[Form 4] PJT Partners Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ryan Thomas M, a director of PJT Partners Inc. (PJT), reported a Form 4 filing showing a transaction on 09/17/2025. The filing records the acquisition of 17 restricted stock units (RSUs) that include dividend equivalent rights, each RSU representing a contingent right to one share of Class A common stock. The RSUs were reported at a price of $0 and vest according to the underlying awards. After the transaction the reporting person beneficially owns 12,831 shares of Class A common stock in a direct form. The form was signed by an attorney-in-fact on 09/19/2025.

Positive

• Insider alignment: Reporting person increased equity holdings via 17 RSUs, reinforcing alignment with shareholders
• Timely disclosure: Transaction and signature filed promptly, showing compliance with Section 16 reporting requirements

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant increases insider alignment without indicating major governance change.

The reported grant of 17 RSUs is a standard equity award reflecting compensation or dividend-equivalent accruals tied to existing restricted stock units. Such grants are commonly used to align directors with shareholder interests. The filing shows direct beneficial ownership of 12,831 shares after the award, which is a modest ownership level relative to typical board holdings. There is no indication of accelerated vesting, unusual pricing, or related-party transactions in the filing text.

Securities Analyst

TL;DR: A small, routine insider acquisition; immaterial to valuation but confirms continued equity-based compensation.

The transaction records 17 RSUs received at $0, representing dividend equivalents that vest with underlying awards. This does not change outstanding share count until RSUs settle and is unlikely to be material to PJT Partners' market metrics given the small volume. The filing is timely and properly executed through an attorney-in-fact, indicating standard administrative processing.

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).

1. Name and Address of Reporting Person^*

RYAN THOMAS M

(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)
09/17/2025

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)	09/17/2025		A(2)		17		(2)	(2)	Class A Common Stock	17	$0	12,831	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, as Attorney-in-Fact	09/19/2025
	** 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

What did Ryan Thomas M report on the PJT Form 4 (PJT)?

The filer reported the acquisition of 17 restricted stock units (RSUs) on 09/17/2025, with 12,831 shares beneficially owned after the transaction.

Are the 17 RSUs in the Form 4 for PJT immediately exercisable?

The filing states the RSUs are contingent rights to receive Class A common stock and vest according to the underlying awards; the filing does not state they are immediately exercisable.

What price was reported for the RSUs on the PJT Form 4?

The RSUs were reported at a price of $0, consistent with restricted stock unit awards and dividend equivalents.

How is the ownership form classified for the shares after the transaction?

The filing lists the ownership form as Direct (D) for the 12,831 shares beneficially owned following the transaction.

When was the Form 4 for PJT signed and filed?

The document shows an attorney-in-fact signature dated 09/19/2025 for the reported transaction dated 09/17/2025.