PJT Partners Inc.

APPENDIX B

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 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 our 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, 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 in prior year periods that had yet to satisfy certain 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, but not limited to, the tax benefits of acquisition-related compensation expense and amortization expense.

Appendix B

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

4 Represents taxes on Adjusted Pretax Income, assuming all Partnership Units (excluding the unvested Partnership Units in prior year periods that had 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, but not limited to, the tax benefits of acquisition-related compensation expense and amortization expense.

Appendix B

The following table provides a summary of weighted-average shares outstanding for the year ended December 31, 2025 and 2024 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 in prior year periods that had yet to satisfy certain market conditions) and unvested PJT Partners Inc. restricted stock units ("RSUs") were converted to shares of our company’s Class A common stock:

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

2 Represents the dilutive impact, assuming the conversion of vested Partnership Units, unvested Partnership Units with a remaining service requirement, and 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.

Proxy Card