PJT Partners Inc.

Previous wording

Mergers and acquisitions (“M&A”) is a cyclical business that is impacted by macroeconomic conditions. In the first half of 2026, worldwide announced M&A volumes increased meaningfully compared with the first half of 2025, though the improvement was more modest when looking at annualized volumes relative to full-year 2025 activity levels. Several factors influence the intermediate-term outlook, including monetary policy, global trade policy, elevated economic and geopolitical tension, technological and artificial intelligence disruption, and global growth trends, and how these factors will shape the strength of strategic activity remains unclear. As we look ahead, the broader capital markets and M&A environment continues to be favorable for deal making; market sentiment, however, can change quickly.

Current wording

Mergers and acquisitions (“M&A”) is a cyclical business that is impacted by macroeconomic conditions. In the first nine months of 2026, worldwide announced M&A volumes increased meaningfully compared with the first nine months of 2025, though the improvement was more modest when looking at annualized volumes relative to full-year 2025 activity levels. Several factors influence the intermediate-term outlook, including monetary policy, global trade policy, elevated economic and geopolitical tension, technological and artificial intelligence disruption, and global growth trends, and how these factors will shape the strength of strategic activity remains unclear. As we look ahead, the broader capital markets and M&A environment continues to be favorable for deal making; market sentiment, however, can change quickly.

Previous wording

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

Current wording

Global restructuring and special situations activity remained elevated both during the third quarter and for the first nine months of 2026 due to liability management, balance sheet restructuring, and bankruptcy activity. Continued macroeconomic issues, challenged business models, technological disruption, and stress in private credit markets are driving activity with corporates, financial sponsors and creditors. Global distressed opportunities remain dispersed across a breadth of geographies and industries.

Previous 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 remain discerning in their deployment of capital for both existing and new fund manager relationships. Investors continue to focus on existing relationships and, as a result, the bar for fund managers to attract new investors remains high. As it relates to private capital solutions, the demand for alternative liquidity vehicles from both general partners and limited partners continues to be a driver for increased activity, and, barring no major changes in the macroeconomic outlook, we expect the market volumes to remain favorable in the intermediate term.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

The following table provides revenue statistics for the three and nine months ended September 30, 2026 and 2025:

Previous wording

Total Revenues were $904.5 million for the six months ended June 30, 2026, an increase of $173.1 million compared with $731.4 million for the six months ended June 30, 2025. The increase in Revenues was due to increases in strategic advisory, private capital solutions, and restructuring revenues.

Current wording

Total Revenues were $385.1 million for the three months ended September 30, 2026, a decrease of $62.0 million compared with $447.1 million for the three months ended September 30, 2025. The decrease in Revenues was due to decreases in strategic advisory, restructuring, and private capital solutions revenues, partially offset by an increase in primary fundraising revenues.

Previous wording

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

Current wording

Total Revenues were $1,289.6 million for the nine months ended September 30, 2026, an increase of $111.1 million compared with $1,178.5 million for the nine months ended September 30, 2025. The increase in Revenues was due to increases in strategic advisory, restructuring, and private capital solutions revenues.

Previous wording

Expenses were $722.0 million for the six months ended June 30, 2026, an increase of $119.7 million compared with $602.4 million for the six months ended June 30, 2025. The increase in expenses was due to increases in Compensation and Benefits, Travel and Related, Professional Fees, Occupancy and Related, Communications and Information Services, and Depreciation and Amortization of $107.9 million, $3.9 million, $3.0 million, $2.7 million, $2.0 million, and $1.8 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. The increase in Non-Compensation Expense was principally driven by: (i) Expansion of our global office footprint and the associated build-out, which resulted in increased Occupancy and Related, and Depreciation and Amortization expense, respectively; (ii) Elevated business-related activity and higher travel costs, which resulted in increased Travel and Related expense; (iii) Higher senior advisor expenses, which resulted in increased Professional Fees; and (iv) Continued investments in technology infrastructure and higher market data expense, which resulted in increased Communications and Information Services expense.

