impairment assessment 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

3 unchanged sentences

As of December 31, 2025 and 2024, the Company had restricted cash of $ 1.1 million and $ 1.2 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.

As of December 31, 2025, the Company held no cash equivalents.

The Company held $ 20.2 million cash equivalents as of December 31, 2024, which was composed of investments in U.S.

Treasury securities.

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.

2 unchanged sentences

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.

As of December 31, 2024, Investments in short-term marketable debt securities on the Consolidated Statements of Financial Condition consisted 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.

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

There were no similar investments held as of December 31, 2025.

Accounts Receivable, Net of Allowance

2 unchanged sentences

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 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 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.

12 unchanged sentences

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.

Identifiable finite-lived intangible assets are amortized on a straight-line basis over the applicable estimated useful life, 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.

4 unchanged sentences

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.

Prepaid compensation assets subject to service requirements, income tax receivables, and expected insurance reimbursements related to litigation costs are other key components of Prepaid expenses and other assets.

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

6 unchanged sentences

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 determination of an appropriate incremental borrowing rate requires significant assumptions and judgment 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.

The Company subleases certain portions its office space to a third party.

Sublease income is recognized on a straight-line basis over the term of the lease.

The Company elected the practical expedient not to separate lease components and non-lease components for subleases.

Tax Receivable Agreement

6 unchanged sentences

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.

As of December 31, 2025 and 2024, the net assets of PWP OpCo were $ 235.3 million and $ 197.6 million, respectively.

As of December 31, 2025 and 2024, the Company did not consolidate any VIEs other than PWP OpCo.

Fair Value of Financial Instruments

19 unchanged sentences

(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.

Changes in the current redemption value are recorded to Additional paid-in capital immediately as they occur.

The magnitude of these changes may exceed the available balance of Additional paid-in capital, resulting in subsequent equity transactions being recorded to Accumulated deficit.

The Company tracks amounts recorded directly to Accumulated deficit and resumes recognition of Additional paid-in capital only once the cumulative amount recorded to Accumulated deficit is fully offset.

As of December 31, 2024, a cumulative adjustment of $ 161.6 million was recorded to Accumulated deficit after Additional paid-in capital was fully utilized, driven by an increase in the redemption value of Redeemable non-controlling interests.

During the year ended December 31, 2025, equity transactions offset the cumulative amount recorded to Accumulated deficit and restored an Additional paid-in capital balance.

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.

As of December 31, 2025 and 2024, there were no non-controlling interests considered mandatorily redeemable.

Repurchases of Common Stock

2 unchanged sentences

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.

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

Revenue Recognition

13 unchanged sentences

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

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

75 unchanged sentences

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

Business Combination

The Company accounts for business combinations under the acquisition method of accounting, which requires an allocation of the total consideration paid for the acquired business to the identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date.

Any excess of fair value of total consideration paid over the fair value of the net assets acquired is recognized as goodwill.

Contingent consideration obligations are recognized at the acquisition date as part of the fair value transferred in exchange for the acquired business.

Contingent consideration arrangements are revalued to fair value each reporting period.

Recently Adopted Accounting Pronouncements

2 unchanged sentences

Refer to Note 18—Segment and Geographic Information for the Company’s segment disclosures.

Income Taxes —Effective for the year ended December 31, 2025, the Company retrospectively adopted Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which amends the guidance in ASC Topic 740, Income Taxes, 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.

Refer to Note 9—Income Taxes for the Company’s expanded income tax 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.

Expense Disaggregation —In November 2024, the Financial Accounting Standards Board (“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, 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 amendments can be applied prospectively or retrospectively and early adoption is permitted.

The Company does not expect the adoption of ASU 2024-03 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.

Credit Losses —In July 2025, the FASB issued Accounting Standards Update 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which amends the guidance in ASC Topic 326, Financial Instruments—Credit Losses, to reduce the uncertainty inherent in developing reasonable and supportable forecasts, simplify the process for preparing the estimate of expected credit losses, and eliminate the need for certain documentation.

The amendments in ASU 2025-05 are effective for the Company beginning with the interim periods within the annual period ended December 31, 2026.

The amendments are to be applied prospectively with early adoption permitted.

