PJT Partners (NYSE: PJT) director exchanges 30K partnership units for cash

Rhea-AI Filing Summary

PJT Partners Inc. director Whitney Kenneth C reported a derivative transaction involving partnership units of PJT Partners Holdings LP. On February 5, 2026, 30,000 Partnership Units were exchanged for cash following an earlier exchange election submitted on November 25, 2025.

Under the issuer’s Exchange Agreement, these 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. The filing shows a transaction price of $159.92 per underlying share and indicates 122,150 derivative securities beneficially owned directly by the director after the transaction.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Whitney Kenneth C

(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
	Officer (give title below)		Other (specify below)

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			30,000(3)	(2)	(2)	Class A Common Stock	30,000	$159.92	122,150	D

Explanation of Responses:

1. On November 25, 2025, the Reporting Person submitted an Election to Exchange 30,000 Partnership Units of PJT Partners Holdings LP ("Partnership Units"), with such exchange to 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.

	/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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did PJT director Whitney Kenneth C report?

PJT director Whitney Kenneth C reported exchanging 30,000 Partnership Units of PJT Partners Holdings LP for cash on February 5, 2026. The units were linked to PJT Class A common stock on a one-for-one basis under the company’s Exchange Agreement.

How are PJT Partners Holdings LP Partnership Units exchangeable under PJT (PJT) agreements?

Under PJT’s Exchange Agreement, Partnership Units of PJT Partners Holdings LP may be exchanged on a quarterly basis. They can be settled either in cash or, at the issuer’s election, in Class A common stock of PJT Partners Inc. on a one-for-one share basis.

What was the price reference for the PJT director’s 30,000-unit exchange?

The Form 4 lists a transaction price of $159.92 per underlying share for the exchange of 30,000 Partnership Units on February 5, 2026. This price figure is associated with the derivative security transaction in Table II of the filing.

Did PJT issue new Class A shares in this 30,000-unit exchange?

No. The footnotes state that, effective February 5, 2026, the reporting person’s 30,000 Partnership Units were exchanged for cash. Although the Exchange Agreement allows stock or cash settlement, this specific transaction was settled only in cash.

How many derivative securities does the PJT director hold after the reported transaction?

After the February 5, 2026 exchange, the Form 4 shows 122,150 derivative securities beneficially owned directly by the director. These are reported as Partnership Units of PJT Partners Holdings LP linked to PJT Partners Inc. Class A common stock under the exchange framework.

When did the PJT director elect to exchange the 30,000 Partnership Units?

The director submitted an Election to Exchange on November 25, 2025 for 30,000 Partnership Units of PJT Partners Holdings LP. The filing explains that settlement could be in cash or Class A common stock, at the discretion of PJT’s Board of Directors.