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Perella Weinberg Partners

For the period ended Sep 30, 2024. Filed Nov 12, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 12, 2024

PWP$14.40+5.3%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Amendment to the PWP OpCo LPA

On November 6, 2024 (the “Effective Date”), the Second Amended and Restated Agreement of Limited Partnership of PWP Holdings LP (“PWP OpCo”), dated as of April 1, 2024 (the “PWP OpCo LPA”), was amended by the First Amendment to the PWP OpCo LPA (the “PWP OpCo LPA Amendment”).

Pursuant to the PWP OpCo LPA Amendment, the Partnership Unit Designation of the Series A PI Units (as defined below) (the “PUD”) was attached as Exhibit F to the PWP OpCo LPA. The PUD provides for the issuance of a new class of partnership profits interests in PWP OpCo (the “Series A PI Units”), pursuant to which holders of Series A PI Units, if any, may receive an annual allocation and corresponding distribution from the profits of PWP OpCo upon the terms and conditions set forth in the applicable Series A PI Unit Award Agreement (the “Award Agreement”).

On the Effective Date, the Compensation Committee of the Company’s Board of Directors and PWP GP LLC, in its capacity as the general partner of PWP OpCo, approved the form of Award Agreement. The Award Agreement provides that any recipient will be eligible to receive an annual allocation and corresponding distribution from the profits of PWP OpCo equal to a percentage of the revenue earned by PWP OpCo for each applicable period in which the Series A PI Units remain outstanding, as specified in the applicable Award Agreement and only to the extent there are sufficient profits; provided that the recipient remains an active professional through, and has not given or received a notice of termination as of, the actual distribution date.

The foregoing description of the PWP OpCo LPA Amendment, the PUD and the Award Agreement does not purport to be complete and is qualified in its entirety by the full texts of the PWP OpCo LPA Amendment and the PUD, copies of which are attached hereto as Exhibit 10.1 and incorporated herein by reference, and the full text of the Award Agreement, the form of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Insider Trading Arrangements and Policies

On August 6, 2024, Red Hook Capital LLC (“Red Hook”)adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 842,621 shares of the Company’s common stock. Peter Weinberg, Chairman of our Board of Directors, has shared voting and dispositive power over Red Hook through his shared control of Rosedale Partner LLC, the sole member of Red Hook. The plan’s maximum duration is until August 1, 2025.

During the three months ended September 30, 2024, no other director or officer of the Company adopted, modified orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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