PWP issues 1.9M Class A shares in unit exchange

Perella Weinberg Partners reported an unregistered equity issuance connected to its partnership exchange structure.

Rhea-AI Filing Summary

Perella Weinberg Partners reported an unregistered equity issuance connected to its partnership exchange structure. On May 18, 2026, the company issued 1,908,084 shares of Class A common stock to certain limited partners of PWP Holdings LP in exchange for 1,906,191 Class A partnership units of PWP OpCo and an equal number of the company’s Class B shares.

Under the PWP OpCo limited partnership agreement, non‑company holders of Class A partnership units may exchange their units for Class A stock on a one‑for‑one basis or for cash, at the company’s option. In a simultaneous step, their Class B shares convert into Class A stock or cash at a 1:1000 (0.001) rate. The new Class A shares were issued privately under the Section 4(a)(2) exemption as a transaction not involving a public offering.

Insights

Capital structure analyst

PWP continues its Up‑C style exchanges, modestly adding Class A shares.

The company issued 1,908,084 Class A shares in a private exchange for PWP OpCo Class A units and associated Class B shares. This reflects the ongoing migration of economic and voting interests from the partnership level into publicly traded equity.

The exchange follows pre‑defined terms in the PWP OpCo limited partnership agreement, including a one‑for‑one exchange of partnership units into Class A stock and a 1:1000 conversion rate for Class B shares. Because this is an internal exchange with no public offering and no stated cash proceeds, the filing mainly updates investors on share count and ownership mix rather than signaling a strategic shift.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Class A shares issued: 1,908,084 shares PWP OpCo Class A units exchanged: 1,906,191 units Class B shares exchanged: 1,906,191 shares +3 more

6 metrics

Class A shares issued 1,908,084 shares Issued May 18, 2026 in exchange transaction

PWP OpCo Class A units exchanged 1,906,191 units Class A partnership units of PWP Holdings LP

Class B shares exchanged 1,906,191 shares Class B common stock converted in exchange

Class A unit exchange ratio 1:1 Each PWP OpCo Class A unit for one Class A share

Class B conversion rate 1:1000 (0.001) Class B shares convert into Class A or cash

Securities Act exemption Section 4(a)(2) Unregistered issuance as transaction not involving public offering

Key Terms

Unregistered Sales of Equity Securities, Class A partnership units, PWP Holdings LP, Amended and Restated Limited Partnership Agreement, +1 more

5 terms

Unregistered Sales of Equity Securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities On May 18, 2026"

Class A partnership units financial

"in exchange for 1,906,191 Class A partnership units of PWP Holdings LP"

PWP Holdings LP financial

"Class A partnership units of PWP Holdings LP (“PWP OpCo”)"

Amended and Restated Limited Partnership Agreement regulatory

"pursuant to the Amended and Restated Limited Partnership Agreement of PWP OpCo"

Section 4(a)(2) of the Securities Act of 1933 regulatory

"issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity transaction did Perella Weinberg Partners (PWP) disclose?

Perella Weinberg Partners issued 1,908,084 shares of Class A common stock in a private exchange. These shares went to certain PWP Holdings LP limited partners in return for PWP OpCo Class A units and corresponding Class B shares.

How many PWP OpCo units and Class B shares were exchanged for PWP stock?

Investors exchanged 1,906,191 PWP OpCo Class A partnership units and 1,906,191 PWP Class B common shares. In return, Perella Weinberg Partners delivered 1,908,084 new Class A common shares to those limited partners under the partnership agreement.

What exchange terms govern PWP’s PWP OpCo partnership units?

Non‑company holders of PWP OpCo Class A units can exchange them for Class A common stock on a one‑for‑one basis or for cash. The choice between stock and cash consideration is at the company’s option under the partnership agreement.

How are Perella Weinberg’s Class B shares treated in an exchange?

When a PWP OpCo unitholder exchanges, a matching number of PWP Class B shares automatically converts. These Class B shares convert into Class A common stock or cash at a 1:1000 (0.001) rate, with the form of consideration determined by the company.

Under what exemption were PWP’s new Class A shares issued?

The new Class A shares were issued under Section 4(a)(2) of the Securities Act of 1933. This exemption allows transactions by an issuer not involving a public offering, typically with no general solicitation or advertising.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/20/2026 - 06:25 PM Learn about SEC filing dates

0001777835False00017778352026-05-182026-05-18

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): May 18, 2026

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 May 18, 2026, Perella Weinberg Partners (the “Company”) issued 1,908,084 shares of its Class A common stock in exchange for 1,906,191 Class A partnership units of PWP Holdings LP (“PWP OpCo”) and 1,906,191 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: May 20, 2026			By:			/s/ Alexandra Gottschalk
			Name:			Alexandra Gottschalk
			Title:			Chief Financial Officer and Chief Operating Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB