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

Our revenue in any given period is dependent on the number of fee-paying clients in such period. For the year ended December 31, 2024,2025, we earned revenues from 187 advisory clients, 136 of which generated fees equal to or greater than $1.0 million. For the year ended December 31, 2024 we earned revenues from 221 advisory clients, 141 of which generated fees equal to or greater than $1.0 million. For the year ended December 31, 20232023, we earned revenues from 202 advisory clients, 123 of which generated fees equal to or greater than $1.0 million. For the year ended December 31, 2022, we earned revenues from 200 advisory clients, 127 of which generated fees equal to or greater than $1.0 million. We may lose clients as a result of the sale or merger of a client, a change in a client's senior management, competition from other financial advisors and financial institutions and other causes. A significant reduction in the number of fee-paying clients in any given period could reduce our revenue and adversely affect our operating results for such period. There was oneno individual client that accounted for more than 10% of aggregate revenues for the years ended December 31, 2025 and 2023, while one individual client accounted for more than 10% of aggregate revenues for the year ended December 31, 2024, while no individual client accounted for more than 10% of aggregate revenues for the years ended December 31, 2023 and 2022.2024.

For the years ended December 31, 2025, 2024, 2023, and 2022,2023, we recorded operating income (losses) of $78.5$48.0 million, $115.1$(78.5) million, and $47.7$(115.1) million, respectively. TheseThe operating losses were largely due to the amortization of the Professional Partners Awards, which were fully amortized in 2024, and the amortization of equity-based compensation awards granted in connection with the Business Combination. These awards have been and will be recorded as equity-based compensation expense at PWP OpCo pursuant to U.S. GAAP. We need to continue to compensate personnel competitively in order to continue building our business and as a result, we may again experience operating losses in future periods.

If the number of debt defaults, bankruptcies or other factors affecting demand for our recapitalization and restructuring advisory services declines, or if capital for illiquid assets required in our private funds advisory business becomes unavailable, our business related to such services could suffer.

We provide various financial recapitalization and restructuring and related advice to companies in financial distress or to their creditors or other stakeholders.stakeholders, and we provide private fund advisory and fundraising services to fund sponsors and institutional investors. A number of factors affect demand for these advisory services, including general economic conditions, the availability and cost of debt and equity financing, the availability of institutional capital for investment in illiquid assets, governmental policy and changes to laws, rules and regulations, including those that protect creditors. In addition, providing recapitalization and restructuring advisory services entails the risk that the transaction will be unsuccessful or take considerable time and can be subject to a bankruptcy court's authority to disallow or discount our fees in certain circumstances, including after payment of our fees. If the number of debt defaults, bankruptcies or other factors affecting demand for our advisory services related to recapitalization and restructuring activity declines, or if institutional capital focused on illiquid investment opportunities is limited, our business could be adversely affected.

As a participant in the financial services industry, we are subject to extensive regulation in the United States and internationally, including regulatory capital and other requirements imposed on our SEC-registered broker-dealer,broker-dealers, Perella Weinberg Partners LP.LP and Devon Park Securities, LLC. We are subject to regulatory restrictions and requirements imposed by applicable statutes, regulations and policies in the jurisdictions in which we operate. U.S. and non-U.S. government agencies and self-regulatory organizations, including the SEC, FINRA and U.S. state securities commissions, are empowered to enforce the regulatory restrictions and requirements applicable to us and conduct administrative proceedings that can result in censure, fine, the issuance of cease-and-desist orders or the suspension or expulsion of a broker-dealer from registration or membership.

The cost of compliance with international broker dealer,broker-dealer, employment, labor, benefits and tax regulations may adversely affect our business and hamper our ability to expand internationally.

