PJT Partners Inc.

Previous wording

Mergers and acquisitions (“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 uncertainty and global growth. How these macroeconomic factors impact the strength of strategic activity in the intermediate term is still uncertain and while there are indications of a pickup in M&A activity, the data continues to present a mixed picture. In the second quarter of 2025, worldwide M&A announced volumes increased 33% compared with prior year, however, the number of transactions declined 1. While we expect the markets to recover to historical relationships between M&A activity and broader market benchmarks, the pace of such recovery remains unclear.

Current wording

Mergers and acquisitions (“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 uncertainty and global growth. How these macroeconomic factors impact the strength of strategic activity in the intermediate term is still uncertain and while there are indications of a pickup in M&A activity, the data continues to present a mixed picture. In the third quarter of 2025, worldwide M&A announced volumes increased 33% compared with prior year, however, the number of transactions declined 1. While we expect the markets to recover to historical relationships between M&A activity and broader market benchmarks, the pace of such recovery remains unclear.

Previous wording

Global restructuring and special situations trends remained elevated during the second quarter of 2025 due to liability management, balance sheet restructuring and bankruptcy activity. A number of factors continue to drive elevated levels of restructuring, as both corporates and financial sponsors deal with capital markets volatility, challenged business models, and changing consumer preferences. Activity during the second quarter of 2025 remains dispersed across corporates, creditors and financial sponsors as well as a broad cross section of industries and geographies, demonstrating a continued multi-year cycle of elevated activity.

Current wording

Global restructuring and special situations activity remained elevated during the third quarter of 2025 due to liability management, balance sheet restructuring and increasing bankruptcy activity. A number of factors are driving elevated levels of distress with both corporates and financial sponsors dealing with challenged business models and macroeconomic uncertainties, including the impact of tariffs. Activity remained dispersed with corporates, creditors and financial sponsors operating in certain industries across a breadth of geographies, demonstrating a continued multi-year restructuring cycle.

Previous wording

Fund placement activity remains challenging given the global macroeconomic environment, volatility in the market, an overall slowdown in 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, the demand for alternative liquidity vehicles from general partners and limited partners continues to be a driver for increased market volumes, and, despite recent market volatility we expect the environment to remain favorable in the intermediate term.

Current wording

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 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, the demand for alternative liquidity vehicles from general partners and limited partners continues to be a driver for increased activity, and, barring no major changes in the macroeconomic outlook, we expect market volumes to reach record levels.

Previous wording

1 Source: LSEG Global Mergers & Acquisitions Review for First Half of 2025 as of June 30, 2025.

Current wording

1 Source: LSEG Global Mergers & Acquisitions Review for First Nine months of 2025 as of September 30, 2025.

Previous wording

The amount and timing of the fees paid vary by the type of engagement and are typically based on retainers, 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 based fees, revenue is recognized over time as commitments are accepted. Fees for such closed-end fund arrangements are generally 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, placement 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 the constraint over variable consideration is lifted. Placement and underwriting 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.

Current wording

The amount and timing of the fees earned 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 based fees, revenue is recognized over time as commitments are accepted. Fees for such closed-end fund arrangements are generally 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, placement 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 the constraint over variable consideration is lifted. Placement and underwriting 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.

Previous wording

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 award 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.

Current wording

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 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.

Previous wording

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 compensation expense reflects our objective to retain key personnel by maintaining competitive compensation levels. It also reflects the impact of newly-hired senior professionals, including any related grants of equity awards.

Current wording

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 compensation expense reflects our objective to 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.

Previous wording

The following table sets forth our condensed consolidated results of operations for the three and six months ended June 30, 2025 and 2024:

Current wording

The following table sets forth our condensed consolidated results of operations for the three and nine months ended September 30, 2025 and 2024:

Previous wording

(1) Certain balances on the Condensed Consolidated Statements of Operations in the prior period have been reclassified to conform to their current presentation. For the three and six months ended June 30, 2024, this resulted in a reclassification of $3.3 million and $6.4 million respectively, from Other Expenses to Communications and Information Services. This reclassification had no impact on net income or Condensed Consolidated Statements of Financial Condition.