The Company does not expect the adoption of ASU 2025-05 to have a material impact on the consolidated financial statements.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

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

Internal-Use Software — In September 2025, the FASB issued Accounting Standards Update 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which amends the guidance in ASC Subtopic 350-40, Intangibles—Goodwill and Other—Internal-Use Software, to clarify and increase the operability of applying the internal-use software guidance to software costs incurred in an iterative development environment.

The amendments in ASU 2025-06 are effective for the Company beginning with the interim periods within the annual period ended December 31, 2028.

The amendments can be applied prospectively, retrospectively, or on a modified transition approach based on the status of the project and whether software costs were capitalized before the date of adoption.

Early adoption is permitted.

The Company does not expect the adoption of ASU 2025-06 to have a material impact on the consolidated financial statements.

Note 3—Business Combination

On October 1, 2025 (the “Acquisition Closing”), the Company completed the acquisition of Devon Park Advisors, LLC, including its wholly owned broker-dealer subsidiary, Devon Park Securities, LLC (collectively, “Devon Park”), an advisory firm founded in 2021 specializing in transactions related to GP-led secondaries, GP advisory, and fund secondaries (the “Devon Park Acquisition”).

The purchase price of $ 49.2 million consisted of cash consideration of $ 23.0 million, equity consideration of $ 22.7 million, and contingent consideration of $ 3.5 million.

The equity consideration of 1,065,110 shares of Class A common stock had a fair value of $ 22.7 million as of the Acquisition Closing and will be delivered in three equal share installments with the first delivered at the Acquisition Closing and the remaining to be delivered in the third quarters of 2026 and 2027.

The Company also entered into acquisition-related compensation arrangements with certain employees of Devon Park amounting to $ 7.2 million in the form of guaranteed cash bonuses, retention bonuses to be paid in three annual installments, and restricted stock units (“RSUs”) that vest over three years .

Compensation expense is amortized on a straight-line basis over the requisite service period.

Since the arrangements compensate employees for future services, the value of these arrangements was not included in the purchase price.

The contingent consideration includes additional cash or equity consideration (the “Earn-out”) that may be earned if certain client engagements generate revenue within one year of the Acquisition Closing.

The Company recorded a $ 3.5 million liability as of the acquisition date for the fair value of the Earn-out, which is included in Accounts payable, accrued expenses and other liabilities on the Consolidated Statements of Financial Condition.

Adjustments to the fair value of the Earn-out after the Acquisition Closing are recorded within Other income (expense) on the Consolidated Statements of Operations.

The terms of the Earn-out allow for settlement in both cash and shares of PWP Class A common stock on various settlement dates which depend on the timing of cash receipts from clients.

Amounts settled with shares of Class A common stock are delivered in three equal annual installments, although PWP has sole discretion to settle fully in cash.

The Company recorded $ 38.3 million of goodwill on the Consolidated Statements of Financial Condition, all of which is expected to be deductible for income tax purposes.

In management's opinion, the goodwill represents the reputation, operating expertise, and assembled workforce value of Devon Park, as well as expected synergies arising from the combined entity.

The Company acquired customer relationships in the Devon Park Acquisition that were deemed identifiable intangible assets with an acquisition-date fair value of $ 7.1 million.

Transaction costs of $ 0.8 million were incurred during the year ended December 31, 2025 and are included in Professional fees on the Consolidated Statements of Operations.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

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

The following table summarizes the estimated fair values of assets acquired and liabilities assumed as of the date of the Devon Park Acquisition:

Cash and cash equivalents $ 4,187

Accounts receivable 170

Prepaid expenses and other assets 214

Right-of-use lease asset 144

Intangible assets 7,100

Goodwill 38,308

Total assets acquired $ 50,123

Accounts payable, accrued expenses and other liabilities

Lease liability 144

Total liabilities assumed 880

Total net assets acquired $ 49,243

The results of operations of Devon Park have been included in the Company’s consolidated financial statements prospectively beginning on the acquisition date.

Devon Park has been fully integrated with the Company’s existing operations.

Accordingly, post-acquisition revenues and net income are not discernible.

Pro forma financial information for Devon Park is not presented as the impact to the Company’s historical results is not material.

