Perella Weinberg issues 1.999M Class A shares

Q: What equity transaction did PWP disclose in this Form 8-K?

Perella Weinberg Partners disclosed that it issued 1,999,015 shares of its Class A common stock on September 1, 2026 in a private exchange with certain PWP Holdings LP limited partners for Class A partnership units and related Class B common shares.

Q: How many PWP Holdings LP units were exchanged for PWP Class A shares (PWP)?

The transaction involved an exchange of 1,997,030 Class A partnership units of PWP Holdings LP, along with 1,997,030 shares of Class B common stock of Perella Weinberg Partners held by certain limited partners.

Q: Was the new PWP Class A stock issuance registered with the SEC?

No. The 1,999,015 Class A shares were issued in reliance on the Section 4(a)(2) exemption under the Securities Act of 1933 as a transaction by an issuer not involving a public offering, without any form of general solicitation or general advertising.

Perella Weinberg Partners (PWP) reported an unregistered issuance of 1,999,015 shares of Class A common stock on September 1, 2026.

Filing Impact

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Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

Perella Weinberg Partners (PWP) reported an unregistered issuance of 1,999,015 shares of Class A common stock on September 1, 2026. These shares were issued in exchange for 1,997,030 Class A partnership units of PWP Holdings LP and an equal number of Class B common shares held by certain limited partners under the PWP OpCo limited partnership agreement.

The PWP OpCo agreement permits holders of Class A partnership units (other than the Company) to exchange those units for Class A common stock on a one-for-one basis, or for cash, at the Company’s option. In simultaneous exchanges, corresponding Class B shares convert into Class A shares or cash at a 1:1000 (0.001) conversion rate. The issuance relied on the Section 4(a)(2) private-offering exemption under the Securities Act.

Filing Explained

The completed issuance of 1,999,015 Class A shares increased PWP’s total share count, reducing existing holders’ percentage ownership absent offsetting changes.

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 common shares issued: 1,999,015 shares PWP OpCo Class A partnership units exchanged: 1,997,030 units Class B common shares involved: 1,997,030 shares +2 more

5 metrics

Class A common shares issued 1,999,015 shares Issued by Perella Weinberg Partners on September 1, 2026 in a private exchange

PWP OpCo Class A partnership units exchanged 1,997,030 units Class A partnership units of PWP Holdings LP exchanged for PWP Class A shares

Class B common shares involved 1,997,030 shares Shares of PWP Class B common stock held by exchanging PWP OpCo limited partners

Class A partnership unit to Class A share ratio 1:1 Each PWP OpCo Class A partnership unit exchangeable into one PWP Class A common share

Class B to Class A conversion rate 1:1000 (0.001) Class B shares convert into PWP Class A shares or cash at this rate on exchange

Key Terms

Unregistered Sales of Equity Securities, Section 4(a)(2) of the Securities Act of 1933, Class A partnership units, 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 September 1, 2026"

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

"shares of Class A common stock were issued in reliance on an exemption from registration under Section 4(a)(2)"

Class A partnership units financial

"exchange for 1,997,030 Class A partnership units of PWP Holdings LP"

Amended and Restated Limited Partnership Agreement financial

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

conversion rate of 1:1000 (or 0.001) financial

"delivered to the exchanging holder at a conversion rate of 1:1000 (or 0.001)"

FAQ

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

What equity transaction did PWP disclose in this Form 8-K?

Perella Weinberg Partners disclosed that it issued 1,999,015 shares of its Class A common stock on September 1, 2026 in a private exchange with certain PWP Holdings LP limited partners for Class A partnership units and related Class B common shares.

How many PWP Holdings LP units were exchanged for PWP Class A shares (PWP)?

The transaction involved an exchange of 1,997,030 Class A partnership units of PWP Holdings LP, along with 1,997,030 shares of Class B common stock of Perella Weinberg Partners held by certain limited partners.

What is the exchange ratio between PWP’s Class A stock and PWP OpCo Class A units?

Under the PWP OpCo limited partnership agreement, holders may exchange Class A partnership units of PWP OpCo for shares of PWP Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.

How are PWP Class B common shares treated in an exchange?

When a PWP OpCo unitholder who holds PWP Class B shares exchanges Class A partnership units, a number of their Class B shares equal to the units exchanged automatically convert into Class A common stock or cash at a 1:1000 (0.001) conversion rate and are delivered to the exchanging holder.

Was the new PWP Class A stock issuance registered with the SEC?

No. The 1,999,015 Class A shares were issued in reliance on the Section 4(a)(2) exemption under the Securities Act of 1933 as a transaction by an issuer not involving a public offering, without any form of general solicitation or general advertising.

Does PWP have discretion to pay cash instead of issuing Class A shares?

Yes. Under the PWP OpCo limited partnership agreement, the Company may, at its option, deliver either Class A common stock or cash (from an offering of Class A shares or from any other source) to exchanging PWP OpCo unitholders.

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Available on EDGAR 09/03/2026 - 06:02 AM EDT Accepted by SEC EDGAR 09/02/2026 - 06:05 PM EDT

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): September 1, 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 September 1, 2026, Perella Weinberg Partners (the “Company”) issued 1,999,015 shares of its Class A common stock in exchange for 1,997,030 Class A partnership units of PWP Holdings LP (“PWP OpCo”) and 1,997,030 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: September 2, 2026	By:	/s/ Alexandra Gottschalk
	Name:	Alexandra Gottschalk
	Title:	Chief Financial Officer and Chief Operating Officer

Source: View Original Filing on SEC EDGAR

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