Form 8-K

8-K — Perella Weinberg Partners

Accession: 0001777835-26-000072

Filed: 2026-07-31

Period: 2026-07-31

CIK: 0001777835

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Documents

8-K — pwp-20260731.htm (Primary)

EX-99.1 (q22026ex991-earningsrelease.htm)

GRAPHIC (image.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: pwp-20260731.htm · Sequence: 1

pwp-20260731

0001777835FALSE00017778352026-07-312026-07-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 31, 2026

Commission File Number: 001-39558

PERELLA WEINBERG PARTNERS

(Exact Name of Registrant as Specified in its Charter)

Delaware 84-1770732

( State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

767 Fifth Avenue

New York, NY

10153

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 287-3200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share PWP Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 31, 2026, Perella Weinberg Partners (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The press release may contain hypertext links to information on the Company’s website. The information on the Company’s website is not incorporated by reference into and does not constitute a part of this Current Report on Form 8-K.

The information provided under this Item (including Exhibit 99.1) is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements

This Form 8-K contains forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, which reflect the Company’s current views with respect to, among other things, statements about the share repurchase program. You can identify these forward-looking statements by the use of words such as “estimates,” “projected,” “expects,” “estimated,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,” “future,” “propose,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. A further list and description of these risks, uncertainties and other factors can be found in the Company’s filings with the U.S. Securities and Exchange Commission. These filings and subsequent filings are or will be available online at www.sec.gov or on request from the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release Issued by the Company dated July 31, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PERELLA WEINBERG PARTNERS

By: /s/ Alexandra Gottschalk

Alexandra Gottschalk

Chief Financial Officer and Chief Operating Officer

Date: July 31, 2026

EX-99.1

Filename: q22026ex991-earningsrelease.htm · Sequence: 2

Document

Exhibit 99.1

Perella Weinberg Reports Second Quarter 2026 Results

Financial Overview - Second Quarter

•Revenues of $157 Million, Up 1% From a Year Ago

•GAAP Pre-Tax Income of $6 Million, Adjusted Pre-Tax Income of $27 Million

•GAAP Diluted EPS of $0.06, Adjusted EPS of $0.20

Financial Overview - First Half

•Revenues of $305 Million, Down 17% From a Year Ago

•GAAP Pre-Tax Loss of $(5) Million, Adjusted Pre-Tax Income of $23 Million

•GAAP Diluted EPS of $0.08, Adjusted EPS of $0.25

Talent Investment

•Year-To-Date Added Ten Partners and Eleven Managing Directors

•Six Additional Partners and Three Additional Managing Directors to Join Firm in Coming Months

Capital Management

•Strong Balance Sheet with $116 Million of Cash and No Debt

•Year-To-Date Retired More Than Two Million Shares and Share Equivalents through Net Settlement

•Year-To-Date Returned $73 Million in Aggregate to Equity Holders

•Declared Quarterly Dividend of $0.07 Per Share

“Momentum continues to build across our business – the pace of our announced transactions has accelerated and our booked revenue plus announced and pending backlog stands well above the level this time last year. We remain focused on our clear and simple strategy to scale our business by continuing to add senior talent, and we expect to close our acquisition of Gleacher Shacklock in the third quarter,” stated Andrew Bednar, Chief Executive Officer and Chairman.

NEW YORK, NY, July 31, 2026 – Perella Weinberg Partners (the “Firm,” “Company,” “Perella Weinberg,” or “PWP”) (NASDAQ:PWP) today reported financial results for the second quarter ended June 30, 2026.

* Throughout this release, adjusted figures represent Non-GAAP information. See “Non-GAAP Financial Measures” and the tables at the end of this release for an explanation of the adjustments and reconciliations to the comparable GAAP numbers. GAAP diluted net income (loss) per share attributable to Class A common shareholders and Adjusted net income (loss) per Class A share—diluted, if—converted will be referred to as “GAAP Diluted EPS” and “Adjusted EPS,” respectively.