Note 4—Revenue and Receivables from Contracts with Customers

5 unchanged sentences

Total revenues $ 750,903 $ 878,039 $ 648,652

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 $ 5.4 million, $ 7.4 million, and $ 6.2 million for the years ended December 31, 2025, 2024, and 2023, respectively.

6 unchanged sentences

The Company recognized previously deferred revenue of $ 0.5 million, $ 0.7 million, and $ 4.6 million for the years ended December 31, 2025, 2024, and 2023, respectively, which was primarily related to transaction-related advisory services that are recognized over time.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

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

Accounts Receivable and Allowance for Credit Losses

1 unchanged sentence

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.

As of December 31, 2025, certain accounts receivable in the aggregate amount of $ 22.3 million were individually greater than 10% of the Company’s gross accounts receivable and were concentrated with three clients.

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

12 unchanged sentences

$ 1,496 $ 1,642 $ 2,198

Perella Weinberg Partners

Notes to Consolidated Financial Statements

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

Note 5—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,

On April 1, 2025, the Company entered into a seven-year agreement to sublease a portion of its New York office to a third party.

The sublease term commenced in September 2025 and continues through August 2032.

Sublease income is presented net within Rent and occupancy on the Consolidated Statements of Operations.

In December 2025, the Company modified its Houston office lease and extended the lease term by approximately 13 years with an expiration date of January 31, 2041.

The lease liability was remeasured as of the modification date, resulting in an increase of $ 4.3 million and a corresponding increase to the right-of-use asset.

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

Weighted-average discount rate – operating leases

12 unchanged sentences

(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:

Perella Weinberg Partners

Notes to Consolidated Financial Statements

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

As of December 31, 2025, the maturities of undiscounted cash payments and cash receipts for operating leases are as follows:

Years Ending:

Operating Leases

Operating Lease Payments Sublease Receipts Net Payments

$ 18,472 3,461 $ 15,011

20,717 4,153 16,564

20,171 4,153 16,018

20,996 4,153 16,843

20,487 4,153 16,334

Thereafter 153,177 7,379 145,798

Total lease payments (1)

254,020 $ 27,452 $ 226,568

Imputed interest

2 unchanged sentences

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

Perella Weinberg Partners

Notes to Consolidated Financial Statements

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

Note 6—Goodwill and Intangible Assets

In connection with a business combination in 2016, the Company recorded goodwill in the amount of $ 34.4 million.

Total goodwill of $ 72.7 million is comprised of $ 34.4 million recognized in connection with a business combination in 2016 and $ 38.3 million recognized as a result of the Devon Park Acquisition.

Based on the Company’s quantitative assessment for impairment, no goodwill impairment was recorded during the years ended December 31, 2025, 2024, and 2023.

Intangible assets in the form of customer relationships were acquired in the Devon Park Acquisition.

The estimated fair value of $ 7.1 million will be amortized on a straight-line basis over an estimated useful life of three years .

The following table provides the detail of the Company’s intangible assets:

9 unchanged sentences

$ 65,800 $ ( 53,188 ) $ 12,612

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.

For the years ended December 31, 2025, 2024, and 2023, the Company recognized amortization expense of $ 7.2 million, $ 6.6 million, and $ 6.6 million, respectively, all of which is included in Depreciation and amortization on the Consolidated Statements of Operations.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

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

The following table summarizes the future aggregate amortization expense of the Company’s intangible assets held at December 31, 2025:

Total $ 12,523

Note 7—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).

The SEC regulated subsidiaries do not hold funds or securities for, or owe money or securities to, clients or carry accounts of or for clients, and as such are exempt from the SEC Customer Protection Rule (Rule 15c3-3).

As of December 31, 2025 and 2024, all regulated subsidiaries had capital in excess of their applicable minimum capital requirements.

12 unchanged sentences

Amortization expense related to software costs was $ 0.4 million, $ 0.1 million, and $ 0.3 million for the years ended December 31, 2025, 2024, and 2023, respectively.

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 9—Income Taxes

1 unchanged sentence

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).

The Company is subject to certain foreign, state and local entity-level taxes (for example, the New York City Unincorporated Business Tax, or “UBT”).

These taxes have been reflected in the Company’s consolidated financial statements and allocated between the Company and the non-controlling interest holders.

