[Form 4] PJT Partners Inc. Insider Trading Activity

Rhea-AI Filing Summary

PJT Partners Inc. (PJT) Form 4 filing dated 06/20/2025 reports a minor insider transaction by director Kievdi Don Cornwell.

On 06/18/2025 the director acquired 42 restricted stock units (RSUs) at a price of $0 under dividend-equivalent provisions. Each RSU represents the right to receive one share of PJT Class A common stock upon vesting. Following the award, the reporting person holds 47,290 RSUs in total, all classified as direct ownership.

No open-market purchases, sales, or option exercises were disclosed, and no non-derivative share movements occurred. The filing reflects routine dividend-related accrual rather than a discretionary trade, offering limited insight into management’s outlook or the company’s fundamentals.

Insights

Financial Analyst

TL;DR: Routine dividend-equivalent RSU accrual; negligible financial impact.

The director’s receipt of 42 RSUs—worth only a few thousand dollars—does not materially alter insider ownership or signal confidence shifts. Such accruals are automatic under PJT’s equity compensation plan, aligning insiders with shareholders but lacking transactional intent. With post-transaction holdings of 47,290 RSUs, the ownership change is <1% and unlikely to influence market perception or valuation.

Corporate Governance Expert

TL;DR: Standard Section 16 compliance; no governance red flags.

The Form 4 is timely and complete, indicating proper internal controls over insider reporting. The small, plan-based award does not raise concerns about opportunistic trading or information asymmetry. Investors should view this as routine housekeeping rather than a meaningful governance event.

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
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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^*

Cornwell Kievdi Don

(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)
06/18/2025

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
Restricted Stock Units	(1)	06/18/2025		A(2)		42		(2)	(2)	Class A Common Stock	42	$0	47,290	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Issuer Class A common stock.

2. Represents dividend equivalent rights in connection with the Issuer's dividend that accrue to the reporting person in restricted stock units that vest at the same time(s) as the underlying restricted stock units.

	/s/ David K.F. Gillis	06/20/2025
	** 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

How many PJT shares did Director Kievdi Don Cornwell acquire on 06/18/2025?

He received 42 restricted stock units, each convertible into one Class A share upon vesting.

Was the PJT insider transaction a purchase on the open market?

No. The RSUs were automatic dividend-equivalent accruals, not open-market purchases or sales.

What is the director’s total PJT RSU holding after the transaction?

After the award, the director holds 47,290 restricted stock units directly.

Does this Form 4 suggest any change in PJT’s outlook?

The filing reflects a routine, immaterial equity accrual; it provides little insight into company fundamentals.

Why was there no price listed for the RSUs acquired?

Dividend-equivalent RSUs are granted at $0 cost as part of the company’s shareholder dividend policy.