Perella Weinberg (NASDAQ: PWP) logs $305.4M H1 revenue amid 17% slide
Perella Weinberg Partners reported Q2 2026 revenue of $156.5 million, up 1% from Q2 2025, and net income attributable to the company of $5.3 million, or $0.06 diluted EPS. For the first six months of 2026, revenue was $305.4 million, a 17% year-over-year decline, with net income attributable to the company of $6.8 million. A pre-tax loss of $4.6 million year-to-date was offset by a $10.1 million tax benefit, including benefits tied to equity-based compensation.
Total compensation and benefits reached $115.9 million in Q2, up 7%, reflecting hiring and Business Realignment costs, while non-compensation expenses fell 6% to $35.6 million on lower litigation costs and sublease income. Management expects about $8.5 million of additional realignment expense in the second half of 2026. Non-operating income was $1.0 million versus a $2.7 million loss a year earlier, helped by a gain on contingent consideration.
Cash and cash equivalents were $115.8 million at June 30, 2026, down from $255.9 million at year-end after $60.9 million of operating cash outflow and $72.7 million of financing outflows, mainly tax withholding on vested awards and dividends. The company has no debt and an undrawn $50.0 million revolving credit facility, continues a $200.0 million Class A share repurchase program with $60.2 million remaining, agreed to acquire Gleacher Shacklock LLP, and its board declared a quarterly dividend of $0.07 per Class A share.
Positive
- None.
Negative
- For the six months ended June 30, 2026, revenues decreased 17% to $305.4 million, while net income attributable to Perella Weinberg Partners declined to $6.8 million from $20.1 million in the prior-year period.
- Operating activities used $60.9 million of cash in the first half of 2026, contributing to total cash and restricted cash declining by $140.1 million to $117.0 million at June 30, 2026.
- For the first six months of 2026, the company recorded a pre-tax loss of $4.6 million, with positive net income dependent on a $10.1 million income tax benefit.
Filing Explained
The quarter increased Class A shares through awards and exchanges while carrying $105.6 million of tax-receivable obligations and $179.3 million of lease liabilities.
This unaudited Form 10-Q reports the company’s financial position and activity through
The OpCo exchanges convert partnership units and related Class B shares into Class A shares; the company may settle future exchanges in stock or cash, so the economic and ownership effect depends on the selected settlement.
At quarter-end, the filing also carried a
Future OpCo exchange elections and the company’s settlement choice are the specific mechanics to monitor because they determine whether additional Class A shares or cash are delivered.
Key Figures
Q2 2026 Revenue: $156.5M
H1 2026 Revenue: $305.4M
Q2 2026 Net Income Attributable to PWP: $5.3M
+5 more
8 metrics
Q2 2026 Revenue
$156.5M
Advisory revenue for the three months ended June 30, 2026
H1 2026 Revenue
$305.4M
Six months ended June 30, 2026; management notes a 17% decrease versus 2025
Q2 2026 Net Income Attributable to PWP
$5.3M
Net income attributable to Perella Weinberg Partners for Q2 2026
H1 2026 Net Income Attributable to PWP
$6.8M
Net income attributable to Perella Weinberg Partners for the six months ended June 30, 2026
Cash and Cash Equivalents
$115.8M
Balance of cash and cash equivalents as of June 30, 2026
Operating Cash Flow
-$60.9M
Net cash used in operating activities for the six months ended June 30, 2026
Share Repurchase Capacity Remaining
$60.2M
Unused portion of the $200.0M Class A share repurchase authorization at June 30, 2026
Operating Lease Liabilities
$179.3M
Total operating lease liabilities outstanding as of June 30, 2026
Key Terms
redeemable non-controlling interests, tax receivable agreement, umbrella limited partnership C-corporation (Up-C) structure, Business Realignment, +2 more
6 terms
redeemable non-controlling interests financial
"Redeemable non-controlling interests are presented within temporary equity"
Redeemable non-controlling interests are ownership stakes in a company’s unit held by outside investors that can be forced to be bought back by the parent company for cash or a set value. Think of it like a part-owner who has the contractual right to ‘cash out’ their share; for investors this matters because it can create a future cash obligation, change reported equity versus debt, and affect earnings and ownership percentages.
tax receivable agreement financial
"entered into a tax receivable agreement with PWP OpCo, Professional Partners"
A contract in which a company agrees to pay a specified party (often former owners after a spinoff or IPO) a share of future tax savings the company realizes. Think of it like agreeing to share a future tax refund with someone who helped create the conditions for that refund. For investors it matters because those payments reduce the cash the company can use for dividends, buybacks, or reinvestment, and therefore affect valuation and returns.
umbrella limited partnership C-corporation (Up-C) structure financial
"as part of an umbrella limited partnership C-corporation (Up-C) structure"
Business Realignment financial
"began a review of the business, which will result in headcount reductions (the “Business Realignment”)"
Earn-out financial
"included contingent consideration whereby additional amounts may be earned (the “Earn-out”)"
An earn-out is a deal feature in mergers and acquisitions where part of the purchase price is paid later only if the acquired business meets specific future targets, such as revenue or profit goals. It matters to investors because it shares risk between buyer and seller—similar to paying for a used car only if it reaches promised mileage—affecting projected cash flows, valuation assumptions, and the likelihood of future payouts.
PWP Incentive Plan Awards financial
"measured by reference to PWP Class A common stock (“PWP Incentive Plan Awards”)"
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FAQ
How did Perella Weinberg Partners (PWP) perform financially in Q2 2026?
Perella Weinberg Partners reported Q2 2026 revenue of $156.5 million and net income attributable to the company of $5.3 million, or $0.06 diluted EPS. Revenue was slightly above Q2 2025, while net income rose compared with $2.7 million a year earlier.
Why did PWP’s year-to-date 2026 revenue decline compared with 2025?
For the six months ended June 30, 2026, Perella Weinberg Partners’ revenue was $305.4 million, a 17% decrease versus $367.1 million in 2025. Management attributes this to a lower average fee per client and weaker financing and capital solutions activity, partly offset by stronger M&A advisory work.
What is Perella Weinberg Partners’ (PWP) liquidity and debt position as of June 30, 2026?
As of June 30, 2026, Perella Weinberg Partners held $115.8 million in cash and cash equivalents and had no outstanding debt. The firm also has a $50.0 million undrawn revolving credit facility and accounts receivable, net, of $36.2 million, supporting ongoing liquidity needs.
What restructuring or cost actions is PWP taking in 2026?
In Q2 2026, Perella Weinberg Partners began a Business Realignment that will reduce headcount and refocus resources. The company incurred $5.1 million of separation and transition benefits and $8.6 million of accelerated equity-based compensation, and expects about $8.5 million of additional related expense in the second half of 2026.
What share repurchase and dividend actions has Perella Weinberg Partners (PWP) taken?
Perella Weinberg Partners is authorized to repurchase up to $200.0 million of Class A stock and had bought 14.75 million shares for $139.8 million through June 30, 2026, leaving $60.2 million available. On July 29, 2026, the board declared a $0.07 per-share Class A cash dividend.
What recent acquisitions has Perella Weinberg Partners (PWP) announced or closed?
Perella Weinberg Partners acquired Devon Park Advisors, LLC on October 1, 2025, with contingent earn-out consideration. On April 13, 2026, it agreed to acquire Gleacher Shacklock LLP, a London-based advisory firm, with closing expected in the third quarter of 2026, subject to customary conditions.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________________________________________________________________________________________________________________________________________________________________
FORM 10-Q
_____________________________________________________________________________________________________________________________________________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
FOR THE TRANSITION PERIOD FROM TO
Commission File Number: 001-39558
_____________________________________________________________________________________________________________________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
_____________________________________________________________________________________________________________________________________________________________________
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (212 ) 287-3200
_____________________________________________________________________________________________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| x | Accelerated filer | o | ||||||||||||||||||||||||||||||
| Non-accelerated filer | o | Smaller reporting company | ||||||||||||||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of July 28, 2026, the registrant had 74,019,967 shares of Class A common stock, par value $0.0001 per share, and 20,018,315 shares of Class B common stock, par value $0.0001 per share, outstanding.
Perella Weinberg Partners
Table of Contents
| Page | ||||||||
PART I. | FINANCIAL INFORMATION | |||||||
Item 1. | Financial Statements (Unaudited) | 3 | ||||||
Condensed Consolidated Statements of Financial Condition as of June 30, 2026 and December 31, 2025 | 3 | |||||||
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 | 4 | |||||||
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2026 and 2025 | 5 | |||||||
Condensed Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interests for the Three and Six Months Ended June 30, 2026 and 2025 | 6 | |||||||
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 | 8 | |||||||
Notes to Condensed Consolidated Financial Statements (Unaudited) | 9 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 31 | ||||||
Item 4. | Controls and Procedures | 31 | ||||||
PART II. | OTHER INFORMATION | |||||||
Item 1. | Legal Proceedings | 32 | ||||||
Item 1A. | Risk Factors | 32 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 32 | ||||||
Item 3. | Defaults Upon Senior Securities | 32 | ||||||
Item 4. | Mine Safety Disclosures | 32 | ||||||
Item 5. | Other Information | 33 | ||||||
Item 6. | Exhibits | 33 | ||||||
Signatures | 34 | |||||||
1
On June 24, 2021, Perella Weinberg Partners consummated a business combination (the “Business Combination”) pursuant to the Business Combination Agreement, dated as of December 29, 2020. Unless the context otherwise requires, all references to “PWP,” the “Company,” “we,” “us” or “our” refer to Perella Weinberg Partners and its consolidated subsidiaries.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements regarding expectations for the business are “forward-looking statements.” In addition, words such as “estimates,” “projected,” “expects,” “estimated,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,” “future,” “propose,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the parties, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.
