STOCK TITAN

PJT Partners Q3 revenue falls 14% to $385M

PJT intends to exchange 75 thousand Partnership Units for cash, subject to board approval.

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
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Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

PJT Partners Inc. reported third-quarter 2026 revenue of $385.1 million, down 14% year over year, and GAAP pretax income of $68.8 million, down 24%; GAAP diluted EPS was $1.15, down 22%. For the first nine months, revenue rose 9% to $1,289.6 million, GAAP pretax income rose 14% to $251.3 million, and diluted EPS increased 7% to $5.02. Adjusted EPS was $1.41 for the quarter, down 24%, and $4.92 for the nine months, up 11%.

As of September 30, 2026, the company held $766 million in cash, cash equivalents and short-term investments and had no funded debt. It repurchased 2.3 million shares and share equivalents at an average $154.07 per share during the nine months; as of September 30, 2026, $739 million remained under its authorization. The board declared a $0.25 quarterly dividend, payable December 16, 2026, to holders of record December 2, 2026. Subsidiary PJT Partners Holdings LP amended and restated its $100 million revolving facility, extending maturity to November 2, 2029; no borrowings were outstanding at closing. Borrowings bear interest at the Secured Overnight Financing Rate plus 1.75% per annum. The agreement provides for a 0.20% annual commitment fee on unused capacity, payable quarterly in arrears.

2 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 2 points

How the balance works

Positive

  • Moderate pointNine-month revenue rose 9% to $1,289.6 million.
  • Moderate pointNine-month GAAP pretax income rose 14% to $251.3 million.

Negative

  • Moderate pointThird-quarter revenue fell 14% to $385.1 million.
  • Moderate pointThird-quarter GAAP pretax income fell 24% to $68.8 million.

Filing Explained

PJT intends to exchange 75 thousand Partnership Units for cash, subject to board approval; if approved, the cash payment will be based on the Class A share’s November 5, 2026 volume-weighted average price, so the filing sets no fixed payment amount.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Third-quarter revenue $385.1 million Three months ended September 30, 2026; down 14% year over year.
Third-quarter GAAP pretax income $68.8 million Three months ended September 30, 2026; down 24% year over year.
Third-quarter GAAP diluted EPS $1.15 per share Three months ended September 30, 2026; down 22% year over year.
Third-quarter Adjusted EPS $1.41 per share Three months ended September 30, 2026; down 24% year over year.
Nine-month revenue $1,289.6 million Nine months ended September 30, 2026; up 9% year over year.
Nine-month GAAP pretax income $251.3 million Nine months ended September 30, 2026; up 14% year over year.
Nine-month GAAP diluted EPS $5.02 per share Nine months ended September 30, 2026; up 7% year over year.
Nine-month Adjusted EPS $4.92 per share Nine months ended September 30, 2026; up 11% year over year.
Adjusted Pretax Income financial
"Adjusted Pretax Income"
Adjusted Net Income, If-Converted financial
"Adjusted Net Income, If-Converted"
Secured Overnight Financing Rate financial
"Secured Overnight Financing Rate plus 1.75% per annum"
A secured overnight financing rate (SOFR) is a daily benchmark interest rate that reflects the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Think of it as the market price to “rent” cash for a day with a very safe pledge, similar to paying a short-term rental fee for money backed by government bonds. Investors track SOFR because it underpins pricing for loans, bonds and derivatives, so movements change borrowing costs, interest income and the valuation of interest-rate–linked positions.
Partnership Units financial
"assuming all Partnership Units have been exchanged"
Partnership units are ownership shares in a business organized as a partnership; owning a unit is like holding a slice of the company’s profit pie and a claim on its assets. For investors, these units matter because they determine how income, losses and cash distributions are allocated, affect voting or control rights, and often carry different tax and liquidity implications than corporate stock — think of them as a direct stake in the partnership’s performance and payouts.
Third-quarter revenue $385.1 million decreased 14% year over year
Third-quarter GAAP pretax income $68.8 million decreased 24% year over year
Third-quarter GAAP diluted EPS $1.15 per share decreased 22% year over year
Third-quarter Adjusted EPS $1.41 per share decreased 24% year over year
Nine-month revenue $1,289.6 million increased 9% year over year
Nine-month GAAP pretax income $251.3 million increased 14% year over year
Nine-month GAAP diluted EPS $5.02 per share increased 7% year over year
Nine-month Adjusted EPS $4.92 per share increased 11% year over year

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How did PJT perform in the third quarter of 2026?

