Perella Weinberg Partners (PWP) restructures 1.9M Class B-1 share holdings

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Perella Weinberg Partners affiliate PWP VoteCo Professionals LP reported an internal restructuring transaction involving 1,906,191 shares of Class B-1 Common Stock at $0.02 per share. After the transaction, the reporting person directly held 20,018,315 Class B-1 shares.

Footnotes explain that PWP Holdings LP (PWP OpCo) common units held by partners can later be exchanged into Class A common stock or cash. In connection with such exchanges, associated Class B-1 shares are surrendered and converted into Class A shares or cash at a rate of 0.001 Class A share per Class B-1 share, with the reporting person distributing Class B-1 shares to applicable limited partners immediately before any exchange.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider PWP VoteCo Professionals LP

Role null

Type	Security	Shares	Price	Value
Other	Class B-1 Common Stock	1,906,191	$0.02	$38K

Holdings After Transaction: Class B-1 Common Stock — 20,018,315 shares (Direct, null)

Footnotes (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.

Key Figures

Restructured Class B-1 shares: 1,906,191 shares Transaction price per Class B-1 share: $0.02/share Class B-1 shares after transaction: 20,018,315 shares +2 more

5 metrics

Restructured Class B-1 shares 1,906,191 shares J-code other transaction on Class B-1 Common Stock

Transaction price per Class B-1 share $0.02/share Reported price for the restructuring transaction

Class B-1 shares after transaction 20,018,315 shares Direct holdings following the reported transaction

Underlying Class A shares 1,906 shares Underlying Class A Common Stock tied to derivative

Class B-1 to Class A conversion rate 0.001 Class A share per Class B-1 share Conversion rate when Class B-1 shares are surrendered

Key Terms

Class B-1 Common Stock, PWP Holdings LP ("PWP OpCo") Common Units, PWP OpCo Units, Class A Shares, +1 more

5 terms

Class B-1 Common Stock financial

"Issuer Class B-1 common stock ("Class B-1 Shares") equal to the number"

PWP Holdings LP ("PWP OpCo") Common Units financial

"PWP Holdings LP ("PWP OpCo") Common Units (which represent Class A partnership"

PWP OpCo Units financial

"Class A partnership units of PWP OpCo) ("PWP OpCo Units") held by partners"

Class A Shares financial

"for shares of Issuer Class A common stock ("Class A Shares") or cash"

Class A shares are one of a company’s distinct types of stock that come with a specific set of rights—commonly different voting power, dividend treatment, or transfer rules—defined in the company’s charter. Investors care because those rights affect control, income and resale value; like holding a seat at a table that has different rules or stronger chips than other seats, owning Class A changes how much influence and return you can expect.

limited partners financial

"Reflects a distribution of Class B-1 Shares by the Reporting Person to one or more of its limited partners."

Limited partners are investors who provide most of the capital to an investment partnership but do not run its day-to-day business; they have liability only up to the amount they invested. Think of them as silent backers who hire a manager to make decisions and share in profits or losses; their importance to investors lies in shaping how much money a fund can deploy, the risk and return profile they receive, and the liquidity and fees associated with that investment.

Form 4 Insider Transactions: What Each Field Means →

05/20/2026 - 08:03 PM

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

10153

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B-1 Common Stock	⁽¹⁾	05/18/2026		J⁽²⁾			1,906,191	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,906	$0.02	20,018,315	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	05/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did PWP VoteCo Professionals LP report for PWP?

PWP VoteCo Professionals LP reported an internal restructuring transaction involving 1,906,191 shares of Perella Weinberg Partners Class B-1 Common Stock at $0.02 per share, leaving it with 20,018,315 Class B-1 shares directly held after the transaction.

How many Perella Weinberg Partners Class B-1 shares were involved and what remains?

The restructuring covered 1,906,191 Class B-1 Common Stock shares. Following the transaction, PWP VoteCo Professionals LP directly held 20,018,315 Class B-1 shares, providing a clear view of its remaining position after the distribution to one or more limited partners.

What do the PWP OpCo Units and Class B-1 shares represent for PWP (PWP)?

PWP Holdings LP (PWP OpCo) common units held by partners can be exchanged for Perella Weinberg Partners Class A common stock or cash. Concurrently, matching Class B-1 shares are surrendered and converted into Class A shares or cash at a defined 0.001:1 conversion rate.

How are PWP Class B-1 shares converted into Class A shares or cash?

When a PWP OpCo unitholder exchanges units, they must surrender the same number of Class B-1 shares. Those Class B-1 shares convert into Class A shares or an equivalent amount of cash at 0.001 Class A share for each Class B-1 share, delivered to the unitholder.

Why did PWP VoteCo Professionals LP distribute Class B-1 shares to limited partners?

The filing notes that the reported transaction reflects a distribution of Class B-1 shares by PWP VoteCo Professionals LP to one or more of its limited partners, aligning holdings with partners who may later exchange PWP OpCo units into Class A stock or cash.

What type of Form 4 transaction code was used in the PWP filing?

The transaction used code J, described as an “other acquisition or disposition” of derivative securities. In this case, it is characterized as a restructuring event, with a distribution of Class B-1 shares to limited partners rather than an open-market purchase or sale.