Important factors, among others, that may affect actual results or outcomes include (but are not limited to): changing market conditions; the Company’s ability to execute on its growth initiatives, business strategies or operating plans; the Company’s ability to successfully identify, recruit, develop and retain talent; the Company’s dependence on its fee-paying clients and fluctuating revenues from its non-exclusive, engagement-by-engagement business model; the high volatility of the Company’s revenue as a result of its reliance on advisory fees that are largely contingent on the completion of events which may be out of its control; the Company’s ability to appropriately manage conflicts of interest and tax and other regulatory factors relevant to the Company’s business, including actual, potential or perceived conflicts of interest and other factors that may damage its business and reputation; substantial litigation risks in the financial services industry; cybersecurity and other operational risks; extensive regulation of the corporate advisory industry and U.S. and foreign regulatory developments relating to, among other things, financial institutions and markets, government oversight, fiscal and tax policy and laws; and other risks and uncertainties described under the section entitled “Part I—Item 1A. Risk Factors” included in our Annual Report on Form 10-K.
The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Website Disclosure
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). The SEC maintains an internet site where reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC are available. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov and on our website at https://investors.pwpartners.com/ free of charge as soon as reasonably practicable after such reports are electronically filed with or furnished to the SEC. Our website is https://pwpartners.com/. Although we refer to our website in this report, the contents of our website are not included or incorporated by reference into this report. All references to our website in this report are intended to be inactive textual references only.
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Perella Weinberg Partners
Condensed Consolidated Statements of Financial Condition
(Unaudited)
(Dollars in Thousands, Except Per Share and Per Unit Amounts)
Condensed Consolidated Statements of Financial Condition
(Unaudited)
(Dollars in Thousands, Except Per Share and Per Unit Amounts)
| June 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Accounts receivable, net of allowance | |||||||||||
| Due from related parties | |||||||||||
| Fixed assets, net of accumulated depreciation and amortization | |||||||||||
| Intangible assets, net of accumulated amortization | |||||||||||
| Goodwill | |||||||||||
| Prepaid expenses and other assets | |||||||||||
| Right-of-use lease assets | |||||||||||
| Deferred tax assets, net | |||||||||||
Total assets | $ | $ | |||||||||
Liabilities, Redeemable Non-Controlling Interests, and Equity | |||||||||||
| Accrued compensation and benefits | $ | $ | |||||||||
| Accounts payable, accrued expenses and other liabilities | |||||||||||
| Lease liabilities | |||||||||||
| Amount due pursuant to tax receivable agreement | |||||||||||
| Total liabilities | |||||||||||
Commitments and Contingencies (Note 16) | |||||||||||
Redeemable non-controlling interests ( | |||||||||||
Equity | |||||||||||
Class A common stock, par value $ | |||||||||||
Class B common stock, par value $ | |||||||||||
Preferred stock, par value $ | |||||||||||
| Additional paid-in-capital | |||||||||||
| Retained earnings (accumulated deficit) | ( | ( | |||||||||
| Accumulated other comprehensive income (loss) | ( | ( | |||||||||
Treasury stock, at cost ( | ( | ( | |||||||||
| Total equity | ( | ( | |||||||||
Total liabilities, redeemable non-controlling interests, and equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited)
3
Perella Weinberg Partners
Condensed Consolidated Statements of Operations
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Compensation and benefits | |||||||||||||||||||||||
| Equity-based compensation | |||||||||||||||||||||||
| Total compensation and benefits | |||||||||||||||||||||||
| Professional fees | |||||||||||||||||||||||
| Technology and infrastructure | |||||||||||||||||||||||
| Rent and occupancy | |||||||||||||||||||||||
| Travel and related expenses | |||||||||||||||||||||||
| General, administrative and other expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
| Operating income (loss) | ( | ||||||||||||||||||||||
| Non-operating income (expenses) | |||||||||||||||||||||||
| Other income (expense) | ( | ( | |||||||||||||||||||||
| Total non-operating income (expenses) | ( | ( | |||||||||||||||||||||
| Income (loss) before income taxes | ( | ||||||||||||||||||||||
| Income tax expense (benefit) | ( | ( | ( | ||||||||||||||||||||
| Net income (loss) | |||||||||||||||||||||||
| Less: Net income (loss) attributable to non-controlling interests | ( | ||||||||||||||||||||||
| Net income (loss) attributable to Perella Weinberg Partners | $ | $ | $ | $ | |||||||||||||||||||
| Net income (loss) per share attributable to Class A common shareholders | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average shares of Class A common stock outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited)
4
Perella Weinberg Partners
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
(Dollars in Thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency translation gain (loss), net of tax | ( | ( | |||||||||||||||||||||
| Comprehensive income (loss) | |||||||||||||||||||||||
| Less: Comprehensive income (loss) attributable to non-controlling interests | ( | ||||||||||||||||||||||
| Comprehensive income (loss) attributable to Perella Weinberg Partners | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited)
5
Perella Weinberg Partners
Condensed Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interests
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts)
Shares | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | Treasury Stock | Class A Common Stock | Class B Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Total Equity | Redeemable Non-Controlling Interests | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2025 | ( | $ | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based awards | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock for vested PWP Incentive Plan Awards | — | — | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Withholding tax payments on vested PWP Incentive Plan Awards | — | — | — | — | — | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation gain (loss) | — | — | — | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange of PWP OpCo Units and corresponding Class B common stock for Class A common stock (Note 10—Stockholders’ Equity and Redeemable Non-Controlling Interests) | ( | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in ownership interests | — | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Changes in redemption value of redeemable non-controlling interests | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2026 | ( | $ | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based awards | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to partners | — | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock for vested PWP Incentive Plan Awards | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock related to Devon Park Acquisition | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Withholding tax payments on vested PWP Incentive Plan Awards | — | — | — | — | — | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation gain (loss) | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange of PWP OpCo Units and corresponding Class B common stock for Class A common stock (Note 10—Stockholders’ Equity and Redeemable Non-Controlling Interests) | ( | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in ownership interests | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Changes in redemption value of redeemable non-controlling interests | — | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2026 | ( | $ | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited)
6
Perella Weinberg Partners
Condensed Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interests
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts)
| Shares | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | Treasury Stock | Class A Common Stock | Class B Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Total Equity | Redeemable Non-Controlling Interests | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | ( | $ | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based awards | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock for vested PWP Incentive Plan Awards | — | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Withholding tax payments on vested PWP Incentive Plan Awards | — | — | — | — | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | — | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation gain (loss) | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange of PWP OpCo Units and corresponding Class B common stock for cash (Note 10—Stockholders’ Equity and Redeemable Non-Controlling Interests) | — | ( | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock purchase | — | — | ( | — | — | ( | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in ownership interests | — | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Changes in redemption value of redeemable non-controlling interests | — | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2025 | ( | $ | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based awards | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock for vested PWP Incentive Plan Awards | — | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Withholding tax payments on vested PWP Incentive Plan Awards and equity-classified ACUs | — | — | — | — | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | — | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation gain (loss) | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange of PWP OpCo Units and corresponding Class B common stock for Class A common stock (Note 10—Stockholders’ Equity and Redeemable Non-Controlling Interests) | ( | — | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock purchase | — | — | ( | — | — | ( | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in ownership interests | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Changes in redemption value of redeemable non-controlling interests | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2025 | ( | $ | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited)
7
Perella Weinberg Partners
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in Thousands)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income (loss) | $ | $ | |||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||
| Equity-based awards vesting expense | |||||||||||
| Depreciation and amortization | |||||||||||
| Foreign currency revaluation | |||||||||||
| Non-cash operating lease expense | |||||||||||
| Deferred taxes | ( | ( | |||||||||
| Other | ( | ||||||||||
| Decrease (increase) in operating assets: | |||||||||||
| Accounts receivable, net of allowance | |||||||||||
| Prepaid expenses and other assets | ( | ( | |||||||||
| Increase (decrease) in operating liabilities: | |||||||||||
| Accrued compensation and benefits | ( | ( | |||||||||
| Accounts payable, accrued expenses and other liabilities | ( | ( | |||||||||
| Lease liabilities | ( | ( | |||||||||
| Net cash provided by (used in) operating activities | ( | ( | |||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of fixed assets | ( | ( | |||||||||
| Maturities of investments in short-term marketable debt securities | |||||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| Cash flows from financing activities | |||||||||||
Exchange of PWP OpCo Units and corresponding Class B common stock for cash | ( | ||||||||||
| Withholding tax payments for vested PWP Incentive Plan Awards | ( | ( | |||||||||
| Distributions to partners | ( | ||||||||||
| Dividends paid on Class A and Class B common stock | ( | ( | |||||||||
| Treasury stock purchases | ( | ||||||||||
| Net cash provided by (used in) financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | ( | ||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | |||||||||
| Supplemental disclosure of non-cash activities | |||||||||||
| Accrued dividends and dividend equivalent units on unvested PWP Incentive Plan Awards | $ | $ | |||||||||
| Non-cash paydown of partner loans | $ | $ | |||||||||
Deferred tax effect resulting from changes in ownership and exchanges of PWP OpCo Units, net of amounts payable under tax receivable agreement | $ | $ | |||||||||
| Supplemental disclosures of cash flow information | |||||||||||
| Cash paid for income taxes | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited)
8
Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
Note 1—Organization and Nature of Business
Perella Weinberg Partners and its consolidated subsidiaries, including PWP Holdings LP (“PWP OpCo”) (collectively, “PWP” and the “Company”), is a global independent advisory firm that provides strategic and financial advice to a wide range of clients. The Company’s activities constitute a single business segment that provides a range of advisory services, including advice related to strategic and financial decisions, mergers and acquisitions (“M&A”) execution, shareholder engagement advisory, financing and capital solutions advice with a focus on restructuring and liability management, capital markets advisory, private funds advisory, and private capital placement, as well as specialized underwriting and research services primarily for the energy and related industries.
