PJT Partners (NYSE: PJT) counsel swaps 8,264 partnership units for cash

Rhea-AI Filing Summary

PJT Partners Inc. reported an insider transaction by General Counsel Travin David Adam involving partnership interests in PJT Partners Holdings LP. On February 5, 2026, he exchanged 8,264 Partnership Units for cash under the company’s exchange agreement, which allows quarterly exchanges for cash or one-for-one Class A common stock. Following this transaction, he beneficially owns 13,420 Partnership Units, all of which remain subject to previously disclosed 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

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^*

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)
02/05/2026

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)	02/05/2026		M			8,264(3)	(2)	(2)	Class A Common Stock	8,264	$159.92	13,420(4)	D

Explanation of Responses:

1. On November 11, 2025, the Reporting Person submitted an Election to Exchange 8,264 Partnership Units of PJT Partners Holdings LP ("Partnership Units") with such exchange to be settled for either cash or Class A Common Stock, as determined by the Issuer's Board of Directors.

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. Effective February 5, 2026, the Reporting Person's Partnership Units were exchanged for cash.

4. Includes Partnership Units that were acquired upon the occurrence of specified vesting events or grants and previously reported as Performance LTIP Units or Partnership LTIP Units of PJT Partners Holdings LP. Of the 13,420 Partnership Units reported, all remain subject to previously disclosed time-based vesting conditions.

	/s/ David K.F. Gillis, Attorney-in-Fact	02/06/2026
	** 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 insider transaction did PJT (PJT) report for Travin David Adam?

PJT reported that General Counsel Travin David Adam exchanged 8,264 Partnership Units of PJT Partners Holdings LP for cash. The transaction occurred on February 5, 2026 and was reported as a derivative transaction with code M on a Form 4.

How many PJT Partners Holdings LP Partnership Units were exchanged?

General Counsel Travin David Adam exchanged 8,264 Partnership Units of PJT Partners Holdings LP. These units were eligible for exchange under PJT’s Exchange Agreement, which permits quarterly exchanges for cash or, at the issuer’s election, shares of Class A common stock on a one-for-one basis.

How does PJT Partners’ Exchange Agreement for Partnership Units work?

PJT’s Exchange Agreement allows Partnership Units to be exchanged on a quarterly basis for cash or, at the issuer’s election, for Class A Common Stock on a one-for-one basis. The settlement method—cash or stock—is determined by PJT Partners Inc.’s Board of Directors.

How many Partnership Units does Travin David Adam own after the transaction?

After the reported exchange, General Counsel Travin David Adam beneficially owns 13,420 Partnership Units of PJT Partners Holdings LP. According to the disclosure, these remaining units are still subject to previously disclosed time-based vesting conditions tied to prior grants and vesting events.

Were the remaining PJT Partnership Units held by Travin David Adam vested?

The filing states that the 13,420 Partnership Units beneficially owned by Travin David Adam remain subject to time-based vesting conditions. These units were acquired through specified vesting events or grants, including previously reported Performance LTIP Units or Partnership LTIP Units of PJT Partners Holdings LP.

At what price were the exchanged PJT Partnership Units valued in the Form 4?

The Form 4 lists a price of $159.92 per derivative security for the 8,264 Partnership Units transaction. This price appears in the column for the derivative security’s price and applies to the units exchanged for cash on February 5, 2026, under the exchange election.