Form 4: Dividend-Equivalent RSU Grant to PJT Board Member

Rhea-AI Filing Summary

PJT Partners Inc. (PJT) – SEC Form 4 filing dated 06/20/2025

Director James Costos reported the automatic acquisition of 15 restricted stock units (RSUs) on 06/18/2025. The transaction is coded “A,” indicating a grant rather than an open-market purchase, and carries a $0 exercise price because it represents dividend-equivalent rights that accrue and vest concurrently with the underlying RSUs. Following this modest grant, the director now holds 10,372 derivative securities (RSUs) on a direct basis. No common shares were bought or sold, and no dispositions occurred. The filing is a routine update of insider ownership under Section 16(a); it does not reflect any change in the company’s strategy, capital structure, or operating outlook.

Insights

Securities Analyst

TL;DR: Small, zero-cost RSU grant; negligible valuation impact.

This Form 4 records a routine dividend-equivalent adjustment of 15 RSUs to Director James Costos. At PJT’s recent share price (~$100), the grant equates to roughly $1,500—immaterial relative to market cap and daily volume. Because it is non-cash, non-market, and vests with existing awards, it neither signals insider sentiment nor affects float. Investors should view the filing as standard administrative upkeep rather than a catalyst.

Corporate Governance Expert

TL;DR: Governance-compliant dividend RSU credit; neutral.

The grant complies with PJT’s equity compensation plan and aligns director pay with shareholder returns via dividend equivalents. No red flags emerge: the award size is proportional, Form 4 is timely, and ownership remains clearly disclosed as direct (D). From a governance stance, this filing maintains transparency but offers no new insight into board sentiment or future policy.

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^*

Costos James

(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)		15		(2)	(2)	Class A Common Stock	15	$0	10,372	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 Partners RSUs did Director James Costos receive?

The Form 4 shows an acquisition of 15 restricted stock units.

What is the total number of derivative securities James Costos now owns in PJT?

After the transaction, he holds 10,372 RSUs directly.

Was the RSU grant a market purchase that required cash outlay?

No. The RSUs were granted at $0 cost as dividend-equivalent rights, not bought on the open market.

Does this Form 4 indicate insider buying or selling of PJT common stock?

No common shares were bought or sold; it only records a small RSU grant.

When did the RSU transaction occur?

The transaction date listed is 06/18/2025.