PJT reported revenue of $385.1 million, down 14% from the prior-year quarter, and GAAP diluted EPS of $1.15, down 22%. GAAP pretax income was $68.8 million, down 24%; Adjusted EPS was $1.41, down 24%.

What were PJT's results for the first nine months of 2026?

Revenue was $1,289.6 million, up 9% from a year earlier. GAAP pretax income was $251.3 million, up 14%, and GAAP diluted EPS was $5.02, up 7%; Adjusted EPS was $4.92, up 11%.

What are the terms of PJT's amended revolving credit facility?

The subsidiary's revolving credit facility matures November 2, 2029. Outstanding borrowings bear interest at the Secured Overnight Financing Rate plus 1.75% per annum, and the unused portion carries a 0.20% annual commitment fee, payable quarterly in arrears.

What cash exchange does PJT intend to make?

PJT intends to exchange 75 thousand Partnership Units for cash at an amount to be determined by the volume-weighted average price per share of its Class A common stock on November 5, 2026, subject to Board of Directors approval.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001626115false00016261152026-11-022026-11-02

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

—————————

FORM 8-K

—————————

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 2, 2026

—————————

img158893386_0.jpg

PJT Partners Inc.
(Exact name of registrant as specified in its charter)

 

Delaware

001-36869

36-4797143

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

280 Park Avenue
New York, New York

10017

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 364-7800

Not Applicable
(Former name or former address, if changed since last report.)

—————————

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)

☐

Pre‑commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

☐

Pre‑commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

Securities registered pursuant to Section 12(b) of the Act:
 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Class A common stock, par value $0.01 per share

 

PJT

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 


 

Item 1.01.

Entry into a Material Definitive Agreement.

On November 2, 2026, PJT Partners Holdings LP, a subsidiary of PJT Partners Inc. (the “Company”), as borrower (the “Borrower”), entered into an Amended and Restated Credit Agreement (the “Amendment and Restatement”) and related documents with Bank of America, N.A., also acting as administrative agent and letters of credit issuer, and Truist Bank and PNC Bank, N.A., collectively, as lenders. The Amendment and Restatement amends and restates in its entirety the terms of the Borrower’s $100 million syndicated revolving credit facility dated as of July 29, 2024, as amended on July 28, 2026, and extends the maturity date to November 2, 2029. Outstanding borrowings under the revolving credit facility bear interest of Secured Overnight Financing Rate plus 1.75% per annum. The Borrower will also pay a commitment fee on the unused portion of the revolving credit facility of 0.20% per annum, payable quarterly in arrears. There were no borrowings outstanding as of the closing date.

The full text of the Amendment and Restatement will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.

Item 2.02.

Results of Operations.

On November 3, 2026, the Company issued a press release announcing the financial results for its third quarter and nine months ended September 30, 2026.

A copy of the press release is attached hereto as Exhibit 99.1. The information contained under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information in Item 1.01 of this report is incorporated by reference into this Item 2.03.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press release of PJT Partners Inc. dated November 3, 2026 announcing the Company’s third quarter and nine months 2026 results.

104

 

The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

 

 


 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

PJT Partners Inc.

 

By:

 

/s/ Arun J. Kalra

 

Name: Arun J. Kalra

 

Title: Chief Financial Officer

Date: November 3, 2026

 


Exhibit 99.1

 

 

img173308779_0.gif

img173308779_1.jpg

 

 

PJT Partners Inc. Reports Third Quarter and Record Nine Months 2026 Results

Third Quarter Overview

>
Revenues of $385 million, a decrease of 14% from a year ago
>
GAAP Pretax Income of $69 million and Adjusted Pretax Income of $72 million, decreases of 24% and 23%, respectively, from a year ago
>
GAAP Diluted EPS of $1.15 and Adjusted EPS of $1.41, decreases of 22% and 24%, respectively, from a year ago

Nine Months Overview

>
Record year-to-date Revenues, Pretax Income, and EPS
–
Revenues of $1.29 billion, an increase of 9% from a year ago
–
GAAP Pretax Income of $251 million and Adjusted Pretax Income of $262 million, both increased 14% from a year ago
–
GAAP Diluted EPS of $5.02 and Adjusted EPS of $4.92, increases of 7% and 11%, respectively, from a year ago

Balance Sheet and Capital Management

>
Record Cash, Cash equivalents, and Short-term investments of $766 million and no funded debt
>
Repurchased 2.3 million shares and share equivalents through September 30, 2026

 

Paul J. Taubman, Chairman and Chief Executive Officer, said, “We continue to invest in our business to enhance our footprint, our capabilities, and our brand with the goal of better serving our clients and continuing to expand our market share. Our results continue to reflect this investment as we delivered record Revenues, record Pretax Income, and record EPS for the nine-month period. As before, we remain highly confident in our future growth prospects.”

