PJT 10-K & 10-Q changes, risk factors and insider trading

As a participant in the financial services industry, we are materially affected by conditions in the global financial markets and economic conditions throughout the world, including many factors beyond our control, such as tariffs, sanctions, and global trade uncertainties.policies Forand example, worldwide M&A volumes continued to be suppressedchanges in 2024other comparedgovernmental with historical average M&A volumesregulations and apolicies, substantialincluding portion of our revenue is directly related to the number and value of the transactions in which we are involved.sanctions. During periods of unfavorable market or economic conditions, the number and value of M&A and capital raising transactions may decrease, thereby reducing the demand for our M&A advisory services and increasing price competition among financial services companies seeking such engagements. In addition, during periods of strong market and economic conditions, the number and value of liability management and restructuring and reorganization transactions may decrease, thereby reducing the demand for our restructuring and special situations services and increasing price competition among financial services companies seeking such engagements. Our results of operations would be adversely affected by any such reduction in the number or value of such advisory transactions. Further, in the period following an economic downturn, the number and value of M&A transactions typically takestake time to recover and lagslag a recovery in market and economic conditions.

Our profitability may also be adversely affected by our fixed costs and the possibility that we would be unable to scale back other costs within a time frame sufficient to match any decreases in revenue relating to changes in market and economic conditions. The future market and economic climate may deteriorate because of many factors beyond our control, including global trade policies, such as the imposition or threatened imposition of tariffs, elevated interest rates or inflation, geopolitical andor military conflicts, terrorism, natural disasters, pandemics or political uncertainty.uncertainty such as the realignment of alliances. While the future impact is unknown, elevated interest rates could have an adverse effect on our transaction volumes, results of operations and financial condition. Credit and financial markets have recently experienced volatility and disruptions due to the geopolitical and military conflicts around the world, such as ongoing conflicts in Eastern Europe and the Middle East. These conflicts and the related sanctions that have been or may be imposed may have further global economic and other consequences, including diminished liquidity and credit availability, reduced consumer confidence, disruptions to energy and food supplies, decreased economic growth, higher unemployment rates, increased inflation, and political and social upheaval. Cybersecurity incidents or threats could broaden and intensify the negative impact of the conflicts on financial markets, economic conditions and geopolitical stability. The impact of these geopolitical and military conflicts is ongoing, and is currently unknown, and could intensify other risks described herein, including cybersecurity-related risks, and otherwise have a material adverse effect on our business, financial condition and results of operations.

Our private fund advisory and fundraising business is dependent on the availability of private capital for deployment in illiquid asset classes such as private equity, alternative credit/hedge funds, and real estate and directs for clients we serve.

We provide various liability management and financial restructuring and reorganization and related advice to companiescorporate inclients, financial distresssponsors orand to their creditors or other stakeholders.creditors. A number of factors affect demand for these advisory services, including general economic conditions, the availability and cost of debt and equity financing, governmental policy and changes to laws, rules and regulations, including those that protect creditors. In addition, providing restructuring and special situations advisory services entails the risk that the transaction will be unsuccessful, takes considerable time and can be subject to a bankruptcy court’s discretionary power to disallow or reduce our fees previously agreed upon by our client. If the number of debt defaults, bankruptcies or other factors affecting demand for our restructuring and special situations advisory services declines, our restructuring and special situations business would be adversely affected.

Our revenues and profits are highly volatile on a quarterly basis. We earn fees, generally from a limited number of engagements that generate significant fees at key transaction milestones, such as closing, the timing of which is outside of our control. We expect that we will continue to rely on advisory fees for a substantial portion of our revenue for the foreseeable future. As a result, our financial results will likely fluctuate from quarter to quarter based on the timing of when fees are recognized, and high levels of revenue in one quarter will not necessarily be predictive of continued high levels of revenue in future periods. Because advisorytransaction revenuecloses isare volatile and representsrepresent a significant portion of our total revenue, we may experience greater variations in our revenues and profits than other larger, more diversified competitors in the financial services industry. Fluctuations in our quarterly financial results could, in turn, lead to large adverse movements in the price of our Class A common stock or increased volatility in our stock price generally. In addition, our operating results could be below the expectations of public market analysts and investors, and in response, the market price of our Class A common stock could decrease significantly.

In many cases we do not recognize revenue until the successful consummation of the underlying transaction, as such, our revenue and cash flow are highly dependent on market conditions and the decisions, actions and timing of our clients, interested third parties and governmental and regulatory authorities. For example, we may be engaged by a client, but the transaction may not occur because, among other things, anticipated bidders may not materialize, no bidder is prepared to pay our client’s price, our client’s business experiences unexpected operating or financial problems, our client may not be the winning bidder, failure to agree upon final terms with the counterparty, failure to obtain necessary regulatory or governmental approvals or board or stockholder approvals, failure to secure necessary financing, adverse market conditions, or because the target’s business experiences unexpected operating or financial problems. In these circumstances, we often do not recognize advisory revenues that are commensurate with the resources devoted to these client situations.

In addition, with respect to our private fund advisory and fundraising business,services, we face the risk that we may not be able to collect all or a portion of the fees that we recognize. The placement fees earned by us are generally recognized as revenue upon the successful subscription by an investor in a client’s fund and/or the closing of that fund. However, those fees are generally paid by a client over a period of time with interest (for example, three to four years) following such successful subscription by an investor in a client’s fund and/or the closing of that fund. There is a risk that during that period of time, we may not be able to collect all or a portion of the fees we are due for the services it has already provided to such client. For instance, a client’s fund may be liquidated prior to the time that all or a portion of the fees are due to be paid to us. Moreover, to the extent fewer assets are raised for funds or interest by investors in alternative asset funds declines, the placement fees recognized by us would be adversely affected.

In addition, we face the risk that certain clients, such as restructuring companies in financial distress, may not have the financial resources to pay our agreed-upon fees. Certain clients may also be unwilling to pay our fees in whole or in part, in which case we may have a material adverse effect on our financial condition and results of operations and to incur significant costs to bring legal action to enforce our contractual rights to obtain such fees.

As an advisory services company, we depend to a large extent on our relationships with our clients and reputation for integrity and high-caliber advisory services to attract and retain clients. As a result, if a client is not satisfied with our services or we experience negative publicity related to our business and our people,professionals, regardless of whether the allegations are valid, it may adversely affect our business.

We face various cybersecurity and other operational risks related to our business on a day-to-day basis. We rely heavily on financial, accounting, human capital, accounting, communication and other information technology systems, and the people who operate them. These systems, including the systems of third parties on which we rely, may fail to operate properly or become disabled as a result of tampering or a breach of our or third-party network security systems or otherwise, including for reasons beyond our control.

