PJT Partners (PJT) grants 14,613 LTIP incentive units to Managing Partner

Rhea-AI Filing Summary

PJT Partners Managing Partner Lee Ji-Yeun reported an equity compensation grant tied to partnership interests in PJT Partners Holdings LP. On February 9, 2026, Lee acquired 14,613 LTIP Units as a long-term incentive award for the 2025 performance year, at an exercise price of $0.

These LTIP Units generally vest in three equal installments on March 1, 2028, March 1, 2029 and March 1, 2030. Upon specified events, each LTIP Unit can automatically convert into one Partnership Unit, and Partnership Units may then be exchanged quarterly for cash or, at PJT Partners’ election, one share of Class A common stock per unit. After this grant, Lee directly holds 699,849 derivative Partnership Units and is also reported as indirectly holding 100,000 additional units through a family trust.

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^*

Lee Ji-Yeun

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Managing Partner

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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)	02/09/2026		A		14,613		(1)(2)	(1)(2)	Class A Common Stock	14,613	$0	699,849(3)(4)	D
Partnership Units of PJT Partners Holdings LP	(2)							(2)	(2)	Class A Common Stock	100,000		100,000(3)	I	By family trust

Explanation of Responses:

1. Represents a series of LTIP Units of PJT Partners Holdings LP ("LTIP Units") granted by the Issuer to the Reporting Person as a long-term incentive award with respect to the 2025 performance year. These LTIP Units generally vest ratably over three years on each of March 1, 2028, March 1, 2029 and March 1, 2030. Upon the occurrence of specified events, the LTIP Units reported herein can automatically be converted into Partnership Units of PJT Partners Holdings LP ("Partnership Units") on a one-for-one basis.

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. Includes Partnership Units that were acquired through prior grants or the occurrence of previously disclosed vesting events and reported as Founder LTIP Units, Earn-Out LTIP Units, LTIP Units or as Performance LTIP Units of PJT Partners Holdings LP.

4. Please note that certain Partnership Units remain subject to previously disclosed time-based vesting conditions.

	/s/ David K.F. Gillis, Attorney-in-Fact	02/11/2026
	** 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 Lee Ji-Yeun?

PJT reported that Managing Partner Lee Ji-Yeun received a grant of 14,613 LTIP Units in PJT Partners Holdings LP on February 9, 2026. These units are a long-term incentive award linked to the company’s 2025 performance year and vest over three years.

How do the new LTIP Units granted to PJT’s Lee Ji-Yeun vest?

The 14,613 LTIP Units granted to Lee Ji-Yeun generally vest ratably over three years. Vesting is scheduled in equal portions on March 1, 2028, March 1, 2029 and March 1, 2030, aligning the award with longer-term company performance.

Can PJT (PJT) LTIP Units and Partnership Units convert into Class A common stock?

The reported LTIP Units can convert one-for-one into Partnership Units upon specified events. Subject to PJT’s Exchange Agreement, Partnership Units may then be exchanged quarterly for either cash or, at PJT’s election, one share of Class A common stock per unit.

How many PJT partnership units does Lee Ji-Yeun hold after the reported grant?

After the grant, Lee Ji-Yeun directly holds 699,849 Partnership Units of PJT Partners Holdings LP as derivative securities. In addition, the filing reports an indirect holding of 100,000 Partnership Units through a family trust, reflecting both direct and indirect interests.

What type of Form 4 transaction code is used for PJT’s LTIP grant to Lee Ji-Yeun?

The transaction uses code “A”, which indicates a grant, award or other acquisition rather than an open-market purchase. The 14,613 LTIP Units were granted at a price of $0, reflecting equity compensation rather than a cash investment.

What performance period is tied to the PJT LTIP Units granted to Lee Ji-Yeun?

The series of LTIP Units granted to Managing Partner Lee Ji-Yeun is described as a long-term incentive award with respect to the 2025 performance year. This links the award’s economics to PJT’s performance over that specific period.