[8-K] Perella Weinberg Partners Reports Material Event

Rhea-AI Filing Summary

Perella Weinberg Partners reported issuing 1,320,319 shares of its Class A common stock on November 17, 2025 in a private transaction. These shares were exchanged for 1,319,000 Class A partnership units of PWP Holdings LP and 1,319,000 shares of the Company’s Class B common stock held by certain PWP OpCo limited partners under the PWP OpCo limited partnership agreement.

Under that agreement, non‑Company holders of PWP OpCo Class A units can exchange their units for Class A common stock on a one‑for‑one basis or for cash, at the Company’s option. When a unitholder who also holds Class B common stock exchanges, the same number of Class B shares is automatically converted into Class A common stock or cash at a 1:1000 conversion rate. The new Class A shares were issued in a private placement relying on the Section 4(a)(2) exemption from Securities Act registration.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 17, 2025

Commission File Number: 001-39558

PERELLA WEINBERG PARTNERS

(Exact Name of Registrant as Specified in its Charter)

Delaware			84-1770732
( State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
767 Fifth Avenue New York, NY			10153
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (212) 287-3200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

PWP

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 3.02 Unregistered Sales of Equity Securities

On November 17, 2025, Perella Weinberg Partners (the “Company”) issued 1,320,319 shares of its Class A common stock in exchange for 1,319,000 Class A partnership units of PWP Holdings LP (“PWP OpCo”) and 1,319,000 shares of Class B common stock of the Company that were held by certain limited partners of PWP OpCo pursuant to the Amended and Restated Limited Partnership Agreement of PWP OpCo (as amended, the “PWP OpCo LPA”).

Pursuant to the terms of the PWP OpCo LPA, and subject to the exchange procedures and restrictions set forth therein and any other procedures or restrictions imposed by the Company, holders of Class A partnership units of PWP OpCo (other than the Company) may exchange these units for (i) shares of Class A common stock of the Company on a one-for-one basis (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications), (ii) cash from an offering of shares of Class A common stock of the Company (based on the net proceeds received by the Company for such shares in such offering), or (iii) cash from any other source. Simultaneously with an exchange by a PWP OpCo unitholder who holds shares of Class B common stock of the Company, a number of shares of Class B common stock held by such unitholder equal to the number of Class A partnership units of PWP OpCo exchanged by such unitholder will be automatically converted into shares of Class A common stock or cash, which will be delivered to the exchanging holder at a conversion rate of 1:1000 (or 0.001). Whether the exchanging PWP OpCo unitholder receives cash or Class A common stock in exchange for their Class A partnership units and Class B common stock is at the Company’s option.

The shares of Class A common stock were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering without any form of general solicitation or general advertising.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			PERELLA WEINBERG PARTNERS
Date: November 18, 2025			By:			/s/ Alexandra Gottschalk
			Name:			Alexandra Gottschalk
			Title:			Chief Financial Officer

FAQ

What did Perella Weinberg Partners (PWP) disclose in this 8-K filing?

Perella Weinberg Partners disclosed that on November 17, 2025 it issued 1,320,319 shares of Class A common stock in exchange for 1,319,000 Class A partnership units of PWP Holdings LP and 1,319,000 shares of its Class B common stock held by certain PWP OpCo limited partners.

Who received the 1,320,319 newly issued Class A shares of PWP?

The 1,320,319 Class A common shares were issued to certain limited partners of PWP Holdings LP who held PWP OpCo Class A partnership units and corresponding shares of Class B common stock, in line with the exchange mechanics under the PWP OpCo limited partnership agreement.

How does the exchange mechanism between PWP Class A shares and PWP OpCo units work?

Under the PWP OpCo limited partnership agreement, holders of PWP OpCo Class A partnership units (other than the Company) may exchange each unit for one share of PWP Class A common stock, or for cash sourced either from a Class A share offering or from another source, with the form of consideration determined at the Company’s option.

What happens to PWP Class B common stock when a PWP OpCo unitholder exchanges units?

When a PWP OpCo unitholder who also holds PWP Class B common stock exchanges Class A partnership units, a number of Class B shares equal to the units exchanged is automatically converted into Class A common stock or cash, delivered at a conversion rate of 1:1000 (0.001) per Class B share.

Was the issuance of 1,320,319 PWP Class A shares registered with the SEC?

No. The 1,320,319 Class A common shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933 as a transaction by an issuer not involving a public offering, without general solicitation or general advertising.

Is the form of consideration for PWP OpCo exchanges always stock?

No. The PWP OpCo limited partnership agreement allows the Company, at its option, to deliver either shares of Class A common stock (on a one‑for‑one basis with Class A partnership units) or cash from a Class A share offering or from another source when PWP OpCo Class A units are exchanged.