On June 24, 2021, the Company consummated a business combination that resulted in PWP OpCo becoming jointly-owned by Perella Weinberg Partners, PWP Professional Partners LP (“Professional Partners”) and certain existing partners of PWP OpCo as part of an umbrella limited partnership C-corporation (Up-C) structure (the “Business Combination”). As a result of a subsequent internal reorganization, the interests previously held by Professional Partners are now held by PWP VoteCo Professionals LP (“VoteCo Professionals”) and the former partners of Professional Partners directly.
The operations of PWP OpCo are conducted through a wholly-owned subsidiary, Perella Weinberg Partners Group LP, and its subsidiaries which are consolidated in these financial statements. PWP GP LLC (“PWP GP”) is the general partner that controls PWP OpCo. The limited partner interests of PWP OpCo are held by the Company and certain current and former working partners. The Company shareholders are entitled to receive a portion of PWP OpCo’s economics through their direct ownership interests in shares of Class A common stock of PWP. The non-controlling interest owners of PWP OpCo receive economics through ownership of PWP OpCo Class A partnership units (“PWP OpCo Units”) and have voting rights through indirect ownership of Class B common stock via VoteCo Professionals.
On April 13, 2026, the Company entered into an agreement to acquire Gleacher Shacklock LLP, an independent advisory firm headquartered in London. The transaction is expected to close in the third quarter of 2026, subject to customary closing conditions.
Note 2—Summary of Significant Accounting Policies
Basis of Presentation
The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and all intercompany balances and transactions have been eliminated.
These condensed consolidated financial statements and notes thereto are unaudited, and as permitted by the interim reporting rules and regulations set forth by the SEC, exclude certain financial information and note disclosures normally included in annual audited financial statements prepared in accordance with U.S. GAAP. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K. The condensed consolidated financial statements reflect all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods.
Use of Estimates
The preparation of the condensed consolidated financial statements and related disclosures in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and the assumptions underlying these estimates are reviewed periodically, and the effects of revisions are reflected in the period in which they are determined to be necessary.
In preparing the condensed consolidated financial statements, management makes certain estimates regarding the measurement of amounts due pursuant to the tax receivable agreement, measurement and timing of revenue recognition, assumptions used in the provision for income taxes, measurement of equity-based compensation, expected insurance reimbursements related to litigation costs, fair value measurement and impairment assessment of goodwill and intangible assets, fair value measurement of financial instruments, and other matters that affect the reported amounts and disclosures of contingencies in the condensed consolidated financial statements and notes thereto.
9
Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents include cash held at banks, including interest-bearing money market accounts, and any highly liquid investments with original maturities of three months or less from the date of purchase. Cash account balances often exceed federally insured limits. Restricted cash represents cash that is not readily available for general purpose cash needs. As of June 30, 2026 and December 31, 2025, the Company had restricted cash of $1.1 no
Consolidation
Redeemable Non-Controlling Interests
For entities that are consolidated but not 100% owned, a portion of the income (loss) and equity is allocated to holders of the non-controlling interest. Profits and losses of PWP OpCo are allocated to the non-controlling interests in proportion to their ownership interest regardless of their basis.
Redeemable non-controlling interests are presented within temporary equity on the Condensed Consolidated Statements of Financial Condition at the higher of: (i) their redemption value as of the reporting date, which corresponds to the price of the Company’s Class A common stock, or (ii) their measurement pursuant to Accounting Standards Codification (“ASC” or the “Codification”) Topic 810, Consolidation. Changes in the current redemption value are recorded to Additional paid-in capital immediately as they occur. The magnitude of these changes may exceed the available balance of Additional paid-in capital, resulting in subsequent equity transactions being recorded to Accumulated deficit. As of June 30, 2025, $45.4 million was recorded to Accumulated deficit, driven by increases in the redemption value of Redeemable non-controlling interests. During the year ended December 31, 2025, equity transactions offset this cumulative amount and restored an Additional paid-in capital balance. Accordingly, no such amounts were recorded to Accumulated deficit as of December 31, 2025 or June 30, 2026.
When the Company has an unconditional obligation to purchase the Redeemable non-controlling interests for cash, the mandatorily redeemable interests are reclassified from temporary equity to a liability with changes in fair value recorded to Other income (expense) on the Condensed Consolidated Statements of Operations. As of June 30, 2026, there were no non-controlling interests considered mandatorily redeemable.
Equity-Based Compensation
Equity-based compensation relates to equity-based awards granted to employees and partners of the Company. Equity-based compensation expense is recognized over the requisite vesting period or requisite service period in an amount equal to the grant date fair value (for equity-classified awards) or the settlement fair value (for liability-classified awards). Equity-based compensation expense for employees and partners is included in Equity-based compensation on the Condensed Consolidated Statements of Operations and equity-based compensation expense for non-employees is included in Professional fees on the Condensed Consolidated Statements of Operations. The Company accounts for forfeitures of awards as they occur rather than applying an estimated forfeiture rate. For an award with service-only conditions that has a graded vesting schedule, the Company recognizes the compensation cost for the entire award on a straight-line basis over the requisite service period, ensuring that the amount recognized is at least equal to the vested portion of the award at each reporting date.
10
Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
Foreign Currencies
In the normal course of business, the Company and its subsidiaries may enter into transactions denominated in a non-functional currency. The Company recognized net foreign exchange gains (losses) arising from such transactions of $(0.4 ) million and $0.8 million during the three and six months ended June 30, 2026, respectively, and $(2.7 ) million and $(4.5 ) million for the three and six months ended June 30, 2025, respectively, which are included in Other income (expense) on the Condensed Consolidated Statements of Operations. In addition, the Company consolidates its foreign subsidiaries that have non-U.S. dollar functional currencies. Non-U.S. dollar denominated assets and liabilities are translated to U.S. dollars at the exchange rate prevailing at the reporting date and profit and loss activity is generally translated using the average exchange rate throughout the period. Cumulative translation adjustments arising from the translation of non-U.S. dollar denominated operations are included as a component of Accumulated other comprehensive income (loss) on the Condensed Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interests.
Recently Adopted Accounting Pronouncements
Credit Losses—Effective January 1, 2026, the Company prospectively adopted Accounting Standards Update 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which amends the guidance in ASC Topic 326, Financial Instruments—Credit Losses to simplify the process for preparing the estimate of expected credit losses. The Company elected the practical expedient provided under ASU 2025-05 that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The adoption did not have a material impact on the Company’s condensed consolidated financial statements.
Future Adoption of Accounting Pronouncements
Expense Disaggregation—In November 2024, the FASB issued Accounting Standards Update 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”), which amends the guidance in ASC Topic 220, Income Statement—Reporting Comprehensive Income, to improve the transparency of expense disclosures by requiring more detailed information about the types of expenses in commonly presented expense captions. The amendments in ASU 2024-03 are effective for the Company beginning with the annual period ended December 31, 2027. The amendments are to be applied prospectively with both retrospective application and early adoption permitted. The Company does not expect the adoption of ASU 2024-03 to have a material impact on the consolidated financial statements.
Internal-Use Software—In September 2025, the FASB issued Accounting Standards Update 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which amends the guidance in ASC Subtopic 350-40, Intangibles—Goodwill and Other—Internal-Use Software, to clarify and increase the operability of applying the internal-use software guidance to software costs incurred in an iterative development environment. The amendments in ASU 2025-06 are effective for the Company beginning with the interim periods within the annual period ended December 31, 2028. The amendments can be applied prospectively, retrospectively, or on a modified transition approach based on the status of the project and whether software costs were capitalized before the date of adoption. Early adoption is permitted. The Company does not expect the adoption of ASU 2025-06 to have a material impact on the consolidated financial statements.
Note 3—Revenue and Receivables from Contracts with Customers
The following table disaggregates the Company’s revenue between over time and point in time recognition:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Over time | $ | $ | $ | $ | |||||||||||||||||||
| Point in time | |||||||||||||||||||||||
Total revenue | $ | $ | $ | $ | |||||||||||||||||||
Reimbursable expenses billed to clients were $0.8 million and $1.6 million for the three and six months ended June 30, 2026, respectively, and $1.3 million and $3.0 million for the three and six months ended June 30, 2025, respectively.
Performance Obligations and Contract Balances
A significant portion of total revenues in any given period often relates to performance obligations that were satisfied or partially satisfied in prior periods. These amounts are recognized upon the resolution of revenue constraints and uncertainties in the relevant period and are generally related to transaction-related advisory services.
11
Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
Accounts Receivable and Allowance for Credit Losses
As of June 30, 2026 and December 31, 2025, $16.6 million and $22.2 million, respectively, of accrued revenue was included in Accounts receivable, net of allowance on the Condensed Consolidated Statements of Financial Condition. These amounts have been recognized as revenue in accordance with the Company’s revenue recognition policies but remained unbilled at the end of the period. As of June 30, 2026, certain accounts receivable in the aggregate amount of $15.9 million were individually greater than 10% of the Company’s gross accounts receivable and were concentrated with three clients. Of that amount, $4.1 million was subsequently received after June 30, 2026. As of December 31, 2025, certain accounts receivable in the aggregate amount of $22.3 million were individually greater than 10% of the Company’s gross accounts receivable and were concentrated with three clients. Of that amount, all was subsequently received after year end.
The allowance for credit losses activity for the three and six months ended June 30, 2026 and 2025 was as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | |||||||||||||||||||
Bad debt expense, net of reversals | ( | ||||||||||||||||||||||
| Write-offs | ( | ||||||||||||||||||||||
| Foreign currency translation and other adjustments | |||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | |||||||||||||||||||
Note 4—Leases
The Company leases office space and equipment under operating lease agreements.