Our clients typically provide us with sensitive and confidential information. We are dependent on information technology networks and systems to securely process, transmit and store such information and to communicate among our locations around the world and with our clients and other third parties. We are subject to cyber attacks and security breaches and a successful breach of our systems, or the systems used by our clients and other third parties, including cloud service providers, could lead to shutdowns or disruptions of our systems or third-party or cloud systems on which we rely and potential unauthorized access or disclosure of sensitive or confidential information. Breaches of our networks or systems on which we rely could involve attacks that are intended to obtain unauthorized access to our proprietary and client-sensitive information, destroy data or disable, degrade or sabotage our systems. Such attacks are often conducted through the introduction of computer viruses, cyber attacks and other means and could originate from a wide variety of sources, including foreign governments and unknown third parties. There can be no assurance that our cybersecurity measures will provide adequate protection, especially because the cyber attack techniques used change frequently or are not recognized until after they are launched. For example, AI may also increase cybersecurity risks as threat actors may automate attacks or create more convincing phishing or impersonation attempts through the use of AI. As cybersecurity incidents or threats continue to multiply, become more sophisticated and threaten additional aspects of our business, we may also be required to expend additional resources on information security and compliance costs in order to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities or other exposures. Cybersecurity incidents or threats could persist for an extended period of time before being properly detected or escalated, and, following detection or escalation, it could take considerable time for us to obtain full and reliable information about the extent, amount and type of information compromised or any other information security vulnerabilities. During the course of an investigation, we may not know the full impact of the event and how to remediate it, and actions, decisions and mistakes that are taken or made may further increase the negative effects of the event. If our system or a third-party or cloud system on which we rely were compromised, did not operate properly or were disabled, we could suffer a disruption of our business, financial losses, liability from client claims, regulatory sanctions and damage to our reputation. The increased use of mobile technologies, remote working arrangements and evolving geopolitical uncertainty and military conflicts heighten these and other operational risks.

Phishing attacks and spoofing attacks, which may includebe significantly enhanced by the use of AI, including deepfakes, are often used to obtain information, facilitate unauthorized access or impersonate employees and/or clients in order to, among other things, direct fraudulent financial transactions, obtain valuable information or disrupt business operations. Fraudulent transfers resulting from phishing attacks or email spoofing could result in a material loss of assets, reputational harm or legal liability and in turn materially adversely affect our business. We are also at risk for malware/ransomware infectionincidents and/or other attacks that could result in disruption of our business operations and the theft, dissemination and destruction of corporate and client-sensitive information or other assets. Any compromise or perceived compromise of the security of our systems or data or of that of one of our third-party service providers, including due to ongoing obligations to communicate cybersecurity incidents to relevant parties, and payment of ransoms could damage our reputation and subject us to significant liability and expense as well as regulatory action and lawsuits, which would harm our business, operating results and financial condition.

We operate a business that is highly dependent on information systems and technology. Any failure to keep accurate books and records can render us liable to disciplinary action by governmental and self-regulatory authorities, as well as to claims by our clients. We rely on third-party service providers and, in some cases, service providers of those third-party providers utilize for certain aspects of our business. Any interruption or deterioration in the performance of these third parties and their service providers or failures of their information systems and technology could impair our operations, expose sensitive information, affect our reputation, and adversely affect our business. We may have to expend significant resources to mitigate the impact of any errors, interruptions, delays or cessations of service and may have insufficient recourse against service providers who experience such events.

We arecontinue evaluatingto evaluate and integrate the use of artificial intelligenceAI technologies ("AI") within our business and we recognize that third parties that provide services to us may independently use AI. The use of AI, which involves reliance on substantial data volumes, introduces risks, including, but not limited to, leakage of confidential or proprietary information, sensitive data being accessed, misused, or stolen and/or our competitors adopting and utilizing AI in a more effective manner that may have a material adverse effect on our financial condition, results of operations or market share.stolen.

Additionally, increasing governmental, investor and societal attention to sustainability matters, including expanding mandatory and voluntary reporting, diligence, and disclosure on topics such as climate change, human capital, labor and risk oversight, could expand the nature, scope, and complexity of matters that we are required to control, assess and report. These factors may alter the environment in which we do business and may increase the ongoing costs of compliance and adversely impact our results of operations and cash flows. As regulators consider mandating additional disclosure of climate-related information by companies, there may continue to be a lack of information for more robust climate-related risk analyses. Third party exposures to climate-related risks and other data generally are limited in availability and variable in quality. At the same time, regulators and legislators have increasingly expressed or pursued opposing views, legislation and investment expectations with respect to sustainability initiatives, including the enactment or proposal of "anti-ESG" legislation or policies. If we are unable to adequately address such matters or we fail or are perceived to fail to comply with all laws, regulations, policies and related interpretations, it could negatively impact our reputation, our business results and/or ability to remain as an employer of choice.

For the year ended December 31, 2024,2025, we earned 15% of our total revenues from customers from our international operations. We intend to continue to grow our non-U.S. business, and this growth is important to our overall success. In addition, many of our clients are non-U.S. entities seeking to enter into transactions involving U.S. businesses. Our international operations carry special financial, business, regulatory and reputational risks, which could include the following: greater difficulties in managing and staffing foreign operations; language and cultural differences; reliance on third-party service providers; fluctuations in foreign currency exchange rates that could adversely affect our results; unexpected and costly changes in trading policies, regulatory requirements, the imposition or threatened imposition of tariffs and other barriers; sanctions; restrictions on travel; longer transaction cycles; higher operating costs; local labor conditions and regulations; adverse consequences or restrictions on the repatriation of earnings; potentially adverse tax consequences, such as trapped foreign losses; economic and geopolitical uncertainty; and military conflicts or other catastrophic events that reduce business activity; and disasters or other business continuity threats, such as pandemics, other man-made or natural disasters, or disruptions involving communications and information systems or other services.

As part of our day-to-day operations outside of the U.S., we are required to create compensation programs, employment policies, compliance policies and procedures and other administrative programs that comply with the laws of multiple countries and jurisdictions. We also must communicate and monitor standards and directives across our global operations. Our failure to successfully manage and grow our geographically diverse operationsoperations, including the attraction and retention of talent, could impair our ability to react quickly to changing business and market conditions and to enforce compliance with non-U.S. laws and regulations.

