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  4. [Form 4] PJT Partners Inc. Insider Trading Activity

PJT Partners Insider Whitney Reports Small Automatic RSU Grant

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Form 4 overview: On 06/18/2025, PJT Partners Inc. (ticker: PJT) director Kenneth C. Whitney reported the acquisition of 9 restricted stock units (RSUs) under the company’s dividend-equivalent program. Each RSU represents the contingent right to receive one share of the issuer’s Class A common stock.

Transaction details: • Transaction code: A (acquisition). • Cost: $0, reflecting automatic dividend-equivalent accrual rather than an open-market purchase. • Post-transaction holdings: Mr. Whitney now beneficially owns 6,408 RSUs directly. No non-derivative shares or dispositions were reported.

Implications: The filing represents a routine, small-scale increase (<0.01% of outstanding shares) in insider exposure, driven by standard dividend-equivalent provisions. There is no cash outlay, no sale signal, and no change to board status. While insider acquisitions can be viewed positively, the immaterial size and automatic nature suggest limited market impact.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine 9-unit RSU accrual; negligible financial impact, neutral signal.

The filing reflects housekeeping rather than discretionary insider buying. Because the RSUs stem from dividend-equivalent rights, no incremental cash investment or valuation clue is provided. The director’s total derivative position rises to 6,408 units—still de-minimis relative to PJT’s 40 m+ share count. Consequently, the event carries no earnings or liquidity implications and is unlikely to influence valuation models or sentiment.

TL;DR: Automatic RSU credit aligns director pay with shareholders; impact marginal.

From a governance standpoint, dividend-equivalent RSUs help maintain equity alignment, but the 9-unit increment is immaterial. The disclosure nevertheless confirms compliance with Section 16 and transparency around equity-based compensation. No red flags appear; there is no sale, plan adoption under Rule 10b5-1, or change in role. Overall governance impact is neutral.

Insider Whitney Kenneth C
Role Director
Type Security Shares Price Value
Grant/Award Restricted Stock Units 9 $0.00 --
Holdings After Transaction: Restricted Stock Units — 6,408 shares (Direct)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of Issuer Class A common stock. 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.
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Form 4 Insider Transactions: What Each Field Means →
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)
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) 9 (2) (2) Class A Common Stock 9 $0 6,408 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many PJT restricted stock units did Kenneth C. Whitney acquire on 06/18/2025?

9 RSUs were credited to the director through dividend-equivalent rights.

What is Kenneth C. Whitney’s total RSU holding in PJT after the transaction?

Following the filing, he beneficially owns 6,408 RSUs directly.

Did the PJT director sell any shares in this Form 4 filing?

No. The filing reports an acquisition only; there were no dispositions.

Was there any cash paid for the RSUs acquired?

No. The RSUs were issued at $0 cost as dividend-equivalent rights.

Does this Form 4 impact PJT’s share count or earnings?

The 9-unit addition is immaterial relative to PJT’s total shares and has no earnings effect.