New York, November 3, 2026: PJT Partners Inc. (the “Company,” “PJT Partners,” “we,” “us,” and “our”) (NYSE: PJT) today announced its financial results for the third quarter and nine months ended September 30, 2026.

Media Relations: Jon Keehner

Joele Frank, Wilkinson Brimmer Katcher

Tel: +1 212.355.4449

PJT-JF@joelefrank.com

Investor Relations: Sharon Pearson

PJT Partners Inc.

Tel: +1 212.364.7120

pearson@pjtpartners.com

 


 

Revenues and Expenses

The following tables set forth information relating to the Company’s revenues and expenses for the three and nine months ended September 30, 2026 and 2025:

 

 

Three Months Ended September 30,

 

 

GAAP

 

As Adjusted

 

 

2026

 

 

2025

 

 

Change

 

2026

 

 

2025

 

 

Change

 

 

(Dollars in Millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

385.1

 

 

$

447.1

 

 

(14)%

 

$

385.1

 

 

$

447.1

 

 

(14)%

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and Benefits

 

$

258.4

 

 

$

303.3

 

 

(15)%

 

$

256.1

 

 

$

301.7

 

 

(15)%

% of Revenues

 

 

67.1

%

 

 

67.8

%

 

 

 

 

66.5

%

 

 

67.5

%

 

 

Non-Compensation

 

$

57.9

 

 

$

52.8

 

 

10%

 

$

56.7

 

 

$

51.4

 

 

10%

% of Revenues

 

 

15.0

%

 

 

11.8

%

 

 

 

 

14.7

%

 

 

11.5

%

 

 

Total Expenses

 

$

316.3

 

 

$

356.1

 

 

(11)%

 

$

312.8

 

 

$

353.1

 

 

(11)%

% of Revenues

 

 

82.1

%

 

 

79.7

%

 

 

 

 

81.2

%

 

 

79.0

%

 

 

Pretax Income

 

$

68.8

 

 

$

91.0

 

 

(24)%

 

$

72.4

 

 

$

94.0

 

 

(23)%

% of Revenues

 

 

17.9

%

 

 

20.3

%

 

 

 

 

18.8

%

 

 

21.0

%

 

 

 

 

 

Nine Months Ended September 30,

 

 

GAAP

 

As Adjusted

 

 

2026

 

 

2025

 

 

Change

 

2026

 

 

2025

 

 

Change

 

 

(Dollars in Millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

1,289.6

 

 

$

1,178.5

 

 

9%

 

$

1,289.6

 

 

$

1,178.5

 

 

9%

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and Benefits

 

$

864.2

 

 

$

801.3

 

 

8%

 

$

857.6

 

 

$

795.5

 

 

8%

% of Revenues

 

 

67.0

%

 

 

68.0

%

 

 

 

 

66.5

%

 

 

67.5

%

 

 

Non-Compensation

 

$

174.1

 

 

$

157.2

 

 

11%

 

$

170.2

 

 

$

152.8

 

 

11%

% of Revenues

 

 

13.5

%

 

 

13.3

%

 

 

 

 

13.2

%

 

 

13.0

%

 

 

Total Expenses

 

$

1,038.3

 

 

$

958.5

 

 

8%

 

$

1,027.8

 

 

$

948.3

 

 

8%

% of Revenues

 

 

80.5

%

 

 

81.3

%

 

 

 

 

79.7

%

 

 

80.5

%

 

 

Pretax Income

 

$

251.3

 

 

$

220.0

 

 

14%

 

$

261.8

 

 

$

230.2

 

 

14%

% of Revenues

 

 

19.5

%

 

 

18.7

%

 

 

 

 

20.3

%

 

 

19.5

%

 

 

Revenues

Three Months Ended

The decrease in Revenues was due to decreases in strategic advisory, restructuring, and private capital solutions revenues, partially offset by an increase in primary fundraising revenues.

Nine Months Ended

The increase in Revenues was due to increases in strategic advisory, restructuring, and private capital solutions revenues.