Revenues

For the second quarter of 2026, revenues were $156.5 million, an increase of 1% from $155.3 million reported in the second quarter of 2025, driven by an increase in fee-paying clients alongside greater M&A contribution, partially offset by a decrease in financing and capital solutions activity. For the first half of 2026, revenues were $305.4 million, a decrease of 17% from $367.1 million for the first half of 2025, driven by fewer large fee event closings and a related decrease in average fee per client. M&A revenues were up year-over-year for the first half of 2026, while the contribution from financing and capital solutions was down, with the year ago period benefiting from a number of large fee event closings.

Expenses

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

GAAP Adjusted GAAP Adjusted GAAP Adjusted GAAP Adjusted

Operating expenses

(Dollars in Millions)

Total compensation and benefits $ 115.9 $ 98.8 $ 108.3 $ 104.0 $ 238.0 $ 215.9 $ 257.6 $ 246.0

% of Revenues 74 % 63 % 70% 67% 78 % 71 % 70% 67%

Non-compensation expenses $ 35.6 $ 31.4 $ 38.0 $ 36.4 $ 75.3 $ 68.8 $ 88.9 $ 85.6

% of Revenues 23 % 20 % 24% 23% 25 % 23 % 24% 23%

Three Months Ended

GAAP total compensation and benefits were $115.9 million for the second quarter of 2026, compared to $108.3 million for the second quarter of 2025. The increase in GAAP total compensation and benefits reflected higher cash compensation driven by investments in new hires, as well as business realignment costs, including separation and transition benefits and the accelerated amortization of equity-based awards, associated with headcount reductions undertaken in the second quarter of 2026 to focus resources on higher-performing areas of the business. Adjusted total compensation and benefits were $98.8 million for the second quarter of 2026, compared to $104.0 million for the same period a year ago. The decrease in adjusted total compensation and benefits was the result of decreasing the year-to-date adjusted compensation margin to 71% compared to 79% in the first quarter of 2026, which was partially offset by higher cash and equity compensation costs related to investments in new hires.

GAAP non-compensation expenses were $35.6 million for the second quarter of 2026, compared to $38.0 million for the second quarter of 2025. Adjusted non-compensation expenses were $31.4 million for the second quarter of 2026, compared to $36.4 million for the same period a year ago. The decrease in non-compensation expenses was largely driven by lower professional fees due to litigation insurance recoveries in excess of previous estimates and a decrease in general, administrative and other expenses.

Six Months Ended

GAAP total compensation and benefits were $238.0 million for the six months ended June 30, 2026, compared to $257.6 million for the prior year period. Adjusted total compensation and benefits were $215.9 million for the six months ended June 30, 2026, compared to $246.0 million for the same period a year ago. The decrease in total compensation and benefits resulted from a lower discretionary bonus accrual on an absolute dollar basis associated with lower revenues. Excluding the lower bonus accrual, compensation expense increased year-over-year due to higher cash compensation from investments in new hires, and on a GAAP basis only, from 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.

GAAP non-compensation expenses were $75.3 million for the six months ended June 30, 2026, compared to $88.9 million for the prior year period. Adjusted non-compensation expenses were $68.8 million for the six months ended June 30, 2026, compared to $85.6 million for the same period a year ago. The decrease in non-compensation expenses was largely driven by a decrease in professional fees due to reduced litigation spend and insurance recoveries in excess of previous estimates, a decrease in bad debt expense and lower rent, partially offset by a modest increase in technology spend.

Provision for Income Taxes

As of June 30, 2026, Perella Weinberg Partners owned 78.7% of the operating partnership (“PWP OpCo”) and is subject to U.S. federal and state corporate income tax on its allocable share of earnings. Income earned by PWP OpCo is subject to certain state, local, and foreign income taxes. The GAAP income tax benefit for the six months ended June 30, 2026 was $10.1 million, which included $8.7 million of tax benefit from restricted stock units (“RSUs”) that vested at a share price higher than the grant price.

For purposes of calculating adjusted if-converted net income, we present our results as if all partnership units had been converted to shares of Class A common stock and as if all of our adjusted results were subject to U.S. corporate income tax. For the six months ended June 30, 2026, adjusted if-converted net income included $10.1 million of tax benefit from the vesting of RSUs at a share price higher than the grant price.

Balance Sheet and Capital Management

As of June 30, 2026, we had $115.8 million of cash with no outstanding indebtedness and an undrawn revolving credit facility.