On April 1, 2025, the Company entered into a seven-year agreement to sublease a portion of its New York office. The sublease term commenced in September 2025 and continues through August 2032. Sublease income is presented net within Rent and occupancy on the Condensed Consolidated Statements of Operations. Variable lease payments for the subtenant’s portion of occupancy costs will be recognized as incurred.
Other information as it relates to the Company’s operating leases is as follows:
| June 30, 2026 | December 31, 2025 | ||||||||||
Weighted-average discount rate – operating leases | |||||||||||
Weighted-average remaining lease term – operating leases | |||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | |||||||||||||||||||
| Variable lease cost | |||||||||||||||||||||||
Sublease income – operating leases | ( | ( | |||||||||||||||||||||
| Total net lease cost | $ | $ | $ | $ | |||||||||||||||||||
Net cash outflows on operating leases | $ | $ | $ | $ | |||||||||||||||||||
Cash inflows on sublease | $ | $ | $ | $ | |||||||||||||||||||
12
Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
As of June 30, 2026, the maturities of undiscounted cash payments and cash receipts for operating leases are as follows:
| Years Ending: | Operating Lease Payments | Sublease Receipts | Net Payments | ||||||||||||||
Remainder of 2026 | $ | $ | $ | ||||||||||||||
| 2027 | |||||||||||||||||
| 2028 | |||||||||||||||||
| 2029 | |||||||||||||||||
| 2030 | |||||||||||||||||
| Thereafter | |||||||||||||||||
Total lease payments | $ | $ | |||||||||||||||
Less: Imputed interest | ( | ||||||||||||||||
| Total lease liabilities | $ | ||||||||||||||||
Note 5—Intangible Assets
The following table provides the detail of the Company’s intangible assets:
| June 30, 2026 | |||||||||||||||||
| Gross Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||
| Customer relationships | $ | $ | ( | $ | |||||||||||||
| Trade names and trademarks | ( | ||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||
| December 31, 2025 | |||||||||||||||||
| Gross Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||
| Customer relationships | $ | $ | ( | $ | |||||||||||||
| Trade names and trademarks | ( | ||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||
Amortization expense related to intangible assets was $2.3 million and $4.5 million for the three and six months ended June 30, 2026, respectively, and $1.6 million and $3.3 million for the three and six months ended June 30, 2025, respectively, and is included in Depreciation and amortization on the Condensed Consolidated Statements of Operations.
The following table summarizes the future aggregate amortization expense of the Company’s intangible assets held at June 30, 2026:
Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| Total | $ | ||||
13
Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
Note 6—Regulatory Requirements
The Company has a number of consolidated subsidiaries registered as broker-dealers with regulatory agencies in their respective countries. The SEC-regulated subsidiary does not hold funds or securities for, or owe money or securities to clients or carry accounts of or for clients, and as such is exempt from the SEC Customer Protection Rule (Rule 15c3-3). As of June 30, 2026 and December 31, 2025, all regulated subsidiaries had capital in excess of their applicable minimum capital requirements. As a result of the minimum capital requirements and various regulations on these broker-dealers, a portion of the capital of each subsidiary of the Company is restricted and may be unavailable to pay its creditors.
Note 7—Fixed Assets
Fixed assets are recorded at cost less accumulated depreciation and amortization and consist of the following as of June 30, 2026 and December 31, 2025:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Leasehold improvements | $ | $ | |||||||||
| Furniture and fixtures | |||||||||||
| Equipment | |||||||||||
| Software | |||||||||||
| Total | |||||||||||
| Less: Accumulated depreciation and amortization | ( | ( | |||||||||
| Fixed assets, net | $ | $ | |||||||||
Depreciation expense related to fixed assets was $3.4 million and $6.9 million for the three and six months ended June 30, 2026, respectively, and $3.3 million and $6.6 million for the three and six months ended June 30, 2025, respectively. Amortization expense related to software costs was immaterial for the three and six months ended June 30, 2026 and 2025.
Note 8—Income Taxes
The following table summarizes the Company’s tax position for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | $ | ( | $ | ||||||||||||||||||
| Income tax expense (benefit) | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Effective income tax rate | ( | % | % | % | ( | % | |||||||||||||||||
The Company’s overall effective income tax rate in each of the periods presented above varies from the U.S. federal statutory rate primarily because (i) a portion of the Company’s income is allocated to non-controlling interests held in PWP OpCo in which the majority of any tax liability on such income is borne by the holders of such non-controlling interests and reported outside of the condensed consolidated financial statements and (ii) permanent differences related to compensation expenses.
As of June 30, 2026 and December 31, 2025, the Company recorded a liability for unrecognized tax benefits of $3.7
14
Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
Note 9—Debt
As of June 30, 2026 and December 31, 2025, the Company had no 50.0 million with up to $20.0 million of available incremental revolving commitments, and a maturity date of July 1, 2028. Issuance costs incurred related to the Credit Agreement are amortized over the life of the Revolving Credit Facility. The Company is also charged a quarterly commitment fee of 0.25 % on any unused portion of the line of credit.
Note 10—Stockholders’ Equity and Redeemable Non-Controlling Interests
Share Repurchases
On February 16, 2022, the Company’s Board of Directors initially approved a stock repurchase program and the authorized amount under such program was increased on February 8, 2023 such that the Company is authorized to repurchase up to $200.0 million of the Company’s Class A common stock. Since inception of the share repurchase program, 14,750,036 shares have been purchased at an average price per share of $9.48 through June 30, 2026 for a total purchase price of $139.8 million. These amounts include 1,000,000 founder shares repurchased during 2024 at a purchase price of $15.00 per share for a total purchase price of $15.0 million. During 2021, prior to the implementation of the stock repurchase program, the Company repurchased 1,000,000 founder shares at a purchase price of $12.00 per share for a total purchase price of $12.0 million.
Redeemable Non-Controlling Interests
Redeemable non-controlling interests on the Condensed Consolidated Statements of Financial Condition are presented within temporary equity. Redeemable non-controlling interests are presented at their redemption value as of the reporting date and represent the ownership interests in PWP OpCo held by holders other than Perella Weinberg Partners. As of June 30, 2026, the current and former working partners collectively own 20,018,315 PWP OpCo Units, which represents a 21.3 % non-controlling ownership interest in PWP OpCo.
Exchange Rights
Holders of PWP OpCo Units (the “PWP OpCo Unitholders”) other than the Company may exchange their units for (i) shares of Class A common stock on a one -for-one basis or (ii) cash from an offering of shares of Class A common stock and (iii) cash from any other source. Concurrently with an exchange, such PWP OpCo Unitholder is required to surrender shares of Class B common stock for additional shares of Class A common stock or cash at a conversion rate of 0.001 . Whether the exchanging PWP OpCo Unitholder receives cash or Class A common stock in exchange for their PWP OpCo Units and Class B common stock is at the Company’s discretion. Working partners are restricted in their ability to exchange PWP OpCo Units for a period between three to five years after the Business Combination. PWP GP may waive, and in certain cases has waived, the foregoing restrictions for any holder with respect to all or a portion of such holder’s units, with no obligation to do so for any other holder. The Company settled exchanges of certain PWP OpCo Units and corresponding shares of Class B common stock for 1,908,084 and 2,123,299 shares of Class A common stock during the three and six months ended June 30, 2026. During the three and six months ended June 30, 2025, the Company settled exchanges of certain PWP OpCo Units and corresponding shares of Class B common stock for 1,234,357 1,270,086 PWP OpCo Units and corresponding shares of Class B common stock at a price of $22.65 per PWP OpCo Unit for $28.3 million in cash as well as the non-cash settlement of certain partner loans. Refer to Note 15—Related Party Transactions for more information on partner loans.
To the extent an exchange creates a step-up in tax basis, the Company records an increase in Deferred tax assets, net, Amounts due pursuant to tax receivable agreement, and Additional paid-in-capital.
Note 11—Equity-Based Compensation
Further information regarding the Company’s equity-based compensation awards is described in Note 12—Equity-Based Compensation in the Notes to Consolidated Financial Statements in “Part II. Item 8. Financial Statements and Supplementary Data” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
15
Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
PWP Omnibus Incentive Plan Awards
Concurrent with the Business Combination, the Company adopted the Perella Weinberg Partners 2021 Omnibus Incentive Plan (the “PWP Incentive Plan”), which establishes a plan for the granting of various forms of incentive compensation awards, including restricted stock units (“RSUs”) and performance restricted stock units (“PSUs”), measured by reference to PWP Class A common stock (“PWP Incentive Plan Awards”). The PWP Incentive Plan established a reserve for a one-time grant of awards in connection with the Business Combination as well as a reserve for general purpose grants (the “General Share Reserve”). Grantees have rights to dividends declared during the vesting period and receive such dividends only upon vesting in the form of cash or dividend equivalent units. The Company uses newly issued shares of Class A common stock to satisfy vested awards, with the exception of shares issued out of treasury stock for vested awards (and related dividend equivalent units) held by French employees. Pursuant to the PWP Incentive Plan, the number of shares of Class A common stock reserved for issuance from the General Share Reserve increases each year.
In connection with the Business Combination, the Company granted awards (the “Business Combination Awards”) in the form of (a) RSUs that vest upon the achievement of service conditions (“Transaction RSUs”) and (b) PSUs that only vest upon the achievement of both service and market conditions, including certain long-term incentive awards granted to management (“Transaction PSUs”).
During the six months ended June 30, 2026 and 2025, 588,774 and 1,301,449 Business Combination Awards vested with a total fair value of $10.8 million and $31.1 million, respectively. As of June 30, 2026, the price targets ranging from $12.00 to $20.00 as well as substantially all of the $25.00 price target were met for the Transaction PSUs.
The Company grants units from the General Share Reserve from time to time in the ordinary course of business in the form of (a) RSUs that vest upon the achievement of service conditions (“General RSUs”) and (b) PSUs that only vest upon the achievement of both service and market conditions (“General PSUs”).