Compensation and Benefits Expense

Three Months Ended

GAAP Compensation and Benefits Expense was $258 million for the current quarter compared with $303 million in the prior year. Adjusted Compensation and Benefits Expense was $256 million compared with

2


 

$302 million in the prior year. The decrease in Compensation and Benefits Expense was driven by the combination of lower revenues and a lower accrual rate compared with the prior year.

Nine Months Ended

GAAP Compensation and Benefits Expense was $864 million compared with $801 million in the prior year. Adjusted Compensation and Benefits Expense was $858 million compared with $795 million in the prior year. The increase in Compensation and Benefits Expense was driven by higher revenues compared with the prior year, partially offset by a lower accrual rate.

Non-Compensation Expense

Three Months Ended

GAAP Non-Compensation Expense was $58 million for the current quarter compared with $53 million in the prior year. Adjusted Non-Compensation Expense was $57 million for the current quarter compared with $51 million in the prior year.

The increases in Non-Compensation Expense were driven by: (i) Continued investments in technology infrastructure and higher market data expense, which resulted in increased Communications and Information Services expense; (ii) Expansion of our global office footprint and the associated build-out, which resulted in increased Occupancy and Related, and Depreciation and Amortization expense, respectively; and (iii) Elevated business-related activity and higher travel costs, which resulted in increased Travel and Related expense.

Nine Months Ended

GAAP Non-Compensation Expense was $174 million compared with $157 million in the prior year. Adjusted Non-Compensation Expense was $170 million compared with $153 million in the prior year.

The increases in Non-Compensation Expense were driven by: (i) Expansion of our global office footprint and the associated build-out, which resulted in increased Occupancy and Related, and Depreciation and Amortization expense, respectively; (ii) Elevated business-related activity and higher travel costs, which resulted in increased Travel and Related expense; and (iii) Continued investments in technology infrastructure and higher market data expense, which resulted in increased Communications and Information Services expense.

Provision for Taxes

As of September 30, 2026, the Company owned 64.6% of PJT Partners Holdings LP. The Company is subject to U.S. federal and state corporate income tax while PJT Partners Holdings LP and its operating subsidiaries are subject to certain state, local and foreign income taxes. Refer to Note 11. “Stockholders’ Equity” in the “Notes to Consolidated Financial Statements” in “Part II. Item 8. Financial Statements and Supplementary Data” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for further information about the corporate ownership structure. The effective tax rate for GAAP Net Income for the three months ended September 30, 2026 and 2025 was 18.6% and 17.6%, respectively. The effective tax rate for GAAP Net Income for the nine months ended September 30, 2026 and 2025 was 9.8% and 4.3%, respectively.

The effective tax rate for Adjusted Net Income, If-Converted for the nine months ended September 30, 2026 was 19.5% compared with 14.1% for the full year 2025.

3


 

Balance Sheet and Capital Management

As of September 30, 2026, the Company held Cash, Cash equivalents and Short-term investments of $766 million and had no funded debt.

During the third quarter 2026, the Company repurchased 0.2 million shares and share equivalents at an average price of $156.74 per share. During the nine months ended September 30, 2026, the Company repurchased 2.3 million shares and share equivalents at an average price of $154.07 per share.

As of September 30, 2026, the Company’s remaining repurchase authorization was $739 million.

The Company intends to exchange 75 thousand Partnership Units for cash at an amount to be determined by the volume-weighted average price per share of the Company’s Class A common stock on November 5, 2026, subject to approval by the Board of Directors.

Dividend

The Board of Directors of the Company has declared a quarterly dividend of $0.25 per share of Class A common stock. The dividend will be paid on December 16, 2026 to Class A common stockholders of record as of December 2, 2026.

Quarterly Investor Call Details

PJT Partners will host a conference call on November 3, 2026 at 8:30 a.m. ET to discuss its third quarter and nine months ended September 30, 2026 results. The conference call can be accessed via the internet at www.pjtpartners.com or by dialing +1 (800) 343-4849 (U.S. domestic) or +1 (203) 518-9848 (international), passcode PJTP3Q26. For those unable to listen to the live broadcast, a replay will be available following the call at www.pjtpartners.com.