During the six months ended June 30, 2026, we returned $72.7 million in aggregate to our equity holders through: (i) the net settlement of 2,763,290 share equivalents at an average price per share of $20.12, (ii) the payment of aggregate dividends of $14.9 million to Class A common stockholders and (iii) the payment of $2.2 million in distributions to limited partners.

At June 30, 2026, there were 73.8 million shares of Class A common stock and 20.0 million partnership units outstanding.

During the three and six months ended June 30, 2026, Perella Weinberg made $1.7 million of cash payments related to the business realignment. Currently, we are estimating future cash payments of approximately $7.6 million related to the business realignment, which are expected to be paid by or soon after December 31, 2026.

The Board of Directors has declared a quarterly dividend of $0.07 per share of Class A common stock. The dividend will be paid on September 10, 2026 to Class A common stockholders of record on August 28, 2026.

Conference Call and Webcast

Management will host a webcast and conference call on Friday, July 31, 2026 at 9:00 am ET to discuss Perella Weinberg’s financial results for the second quarter ended June 30, 2026.

A webcast of the conference call will be made available in the Investors section of Perella Weinberg’s website at https://investors.pwpartners.com/.

The conference call can also be accessed by the following dial-in information:

•Domestic: (800) 245-3047

•International: (203) 518-9765

•Conference ID: PWPQ226

Replay

A replay of the call will also be available two hours after the live call through August 7, 2026. To access the replay, dial (800) 839-1232 (Domestic) or (402) 220-0460 (International). The replay can also be accessed on the Investors section of the Company’s website at https://investors.pwpartners.com/.

For those who listen to the rebroadcast of the call, we remind you that the remarks made are as of July 31, 2026, and have not been updated subsequent to the initial earnings call.

About Perella Weinberg

Perella Weinberg is a leading global independent advisory firm, providing strategic and financial advice to a broad client base, including corporations, financial sponsors, governments, and sovereign wealth funds. The Firm offers a wide range of advisory services to clients in some of the most active industry sectors and global markets. With approximately 700 employees, Perella Weinberg currently maintains offices in New York, London, Houston, Los Angeles, San Francisco, Paris, Chicago, Munich, Palm Beach, Denver, Calgary, and Greenwich. The financial information of Perella Weinberg herein refers to the business operations of PWP Holdings LP and Subsidiaries.

Contacts

For Perella Weinberg Investor Relations: investors@pwpartners.com

For Perella Weinberg Media: media@pwpartners.com

Non-GAAP Financial Measures

In addition to financial measures presented in accordance with GAAP, we monitor certain non-GAAP financial measures to manage our business, make planning decisions, evaluate our performance and allocate resources. We believe that these non-GAAP financial measures are key financial indicators of our business performance over the long term and provide useful information regarding whether cash provided by operating activities is sufficient to maintain and grow our business. We believe that the methodology for determining these non-GAAP financial measures can provide useful supplemental information to help investors better understand the economics of our platform.

These non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation from, or as a substitute for, the analysis of other GAAP financial measures. These non-GAAP financial measures are not universally consistent calculations, limiting their usefulness as comparative measures. Other companies may calculate similarly titled financial measures differently. Additionally, these non-GAAP financial measures are not measurements of financial performance or liquidity under GAAP. In order to facilitate a clear understanding of our consolidated historical operating results, you should examine our non-GAAP financial measures in conjunction with our historical consolidated financial statements and notes thereto included elsewhere in this press release.

Management compensates for the inherent limitations associated with using these non-GAAP financial measures through disclosure of such limitations, presentation of our financial statements in accordance with GAAP and reconciliation of such non-GAAP financial measures to the most directly comparable GAAP financial measures. See “Non-GAAP Financial Measures” and the tables at the end of this release for an explanation of the adjustments and reconciliations to the comparable GAAP numbers.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements made in this press release, and oral statements made from time to time by representatives of PWP are “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding expectations for the business are “forward-looking statements.” In addition, words such as “estimates,” “projected,” “expects,” “estimated,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,” “future,” “propose,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the parties, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.