During the six months ended June 30, 2026 and 2025, the Company granted 5,059,656 and 5,182,555 General RSUs at a weighted average grant date fair value of $21.46 and $23.73 per award, respectively. During the six months ended June 30, 2026 and 2025, 7,228,551 and 5,730,085 General RSUs vested with a total fair value of $146.2 million and $131.1 million, respectively. During the six months ended June 30, 2026, 474,850 General PSUs vested with a total fair value of $8.6 million. During the six months ended June 30, 2025, no General PSUs vested. As of June 30, 2026, the price targets ranging from $15.00 to $20.00 as well as substantially all of the $25.00 price target were met for the General PSUs.
Equity-based compensation expense related to the PWP Incentive Plan was $36.3 million and $67.1 million for the three and six months ended June 30, 2026, respectively, and $28.0 million and $54.3 million for the three and six months ended June 30, 2025, respectively. Additionally, equity-based amortization expense related to non-employee awards was $0.2 million and $0.4 million for the three and six months ended June 30, 2026, respectively, and $0.2 million and $0.3 million for the three and six months ended June 30, 2025, respectively, and is included in Professional fees on the Condensed Consolidated Statements of Operations. The income tax benefit recognized related to equity-based awards was $6.1 million and $11.7 million for the three and six months ended June 30, 2026, respectively, and $4.7 million and $8.8 million for the three and six months ended June 30, 2025, respectively.
As of June 30, 2026, total unrecognized compensation expense related to all unvested equity-based awards was $168.8 million, which is expected to be recognized over a weighted average period of 2.0 years.
Note 12—Other Compensation and Benefits
Compensation and benefits expense consists of salaries, bonuses (discretionary awards and guaranteed amounts), severance, as well as payroll and related taxes and benefits for the Company’s employees. In all instances, compensation expense is accrued over the requisite service period.
Benefit Plans
Certain employees participate in employee benefit plans, which consist of defined contribution plans including (i) profit-sharing plans qualified under Section 401(k) of the Internal Revenue Code, (ii) a U.K. pension scheme for U.K. employees and (iii) a German pension plan for employees in Germany. Expenses related to the Company’s employee benefit plans were $2.0 million and $4.2 million for the three and six months ended June 30, 2026, respectively, and $1.7 million and $3.4 million for the three and six months ended June 30, 2025, respectively, and are included in Compensation and benefits on the Condensed Consolidated Statements of Operations.
16
Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
Business Realignment
During the second quarter of 2026, the Company began a review of the business, which will result in headcount reductions to focus resources on higher-performing areas of the business (the “Business Realignment”). In conjunction with the Business Realignment and for the three months ended June 30, 2026, the Company incurred expenses related to separation and transition benefits of $5.1 million, and the acceleration of equity-based compensation amortization of $8.6 million. Such amounts are presented in Compensation and benefits and Equity-based compensation on the Condensed Consolidated Statements of Operations, respectively. Approximately $8.5 million of additional expense is expected to be incurred during the second half of 2026. This estimate is based on certain assumptions, and actual results may differ materially if unanticipated costs are incurred related to the Business Realignment.
Activity within Accrued compensation and benefits on the Condensed Consolidated Statements of Financial Condition related to the Business Realignment was as follows:
Balance at January 1, 2026 | $ | ||||
Incurred expenses | |||||
Non-cash expenses | ( | ||||
Payments | ( | ||||
Balance at June 30, 2026 | $ | ||||
17
Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
Note 13—Net Income (Loss) Per Share Attributable to Class A Common Shareholders
The calculations of basic and diluted net income (loss) per share attributable to Class A common shareholders are presented below:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income (loss) attributable to Perella Weinberg Partners – basic | $ | $ | $ | $ | |||||||||||||||||||
| Dilutive effect from assumed exchange of PWP OpCo Units, net of tax | |||||||||||||||||||||||
| Dilutive effect from assumed vesting of PWP Incentive Plan Awards, net of tax | |||||||||||||||||||||||
| Net income (loss) attributable to Perella Weinberg Partners – diluted | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average shares of Class A common stock outstanding – basic | |||||||||||||||||||||||
| Weighted average number of incremental shares from assumed exchange of PWP OpCo Units | |||||||||||||||||||||||
| Weighted average number of incremental shares from assumed vesting of PWP Incentive Plan Awards | |||||||||||||||||||||||
| Weighted average shares of Class A common stock outstanding – diluted | |||||||||||||||||||||||
| Net income (loss) per share attributable to Class A common shareholders | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
Diluted(1) | $ | $ | $ | $ | |||||||||||||||||||
(1)Basic and diluted net income (loss) per share attributable to Class A common shareholders for the three months ended June 30, 2025 are the same due to rounding.
Basic and diluted net income (loss) per share attributable to Class B common shareholders has not been presented as these shares are entitled to an insignificant amount of economic participation.
The Company uses the treasury stock method to determine the potential dilutive effect of unvested PWP Incentive Plan Awards and the if-converted method to determine the potential dilutive effect of exchanges of PWP OpCo Units into Class A common stock. The Company adjusts net income (loss) attributable to Class A common shareholders under both the treasury stock method and if-converted method for the reallocation of net income (loss) between Class A common shareholders and non-controlling interests that result upon the assumed issuance of dilutive shares of Class A common stock as if the issuance occurred as of the beginning of the applicable period.
18
Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
The following table presents the weighted average potentially dilutive shares that were excluded from the calculation of diluted net income (loss) per share under the treasury stock method or if-converted method, as applicable, because the effect of including such potentially dilutive shares was antidilutive for the period presented:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| PWP OpCo Units | |||||||||||||||||||||||
Note 14—Fair Value Measurements and Investments
Fair value is generally based on quoted prices, however if quoted market prices are not available, fair value is determined based on other relevant factors, including dealer price quotations, price activity for equivalent instruments and valuation pricing models. The Company established a fair value hierarchy which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of instrument, the characteristics specific to the instrument and the state of the marketplace (including the existence and transparency of transactions between market participants). Financial instruments with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices in an orderly market will generally have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories (from highest to lowest) based on inputs:
Level 1—Unadjusted quoted prices are available in active markets for identical financial instruments as of the reporting date.
Level 2—Pricing inputs are observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3—Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which level within the fair value hierarchy is appropriate for any given investment is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the instrument.
As of June 30, 2026 and December 31, 2025, the fair values of cash, restricted cash, accounts receivable, due from related parties, accounts payable and certain accrued liabilities approximate their carrying amounts due to the short-term nature of these items.
19
Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
Fair Value of Financial Instruments
The following table summarizes the categorization and fair value estimate of the Company’s financial instruments that were measured on a recurring basis pursuant to the above fair value hierarchy levels as of June 30, 2026 and December 31, 2025:
| June 30, 2026 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
Financial liabilities | |||||||||||||||||||||||
Contingent consideration | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
Financial liabilities | |||||||||||||||||||||||
Contingent consideration | $ | $ | $ | $ | |||||||||||||||||||
The Company had no transfers between fair value levels during the three and six months ended June 30, 2026 and 2025.
On October 1, 2025, the Company acquired Devon Park Advisors, LLC (the “Devon Park Acquisition”) under an arrangement that included contingent consideration whereby additional amounts may be earned if certain client engagements generate revenue within one year of the acquisition closing (the “Earn-out”). The Earn-out is presented at fair value within Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition and adjustments to the fair value are recorded within Other income (expense) on the Condensed Consolidated Statements of Operations. The Earn-out is classified as Level 3 due to use of significant unobservable inputs in the discounted cash flow valuation model, including the application of probabilities when assessing when and whether performance thresholds will be met. Additional inputs utilized in the valuation of the Earn-out were as follows:
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||
Discount rate | % | % | ||||||||||||||||||
Expected term (years) | ||||||||||||||||||||
The Company’s discount rate assumption reflects a blended corporate credit rating representative of comparable entities, considering the expected timing of cash outflows.
The following table presents the changes in fair value of the Level 3 financial liabilities:
| Three Months Ended June 30, 2026 | Six Months Ended June 30, 2026 | ||||||||||||||||||||||
| Beginning balance | $ | $ | |||||||||||||||||||||
| Cash settlements | ( | ( | |||||||||||||||||||||
| Share settlements | ( | ( | |||||||||||||||||||||
| Change in fair value | ( | ( | |||||||||||||||||||||
| Ending balance | $ | $ | |||||||||||||||||||||
20
Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
Note 15—Related Party Transactions
PWP Capital Holdings LP
On February 28, 2019, a reorganization of the existing investment banking advisory and asset management businesses of PWP Holdings LP was effected which resulted in the spin-off of its asset management business (the “Separation”). PWP Holdings LP was divided into (i) PWP OpCo, which holds the advisory business and (ii) PWP Capital Holdings LP (“Capital Holdings”), which holds the asset management business. Capital Holdings entered into an arrangement with certain employees of the Company, including members of management, related to services provided directly to Capital Holdings. With respect to services provided to Capital Holdings, the amounts paid and payable to such employees now and in the future are recognized by Capital Holdings. All compensation related to services these employees provide to the Company is included in Compensation and benefits on the Condensed Consolidated Statements of Operations.
