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美国
证券交易委员会
华盛顿特区20549
_____________________________________________________________________________________________________________________________________________________________________
表格 10-Q
_____________________________________________________________________________________________________________________________________________________________________
(标记一)
x根据1934年证券交易法第13或15(d)节的季度报告
截至2022年1月31日的季度期2024年9月30日
或者
根据1934年证券交易法第13或15(d)节的转型报告书
过渡期从    到
委托文件编号:001-39866001-39558
_____________________________________________________________________________________________________________________________________________________________________
PERELLA WEINBERG PARTNERS
(依据其宪章指定的注册名称)
_____________________________________________________________________________________________________________________________________________________________________
特拉华84-1770732
(该州或其他司法管辖区
公司成立或组织)
(IRS雇主
唯一识别号码)
767 Fifth Avenue
纽约, NY
10153
,(主要行政办公地址)(邮政编码)
公司电话号码,包括区号:(212) 287-3200
_____________________________________________________________________________________________________________________________________________________________________
根据法案第12(b)条注册的证券:
每一类的名称交易标志在其上注册的交易所的名称
A类普通股,每股面值为$0.0001PWP纳斯达克全球货币精选市场
请勾选以下选项以指示注册人是否在过去12个月内(或在注册人需要提交此类报告的较短时间内)已提交证券交易法1934年第13或15(d)条所要求提交的所有报告,并且在过去90天内已受到此类报告提交要求的影响。是的 x 没有 o
请在以下勾选方框表示注册人是否已在Regulation S-T Rule 405规定的前12个月(或在注册人需要提交此类文件的较短期间内)提交了每个互动数据文件。是的 x 没有 o
勾选以下选框,指示申报人是大型加速评估提交人、加速评估提交人、非加速评估提交人、小型报告公司或新兴成长型公司。关于“大型加速评估提交人”、“加速评估提交人”、“小型报告公司”和“新兴成长型公司”的定义,请参见《交易所法规》第12亿.2条。
大型加速报告人o加速文件提交人x
非加速文件提交人o较小的报告公司o
新兴成长公司x
如果是新兴成长型企业,请勾选复选标记,表明注册者已选择不使用延长过渡期来符合根据证券交易法第13(a)条规定提供的任何新财务会计准则。 o
请勾选以下选项以指示注册人是否为外壳公司(根据交易所法规则12b-2定义)。是o 没有x
截至2024年11月5日,注册用户拥有 56,979,451 股,每股面值为$0.0001,以及 31,184,026 每股B类普通股,面值$0.0001每股,流通。



佩雷拉·温伯格合伙公司
目录
页面
1


在2021年6月24日(以下简称“交割日”或“交割”),Perella Weinberg Partners完成了一项业务合并,此次合并是根据2020年12月29日签署的某项业务合并协议(以下简称“业务合并协议”)进行的。除非上下文另有要求,所有对“PWP”、“公司”、“我们”、“我们”或“我们的”提及均指Perella Weinberg Partners及其合并子公司。
有关前瞻性声明的警告声明
本季度报告中的某些声明属于“前瞻性声明”,涉及联邦证券法及1995年《私人证券诉讼改革法》、修正后的1933年证券法第27A条款和修正后的1934年证券交易法第21E条款。关于合并业务的预期属于“前瞻性声明”。此外,像“估计”、“预计”、“预计的”、“期待”、“估计的”、“预期的”、“规划”、“打算”、“相信”、“寻找”、“可能”、“将会”、“是否会”、“未来”、“提议”、“目标”、“目标”、“展望” 和这些词或类似表达的变体(或这些词或表达的负面版本)旨在识别前瞻性声明。这些前瞻性声明并非对未来业绩、状况或结果的保证,其中涉及一系列已知和未知的风险、不确定性、假设和其他重要因素,其中许多超出各方控制范围,可能导致实际结果或结果与前瞻性声明中讨论的有所不同。
可能影响实际业绩或结果的重要因素包括(但不限于):不断变化的市场状况;公司执行增长计划、业务战略或运营计划的能力;公司成功识别、招聘、培养和留住人才的能力;公司对付费客户的依赖以及其非排他性、逐次参与的业务模式带来的收入波动;公司收入的高波动性这是它依赖咨询费的结果,而咨询费在很大程度上是视其可能无法控制的事件的完成而定;公司适当管理利益冲突以及与公司业务相关的税收和其他监管因素的能力,包括实际、潜在或感知的利益冲突以及其他可能损害其业务和声誉的因素;金融服务行业的重大诉讼风险;网络安全和其他运营风险;对企业咨询行业的广泛监管以及与之相关的美国和外国监管发展等其他事项、金融机构和市场、政府监督、财政和税收政策及法律;以及 “” 一节中描述的其他风险和不确定性第一部分——第 1A 项。风险因素” 包含在我们的10-k表年度报告中。
本季度10-Q表格中包含的前瞻性声明基于对未来发展及其对公司的潜在影响的当前预期和信念。不能保证影响公司的未来发展将是公司所预期的。公司没有任何义务更新或修订任何前瞻性声明,无论是由于新信息、未来事件或其他原因,除非适用的证券法要求这样做。
网站披露
我们向证券交易委员会("SEC")提交年度、季度和即时报告、代理声明和其他信息。SEC维护一个互联网站,供那些通过SEC电子报告的发行人提供报告、代理和信息声明以及其他信息。我们的SEC备案可在SEC网站www.sec.gov和我们的网站https://investors.pwpartners.com/免费提供,一经完成通过电子方式提交给或提供给SEC后,会尽快提供给公众。我们的网站为https://pwpartners.com/。虽然我们在本报告中提及了我们的网站,但我们网站的内容不包含或并入本报告。本报告中所有提及我们网站的文字都只是为了表明网站的存在。

2


第一部分:财务信息
项目1.财务报表(未经审计)
附带注释是这些简缩合并基本报表(未经审计)不可或缺的一部分
3


perella weinberg partners
财务状况摘要合并财务报表
(未审计)
(千元,每股和每单位金额除外)
2024年9月30日2023年12月31日
资产
现金及现金等价物$260,201 $247,171 
受限制的现金1,296 2,931 
投资于短期市场可转让债务证券74,947 91,174 
应收帐款,扣除呆帐87,453 47,771 
应收关系人款项3,633 3,575 
固定资产,扣除累计折旧和摊销88,967 93,652 
无形资产,扣除累积摊销金额为45,964。14,257 19,192 
商誉34,383 34,383 
预付费用及其他资产36,190 30,871 
使用权租赁资产143,365 143,935 
递延税款资产,净额66,225 46,453 
总资产
$810,917 $761,108 
负债、可赎回非控制权益及权益
应计的薪资和福利费用$249,907 $233,927 
应付帐款、应计费用及其他负债84,653 52,106 
租赁负债188,399 175,901 
根据税款收回协议应付款项46,230 30,928 
总负债569,189 492,862 
承诺及或有事件(附注16)
可赎回的非控制股权, 31,184,026 每股赎回价值$19.32 每单位为2024年9月30日的赎回价值
602,503  
股权
A类普通股,面值 $0.0001 在2025年3月15日前一个营业日关闭之前,2025可转换票据仅在满足特定条件和特定时间段内持票人的选择下转换。此后,在到期日前第二个预定交易日关闭之前,2025可转换票据将在持有人的任何时候下进行转换,而不受这些条件的限制。1,500,000,000 已授权的股份, 70,342,426 已发行且 56,979,451 截至2024年9月30日的尚未偿还的股份; 1,500,000,000 已授权的股份, 57,361,073 已发行且 44,642,849 截至2023年12月31日杰出
7 6 
普通B股,面值$0.0001 在2025年3月15日前一个营业日关闭之前,2025可转换票据仅在满足特定条件和特定时间段内持票人的选择下转换。此后,在到期日前第二个预定交易日关闭之前,2025可转换票据将在持有人的任何时候下进行转换,而不受这些条件的限制。600,000,000 已授权的股份, 31,184,026 2024年9月30日的已发行和流通数量; 600,000,000 已授权的股份, 41,589,339 2023年12月31日的已发行和流通数量)
3 4 
优先股,面额 $0.0001 在2025年3月15日前一个营业日关闭之前,2025可转换票据仅在满足特定条件和特定时间段内持票人的选择下转换。此后,在到期日前第二个预定交易日关闭之前,2025可转换票据将在持有人的任何时候下进行转换,而不受这些条件的限制。100,000,000 已授权的股份, 没有 截至2024年9月30日和2023年12月31日,已发行并流通股份数
  
资本溢额 312,523 
保留收益(累积亏损)(246,433)(54,650)
其他综合损益(损失)累积额(2,868)(4,480)
库存股(13,362,975 以及 12,718,224 于2024年9月30日和2023年12月31日分别发行的A类普通股份数
(111,484)(100,747)
Perella Weinberg Partners总权益(360,775)152,656 
非控制权益 115,590 
总权益(360,775)268,246 
负债合计、可赎回的非控股权益和权益
$810,917 $761,108 
The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited)
4

Perella Weinberg Partners
Condensed Consolidated Statements of Operations
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts)

 Three Months Ended
September 30,
Nine Months Ended
September 30,
 2024202320242023
Revenues$278,242 $139,003 $652,367 $435,974 
Expenses
Compensation and benefits174,080 84,872 392,643 261,051 
Equity-based compensation28,225 42,892 235,530 132,775 
Total compensation and benefits202,305 127,764 628,173 393,826 
Professional fees9,367 10,256 32,170 26,546 
Technology and infrastructure8,852 8,045 26,749 25,850 
Rent and occupancy6,170 6,766 18,307 20,858 
Travel and related expenses4,497 4,134 13,782 13,634 
General, administrative and other expenses6,027 5,036 17,769 16,226 
Depreciation and amortization5,130 3,694 15,318 10,168 
Total expenses242,348 165,695 752,268 507,108 
Operating income (loss)35,894 (26,692)(99,901)(71,134)
Non-operating income (expenses)
Related party income 221  770 
Other income (expense)457 2,542 3,859 1,488 
Total non-operating income (expenses)457 2,763 3,859 2,258 
Income (loss) before income taxes36,351 (23,929)(96,042)(68,876)
Income tax expense (benefit)7,508 (191)25,960 552 
Net income (loss)28,843 (23,738)(122,002)(69,428)
Less: Net income (loss) attributable to non-controlling interests12,473 (21,689)(36,500)(62,615)
Net income (loss) attributable to Perella Weinberg Partners$16,370 $(2,049)$(85,502)$(6,813)
Net income (loss) per share attributable to Class A common shareholders
Basic$0.29 $(0.05)$(1.61)$(0.16)
Diluted$0.24 $(0.27)$(1.61)$(0.84)
Weighted-average shares of Class A common stock outstanding
Basic55,513,159 43,123,465 53,115,490 42,731,252 
Diluted69,795,656 86,647,697 53,115,490 86,593,581 