About PJT Partners

PJT Partners is a premier, global, advisory-focused investment bank that was built from the ground up to be different. Our highly experienced, collaborative teams provide independent advice coupled with old-world, high-touch client service. This ethos has allowed us to attract some of the very best talent in the markets in which we operate. We deliver leading advice to many of the world’s most consequential companies, effect some of the most transformative transactions and restructurings and raise billions of dollars of capital around the globe to support startups and more established companies. To learn more about PJT Partners, please visit our website at www.pjtpartners.com.

Forward-Looking Statements

Certain material presented herein contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include certain information concerning future results of operations, business strategies, acquisitions, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “opportunity,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “might,” “should,” “could” or the negative of these terms or similar expressions.

4


 

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict, many of which are outside our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not place undue reliance upon any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: (a) changes in governmental regulations and policies; (b) cyber attacks, security vulnerabilities and internet disruptions, including breaches of data security and privacy leaks, data loss and business interruptions; (c) failures of our remote and on-premises computer or communication systems, including as a result of a catastrophic event; (d) the impact of catastrophic events, including business disruptions, pandemics, reductions in employment and an increase in business failures on (1) the U.S. and the global economy and (2) our employees and our ability to provide services to our clients and respond to their needs; (e) the failure of third-party service providers to perform their functions; (f) volatility in the political and economic environment, including but not limited to inflation, changes to global trade policies, elevated interest rates, potential government shutdowns, and geopolitical or military conflicts; and (g) significant technological disruption, including the rapid development and adoption of emerging technologies, such as artificial intelligence.

Any of these factors, as well as such other factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the United States Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in the Company’s periodic filings with the SEC, accessible on the SEC’s website at www.sec.gov, could cause the Company’s results to differ materially from those expressed in forward-looking statements. There may be other risks and uncertainties that the Company is unable to predict at this time or that are not currently expected to have a material adverse effect on its business. Any such risks could cause the Company’s results to differ materially from those expressed in forward-looking statements.

Non-GAAP Financial Measures

The following represent additional performance measures that management uses in making resource allocation and/or compensation decisions. These measures should not be considered substitutes for, or superior to, financial measures prepared in accordance with GAAP.

Management believes the following non-GAAP measures, when presented together with comparable GAAP measures, are useful to investors in understanding the Company’s operating results: Adjusted Pretax Income; Adjusted Net Income, If-Converted, in total and on a per-share basis (referred to as “Adjusted EPS”); Adjusted Compensation and Benefits Expense; and Adjusted Non-Compensation Expense. These non-GAAP measures, presented and discussed in this earnings release, remove the impact of: (a) acquisition-related compensation expense; (b) acquisition-related intangible asset amortization; and (c) the net change to the amount the Company has agreed to pay Blackstone Inc. (our “former Parent”) related to the net realized cash benefit from certain compensation-related tax deductions. Reconciliations of the non-GAAP measures to their most directly comparable GAAP measures and further detail regarding the adjustments are provided in the Appendix.

5


 

To help investors understand the effect of the Company’s ownership structure, the Company has presented Adjusted Net Income, If-Converted. This measure illustrates the impact of taxes on Adjusted Pretax Income, assuming all Partnership Units have been exchanged for shares of the Company’s Class A common stock, resulting in all of the Company’s income becoming subject to corporate-level tax, considering both current and deferred income tax effects. This tax rate excludes a number of adjustments, including, but not limited to, the tax benefits of acquisition-related compensation expense and amortization expense.

6


 

Appendix

GAAP Condensed Consolidated Statements of Operations (unaudited)

Reconciliations of GAAP to Non-GAAP Financial Data (unaudited)

Summary of Shares Outstanding (unaudited)

Footnotes

 

7


 

PJT Partners Inc.

GAAP Condensed Consolidated Statements of Operations (unaudited)

(Dollars in Thousands, Except Share and Per Share Data)

 

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenues

 

$

385,120

 

 

$

447,093

 

 

$

1,289,614

 

 

$

1,178,508

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and Benefits

 

 

258,382

 

 

 

303,329

 

 

 

864,243

 

 

 

801,305

 

Occupancy and Related

 

 

16,027

 

 

 

15,424

 

 

 

47,506

 

 

 

44,197

 

Travel and Related

 

 

11,433

 

 

 

10,379

 

 

 

37,907

 

 

 

32,987

 

Professional Fees

 

 

10,344

 

 

 

9,775

 

 

 

29,746

 

 

 

26,211

 

Communications and Information Services

 

 

11,147

 

 

 

8,502

 

 

 

32,062

 

 

 

27,378

 

Depreciation and Amortization

 

 