Current wording

Expense was driven by the combination of lower revenues and a lower accrual rate compared with the prior year. The increases in Non-Compensation Expense were driven by: (i) continued investments in technology infrastructure and higher market data expense, which resulted in increased Communications and Information Services expense; (ii) expansion of our global office footprint and the associated build-out, which resulted in increased Occupancy and Related, and Depreciation and Amortization expense, respectively; and (iii) elevated business-related activity and higher travel costs, which resulted in increased Travel and Related expense.

Previous wording

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

Current wording

Expenses were $1,038.3 million for the nine months ended September 30, 2026, an increase of $79.8 million compared with $958.5 million for the nine months ended September 30, 2025. The increase in expenses was primarily due to increases in Compensation and Benefits, Travel and Related, Communications and Information Services, Occupancy and Related, and Depreciation and Amortization of $62.9 million, $4.9 million, $4.7 million, $3.3 million, and $2.6 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. The increases in Non-Compensation Expense were driven by: (i) expansion of our global office footprint and the associated build-out, which resulted in increased Occupancy and Related, and Depreciation and Amortization expense, respectively; (ii) elevated business-related activity and higher travel costs, which resulted in increased Travel and Related expense; and (iii) continued investments in technology infrastructure and higher market data expense, which resulted in increased Communications and Information Services expense.

Previous wording

The Company’s Provision for Taxes for the three months ended June 30, 2026 was $20.8 million, which represents an effective tax rate of 20.4% on pretax income of $102.1 million. 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.

Current wording

The Company’s Provision for Taxes for the three months ended September 30, 2026 was $12.8 million, which represents an effective tax rate of 18.6% on pretax income of $68.8 million. 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.

Previous wording

The Company’s Provision for Taxes for the six months ended June 30, 2026 was $11.9 million, which represents an effective tax rate of 6.5% on pretax income of $182.5 million. 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 increase in the effective tax rate was principally due to a reduced tax benefit related to the delivery of vested shares at a value in excess of their amortized cost.

Current wording

The Company’s Provision for Taxes for the nine months ended September 30, 2026 was $24.7 million, which represents an effective tax rate of 9.8% on pretax income of $251.3 million. 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 increase in the effective tax rate was principally due to a reduced tax benefit related to the delivery of vested shares at a value in excess of their amortized cost.

Previous wording

Our assets have been historically comprised of cash and cash equivalents, investments, receivables arising from client 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 would therefore require less cash. We expect levels of cash to decline at the end of the year and during the first quarter of each year after incentive compensation is paid to our employees, and then we expect cash to build throughout the remainder of the year.

Current wording

Our assets have been historically comprised of cash and cash equivalents, investments, receivables arising from client 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 would therefore require less cash. We expect levels of cash to decline at the end of the year and during the first quarter of each year after incentive compensation is paid to our employees, and then we expect cash, cash equivalents, and short-term investments to build throughout the remainder of the year.

Previous wording

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

Current wording

On July 29, 2024, PJT Partners Holdings LP, as borrower (the “Borrower”), entered into a syndicated revolving credit agreement (the “Credit Agreement”) and related documents with Bank of America, N.A., as the administrative agent (the “Administrative Agent”), and certain other financial institutions party thereto as lenders. The Credit Agreement provides for a revolving credit facility with an aggregate principal amount of up to $100.0 million. On July 28, 2026, the maturity date of the Credit Agreement was extended, by amendment, to January 29, 2027, with all other material terms remaining the same. On November 2, 2026, the Borrower entered into an Amended and Restated Credit Agreement (the “Amendment and Restatement”) and related documents with the Administrative Agent, and certain other financial institutions party thereto as lenders. The Amendment and Restatement amends and restates in its entirety the terms of the Credit Agreement and provides for a revolving credit facility with an aggregate principal amount of up to $100.0 million and extends the maturity date to November 2, 2029. Further information regarding the Credit Agreement and the Amendment and Restatement can be found in Note 12. “Commitments and Contingencies—Commitments, Line of Credit” in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements” of this filing. As of September 30, 2026 and December 31, 2025, we were in compliance with the debt covenants under the Credit Agreement. Additionally, as of September 30, 2026 and December 31, 2025, there were no borrowings outstanding under the Credit Agreement.

