PJT Partners (PJT) General Counsel awarded 6,823 LTIP Units as 2025 incentive

Rhea-AI Filing Summary

PJT Partners Inc. General Counsel David Adam Travin reported an equity-based compensation award. On February 9, 2026, he received 6,823 Partnership Units of PJT Partners Holdings LP, reported as LTIP Units granted for the 2025 performance year at a price of $0 per unit.

These LTIP Units generally vest in three equal installments on March 1, 2028, March 1, 2029, and March 1, 2030. When certain conditions are met, the LTIP Units can convert one-for-one into Partnership Units, which under an exchange agreement may then be exchanged quarterly for cash or, at PJT’s election, for an equal number of Class A common shares.

After this grant, Travin directly holds 20,243 derivative Partnership Units, which include units from prior grants and vesting events, some of which remain subject to time-based vesting conditions.

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^*

Travin David Adam

(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)
	General Counsel

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)	02/09/2026		A		6,823		(1)	(1)	Class A Common Stock	6,823	$0	20,243(2)	D

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 long-term incentive awards 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. 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.

2. Includes Partnership Units that were acquired through prior grants or the occurrence of previously disclosed vesting events and reported as LTIP Units or as Performance LTIP Units of PJT Partners Holdings LP. 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 did PJT (PJT) General Counsel David Adam Travin report in this Form 4?

He reported an equity-based compensation grant of 6,823 Partnership Units of PJT Partners Holdings LP as LTIP Units for the 2025 performance year, received at $0 per unit, increasing his directly held derivative Partnership Units to 20,243 after the transaction.

How do the newly granted PJT (PJT) LTIP Units vest for David Adam Travin?

The 6,823 LTIP Units generally vest ratably over three years. They are scheduled to vest in equal installments on March 1, 2028, March 1, 2029, and March 1, 2030, aligning with long-term performance and retention incentives for PJT’s General Counsel.

Can PJT (PJT) LTIP Units reported by David Adam Travin convert into common stock?

Yes. Upon specified events, LTIP Units automatically convert one-for-one into Partnership Units. Under PJT’s Exchange Agreement, those Partnership Units may then be exchanged quarterly either for cash or, at PJT’s election, for an equal number of Class A common shares.

What is the total number of PJT (PJT) derivative Partnership Units held after this Form 4 transaction?

Following the reported grant, David Adam Travin directly holds 20,243 derivative Partnership Units. This figure includes units from prior grants or vesting events, and some of these Partnership Units remain subject to previously disclosed time-based vesting conditions.

Was the PJT (PJT) LTIP Unit grant to David Adam Travin a purchase or a compensation award?

The filing identifies the transaction as a grant or award acquisition with transaction code A at a $0 price per unit. This indicates a compensatory long-term incentive award rather than an open-market purchase of PJT-related equity interests.

What role does David Adam Travin hold at PJT (PJT) in connection with this equity grant?

He is identified as an officer of PJT Partners Inc., serving as General Counsel. The 6,823 LTIP Units of PJT Partners Holdings LP constitute part of his long-term incentive compensation tied to the company’s 2025 performance year and future service.