4,195

 

 

 

3,406

 

 

 

12,483

 

 

 

9,900

 

Other Expenses

 

 

4,801

 

 

 

5,325

 

 

 

14,398

 

 

 

16,520

 

Total Expenses

 

 

316,329

 

 

 

356,140

 

 

 

1,038,345

 

 

 

958,498

 

Income Before Provision (Benefit) for Taxes

 

 

68,791

 

 

 

90,953

 

 

 

251,269

 

 

 

220,010

 

Provision (Benefit) for Taxes

 

 

12,770

 

 

 

15,996

 

 

 

24,710

 

 

 

9,452

 

Net Income

 

 

56,021

 

 

 

74,957

 

 

 

226,559

 

 

 

210,558

 

Net Income Attributable to Non-Controlling Interests

 

 

24,192

 

 

 

35,118

 

 

 

88,396

 

 

 

83,803

 

Net Income Attributable to PJT Partners Inc.

 

$

31,829

 

 

$

39,839

 

 

$

138,163

 

 

$

126,755

 

Net Income Per Share of Class A Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.19

 

 

$

1.55

 

 

$

5.20

 

 

$

4.93

 

Diluted

 

$

1.15

 

 

$

1.47

 

 

$

5.02

 

 

$

4.70

 

Weighted-Average Shares of Class A Common
   Stock Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

26,698,708

 

 

 

25,749,143

 

 

 

26,589,647

 

 

 

25,704,472

 

Diluted

 

 

42,698,217

 

 

 

28,633,155

 

 

 

28,655,275

 

 

 

43,896,543

 

 

8


 

PJT Partners Inc.

Reconciliations of GAAP to Non-GAAP Financial Data (unaudited)

(Dollars in Thousands, Except Share and Per Share Data)

 

 

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

GAAP Compensation and Benefits Expense

 

$

258,382

 

 

$

303,329

 

 

$

864,243

 

 

$

801,305

 

Acquisition-Related Compensation Expense(1)

 

 

(2,277

)

 

 

(1,598

)

 

 

(6,650

)

 

 

(5,814

)

Adjusted Compensation and Benefits Expense

 

$

256,105

 

 

$

301,731

 

 

$

857,593

 

 

$

795,491

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Non-Compensation Expense

 

$

57,947

 

 

$

52,811

 

 

$

174,102

 

 

$

157,193

 

Amortization of Intangible Assets(2)

 

 

(1,270

)

 

 

(1,437

)

 

 

(3,809

)

 

 

(4,311

)

Spin-Off-Related Payable(3)

 

 

(23

)

 

 

(18

)

 

 

(117

)

 

 

(66

)

Adjusted Non-Compensation Expense

 

$

56,654

 

 

$

51,356

 

 

$

170,176

 

 

$

152,816

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Pretax Income

 

$

68,791

 

 

$

90,953

 

 

$

251,269

 

 

$

220,010

 

Acquisition-Related Compensation Expense(1)

 

 

2,277

 

 

 

1,598

 

 

 

6,650

 

 

 

5,814

 

Amortization of Intangible Assets(2)

 

 

1,270

 

 

 

1,437

 

 

 

3,809

 

 

 

4,311

 

Spin-Off-Related Payable(3)

 

 

23

 

 

 

18

 

 

 

117

 

 

 

66

 

Adjusted Pretax Income

 

$

72,361

 

 

$

94,006

 

 

$

261,845

 

 

$

230,201

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Provision (Benefit) for Taxes

 

$

12,770

 

 

$

15,996

 

 

$

24,710

 

 

$

9,452

 

Non-GAAP Tax Adjustments

 

 

(554

)

 

 

(2,787

)

 

 

26,350

 

 

 

26,229

 

Adjusted If-Converted Taxes(4)

 

$

12,216

 

 

$

13,209

 

 

$

51,060

 

 

$

35,681

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Net Income

 

$

56,021

 

 

$

74,957

 

 

$

226,559

 

 

$

210,558

 

Acquisition-Related Compensation Expense(1)

 

 

2,277

 

 

 

1,598

 

 

 

6,650

 

 

 

5,814

 

Amortization of Intangible Assets(2)

 

 

1,270

 

 

 

1,437

 

 

 

3,809

 

 

 

4,311

 

Spin-Off-Related Payable(3)

 

 

23

 

 

 

18

 

 

 

117

 

 

 

66

 

Add: GAAP Provision (Benefit) for Taxes

 