Since we operate our business both in the United States and internationally, we are subject to many distinct broker dealer,broker-dealer, employment, labor, benefits and tax laws in each country in which we operate, including regulations affecting our employment practices and our relations with our employees and service providers. In addition, the data privacy and security framework of the European Union. and the U.K., the GDPR and the U.K. GDPR, took effect on May 25, 2018. As we engage in significant business in Europe and in the U.K., we are subject to the GDPR's requirements. If we are required to comply with new regulations or new interpretations of existing regulations, or if we are unable to comply with these regulations or interpretations, our business could be adversely affected or the cost of compliance may make it difficult to expand into new international markets. Additionally, our competitiveness in international markets may be adversely affected by regulations requiring, among other things, the awarding of contracts to local contractors, the employment of local citizens and/or the purchase of services from local businesses or favoring or requiring local ownership.

Our Restated Certificate of Incorporation, which is subject to the terms and provisions of the Stockholders Agreement (as defined below), contains provisions related to corporate opportunities that may be of interest to us and our subsidiaries and Perella Weinberg Partners LLC (“Professionals GP”) and Professional Partners and their respective subsidiaries. It provides that Professional Partners and its subsidiaries and any of their respective affiliates (excluding us or any of our subsidiaries) (collectively, the “PWP Partner Group”) and their respective affiliates will not have any duty (fiduciary or otherwise) to refrain from engaging, directly or indirectly, in the same or similar business activities or lines of business as us or any of our subsidiaries or PWP OpCo or any of its subsidiaries and in the event that the PWP Partner Group acquires knowledge of a potential transaction or matter which may be a corporate opportunity for us or any of our subsidiaries or PWP OpCo or any of its subsidiaries and the PWP Partner Group or any of their respective affiliates, none of us or any of our subsidiaries or PWP OpCo or any of its subsidiaries shall have any expectancy in such corporate opportunity and the PWP Partner Group shall not have any duty to communicate or offer such corporate opportunity to us or any of our subsidiaries or PWP OpCo or any of its subsidiaries and may pursue such corporate opportunities for themselves or direct such corporate opportunity to another person, including one of their affiliates, in each case, to the fullest extent permitted by law. Furthermore, to the fullest extent permitted by law, in the event that any of our directors or officers or a director or officer of any or our subsidiaries, PWP OpCo or any of its subsidiaries who is also a partner, principal, director, officer, member, manager, employee, consultant, independent contractor and/or other service provider of any of the PWP Partner Group acquires knowledge of a potential transaction or matter which may be a corporate opportunity for us or any of our subsidiaries or PWP OpCo or any of its subsidiaries and the PWP Partner Group or any of their respective affiliates, none of us or any of our subsidiaries or PWP OpCo or any of its subsidiaries shall have any expectancy in such corporate opportunity unless such corporate opportunity has expressly been offered to such person in his or her capacity as our director or officer in which case such opportunity shall belong to us. By becoming our stockholder, you will be deemed to have notice of and have consented to these provisions of our Restated Certificate of Incorporation.

The holders of our Class A common stock and Class B common stock have substantially identical rights, except that holders of Class A common stock and Class B-2 common stock are entitled to one vote per share, while holders of Class B-1 common stock are entitled to 10 votes per share on all matters to be voted on by stockholders in general. This differential in the voting rights of our Class B-1 common stock could adversely affect the market price of our Class A common stock.

Subject to the exchange procedures and restrictions set forth in the PWP OpCo LPA, and any other procedures or restrictions imposed by us, holders of PWP OpCo Class A partnership units (other than Perella Weinberg Partners) may exchange these units for (i) shares of Class A common stock on a one-for-one basis (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications) or (ii) cash from an offering of shares of Class A common stock (based on the net proceeds received by us for such shares in such offering) with the form of consideration determined by us. We have reserved approximately 46.322.1 million shares of Class A common stock for issuance from time to time in exchange for PWP OpCo Class A partnership units. We may in the future cause PWP OpCo to issue additional PWP OpCo Class A partnership units that would also be exchangeable for shares of Class A common stock. Simultaneously with an exchange by a PWP OpCo unitholder who holds shares of Class B common stock, a number of shares of Class B common stock held by such unitholder equal to the number of PWP OpCo Class A partnership units exchanged by such unitholder will be automatically converted into shares of Class A common stock or cash which will be delivered to the exchanging holder (at Perella Weinberg Partners' option) at a conversion rate of 1:1000 (or 0.001). We have reserved approximately 46,32022,140 shares of Class A common stock for issuance from time to time in respect of conversion of shares of Class B-1 or Class B-2B common stock into Class A common stock.