We depend on the efforts and reputations of our Chief Executive Officer and other senior bankers. Our senior banking team’s reputations and relationships with clients and potential clients are critical elements in the success of our business. Our Chief Executive Officer and other senior executives and bankers are important to our success because they are instrumental in setting our strategic direction, operating our business, identifying, recruiting and training key personnel, maintaining relationships with our clients, executing transactions, and identifying business opportunities. The loss of one or more of these executives or other key individuals could impair our business and its growth until qualified replacements are found. We may not be able to replace these individuals quickly or with persons of equal experience and capabilities. Although we have employment agreements with these individuals, we cannot prevent them from terminating their employment with us. In addition,some in certain jurisdictions we may not have access tojurisdictions, non-competition agreements andare inunavailable otheror jurisdictionsunenforceable our non-competition agreements with such individualsor may not be enforced by the courts or could be bannedcurtailed by future rule making. The loss of thetheir services of any of them,services, in particular our Chief Executive Officer, could have a material adverse effect on our business, including our ability to attract clients.

It typically takes time for our newly recruited professionals to become effective and profitable.contributors. During that time, we may incur significant expenses and expend significant time and resources toward their training, integration and business development. We may face difficulties in, or increases in, the cost of recruiting and retaining employees of a caliber consistent with our business strategy. If we are unable to recruit and develop profitableproductive professionals, we will not be able to implement and execute our growth strategy and our financial results could be materially adversely affected.

The near-termNear-term vesting of equity awardedawards, toand keyincreasing personnelretirement eligible population, may diminish our ability to retainretention and motivatemotivation of our professionals. There is no guarantee that our current non-competition and compensation arrangements with our professionals, in which we mandatorily defer a substantial portion of their annual incentive bonus in the form of cash and/or equity awards with multi-year vesting periods, will provide sufficient protections or incentives to prevent our partners and other key personnel from resigning to join our competitors. The departure of a number of partners or groups of professionals could havematerially a material adverse effect onimpact our business and profitability. In addition, existing and proposed laws, rules and regulations that seek to limit or curtail the enforceability of non-competition, non-solicitation, confidentiality and similar restrictive covenant clausescovenants could make itretention of key talent more difficult to retain qualified personnel.difficult.

Despite our implementation of policies, our emphasis on anCharacter inclusiveas a core part of our culture and training to prevent and detect misconduct, we cannot completely safeguard ourselves against the risk of workplace misconduct, such as sexual harassment or discrimination. In addition to impairing our ability to attract and retain clients, such misconduct may also impair our ability to attract and retain talent resulting in a materially adverse effect on our business. It is not always possible to deter such misconduct, and there can be no assurance that the precautions we take to prevent and detect misconduct will be effective in all cases. If our employees or contractors engage in misconduct, our business could be materially adversely affected.

We have experiencedexperience significant competition when obtaining advisory mandates, and we may experience pricing pressures in our business in the future as some of our competitors may seek to obtain increased market share by reducing fees.

OurWe primarycompete competitors arewith large financial institutions, many of which have far greater financial and other resources and have the ability to offer a wider range of products and services. In addition, we may be at a competitive disadvantage with regard to certain of our competitors who are able to, and often do, provide financing or market making services that are often a crucial component of the types of transactions on which we advise. In addition to our larger competitors, over the last several years the growth of existing investment banks and the number of independent investment banks that offer independent advisory services has increased. As these independent firms or new entrants into the market seek to gain market share, we could experience pricing and competitive pressures, which wouldcould adverselyhave affectmaterial adverse effect on our revenuesbusiness, financial condition and earnings.results of operations.

Our role as advisor to our clients on important transactions involves complex analysis and the exercise of professional judgment, includingincluding, but not limited to, rendering “fairness opinions” in connection with mergers and other transactions. Our activities may subject us to the risk of significant legal liabilities to our clients and affected third parties, includingincluding, but not limited to, shareholders of our clients who could bring class actions against us. In recent years, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against financial services companies have increased. These risks are difficult to assess or quantify and their existence and magnitude often remain unknown for substantial periods of time. Our engagements typically, but not always, include broad indemnities from our clients and provisions to limit our exposure to legal claims relating to our services, but these provisions may not protect us in all cases, including when a client does not have the financial capacity to pay pursuant to the indemnity. AsIn aaddition, result,in certain limited situations, we may not be able to obtain indemnities from our clients. Accordingly, it is possible that we may incur significant legal expenses in defending ourselves against or settling litigation or regulatory actions. In addition, the associated litigation process can place operational strain on our business and we may have to spend a significant amount to adequately insure against these potential claims. Substantial legal liability or significant regulatory action against us could have material adverse financial effects or cause significant reputational harm to us, which could seriously harm our business prospects.

Holders of Partnership Units (other than PJT Partners Inc.) have the right, subject to the terms and conditions set forth in the partnership agreement of PJT Partners Holdings LP, on a quarterly basis (subject to the terms of the exchange agreement, as amended), to exchange all or part of their Partnership Units. Further, the Company may also require holders of Partnership UnitUnits who are not Service Providers (as defined in the Partnership Agreement of PJT Partners Holdings LP) to exchange such Partnership Units. The CompanyBoard retains the sole option to determine whether to settle the exchange in either cash or for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for splits, unit distributions and reclassifications. Stock-settled exchanges and certain of these cash-settled exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of PJT Partners Holdings LP. These increases in tax basis may increase (for tax purposes) depreciation and amortization deductions and therefore reduce the amount of tax that PJT Partners Inc. would otherwise be required to pay in the future, although the Internal Revenue Service (“IRS”) may challenge all or part of that tax basis increase, and a court could sustain such a challenge.

There may be a material negative effect on our liquidity if the payments under the tax receivable agreement exceed the actual cash tax savings that PJT Partners Inc. realizes in respect of the tax attributes subject to the tax receivable agreement and/or if distributions to PJT Partners Inc. by PJT Partners Holdings LP are not sufficient to permit PJT Partners Inc. to make payments under the tax receivable agreement after it has paid taxes and other expenses. Based on the market value of a share of our Class A common stock of $157.81$167.20 and the Early Termination Rate (Secured Overnight Financing Rate (“SOFR”) plus 100 basis points) of 5.89%5.13% at December 31, 2024,2025, we estimate that if PJT Partners Inc. exercised its termination on December 31, 2024,2025, the aggregate amount of these termination payments would be $357.4$402.2 million. The foregoing number is merely an estimate and the actual payments could differ materially. We may need to incur additional indebtedness to finance payments under the tax receivable agreement to the extent our cash resources are insufficient to meet our obligations under the tax receivable agreement as a result of timing discrepancies or otherwise.

On February 6, 2024, the Company announced that the Board authorized a $500 million Class A common stock repurchase program, which replaced the then-existing $200 million repurchase program authorized on April 25, 2022. Under the repurchase program, shares of the Company’s Class A common stock may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise, after taking into account a variety of factors, including our results of operations, financial position and capital requirements, general business conditions, legal,legal requirements, price, tax and regulatory constraints or restrictions, any contractual restrictions (including any restrictions contained in the credit agreement), and othereconomic factorsand wemarket deem relevant.conditions.