 

12,770

 

 

 

15,996

 

 

 

24,710

 

 

 

9,452

 

Less: Adjusted If-Converted Taxes(4)

 

 

(12,216

)

 

 

(13,209

)

 

 

(51,060

)

 

 

(35,681

)

Adjusted Net Income, If-Converted

 

$

60,145

 

 

$

80,797

 

 

$

210,785

 

 

$

194,520

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Net Income, If-Converted Per Share

 

$

1.41

 

 

$

1.85

 

 

$

4.92

 

 

$

4.43

 

Weighted-Average Shares Outstanding, If-Converted

 

 

42,698,217

 

 

 

43,788,652

 

 

 

42,859,683

 

 

 

43,896,543

 

 

9


 

PJT Partners Inc.

Summary of Shares Outstanding (unaudited)

 

The following table provides a summary of weighted-average shares outstanding for the three and nine months ended September 30, 2026 and 2025 for both basic and diluted shares. The table also provides a reconciliation to If-Converted Shares Outstanding assuming that all Partnership Units and unvested PJT Partners Inc. restricted stock units (“RSUs”) were converted to shares of the Company’s Class A common stock:

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Weighted-Average Shares Outstanding - GAAP

 

 

 

 

 

 

 

 

 

 

 

 

Basic Shares Outstanding, GAAP

 

 

26,698,708

 

 

 

25,749,143

 

 

 

26,589,647

 

 

 

25,704,472

 

Dilutive Impact of Unvested RSUs(5)

 

 

2,009,349

 

 

 

2,884,012

 

 

 

2,065,628

 

 

 

2,846,714

 

Dilutive Impact of Partnership Units(6)

 

 

13,990,160

 

 

 

—

 

 

 

—

 

 

 

15,345,357

 

Diluted Shares Outstanding, GAAP

 

 

42,698,217

 

 

 

28,633,155

 

 

 

28,655,275

 

 

 

43,896,543

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-Average Shares Outstanding - If-Converted

 

 

 

 

 

 

 

 

 

 

 

 

Basic Shares Outstanding, GAAP

 

 

26,698,708

 

 

 

25,749,143

 

 

 

26,589,647

 

 

 

25,704,472

 

Unvested RSUs(5)

 

 

2,009,349

 

 

 

2,884,012

 

 

 

2,065,628

 

 

 

2,846,714

 

Partnership Units(6)

 

 

13,990,160

 

 

 

15,155,497

 

 

 

14,204,408

 

 

 

15,345,357

 

If-Converted Shares Outstanding

 

 

42,698,217

 

 

 

43,788,652

 

 

 

42,859,683

 

 

 

43,896,543

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of September 30,

 

 

 

 

 

 

2026

 

 

2025

 

 

 

 

 

 

 

Fully-Diluted Shares Outstanding(7)

 

 

44,864,862

 

 

 

45,788,361

 

 

 

 

 

 

 

 

10


 

Footnotes

 

(1)
This adjustment adds back to GAAP Pretax Income acquisition-related compensation expense for equity-based awards granted in connection with the acquisition of deNovo Partners on October 1, 2024.
(2)
This adjustment adds back to GAAP Pretax Income amounts for the amortization of intangible assets that are associated with the acquisition of PJT Capital LP on October 1, 2015, the acquisition of CamberView on October 1, 2018, and the acquisition of deNovo Partners on October 1, 2024.
(3)
This adjustment adds back to GAAP Pretax Income the net change to the amount the Company has agreed to pay our former Parent related to the net realized cash benefit from certain compensation-related tax deductions. Such amounts are reflected in Other Expenses in the Condensed Consolidated Statements of Operations.
(4)
Represents taxes on Adjusted Pretax Income, assuming all Partnership Units have been exchanged for shares of the Company’s Class A common stock, resulting in all of the Company’s income becoming subject to corporate-level tax, considering both current and deferred income tax effects. This tax rate excludes a number of adjustments, including, but not limited to, the tax benefits of acquisition-related compensation expense and amortization expense.
(5)
Represents the dilutive impact under the treasury stock method of unvested RSUs that have a remaining service requirement.
(6)
Represents the number of shares assuming the conversion of all Partnership Units, including Partnership Units with a remaining service requirement.
(7)
Assumes all Partnership Units and unvested RSUs have been converted to shares of the Company’s Class A common stock.

 

Note: Amounts presented in tables above may not add or recalculate due to rounding.

11


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