Tax Receivable Agreement
In connection with the Business Combination, the Company entered into a tax receivable agreement with PWP OpCo, Professional Partners and Investor Limited Partners that provides for payment of 85 % of the amount of cash savings, if any, in U.S. federal, state and local and foreign income taxes that the Company is deemed to realize as a result of (a) each exchange of interests in PWP OpCo for cash or stock of the Company and certain other transactions and (b) payments made under the tax receivable agreement. As of June 30, 2026, the Company had a liability of $105.6 million pursuant to the tax receivable agreement, which represents management’s best estimate of the amounts currently expected to be owed in connection with the tax receivable agreement for the Business Combination and subsequent exchanges made to date and is reported within Amount due pursuant to tax receivable agreement on the Condensed Consolidated Statements of Financial Condition. The Company expects to make the following payments with respect to the tax receivable agreement, which are exclusive of potential payments in respect of future exchanges and may differ significantly from actual payments made:
| Years Ending: | Estimated Payments Under Tax Receivable Agreement | ||||
Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total payments | $ | ||||
Partner Loans
From time to time, PWP OpCo and certain of its subsidiaries have agreed to provide loans to or make payments on behalf of certain partners. As of June 30, 2026 and December 31, 2025, $0.4 million and $0.6 million, respectively, of amounts due from partners are recognized in Due from related parties on the Condensed Consolidated Statements of Financial Condition. During the six months ended June 30, 2025, $0.5 million of principal and interest related to partner loans was effectively repaid through the cancellation of PWP OpCo Units held by such partners.
Note 16—Commitments and Contingencies
Indemnifications
The Company enters into certain contracts that contain a variety of indemnification provisions. The Company’s maximum exposure under these arrangements is unknown. As of June 30, 2026 and December 31, 2025, the Company expects no claims or losses pursuant to these contracts; therefore, no
21
Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
Legal Contingencies
From time to time, the Company is named as a defendant in legal actions relating to transactions conducted in the ordinary course of business. Some of these matters may involve claims of substantial amounts. Although there can be no assurance of the outcome of such legal actions, in the opinion of management and, after consultation with external counsel, the Company believes it is neither probable nor reasonably possible that any current legal proceedings or claims would individually or in the aggregate have a material adverse effect on the consolidated financial statements of the Company as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025.
In 2015, the Company filed a complaint against three former partners and one former employee which alleges they entered into a scheme while at PWP to lift out the Company’s restructuring group to secretly form a new competing firm in breach of their contractual and fiduciary duties. The complaint contains 14 causes of action and seeks declaratory relief as well as damages. A bench trial took place from January 24, 2025 through March 14, 2025. The court has yet to issue a decision.
Note 17—Segment and Geographic Information
As a global independent advisory firm, the Company provides a range of advisory services depending on the needs of its clients, including advice related to M&A execution, shareholder engagement advisory, financing and capital solutions, as well as underwriting and research services primarily for the energy and related industries. The Company provides advisory services to multiple industry sectors, geographic markets and clients, but the nature, process, delivery and regulatory complexities of advisory services are similar across the business. The Company is organized under an integrated approach to maximize the value of advice to clients by drawing upon the diversified expertise and broad relationships of its senior professionals. As such, the Company is managed on a consolidated basis, which results in one reportable segment: Advisory.
The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer and Chairman, evaluates the performance of the Advisory segment and allocates resources based on consolidated net income (loss), as presented on the Consolidated Statements of Operations. The CODM uses consolidated net income (loss) to evaluate the profitability generated by segment assets and personnel and decides whether to reinvest any profits in the Advisory segment, such as through hiring, compensation management, and capital expenditures, or to return value to shareholders and partners, such as through share repurchases, cash-settled exchanges, net-settlement of equity-based awards, distributions, and dividends. The CODM is regularly provided with both actual and budgeted expense information on a consolidated basis that aligns with the expense categories as presented on the Condensed Consolidated Statements of Operations.
The CODM does not review assets of the Advisory segment at a different level or category than what is presented as Total assets on the Condensed Consolidated Statements of Financial Condition. The accounting policies of the Company’s Advisory segment are the same as those described in Note 2—Summary of Significant Accounting Policies.
For the six months ended June 30, 2026 and 2025, no individual client accounted for more than 10% of aggregate revenues.
The following tables set forth the geographical distribution of revenues and assets based on the location of the office that generates the revenues or holds the assets and therefore may not be indicative of the geography in which the Company’s clients are located:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
United Kingdom | |||||||||||||||||||||||
Other international countries | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
22
Perella Weinberg Partners
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts and Where Otherwise Noted)
| June 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| United States | $ | $ | |||||||||
United Kingdom | |||||||||||
Other international countries | |||||||||||
| Total | $ | $ | |||||||||
Note 18—Subsequent Events
The Company has evaluated subsequent events through the issuance date of these condensed consolidated financial statements.
On July 29, 2026, the Company’s Board of Directors declared a cash dividend of $0.07 per outstanding share of Class A common stock. This dividend will be paid on September 10, 2026 to Class A common stockholders of record on August 28, 2026. Holders of Class B common stock will also receive dividends equal to the amount of dividends declared on 0.001 shares of Class A common stock.
23
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from the forward-looking statements below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section entitled “Risk Factors” and elsewhere in this Form 10-Q.
Executive Overview
We are a leading global independent advisory firm that provides strategic and financial advice to clients across some of the most active industry sectors and international markets. Our wide range of global clients include large public multinational corporations, mid-sized public and private companies, individual entrepreneurs, private and institutional investors, creditor committees and government institutions.
For further information regarding our business, refer to “Part I. Item 1. Business” and “Part I. Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on February 27, 2026.
Business Environment
Economic and global financial market conditions impact our financial performance. Our core advisory services benefit from macroeconomic changes that impact our client base and lead them to consider business combinations, acquisitions and divestitures, capital raises and restructurings. We continue to invest in our platform to achieve scale, accelerate growth, and deliver value.
See “Risk Factors” included in our Annual Report on Form 10-K for a discussion of some of the factors that can affect our performance.
Key Financial Measures
Revenues
We operate in a highly competitive environment, and each revenue-generating engagement is separately solicited and negotiated. Our fee-paying client engagements are not predictable, and we may experience fluctuations in revenues from quarter to quarter. To develop new business, we maintain an active business dialogue with existing and potential clients, and we expect to add new clients each year through expanding our relationships, hiring senior advisory professionals, and receiving introductions from our relationship network. However, we also lose clients each year due to various factors, such as sales or mergers, changes in clients’ senior management, and competition from other financial services firms.
Our revenue recognition is often tied to the completion of a transaction, which can be delayed or terminated due to various reasons, including failure to obtain regulatory or board approval, failure to secure financing, or adverse market conditions. Larger transactions may take longer to close, adding unpredictability to the timing of revenues. Despite our efforts, we may receive lower advisory fees or no fee at all if a transaction is not completed. Other barriers to the completion of restructuring transactions include a lack of anticipated bidders, failure to obtain court approval, or a failure to reach an agreement with creditors. In such cases, our advisory fees may be limited to monthly retainer fees plus the reimbursement of expenses.
We do not present our revenue by the type of advice we provide because of the complexity of the transactions on which we may earn revenue and our holistic approach to client service. For instance, a traditional M&A engagement may require additional advisory services, such as capital markets or capital solutions advice or a private capital raise, which may call for cross-functional expertise from our professionals. We focus on dedicating the necessary resources and expertise to each engagement, regardless of product lines, to achieve the desired outcome for our clients. Consequently, tracking the type of advisory service offered in each instance is not practical.
24
Operating Expenses
Our operating expenses are classified as (i) total compensation and benefits expenses, including equity-based compensation, and (ii) non-compensation expenses.
Compensation and Benefits Expenses
Our compensation and benefits expenses consist of salaries, bonuses (discretionary awards and guaranteed amounts), severance, payroll and related taxes, benefits, and the amortization of equity-based compensation awards that are subject to a service-based vesting condition, and in some cases, a market-based performance vesting condition. These expenses also include signing bonuses and compensation paid pursuant to guarantees for new hires.
Compensation is determined by management based on revenues earned, headcount, labor market conditions, and anticipated compensation requirements for our employees. Such factors can fluctuate, including headcount and revenues earned, and as a result, our compensation expenses may fluctuate materially in any particular period.
Non-Compensation Expenses
Our non-compensation expenses include the costs of professional fees, technology and infrastructure, rent and occupancy, travel and related expenses, depreciation and amortization and general, administrative and other expenses. Our non-compensation expenses also include certain expenses reimbursed by our clients. Overall, our non-compensation expenses are subject to variability due to multiple factors, including headcount, business needs, and inflation.
Non-Operating Income (Expenses)
Non-operating income (expenses) includes the impact of income and expense items that we consider to be non-operational in nature, which typically includes interest income and expense and other non-operating gains (losses), including the impact of foreign exchange rate fluctuations.
Non-Controlling Interests
Non-controlling interests represent the ownership interests in PWP OpCo held by holders other than Perella Weinberg Partners, which are current and former working partners. Profits and losses of PWP OpCo are allocated to the non-controlling interests in proportion to their ownership interest regardless of their basis.
