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PWP (PWP) CEO Bednar converts performance stock units and withholds shares for taxes

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

Rhea-AI Filing Summary

Perella Weinberg Partners Chief Executive Officer Andrew Bednar reported equity award activity involving performance-based stock units and Class A common stock. On February 24, 2026, he exercised 474,850 performance-based stock units, which converted into 474,850 shares of Class A common stock at a stated price of $0.00 per share.

Following this conversion, his direct holdings of Class A common stock increased to 1,312,547 shares before tax withholding. On the same date, 15,590 shares of Class A common stock were withheld and deemed disposed of at $19.35 per share to satisfy tax withholding obligations related to the vesting of restricted stock units, leaving 1,296,957 shares directly owned.

Footnotes explain that each performance-based restricted stock unit represents one share of Class A common stock and that these units were granted on February 24, 2023. The units vested on February 24, 2026 after meeting both service-based vesting schedules and performance conditions tied to specific stock price targets over defined trading periods.

Positive

  • None.

Negative

  • None.

Insights

CEO equity award vests and converts into common stock, with a portion withheld for taxes.

The filing shows Andrew Bednar exercising 474,850 performance-based stock units, converting them into the same number of Class A common shares at a stated price of $0.00. This is typical for equity awards, where value was earned through prior performance and service rather than a cash outlay.

A separate transaction with code F reflects the disposition of 15,590 shares at $19.35 per share to the issuer for tax withholding. This kind of tax-withholding disposition is routine and not an open-market sale. The net effect is an increase in the CEO’s directly held shares to 1,296,957, illustrating completed vesting of performance-based compensation.

Insider Bednar Andrew
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Performance-Based Stock Units 474,850 $0.00 $0.00
Exercise Class A Common Stock 474,850 $0.00 $0.00
Exercise Price or Tax Liability Class A Common Stock 15,590 $19.35 $302K
Holdings After Transaction: Performance-Based Stock Units — 525,150 shares (Direct); Class A Common Stock — 1,296,957 shares (Direct)
Footnotes (4)
  1. F1. Represents deemed disposition of shares of Class A common stock to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units.
  2. F2. Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of Class A common stock.
  3. F3. The PSUs granted on February 24, 2023 vest based on the achievement of (i) service-based vesting conditions that are satisfied in two equal installments on the third and fifth anniversaries of the grant date, subject to a 50% holdback after the first vesting date, and (ii) performance-based vesting conditions that are satisfied upon the achievement, as measured on the last calendar day of each month, of closing stock prices equal to $15, $20, $25 and $30 (subject to linear interpolation) for 20 out of any 30 consecutive trading days, in each case prior to the fifth anniversary of the grant date.
  4. F4. These PSUs vested on February 24, 2026, upon the achievement of certain service-based and performance-based vesting conditions.

FAQ

What did PWP CEO Andrew Bednar report on this Form 4?
Andrew Bednar reported the vesting and exercise of performance-based stock units. He converted 474,850 PSUs into the same number of Class A common shares and had shares withheld to cover tax obligations tied to the award’s vesting.

How many PWP shares did the CEO receive from performance stock units?
The CEO received 474,850 Class A common shares from PSUs. Each performance-based restricted stock unit represented one share of Class A common stock, and those units vested and were converted on February 24, 2026 after meeting service and performance conditions.

Why were some PWP shares disposed of in Andrew Bednar’s Form 4?
15,590 shares were disposed of to satisfy tax withholding obligations. These shares of Class A common stock were deemed delivered back to the issuer at $19.35 per share, covering taxes triggered by the vesting of restricted stock units, not an open-market sale.

What are the vesting conditions for PWP performance-based restricted stock units?
The PSUs vest on both service-based and performance-based conditions. Service vests in two equal installments on the third and fifth anniversaries of the grant date, while performance depends on achieving specified stock price targets for sustained trading periods before the fifth anniversary.

When did Andrew Bednar’s performance-based stock units at PWP vest?
The performance-based stock units vested on February 24, 2026. Footnotes state the PSUs granted on February 24, 2023 became vested upon satisfying required service-based vesting milestones and stock price performance conditions measured over defined trading-day windows.

How many PWP Class A shares does the CEO hold after these transactions?
After these transactions, the CEO directly holds 1,296,957 Class A shares. His holdings increased when 474,850 PSUs converted to common stock and decreased slightly when 15,590 shares were withheld and delivered to the issuer for tax obligations.

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

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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*
Bednar Andrew
(Last) (First) (Middle)
767 FIFTH 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
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026
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
Class A Common Stock 02/24/2026 M 474,850 A $0 1,312,547 D
Class A Common Stock 02/24/2026 F 15,590(1) D $19.35 1,296,957 D
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
Performance-Based Stock Units (2) 02/24/2026 M 474,850 (3)(4) (3)(4) Class A Common Stock 474,850 $0 525,150 D
Explanation of Responses:
1. Represents deemed disposition of shares of Class A common stock to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units.
2. Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of Class A common stock.
3. The PSUs granted on February 24, 2023 vest based on the achievement of (i) service-based vesting conditions that are satisfied in two equal installments on the third and fifth anniversaries of the grant date, subject to a 50% holdback after the first vesting date, and (ii) performance-based vesting conditions that are satisfied upon the achievement, as measured on the last calendar day of each month, of closing stock prices equal to $15, $20, $25 and $30 (subject to linear interpolation) for 20 out of any 30 consecutive trading days, in each case prior to the fifth anniversary of the grant date.
4. These PSUs vested on February 24, 2026, upon the achievement of certain service-based and performance-based vesting conditions.
Remarks:
/s/ Justin Kamen, Authorized Person 02/26/2026
** 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.

Source: View Original Filing on SEC EDGAR