M&A is a cyclical business that is impacted by macroeconomic conditions. There are several factors influencing global M&A activity in the intermediate term, including monetary policy, global trade policies, greater economic and geopolitical uncertaintyuncertainty, and global growth. Worldwide M&A announced volumes in 2024 were up 10% compared with 20231. How these macroeconomic factors will impact the strength of strategic activity in the intermediate term is still uncertain. WhileIn we2025, expect the markets to recover to historical relationships betweenworldwide M&A activityannounced volumes increased 49% compared with 2024, however, the number of transactions declined to a five-year low1. As we look ahead, the broader capital markets and broaderM&A environment continues to be favorable for deal making. The momentum in global M&A observed in the second half of 2025 is likely to carry over through 2026, however, market benchmarks,sentiment thecan pacechange of such recovery remains unclear.quickly.

Global restructuring and special situations activity remained strongelevated throughoutduring 20242025 due to continued elevated levels of liability management and more traditionalmanagement, balance sheet restructurings.restructuring and increasing bankruptcy activity. A number of factors continueare todriving driveelevated activity,levels asof corporatesdistress with corporates, financial sponsors and sponsorscreditors confrontgrappling elevated interest rates,with challenged business models, technological disruption,models and changingmacroeconomic consumer preferences.uncertainties. Activity throughout 2024 wasremained dispersed acrosswith companies,corporates, creditors and financial sponsors asoperating wellin ascertain industries across a broad cross sectionbreadth of industries and geographies, demonstrating a continued multi-year cyclerestructuring of elevated activity, particularly in liability management.cycle.

Fund placement activity remainedremains challenged in 2024challenging given the globaloverall macroeconomicslowdown environmentin realizations and the supply of alternative investment opportunities in the market seeking capital. Additionally, limited partners have become more discerning in their deployment of capital for both existing and new fund manager relationships. Investors continue to focus on existing relationships and, as a result, the bar for fund managers to attract new investors remains high as a flight to quality persists. As it relates to private capital solutions, investors'the needdemand for alternative liquidity vehicles from general partners and limited partners continues to be a driver for increased market volumes,activity, and, absentbarring anyno unexpectedmajor changes in the macroeconomic headwinds,outlook, thesewe expect the market to remain favorable conditionsin shouldthe persist.intermediate term.

Substantially all of our revenues are derived from contracts with clients to provide advisory and placement services. This revenue is primarily a function of the number of active engagements we have, the size and the complexity of each of those engagements and the fees we charge for our services. Given the complex nature of our engagements, our senior professionals bring diversified expertise and deep relationships to each client situation, working across product lines to ensure clients receive the full breadth of the firm's capabilities.

We provide a range of strategic advisory, shareholder advisory, capital markets advisory, and restructuring and special situations services to corporations, financial sponsors, institutional investors and governments around the world. In conjunction with providing restructuring advice, we may also assist with raising various forms of financing, including debt and equity. Our private capital solutions services include providing Generalgeneral Partnerpartner solutions and investing solutions to clients seeking portfolio liquidity, unfunded commitment relief and investments in secondary markets. Our fund placement services primarily serve a diverse range of investment strategies, including private equity, alternative credit/hedge funds, real estate and real estate.directs. We advise on all aspects of the fundraising process including competitive positioning and market assessment, marketing materials and related documentation including partnership terms and conditions most prevalent in the current environment. We also provide public and private placement fundraising services to our corporate clients and recognize placement and underwriting fees based on the successful completion of the transaction.clients.

The amount and timing of the fees paidearned vary by the type of engagement and are typically based on retainers, the completion of a transaction or a capital raise. Fees earned for services provided to alternative asset managers are typically recognized upon acceptance by a fund of capital or capital commitments (referred to as a “closing”), in accordance with terms set forth in individual agreements. For commitment basedcommitment-based fees, revenue is recognized over time as commitments are accepted. Fees for such closed-end fund arrangements are generally long-term receivables, paid in installments over three or four years and interest is charged to the outstanding balance at an agreed upon rate, such as the Secured Overnight Financing Rate or an alternate reference rate, plus a market-based margin. For funds with multiple closings, the constraint on variable consideration is lifted upon each closing. For open-end fund structures, placementassociated fees are typically calculated as a percentage of a placed investor’s month-end net asset value. Typically, we earn fees for such open-end fund structures over a four year period. For these arrangements, revenue is recognized over time as it becomes reasonably certain that the constraintamounts overearned variablewill considerationnot isbe lifted.reversed. Fees earned for public and private placement fundraising services are recognized based on successful completion of the transaction. We may receive non-refundable up-front fees in our contracts with customers, which are recorded as revenues in the period over which services are estimated to be provided.

A transaction can fail to be completed for many reasons, including global and/or regional economic conditions,conditions or failure of parties to agree upon final terms, to secure necessary board or shareholder approvals, to secure necessary financing or to achieve necessary regulatory approvals. In the case of bankruptcy engagements, fees are subject to approval of the court.

InterestAlso, Incomeincluded andin Otherrevenues –is Interest Income and Other represents(i) interest that is typically earned on Cash and Cash Equivalents, investments in Treasury securities and outstanding placementlong-term feesreceivables, receivable;(ii) foreign exchange gains and losses, (iii) gains and losses arising from transactionsfair denominatedvalue inadjustments currenciesof othercertain thanassets U.S.and dollars;liabilities, (iv) sublease income;income, and (v) the amount of expense reimbursement invoiced to clients related to out-of-pocket expenses.clients. Interest on placementlong-term fees receivablereceivables is earned from the time revenue is recognized and is calculated as mutually agreed upon with the receivable counterparty. Interest receivable is included in Accounts Receivable, Net in the Consolidated Statements of Financial Condition.

Compensation and Benefits – Compensation and Benefits expense includes salaries, restricted and unrestricted cash awards, benefits, employer taxes and equity-based compensation associated with the grants of equity-based awards. Changes in this expense are driven by fluctuations in the number of employees, the composition of our workforce, business performance, compensation adjustments in relation to market movements, changes in rates for employer taxes and other cost increases affecting benefit plans. The expense associated with our restricted and unrestricted cash awardawards and equity plans can also have a significant impact and may vary from year to year. Certain awards are expensed over the requisite service period for partners and employees who are or will become retirement eligible prior to the stated vesting date. Over time, a greater number of partners and employees may become retirement eligible and the related requisite service period over which the expense is recognized will be shorter than the stated vesting period.