Current wording

(1) Certain balances on the Condensed Consolidated Statements of Operations in the prior period have been reclassified to conform to their current presentation. For the three and nine months ended September 30, 2024, this resulted in a reclassification of $3.3 million and $9.6 million respectively, from Other Expenses to Communications and Information Services. This reclassification had no impact on net income or Condensed Consolidated Statements of Financial Condition.

Previous wording

The following table provides revenue statistics for the three and six months ended June 30, 2025 and 2024:

Current wording

The following table provides revenue statistics for the three and nine months ended September 30, 2025 and 2024:

Previous wording

Total Revenues were $406.9 million for the three months ended June 30, 2025, an increase of $46.7 million compared with $360.2 million for the three months ended June 30, 2024. Advisory Fees were $354.5 million for the three months ended June 30, 2025, an increase of $47.4 million compared with $307.1 million for the three months ended June 30, 2024. The increase in Advisory Fees was principally due to an increase in strategic advisory revenues. Placement Fees were $43.2 million for the three months ended June 30, 2025, a decrease of $3.7 million compared with $46.9 million for the three months ended June 30, 2024. The decrease in Placement Fees was due to a decrease in fund placement revenues. Interest Income and Other was $9.1 million for the three months ended June 30, 2025, an increase of $2.9 million compared with $6.2 million for the three months ended June 30, 2024. The increase in Interest Income and Other was principally due to an increase in the fair market value of certain equity securities received as part of transaction compensation.

Current wording

Total Revenues were $447.1 million for the three months ended September 30, 2025, an increase of $120.8 million compared with $326.3 million for the three months ended September 30, 2024. Advisory Fees were $389.8 million for the three months ended September 30, 2025, an increase of $106.0 million compared with $283.8 million for the three months ended September 30, 2024. The increase in Advisory Fees was principally due to an increase in strategic advisory revenues. Placement Fees were $49.2 million for the three months ended September 30, 2025, an increase of $16.7 million compared with $32.5 million for the three months ended September 30, 2024. The increase in Placement Fees was principally due to an increase in fund placement revenues.

Previous wording

Total Revenues were $731.4 million for the six months ended June 30, 2025, an increase of $41.8 million compared with $689.6 million for the six months ended June 30, 2024. Advisory Fees were $636.7 million for the six months ended June 30, 2025, an increase of $40.9 million compared with $595.8 million for the six months ended June 30, 2024. The increase in Advisory Fees was principally due to an increase in strategic advisory revenues. Placement Fees were $79.3 million for the six months ended June 30, 2025, a decrease of $2.1 million compared with $81.4 million for the six months ended June 30, 2024. The decrease in Placement Fees was due to a decrease in fund placement revenues. Interest Income and Other was $15.5 million for the six months ended June 30, 2025, an increase of $3.0 million compared with $12.4 million for the six months ended June 30, 2024. The increase in Interest Income and Other was principally due to an increase in the fair market value of certain equity securities received as part of transaction compensation.

Current wording

Total Revenues were $1,178.5 million for the nine months ended September 30, 2025, an increase of $162.6 million compared with $1,015.9 million for the nine months ended September 30, 2024. Advisory Fees were $1,026.5 million for the nine months ended September 30, 2025, an increase of $147.0 million compared with $879.6 million for the nine months ended September 30, 2024. The increase in Advisory Fees was principally due to an increase in strategic advisory revenues. Placement Fees were $128.4 million for the nine months ended September 30, 2025, an increase of $14.6 million compared with $113.8 million for the nine months ended September 30, 2024. The increase in Placement Fees was principally due to an increase in fund placement revenues.

Previous wording

Expenses were $330.4 million for the three months ended June 30, 2025, an increase of $34.6 million compared with $295.8 million for the three months ended June 30, 2024. The increase in expenses was principally due to increases in Compensation and Benefits, Occupancy and Related and Travel and Related of $26.5 million, $2.8 million and $2.4 million, respectively. The increase in Compensation and Benefits Expense was driven by higher revenues compared with prior year, partially offset by a lower accrual rate. Occupancy and Related increased principally due to the expansion of our London and New York offices. Travel and Related increased principally due to increased business development activity and higher cost of travel.

