Perella Weinberg Partners (PWP) funds UK partnership acquisition with new stock issuance

Rhea-AI Filing Summary

Perella Weinberg Partners entered into a Sale and Purchase Deed to acquire 100% of the membership interests of a limited liability partnership organized under the laws of England and Wales. The closing is subject to customary conditions, including required regulatory approvals, and is expected in the second half of the year.

As part of the purchase consideration, the company will issue shares of its Class A common stock. This includes an aggregate of 1,127,529 shares at closing and an aggregate of 2,255,058 additional shares in three annual tranches on each of the first, second, and third anniversaries of closing, which are subject to forfeiture in certain circumstances. Further contingent consideration may be payable in shares based on fees from specified client engagements, calculated using the volume-weighted average trading price over defined periods.

The shares will be issued in an unregistered private transaction relying on the Section 4(a)(2) exemption under the Securities Act and will be "restricted securities" under Rule 144. The company has agreed that resales by the sellers may occur pursuant to a registration statement (or supplement) it will file or under another available exemption.

Insights

Capital markets and M&A analyst

Stock-funded UK acquisition adds growth while creating staged equity dilution.

Perella Weinberg Partners plans to acquire 100% of an England-and-Wales partnership using primarily equity consideration. The structure includes 1,127,529 shares issued at closing and 2,255,058 shares over three years, aligning seller incentives with post-closing performance.

The additional tranches are subject to forfeiture in certain circumstances, which can help protect the buyer if performance or retention targets are not met. Contingent consideration tied to fees from specific client engagements, partly payable in shares using a volume-weighted average trading price, further links payout to realized revenue.

The shares are issued as restricted securities under Section 4(a)(2), avoiding an immediate public offering but leading to eventual resale once a registration statement (or supplement) is filed or other exemptions apply. The overall impact on existing shareholders will depend on the size of this issuance relative to current outstanding shares, which is not detailed here.

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

Initial share consideration at closing: 1,127,529 shares Deferred share consideration: 2,255,058 shares Ownership acquired: 100% membership interests +1 more

4 metrics

Initial share consideration at closing 1,127,529 shares Class A common stock issued at closing of acquisition

Deferred share consideration 2,255,058 shares Aggregate Class A shares in three annual tranches after closing

Ownership acquired 100% membership interests Limited liability partnership organized under laws of England and Wales

Securities Act exemption Section 4(a)(2) Unregistered issuance for transactions by an issuer not involving a public offering

Key Terms

Sale and Purchase Deed, restricted securities, Section 4(a)(2), Rule 144, +2 more

6 terms

Sale and Purchase Deed financial

"entered into a Sale and Purchase Deed to acquire 100% of the membership interests"

restricted securities regulatory

"the securities will be "restricted securities" within the meaning of Rule 144"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

Section 4(a)(2) regulatory

"in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Rule 144 regulatory

"within the meaning of Rule 144 under the Securities Act and may not be offered or sold"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

contingent consideration financial

"and (iii) contingent consideration based on fees received from certain client engagements"

Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.

volume-weighted average trading price financial

"payable in shares of Common Stock calculated based on the volume-weighted average trading price"

Volume-weighted average trading price (VWAP) is the average price of a stock over a trading period, where each trade’s price is weighted by how many shares changed hands, so big trades move the average more than small ones. Investors use VWAP as a benchmark to tell whether they bought or sold at a good price compared with the market’s trading activity—like checking if your grocery bill was close to the store’s typical daily average when many customers shopped.

Understanding 8-K Material Events →

0001777835False00017778352026-04-132026-04-13

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): April 13, 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 April 13, 2026, as previously announced, Perella Weinberg Partners (together with its affiliates, the "Company") entered into a Sale and Purchase Deed to acquire 100% of the membership interests of a limited liability partnership organized under the laws of England and Wales (the "Acquisition"). In connection with the Acquisition, the Company agreed to issue shares of its Class A common stock, par value $0.0001 per share (the "Common Stock"), to sellers of the membership interests (the "Sellers") as a portion of the purchase consideration. The closing of the Acquisition is subject to customary closing conditions, including receipt of required regulatory approvals, and is expected to occur in the second half of the year.

The share consideration consists of the following components: (i) an aggregate of 1,127,529 shares of Common Stock to be issued at closing; (ii) an aggregate of 2,255,058 additional shares of Common Stock to be issued in three annual tranches on each of the first, second, and third anniversaries of closing, subject to forfeiture in certain circumstances; and (iii) contingent consideration based on fees received from certain client engagements, a portion of which may be payable in shares of Common Stock calculated based on the volume-weighted average trading price of the Common Stock during specified measurement periods.

The shares of Common Stock to be issued as described above will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act for transactions by an issuer not involving a public offering. The Company did not engage in general solicitation or advertising with regard to the issuance. When issued, the securities will be "restricted securities" within the meaning of Rule 144 under the Securities Act and may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. Resales of the securities by the Sellers from time to time will be made pursuant to a registration statement (or a supplement to a registration statement) that the Company has agreed to file, or in reliance on an available exemption under the Securities Act.

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: April 13, 2026			By:			/s/ Alexandra Gottschalk
			Name:			Alexandra Gottschalk
			Title:			Chief Financial Officer

FAQ

What acquisition did Perella Weinberg Partners (PWP) announce in this 8-K?

Perella Weinberg Partners agreed to acquire 100% of the membership interests of a limited liability partnership organized under the laws of England and Wales. The deal is documented in a Sale and Purchase Deed and is expected to close in the second half of the year, subject to customary approvals.

How many Perella Weinberg Partners (PWP) shares will be issued at closing?

At closing, Perella Weinberg Partners plans to issue an aggregate of 1,127,529 shares of its Class A common stock as part of the purchase consideration. These shares represent the upfront equity component separate from the additional annual tranches and any contingent consideration.

What additional share-based consideration is tied to the PWP acquisition?

Beyond the closing shares, Perella Weinberg Partners will issue an aggregate of 2,255,058 additional Class A shares in three annual tranches on the first, second, and third anniversaries of closing. These future issuances are subject to forfeiture in certain circumstances linked to the transaction arrangements.

Is the Perella Weinberg Partners (PWP) share issuance registered under the Securities Act?

The shares will not be registered under the Securities Act. Perella Weinberg Partners is relying on the Section 4(a)(2) exemption for transactions by an issuer not involving a public offering, making the issued securities “restricted securities” under Rule 144 and limiting resale options without registration or another exemption.

How is contingent consideration structured in the PWP acquisition?

Contingent consideration is based on fees received from certain client engagements of the acquired business. A portion of this earn-out may be paid in Class A common stock, with the number of shares calculated using the volume-weighted average trading price during specified measurement periods outlined in the agreement.

How will sellers eventually resell the Perella Weinberg Partners (PWP) shares?

Resales by the sellers may occur under a registration statement, or a supplement to one, that Perella Weinberg Partners has agreed to file. Alternatively, sellers can rely on an available exemption from Securities Act registration, subject to the usual restrictions governing transfers of restricted securities.

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