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited)
5

Perella Weinberg Partners
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
(Dollars in Thousands)
 Three Months Ended
September 30,
Nine Months Ended
September 30,
 2024202320242023
Net income (loss)$28,843 $(23,738)$(122,002)$(69,428)
Foreign currency translation gain (loss), net of tax3,704 (2,761)2,498 722 
Comprehensive income (loss)32,547 (26,499)(119,504)(68,706)
Less: Comprehensive income (loss) attributable to non-controlling interests13,879 (23,067)(35,614)(62,226)
Comprehensive income (loss) attributable to Perella Weinberg Partners$18,668 $(3,432)$(83,890)$(6,480)





The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited)
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Perella Weinberg Partners
Condensed Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interests
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts)
Shares
 Class A
Common
Stock
Class B
Common
Stock
Treasury
Stock
Class A
Common
Stock
Class B
Common
Stock
Treasury
Stock
Additional
Paid-In
Capital
Retained
Earnings
(Accumulated
Deficit)
Accumulated
Other
Comprehensive
Income (Loss)
Non-
Controlling
Interests
Total
Equity
Redeemable Non-Controlling Interests
Balance at December 31, 2023
57,361,073 41,589,339 (12,718,224)$6 $4 $(100,747)$312,523 $(54,650)$(4,480)$115,590 $268,246 $ 
Net income (loss)— — — — — — — (35,844)— (34,156)(70,000)— 
Equity-based awards— — — — — — 33,371 — — 13,942 47,313 — 
Distributions to partners— — — — — — — — — (2,867)(2,867)— 
Issuance of Class A common stock for vested PWP Incentive Plan Awards2,086,273 — 113,673 — — 1,364 (1,143)(221)— —  — 
Withholding tax payments on vested PWP Incentive Plan Awards
— — — — — — (24,568)— — — (24,568)— 
Dividends declared ($0.07 per share of Class A common stock)
— — — — — — 150 (5,265)— — (5,115)— 
Foreign currency translation gain (loss)— — — — — — — — (634)(556)(1,190)— 
Other— — — — — — 656  — (11)645 — 
Issuance of Class A common stock in public offering (Note 9—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 Class A common stock (Note 9—Stockholders’ Equity and Redeemable Non-Controlling Interests)
794,146 (793,354)— — — — 570 — — — 570 — 
Change in ownership interests— — — — — — (25,168)— — 25,168  — 
Balance at March 31, 2024
65,991,492 40,795,985 (12,604,551)$7 $4 $(99,383)$362,377 $(95,980)$(5,114)$117,110 $279,021 $ 
Effect of the Merger and related transactions
— (6,149,211)— — (1)— 64 — — (109,737)(109,674)97,496 
Net income (loss)— — — — — — — (66,028)— — (66,028)(14,817)
Equity-based awards— — — — — — 30,967 — — — 30,967 60,794 
Distributions to partners— — — — — — — — — — — (2,331)
Issuance of Class A common stock for vested PWP Incentive Plan Awards123,733 — 25,027 — — 301 (206)(95)— —  — 
Withholding tax payments on vested PWP Incentive Plan Awards and equity-classified ACUs
— — — — — — (1,264)— — — (1,264)(12,534)
Dividends declared ($0.07 per share of Class A common stock)
— — — — — — 132 (5,749)— — (5,617)— 
Foreign currency translation gain (loss)— — — — — — — — (52)— (52)36 
Other— — — — — — 634 — — — 634 14 
Exchange of PWP OpCo Units and corresponding Class B common stock for cash (Note 9—Stockholders’ Equity and Redeemable Non-Controlling Interests)
— (1,343,257)— — — — (19)— — (7,373)(7,392)(10,862)
Treasury stock purchase— — (1,000,000)— — (15,000)— — — — (15,000)— 
Change in ownership interests— — — — — — 37,735 — — — 37,735 (37,735)
Changes in redemption value of redeemable non-controlling interests
— — — — — — (426,305)— — — (426,305)426,305 
Balance at June 30, 2024
66,115,225 33,303,517 (13,579,524)$7 $3 $(114,082)$4,115 $(167,852)$(5,166)$ $(282,975)$506,366 
Net income (loss)— — — — — — — 16,370 — — 16,370 12,473 
Reclassification of liability-classified equity-based awards— — — — — — — — — — — 6,704 
Equity-based awards— — — — — — 28,347 — — — 28,347 — 
Distributions to partners— — — — — — — — — — — (10,990)
Issuance of Class A common stock for vested PWP Incentive Plan Awards2,105,592 — 216,549 — — 2,598 (2,598)— — — — — 
Withholding tax payments on vested PWP Incentive Plan Awards
— — — — — — (35,580)— — — (35,580)— 
Dividends declared ($0.07 per share of Class A common stock)
— — — — — — 116 (5,564)— — (5,448)— 
Foreign currency translation gain (loss)— — — — — — — — 2,298 — 2,298 1,406 
Other— — — — — — 403 — — — 403 (6)
Exchange of PWP OpCo Units and corresponding Class B common stock for Class A common stock (Note 9—Stockholders’ Equity and Redeemable Non-Controlling Interests)
2,121,609 (2,119,491)— — — — 2,360 — — — 2,360 — 
Change in ownership interests— — — — — — 13,749 — — — 13,749 (13,749)
Changes in redemption value of redeemable non-controlling interests
— — — — — — (10,912)(89,387)— — (100,299)100,299 
Balance at September 30, 2024
70,342,426 31,184,026 (13,362,975)$7 $3 $(111,484)$ $(246,433)$(2,868)$ $(360,775)$602,503 
The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited)
7

Perella Weinberg Partners
Condensed Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interests
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts)

Shares
 Class A
Common
Stock
Class B
Common
Stock
Treasury
Stock
Class A
Common
Stock
Class B
Common
Stock
Treasury
Stock
Additional
Paid-In
Capital
Retained
Earnings
(Accumulated
Deficit)
Accumulated
Other
Comprehensive
Income (Loss)
Non-
Controlling
Interests
Total
Equity
Balance at December 31, 2022
52,237,247 44,563,877 (10,492,286)$5 $4 $(80,067)$242,129 $(18,071)$(6,538)$122,678 $260,140 
Net income (loss)— — — — — — — (5,123)— (22,297)(27,420)
Equity-based awards— — — — — — 27,932 — — 20,334 48,266 
Distributions to partners— — — — — — — — — (3,119)(3,119)
Issuance of Class A common stock for vested PWP Incentive Plan Awards1,250,162 — 99,057 — — 1,189 (1,189)— — —  
Withholding tax payments on vested PWP Incentive Plan Awards
— — — — — — (11,356)— — — (11,356)
Dividends declared ($0.07 per share of Class A common stock)
— — — — — — 169 (4,925)— — (4,756)
Foreign currency translation gain (loss)— — — — — — — — 786 799 1,585 
Other— — — — — — (14)— — (17)(31)
Exchange of PWP OpCo Units and corresponding Class B common stock for Class A common stock (Note 9—Stockholders’ Equity and Redeemable Non-Controlling Interests)
786,644 (785,862)— — — — 457 — — — 457 
Treasury stock purchase— — (1,457,304)— — (14,754)— — — — (14,754)
Change in ownership interests— — — — — — 2,678 — — (2,678) 
Balance at March 31, 2023
54,274,053 43,778,015 (11,850,533)$5 $4 $(93,632)$260,806 $(28,119)$(5,752)$115,700 $249,012 
Net income (loss)— — — — — — — 359 — (18,629)(18,270)
Equity-based awards— — — — — — 24,173 — — 18,407 42,580 
Distributions to partners— — — — — — — — — (5,692)(5,692)
Issuance of Class A common stock for vested PWP Incentive Plan Awards97,163 — 24,386 — — 293 (189)(98)— — 6 
Withholding tax payments on vested PWP Incentive Plan Awards
— — — — — — (453)— — — (453)
Dividends declared ($0.07 per share of Class A common stock)
— — — — — — 156 (4,758)— — (4,602)
Foreign currency translation gain (loss)— — — — — — — — 930 968 1,898 
Other— — — — — — 747 — — 777 1,524 
Treasury stock purchase— — (919,379)— — (7,735)— — — — (7,735)
Change in ownership interests— — — — — — (5,923)— — 5,923  
Balance at June 30, 2023
54,371,216 43,778,015 (12,745,526)$5 $4 $(101,074)$279,317 $(32,616)$(4,822)$117,454 $258,268 
Net income (loss)— — — — — — — (2,049)— (21,689)(23,738)
Equity-based awards— — — — — — 25,622 — — 17,820 43,442 
Foreign currency translation gain (loss)— — — — — — — — (1,383)(1,378)(2,761)
Distributions to partners— — — — — — — — — (2,413)(2,413)
Issuance of Class A common stock for vested PWP Incentive Plan Awards710,433 — 22,828 1 — 274 (279)— — — (4)
Withholding tax payments on vested PWP Incentive Plan Awards
— — — — — — (3,900)— — — (3,900)
Dividends declared ($0.07 per share of Class A common stock)
— — — — — — 125 (4,843)— — (4,718)
Other— — — — — — (6)— — (11)(17)
Exchange of PWP OpCo Units and corresponding Class B common stock for Class A common stock (Note 9—Stockholders’ Equity and Redeemable Non-Controlling Interests)
898,898 (898,000)— — — — 653 — — — 653 
Change in ownership interests— — — — — — (10,777)— — 10,777  
Balance at September 30, 2023
55,980,547 42,880,015 (12,722,698)$6 $4 $(100,800)$290,755 $(39,508)$(6,205)$120,560 $264,812 
The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited)
8

Perella Weinberg Partners
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in Thousands)

Nine Months Ended September 30,
20242023
Cash flows from operating activities
Net income (loss)$(122,002)$(69,428)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity-based awards vesting expense165,995 134,288 
Depreciation and amortization15,318 10,168 
Bad debt expense
5,281 2,118 
Foreign currency revaluation1,797 (365)
Non-cash operating lease expense7,768 10,374 
Deferred taxes1,547 (868)
Other559 (380)
Decrease (increase) in operating assets:
Accounts receivable, net of allowance(44,567)(2,878)
Due from related parties(58)(162)
Prepaid expenses and other assets(5,187)(4,527)
Increase (decrease) in operating liabilities:
Accrued compensation and benefits14,193 (96,754)
Accounts payable, accrued expenses and other liabilities38,222 (3,084)
Lease liabilities5,063 9,016 
Net cash provided by (used in) operating activities83,929 (12,482)
Cash flows from investing activities
Purchases of fixed assets(15,717)(45,504)
Purchases of investments in short-term marketable debt securities(74,911)(69,261)
Maturities of investments in short-term marketable debt securities91,188 140,551 
Other 488 
Net cash provided by (used in) investing activities560 26,274 
Cash flows from financing activities
Proceeds from issuance of Class A common stock in public offering, net of underwriting discount and offering costs
65,986  
Exchange of PWP OpCo Units and corresponding Class B common stock for cash
(19,497) 
Withholding tax payments for vested PWP Incentive Plan Awards and equity-classified ACUs
(73,946)(15,709)
Distributions to partners(12,802)(11,224)
Dividends paid on Class A and Class B common stock(15,613)(10,087)
Treasury stock purchases(15,000)(22,489)
Payments pursuant to tax receivable agreement
(1,126)(472)
Other
(2,369) 
Net cash provided by (used in) financing activities(74,367)(59,981)
Effect of exchange rate changes on cash, cash equivalents and restricted cash1,273 1,224 
Net increase (decrease) in cash, cash equivalents and restricted cash11,395 (44,965)
Cash, cash equivalents and restricted cash, beginning of period250,102 174,166 
Cash, cash equivalents and restricted cash, end of period$261,497 $129,201 
Supplemental disclosure of non-cash activities
Lease liabilities arising from obtaining right-of-use lease assets$6,197 $918 
Accrued distributions to partners
$3,386 $ 
Accrued capital expenditures$330 $9,633 
Accrued dividends and dividend equivalent units on unvested PWP Incentive Plan Awards$5,075 $5,520 
Non-cash paydown of Partner promissory notes$896 $1,547 
Deferred tax effect resulting from changes in ownership and exchanges of PWP OpCo Units, net of amounts payable under tax receivable agreement
$4,621 $1,110 
Reclassification of liability-classified equity-based awards$6,704 $ 
Supplemental disclosures of cash flow information
Cash paid (refunded) for income taxes
$(1,026)$4,435 

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited)
9

Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)

Note 1—Organization and Nature of Business
Perella Weinberg Partners and its consolidated subsidiaries, including PWP Holdings LP (“PWP OpCo”) (collectively, “PWP” and the “Company”), is a global independent advisory firm that provides strategic and financial advice to a wide range of clients. The Company’s activities as an investment banking advisory firm constitute a single business segment that provides a range of advisory services, including advice related to strategic and financial decisions, mergers and acquisitions (“M&A”) execution, shareholder and defense advisory, financing and capital solutions advice with resources focused on restructuring and liability management, capital markets advisory, private capital placement, as well as specialized underwriting and research services primarily for the energy and related industries.
On June 24, 2021, the Company consummated a business combination pursuant to a Business Combination Agreement that resulted in PWP OpCo becoming jointly-owned by Perella Weinberg Partners, PWP Professional Partners LP (together with its successors (including pursuant to the Division and Merger (each as defined below)) and assigns, as applicable, “Professional Partners”) and certain existing partners of PWP OpCo as part of an umbrella limited partnership C-corporation (Up-C) structure (the “Business Combination”).
On December 31, 2023, as part of an internal reorganization, Professional Partners was divided into three partnerships pursuant to a plan of division (the “Division”), which, among other things, provided that (i) all of its limited partnership interests in PWP OpCo were allocated to one of the divided partnerships, PWP AdCo Professionals LP (“AdCo Professionals”), (ii) all of its shares of Class B-1 common stock of the Company were allocated to another divided partnership, PWP VoteCo Professionals LP (“VoteCo Professionals”) and (iii) PWP Professional Partners LP changed its name to PWP AmCo Professionals LP. On April 1, 2024, as part of this internal reorganization, AdCo Professionals merged with and into PWP OpCo (the “Merger”). At the time of the Merger, (i) the original capital units (“OCUs”), value capital units (“VCUs”), and alignment capital units (“ACUs”) of AdCo Professionals were converted into an equivalent number of newly created OCUs, VCUs and ACUs of PWP OpCo, (ii) the net assets of AdCo Professionals became the net assets of PWP OpCo and (iii) PWP OpCo adopted an amended and restated limited partnership agreement (the “PWP OpCo LPA”) that permits the Company to settle quarterly exchanges in cash or shares at the Company’s discretion. The principal purpose of the internal reorganization was to simplify the structure for the partners in Professional Partners with respect to their indirect interests in PWP OpCo. There was no consideration exchanged in connection with the Division or the Merger, and neither the Division nor the Merger affected the respective rights or economic interests of the Company, PWP GP LLC (“PWP GP”), or any limited partner with respect to PWP OpCo. Refer to Note 9—Stockholders’ Equity and Redeemable Non-Controlling Interests and Note 11—Equity-Based Compensation for additional information on the Merger and related transactions.
The operations of PWP OpCo are conducted through a wholly-owned subsidiary, Perella Weinberg Partners Group LP, and its subsidiaries which are consolidated in these financial statements. PWP GP is the general partner that controls PWP OpCo. The limited partner interests of PWP OpCo are held by the Company and certain current and former working partners. The Company shareholders are entitled to receive a portion of PWP OpCo’s economics through their direct ownership interests in shares of Class A common stock of PWP. The non-controlling interest owners of PWP OpCo receive economics through ownership of PWP OpCo Class A partnership units (“PWP OpCo Units”).
Note 2—Summary of Significant Accounting Policies
Basis of Presentation
The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and all intercompany balances and transactions have been eliminated.
These condensed consolidated financial statements and notes thereto are unaudited, and as permitted by the interim reporting rules and regulations set forth by the SEC, exclude certain financial information and note disclosures normally included in annual audited financial statements prepared in accordance with U.S. GAAP. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K. The condensed consolidated financial statements reflect all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods.
10

Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
Consolidation
The Company’s policy is to consolidate entities in which the Company has a controlling financial interest and variable interest entities where the Company is deemed to be the primary beneficiary. The Company is deemed to be the primary beneficiary of a variable interest entity (“VIE”) when it has both (i) the power to make the decisions that most significantly affect the economic performance of the VIE and (ii) the obligation to absorb significant losses or the right to receive benefits that could potentially be significant to the VIE. PWP is the primary beneficiary of and consolidates PWP OpCo, a VIE. As of September 30, 2024 and December 31, 2023, the net assets of PWP OpCo were $222.1 million and $249.6 million, respectively. As of September 30, 2024 and December 31, 2023, the Company did not consolidate any VIEs other than PWP OpCo.
Use of Estimates
The preparation of the condensed consolidated financial statements and related disclosures in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and the assumptions underlying these estimates are reviewed periodically, and the effects of revisions are reflected in the period in which they are determined to be necessary.
In preparing the condensed 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 condensed consolidated financial statements and notes thereto.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents include cash held at banks, including interest-bearing money market accounts, and any highly liquid investments with original maturities of three months or less from the date of purchase. Cash account balances often exceed federally insured limits. Restricted cash represents cash that is not readily available for general purpose cash needs. As of September 30, 2024 and December 31, 2023, the Company had restricted cash of $1.3 million and $2.9 million, respectively, maintained as collateral for letters of credit related to certain office leases. As of September 30, 2024, the Company held cash equivalents of $20.1 million, which included investments in U.S. Treasury securities. The Company held no cash equivalents as of December 31, 2023. The sum of Cash and cash equivalents and Restricted cash on the Condensed Consolidated Statements of Financial Condition corresponds to the total cash, cash equivalents, and restricted cash presented on the Condensed Consolidated Statements of Cash Flows.
Foreign Currencies
In the normal course of business, the Company and its subsidiaries may enter into transactions denominated in a non-functional currency. The Company recognized net foreign exchange gains (losses) arising from such transactions of $(2.7) million and $(2.4) million during the three and nine months ended September 30, 2024, respectively, and $1.9 million and $(0.3) million for the three and nine months ended September 30, 2023, respectively, which are included in Other income (expense) on the Condensed Consolidated Statements of Operations. In addition, the Company consolidates its foreign subsidiaries that have non-U.S. dollar functional currencies. Non-U.S. dollar denominated assets and liabilities are translated to U.S. dollars at the exchange rate prevailing at the reporting date and profit and loss activity is generally translated using the average exchange rate throughout the period. Cumulative translation adjustments arising from the translation of non-U.S. dollar denominated operations are included as a component of Accumulated other comprehensive income (loss) on the Condensed Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interests.
11

Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
Equity-Based Compensation
Equity-based compensation relates to equity-based awards granted to employees and partners of the Company. Equity-based compensation expense is recognized over the requisite vesting period or requisite service period in an amount equal to the grant date fair value (for equity-classified awards) or the settlement fair value (for liability-classified awards). Equity-based compensation expense for employees and partners is included in Equity-based compensation on the Condensed Consolidated Statements of Operations and equity-based compensation expense for non-employees is included in Professional fees on the Condensed Consolidated Statements of Operations. The Company accounts for forfeitures of awards as they occur rather than applying an estimated forfeiture rate. For an award with service-only conditions that has a graded vesting schedule, the Company recognizes the compensation cost for the entire award on a straight-line basis over the requisite service period, ensuring that the amount recognized is at least equal to the vested portion of the award at each reporting date.
Redeemable Non-Controlling Interests
For entities that are consolidated but not 100% owned, a portion of the income or loss and equity is allocated to holders of the non-controlling interest. Profits and losses of PWP OpCo are allocated to the non-controlling interests in proportion to their ownership interest regardless of their basis, with an exception for certain equity-based compensation expense which was fully attributed to non-controlling interests prior to the Merger. Refer to Note 11—Equity-Based Compensation for further information.
As a result of the Merger, Non-controlling interests presented within equity on the Condensed Consolidated Statements of Financial Condition were reclassified to Redeemable non-controlling interests within temporary equity. Redeemable non-controlling interests are recorded at the higher of: (i) their redemption value as of the reporting date, which corresponds to the price of the Company’s Class A common stock, or (ii) their measurement pursuant to Accounting Standards Codification (“ASC” or the “Codification”) Topic 810, Consolidation. Changes in the current redemption value are recorded to Additional paid-in capital, or Retained earnings (deficit) to the extent there is insufficient Additional paid-in capital, immediately as they occur. When the Company has an unconditional obligation to purchase the Redeemable non-controlling interests for cash, the mandatorily redeemable interests are reclassified from temporary equity to a liability with changes in fair value recorded to Other income (loss) on the Condensed Consolidated Statements of Operations. As of September 30, 2024, there were no non-controlling interests considered mandatorily redeemable.
Recently Adopted Accounting Pronouncements
There were no recently adopted accounting pronouncements that had a material effect on the Company’s condensed consolidated financial statements.
Future Adoption of Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which amends the guidance in ASC Topic 280, Segment Reporting, to require enhanced disclosures about reportable segments on an annual and interim basis. The amendments will require disclosure of significant segment expenses, identification of the chief operating decision maker (“CODM”), and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 clarifies that an entity that has a single reportable segment is subject to all the disclosures required by the amendments and all existing segment disclosures in Topic 280. The amendments in ASU 2023-07 are effective for the Company beginning with the annual period ended December 31, 2024 and interim periods within the year ended December 31, 2025. The amendments are required to be applied retrospectively to all period presented and early adoption is permitted. The Company does not expect the adoption of ASU 2023-07 to have a material impact on the consolidated financial statements.
In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which amends the guidance in ASC Topic 740, Income Taxes (“ASC 740”), to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments in ASU 2023-09 are effective for the Company beginning with the annual period ended December 31, 2025. The amendments are to be applied prospectively with both retrospective application and early adoption permitted. The Company does not expect the adoption of ASU 2023-09 to have a material impact on the consolidated financial statements.
12

Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
Note 3—Revenue and Receivables from Contracts with Customers
The following table disaggregates the Company’s revenue between over time and point in time recognition:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Over time$266,477 $128,448 $629,342 $410,246 
Point in time11,765 10,555 23,025 25,728 
Total revenues$278,242 $139,003 $652,367 $435,974 
Reimbursable expenses billed to clients were $2.5 million and $5.9 million for the three and nine months ended September 30, 2024, respectively, and $1.3 million and $3.7 million for the three and nine months ended September 30, 2023, respectively.
Performance Obligations and Contract Balances
As of September 30, 2024, the aggregate amount of the transaction price, as defined in the Codification, allocated to performance obligations yet to be satisfied was $0.4 million, and the Company generally expects to recognize this revenue within the next twelve months. Such amounts primarily relate to the Company’s performance obligations of providing transaction-related advisory services. The Company recognized revenue of $140.2 million and $405.6 million during the three and nine months ended September 30, 2024, respectively, and $30.0 million and $211.0 million during the three and nine months ended September 30, 2023, respectively, related to performance obligations that were satisfied or partially satisfied in prior periods. These amounts were recognized upon the resolution of revenue constraints and uncertainties in the respective periods and were generally related to transaction-related advisory services.
As of September 30, 2024 and December 31, 2023, the Company recorded $6.9 million and $0.9 million, respectively, for contract liabilities which are presented within Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition. The Company recognized previously deferred revenue of $6.7 million and $0.7 million for the three and nine months ended September 30, 2024, respectively, and $1.0 million and $4.0 million for the three and nine months ended September 30, 2023, respectively, which was primarily related to transaction-related advisory services that are recognized over time.
Accounts Receivable and Allowance for Credit Losses
As of September 30, 2024 and December 31, 2023, $12.2 million and $7.1 million, respectively, of accrued revenue was included in Accounts receivable, net of allowance on the Condensed Consolidated Statements of Financial Condition. These amounts have been recognized as revenue in accordance with the Company’s revenue recognition policies but remain unbilled at the end of the period. As of September 30, 2024, certain accounts receivable in the aggregate amount of $18.0 million were individually greater than 10% of the Company’s gross accounts receivable and were concentrated with one client. Of that amount, all was subsequently received after September 30, 2024. As of December 31, 2023, certain accounts receivable in the aggregate amount of $17.3 million, were individually greater than 10% of the Company’s gross accounts receivable and were concentrated with two clients. Of that amount, all was subsequently received after year end.
The allowance for credit losses activity for the three and nine months ended September 30, 2024 and 2023 was as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Beginning balance$1,200 $2,021 $2,198 $1,143 
Bad debt expense1,737 1,053 5,281 2,118 
Write-offs(1,550)(853)(6,086)(1,134)
Recoveries314  314 82 
Foreign currency translation and other adjustments16 (21)10 (9)
Ending balance$1,717 $2,200 $1,717 $2,200 
13

Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
Note 4—Leases
The Company leases office space and equipment under operating lease agreements. The following is information related to such operating leases:
 September 30, 2024December 31, 2023
Weighted-average discount rate – operating leases
4.8%4.7%
Weighted-average remaining lease term – operating leases
13.5 years14.3 years
 Three Months Ended
September 30,
Nine Months Ended
September 30,
 2024202320242023
Operating lease cost$4,758 $5,363 $14,187 $16,135 
Variable lease cost752 812 2,256 2,756 
Sublease income – operating leases
 (106) (425)
Total net lease cost$5,510 $6,069 $16,443 $18,466 
Net cash outflows (inflows) on operating leases(1)
$1,883 $(1,222)$1,134 $(1,688)
__________________
(1)Presented net of lease incentives received, including landlord contributions to tenant improvements.
As of September 30, 2024, the maturities of undiscounted operating lease liabilities of the Company are as follows:
Years Ending:
Operating Leases
Remainder of 2024
$1,620 
202519,563 
202621,212 
202720,953 
202819,165 
Thereafter176,814 
Total lease payments(1)
259,327 
Less: Imputed Interest(70,928)
Total lease liabilities$188,399 
__________________
(1)Total future lease payments are presented net of expected lease incentives, including landlord contributions to tenant improvements.
14

Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
Note 5—Intangible Assets
The following table provides the detail of the Company’s intangible assets:
 September 30, 2024
 Gross Amount
Accumulated Amortization
Net
Carrying
Amount
Customer relationships$47,400 $(37,130)$10,270 
Trade names and trademarks18,400 (14,413)3,987 
Total$65,800 $(51,543)$14,257 
December 31, 2023
 Gross Amount
Accumulated Amortization
Net
Carrying
Amount
Customer relationships$47,400 $(33,575)$13,825 
Trade names and trademarks18,400 (13,033)5,367 
Total$65,800 $(46,608)$19,192 
The intangible assets are being amortized over an average useful life of ten years and resulted in amortization expense of $1.6 million and $4.9 million for the three and nine months ended, respectively, for both September 30, 2024 and 2023, all of which is included in Depreciation and amortization on the Condensed Consolidated Statements of Operations. Amortization of intangible assets held at September 30, 2024 is expected to be $6.6 million for each of the years ending December 31, 2024 and 2025 and $6.0 million for the year ending December 31, 2026. These intangible assets will be fully amortized by November 30, 2026.
Note 6—Regulatory Requirements
The Company has a number of consolidated subsidiaries registered as broker-dealers with regulatory agencies in their respective countries. None of the SEC-regulated subsidiaries hold funds or securities for, or owe money or securities to, clients or carry accounts of or for clients, and as such are all exempt from the SEC Customer Protection Rule (Rule 15c3-3). As of September 30, 2024 and December 31, 2023, all regulated subsidiaries had capital in excess of their applicable minimum capital requirements. As a result of the minimum capital requirements and various regulations on these broker dealers, a portion of the capital of each subsidiary of the Company is restricted and may be unavailable to pay its creditors.
Note 7—Fixed Assets
Fixed assets are recorded at cost less accumulated depreciation and amortization and consist of the following as of September 30, 2024 and December 31, 2023:
 September 30, 2024December 31, 2023
Leasehold improvements$82,851 $79,719 
Furniture and fixtures12,975 12,442 
Equipment23,861 22,522 
Software6,270 5,756 
Total125,957 120,439 
Less: Accumulated depreciation and amortization(36,990)(26,787)
Fixed assets, net$88,967 $93,652 
15

Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
Depreciation expense related to fixed assets was $3.4 million and $10.3 million for the three and nine months ended September 30, 2024, respectively, and $2.0 million and $5.0 million for the three and nine months ended September 30, 2023, respectively. Amortization expense related to software costs was immaterial for the three and nine months ended September 30, 2024 and 2023.
Note 8—Income Taxes
The following table summarizes the Company’s tax position for the periods presented:
 Three Months Ended
September 30,
Nine Months Ended
September 30,
 2024202320242023
Income (loss) before income taxes$36,351 $(23,929)$(96,042)$(68,876)
Income tax expense (benefit)$7,508 $(191)$25,960 $552 
Effective income tax rate20.7 %0.8 %(27.0)%(0.8)%
The Company’s overall effective tax rate in each of the periods presented above varies from the U.S. federal statutory rate primarily because (i) a portion of the Company’s income is allocated to non-controlling interests held in PWP OpCo in which the majority of any tax liability on such income is borne by the holders of such non-controlling interests and reported outside of the condensed consolidated financial statements and (ii) permanent differences related to compensation expenses.
Neither the Company nor its subsidiaries recognized any gain or loss for income tax purposes as a result of the Division or the Merger.
As of September 30, 2024 and December 31, 2023, the Company recorded a liability for unrecognized tax benefits of $5.0 million and $3.7 million, respectively, primarily related to potential double taxation at certain of its foreign subsidiaries. The Company does not expect there to be any material changes to uncertain tax positions within 12 months of the reporting date.
Note 9—Stockholders’ Equity and Redeemable Non-Controlling Interests
Class A Common Stock Offering
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.
Share Repurchases
On February 16, 2022, the Company’s Board of Directors initially approved a stock repurchase program and the authorized amount under such program was increased on February 8, 2023 such that the Company is authorized to repurchase up to $200.0 million of the Company’s Class A common stock. On June 3, 2024, the Company repurchased 1,000,000 founder shares at a purchase price of $15.00 per share for a total purchase price of $15.0 million. Since inception of the share repurchase program, 12,920,699 shares have been purchased at an average price per share of $8.22 through September 30, 2024. Prior to the implementation of the stock repurchase program, on August 9, 2021, the Company repurchased 1,000,000 founder shares at a purchase price of $12.00 per share for a total purchase price of $12.0 million.
Redeemable Non-Controlling Interests
As a result of the Merger, the Non-controlling interests on the Condensed Consolidated Statements of Financial Condition were reclassified to Redeemable non-controlling interests within temporary equity. Redeemable non-controlling interests are presented at their redemption value as of the reporting date and represent the ownership interests in PWP OpCo held by holders other than Perella Weinberg Partners. As of September 30, 2024, the current and former working partners collectively own 31,184,026 PWP OpCo Units, which represent a 35.4% non-controlling ownership interest in PWP OpCo.
16

Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
Exchange Rights
Holders of PWP OpCo Units (the “PWP OpCo Unitholders”) other than the Company may exchange their units for (i) shares of Class A common stock on a one-for-one basis or (ii) cash from an offering of shares of Class A common stock and (iii) subsequent to the Merger, cash from any other source. Concurrently with an exchange, such PWP OpCo Unitholder is required to surrender shares of Class B common stock for additional shares of Class A common stock or cash at a conversion rate of 0.001. Whether the exchanging PWP OpCo Unitholder receives cash or Class A common stock in exchange for their PWP OpCo Units and Class B common stock is at the Company’s option. Working partners are restricted in their ability to exchange PWP OpCo Units for a period between three to five years after the Closing. PWP GP may waive, and in certain cases has waived, the foregoing restrictions for any holder with respect to all or a portion of such holder’s units, with no obligation to do so for any other holder. The Company settled exchanges of certain PWP OpCo Units and corresponding shares of Class B common stock for 2,121,609 and 2,915,755 shares of Class A common stock during the three and nine months ended September 30, 2024, respectively, and 898,898 and 1,685,542 shares of Class A common stock during the three and nine months ended September 30, 2023, respectively. Separately, during the second quarter of 2024, the Company elected to settle exchanges of 1,343,257 PWP OpCo Units and corresponding shares of Class B common stock at a price of $15.17 per PWP OpCo Unit for $19.5 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). 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.
Note 10—Debt
As of September 30, 2024, and December 31, 2023, the Company had no outstanding debt. The Company has a revolving credit facility (the “Revolving Credit Facility”) through a credit agreement with Cadence Bank, N.A. (“Cadence Bank”), dated November 30, 2016 (as amended, the “Credit Agreement”), with an available line of credit of $50.0 million with up to $20.0 million of available incremental revolving commitments, and a maturity date of July 1, 2025. Issuance costs incurred related to the Credit Agreement are amortized as interest expense using the effective interest method over the life of the Revolving Credit Facility. The Company is also charged a quarterly commitment fee of 0.25% on any unused portion of the line of credit, which is recorded as interest expense. Interest expense related to the Revolving Credit Facility was immaterial during the three and nine months ended September 30, 2024 and September 30, 2023 and is included within Other income (expense) on the Condensed Consolidated Statements of Operations.
Note 11—Equity-Based Compensation
Further information regarding the Company’s equity-based compensation awards is described in Note 12—Equity-Based Compensation in the Notes to Consolidated Financial Statements in “Part II. Item 8. Financial Statements and Supplementary Data” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
PWP Omnibus Incentive Plan Awards
Concurrent with the Business Combination, the Company adopted the Perella Weinberg Partners 2021 Omnibus Incentive Plan (the “PWP Incentive Plan”), which establishes a plan for the granting of various forms of incentive compensation awards, including restricted stock units (“RSUs”) and performance restricted stock units (“PSUs”), measured by reference to PWP Class A common stock (“PWP Incentive Plan Awards”). The PWP Incentive Plan established a reserve for a one-time grant of awards in connection with the Business Combination as well as a reserve for general purpose grants (the “General Share Reserve”). Grantees have rights to dividends declared during the vesting period and receive such dividends only upon vesting in the form of cash or dividend equivalent units. The Company uses newly issued shares of Class A common stock to satisfy vested awards, with the exception of shares issued out of treasury stock for vested awards (and related dividend equivalent units) held by French employees. Pursuant to the PWP Incentive Plan, the number of shares of Class A common stock reserved for issuance from the General Share Reserve increases each year.
17

Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
During the third quarter of 2021, in connection with the Business Combination, the Company granted awards (the “Business Combination Awards”) in the form of (a) RSUs that vest upon the achievement of service conditions (“Transaction RSUs”) and (b) PSUs that only vest upon the achievement of both service and market conditions, including certain long-term incentive awards granted to management (“Transaction PSUs”). During the nine months ended September 30, 2024 and 2023, 4,304,143 and 1,043,650 Business Combination Awards vested with a total fair value of $82.1 million and $10.9 million, respectively. As of September 30, 2024, the $12.00, $13.50, $15.00, and $17.00 price targets were met for the Transaction PSUs.
The Company grants units from the General Share Reserve from time to time in the ordinary course of business in the form of (a) RSUs that vest upon the achievement of service conditions (“General RSUs”) and (b) PSUs that only vest upon the achievement of both service and market conditions (“General PSUs”). During the nine months ended September 30, 2024 and 2023, the Company granted 6,790,317 and 7,971,251 General RSUs, respectively, at a weighted average grant date fair value of $13.48 and $10.21 per award, respectively. During the nine months ended September 30, 2024 and 2023, 4,155,180 and 2,704,401 General RSUs vested with a total fair value of $56.1 million and $27.3 million, respectively. During the nine months ended September 30, 2023, the Company granted 1,000,000 General PSUs at a weighted average grant date fair value of $6.02 per award. No General PSUs were granted during the nine months ended September 30, 2024. As of September 30, 2024, the $15.00 price target was met for the General PSUs.
Legacy Awards and Professional Partners Awards
Prior to the Business Combination, Professional Partners granted certain equity-based awards to partners providing services to PWP OpCo (the “Legacy Awards”). In connection with the Business Combination and a related internal reorganization of Professional Partners, existing Legacy Awards were canceled and replaced by converting each limited partner’s capital interests in Professional Partners attributable to PWP OpCo into OCUs, VCUs, and/or ACUs. The OCUs were fully vested upon recapitalization. The VCUs and ACUs (collectively, “Professional Partners Awards”) were held by current working partners and required services to be performed on behalf of PWP OpCo. The Professional Partners Awards were generally subject to a service-based graded vesting schedule over a three to five-year requisite service period. Once vested, the Professional Partners Awards became OCUs, other than the cash-settled ACUs referenced below, and are eligible for the same exchange rights as other PWP OpCo Units, subject to certain lock-up periods. Refer to Note 9—Stockholders’ Equity and Redeemable Non-Controlling Interests for more information on exchange rights.
At the time of the Merger, the Company entered into vesting acceleration agreements with certain holders of Professional Partners Awards (the “Accelerated Units”) to accelerate vesting during the second quarter of 2024 (the “Vesting Acceleration”). The Accelerated Units are generally subject to a lock-up period that is identical to the lockup period applicable to such units prior to the Vesting Acceleration. The Company also provided each holder of Accelerated Units that are ACUs the ability to convert a portion of such holder’s ACUs into cash upon vesting in an aggregate amount up to such holder’s estimated tax liability. The principal purpose of the Vesting Acceleration was to facilitate the payment of taxes associated with ACU vesting to align with the treatment of vested restricted stock units of the Company.
As a result of the Merger and Vesting Acceleration, certain Professional Partners Awards were modified from equity-classified to liability-classified awards with changes in fair value generally recorded as incremental equity-based compensation expense through the date of vesting. During the nine months ended September 30, 2024, the Company recorded $130.3 million of equity-based compensation expense related to the acceleration of the Professional Partners Awards. Of that amount, $69.5 million was related to liability-classified awards.
In connection with the Vesting Acceleration, the Company paid or accrued a combined $86.6 million in settlement of 6,149,211 ACUs and corresponding shares of Class B common stock. Of that amount, the Company paid $60.6 million in settlement of liability-classified ACUs and $15.7 million for withholding tax payments on equity-classified ACUs and the settlement of other liabilities. These amounts are included within cash flows from operating activities and financing activities, respectively, on the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2024. As of September 30, 2024, $10.3 million of withholding taxes payable is included in Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statement of Financial Condition.
Prior to the Merger, all of the compensation expense and corresponding capital contribution associated with the Legacy Awards and Professional Partners Awards were allocated to Non-controlling interests on the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Financial Condition as the granting of the Professional Partners Awards did not change Professional Partners’ interest in PWP OpCo and did not economically dilute Perella Weinberg Partners shareholders relative to Professional Partners. As a result of the Merger, the Professional Partners Awards are held directly at PWP OpCo and PWP OpCo as a whole bears the cost of the cash settlement feature of the awards. As a result, subsequent to the Merger, the Company allocates the costs 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.
18

Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(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 Condensed Consolidated Statements of Operations:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Professional fees
PWP Incentive Plan Awards$378 $550 $1,392 $1,513 
Equity-based compensation
PWP Incentive Plan Awards$27,969 $25,072 $91,293 $76,214 
Legacy Awards
 3,225  9,674 
Professional Partners Awards (equity-classified)
 14,595 74,736 46,887 
Professional Partners Awards (liability-classified)
256  69,501  
Total Equity-based compensation$28,225 $42,892 $235,530 $132,775 
Income tax benefit of equity-based awards$4,420 $4,092 $13,856 $10,716 
As of September 30, 2024, total unrecognized compensation expense related to all unvested equity-based awards was $138.6 million, which is expected to be recognized over a weighted average period of 1.9 years.
Note 12—Other Compensation and Benefits
Compensation and benefits expense consists of salaries, bonuses (discretionary awards and guaranteed amounts), severance, as well as payroll and related taxes and benefits for the Company’s employees. In all instances, compensation expense is accrued over the requisite service period.
Benefit Plans
Certain employees participate in employee benefit plans, which consist of defined contribution plans including (i) profit-sharing plans qualified under Section 401(k) of the Internal Revenue Code, (ii) a U.K. pension scheme for U.K. employees and (iii) a German pension plan for employees in Germany. Expenses related to the Company’s employee benefit plans were $1.8 million and $5.3 million for the three and nine months ended September 30, 2024, respectively, and $1.7 million and $5.1 million for the three and nine months ended September 30, 2023, respectively, and are included in Compensation and benefits on the Condensed Consolidated Statements of Operations.
19

Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
Business Realignment
During the second quarter of 2023, the Company began a review of the business, which resulted in headcount reductions in order to improve compensation alignment and to provide greater flexibility to advance strategic opportunities (the “Business Realignment”). In conjunction with the Business Realignment, the Company incurred expenses related to separation and transition benefits of $1.8 million for the nine months ended September 30, 2024 and $3.6 million and $7.5 million for the three and nine months ended September 30, 2023. Additionally, the Company incurred the acceleration of equity-based compensation amortization (net of forfeitures) of $1.5 million for the nine months ended September 30, 2024 and $2.8 million and $4.0 million for the three and nine months ended September 30, 2023. Such amounts are presented in Compensation and benefits and Equity-based compensation on the Condensed 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 Condensed Consolidated Statements of Financial Condition related to the Business Realignment was as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Beginning balance
$707 $3,312 $12,525 $ 
Incurred expenses
 6,391 3,249 11,497 
Non-cash expenses
 (3,236)(1,499)(4,493)
Payments
(707)(2,417)(14,275)(2,954)
Ending balance
$ $4,050 $ $4,050 
20

Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
Note 13—Net Income (Loss) Per Share Attributable to Class A Common Shareholders
The calculations of basic and diluted net income (loss) per share attributable to Class A common shareholders are presented below:
 Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Numerator:
Net income (loss) attributable to Perella Weinberg Partners – basic$16,370 $(2,049)$(85,502)$(6,813)
Dilutive effect from assumed exchange of PWP OpCo Units, net of tax (21,721) (65,579)
Dilutive effect from assumed vesting of PWP Incentive Plan Awards, net of tax607    
Net income (loss) attributable to Perella Weinberg Partners – diluted$16,977 $(23,770)$(85,502)$(72,392)
Denominator:
Weighted average shares of Class A common stock outstanding – basic55,513,159 43,123,465 53,115,490 42,731,252 
Weighted average number of incremental shares from assumed exchange of PWP OpCo Units 43,524,232  43,862,329 
Weighted average number of incremental shares from assumed vesting of PWP Incentive Plan Awards14,282,497    
Weighted average shares of Class A common stock outstanding – diluted69,795,656 86,647,697 53,115,490 86,593,581 
Net income (loss) per share attributable to Class A common shareholders
Basic$0.29 $(0.05)$(1.61)$(0.16)
Diluted$0.24 $(0.27)$(1.61)$(0.84)
Basic and diluted net income (loss) per share attributable to Class B common shareholders has not been presented as these shares are entitled to an insignificant amount of economic participation.
The Company uses the treasury stock method to determine the potential dilutive effect of unvested PWP Incentive Plan Awards and the if-converted method to determine the potential dilutive effect of exchanges of PWP OpCo Units into Class A common stock. The Company adjusts net income (loss) attributable to Class A common shareholders under both the treasury stock method and if-converted method for the reallocation of net income (loss) between Class A common shareholders and non-controlling interests that result upon the assumed issuance of dilutive shares of Class A common stock as if the issuance occurred as of the beginning of the applicable period.
21

Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
The following table presents the weighted average potentially dilutive shares that were excluded from the calculation of diluted net income (loss) per share under the treasury stock method or if-converted method, as applicable, because the effect of including such potentially dilutive shares was antidilutive for the period presented:
 Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
PWP OpCo Units32,695,707  35,675,341  
PWP Incentive Plan Awards 2,682,303 9,564,794 1,561,627 
Total32,695,707 2,682,303 45,240,135 1,561,627 
Note 14—Fair Value Measurements and Investments
Fair value is generally based on quoted prices, however if quoted market prices are not available, fair value is determined based on other relevant factors, including dealer price quotations, price activity for equivalent instruments and valuation pricing models. The Company established a fair value hierarchy which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of instrument, the characteristics specific to the instrument and the state of the marketplace (including the existence and transparency of transactions between market participants). Financial instruments with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices in an orderly market will generally have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories (from highest to lowest) based on inputs:
Level 1—Unadjusted quoted prices are available in active markets for identical financial instruments as of the reporting date.
Level 2—Pricing inputs are observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3—Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which level within the fair value hierarchy is appropriate for any given investment is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the instrument.
As of September 30, 2024 and December 31, 2023, the fair values of cash, restricted cash, accounts receivable, due from related parties, accounts payable and certain accrued liabilities approximate their carrying amounts due to the short-term nature of these items.
22

Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
Fair Value of Financial Instruments
The following table summarizes the categorization and fair value estimate of the Company’s financial instruments that were measured on a recurring basis pursuant to the above fair value hierarchy levels as of September 30, 2024 and December 31, 2023:
 September 30, 2024
 Level 1Level 2Level 3Total
Financial assets
   
U.S. Treasury securities
$95,046 $ $ $95,046 
 December 31, 2023
 Level 1Level 2Level 3Total
Financial assets
   
U.S. Treasury securities$91,174 $ $ $91,174 
The Company had no transfers between fair value levels during the three and nine months ended September 30, 2024 and 2023.
As of September 30, 2024 and December 31, 2023, the Company held investments in U.S. Treasury securities with original maturities greater than three months from the date of purchase, which are presented at fair value as Investments in short-term marketable debt securities on the Condensed Consolidated Statements of Financial Condition. These investments have an aggregate cost basis of $74.9 million and $89.3 million as of September 30, 2024 and December 31, 2023, respectively. As of September 30, 2024, the Company also held $20.1 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 Condensed Consolidated Statements of Financial Condition. The Company had nominal net realized and unrealized gains (losses) on these combined investments for the three and nine months ended September 30, 2024, and $0.8 million and $1.5 million for the three and nine months ended September 30, 2023, respectively.
Note 15—Related Party Transactions
PWP Capital Holdings LP
On February 28, 2019, a reorganization of the existing investment banking advisory and asset management businesses of PWP Holdings LP was effected which resulted in the spin-off of its asset management business (the “Separation”). PWP Holdings LP was divided into (i) PWP OpCo, which holds the advisory business and (ii) PWP Capital Holdings LP (“Capital Holdings”), which holds the asset management business. In connection with the Separation, the Company entered into a transition services agreement (the “TSA”) with Capital Holdings under which the Company agreed to provide certain administrative services to Capital Holdings. The TSA was terminated as of January 1, 2024. The Company also subleased certain portions of its office space to Capital Holdings through October 2023. Income earned from Capital Holdings related to the TSA and the sublease is presented within Related party income on the Condensed Consolidated Statements of Operations. Amounts due from Capital Holdings are reflected as Due from related parties on the Condensed Consolidated Statements of Financial Condition as of December 31, 2023, with no amounts due as of September 30, 2024.
Separately, Capital Holdings entered into an arrangement with certain employees of the Company, including members of management, related to services provided directly to Capital Holdings. With respect to services provided to Capital Holdings, the amounts paid and payable to such employees now and in the future are recognized by Capital Holdings. All compensation related to services these employees provide to the Company are included in Compensation and benefits on the Condensed Consolidated Statements of Operations.
23

Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
Tax Receivable Agreement
In connection with the Business Combination, the Company entered into a tax receivable agreement with PWP OpCo, Professional Partners and Investor Limited Partners that provides for payment of 85% of the amount of cash savings, if any, in U.S. federal, state and local and foreign income taxes that the Company is deemed to realize as a result of (a) each exchange of interests in PWP OpCo for cash or stock of the Company and certain other transactions and (b) payments made under the tax receivable agreement. As of September 30, 2024, the Company had an amount due of $46.2 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 Condensed Consolidated Statements of Financial Condition. The Company expects to make the following payments with respect to the tax receivable agreement, which are exclusive of potential payments in respect of future exchanges and may differ significantly from actual payments made:
Years Ending:Estimated Payments Under Tax Receivable Agreement
Remainder of 2024
$ 
20251,420 
20262,450 
20272,677 
20282,712 
Thereafter36,971 
Total payments$46,230 
Partner Promissory Notes and Other Partner Loans
The Company loaned money pursuant to promissory note agreements (the “Partner Promissory Notes”) to certain partners. The Partner Promissory Notes bear interest at a semi-annual rate equal to the Federal Mid-Term Rate. The Partner Promissory Notes are due on various dates or in the event a partner is terminated or leaves at will and are primarily secured by the partner’s equity interests in PWP OpCo or one of its affiliates. As the Partner Promissory Notes and associated interest receivable relate to equity transactions, they have been recognized as a reduction of equity on the Condensed Consolidated Statements of Financial Condition in the amounts of $1.2 million and $2.1 million as of September 30, 2024 and December 31, 2023. During the nine months ended September 30, 2024, $0.9 million of principal and interest related to Partner Promissory Notes was effectively repaid through the cancellation of PWP OpCo units held by such partners. During the nine months ended September 30, 2023, $1.5 million was effectively repaid by foregoing the amount due to such partners under deferred compensation agreements.
In November 2021, PWP OpCo agreed to provide loans to certain partners. As of September 30, 2024 and December 31, 2023, $3.6 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 Condensed Consolidated Statements of Financial Condition.
Other Related Party Transactions
The Merger on April 1, 2024 was effected to simplify the structure for the partners in Professional Partners with respect to their indirect interests in PWP OpCo. The purpose of the related Vesting Acceleration was to facilitate the payment of taxes associated with ACU vesting to align with the treatment of vested restricted stock units of the Company. Certain holders of these interests in PWP OpCo, including holders of Accelerated Units, are directors and officers of the Company. Refer to Note 11—Equity-Based Compensation for additional information on the Merger and related transactions.
Prior to the Merger, the Company’s U.K. subsidiary, Perella Weinberg UK Limited, as well as Professional Partners and certain partners (including one partner who serves as a Company director and president) were party to a reimbursement agreement, pursuant to which such partners directed Professional Partners to pay distributions related to certain of their Professional Partners Awards first to a subsidiary of the Company, so that the subsidiary could make employment income tax payments on such distributions to the appropriate non-U.S. authorities.
24

Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
Note 16—Commitments and Contingencies
Indemnifications
The Company enters into certain contracts that contain a variety of indemnification provisions. The Company’s maximum exposure under these arrangements is unknown. As of September 30, 2024 and December 31, 2023, the Company expects no claims or losses pursuant to these contracts; therefore, no liability has been recorded related to these indemnification provisions.
Legal Contingencies
From time to time, the Company is named as a defendant in legal actions relating to transactions conducted in the ordinary course of business. Some of these matters may involve claims of substantial amounts. Although there can be no assurance of the outcome of such legal actions, in the opinion of management and, after consultation with external counsel, the Company believes it is neither probable nor reasonably possible that any current legal proceedings or claims would individually or in the aggregate have a material adverse effect on the consolidated financial statements of the Company as of September 30, 2024 and December 31, 2023 and for the three and nine months ended September 30, 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. The complaint contains 14 causes of action and seeks declaratory relief as well as damages. Trial is currently scheduled for January 24, 2025 through February 14, 2025.
The Company incurred $0.4 million and $6.3 million during the three and nine months ended September 30, 2024, respectively, and immaterial amounts during the three and nine months ended September 30, 2023 in legal and professional fees, net of expected insurance reimbursement, related to this litigation. These litigation costs are included in Professional fees on the Condensed Consolidated Statements of Operations.
Note 17—Business Information
The Company’s activities of providing advisory services for M&A, private placements and financial advisory, as well as services for underwriting of securities offered for sale in public markets, and equity research constitute a single business segment. The Company is organized as one operating segment in order to maximize the value of advice to clients by drawing upon the diversified expertise and broad relationships of its senior professionals across the Company. The Company has a single operating segment and therefore a single reportable segment.
For the nine months ended September 30, 2024, one individual client accounted for more than 10% of aggregate revenue, while no individual client accounted for more than 10% of aggregate revenue for the nine months ended September 30, 2023. Since the financial markets are global in nature, the Company generally manages its business based on the operating results of the Company taken as a whole, not by geographic region. The following tables set forth the geographical distribution of revenues and assets based on the location of the office that generates the revenues or holds the assets and therefore may not be indicative of the geography in which the Company’s clients are located:
 Three Months Ended
September 30,
Nine Months Ended
September 30,
 2024202320242023
Revenues
United States$253,724 $123,863 $576,201 $354,183 
International24,518 15,140 76,166 81,791 
Total$278,242 $139,003 $652,367 $435,974 
September 30, 2024December 31, 2023
Assets
United States$638,465 $569,332 
International172,452 191,776 
Total$810,917 $761,108 
25

Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
Note 18—Subsequent Events
The Company has evaluated subsequent events through the issuance date of these condensed consolidated financial statements.
Dividends Declared
On November 6, 2024, the Company’s Board of Directors declared a cash dividend of $0.07 per outstanding share of Class A common stock. This dividend will be paid on December 18, 2024 to Class A common stockholders of record on December 4, 2024. Holders of Class B common stock will also receive dividends equal to the amount of dividends declared on 0.001 shares of Class A common stock.
26


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from the forward-looking statements below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section entitled “Risk Factors” and elsewhere in this Form 10-Q.
Executive Overview
We are a leading global independent advisory firm that provides strategic and financial advice to clients across some of the most active industry sectors and international markets. Our wide range of global clients include large public multinational corporations, mid-sized public and private companies, individual entrepreneurs, private and institutional investors, creditor committees and government institutions.
For further information regarding our business, refer to “Part I. Item 1. Business” and “Part I. Item1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on February 23, 2024.
Business Environment
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.
See “Risk Factors” included in our Annual Report on Form 10-K for a discussion of some of the factors that can affect our performance.
Key Financial Measures
Revenues
We operate in a highly competitive environment, and each revenue-generating engagement is separately solicited and negotiated. Our fee-paying client engagements are not predictable, and we may experience fluctuations in revenues from quarter to quarter. To develop new business, we maintain an active business dialogue with existing and potential clients, and we expect to add new clients each year through expanding our relationships, hiring senior advisory professionals, and receiving introductions from our relationship network. However, we also lose clients each year due to various factors, such as sales or mergers, changes in clients’ senior management, and competition from other financial services firms.
Our revenue recognition is often tied to the completion of a transaction, which can be delayed or terminated due to various reasons, including failure to obtain regulatory or board approval, failure to secure financing, or adverse market conditions. Larger transactions may take longer to close, adding unpredictability to the timing of revenues. Despite our efforts, we may receive lower advisory fees or no fee at all if a transaction is not completed. Other barriers to the completion of restructuring transactions include a lack of anticipated bidders, failure to obtain court approval, or a failure to reach an agreement with creditors. In such cases, our advisory fees may be limited to monthly retainer fees plus the reimbursement of expenses.
We do not present our revenue by the type of advice we provide because of the complexity of the transactions on which we may earn revenue and our holistic approach to client service. For instance, a traditional M&A engagement may require additional advisory services, such as capital markets or capital solutions advice or a private capital raise, which may call for cross-functional expertise from our professionals. 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.
27