Current wording

Expenses were $356.1 million for the three months ended September 30, 2025, an increase of $79.2 million compared with $276.9 million for the three months ended September 30, 2024. The increase in expenses was principally due to increases in Compensation and Benefits, Occupancy and Related and Travel and Related of $76.5 million, $2.5 million and $2.1 million, respectively, partially offset by a decrease in Other Expenses of $1.5 million. The increase in Compensation and Benefits Expense was driven by higher revenues compared with the prior year, partially offset by a lower accrual rate. Occupancy and Related increased due to the expansion of our global office footprint. Travel and Related increased principally due to increased business development activity and higher cost of travel. Other Expenses decreased principally due to the absence of legal reserves.

Previous wording

Expenses were $602.4 million for the six months ended June 30, 2025, an increase of $31.1 million compared with $571.3 million for the six months ended June 30, 2024. The increase in expenses was principally due to increases in Compensation and Benefits, Occupancy and Related and Travel and Related of $18.7 million, $4.5 million and $4.5 million, respectively. The increase in Compensation and Benefits Expense was driven by higher revenues compared with prior year, partially offset by a lower accrual rate. Occupancy and Related increased principally due to the expansion of our London and New York offices. Travel and Related increased principally due to increased business development activity and higher cost of travel.

Current wording

Expenses were $958.5 million for the nine months ended September 30, 2025, an increase of $110.3 million compared with $848.2 million for the nine months ended September 30, 2024. The increase in expenses was principally due to increases in Compensation and Benefits, Occupancy and Related, Travel and Related and Communications and Information Services of $95.3 million, $7.0 million, $6.5 million and $2.8 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. Occupancy and Related increased due to the expansion of our global office footprint. Travel and Related increased principally due to increased business development activity and higher cost of travel. Communications and Information Services increased principally due to continued investments in technology infrastructure and higher market data expense.

Previous wording

The Company’s Provision for Taxes for the three months ended June 30, 2025 was $15.0 million, which represents an effective tax rate of 19.7% on pretax income of $76.5 million. The Company’s Provision for Taxes for the three months ended June 30, 2024 was $11.4 million, which represents an effective tax rate of 17.7% on pretax income of $64.4 million.

Current wording

The Company’s Provision for Taxes for the three months ended September 30, 2025 was $16.0 million, which represents an effective tax rate of 17.6% on pretax income of $91.0 million. The Company’s Provision for Taxes for the three months ended September 30, 2024 was $8.3 million, which represents an effective tax rate of 16.8% on pretax income of $49.4 million.

Previous wording

The Company’s Benefit for Taxes for the six months ended June 30, 2025 was $6.5 million, which represents an effective tax rate of -5.1% on pretax income of $129.1 million. The Company’s Provision for Taxes for the six months ended June 30, 2024 was $11.9 million, which represents an effective tax rate of 10.1% on pretax income of $118.3 million.

Current wording

The Company’s Provision for Taxes for the nine months ended September 30, 2025 was $9.5 million, which represents an effective tax rate of 4.3% on pretax income of $220.0 million. The Company’s Provision for Taxes for the nine months ended September 30, 2024 was $20.2 million, which represents an effective tax rate of 12.1% on pretax income of $167.7 million.

Previous wording

Net Income Attributable to Non-Controlling Interests is calculated by multiplying the Income Before Provision (Benefit) for Taxes by the percentage allocation of the income between the holders of common units of partnership interest in PJT Partners Holdings LP (“Partnership Units”) and holders of PJT Partners Inc. Class A common stock after considering any contractual arrangements that govern the allocation of income.

Current wording

Net Income Attributable to Non-Controlling Interests is calculated by multiplying the Income Before Provision for Taxes by the percentage allocation of the income between the holders of common units of partnership interest in PJT Partners Holdings LP (“Partnership Units”) and holders of PJT Partners Inc. Class A common stock after considering any contractual arrangements that govern the allocation of income.