25
Results of Operations
The following is a discussion of our results of operations for the respective periods indicated:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | 2026 | 2025 | 2026 vs. 2025 | 2026 | 2025 | 2026 vs. 2025 | |||||||||||||||||||||||||||||
| Revenues | $ | 156,525 | $ | 155,267 | 1% | $ | 305,442 | $ | 367,098 | (17)% | |||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||||||||
| Compensation and benefits | 79,616 | 80,280 | (1)% | 170,891 | 203,279 | (16)% | |||||||||||||||||||||||||||||
| Equity-based compensation | 36,278 | 28,034 | 29% | 67,063 | 54,279 | 24% | |||||||||||||||||||||||||||||
| Total compensation and benefits | 115,894 | 108,314 | 7% | 237,954 | 257,558 | (8)% | |||||||||||||||||||||||||||||
| Non-compensation expenses | 35,576 | 38,005 | (6)% | 75,334 | 88,924 | (15)% | |||||||||||||||||||||||||||||
| Total operating expenses | 151,470 | 146,319 | 4% | 313,288 | 346,482 | (10)% | |||||||||||||||||||||||||||||
| Operating income (loss) | 5,055 | 8,948 | (44)% | (7,846) | 20,616 | NM | |||||||||||||||||||||||||||||
| Non-operating income (expenses) | |||||||||||||||||||||||||||||||||||
| Other income (expense) | 1,029 | (2,700) | NM | 3,288 | (2,469) | NM | |||||||||||||||||||||||||||||
| Total non-operating income (expenses) | 1,029 | (2,700) | NM | 3,288 | (2,469) | NM | |||||||||||||||||||||||||||||
| Income (loss) before income taxes | 6,084 | 6,248 | (3)% | (4,558) | 18,147 | NM | |||||||||||||||||||||||||||||
| Income tax expense (benefit) | (247) | 1,980 | (112)% | (10,144) | (7,494) | (35)% | |||||||||||||||||||||||||||||
| Net income (loss) | 6,331 | 4,268 | 48% | 5,586 | 25,641 | (78)% | |||||||||||||||||||||||||||||
| Less: Net income (loss) attributable to non-controlling interests | 1,027 | 1,530 | (33)% | (1,205) | 5,564 | NM | |||||||||||||||||||||||||||||
| Net income (loss) attributable to Perella Weinberg Partners | $ | 5,304 | $ | 2,738 | 94% | $ | 6,791 | $ | 20,077 | (66)% | |||||||||||||||||||||||||
| NM = Not meaningful | |||||||||||||||||||||||||||||||||||
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Revenues
The following table provides revenue statistics for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 vs. 2025 | 2026 | 2025 | 2026 vs. 2025 | ||||||||||||||||||||||||||||||
| Total Advisory Clients | 72 | 68 | 4 | 108 | 106 | 2 | |||||||||||||||||||||||||||||
Total Clients with Fees Greater than or Equal to $1.0 million | 37 | 33 | 4 | 69 | 73 | (4) | |||||||||||||||||||||||||||||
Revenues were $156.5 million for the three months ended June 30, 2026 as compared to $155.3 million for the three months ended June 30, 2025, an increase of 1%. In the current period, higher mergers and acquisitions activity, driven by an increase in the number of related fee events, was partially offset by decreased financing and capital solutions activity.
Revenues were $305.4 million for the six months ended June 30, 2026 as compared to $367.1 million for the six months ended June 30, 2025, a decrease of 17%. The decrease in revenues was driven by a lower average fee per client and decreased financing and capital solutions activity, partially offset by increased mergers and acquisitions activity.
Compensation and Benefits Expenses
For the three months ended June 30, 2026, total compensation and benefits expenses were $115.9 million, an increase of 7% compared to $108.3 million for the three months ended June 30, 2025. The increase was primarily the result of a higher non-bonus compensation base, reflecting the impact of recent investments in new hires. It also reflected Business Realignment costs, including separation and transition benefits and the accelerated amortization of equity-based awards.
For the six months ended June 30, 2026, total compensation and benefits expenses were $238.0 million, a decrease of 8% compared to $257.6 million for the six months ended June 30, 2025. The decrease was primarily driven by a lower discretionary bonus accrual on lower revenues. Excluding the lower bonus accrual, compensation expense increased year-over-year due to a higher non-bonus compensation base, reflecting the impact of recent investments in new hires, and from Business Realignment costs. The higher compensation margin period-over-period reflects the decline in revenues on an absolute dollar basis against a higher non-bonus compensation base.
Non-Compensation Expenses
For the three months ended June 30, 2026, total non-compensation expenses were $35.6 million, a decrease of 6% compared to $38.0 million for the three months ended June 30, 2025. The decrease was primarily driven by lower professional fees due to litigation insurance recoveries in excess of previous estimates, a decrease in rent expense due to sublease income, and lower general, administrative and other expenses. The overall decrease was partially offset by an increase in intangible asset amortization related to the Devon Park Acquisition.
For the six months ended June 30, 2026, total non-compensation expenses were $75.3 million, a decrease of 15% compared to $88.9 million for the six months ended June 30, 2025. The decrease was primarily driven by lower professional fees due to reduced litigation spend coupled with related insurance recoveries in excess of previous estimates, a decrease in bad debt expense, and a decrease in rent expense due to sublease income. This decrease was partially offset by increases in technology costs and intangible asset amortization.
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Non-Operating Income (Expenses)
For the three months ended June 30, 2026, non-operating income was $1.0 million compared to non-operating expenses of $2.7 million for the three months ended June 30, 2025. In the current period, non-operating income included interest income, a gain on the change in fair value of the Earn-out, and a net loss from foreign exchange rate fluctuations. Non-operating expenses in the prior year period included a larger net loss from foreign exchange rate fluctuations, which was partially offset by interest income.
For the six months ended June 30, 2026, non-operating income was $3.3 million compared to non-operating expenses of $2.5 million for the six months ended June 30, 2025. In the current period, non-operating income primarily included interest income, a gain on the change in fair value of the Earn-out, and a net gain from foreign exchange rate fluctuations. Non-operating expenses in the prior year period included a net loss from foreign exchange rate fluctuations, which was partially offset by interest income. For all periods, the impact of foreign exchange rate fluctuations was largely related to U.S. dollar-denominated cash and intercompany receivables held by our foreign subsidiaries.
Income Tax Expense (Benefit)
The Company’s income tax benefit and effective tax rate were $(0.2) million and (4.1)%, respectively, for the three months ended June 30, 2026 compared to an income tax expense and effective tax rate of $2.0 million and 31.7%, respectively, for the three months ended June 30, 2025.
The Company’s income tax benefit and effective tax rate were $(10.1) million and 222.6%, respectively, for the six months ended June 30, 2026 compared to an income tax benefit and effective tax rate of $(7.5) million and (41.3)%, respectively, for the six months ended June 30, 2025.
The change in the effective tax rate in each period was primarily due to the relative size of our permanent differences in relation to the pre-tax income (loss) in the respective periods. In addition, the Company recognized an $8.7 million tax benefit associated with the appreciation in our share price upon vesting of RSUs above the original grant price during the six months ended June 30, 2026 compared to $12.6 million in the prior year period.
Liquidity and Capital Resources
General
We regularly monitor our liquidity position, including cash, working capital assets and liabilities, commitments and other requirements. Our primary sources of liquidity are generally our cash balances, the net cash generated from operations, and the available borrowing capacity under our Revolving Credit Facility. Our primary cash needs are typically for working capital, operating expenses (including cash compensation for our employees), repurchasing shares of the Company’s Class A common stock, withholding tax payments for vested PWP Incentive Plan Awards, cash-settled exchanges of PWP OpCo Units, income taxes, dividends and distributions, capital expenditures, making payments pursuant to the tax receivable agreement, commitments, and strategic investments. We generally pay a significant portion of our annual cash incentive compensation during the first quarter of each calendar year with respect to the prior year’s results. Therefore, cash levels generally decline during the first quarter and build over the remainder of the year.
Our current assets are typically composed of cash, receivables related to fees earned from providing advisory services, certain prepaid expenses and certain amounts due from related parties. Our current liabilities are primarily composed of accrued employee compensation, accounts payable and other accrued expenses. Cash and cash equivalents include cash held at banks, including interest-bearing money market accounts, and any short-term highly liquid investments that have original maturities of three months or less from the date of purchase. As of June 30, 2026 and December 31, 2025, the Company had cash balances of $115.8 million and $255.9 million, respectively, and no cash equivalents.
Our liquidity is highly dependent upon cash receipts from clients, which generally require the successful completion of transactions. Accounts receivable typically have net terms of 30 days. Accounts receivable, net of allowance for credit losses, were $36.2 million and $62.7 million as of June 30, 2026 and December 31, 2025, respectively.
We have a Revolving Credit Facility with Cadence Bank with an available line of credit of $50.0 million. Additionally, up to $20.0 million of incremental revolving commitments above the $50.0 million commitment amount may be incurred under the Credit Agreement. As of June 30, 2026, we had no outstanding balance related to the Revolving Credit Facility and no incremental revolving commitments were incurred. For further information on the Revolving Credit Facility, refer to Note 9—Debt in the notes to condensed consolidated financial statements included elsewhere in this Form 10-Q.
Based on current market conditions, we believe that our cash on hand, net cash generated from operations, and the available borrowing capacity under our Revolving Credit Facility will be sufficient to meet our operating needs and commitments for the next twelve months; however, if these sources of liquidity are not sufficient, we may seek additional debt or equity financing.
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Cash Flows
A summary of our operating, investing and financing cash flows is as follows:
| Six Months Ended June 30, | |||||||||||
| (Dollars in thousands) | 2026 | 2025 | |||||||||
Cash Provided By (Used In) | |||||||||||
Operating Activities | |||||||||||
Net income (loss) | $ | 5,586 | $ | 25,641 | |||||||
| Non-cash charges and other operating activity adjustments | 75,770 | 66,677 | |||||||||
| Other operating activities | (142,239) | (212,712) | |||||||||
| Total operating activities | (60,883) | (120,394) | |||||||||
| Investing Activities | (3,720) | 73,080 | |||||||||
| Financing Activities | (72,682) | (144,719) | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (2,795) | 5,452 | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | (140,080) | (186,581) | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 257,050 | 332,771 | |||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 116,970 | $ | 146,190 | |||||||
Six Months Ended June 30, 2026
Operating activities resulted in a net cash outflow of $60.9 million primarily attributable to cash operating expense outflows, including discretionary bonuses paid during the first quarter of 2026 with respect to prior year compensation expense, partially offset by cash collections from clients.
Investing activities resulted in a net cash outflow of $3.7 million attributable to purchases of fixed assets.
Financing activities resulted in a net cash outflow of $72.7 million primarily due to withholding tax payments for vested PWP Incentive Plan Awards, dividend payments, and distributions to partners.
Six Months Ended June 30, 2025
Operating activities resulted in a net cash outflow of $120.4 million primarily attributable to cash operating expense outflows, including discretionary bonuses paid during the first quarter of 2025 with respect to prior year compensation expense, partially offset by cash collections from clients.