We maintain compensation programs, including salaries, annual incentive compensation (that may include components of unrestricted cash, restricted cash and/or equity-based awards) and benefits programs. We manage compensation to estimates of competitive levels based on market conditions and performance. Our levelcompensation of compensationexpense reflects our objective to maintainattract competitive compensation levels toand retain key personnel andby itmaintaining competitive compensation levels. It also reflects the impact of newly-hired senior professionals, including any related grants of equity awardsor thatrestricted arecash generally valued at their grant date fair value.awards.

Professional Fees – consisting primarily of consulting, audit and tax, compensation related to senior advisors, recruiting, legal and other professional services;

Communications and Information Services – consisting primarily of costs for our technology infrastructure, cybersecurity, business applicationsapplications, and cybersecurityfees relatedpaid costsfor access to external market data;

Depreciation and Amortization – consisting of depreciation and amortization on our furniture, equipment, leasehold improvementsimprovements, fractional aircraft ownership interest, and intangible assets; and Other Expenses – consisting primarily of provision for credit losses, regulatory fees, insurance, fees paid for access to external market data, advertising, charitable contributions, and other general operating expenses.

The operating entities haveare generally been subject to New York City Unincorporated Business Tax and to entity-level income taxes imposed by state and local as well as non-U.S. jurisdictions, as applicable. These taxes have been reflected in our consolidated financial statements.

The Organization for Economic Co-operation and Development ("OECD") Pillar Two Model Rules ("Pillar Two") set forth a global 15% minimum tax on the income arising in each jurisdiction in which we operate. Many jurisdictions have implemented or are in the process of implementing changes contemplated by Pillar Two, and when enacted by the various jurisdictions in which we do business, such changes may increase our taxes in such jurisdictions. Based on the available legislation, we concluded that Pillar Two did not have a material impact on our 20242025 consolidated financial statements. TheOn January 5, 2026, the OECD continues to release additional guidance, includingissued administrative guidance onoutlining interpretationa andframework under which U.S.-parented groups would be fully exempt from the application of Pillarcertain Two.aspects of OECD's global minimum tax rules. Each member jurisdiction will need to adopt this guidance into local law, and the timing and manner of adoption may vary. We willare continuecontinuing to assessmonitor thedevelopments potentialrelated futureto impactsthis of Pillar Twoguidance and will continue to review and monitorevaluate the issuanceimpact ofon our consolidated financial statements as additional guidanceinformation bybecomes both the OECD and various foreign jurisdictions.available.

Total Revenues were $1,713.7 million for the year ended December 31, 2025, compared with $1,493.2 million for the year ended December 31, 2024, compareda with15% $1,153.2increase. Advisory Fees were $1,500.4 million for the year ended December 31, 2023,2025, aan 29%increase increase.of Advisory$186.4 Feesmillion werecompared with $1,314.0 million for the year ended December 31, 2024, an increase of $287.4 million compared with $1,026.6 million for the year ended December 31, 2023.2024. The increase in Advisory Fees was due to increases in strategic advisory,advisory and restructuring and private capital solutions.revenues. Placement Fees were $181.6 million for the year ended December 31, 2025, an increase of $35.3 million compared with $146.3 million for the year ended December 31, 2024, an increase of $43.6 million compared with $102.6 million for the year ended December 31, 2023.2024. The increase in Placement Fees was due to an increaseincreases in fund placement and corporate placement revenues. Interest Income and Other revenues were $32.9$31.7 million, ana increasedecrease from $23.9$32.9 million in the prior year, principally due to higherlower interest income as a result of higherlower averageinterest cash,rates, cashpartially equivalentsoffset by more favorable foreign currency rates and short-terman investmentsincrease balances.in the fair market value of certain equity securities received as part of transaction compensation.

Expenses were $1,370.8 million for the year ended December 31, 2025, an increase of $148.1 million compared with $1,222.6 million for the year ended December 31, 2024, an increase of $247.0 million compared with $975.6 million for the year ended December 31, 2023.2024. The increase in expenses was principally attributable to increases in Compensation and Benefits, Occupancy and Related, Travel and Related, and Communications and Information Services expenses of $226.7$125.9 million, $10.3$9.0 million, $5.8$9.0 million, and $2.9$4.5 million, respectively. The increase in Compensation and Benefits was driven by higher revenues compared with the prior year period,year, partially offset by a lower accrual rate. Occupancy and Related increased principally due to the expansion of, and lease term extension for, our New York headquarters in the fourth quarter of 2023 and further expansion of our Londonglobal office in the third quarter of 2024.footprint. Travel and Related increased principally due to increased levels of business travel.related activity. Communications and Information Services increased principally due to continued investments in technology infrastructure.infrastructure, business applications, and higher market data expense.

We regularly monitor our liquidity position, including cash and cash equivalents, investments, working capitalcapital, assets and liabilities, any commitments and other liquidity requirements.

Our assets have been historically comprised of cash and cash equivalents, investments, receivables arising from advisory and placementclient engagements and operating lease right-of-use assets. Our liabilities generally include accrued compensation and benefits, accounts payable and accrued expenses, taxes payable and operating lease liabilities. We expect to pay a significant amount of cash incentive compensation toward the end of each year and during the beginning of the next calendar year with respect to the prior year’s results. A portion of annualincentive compensation may be awarded with equity-based compensation and thus requireswould require less cash. We expect levels of cash to decline at the end of the year and during the first quarter of each year after incentive compensation is paid to our employees. We then expect cash to build throughout the remainder of the year.

On July 29, 2024, PJT Partners Holdings LP, as borrower the ("Borrower"), entered into a syndicated revolving credit agreement (the “Credit Agreement”) and related documents with Bank of America, N.A., as the administrative agent (the “Administrative Agent”), and certain other financial institutions party thereto as lenders. The Credit Agreement provides for a revolving credit facility with aggregate principal amount of up to $100 million and replaced the Company's Renewal and Modification Agreement and Amended and Restated Loan Agreement with First Republic Bank (now part of JPMorgan Chase) in its entirety.million. Further information regarding the Credit Agreement can be found in Note 14. “Commitments and Contingencies—Commitments, Line of Credit” in the “Notes to Consolidated Financial Statements” in “—Item 8. Financial Statements and Supplementary Data” of this filing.

As of December 31, 2025 and 2024, there were no borrowings outstanding under the Credit Agreement. As of December 31, 2023, there were no borrowings outstanding under then-existing Renewal and Modification Agreement and the AmendedCompany andwas Restatedin Loan Agreementcompliance with Firstthe Republicdebt Bankcovenants (nowunder partthe ofCredit JPMorgan Chase).Agreement.

