Perella Weinberg Partners

Previous wording

For further information regarding our business, refer to “Part I. Item 1. Business” and “Part I. Item1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on February 23, 2024.

Current wording

For further information regarding our business, refer to “Part I. Item 1. Business” and “Part I. Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on February 27, 2025.

Previous wording

Prior to the Merger, the amortization expense for certain equity-based awards granted by Professional Partners was allocated fully to non-controlling interests. As a result of the Merger, these awards are considered granted by PWP OpCo and PWP OpCo as a whole bears the cost of the cash settlement feature of the awards, which was added in conjunction with the Merger. As a result, subsequent to the Merger, the Company allocates the costs associated with these awards between Perella Weinberg Partners and non-controlling interests in proportion to their ownership interests, which is consistent with the allocation of the other profit and loss activity of PWP OpCo.

Current wording

Prior to the Merger, the amortization expense for certain equity-based awards granted by Professional Partners was allocated fully to non-controlling interests. As a result of the Merger, these awards were considered granted by PWP OpCo and PWP OpCo as a whole bore the cost of the cash settlement feature of the awards, which was added in conjunction with the Merger. As a result, subsequent to the Merger, the Company allocated the costs associated with these awards between Perella Weinberg Partners and non-controlling interests in proportion to their ownership interests, which is consistent with the allocation of the other profit and loss activity of PWP OpCo.

Previous wording

Non-operating income (expenses) includes the impact of income and expense items that we consider to be non-operational in nature, which typically includes related party income, interest income and expense, and other non-operating gains (losses), including the impact of foreign exchange rate fluctuations.

Current wording

Non-operating income (expenses) includes the impact of income and expense items that we consider to be non-operational in nature, which typically includes interest income and expense and other non-operating gains (losses), including the impact of foreign exchange rate fluctuations.

Previous wording

Non-controlling interests represent the ownership interests in PWP OpCo held by holders other than Perella Weinberg Partners, which are current and former working partners. Profits and losses of PWP OpCo are allocated to the non-controlling interests in proportion to their ownership interest regardless of their basis, with an exception for certain equity-based compensation expense which was fully attributed to non-controlling interests prior to the Merger.

Current wording

Non-controlling interests represent the ownership interests in PWP OpCo held by holders other than Perella Weinberg Partners, which are current and former working partners. Profits and losses of PWP OpCo are allocated to the non-controlling interests in proportion to their ownership interest regardless of their basis, with an exception for certain equity-based compensation expense which was fully allocated to non-controlling interests prior to the Merger.

Previous wording

The following table provides revenue statistics for the three and nine months ended September 30, 2024 and 2023:

Current wording

The following table provides revenue statistics for the three months ended March 31, 2025 and 2024:

Previous wording

Revenues were $278.2 million for the three months ended September 30, 2024 as compared with $139.0 million for the three months ended September 30, 2023, representing an increase of 100%. The increase was attributable to increased mergers and acquisition and financing and capital solutions activity, driven by larger transactions and related fee events across the business.

Current wording

Revenues were $211.8 million for the three months ended March 31, 2025 as compared to $102.1 million for the three months ended March 31, 2024, representing an increase of 107%. The increase was attributable to increased mergers and acquisition and financing and capital solutions activity, driven by larger transactions and related fee events across the business.

Previous wording

For the three months ended September 30, 2024, non-operating income was $0.5 million compared with non-operating income of $2.8 million for the three months ended September 30, 2023. In the current period, non-operating income included interest income almost fully offset by a net loss from foreign exchange rate fluctuations. Non-operating income for the three months ended September 30, 2023 included interest income and a net gain from foreign exchange rate fluctuations, partially offset by a $1.25 million charge from a previously reported settlement reached with the staff of the SEC relating to recordkeeping of business communications on “off-channel” messaging applications (the “Settlement”). For both periods, the impact of foreign exchange rate fluctuations was largely related to U.S. dollar-denominated cash and intercompany receivables held by our foreign subsidiaries.