Investing activities resulted in a net cash inflow of $73.1 million attributable to the maturation of investments in U.S. Treasury securities, which was nominally offset by capital expenditures related to office space renovations.
Financing activities resulted in a net cash outflow of $144.7 million primarily due to withholding tax payments for vested PWP Incentive Plan Awards, the cash settlement of exchanges of PWP OpCo Units, share repurchases, and dividend payments.
Share Repurchase Program
Our board of directors has approved a stock repurchase program under which we are authorized to repurchase up to $200.0 million of our Class A common stock with no requirement to purchase any minimum number of shares. As of June 30, 2026, $60.2 million remains of the $200.0 million authorized for share repurchases.
Exchange Rights
In accordance with the limited partnership agreement of PWP OpCo, holders of PWP OpCo Units (other than the Company) may exchange these units for (i) shares of Class A common stock on a one-for-one basis or (ii) cash from an offering of shares of Class A common stock and (iii) cash from any other source. Whether future exchanges are settled in cash or shares of Class A common stock is at our discretion and will depend on our liquidity and capital resources, market conditions, the timing and concentration of exchange elections and other factors. See Note 10—Stockholders’ Equity and Redeemable Non-Controlling Interests in the notes to the condensed consolidated financial statements included elsewhere in this Form 10-Q for further information.
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Regulatory Capital
We actively monitor our regulatory capital base. Our principal subsidiaries are subject to regulatory requirements in their respective jurisdictions to ensure general financial soundness and liquidity. This requires, among other things, that we comply with certain minimum capital requirements, record-keeping, reporting procedures, experience and training requirements for employees and certain other requirements and procedures. These regulatory requirements may restrict the flow of funds to and from affiliates. Refer to Note 6—Regulatory Requirements in the notes to condensed consolidated financial statements included elsewhere in this Form 10-Q for further information. These regulations differ in the United States, United Kingdom, Canada, France and other countries in which we operate a registered broker-dealer or regionally similar construct. The license or regulatory framework under which we operate in each such country is meant to comply with applicable laws and regulations to conduct an advisory business. We believe that we provide each of our subsidiaries with sufficient capital and liquidity, consistent with their business and regulatory requirements to effectively operate in each jurisdiction.
Tax Receivable Agreement
As of June 30, 2026, we had an amount due of $105.6 million pursuant to the tax receivable agreement, which represents management’s best estimate of the amounts currently expected to be owed in connection with the tax receivable agreement for the Business Combination and subsequent exchanges made to date. See Note 15—Related Party Transactions in the notes to the condensed consolidated financial statements included elsewhere in this Form 10-Q for further information as well as the expected timing of payments.
Leases
We have non-cancelable operating leases for our office space and certain equipment. As of June 30, 2026, we had $179.3 million of operating lease liabilities. See Note 4—Leases in the notes to condensed consolidated financial statements included elsewhere in this Form 10-Q for further information as well as the expected timing of payments.
Market Risk and Credit Risk
Our business is not capital-intensive and we do not invest in derivative instruments. We are not subject to significant market risk (including interest rate risk and commodity price risk) or significant credit risk.
Risks Related to Cash and Cash Equivalents
Our cash and cash equivalents include any short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less from the date of purchase. Cash is maintained in U.S. and non-U.S. bank accounts. Most account balances exceed U.S. Federal Deposit Insurance Corporation (FDIC) coverage limits or the coverage limits of the relevant foreign deposit insurance system, as applicable. We believe our cash and cash equivalents are not subject to any material interest rate risk, equity price risk, credit risk or other market risk.
Credit Risk
We regularly review our accounts receivable and allowance for credit losses by considering factors such as historical experience, credit quality, age of the accounts receivable, and the current economic conditions that may affect a client’s ability to pay such amounts owed to us. We maintain an allowance for credit losses that, in our opinion, provides for an adequate reserve to cover current expected credit losses. Refer to Note 2—Summary of Significant Accounting Policies in the notes to condensed consolidated financial statements included elsewhere in this Form 10-Q for further information.
When we invest our excess cash, we manage our credit risk exposure by holding investments primarily with investment grade credit quality.
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Exchange Rate Risk
We are exposed to exchange rate risk as a result of having foreign subsidiaries with non-U.S. dollar functional currencies as well as from entering into transactions and holding monetary assets and liabilities that are not denominated in the functional currency of our operating subsidiaries. Specifically, the reported amounts in our consolidated financial statements may be affected by movements in the rate of exchange between the pound sterling, euro, and Canadian dollar and our reporting currency, the U.S. dollar. For the six months ended June 30, 2026 and 2025, the net impact of non-functional currency related transaction gains (losses) recorded in Other income (expense) on our Condensed Consolidated Statements of Operations was $0.8 million and $(4.5) million, respectively, primarily related to U.S. dollar-denominated cash and intercompany receivables held by our foreign subsidiaries as foreign exchange rates fluctuated. For the six months ended June 30, 2026 and 2025, the net impact from the fluctuation of foreign currencies recorded in Foreign currency translation gain (loss) on our Condensed Consolidated Statements of Comprehensive Income (Loss) was $(1.8) million and $7.8 million, respectively. We have not entered into any transactions to hedge our exposure to these foreign currency fluctuations using derivative instruments or other methods but may do so if we deem appropriate in the future. As of June 30, 2026, we held cash balances of $24.4 million in non-U.S. dollar currencies, composed of pound sterling, euros, and Canadian dollars.
Critical Accounting Estimates
The unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q are prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Estimates and the assumptions underlying these estimates are reviewed periodically, and the effects of revisions are reflected in the period in which they are determined to be necessary. There have been no material changes to our critical accounting estimates from those described in our Annual Report on Form 10-K filed on February 27, 2026.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Quantitative and qualitative disclosures about market risk are set forth above in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Risk and Credit Risk”.
Item 4. Controls and Procedures
This Item 4 includes information concerning the controls and controls evaluation referred to in the certifications of our Chief Executive Officer and Chief Financial Officer required by Rule 13a-14 of the Exchange Act included in this Quarterly Report on Form 10-Q as Exhibits 31.1 and 31.2.
Management’s Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management to allow timely decisions regarding required disclosures.
In connection with the preparation of this Quarterly Report on Form 10-Q, our management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed in reports that we file or submit under the Exchange Act is accumulated and communicated to management, and made known to our principal executive officer and principal financial officer, on a timely basis to ensure that it is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the three months ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are now, and from time to time may in the future be, named as a defendant in legal actions relating to transactions conducted in the ordinary course of business. We may also become involved in other judicial, regulatory and arbitration proceedings concerning matters arising in connection with the conduct of our businesses. Some of these matters may involve claims of substantial amounts.
For details on the current legal proceedings, refer to Note 16—Commitments and Contingencies in the notes to condensed consolidated financial statements included elsewhere in this Form 10-Q.
Item 1A. Risk Factors
There have been no material changes or updates to our risk factors that were previously disclosed in “Part I. Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on February 27, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Repurchases of Equity Securities
The following table summarizes our repurchase of equity securities during the three months ended June 30, 2026:
| Period | Total Number of Shares Repurchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares yet to be Purchased Under the Publicly Announced Plans or Programs(1) | ||||||||||||||||||||||
| April 1, 2026 - April 30, 2026 | — | $ | — | — | $ | 60,167,441 | ||||||||||||||||||||
| May 1, 2026 - May 31, 2026 | — | $ | — | — | $ | 60,167,441 | ||||||||||||||||||||
| June 1, 2026 - June 30, 2026 | — | $ | — | — | $ | 60,167,441 | ||||||||||||||||||||
| Total | — | $ | — | — | ||||||||||||||||||||||
__________________
(1)On February 16, 2022, the Company’s Board of Directors initially approved a stock repurchase program and the authorized amount under such program was increased on February 8, 2023 such that the Company is authorized to repurchase up to $200.0 million of the Company’s Class A common stock with no requirement to purchase any minimum number of shares. Shares may be repurchased under the repurchase program through open market purchases, privately negotiated transactions, block trades, accelerated or other structured share repurchase programs, or other means. The manner, timing, pricing and amount of any transactions will be subject to the Company’s discretion and may be based upon market conditions and alternative opportunities that the Company may have for the use or investment of its capital. The repurchase program may be modified, suspended or discontinued at any time.
Unregistered Sales of Equity Securities
As previously reported, on October 1, 2025, the Company completed the acquisition of Devon Park Advisors, LLC, which involved equity consideration of 1,065,110 shares of Class A common stock to be delivered in three equal installments, with the first delivered at closing and the remaining to be delivered in the third quarters of 2026 and 2027. On April 15, 2026, we issued 3,781 shares of our Class A common stock as consideration earned for certain pre-existing client engagements that generated revenue within one year of closing. These issuances did not involve any underwriters, underwriting discounts or commissions, or a public offering, and such issuances were exempt from registration requirements pursuant to Section 4(a)(2) of the Securities Act.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Other Information
Insider Trading Arrangements and Policies
During the three months ended June 30, 2026, no director or officer of the Company adopted terminated
Item 6. Exhibits.
| Exhibit Number | Description | |||||||
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PERELLA WEINBERG PARTNERS | |||||||||||
Date: July 31, 2026 | By: | /s/ ANDREW BEDNAR | |||||||||
| Andrew Bednar | |||||||||||
| Chief Executive Officer and Chairman | |||||||||||
| (Principal Executive Officer) | |||||||||||
Date: July 31, 2026 | By: | /s/ ALEXANDRA GOTTSCHALK | |||||||||
Alexandra Gottschalk | |||||||||||
Chief Financial Officer and Chief Operating Officer | |||||||||||
| (Principal Financial Officer and Principal Accounting Officer) | |||||||||||
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