Operating Expenses
Our operating expenses are classified as (i) total compensation and benefits expenses, including equity-based compensation, and (ii) non-compensation expenses.
Compensation and Benefits Expenses
Our compensation and benefits expenses consist of salaries, bonuses (discretionary awards and guaranteed amounts), severance, payroll and related taxes, benefits, and the amortization of equity-based compensation awards that are subject to a service-based vesting condition, and in some cases, a market-based performance vesting condition. These expenses also include signing bonuses and compensation paid pursuant to guarantees for new hires.
Compensation is determined by management based on revenues earned, headcount, labor market conditions, and anticipated compensation requirements for our employees. Such factors can fluctuate, including headcount and revenues earned, and as a result, our compensation expenses may fluctuate materially in any particular period.
Prior to the Merger, the amortization expense for certain equity-based awards granted by Professional Partners 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 bears 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 allocates 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.
Non-Compensation Expenses
Our non-compensation expenses include the costs of professional fees, technology and infrastructure, rent and occupancy, travel and related expenses, depreciation and amortization and general, administrative and other expenses. Our non-compensation expenses also include certain expenses reimbursed by our clients. Overall, our non-compensation expenses are subject to variability due to multiple factors, including headcount, business needs, and inflation.
Non-Operating Income (Expenses)
Non-operating income (expenses) includes the impact of income and expense items that we consider to be non-operational in nature, which typically includes related party income, interest income and expense, and other non-operating gains (losses), including the impact of foreign exchange rate fluctuations.
Non-Controlling Interests
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.
28


Results of Operations
The following is a discussion of our results of operations for the respective periods indicated:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(Dollars in thousands)20242023
2024 vs. 2023
20242023
2024 vs. 2023
Revenues$278,242 $139,003 100%$652,367 $435,974 50%
Expenses
Compensation and benefits174,080 84,872 105%392,643 261,051 50%
Equity-based compensation28,225 42,892 (34)%235,530 132,775 77%
Total compensation and benefits202,305 127,764 58%628,173 393,826 60%
Non-compensation expenses40,043 37,931 6%124,095 113,282 10%
Total operating expenses242,348 165,695 46%752,268 507,108 48%
Operating income (loss)35,894 (26,692)NM(99,901)(71,134)(40)%
Non-operating income (expenses)
Related party income— 221 (100)%— 770 (100)%
Other income (expense)457 2,542 (82)%3,859 1,488 159%
Total non-operating income (expenses)457 2,763 (83)%3,859 2,258 71%
Income (loss) before income taxes36,351 (23,929)NM(96,042)(68,876)(39)%
Income tax expense (benefit)7,508 (191)NM25,960 552 NM
Net income (loss)28,843 (23,738)NM(122,002)(69,428)(76)%
Less: Net income (loss) attributable to non-controlling interests12,473 (21,689)NM(36,500)(62,615)42%
Net income (loss) attributable to Perella Weinberg Partners$16,370 $(2,049)NM$(85,502)$(6,813)NM
NM = Not meaningful
Revenues
The following table provides revenue statistics for the three and nine months ended September 30, 2024 and 2023:
 Three Months Ended
September 30,
Nine Months Ended
September 30,
20242023
2024 vs. 2023
20242023
2024 vs. 2023
Total Advisory Clients978116 17615917 
Total Clients with Fees Greater than $1.0 million432914 1079017 
Revenues were $278.2 million for the three months ended September 30, 2024 as compared with $139.0 million for the three months ended September 30, 2023, representing an increase of 100%. The increase was attributable to increased mergers and acquisition and financing and capital solutions activity, driven by larger transactions and related fee events across the business.
29


Revenues were $652.4 million for the nine months ended September 30, 2024 as compared with $436.0 million for the nine months ended September 30, 2023, representing an increase of 50%. Similar to the quarter-to-date period, revenues attributed to mergers and acquisition and financing and capital solutions activity were higher year-over-year, driven by larger transactions and related fee events across the business.
Compensation and Benefits Expenses
For the three months ended September 30, 2024, total compensation and benefits expenses were $202.3 million, an increase of 58% compared with $127.8 million for the three months ended September 30, 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. This increase was partially offset by a decrease in equity-based compensation expense driven by the Vesting Acceleration in the second quarter of 2024 which fully expensed certain awards that were still being amortized in the prior year period.
For the nine months ended September 30, 2024, total compensation and benefits expenses were $628.2 million, an increase of 60% compared with $393.8 million for the nine months ended September 30, 2023. The increase in total compensation and benefits expenses was primarily the result of a higher bonus accrual due to increased revenues as well as higher year-to-date equity-based compensation expense. The Vesting Acceleration resulted in $144.2 million of equity-based compensation related to the Professional Partners Awards as compared to $46.9 million in the prior year period for those same awards.
Non-Compensation Expenses
For the three months ended September 30, 2024, total non-compensation expenses were $40.0 million, an increase of 6% compared with $37.9 million for the three months ended September 30, 2023. The increase in non-compensation expenses was primarily the result of higher depreciation expense, consulting costs, bad debt expense, and certain technology costs. The increase in depreciation is driven by leasehold assets placed in service after the third quarter of 2023 related to the renovation of the New York office space. The overall increase was partially offset by lower rent costs and reduced legal spend.
For the nine months ended September 30, 2024, total non-compensation expenses were $124.1 million, an increase of 10% compared with $113.3 million for the nine months ended September 30, 2023. The increase in non-compensation expenses was primarily the result of increased depreciation expense driven by renovation-related leasehold assets, legal and consulting spend, and bad debt expense. These increases were partially offset by reduced rent costs, VAT expense, and D&O insurance costs.
Non-Operating Income (Expenses)
For the three months ended September 30, 2024, non-operating income was $0.5 million compared with non-operating income of $2.8 million for the three months ended September 30, 2023. In the current period, non-operating income included interest income almost fully offset by a net loss from foreign exchange rate fluctuations. Non-operating income for the three months ended September 30, 2023 included interest income and a net gain from foreign exchange rate fluctuations, partially offset by a $1.25 million charge from a previously reported settlement reached with the staff of the SEC relating to recordkeeping of business communications on “off-channel” messaging applications (the “Settlement”). For both periods, the impact of foreign exchange rate fluctuations was largely related to U.S. dollar-denominated cash and intercompany receivables held by our foreign subsidiaries.
For the nine months ended September 30, 2024, non-operating income was $3.9 million compared with non-operating income of $2.3 million for the nine months ended September 30, 2023. In the current period, non-operating income included interest income, which increased from the prior year due to higher interest rates and larger interest-bearing cash balances, partially offset by a net loss from foreign exchange rate fluctuations. Non-operating income in the prior year period primarily included interest income, which was partially offset by a non-operating loss on investment, the $1.25 million charge recognized by the Company related to the Settlement, as well as a smaller net loss from foreign exchange rate fluctuations as compared to the current year. For both periods, the impact of foreign exchange rate fluctuations was largely related to U.S. dollar-denominated cash and intercompany receivables held by our foreign subsidiaries.
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Income Tax Expense (Benefit)
The Company’s income tax expense and effective tax rate were $7.5 million and 20.7%, respectively, for the three months ended September 30, 2024 compared to an income tax benefit and effective tax rate of $(0.2) million and 0.8%, respectively, for the three months ended September 30, 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 income (loss) in the respective periods and also included the recognition of tax benefits associated with the appreciation in our share price upon vesting of RSUs above the original grant price during the three months ended September 30, 2024.
The Company’s income tax expense and effective tax rate were $26.0 million and (27.0)%, respectively, for the nine months ended September 30, 2024 compared to an income tax expense and effective tax rate of $0.6 million and (0.8)%, respectively, for the nine months ended September 30, 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 and also included the recognition of tax benefits associated with the appreciation in our share price upon vesting of RSUs above the original grant price during the nine months ended September 30, 2024.
Liquidity and Capital Resources
General
We regularly monitor our liquidity position, including cash and cash equivalents, working capital assets and liabilities, commitments and other liquidity requirements. 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 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 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 $240.1 million and $247.2 million as of September 30, 2024 and December 31, 2023, respectively, and cash equivalents of $20.1 million as of September 30, 2024, which included investments in U.S. Treasury securities. As of December 31, 2023, we held no cash equivalents. Additionally, as of September 30, 2024 and December 31, 2023, the Company held U.S. Treasury securities of $74.9 million and $91.2 million, respectively, which were classified as Investments in short-term marketable debt securities within the condensed consolidated financial statements.
Our liquidity is highly dependent upon cash receipts from clients, which generally require the successful completion of transactions. Accounts receivable typically have net terms of 30 days. Accounts receivable, net of allowance for credit losses were $87.5 million and $47.8 million as of September 30, 2024 and December 31, 2023, respectively.
We have a Revolving Credit Facility with Cadence Bank with an available line of credit of $50.0 million. Additionally, up to $20.0 million of incremental revolving commitments above the $50.0 million commitment amount may be incurred under the Credit Agreement. As of September 30, 2024, we had no outstanding balance related to the Revolving Credit Facility and no incremental revolving commitments were incurred. For further information on the Revolving Credit Facility, refer to Note 10—Debt in the notes to condensed consolidated financial statements included elsewhere in this Form 10-Q.
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 ACUs in connection with the Vesting Acceleration. Refer to Note 11—Equity-Based Compensation in the notes to the condensed consolidated financial statements for further information regarding the Vesting Acceleration. Also during the second quarter of 2024, we elected to settle exchanges of certain PWP OpCo Units and corresponding shares of Class B common stock for $19.5 million in cash.
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; however, if these sources of liquidity are not sufficient, we may seek additional debt or equity financing.
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Cash Flows
A summary of our operating, investing and financing cash flows is as follows:
 Nine Months Ended
September 30,
(Dollars in thousands)20242023
Cash Provided By (Used In) Operating Activities
Net income (loss) $(122,002)$(69,428)
Non-cash charges and other operating activity adjustments198,265 155,335 
Other operating activities7,666 (98,389)
Total operating activities83,929 (12,482)
Investing Activities560 26,274 
Financing Activities(74,367)(59,981)
Effect of exchange rate changes on cash, cash equivalents and restricted cash1,273 1,224 
Net increase (decrease) in cash, cash equivalents and restricted cash11,395 (44,965)
Cash, cash equivalents and restricted cash, beginning of period250,102 174,166 
Cash, cash equivalents and restricted cash, end of period$261,497 $129,201 
Nine Months Ended September 30, 2024
Operating activities resulted in a net cash inflow of $83.9 million primarily attributable to cash collections from clients partially offset by an overall increase in client receivables and by cash operating expense outflows, including the settlement of liability-classified ACUs during the second quarter and discretionary bonuses paid during the first quarter of 2024 with respect to prior year compensation expense.
Investing activities resulted in a net cash inflow of $0.6 million attributable to the maturation of investments in U.S. 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 $74.4 million primarily due to withholding tax payments for vested PWP Incentive Plan Awards and equity-classified ACUs, 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.
Nine Months Ended September 30, 2023
Operating activities resulted in a net cash outflow of $12.5 million primarily attributable to cash operating expense outflows, including discretionary bonuses paid during the first quarter of 2023 with respect to prior year compensation expense, partially offset by cash collections from clients.
Investing activities resulted in a net cash inflow of $26.3 million largely attributable to the maturation of investments in U.S. Treasury securities, net of additional investments in U.S. Treasury securities as well as capital expenditures related to office space renovations.
Financing activities resulted in a net cash outflow of $60.0 million primarily related to the repurchase of shares pursuant to the stock repurchase program, withholding tax payments for vested PWP Incentive Plan Awards, distributions to partners, and dividend payments.
Share Repurchase Program
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 nine months ended September 30, 2024, we repurchased 1,000,000 founder shares at a purchase price of $15.00 per share. As of September 30, 2024, $93.8 million remains of the $200.0 million authorized for share repurchases.
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Exchange Rights
In accordance with the limited partnership agreement of PWP OpCo, holders of PWP OpCo Units (other than the Company) may exchange these units for (i) shares of Class A common stock on a one-for-one basis or (ii) cash from an offering of shares of Class A common stock and (iii) subsequent to the Merger, cash from any other source. Whether future exchanges are settled in cash or shares of Class A common stock is at our option and will depend on our liquidity and capital resources, market conditions, the timing and concentration of exchange elections and other factors. See Note 9—Stockholders’ Equity and Redeemable Non-Controlling Interests in the notes to the condensed consolidated financial statements included elsewhere in the Form 10-Q for further information.
Regulatory Capital
We actively monitor our regulatory capital base. Our principal subsidiaries are subject to regulatory requirements in their respective jurisdictions to ensure general financial soundness and liquidity. This requires, among other things, that we comply with certain minimum capital requirements, record-keeping, reporting procedures, experience and training requirements for employees and certain other requirements and procedures. These regulatory requirements may restrict the flow of funds to and from affiliates. Refer to Note 6—Regulatory Requirements in the notes to condensed consolidated financial statements included elsewhere in this Form 10-Q for further information. These regulations differ in the United States, United Kingdom, Canada, France and other countries in which we operate a registered broker-dealer or regionally similar construct. The license or regulatory framework under which we operate in each such country is meant to comply with applicable laws and regulations to conduct an advisory business. We believe that we provide each of our subsidiaries with sufficient capital and liquidity, consistent with their business and regulatory requirements to effectively operate in each jurisdiction.
Tax Receivable Agreement
As of September 30, 2024, we had an amount due of $46.2 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. See Note 15—Related Party Transactions in the notes to the condensed consolidated financial statements included elsewhere in the Form 10-Q for further information as well as the expected timing of payments.
Leases
We have various non-cancelable operating leases for our office space and certain equipment. As of September 30, 2024, we had $188.4 million of operating lease liabilities. See Note 4—Leases in the notes to condensed consolidated financial statements included elsewhere in this Form 10-Q for further information as well as the expected timing of payments.
Market Risk and Credit Risk
Our business is not capital-intensive and we do not invest in derivative instruments. We are not subject to significant market risk (including interest rate risk and commodity price risk) or significant credit risk.
Risks Related to Cash and Cash Equivalents
Our cash and cash equivalents include any short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less from the date of purchase. Cash is maintained in U.S. and non-U.S. bank accounts. Most account balances exceed U.S. Federal Deposit Insurance Corporation (FDIC) coverage limits or the coverage limits of the relevant foreign deposit insurance system, as applicable. We believe our cash and cash equivalents are not subject to any material interest rate risk, equity price risk, credit risk or other market risk.
Credit Risk
We regularly review our accounts receivable and allowance for credit losses by considering factors such as historical experience, credit quality, age of the accounts receivable, and the current economic conditions that may affect a client’s ability to pay such amounts owed to us. We maintain an allowance for credit losses that, in our opinion, provides for an adequate reserve to cover current expected credit losses. Refer to Note 2—Summary of Significant Accounting Policies in the notes to condensed consolidated financial statements included elsewhere in this Form 10-Q for further information.
When we invest our excess cash, we manage our credit risk exposure by holding investments primarily with investment grade credit quality. As of September 30, 2024, the Company held investments of $95.0 million in U.S. Treasury securities with maturities of less than 12 months. Of this amount, $20.1 million is presented in Cash and cash equivalents and $74.9 million is presented in Investments in short-term marketable debt securities on the Condensed Consolidated Statements of Financial Condition.
33