Our liquidity is highly dependent upon cash receipts from clients, which are generally dependenttied uponto the successful completion of transactions as well asand the timing of receivable collections. As of December 31, 20242025 and 2023,2024, total accounts receivable, net of allowance for credit losses, was $320.8$404.3 million and $263.5$320.8 million, respectively. As of December 31, 20242025 and 2023,2024, the allowance for credit losses was $2.5$1.6 million and $2.4$2.5 million, respectively. Included in Accounts Receivable, Net are long-term receivables of $88.6$96.1 million and $84.4$88.6 million as of December 31, 20242025 and 2023,2024, respectively, related to placement fees that are generally paid in installments over a period of three to four years.

Our primary cash needs are for working capital, paying operating expenses including cash compensation to our employees, exchanging of Partnership Units for cash, repurchasing shares of the Company’s Class A common stock, paying income taxes, dividend payments, partnership tax distributions, capital expenditures, making payments pursuant to the tax receivable agreement, commitmentsstrategic investments and strategicother investments.commitments. We expect to fund these liquidity requirements through cash flows from operations and borrowings under our revolving credit facility. Our ability to fund these needs will depend, in part, on our ability to generate or raise cash in the future which depends on our future financial results, which are subject to general economic, financial, competitive, legislative and regulatory factors.

We are subject to regulatory requirements in the U.S. and certain international jurisdictions to ensure general financial soundness and liquidity. This requires, among other things, that we comply with certain minimum capital requirements, recordkeeping,recordkeeping protocols, reporting procedures, experience and training requirements for employees and certain other requirements and procedures. These regulatory requirements may restrict the flow of funds to and from affiliates. See Note 15. “Regulated Entities” in the “Notes to Consolidated Financial Statements” in “—Item 8. Financial Statements and Supplementary Data” of this filing for further information. The licenses under which we operate are meant to be appropriate to conduct our business. We actively monitor our regulatory capital base and we believe that we provide each of these entities with sufficient capital and liquidity, consistent with their business and regulatory requirements.

Subject to the terms and conditions of the exchange agreement, as amended, between us and certain of the holders of Partnership Units (other than PJT Partners Inc.), holders of Partnership Units have the right, subject to the terms and conditions set forth in the partnership agreement of PJT Partners Holdings LP, on a quarterly basis, to exchange all or part of thetheir Partnership Units. Further, the Company may also require holders of Partnership UnitUnits who are not Service Providers (as defined in the Partnership Agreement of PJT Partners Holdings LP) to exchange such Partnership Units. WeThe retainBoard retains the sole option to determine whether to settle the exchange in either cash or for shares of PJT Partners Inc. Class A common stock on a one-for-one basis. Depending on our liquidity and capital resources, market conditions, the timing and concentration of exchange requests and other considerations, we may choose to fund exchanges of Partnership Units with available cash, borrowings or new issuances of PJT Partners Inc. Class A common stock or to settle exchanges by issuing PJT Partners Inc. Class A common stock to the exchanging holder of Partnership Units.

On February 6, 2024, the Company announced that the Board authorized a $500 million Class A common stock repurchase program, which replaced the then-existing $200 million repurchase program authorized on April 25, 2022. As of December 31, 2024,2025, we had $277.7 millionour remaining underrepurchase ourauthorization existingwas authorization.$82.5 million. Under the new repurchase program, which has no expiration date, shares of the Company’s Class A common stock may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of shares repurchased depend on a variety of factors, including legal requirements, price, and economic and market conditions. The repurchase program may be suspended or discontinued at any time.

As of December 31, 2024,2025, we had ancontractual amount due of $29.3 millionobligations pursuant to the tax receivable agreement,agreement of $30.3 million, which represents management’s best estimate of the amounts currently expected to be owed under the tax receivable agreement. Actual payments may differ significantly from estimated payments. Further disclosure regarding the tax receivable agreement is presented in Note 2. “Summary of Significant Accounting Policies—Amount Due Pursuant to Tax Receivable Agreement” and Note 13. “Transactions with Related Parties—Tax Receivable Agreement” in the “Notes to Consolidated Financial Statements” in “—Item 8. Financial Statements and Supplementary Data” of this filing.

Compensation and Benefits includes salaries, restricted and unrestricted cash awards, benefits, employer taxes and equity-based compensation associated with the grants of equity-based awards. Compensation costs relating to the issuance of equity-based awards with a requisite service period to partners and employees is measured at fair value at the grant date, taking into consideration expected forfeitures, and expensed over the vesting period on a straight-line basis. Equity-based awards that do not require future service are expensed immediately. Restricted cash awards with a requisite service period are expensed over the vesting period on a straight-line basis. Certain awards are expensed over the expected service period for partners and employees who are or will become retirement eligible prior to the stated vesting date.

The risks described in our Annual Report on Form 10-K for the year ended December 31, 2025 and in our subsequently filed Quarterly Reports on Form 10-Q are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial conditioncondition, and/or operating results.

Mergers and acquisitions (“M&A”) is a cyclical business that is impacted by macroeconomic conditions. ThereIn arethe severalfirst factorshalf influencingof global2026, worldwide announced M&A activityvolumes inincreased meaningfully compared with the intermediatefirst term,half of 2025, though the improvement was more modest when looking at annualized volumes relative to full-year 2025 activity levels. Several factors influence the intermediate-term outlook, including monetary policy, global trade policies,policy, greaterelevated economic and geopolitical uncertainty,tension, technological and artificial intelligence disruption, and global growth.growth Howtrends, and how these macroeconomic factors will impactshape the strength of strategic activity inremains the intermediate term is still uncertain. In the first quarter of 2026, worldwide M&A announced volumes increased 27% compared with the first quarter of 2025, however, the number of transactions declined to an 11-year low1.unclear. As we look ahead, the broader capital markets and M&A environment continues to be favorable for deal making; market sentiment, however, can change quickly.

Global restructuring and special situations activity remained strong during the firstsecond quarter of 2026 due to continued liability management, balance sheet restructuring and bankruptcy activity. A number of factors are driving elevated levels of distress with corporates, financial sponsors and creditors grappling with macroeconomic issues, challenged business models, technological disruption, and stress in private credit markets. Liability management led by financial sponsors continued to drive growth in activity, which remains dispersed across a breadth of geographies and industries.

Fund placement activity remains challenging given the overall slowdown in realizations and the supply of alternative investment opportunities in the market seeking capital. Additionally, limited partners have become moreremain discerning in their deployment of capital for both existing and new fund manager relationships. Investors continue to focus on existing relationships and, as a result, the bar for fund managers to attract new investors remains high. As it relates to private capital solutions, the demand for alternative liquidity vehicles from both general partners and limited partners continues to be a driver for increased activity, and, barring no major changes in the macroeconomic outlook, we expect the market volumes to remain favorable in the intermediate term.