Economic and global financial market conditions impact our financial performance. The market environment for advisory services is improving, driving increased dialogue and activity levels across the traditional M&A markets.

Our core advisory services benefit from macroeconomic changes that impact our client base and lead them to consider business combinations, acquisitions and divestitures, capital raisesraises, restructurings, and restructurings.liquidity solutions. We continue to invest in our platform to achieve scale, accelerate growth, and deliver value.

We do not present our revenue by the type of advice we provide because of the complexity of the transactions on which we may earn revenue and our holistic approach to client service. For instance, a traditional M&A engagement may require additional advisory services, such as capital markets or capital solutions advice or a private capital raise, which may call for cross-functional expertise from our professionals. We focus on dedicating the necessary resources and expertise to each engagement, regardless of product lines, to achieve the desired outcome for our clients. Consequently, trackingdisaggregation theof revenues by type of advisory service offered in each instance iswould not practical.provide a meaningful or reliable basis for presentation.

Our operating expenses are classified as (i) total compensation and benefits expensesexpenses, including equity-based compensation, and (ii) non-compensation expenses.

At the time of the Merger, the Company entered into vesting acceleration agreements with certain holders of Professional Partners Awards to accelerate vesting for all Professional Partners Awards during the second quarter of 2024 (the “Vesting Acceleration”). Prior to the Merger, the amortization expense for the Professional Partners Awards was allocated fully to non-controlling interests. As a result of the Merger, these awards arewere considered granted by PWP OpCo and PWP OpCo as a whole bore the cost of the cash settlement feature of the awards, which was added in conjunction with the Merger. As a result, subsequent to the Merger, the Company allocated the costs associated with these awards between Perella Weinberg Partners and non-controlling interests in proportion to their ownership interests, which is consistent with the allocation of the other profit and loss activity of PWP OpCo.

Non-controlling interests represent the ownership interests in PWP OpCo held by holders other than Perella Weinberg Partners, which are current and former working partners. Profits and losses of PWP OpCo are allocated to the non-controlling interests in proportion to their ownership interest regardless of their basis, with an exception for certain equity-based compensation expense which was fully attributedallocated to non-controlling interests prior to the Merger.

Revenues were $750.9 million for the year ended December 31, 2025 as compared with $878.0 million for the year ended December 31, 2024 as compared with $648.7 million for the year ended December 31, 2023,2024, representing ana increasedecrease of 35%.14%. The increasedecrease was attributableprimarily todriven increasedby decreased mergers and acquisition revenue, reflecting fewer and smaller transactions compared to prior year, partially offset by higher financing and capital solutions activity, driven by larger transactions in size and number across the business.activity.

For the year ended December 31, 2024,2025, total compensation and benefits expenses were $784.2$535.4 million, ana increasedecrease of 29%32% compared with $608.9$784.2 million for the year ended December 31, 2023.2024. The increasedecrease in total compensation and benefits expenses was primarily driven by the Vesting Acceleration that occurred in the prior year period, which resulted in $144.2 million of equity-based compensation expense that did not recur in the current year. The decrease was also the result of a higherlower bonus accrual in the current year period due to a higherlower revenue base, despite a lowerhigher compensation margin. The increase was also driven by higher equity-based compensation expense from the phase-in of our annual incentive award grants, as well as the Vesting Acceleration, which resulted in $144.2 million of equity-based compensation expense for the Professional Partners Awards in the current year period as compared to $68.5 million in the prior year period for the same awards. The increase in total compensation and benefits was partially offset by higher costs incurred in the prior year related to headcount reductions associated with a business realignment.