9 unchanged sentences

$ 51,515 $ ( 68,255 ) $ ( 112,820 )

Perella Weinberg Partners

Notes to Consolidated Financial Statements

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

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

26 unchanged sentences

2025 2024 2023

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 ) %

federal statutory tax rate

10,818 21.0 % ( 14,334 ) 21.0 % ( 23,692 ) 21.0 %

State and local income taxes, net of federal income tax effect (1)

3,040 5.9 % 4,612 ( 6.8 ) % 475 ( 0.4 ) %

Foreign tax effects

United Kingdom

Share-based payment awards

( 1,741 ) ( 3.4 ) % ( 1,203 ) 1.8 % 167 ( 0.1 ) %

Other 470 0.9 % 313 ( 0.5 ) % ( 983 ) 0.9 %

Share-based payment awards

552 1.1 % ( 896 ) 1.3 % 492 ( 0.4 ) %

Anti-hybrid mismatch rules

( 788 ) ( 1.5 ) % 569 ( 0.8 ) % 483 ( 0.4 ) %

Other 117 0.2 % 227 ( 0.3 ) % ( 458 ) 0.4 %

726 1.4 % ( 92 ) 0.1 % 105 ( 0.1 ) %

Other ( 517 ) ( 1.0 ) % ( 76 ) 0.1 % 67 ( 0.1 ) %

Other foreign jurisdictions

110 0.2 % 124 ( 0.2 ) % 277 ( 0.2 ) %

Effect of cross-border tax laws

Branch income

1,721 3.3 % 1,879 ( 2.8 ) % ( 928 ) 0.8 %

Changes in valuation allowances

1,347 2.6 % — — % — — %

Nontaxable or nondeductible items

Excess tax benefit on share-based payments

( 14,545 ) ( 28.2 ) % ( 8,812 ) 12.9 % 251 ( 0.2 ) %

Non-deductible compensation expense

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

Non-deductible expenses

3,436 6.7 % 35,246 ( 51.6 ) % 11,726 ( 10.4 ) %

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 ) %

(Income) loss allocated to non-controlling interests

( 1,888 ) ( 3.7 ) % 3,697 ( 5.4 ) % 11,991 ( 10.6 ) %

Meals and entertainment

713 1.4 % 794 ( 1.2 ) % 389 ( 0.3 ) %

Changes in unrecognized tax benefits

448 0.9 % ( 1,581 ) 2.3 % ( 2,003 ) 1.8 %

Other adjustments

( 507 ) ( 1.0 ) % 622 ( 0.8 ) % 661 ( 0.8 ) %

Effective tax rate

$ 3,512 6.8 % $ 21,089 ( 30.9 ) % $ ( 980 ) 0.9 %

__________________

(1) State and local income taxes in California, New York and New York City for the years ended December 31, 2025, 2024, and 2023 made up the majority (greater than 50%) of the tax effect in this category.

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

1 unchanged sentence

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.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

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

A reconciliation of the total income taxes paid for the years ended December 31, 2025, 2024, and 2023 is as follows:

Year Ended December 31,

2025 2024 2023

$ 8,248 $ 6,652 $ —

state and local

New York State 441 194 —

New York City 1,382 927 1,030

California 423 646 —

Texas 453 401 —

Other 444 79 371

Total state and local $ 3,143 $ 2,247 $ 1,401

United Kingdom $ — $ ( 312 ) $ 950

France 78 11 ( 6 )

Germany ( 680 ) 476 533

Germany - Trade Tax ( 875 ) 516 581

Canada ( 675 ) 693 1,109

Total foreign $ ( 2,152 ) $ 1,384 $ 3,167

Total income taxes paid $ 9,239 $ 10,283 $ 4,568

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.

29 unchanged sentences

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

As of December 31, 2025 the Company has a foreign tax credit carryforward of $ 0.6 million which expires in 2035 and New York City UBT credits of $ 1.9 million which expire between 2028 and 2032.

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.

As of December 31, 2025 and 2024, the Company recognized a valuation allowance of $ 3.6 million and $ 2.0 million, respectively, related to certain deferred tax assets that the Company does not expect to realize, a majority of which is attributable to the New York City UBT credits.