Beginning in the first quarter of 2026, we no longer separately present advisory fees and placement fees within Revenues on the Condensed Consolidated Statements of Operations and Notes to the Condensed Consolidated Financial Statements. The nature of our advisory services is substantially similar across engagements, and these services are delivered through a fully integrated platform with engagements routinely incorporating cross-disciplinary expertise. This presentation more accurately represents the nature of our business and has no impact on total Revenues, net incomeincome, or the Condensed Consolidated Statements of Financial Condition.

Substantially all of our revenues are derived from contracts with clients to provide advisory services. This revenue is primarily a function of the number of active engagements we have, the size and the complexity of each of those engagements and the fees we charge for our services. Our highly integrated advisory services encompass a range of strategic advisory, shareholder advisory, capital markets advisory, restructuring, liability management, fund placement services, and private capital solutions to corporations, financial sponsors, institutional investorsinvestors, and governments around the world. Our senior professionals bring diversified expertise and deep relationships to each client situation, and given our holistic approach to client service and the complexity of the transactions on which we may earn revenues, we dedicate the necessary resources to each engagement regardless of the type of advice. For example, a restructuring engagement may require a sale of all or a portion of the client’s business or a capital raise, calling for cross-disciplinary expertise from our M&A and capital markets professionals. Accordingly, given our highly integrated advisory services, we do not present our revenues by type of advice we provide as it would not be a meaningful or reliable basis for presentation.

Substantially all of our revenues are earned from providing advisory services and are typically based on the completion of a transaction. These revenues are generally recognized over time,time; however, the majority of our transaction-based fees are constrained until the successful completion of a transaction. Accordingly, the majority of revenues recognized in any given period may relate to advisory services that were satisfied or partially satisfied in prior periods. Retainer fees are generally recognized over the period in which advisory services are performed. We may receive nonrefundable upfront fees, which are recorded as revenues in the period over which services are to be provided. Certain fee arrangements result in long-term receivables paid in installments over multiple years and bear interest at an agreed-upon rate. Interest on long-term receivables is earned from the time revenue is recognized and is included in Accounts Receivable, Net in the Condensed Consolidated Statements of Financial Condition.

A transaction can fail to be completed for many reasons, including global and/or regional economic conditions or failure of parties to agree upon final terms, secure necessary board or shareholder approvals, secure necessary financing or achieve necessary regulatory approvals. In the case of certain bankruptcy engagements, fees are subject to approval of the court.

Compensation and Benefits – Compensation and Benefits expense includes salaries, restricted and unrestricted cash awards, benefits, employer taxestaxes, and equity-based compensation associated with the grants of equity-based awards. Changes in this expense are driven by fluctuations in the number of employees, the composition of our workforce, business performance, compensation adjustments in relation to market movements, changes in rates for employer taxes and other cost increases affecting benefit plans. The expense associated with our restricted and unrestricted cash awards and equity plans can also have a significant impact and may vary from year to year. Certain awards are expensed over the requisite service period for partners and employees who are or will become retirement eligible prior to the stated vesting date. Over time, a greater number of partners and employees may become retirement eligible and the related requisite service period over which the expense is recognized will be shorter than the stated vesting period.

We maintain compensation programs, including salaries, annual incentive compensation (thatwhich may include components of unrestricted cash, restricted cash and/or equity-based awards), and benefits programs. We manage compensation to estimates of competitive levels based on market conditions and performance. Our compensation expense reflects our objective to attract and retain key personnel by maintaining competitive compensation levels. It also reflects the impact of newly-hired senior professionals, including any related grants of equity or restricted cash awards.

The following table sets forth our condensed consolidated results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025:

The following table provides revenue statistics for the three and six months ended MarchJune 31,30, 2026 and 2025:

Total Revenues were $418.2$486.3 million for the three months ended MarchJune 31,30, 2026, an increase of $93.7$79.4 million compared with $324.5$406.9 million for the three months ended MarchJune 31,30, 2025. The increase in Revenues was due to increases in strategic advisory, private capital solutions, and restructuring revenues.

Expenses were $337.8$384.2 million for the three months ended MarchJune 31,30, 2026, an increase of $65.9$53.8 million compared with $272.0$330.4 million for the three months ended MarchJune 31,30, 2025. The increase in expenses was principally due to increases in Compensation and Benefits, Travel and Related, Professional Fees, Depreciation and Amortization, Communications and Information Services, and Occupancy and Related, and Professional FeesRelated of $59.1$48.8 million, $2.3$1.6 million, $1.7$1.3 million, $1.1 million, $1.0 million, and $1.7$1.0 million, respectively. The increase in Compensation and Benefits Expense was driven by higher revenues compared with the prior year, partially offset by a lower accrual rate. TravelThe increase in Non-Compensation Expense was principally driven by: (i) Expansion of our global office footprint and Relatedthe associated build-out, which resulted in increased principallyOccupancy dueand toRelated, increasedand Depreciation and Amortization expense, respectively; (ii) Elevated business-related activity and higher travel costs.costs, Occupancywhich resulted in increased Travel and Related increasedexpense; due(iii) to the expansion of our global office footprint. Professional Fees increased principally due to higherHigher senior advisor expenses, which resulted in increased Professional Fees; and legal(iv) expenses.Continued investments in technology infrastructure and higher market data expense, which resulted in increased Communications and Information Services expense.

The Company’s BenefitProvision for Taxes for the three months ended MarchJune 31,30, 2026 was $8.9$20.8 million, which represents an effective tax rate of -11.0%20.4% on pretax income of $80.4$102.1 million. The Company’s BenefitProvision for Taxes for the three months ended MarchJune 31,30, 2025 was $21.6$15.0 million, which represents an effective tax rate of -41.1%19.7% on pretax income of $52.6$76.5 million. The increase in the effective tax rate was principally due to a reduced tax benefit related to the delivery of vested shares at a value in excess of their amortized cost.

Our assets have been historically comprised of cash and cash equivalents, investments, receivables arising from client engagementsengagements, and operating lease right-of-use assets. Our liabilities generally include accrued compensation and benefits, accounts payable and accrued expenses, taxes payablepayable, and operating lease liabilities. We expect to pay a significant amount of cash incentive compensation toward the end of each year and during the beginning of the next calendar year with respect to the prior year’s results. A portion of incentive compensation may be awarded with equity-based compensation and would therefore require less cash. We expect levels of cash to decline at the end of the year and during the first quarter of each year after incentive compensation is paid to our employees, and then we expect cash to build throughout the remainder of the year.