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. 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. dollar. For the nine months ended September 30, 2024 and 2023, the net impact of non-functional currency related transaction gains (losses) recorded in Other income (expense) on our Condensed Consolidated Statements of Operations was $(2.4) million and $(0.3) million, 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 nine months ended September 30, 2024 and 2023, the net impact from the fluctuation of foreign currencies recorded in Foreign currency translation gain (loss) on our Condensed Consolidated Statements of Comprehensive Income (Loss) was $2.5 million and $0.7 million, 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. As of September 30, 2024, we held cash balances of $29.8 million in non-U.S. dollar currencies, composed of pound sterling, euros, and Canadian dollars.
Critical Accounting Estimates
The unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q are prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Estimates and the assumptions underlying these estimates are reviewed periodically, and the effects of revisions are reflected in the period in which they are determined to be necessary. For a discussion of our critical accounting estimates, refer to our Annual Report on Form 10-K filed on February 23, 2024.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Quantitative and qualitative disclosures about market risk are set forth above in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Risk and Credit Risk”.
Item 4. Controls and Procedures
This Item 4 includes information concerning the controls and controls evaluation referred to in the certifications of our Chief Executive Officer and Chief Financial Officer required by Rule 13a-14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) included in this Quarterly Report on Form 10-Q as Exhibits 31.1 and 31.2.
Management’s Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management to allow timely decisions regarding required disclosures.
In connection with the preparation of this Quarterly Report on Form 10-Q, our management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2024. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed in reports that we file or submit under the Exchange Act is accumulated and communicated to management, and made known to our principal executive officer and principle financial officer, on a timely basis to ensure that it is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the nine months ended September 30, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
34


PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are now, and from time to time may in the future be, named as a defendant in legal actions relating to transactions conducted in the ordinary course of business. We may also become involved in other judicial, regulatory and arbitration proceedings concerning matters arising in connection with the conduct of our businesses. Some of these matters may involve claims of substantial amounts.
For details on the current legal proceedings, refer to Note 16—Commitments and Contingencies in the notes to condensed consolidated financial statements included elsewhere in this Form 10-Q.
Item 1A. Risk Factors
There have been no material changes or updates to our risk factors that were previously disclosed in “Part I. Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on February 23, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Repurchases of Equity Securities
The following table summarizes our repurchase of equity securities during the three months ended September 30, 2024:
期间回购的股份总数每单位平均支付价格作为公开宣布计划或方案的一部分购买的总股份数尚未购买的股份在公开宣布的计划或项目下的估计美元价值
2024年7月1日 - 2024年7月31日— $— — $93,823,525 
2024年8月1日 - 2024年8月31日— $— — $93,823,525 
2024年9月1日 - 2024年9月30日— $— — $93,823,525 
总计— $— — 
项目3. 高级证券的违约
无。
项目4. 矿山安全披露
不适用。
项目5。其他信息。
对PWP OpCo LPA的修正
在2024年11月6日(「生效日期」),PWP Holdings LP(「PWP OpCo」)的第二次修订和重述有限合伙协议,日期为2024年4月1日(「PWP OpCo LPA」),通过PWP OpCo LPA的首次修正案(「PWP OpCo LPA 修正案」)进行了修订。
根据PWP OpCo LPA修订版,系列A PI单位的合伙单位指定(如下所定义)(「PUD」)作为附件F附加到PWP OpCo LPA。PUD规定发行一种新的合伙利润权益类别在PWP OpCo(「系列A PI单位」),根据该规定,系列A PI单位的持有者(如有)可以根据适用的系列A PI单位授予协议(「授予协议」)中规定的条款和条件,接受来自PWP OpCo利润的年度分配和相应的分配。
35


在生效日,公司董事会的薪酬委员会和PWP GP LLC,作为PWP OpCo的普通合伙人,批准了奖励协议的形式。奖励协议规定,任何受赠者将有资格获得年度分配,以及相应的来自PWP OpCo利润的分配,这一分配等于PWP OpCo在每个适用期间产生的营业收入的一定百分比,前提是系列A PI单位仍在有效状态,并且在适用奖励协议中有具体说明,同时仅存在足够的利润;受赠者在实际分配日仍为活跃专业人士,并且未给出或收到终止通知。
上述对PWP OpCo LPA修正案、PUD和奖励协议的描述并不声称是完整的,整体上受到PWP OpCo LPA修正案和PUD的完整文本的限制,附在本文件中的附件10.1中,并通过引用并入本文件,以及奖励协议的完整文本,其形式附在本文件中的附件10.2中,并通过引用并入本文件。
内幕交易安排和政策
2024年8月6日,红钩资本有限责任公司(「红钩」) 采用了 一项符合规则10b5-1(c)的积极辩护的规则10b5-1交易安排,旨在出售最多 842,621 公司普通股的 彼得·温伯格, 我们董事会的主席, 通过对Rosedale Partner LLC的共同控制,拥有对Red Hook的投票和处置权,Rosedale Partner LLC是Red Hook的唯一成员。该计划的最长持续时间直到 2025年8月1日.
截至2024年9月30日的三个月期间,公司没有其他董事或高级职员 采用了,修改或 终止 一个「规则10b5-1交易安排」或「非规则10b5-1交易安排」,每个术语在S-k法规第408(a)项中都有定义。
项目 6. 附件。
展品
编号
描述
10.1*
10.2*
31.1*
31.2*
32.1**
32.2**
101.INS嵌入式 XBRL 实例文档 – 实例文档不会出现在交互式数据文件中,因为 XBRL 标签嵌入在嵌入式 XBRL 文档中。
101.SCH内联XBRL分类扩展模式文档
101.CALInline XBRL 税收分类扩展计算链接基础文档
101.DEFInline XBRL 税收分类扩展定义链接基础文档
101.LABInline XBRL 税收分类扩展标签链接基础文档
101.PREInline XBRL 税收分类扩展演示链接基础文档
104封面页面互动数据文件(嵌入在Inline XBRL文档中)
* 随附提交。
** 附带提供。
36


签名
根据1934年证券交易所法案的要求,本公司已经授权下述人员代表本公司签署此报告。
佩雷拉·温伯格合伙公司
日期:2024年11月8日
作者:/s/ 安德鲁·贝德纳
安德鲁·贝德纳
首席执行官
(首席执行官)
日期:2024年11月8日
作者:/s/ 亚历山德拉·戈茨查尔克
亚历山德拉·戈特沙尔克
首席财务官
(首席财务官及首席会计官)
37