PJT Partners Inc.

U.S. GAAP Reconciliations

The following represent additional performance measures that management uses in making resource

allocation and/or compensation decisions. These measures should not be considered substitutes for, or

superior to, financial measures prepared in accordance with GAAP.

Management believes the following non-GAAP measures, when presented together with comparable

GAAP measures, are useful to investors in understanding our company’s operating results: Adjusted Pretax

Income; Adjusted Net Income and Adjusted Net Income, If-Converted, in total and on a per-share basis

(referred to as “Adjusted EPS”). These non-GAAP measures, presented and discussed herein, remove the

impact of:

(a)Acquisition-related compensation expense;

(b)Acquisition-related intangible asset amortization and

(c)The net change to the amount our company has agreed to pay the Former Parent related to the

net realized cash benefit from certain compensation-related tax deductions.

Reconciliations of the non-GAAP measures to their most directly comparable GAAP measures and

further detail regarding the adjustments are provided below.

To help investors understand the effect of our company’s ownership structure on its Adjusted Net

Income, our company has presented Adjusted Net Income, If-Converted. This measure illustrates the impact

of taxes on Adjusted Pretax Income, assuming all Partnership Units (excluding Partnership Units that have

yet to satisfy certain market conditions) were exchanged for shares of our company’s Class A common stock,

resulting in all of our company’s income becoming subject to corporate-level tax, considering both current

and deferred income tax effects. This tax rate excludes a number of adjustments, including the tax benefits of

the adjustments for acquisition-related compensation expense and amortization expense.

APPENDIX B - U.S. GAAP RECONCILIATIONS

The following table provides a reconciliation of non-GAAP measures to their most directly

comparable GAAP measures.

(Dollars in Thousands, Except Share and Per Share Data)

1 This adjustment adds back to GAAP Pretax Income acquisition-related compensation expense for equity-based awards granted in

connection with the acquisition of deNovo Partners on October 1, 2024.

2 This adjustment adds back to GAAP Pretax Income amounts for the amortization of intangible assets that are associated with the

acquisition of PJT Capital LP on October 1, 2015, the acquisition of CamberView on October 1, 2018 and the acquisition of deNovo

Partners on October 1, 2024.

3 This adjustment adds back to GAAP Pretax Income the net change to the amount our company has agreed to pay the Former

Parent related to the net realized cash benefit from certain compensation-related tax deductions.

4 Represents taxes on Adjusted Pretax Income, considering both current and deferred income tax effects for the current ownership

structure.

5 Represents taxes on Adjusted Pretax Income, assuming all Partnership Units (excluding Partnership Units that have yet to satisfy

market conditions) have been exchanged for shares of our company’s Class A common stock, resulting in all of our company’s

income becoming subject to corporate-level tax, considering both current and deferred income tax effects. This tax rate excludes a

number of adjustments, including the tax benefits of the adjustments for acquisition-related compensation expense and

amortization expense.

APPENDIX B - U.S. GAAP RECONCILIATIONS

The following table provides a summary of weighted-average shares outstanding for the year ended

December 31, 2024 and 2023 for both basic and diluted shares. The table also provides a reconciliation to If-

Converted Shares Outstanding assuming that all Partnership Units (excluding Partnership Units that have yet

to satisfy certain market conditions) and unvested PJT Partners Inc. RSUs were converted to shares of our

company’s Class A common stock:

As of December 31, 2024, in relation to awards granted containing both service and market

conditions, our company had achieved a dividend adjusted 20-day volume-weighted average share price of

our company's Class A common stock in excess of the final $130 market condition. Cumulatively, 2.5 million

share equivalents were included in our company's fully-diluted share count, of which 1.0 million had satisfied

both service and market conditions, with the remaining 1.5 million vesting pursuant to ongoing service

conditions.

1 Represents the dilutive impact under the treasury method of unvested RSUs that have a remaining service requirement.

2 Represents the number of shares assuming the conversion of vested Partnership Units, the dilutive impact of unvested Partnership

Units with a remaining service requirement, and the dilutive impact of Partnership Units that achieved certain market conditions as if

those conditions were achieved as of the beginning of the reporting period.

3 Represents the number of shares assuming the conversion of all Partnership Units, including Partnership Units that achieved certain

market conditions as of the date those conditions were achieved.