For the year ended December 31, 2024,2025, total non-compensation expenses were $172.3$167.5 million, ana increasedecrease of 11%3% compared with $154.8$172.3 million for the year ended December 31, 2023.2024. The increasedecrease in non-compensation expenses was primarilylargely thedriven resultby oflower angeneral, increaseadministrative inand other expenses and lower professional fees, including consulting fees tied to revenue contribution, bad debt write-offs, and higher depreciation expense due to new assets being placed in service subsequent to the second quarter of 2023 related to the renovation of the New York office space and relocation of the London office space. These increases were partially offset by reducedhigher renttravel and occupancytechnology costs.

For the year ended December 31, 2024,2025, non-operating income was $10.3$3.5 million compared with non-operating income of $2.3$10.3 million for the year ended December 31, 2023.2024. InThe thedecrease current period,in non-operating income was primarily includeddriven by lower interest income, which increased from the prior yearincome due to higherlower interest rates and largersmaller interest-bearing cash balances, andas well as a net gainloss from foreign exchange rate fluctuations,fluctuations in the current period compared to a net lossgain in the prior year. For both periods, foreign exchange rate fluctuations largely related to U.S. dollar-denominated cash and intercompany balances held by our foreign subsidiaries, including the settlement of such balances. The year ended December 31, 2023 also included a non-operating loss on investment that did not recur in the current year.

The Company’s income tax expense and effective tax rate were $3.5 million and 6.8%, respectively, for the year ended December 31, 2025 compared to income tax expense and an effective tax rate of $21.1 million and (30.9)%, respectively, for the year ended December 31, 2024 compared to an income tax benefit and an effective tax rate of $1.0 million and 0.9%, respectively, for the year ended December 31, 2023.2024. The change in the effective tax rate was primarily due to the relative size of our permanent differences in relation to the pre-tax income (loss) in the respective periods, the Vesting Acceleration, and the recognition ofhigher tax benefits recognized in the current year associated with the appreciation in our share price upon vesting of RSUs above the original grant price during the year ended December 31, 2024.2025.

We regularly monitor our liquidity position, including cash and cash equivalents, working capital assets and liabilities, commitments and other liquidity requirements. Our primary sources of liquidity are generally our cash and cash equivalent balances, investments in short-term marketable debt securities, the net cash generated from operations, and the available borrowing capacity under our Revolving Credit Facility. Our primary cash needs are typically for working capital, operating expenses (including cash compensation for our employees), repurchasing shares of the Company’s Class A common stock, withholding tax payments for vested incentive compensation awards, including restricted stock units and performance stock units (the “PWP Incentive Plan Awards”), cash-settled exchanges of PWP OpCo Units, income taxes, dividends and distributions, capital expenditures, making payments pursuant to the tax receivable agreement, commitments, and strategic investments. We generally pay a significant portion of our annual cash incentive compensation during the first quarter of each calendar year with respect to the prior year’s results. Therefore, levels of cash and cash equivalents and/or investments in short-term marketable debt securities generally decline during the first quarter and build over the remainder of the year.

Our current assets are primarilytypically composed of cash and cash equivalents, investments in short-term marketable debt securities, receivables related to fees earned from providing advisory services, certain prepaid expenses and certain amounts due from related parties. Our current liabilities are primarily composed of accrued employee compensation, accounts payable and other accrued expenses. Cash and cash equivalents include cash held at banks, including interest-bearing money market accounts, and any short-term highly liquid investments that have original maturities of three months or less from the date of purchase. We had cash balances of $331.6$255.9 million and $247.2$331.6 million as of December 31, 20242025 and 2023,2024, respectively,respectively. and cash equivalents of $20.2 million asAs of December 31, 2024, whichwe includedheld investments in U.S. Treasury securities.securities, As$20.2 million of Decemberwhich 31,was 2023,presented wewithin heldCash noand cash equivalents. Additionally, as of December 31, 2024equivalents and 2023, we held U.S. Treasury securities of $75.8 million and $91.2 million, respectively,of which arewas classified as Investments in short-term marketable debt securities within the consolidated financial statements. As of December 31, 2025, we held no cash equivalents and no investments in U.S. Treasury securities.