Important factors, among others, that may affect actual results or outcomes include (but are not limited to): global economic, business and market conditions; the Company’s dependence on and ability to retain employees; the Company’s ability to successfully identify, recruit and develop talent; conditions impacting the corporate advisory industry; the Firm’s dependence on its fee-paying clients and fluctuating revenues from its non-exclusive, engagement-by-engagement business model; the high volatility of the Company’s revenues as a result of its reliance on advisory fees that are largely contingent on the completion of events which may be out of its control; the Company’s ability to appropriately manage conflicts of interest and tax and other regulatory factors relevant to the Company’s business, including actual, potential or perceived conflicts of interest and other factors that may damage its business and reputation; the Company’s successful formulation and execution of its business and growth strategies; substantial litigation risks in the financial services industry; cybersecurity and other operational risks; assumptions relating to the Company’s operations, financial results, financial condition, business prospects, growth strategy and liquidity; extensive regulation of the corporate advisory industry and U.S. and foreign regulatory developments relating to, among other things, financial institutions and markets, government oversight, fiscal and tax policy and laws (including the treatment of carried interest); and other risks and uncertainties described under “Part I—Item 1A. Risk Factors” in our Annual Report on Form 10-K.

The forward-looking statements in this press release and oral statements made from time to time by representatives of PWP are based on current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. These risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors” in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2026 and the other documents filed by the Firm from time to time with the SEC. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Consolidated Statements of Operations (Unaudited)

(Dollars in Thousands, Except Per Share Amounts)

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Revenues $ 156,525 $ 155,267 $ 305,442 $ 367,098

Expenses

Compensation and benefits 79,616 80,280 170,891 203,279

Equity-based compensation 36,278 28,034 67,063 54,279

Total compensation and benefits 115,894 108,314 237,954 257,558

Professional fees 4,589 6,899 12,501 26,095

Technology and infrastructure 9,834 9,237 19,814 18,526

Rent and occupancy 5,933 6,596 11,805 12,922

Travel and related expenses 5,578 5,329 11,506 10,973

General, administrative and other expenses 3,815 4,892 8,050 10,355

Depreciation and amortization 5,827 5,052 11,658 10,053

Total expenses 151,470 146,319 313,288 346,482

Operating income (loss) 5,055 8,948 (7,846) 20,616

Non-operating income (expenses)

Other income (expense) 1,029 (2,700) 3,288 (2,469)

Total non-operating income (expenses) 1,029 (2,700) 3,288 (2,469)

Income (loss) before income taxes 6,084 6,248 (4,558) 18,147

Income tax expense (benefit) (247) 1,980 (10,144) (7,494)

Net income (loss) 6,331 4,268 5,586 25,641

Less: Net income (loss) attributable to non-controlling interests 1,027 1,530 (1,205) 5,564

Net income (loss) attributable to Perella Weinberg Partners $ 5,304 $ 2,738 $ 6,791 $ 20,077

Net income (loss) per share attributable to Class A common shareholders

Basic $ 0.07 $ 0.04 $ 0.09 $ 0.32

Diluted $ 0.06 $ 0.04 $ 0.08 $ 0.29

Weighted-average shares of Class A common stock outstanding

Basic 74,162,048 63,064,731 72,290,670 62,604,779

Diluted 101,732,555 98,831,307 101,897,486 74,555,206

GAAP Reconciliation of Adjusted Results (Unaudited)

(Dollars in Thousands, Except Per Share Amounts)

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Total compensation and benefits—GAAP $ 115,894 $ 108,314 $ 237,954 $ 257,558

Public company transaction related incentives(1)

(2,695) (4,285) (7,057) (11,603)

Acquisition related incentives(2)

(705) — (1,317) —

Business realignment costs(3)

(13,677) — (13,677) —

Adjusted total compensation and benefits $ 98,817 $ 104,029 $ 215,903 $ 245,955

Non-compensation expense—GAAP $ 35,576 $ 38,005 $ 75,334 $ 88,924

Business realignment costs(3)

(75) — (75) —

Amortization of acquired intangible assets(4)

(2,253) (1,645) (4,506) (3,290)

Business combination transaction expenses(5)

(1,876) — (2,003) —

Adjusted non-compensation expense(6)

$ 31,372 $ 36,360 $ 68,750 $ 85,634

Operating income (loss)—GAAP $ 5,055 $ 8,948 $ (7,846) $ 20,616

Public company transaction related incentives(1)

2,695 4,285 7,057 11,603

Acquisition related incentives(2)

