PJT Partners (PJT) CEO exchanges 36,000 partnership units for cash

Rhea-AI Filing Summary

PJT Partners Inc. Chairman and CEO Paul J. Taubman reported an exchange of 36,000 Partnership Units of PJT Partners Holdings LP on February 5, 2026, settled for cash at a derivative security price of $159.92 per unit.

Under the issuer’s Exchange Agreement, Partnership Units may be exchanged quarterly for cash or, at the issuer’s election, for shares of Class A common stock on a one-for-one basis. After this transaction, Taubman beneficially owns 5,424,000 Partnership Units, of which 400,000 remain subject to time-based vesting conditions through March 1, 2027.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Taubman Paul J

(Last) (First) (Middle)

280 PARK AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PJT Partners Inc. [ PJT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Partnership Units of PJT Partners Holdings LP(1)	(2)	02/05/2026		M			36,000(3)	(2)	(2)	Class A Common Stock	36,000	$159.92	5,424,000(4)	D

Explanation of Responses:

1. In an SEC Form 8-K filed by the Issuer on November 26, 2025, the Issuer previously disclosed that the Reporting Person had submitted an Election to Exchange these 36,000 Partnership Units of PJT Partners Holdings LP ("Partnership Units") and that such exchange would be settled for either cash or Class A Common Stock, as determined by the Issuer's Board of Directors.

2. Subject to the terms of the Issuer's Exchange Agreement, on a quarterly basis, Partnership Units may be exchanged for cash or, at the election of the Issuer, shares of Class A Common Stock of the Issuer on a one-for-one basis.

3. Effective February 5, 2026, the Reporting Person's Partnership Units were exchanged for cash.

4. Includes Partnership Units that were acquired upon the occurrence of specified vesting events or grants and previously reported as Performance LTIP Units of PJT Partners Holdings LP. Of the 5,424,000 Partnership Units reported, 400,000 remain subject to previously disclosed time-based vesting conditions through March 1, 2027.

	/s/ David K.F. Gillis, Attorney-in-Fact	02/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did PJT (PJT) report for Paul J. Taubman?

PJT Partners reported that Chairman and CEO Paul J. Taubman exchanged 36,000 Partnership Units of PJT Partners Holdings LP for cash on February 5, 2026. The transaction was reported as a derivative security transaction with a price of $159.92 per unit.

How many PJT partnership units does Paul J. Taubman own after this Form 4?

After the reported transaction, Paul J. Taubman beneficially owns 5,424,000 Partnership Units of PJT Partners Holdings LP. According to the filing, 400,000 of these units remain subject to previously disclosed time-based vesting conditions through March 1, 2027.

What was the nature of the February 5, 2026 PJT partnership unit transaction?

The February 5, 2026 transaction was an exchange of 36,000 Partnership Units of PJT Partners Holdings LP by Paul J. Taubman, coded “M” for derivative exercise. The filing states that, effective that date, the Partnership Units were exchanged for cash rather than for Class A common stock.

How does PJT’s Exchange Agreement work for Partnership Units?

The Exchange Agreement allows Partnership Units of PJT Partners Holdings LP to be exchanged on a quarterly basis. Units may be settled in cash or, at the issuer’s election, in shares of PJT Partners Inc. Class A common stock on a one-for-one basis, subject to the agreement’s terms.

Are all of Paul J. Taubman’s PJT partnership units fully vested?

Not all units are fully vested. The filing explains that of the 5,424,000 Partnership Units beneficially owned, 400,000 remain subject to previously disclosed time-based vesting conditions. These vesting conditions extend through March 1, 2027, reflecting prior Performance LTIP unit grants.

What role does Paul J. Taubman hold at PJT Partners Inc.?

Paul J. Taubman is identified in the filing as both a director and an officer of PJT Partners Inc. He serves as Chairman and Chief Executive Officer, and the Form 4 reflects his beneficial ownership and derivative transaction in Partnership Units of PJT Partners Holdings LP.