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.

19 unchanged sentences

As of December 31, 2025 and 2024, 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.

The Company has a revolving credit facility (the “Revolving Credit Facility”) through a credit agreement with Cadence Bank (the “Credit Agreement”), with an available line of credit of $ 50.0 million and with up to $ 20.0 million of available incremental revolving commitments.

Effective December 31, 2024, the maturity date was extended from July 1, 2025 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.

8 unchanged sentences

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”).

Class B-1 common stock and Class B-2 common stock, the latter of which was 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 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.

8 unchanged sentences

Since inception of the share repurchase program, 14,750,036 shares have been purchased at an average price per share of $ 9.48 through December 31, 2025 for a total purchase price of $ 139.8 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.

On August 9, 2021, prior to the implementation of the stock repurchase program, 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

15 unchanged sentences

For the years ended December 31, 2025, 2024, and 2023, the Company settled exchanges of certain PWP OpCo Units and certain shares of Class B common stock for 4,055,056 , 4,779,321 , and 2,977,506 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.

Separately, during the year ended December 31, 2025, the Company elected to settle exchanges of 1,270,086 PWP OpCo Units and corresponding shares of Class B common stock at an average price of $ 22.65 per PWP OpCo Unit for $ 28.3 million in cash as well as the non-cash settlement of certain partner promissory notes.

Additionally, 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 16—Related Party Transactions for more information on the non-cash settlement of partner promissory notes.

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 12—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”).

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 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”).

21 unchanged sentences

__________________

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

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

3 unchanged sentences

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.

As of December 31, 2025, the price targets ranging from $ 12.00 and $ 20.00 as well as substantially all of the $ 25.00 price target were met for the Transaction PSUs.

The total fair value of Transaction PSUs that vested during the years ended December 31, 2025, 2024, and 2023 was $ 44.3 million, $ 61.8 million, and $ 0.2 million, respectively.

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.

Incremental compensation cost of $ 10.2 million related to the modification is being recognized over the remaining requisite service period.

As of December 31, 2025, total unrecognized compensation expense related to unvested Transaction PSUs was $ 5.8 million, which is expected to be recognized over a weighted average period of 0.7 years.

21 unchanged sentences

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.

No General PSUs vested during the years ended December 31, 2025, 2024 and 2023 and none were granted for the years ended December 31, 2025 and 2024.

As of December 31, 2025, the price targets ranging from $ 15.00 to $ 20.00 as well as substantially all of the $ 25.00 price target were met for the General PSUs.

As of December 31, 2025, total unrecognized compensation expense related to unvested General PSUs was $ 1.4 million, which is expected to be recognized over a weighted average period of 1.9 years.

5 unchanged sentences

(1) Based on historical peer company volatility.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

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

Legacy Awards and Professional Partners Awards

10 unchanged sentences

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

Perella Weinberg Partners

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.

4 unchanged sentences

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.

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

As of December 31, 2025, the amount was fully settled.

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.

1 unchanged sentence

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.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

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

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:

6 unchanged sentences

Legacy Awards

— 9,674 13,241

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

5 unchanged sentences

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

Perella Weinberg Partners

Notes to Consolidated Financial Statements

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

Deferred Compensation Programs

1 unchanged sentence

As of December 31, 2025 and 2024, 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.

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

Refer to Note 16—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

7 unchanged sentences

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,

Beginning balance

Incurred expenses

Non-cash expenses

( 1,499 ) ( 15,681 )

( 14,275 ) ( 9,059 )

Ending balance

As of December 31, 2024, all of the expected Business Realignment costs were incurred and there were no remaining liabilities outstanding.

Perella Weinberg Partners

7 unchanged sentences

Dilutive effect from assumed exchange of PWP OpCo Units, net of tax 9,936 — ( 97,775 )

Dilutive effect from assumed vesting of PWP Incentive Plan Awards, net of tax

Net income (loss) attributable to Perella Weinberg Partners – diluted $ 47,151 $ ( 64,728 ) $ ( 114,998 )

1 unchanged sentence

Weighted average number of incremental shares from assumed exchange of PWP OpCo Units 24,966,231 — 43,505,113

Weighted average number of incremental shares from assumed vesting of PWP Incentive Plan Awards

11,673,973 — —

Weighted average shares of Class A common stock outstanding – diluted 100,848,937 53,187,995 86,779,052

11 unchanged sentences

Total — 45,529,580 2,186,189

__________________

(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.

