Minor Insider Acquisition: PJT Director Receives 11 Dividend RSUs

Rhea-AI Filing Summary

PJT Partners Inc. (PJT) – Form 4 Insider Transaction

Director Grace Reksten Skaugen reported a minor change in beneficial ownership on 18 June 2025. The filing discloses the automatic crediting of 11 Restricted Stock Units (RSUs) that represent dividend-equivalent rights linked to the company’s regular dividend. Each RSU entitles the holder to receive one share of PJT Class A common stock upon vesting; the newly credited units will vest concurrently with the underlying RSU grant. The transaction was coded “A” (acquisition) at a cost basis of $0 and was recorded as a direct holding.

Following this immaterial acquisition, Skaugen now holds 7,905 RSUs. No open-market purchases or sales of common shares were reported, and no dispositions occurred. The filing is routine and does not indicate any change to the director’s trading plan or corporate governance status.

Positive

• Insider acquisition (11 RSUs) modestly increases director ownership, albeit immaterial in size.

Negative

• None.

Insights

Sell-side Financial Analyst

TL;DR: Small, zero-cost RSU dividend accrual; negligible market impact.

The Form 4 records an automatic credit of 11 RSUs (≈US$0 consideration) to Director Grace Reksten Skaugen. Such dividend-equivalent adjustments are standard for share-settled equity awards and do not reflect an active investment decision. Post-transaction beneficial ownership rises to 7,905 RSUs, a de minimis change that neither signals confidence nor concern. No common-stock trades, pricing data, or vesting accelerations were disclosed. Consequently, the filing is non-impactful for valuation or sentiment purposes.

Corporate Governance Specialist

TL;DR: Routine Section 16(a) compliance; no governance red flags.

This Form 4 reflects ordinary-course dividend equivalents on outstanding RSUs, filed within the two-business-day window, demonstrating proper Section 16 compliance. Because the units vest on the same schedule as the underlying grant and were accepted at $0, the action neither alters alignment incentives nor raises insider-trading concerns. Governance impact is therefore neutral, and investors need not adjust risk assessments.

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^*

Skaugen Grace Reksten

(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)		11		(2)	(2)	Class A Common Stock	11	$0	7,905	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 RSUs did Grace Reksten Skaugen acquire on 18 June 2025?

The director received 11 Restricted Stock Units as dividend-equivalent rights.

What is the total PJT derivative security holding for the director after the transaction?

Grace Reksten Skaugen now beneficially owns 7,905 RSUs.

Did the filing report any open-market purchases or sales of PJT common stock?

No. The Form 4 shows only a zero-cost RSU accrual; no common-stock trades were reported.

What was the transaction code used in the Form 4 for PJT Partners?

The transaction was coded "A", indicating an acquisition of securities.

Do the acquired RSUs vest immediately?

No. They vest at the same time as the underlying RSU grant, as noted in the filing.