705 — 1,317 —

Business realignment costs(3)

13,752 — 13,752 —

Amortization of acquired intangible assets(4)

2,253 1,645 4,506 3,290

Business combination transaction expenses(5)

1,876 — 2,003 —

Adjusted operating income

$ 26,336 $ 14,878 $ 20,789 $ 35,509

Income (loss) before income taxes—GAAP $ 6,084 $ 6,248 $ (4,558) $ 18,147

Public company transaction related incentives(1)

2,695 4,285 7,057 11,603

Acquisition related incentives(2)

705 — 1,317 —

Business realignment costs(3)

13,752 — 13,752 —

Amortization of acquired intangible assets(4)

2,253 1,645 4,506 3,290

Business combination transaction expenses(5)

1,876 — 2,003 —

Adjustments to non-operating income (expenses)(7)

(837) 16 (891) 32

Adjusted income before income taxes

$ 26,528 $ 12,194 $ 23,186 $ 33,072

Income tax expense (benefit)—GAAP $ (247) $ 1,980 $ (10,144) $ (7,494)

Tax impact of non-GAAP adjustments(8)

5,878 866 9,216 4,681

Adjusted income tax expense (benefit)

$ 5,631 $ 2,846 $ (928) $ (2,813)

Net income (loss)—GAAP $ 6,331 $ 4,268 $ 5,586 $ 25,641

Public company transaction related incentives(1)

2,695 4,285 7,057 11,603

Acquisition related incentives(2)

705 — 1,317 —

Business realignment costs(3)

13,752 — 13,752 —

Amortization of acquired intangible assets(4)

2,253 1,645 4,506 3,290

Business combination transaction expenses(5)

1,876 — 2,003 —

Adjustments to non-operating income (expenses)(7)

(837) 16 (891) 32

Tax impact of non-GAAP adjustments(8)

(5,878) (866) (9,216) (4,681)

Adjusted net income

$ 20,897 $ 9,348 $ 24,114 $ 35,885

GAAP Reconciliation of Adjusted Results (Unaudited)

(Dollars in Thousands, Except Per Share Amounts)

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Adjusted net income

$ 20,897 $ 9,348 $ 24,114 $ 35,885

Less: Adjusted income tax expense (benefit)

(5,631) (2,846) 928 2,813

Add: If-converted income tax expense (benefit)(9)

6,475 3,434 (1,928) (4,948)

Adjusted if-converted net income

$ 20,053 $ 8,760 $ 25,114 $ 38,020

Weighted-average diluted shares of Class A common stock outstanding—GAAP

101,732,555 98,831,307 101,897,486 74,555,206

Weighted average number of incremental shares from if-converted PWP OpCo units(10)

— — — 26,305,163

Weighted-average adjusted diluted shares of Class A common stock outstanding

101,732,555 98,831,307 101,897,486 100,860,369

Adjusted net income per Class A share—diluted, if-converted

$ 0.20 $ 0.09 $ 0.25 $ 0.38

Key metrics: (11)

GAAP operating income (loss) margin 3.2 % 5.8 % (2.6) % 5.6 %

Adjusted operating income margin

16.8 % 9.6 % 6.8 % 9.7 %

GAAP compensation margin 74 % 70 % 78 % 70 %

Adjusted compensation margin 63 % 67 % 71 % 67 %

GAAP effective tax rate (4) % 32 % 223 % (41) %

Adjusted if-converted effective tax rate 24 % 28 % (8) % (15) %

Notes to GAAP Reconciliation of Adjusted Results:

(1)Public company transaction related incentives includes equity-based compensation for transaction-related RSUs and performance restricted stock units (“PSUs”), which are directly related to milestone events that were part of a business combination that closed on June 24, 2021, as well as employment taxes for these RSUs and PSUs. These expenses were outside of PWP’s normal and recurring bonus and compensation processes and will be fully expensed by the end of 2026.

(2)Acquisition related incentives includes retention bonus payments and equity-based compensation for RSUs granted in conjunction with the acquisition of Devon Park Advisors (“Devon Park”). These expenses are outside of PWP’s normal and recurring bonus and compensation processes.