Previous wording

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

Current wording

We evaluate our cash needs on a regular basis. As of September 30, 2026 and December 31, 2025, we had cash, cash equivalents, and short-term investments of $766.5 million and $585.8 million, respectively. The vast majority of these balances are either held in institutions labeled by the Financial Stability Board as global systemically important banks, money market funds, or Treasury securities. Although we maintain banking relationships with both global and regional banks and actively monitor the financial stability of such institutions, a failure at any institution where we maintain a banking relationship could impact our liquidity.

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, 2026 and December 31, 2025, total accounts receivable, net of allowance for credit losses, was $394.5 million and $404.3 million, respectively. As of June 30, 2026 and December 31, 2025, the allowance for credit losses was $1.4 million and $1.6 million, respectively. Included in Accounts Receivable, Net are long-term receivables of $92.0 million and $96.1 million as of June 30, 2026 and December 31, 2025, respectively, 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, 2026 and December 31, 2025, total accounts receivable, net of allowance for credit losses, was $325.9 million and $404.3 million, respectively. As of September 30, 2026 and December 31, 2025, the allowance for credit losses was $0.9 million and $1.6 million, respectively. Included in Accounts Receivable, Net are long-term receivables of $94.7 million and $96.1 million as of September 30, 2026 and December 31, 2025, respectively, that are generally paid in installments over a period of three to four years.

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 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 13. “Regulated Entities” in the “Notes to Condensed Consolidated Financial Statements” in

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 13. “Regulated Entities” in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements” of this filing for further information. The licenses under which we operate are meant to be appropriate to conduct our business. We actively monitor our regulatory capital base and we believe that we provide each of these entities with sufficient capital and liquidity, consistent with their business and regulatory requirements.

Previous wording

For the six months ended June 30, 2026 and 2025, certain holders of Partnership Units exchanged 1.0 million and 0.5 million Partnership Units, respectively, for cash in the amounts of $158.6 million and $81.3 million, respectively.

Current wording

For the nine months ended September 30, 2026 and 2025, certain holders of Partnership Units exchanged 1.1 million and 0.7 million Partnership Units, respectively, for cash in the amounts of $169.4 million and $114.4 million, respectively.

Previous wording

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

Current wording

On April 28, 2026, the Company announced that the Board of Directors has authorized an $800.0 million Class A common stock repurchase program, which replaced the then-existing $500.0 million repurchase program announced on February 6, 2024. As of September 30, 2026, our remaining repurchase authorization was $739.4 million. Under the repurchase program, which has no expiration date, shares of the Company’s Class A common stock may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of shares repurchased depend on a variety of factors, including economic and market conditions, price, and legal requirements. The repurchase program may be suspended or discontinued at any time.

Previous wording

During the six months ended June 30, 2026, the Company repurchased 0.8 million shares of the Company’s Class A common stock at a volume-weighted average price per share of $150.29, or $114.5 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, 2026, the Company repurchased 0.9 million shares of the Company’s Class A common stock at a volume-weighted average price per share of $150.56, or $134.7 million in aggregate, excluding excise tax on net share repurchases, pursuant to the share repurchase program.

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, 2026 and December 31, 2025, the Company had contractual obligations of $36.0 million and $30.3 million, respectively, pursuant to the tax receivable agreement, which represent management’s best estimate of the amounts currently expected to be owed in connection with the tax receivable agreement. Actual payments may differ significantly from estimated amounts due.

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, 2026 and December 31, 2025, the Company had contractual obligations of $36.4 million and $30.3 million, respectively, pursuant to the tax receivable agreement, which represent management’s best estimate of the amounts currently expected to be owed in connection with the tax receivable agreement. Actual payments may differ significantly from estimated amounts due.