Perella Weinberg Partners

20 unchanged sentences

Level 1 Level 2 Level 3 Total

Financial asset

Treasury securities

Financial liabilities

Earn-out consideration

$ — $ — $ 3,140 $ 3,140

8 unchanged sentences

(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.

The fair value of the Earn-out is determined using a discounted cash flow valuation model (the “Valuation Model”).

As of December 31, 2025, the Earn-out is classified as Level 3 due to use of significant unobservable inputs in the Valuation Model, including the application of probabilities when assessing when and whether performance thresholds will be met.

Additional inputs into the Valuation Model for the Earn-out were as follows:

December 31, 2025

Discount rate

Expected term (years)

The Company’s discount rate assumption reflects a blended corporate credit rating representative of comparable entities, considering the expected timing of cash outflows.

The following table presents the changes in fair value of the Level 3 financial liabilities for the period from October 1, 2025 to December 31, 2025:

Earn-out consideration

Balance at Acquisition Closing

Change in fair value

Balance at end of period

As of December 31, 2024, 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.

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

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.

The Company had $ 0.2 million, $ 1.5 million, and $ 2.7 million of interest income and net unrealized gains (losses) on U.S Treasury securities for the years ended December 31, 2025, 2024, and 2023, respectively, which is included in Other income (expense) on the Consolidated Statements of Operations.

Note 16—Related Party Transactions

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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.

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.

During the year ended December 31, 2023, the Company provided certain administrative services and leased office space to Capital Holdings, generating income that is reflected as Related party income on the Consolidated Statements of Operations.

These arrangements were no longer in effect subsequent to December 31, 2023.

Perella Weinberg Partners

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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.

As of December 31, 2025, the Company had a liability of $ 93.5 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:

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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.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

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

As the Partner Promissory Notes and associated interest receivable related to equity transactions, they were recognized as a reduction of equity.

As of December 31, 2025 and 2024, substantially all of the Partner Promissory Notes were settled.

From time to time, PWP OpCo and certain of its subsidiaries have agreed to provide loans to or make payments on behalf of certain partners.

As of December 31, 2025 and 2024, $ 0.6 million and $ 1.1 million, respectively, of amounts due from partners are recognized in Due from related parties on the Consolidated Statements of Financial Condition.

During the years ended December 31, 2025 and 2024, $ 0.5 million and $ 3.9 million, respectively, of principal and interest related to Partner Promissory Notes and other partner loans was effectively repaid through the cancellation of PWP OpCo units held by such partners.

Additionally, during the year ended December 31, 2024, $ 1.1 million of principal and interest was repaid with cash.

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

Other Related Party Transactions

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Refer to Note 12—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.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

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

Note 17—Commitments and Contingencies

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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, 2025 and 2024 and for the years ended December 31, 2025, 2024, and 2023.

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.

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 secretly form a new competing firm 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.

A bench trial took place from January 24, 2025 through March 14, 2025.

The court has yet to issue a decision.

During the years ended December 31, 2025, 2024, and 2023, the Company incurred $ 12.8 million, $ 10.2 million, and $ 2.1 million, respectively, in legal and professional fees, net of expected insurance reimbursement, related to this litigation.

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Note 18—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.

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, capital markets advisory, private funds advisory, private capital placement, 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.

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

Perella Weinberg Partners

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.

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There was no individual client that accounted for more than 10% of aggregate revenues for the years ended December 31, 2025 and 2023.

Perella Weinberg Partners

Notes to Consolidated Financial Statements

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

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:

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United States $ 563,201 $ 753,486 $ 530,284

International 124,553 118,368 153,517

United Kingdom 100,861 48,800 53,571

Other international countries 86,841 75,753 64,797

$ 750,903 $ 878,039 $ 648,652

United States $ 588,736 $ 687,784

International 188,967 191,776

United Kingdom 149,365 138,216

Other international countries 59,536 50,751

$ 797,637 $ 876,751

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 19—Subsequent Events

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data