Previous wording

Our assets have been historically comprised of cash and cash equivalents, investments, receivables arising from advisory and placement 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 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 annual compensation may be awarded with equity-based compensation and thus requires 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.

Current wording

Our assets have been historically comprised of cash and cash equivalents, investments, receivables arising from advisory and placement 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 incentive compensation may be awarded with equity-based compensation and thus would 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.

Previous wording

We evaluate our cash needs on a regular basis. As of June 30, 2025 and December 31, 2024, we had cash, cash equivalents and short-term investments of $318.4 million and $546.8 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 funds or Treasury securities. Although we maintain multiple 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.

Current wording

We evaluate our cash needs on a regular basis. As of September 30, 2025 and December 31, 2024, we had cash, cash equivalents and short-term investments of $521.2 million and $546.8 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 funds or Treasury securities. Although we maintain multiple 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.

Previous wording

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 June 30, 2025 and December 31, 2024, total accounts receivable, net of allowance for credit losses, was $359.0 million and $320.8 million, respectively. As of June 30, 2025 and December 31, 2024, the allowance for credit losses was $5.2 million and $2.5 million, respectively. Included in Accounts Receivable, Net are long-term receivables of $98.6 million and $88.6 million as of June 30, 2025 and December 31, 2024, respectively, related to placement fees that are generally paid in installments over a period of three to four years.

Current wording

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 September 30, 2025 and December 31, 2024, total accounts receivable, net of allowance for credit losses, was $371.3 million and $320.8 million, respectively. As of September 30, 2025 and December 31, 2024, the allowance for credit losses was $4.4 million and $2.5 million, respectively. Included in Accounts Receivable, Net are long-term receivables of $87.1 million and $88.6 million as of September 30, 2025 and December 31, 2024, respectively, related to placement fees that are generally paid in installments over a period of three to four years.

Previous wording

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, commitments and strategic investments. 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.

Current wording

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 future which depends on our future financial results, which are subject to general economic, financial, competitive, legislative and regulatory factors.

Previous wording

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, 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 14. “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.

Current wording

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 employees and certain other requirements and procedures. These regulatory requirements may restrict the flow of funds to and from affiliates. See Note 14. “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.

Previous wording

For the six months ended June 30, 2025 and 2024, certain holders of Partnership Units exchanged 0.5 million and 0.3 million Partnership Units, respectively, for cash in the amounts of $81.3 million and $30.3 million, respectively.

Current wording

For the nine months ended September 30, 2025 and 2024, certain holders of Partnership Units exchanged 0.7 million and 0.4 million Partnership Units, respectively, for cash in the amounts of $114.4 million and $43.4 million, respectively.

Previous wording

During the six months ended June 30, 2025, the Company repurchased 1.3 million shares of the Company’s Class A common stock at an average price per share of $149.85, or $190.5 million in aggregate, excluding excise tax on net share repurchases, pursuant to the share repurchase program.

Current wording

During the nine months ended September 30, 2025, the Company repurchased 1.3 million shares of the Company’s Class A common stock at an average price per share of $149.85, or $190.5 million in aggregate, excluding excise tax on net share repurchases, pursuant to the share repurchase program.

Previous wording

The Company provides a guarantee to a lending institution for certain loans held by employees for investment in funds of its former Parent, which are secured by the underlying investments in those funds. As of June 30, 2025 and December 31, 2024, the amount guaranteed was $1.7 million and $2.0 million, respectively. In connection with this guarantee, we currently expect any associated risk of loss to be insignificant.

Current wording

The Company provides a guarantee to a lending institution for certain loans held by employees for investment in funds of its former Parent, which are secured by the underlying investments in those funds. As of September 30, 2025 and December 31, 2024, the amount guaranteed was $1.6 million and $2.0 million, respectively. In connection with this guarantee, we currently expect any associated risk of loss to be insignificant.

Previous wording

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 June 30, 2025 and December 31, 2024, the Company had amounts due of $33.5 million and $29.3 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.

Current wording

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 September 30, 2025 and December 31, 2024, the Company had amounts due of $34.3 million and $29.3 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.