(3)During the second quarter of 2026, we began a review of the business, which will result in headcount reductions to focus resources on higher-performing areas of the business. Costs include separation and transition benefits, the accelerated amortization of equity-based awards, and certain professional fees. Currently, we are estimating approximately $22 million of total business realignment costs through the end of 2026.

(4)The adjustment reflects the amortization of intangible assets associated with the Tudor, Pickering, Holt & Co., LLC (“TPH”) and Devon Park business combinations. This adjustment was previously referred to as “TPH business combination related expenses” in prior releases.

(5)Business combination transaction costs associated with the Devon Park acquisition and the planned acquisition of Gleacher Shacklock LLP, which is expected to close in the third quarter of 2026, subject to customary closing conditions.

(6)See reconciliation on the following page for the components of the consolidated statements of operations included in non-compensation expense—GAAP as well as Adjusted non-compensation expense.

(7)Includes the amortization of debt discounts and issuance costs for all periods presented. For the three and six months ended June 30, 2026, it includes the fair value adjustments to the liability-classified contingent consideration recognized in the Devon Park acquisition.

(8)The adjusted income tax expense (benefit) represents the Company’s calculated tax expense (benefit) on adjusted non-GAAP results. It excludes the impact on income taxes of certain transaction-related items and other items not reflected in our adjusted non-GAAP results. It does not represent the cash that the Company expects to pay for taxes in the current periods.

(9)The if-converted income tax expense (benefit) represents the Company's calculated tax expense (benefit) on adjusted non-GAAP results assuming the exchange of all PWP OpCo units for PWP Class A common stock, resulting in all of the Company’s results for the period being subject to corporate-level tax.

(10)Represents the dilutive impact assuming the conversion of all PWP OpCo units to shares of Class A common stock.

(11)Reconciliations of key metrics from GAAP to Adjusted results are a derivative of the reconciliation of their components.

GAAP Reconciliation of Adjusted Results (Unaudited)

(Dollars in Thousands)

Three Months Ended June 30, 2026

GAAP

Adjustments Adjusted

Professional fees $ 4,589 $ (1,951)

(1)

$ 2,638

Technology and infrastructure 9,834 — 9,834

Rent and occupancy 5,933 — 5,933

Travel and related expenses 5,578 — 5,578

General, administrative and other expenses 3,815 — 3,815

Depreciation and amortization 5,827 (2,253)

(2)

3,574

Non-compensation expense $ 35,576 $ (4,204) $ 31,372

Three Months Ended June 30, 2025

GAAP

Adjustments Adjusted

Professional fees $ 6,899 $ — $ 6,899

Technology and infrastructure 9,237 — 9,237

Rent and occupancy 6,596 — 6,596

Travel and related expenses 5,329 — 5,329

General, administrative and other expenses 4,892 — 4,892

Depreciation and amortization 5,052 (1,645) (3) 3,407

Non-compensation expense $ 38,005 $ (1,645) $ 36,360

Six Months Ended June 30, 2026

GAAP Adjustments Adjusted

Professional fees $ 12,501 $ (2,078)

(1)

$ 10,423

Technology and infrastructure 19,814 — 19,814

Rent and occupancy 11,805 — 11,805

Travel and related expenses 11,506 — 11,506

General, administrative and other expenses 8,050 — 8,050

Depreciation and amortization 11,658 (4,506)

(2)

7,152

Non-compensation expense $ 75,334 $ (6,584) $ 68,750

Six Months Ended June 30, 2025

GAAP Adjustments Adjusted

Professional fees $ 26,095 $ — $ 26,095

Technology and infrastructure 18,526 — 18,526

Rent and occupancy 12,922 — 12,922

Travel and related expenses 10,973 — 10,973

General, administrative and other expenses 10,355 — 10,355

Depreciation and amortization 10,053 (3,290)

(3)

6,763

Non-compensation expense $ 88,924 $ (3,290) $ 85,634

(1)Reflects an adjustment to exclude costs associated with the planned acquisition of Gleacher Shacklock LLP, transaction and integration costs associated with the Devon Park acquisition, and certain business realignment costs.

(2)Reflects an adjustment to exclude the amortization of intangible assets related to the TPH and Devon Park business combinations.

(3)Reflects an adjustment to exclude the amortization of intangible assets related to the TPH business combination.

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