Based on current market conditions, we believe that our cash on hand, cash equivalents, investments in short-term marketable debt securities, net cash generated from operations, and the available borrowing capacity under our Revolving Credit Facility will be sufficient to meet our operating needs and commitments for the next twelve months; however, if these sources of liquidity are not sufficient, we may seek additional debt or equity financing.

Operating activities resulted in a net cash inflow of $223.4 million primarily attributable to cash collectionscollected from clients, net of cash operating expense outflows, including the settlement of liability-classified Professional Partners Awards during the second quarter and discretionary bonuses paid during the first quarter of 2024 with respect to prior year compensation expense.

Investing activities resulted in a net cash outflow of $0.1 million attributable to the purchase of investments in U.S. Treasury securitiessecurities, andwhich paymentswas foralmost fully offset by the purchase of additional investments and capital expenditures related to office space renovations, which was almost fully offset by a cash inflow from the maturation of investments in U.S. Treasury securities.renovations.

Our board of directors approved a stock repurchase program under which we are authorized to repurchase up to $200.0 million of our Class A common stock with no requirement to purchase any minimum number of shares. During the year ended December 31, 2024, we repurchased 1,000,000 founder shares at a purchase price of $15.00 per share. As of December 31, 2024,2025, $93.8$60.2 million remains of the $200.0 million authorized for share repurchases.

When we invest our excess cash, we manage our credit risk exposure by holding investments primarily with investment grade credit quality. AsThis of December 31, 2024, the Company held investments of $96.0 million in U.S. Treasury securities with maturities of less than 12 months. Of this amount, $20.2 millionamount is typically presented in Cash and cash equivalents and $75.8 million is presented/or in Investments in short-term marketable debt securities on the Consolidated Statements of Financial Condition. The Company held no such investments as of December 31, 2025.

We are exposed to exchange rate risk as a result of having foreign subsidiaries with non-U.S. dollar functional currencies as well as from entering into transactions and holding monetary assets and liabilities that are not denominated in the functional currency of itsour operating subsidiaries. Specifically, the reported amounts in our consolidated financial statements may be affected by movements in the rate of exchange between the pound sterling, euro, and Canadian dollar and our reporting currency, the U.S. dollar. For the years ended December 31, 20242025 and 2023,2024, the net impact of non-functional currency-related transaction gains and losses recorded in Other income (expense) on our Consolidated Statements of Operations was a $1.3$2.3 million gainloss and a $3.3$1.3 million loss,gain, respectively, primarily related to U.S. dollar-denominated cash and intercompany receivables held by our foreign subsidiaries as the strength of the U.S. dollar fluctuated. For the years ended December 31, 20242025 and 2023,2024, the net impact from the fluctuation of foreign currencies recorded in Foreign currency translation gain (loss) on our Consolidated Statements of Comprehensive Income (Loss) was a $2.5$5.3 million lossgain and a $4.1$2.5 million gain,loss, respectively. We have not entered into any transactions to hedge our exposure to these foreign currency fluctuations using derivative instruments or other methods but may do so if we deem appropriate in the future. As of December 31, 2024,2025, we held cash balances of $37.7$86.9 million in non-U.S. dollar currencies, composed of pound sterling, euros, and Canadian dollars.

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

Revenues were $148.9$156.5 million for the three months ended MarchJune 31,30, 2026 as compared to $211.8$155.3 million for the three months ended MarchJune 31,30, 2025, aan decreaseincrease of 30%.1%. TheIn decreasethe incurrent revenuesperiod, ishigher mergers and acquisitions activity, driven by feweran fee-paying clients and a declineincrease in transactionthe completionsnumber acrossof bothrelated M&Afee andevents, was partially offset by decreased financing and capital solutions,solutions despite an increase in average fee per client.activity.