On July 29, 2024, PJT Partners Holdings LP, as borrower (the "“Borrower"”), entered into a syndicated revolving credit agreement (the “Credit Agreement”) and related documents with Bank of America, N.A., as the administrative agent (the “Administrative Agent”), and certain other financial institutions party thereto as lenders. The Credit Agreement provides for a revolving credit facility with an aggregate principal amount of up to $100$100.0 million. On July 28, 2026, the maturity date of the Credit Agreement was extended, by amendment, to January 29, 2027, with all other material terms remaining the same. Further information regarding the Credit Agreement can be found in Note 12. “Commitments and Contingencies—Commitments, Line of Credit” in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements” of this filing. As of MarchJune 31,30, 2026 and December 31, 2025, we were in compliance with the debt covenants under the Credit Agreement. Additionally, as of MarchJune 31,30, 2026 and December 31, 2025, there were no borrowings outstanding under the Credit Agreement.

We evaluate our cash needs on a regular basis. As of MarchJune 31,30, 2026 and December 31, 2025, we had cash, cash equivalentsequivalents, and short-term investments of $388.1$534.8 million and $585.8 million, respectively. The vast majority of these balances are either held in institutions labeled by the Financial Stability Board as global systemically important banks, money market fundsfunds, or Treasury securities. Although we maintain banking relationships with both global and regional banks and actively monitor the financial stability of such institutions, a failure at any institution where we maintain a banking relationship could impact our liquidity.

Our liquidity is highly dependent upon cash receipts from clients, which are generally tied to the successful completion of transactions and the timing of receivable collections. As of MarchJune 31,30, 2026 and December 31, 2025, total accounts receivable, net of allowance for credit losses, was $348.9$394.5 million and $404.3 million, respectively. As of MarchJune 31,30, 2026 and December 31, 2025, the allowance for credit losses was $1.8$1.4 million and $1.6 million, respectively. Included in Accounts Receivable, Net are long-term receivables of $110.9$92.0 million and $96.1 million as of MarchJune 31,30, 2026 and December 31, 2025, respectively, related to fees that are generally paid in installments over a period of three to four years.

Our primary cash needs are for working capital, paying operating expenses including cash compensation to our employees, exchanging of Partnership Units for cash, repurchasing shares of the Company’s Class A common stock, paying income taxes, dividend payments, partnership tax distributions, capital expenditures, making payments pursuant to the tax receivable agreement, strategic investments and other commitments. We expect to fund these liquidity requirements through cash flows from operations and borrowings under our revolving credit facility. Our ability to fund these needs will depend, in part, on our ability to generate or raise cash in the futurefuture, which depends on our future financial results, which are subject to general economic, financial, competitive, legislativelegislative, and regulatory factors.

Additionally, our ability to generate positive cash flow from operations will be impacted by global economic conditions. If our cash flows from operations are significantly reduced, we may need to borrow from our revolving credit facility, incur debt, or issue additional equity. Although we believe that our revolving credit facility, and our ability to renew it, will permit us to finance our operations on acceptable terms and conditions for the foreseeable future, our access to, and the availability of, financing on acceptable terms and conditions in the future will be impacted by many factors, including: business performance; our credit ratings or absence of a credit rating; the liquidity of the overall capital markets; the current state of the economy; and stability of our lending institution.institutions. We cannot provide any assurance that such financing will be available to us on acceptable terms or that such financing will be available at all. We believe that our future cash from operations and availability under our revolving credit facility, together with our access to funds on hand, will provide adequate resources to fund our liquidity and capital needs.

We are subject to regulatory requirements in the U.S. and certain international jurisdictions to ensure general financial soundness and liquidity. This requires, among other things, that we comply with certain minimum capital requirements, recordkeeping protocols, reporting procedures, experience and training requirements for employeesemployees, and certain other requirements and procedures. These regulatory requirements may restrict the flow of funds to and from affiliates. See Note 13. “Regulated Entities” in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements” of this filing for further information. The licenses under which we operate are meant to be appropriate to conduct our business. We actively monitor our regulatory capital base and we believe that we provide each of these entities with sufficient capital and liquidity, consistent with their business and regulatory requirements.

For the threesix months ended MarchJune 31,30, 2026 and 2025, certain holders of Partnership Units exchanged 0.91.0 million and 0.30.5 million Partnership Units, respectively, for cash in the amounts of $136.0$158.6 million and $57.3$81.3 million, respectively.

On April 28, 2026, the Company announced that the Board of Directors has authorized aan $800$800.0 million Class A common stock repurchase program, which replaced the then-existing $500$500.0 million repurchase program announced on February 6, 2024. As of MarchJune 31,30, 2026, our remaining repurchase authorization was $21.2$759.6 million under the then-existing authorization.million. Under the new repurchase program, which has no expiration date, shares of the Company’s Class A common stock may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of shares repurchased depend on a variety of factors, including economic and market conditions, price, and legal requirements. The repurchase program may be suspended or discontinued at any time.

During the threesix months ended MarchJune 31,30, 2026, the Company repurchased 0.40.8 million shares of the Company’s Class A common stock at a volume-weighted average price per share of $147.44,$150.29, or $61.3$114.5 million in aggregate, excluding excise tax on net share repurchases, pursuant to the share repurchase program.

With respect to our litigation matters, including any litigation discussed under the caption “Legal Proceedings” elsewhere in this report, we are not currently able to estimate the possible loss or range of loss until developments in such matters have provided sufficient information to support such an assessment, including, but not limited to, quantification of a damage demand from plaintiffs, discovery from other parties and investigation of factual allegations, rulings by courts on motions or appeals, analysis by expertsexperts, or the status of any settlement negotiations. While the ultimate outcome and the costs associated with litigation are inherently uncertain and difficult to predict, we believe, based on current knowledge and after consultation with counsel, that we are not currently party to any material pending proceedings, individually or in the aggregate, the resolution of which would have a material effect on the Company.

We have entered into a tax receivable agreement with the holders of Partnership Units (other than PJT Partners Inc.) that provides for the payment by PJT Partners Inc. to exchanging holders of Partnership Units of 85% of the benefits, if any, that PJT Partners Inc. is deemed to realize as a result of the increases in tax basis related to such exchanges of Partnership Units and of certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. As of MarchJune 31,30, 2026 and December 31, 2025, the Company had contractual obligations of $34.6$36.0 million and $30.3 million, respectively, pursuant to the tax receivable agreement, which represent management’s best estimate of the amounts currently expected to be owed in connection with the tax receivable agreement. Actual payments may differ significantly from estimated amounts due.

See Notes 7, 9, 10 and 12 in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements” of this filing for further information in connection with income taxes, equity-based and other deferred compensation plans, leasing arrangementsarrangements, and commitments, respectively.

There were no material changes of critical accounting estimates previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025. A discussion of critical accounting estimates is included in “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025.