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PWP insider reports Class B-1 derivative distribution on Form 4

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Perella Weinberg Partners (PWP) reported an insider transaction on a Form 4 involving Class B-1 common stock held by an affiliated entity that is treated as a director. On 11/17/2025, the reporting person made a transaction coded "J" in derivative securities, described as a distribution of Class B-1 shares to one or more of its limited partners.

Each Class B-1 share is linked to Perella Weinberg Partners Class A common stock at a conversion rate of 0.001 Class A share for one Class B-1 share, in connection with exchanges of PWP Holdings LP common units. Following the reported transaction, the reporting person beneficially owned 22,139,506 derivative securities related to these Class B-1 shares.

Positive

  • None.

Negative

  • None.
Insider PWP VoteCo Professionals LP
Role Director
Type Security Shares Price Value
Other Class B-1 Common Stock 1,319,000 $0.02 $26K
Holdings After Transaction: Class B-1 Common Stock — 22,139,506 shares (Direct)
Footnotes (1)
  1. PWP Holdings LP ("PWP OpCo") Common Units (which represent Class A partnership units of PWP OpCo) ("PWP OpCo Units") held by partners other than the Issuer can be exchanged for Issuer stock or cash on certain dates. Concurrently with an exchange of PWP OpCo Units for shares of Issuer Class A common stock ("Class A Shares") or cash by an exchanging PWP OpCo unitholder ("Unitholder"), such Unitholder will be required to surrender to the Issuer a number of Issuer Class B-1 common stock ("Class B-1 Shares") equal to the number of PWP OpCo Units exchanged, and such Class B-1 Shares will be converted into Class A Shares or, at the option of the Issuer, an equivalent amount of cash, which will be delivered to such Unitholder at a conversion rate of 0.001 Class A Share for one Class B-1 Share. The Reporting Person will distribute such Class B-1 Shares to the applicable Unitholder immediately prior to any such exchange. Reflects a distribution of Class B-1 Shares by the Reporting Person to one or more of its limited partners.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
PWP VoteCo Professionals LP
(Last) (First) (Middle)
767 5TH AVENUE
(Street)
NEW YORK NY 10153
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Perella Weinberg Partners [ PWP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B-1 Common Stock (1) 11/17/2025 J(2) 1,319,000 (1) (1) Class A Common Stock 1,319 $0.02 22,139,506 D
Explanation of Responses:
1. PWP Holdings LP ("PWP OpCo") Common Units (which represent Class A partnership units of PWP OpCo) ("PWP OpCo Units") held by partners other than the Issuer can be exchanged for Issuer stock or cash on certain dates. Concurrently with an exchange of PWP OpCo Units for shares of Issuer Class A common stock ("Class A Shares") or cash by an exchanging PWP OpCo unitholder ("Unitholder"), such Unitholder will be required to surrender to the Issuer a number of Issuer Class B-1 common stock ("Class B-1 Shares") equal to the number of PWP OpCo Units exchanged, and such Class B-1 Shares will be converted into Class A Shares or, at the option of the Issuer, an equivalent amount of cash, which will be delivered to such Unitholder at a conversion rate of 0.001 Class A Share for one Class B-1 Share. The Reporting Person will distribute such Class B-1 Shares to the applicable Unitholder immediately prior to any such exchange.
2. Reflects a distribution of Class B-1 Shares by the Reporting Person to one or more of its limited partners.
Remarks:
Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed a director by deputization with respect to the Issuer by virtue of the Reporting Person's right to designate a majority of the Issuer's board of directors, subject to certain conditions, pursuant to the Stockholder's Agreement, dated June 24, 2021, by and between the Issuer and the Reporting Person.
/s/ Justin Kamen, Authorized Person 11/19/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Perella Weinberg Partners (PWP) report on this Form 4?

The filing reports a transaction coded "J" on 11/17/2025 in derivative securities tied to Class B-1 common stock, reflecting a distribution of Class B-1 shares by the reporting person to one or more of its limited partners.

Who is the reporting person in the Perella Weinberg Partners (PWP) Form 4?

The reporting person is an entity that, for Section 16 purposes, may be deemed a director by deputization because it has the right, subject to certain conditions, to designate a majority of Perella Weinberg Partners' board of directors.

How do PWP Holdings LP units relate to Perella Weinberg Partners Class A and Class B-1 shares?

PWP Holdings LP (PWP OpCo) common units held by partners other than the issuer can be exchanged for either Class A common stock or cash. In each exchange, the unitholder must surrender an equal number of Class B-1 shares, which are converted into Class A shares or cash at a rate of 0.001 Class A share per Class B-1 share.

How many derivative securities did the reporting person hold after the PWP Form 4 transaction?

After the reported transaction, the reporting person beneficially owned 22,139,506 derivative securities related to Perella Weinberg Partners Class B-1 common stock.

What does the distribution of Class B-1 shares in the PWP Form 4 represent?

The explanation states that the transaction reflects a distribution of Class B-1 shares by the reporting person to one or more of its limited partners, consistent with its role in holding and distributing these securities tied to PWP Holdings LP units.

What is the relationship between Class B-1 shares and Class A common stock of PWP?

When a PWP Holdings LP unitholder exchanges units for Class A common stock or cash, an equal number of Class B-1 shares must be surrendered. Those Class B-1 shares are then converted into Class A shares or an equivalent amount of cash at the 0.001-to-1 conversion rate.