For the threesix months ended MarchJune 31,30, 2026, total compensation and benefits expenses were $122.1$238.0 million, a decrease of 18%8% compared to $149.2$257.6 million for the threesix months ended MarchJune 31,30, 2025. The decrease was primarily driven by a lower discretionary bonus accrual on lower revenues. Excluding the lower bonus accrual, compensation expense increased year-over-year fromdue to a higher cashnon-bonus compensation andbase, equity-basedreflecting awardsthe amortizationimpact dueof torecent investments in new hireshires, and higherfrom headcount.Business Realignment costs. The higher compensation margin period-over-period reflects the decline in revenues on an absolute dollar basis against a higher non-bonus compensation base, compounded by the timing of equity-based awards vesting, which is concentrated in the first quarter.base.

For the three months ended MarchJune 31,30, 2026, total non-compensation expenses were $39.8$35.6 million, a decrease of 22%6% compared to $50.9$38.0 million for the three months ended MarchJune 31,30, 2025. The decrease was primarily driven by lower professional fees fromdue reducedto litigation spend,insurance recoveries in excess of previous estimates, a decrease in badrent debtexpense expense,due to sublease income, and alower decreasegeneral, inadministrative recruitingand costs.other Thisexpenses. The overall decrease was only partially offset by increasesan increase in technologyintangible andasset depreciationamortization expenses.related to the Devon Park Acquisition.

For the three months ended MarchJune 31,30, 2026, non-operating income was $2.3$1.0 million compared to non-operating incomeexpenses of $0.2$2.7 million for the three months ended MarchJune 31,30, 2025. In the current period, non-operating income primarily included interest income and a net gain from foreign exchange rate fluctuations. Non-operating income in the prior year period included interest income, whicha wasgain mostlyon offsetthe bychange in fair value of the Earn-out, and a net loss from foreign exchange rate fluctuations. ForNon-operating bothexpenses periods,in the impactprior ofyear period included a larger net loss from foreign exchange rate fluctuationsfluctuations, which was largelypartially related to U.S. dollar-denominated cash and intercompany receivables heldoffset by ourinterest foreign subsidiaries.income.

The Company’s income tax benefit and effective tax rate were $(9.910.1) million and 93.0%,222.6%, respectively, for the threesix months ended MarchJune 31,30, 2026 compared to an income tax benefit and effective tax rate of $(9.57.5) million and (79.641.3)%, respectively, for the threesix months ended MarchJune 31,30, 2025.

The change in the effective tax rate forin botheach periodsperiod was primarily due to the relative size of our permanent differences in relation to the pre-tax income (loss) in the respective periods. In addition, the Company recognized aan $6.6$8.7 million tax benefit associated with the appreciation in our share price upon vesting of RSUs above the original grant price during the threesix months ended MarchJune 31,30, 2026 versuscompared $12.5to $12.6 million in the prior year period.

We regularly monitor our liquidity position, including cash, working capital assets and liabilities, commitments and other liquidity requirements. Our primary sources of liquidity are generally our cash balances, the net cash generated from operations, and the available borrowing capacity under our Revolving Credit Facility. Our primary cash needs are typically for working capital, operating expenses (including cash compensation for our employees), repurchasing shares of the Company’s Class A common stock, withholding tax payments for vested PWP Incentive Plan Awards, cash-settled exchanges of PWP OpCo Units, income taxes, dividends and distributions, capital expenditures, making payments pursuant to the tax receivable agreement, commitments, and strategic investments. We generally pay a significant portion of our annual cash incentive compensation during the first quarter of each calendar year with respect to the prior year’s results. Therefore, cash levels generally decline during the first quarter and build over the remainder of the year.

Our current assets are typically composed of cash, receivables related to fees earned from providing advisory services, certain prepaid expenses and certain amounts due from related parties. Our current liabilities are primarily composed of accrued employee compensation, accounts payable and other accrued expenses. Cash and cash equivalents include cash held at banks, including interest-bearing money market accounts, and any short-term highly liquid investments that have original maturities of three months or less from the date of purchase. As of MarchJune 31,30, 2026 and December 31, 2025, the Company had cash balances of $77.7$115.8 million and $255.9 million, respectively, and no cash equivalents.

Our liquidity is highly dependent upon cash receipts from clients, which generally require the successful completion of transactions. Accounts receivable typically have net terms of 30 days. Accounts receivable, net of allowance for credit losses, were $33.5$36.2 million and $62.7 million as of MarchJune 31,30, 2026 and December 31, 2025, respectively.

