STOCK TITAN

PJT (PJT) director boosts equity stake through RSU settlement and new grant

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

Rhea-AI Filing Summary

PJT Partners Inc. director Thomas M. Ryan reported equity compensation activity, with no open-market buying or selling. He acquired 2,570 shares of Class A common stock through the settlement of previously granted restricted stock units, bringing his directly held Class A common stock to 41,957 shares. He also received a new grant of 1,600 restricted stock units, each representing a contingent right to one share of Class A common stock, for a total of 11,904 restricted stock units outstanding after these transactions.

An additional 7 Class A shares are held indirectly in a trust for the benefit of his spouse, over which he disclaims beneficial ownership except for any pecuniary interest. The newly granted restricted stock units are scheduled to vest in four substantially equal installments on August 31, 2026, November 30, 2026, February 28, 2027, and May 31, 2027, and will be settled in stock or cash at the discretion of the compensation committee.

Positive

  • None.

Negative

  • None.
Insider RYAN THOMAS M
Role null
Type Security Shares Price Value
Exercise Restricted Stock Units 2,570 $0.00 --
Grant/Award Restricted Stock Units 1,600 $0.00 --
Exercise Class A Common Stock 2,570 $0.00 --
holding Class A Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 10,304 shares (Direct, null); Class A Common Stock — 41,957 shares (Direct, null); Class A Common Stock — 7 shares (Indirect, By Trust)
Footnotes (1)
  1. Represents Class A common stock of the Issuer acquired upon settlement of a restricted stock unit award previously granted to the Reporting Person. Restricted stock units convert into shares of Class A common stock of the Issuer on a one-for-one basis. Shares owned by a trust for the benefit of the Reporting Person's spouse, of which the Reporting Person's spouse is the trustee. The Reporting Person disclaims beneficial ownership over the shares held by such trust, except to the extent of his pecuniary interest therein. Each restricted stock unit represents a contingent right to receive one share of Issuer Class A common stock. Restricted stock units previously granted by the Issuer to the Reporting Person as a long-term incentive award. The restricted stock units vest in four substantially equal installments on each of August 31, 2026, November 30, 2026, February 28, 2027, and May 31, 2027. The restricted stock units will be settled on the earlier of the termination of services of such director or the fifth anniversary of the grant date and will be settled in either Class A common stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee.
RSUs settled into shares 2,570 shares Class A common stock acquired upon RSU settlement on June 1, 2026
Direct Class A holdings after transaction 41,957 shares Total Class A common stock held directly after June 1, 2026 exercise
New RSU grant 1,600 units Restricted stock units granted as long-term incentive award
RSUs outstanding after transactions 11,904 units Total restricted stock units held following June 1, 2026 transactions
Indirect trust-held shares 7 shares Class A common stock held by spouse’s trust, with beneficial ownership disclaimed
restricted stock unit financial
"Represents Class A common stock of the Issuer acquired upon settlement of a restricted stock unit award previously granted"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
long-term incentive award financial
"Restricted stock units previously granted by the Issuer to the Reporting Person as a long-term incentive award"
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share of Issuer Class A common stock"
trust financial
"Shares owned by a trust for the benefit of the Reporting Person's spouse"
A trust is a legal setup in which one party (the trustee) holds and manages assets—like cash, stocks or property—on behalf of other people (beneficiaries) according to instructions from the person who created it (the grantor). Think of it as a locked box with a keyholder who must follow written rules; for investors it matters because trusts influence who controls and benefits from assets, affect taxes and succession, and can change how quickly or transparently shares are bought, sold or voted.
pecuniary interest financial
"The Reporting Person disclaims beneficial ownership over the shares held by such trust, except to the extent of his pecuniary interest therein"
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SEC Form 4
FORM 4UNITED 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*
RYAN THOMAS M

(Last)(First)(Middle)
280 PARK AVENUE

(Street)
NEW YORK NEW YORK 10017

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
PJT Partners Inc. [ PJT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock06/01/2026M2,570(1)A(2)41,957D
Class A Common Stock7IBy Trust(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(4)06/01/2026M2,570 (5) (5)Class A Common Stock2,570$010,304D
Restricted Stock Units(4)06/01/2026A1,600 (6) (6)Class A Common Stock1,600$011,904D
Explanation of Responses:
1. Represents Class A common stock of the Issuer acquired upon settlement of a restricted stock unit award previously granted to the Reporting Person.
2. Restricted stock units convert into shares of Class A common stock of the Issuer on a one-for-one basis.
3. Shares owned by a trust for the benefit of the Reporting Person's spouse, of which the Reporting Person's spouse is the trustee. The Reporting Person disclaims beneficial ownership over the shares held by such trust, except to the extent of his pecuniary interest therein.
4. Each restricted stock unit represents a contingent right to receive one share of Issuer Class A common stock.
5. Restricted stock units previously granted by the Issuer to the Reporting Person as a long-term incentive award.
6. The restricted stock units vest in four substantially equal installments on each of August 31, 2026, November 30, 2026, February 28, 2027, and May 31, 2027. The restricted stock units will be settled on the earlier of the termination of services of such director or the fifth anniversary of the grant date and will be settled in either Class A common stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee.
/s/ David K.F. Gillis, Attorney-in-Fact06/01/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider equity transactions did PJT director Thomas M. Ryan report?

Thomas M. Ryan acquired shares through equity compensation. He settled 2,570 restricted stock units into Class A common stock and received a new grant of 1,600 restricted stock units, with no open-market share sales disclosed.

How many PJT Class A shares does Thomas M. Ryan hold after these transactions?

After these transactions, Thomas M. Ryan directly holds 41,957 shares of PJT Class A common stock. There are also 7 shares held indirectly in a spouse’s trust, where he disclaims beneficial ownership except for any pecuniary interest.

What restricted stock unit awards did PJT grant to Thomas M. Ryan?

PJT granted Thomas M. Ryan 1,600 restricted stock units as a long-term incentive award. Each unit represents a contingent right to receive one share of Class A common stock, subject to vesting and later settlement in stock or cash.

What vesting schedule applies to Thomas M. Ryan’s new PJT restricted stock units?

The 1,600 restricted stock units vest in four substantially equal installments on August 31, 2026, November 30, 2026, February 28, 2027, and May 31, 2027, subject to continued service and later settlement terms decided by the compensation committee.

How many PJT restricted stock units does Thomas M. Ryan hold after these changes?

Following the reported transactions, Thomas M. Ryan holds 11,904 restricted stock units. These units were previously granted as long-term incentive awards and convert into Class A common stock on a one-for-one basis when settled.

Were any of Thomas M. Ryan’s PJT shares held through a trust?

Yes. A total of 7 PJT Class A shares are held by a trust for the benefit of his spouse, where the spouse is trustee. Ryan disclaims beneficial ownership of those shares except to the extent of any pecuniary interest.