We have a Revolving Credit Facility with Cadence Bank with an available line of credit of $50.0 million. Additionally, up to $20.0 million of incremental revolving commitments above the $50.0 million commitment amount may be incurred under the Credit Agreement. As of MarchJune 31,30, 2026, we had no outstanding balance related to the Revolving Credit Facility and no incremental revolving commitments were incurred. For further information on the Revolving Credit Facility, refer to Note 9—Debt in the notes to condensed consolidated financial statements included elsewhere in this Form 10-Q.

ThreeSix Months Ended MarchJune 31,30, 2026

Financing activities resulted in a net cash outflow of $63.8$72.7 million primarily due to withholding tax payments for vested PWP Incentive Plan AwardsAwards, dividend payments, and dividenddistributions payments.to partners.

ThreeSix Months Ended MarchJune 31,30, 2025

Our board of directors has approved a stock repurchase program under which we are authorized to repurchase up to $200.0 million of our Class A common stock with no requirement to purchase any minimum number of shares. As of MarchJune 31,30, 2026, $60.2 million remains of the $200.0 million authorized for share repurchases.

In accordance with the limited partnership agreement of PWP OpCo, holders of PWP OpCo Units (other than the Company) may exchange these units for (i) shares of Class A common stock on a one-for-one basis or (ii) cash from an offering of shares of Class A common stock and (iii) cash from any other source. Whether future exchanges are settled in cash or shares of Class A common stock is at our discretion and will depend on our liquidity and capital resources, market conditions, the timing and concentration of exchange elections and other factors. See Note 10—Stockholders’ Equity and Redeemable Non-Controlling Interests in the notes to the condensed consolidated financial statements included elsewhere in thethis Form 10-Q for further information.

As of MarchJune 31,30, 2026, we had an amount due of $94.0$105.6 million pursuant to the tax receivable agreement, which represents management’s best estimate of the amounts currently expected to be owed in connection with the tax receivable agreement for the Business Combination and subsequent exchanges made to date. See Note 15—Related Party Transactions in the notes to the condensed consolidated financial statements included elsewhere in thethis Form 10-Q for further information as well as the expected timing of payments.

We have non-cancelable operating leases for our office space and certain equipment. As of MarchJune 31,30, 2026, we had $182.1$179.3 million of operating lease liabilities. See Note 4—Leases in the notes to condensed consolidated financial statements included elsewhere in this Form 10-Q for further information as well as the expected timing of payments.

We are exposed to exchange rate risk as a result of having foreign subsidiaries with non-U.S. dollar functional currencies as well as from entering into transactions and holding monetary assets and liabilities that are not denominated in the functional currency of our operating subsidiaries. Specifically, the reported amounts in our consolidated financial statements may be affected by movements in the rate of exchange between the pound sterling, euro, and Canadian dollar and our reporting currency, the U.S. dollar. For the threesix months ended MarchJune 31,30, 2026 and 2025, the net impact of non-functional currency related transaction gains (losses) recorded in Other income (expense) on our Condensed Consolidated Statements of Operations was $1.2$0.8 million and $(1.84.5) million, respectively, primarily related to U.S. dollar-denominated cash and intercompany receivables held by our foreign subsidiaries as theforeign strengthexchange of the U.S. dollarrates fluctuated. For the threesix months ended MarchJune 31,30, 2026 and 2025, the net impact from the fluctuation of foreign currencies recorded in Foreign currency translation gain (loss) on our Condensed Consolidated Statements of Comprehensive Income (Loss) was $(1.71.8) million and $2.8$7.8 million, respectively. We have not entered into any transactions to hedge our exposure to these foreign currency fluctuations using derivative instruments or other methods but may do so if we deem appropriate in the future. As of MarchJune 31,30, 2026, we held cash balances of $26.8$24.4 million in non-U.S. dollar currencies, composed of pound sterling, euros, and Canadian dollars.