Current wording

For the three months ended March 31, 2025, non-operating income was $0.2 million compared to non-operating income of $2.7 million for the three months ended March 31, 2024. In the current period, non-operating income included interest income, which was substantially offset by a net loss from foreign exchange rate fluctuations. Non-operating income in the prior year period primarily included interest income and a net gain from foreign exchange rate fluctuations. For both periods, the impact of foreign exchange rate fluctuations was largely related to U.S. dollar-denominated cash and intercompany receivables held by our foreign subsidiaries.

Previous wording

The Company’s income tax expense and effective tax rate were $7.5 million and 20.7%, respectively, for the three months ended September 30, 2024 compared to an income tax benefit and effective tax rate of $(0.2) million and 0.8%, respectively, for the three months ended September 30, 2023. The change in the effective tax rate was primarily due to the relative size of our permanent differences in relation to the pre-tax income (loss) in the respective periods and also included the recognition of tax benefits associated with the appreciation in our share price upon vesting of RSUs above the original grant price during the three months ended September 30, 2024.

Current wording

The Company’s income tax benefit and effective tax rate were $(9.5) million and (79.6)%, respectively, for the three months ended March 31, 2025 compared to an income tax expense and effective tax rate of $19.1 million and (37.5)%, respectively, for the three months ended March 31, 2024. The change in the effective tax rate was primarily due to the relative size of our permanent differences in relation to the pre-tax income (loss) in the respective periods. In addition, the Company recognized a $12.5 million tax benefit associated with the appreciation in our share price upon vesting of RSUs above the original grant price during the three months ended March 31, 2025 versus $1.6 million in the prior period.

Previous wording

We regularly monitor our liquidity position, including cash and cash equivalents, working capital assets and liabilities, commitments and other liquidity requirements. Our primary sources of liquidity are generally our cash and cash equivalent balances, investments in short-term marketable debt securities, the net cash generated from operations, and the available borrowing capacity under our Revolving Credit Facility. Our primary cash needs are for working capital, operating expenses (including cash compensation for our employees), repurchasing shares of the Company’s Class A common stock, withholding tax payments for vested PWP Incentive Plan Awards, cash-settled exchanges of PWP OpCo Units, income taxes, dividends and distributions, capital expenditures, making payments pursuant to the tax receivable agreement, commitments, and strategic investments. We generally pay a significant portion of our annual cash incentive compensation during the first quarter of each calendar year with respect to the prior year’s results. Therefore, levels of cash and cash equivalents and/or investments in short-term marketable debt securities generally decline during the first quarter and build over the remainder of the year.

Current wording

We regularly monitor our liquidity position, including cash and cash equivalents, working capital assets and liabilities, commitments and other liquidity requirements. Our primary sources of liquidity are generally our cash and cash equivalent balances, investments in short-term marketable debt securities, the net cash generated from operations, and the available borrowing capacity under our Revolving Credit Facility. Our primary cash needs are typically for working capital, operating expenses (including cash compensation for our employees), repurchasing shares of the Company’s Class A common stock, withholding tax payments for vested PWP Incentive Plan Awards, cash-settled exchanges of PWP OpCo Units, income taxes, dividends and distributions, capital expenditures, making payments pursuant to the tax receivable agreement, commitments, and strategic investments. We generally pay a significant portion of our annual cash incentive compensation during the first quarter of each calendar year with respect to the prior year’s results. Therefore, levels of cash and cash equivalents and/or investments in short-term marketable debt securities generally decline during the first quarter and build over the remainder of the year.

Previous wording

Our current assets are primarily composed of cash and cash equivalents, investments in short-term marketable securities, receivables related to fees earned from providing advisory services, certain prepaid expenses and certain amounts due from related parties. Our current liabilities are primarily composed of accrued employee compensation, accounts payable and other accrued expenses. Cash and cash equivalents include cash held at banks, including interest-bearing money market accounts, and short-term highly liquid investments that have original maturities of three months or less from the date of purchase. We had cash balances of $240.1 million and $247.2 million as of September 30, 2024 and December 31, 2023, respectively, and cash equivalents of $20.1 million as of September 30, 2024, which included investments in U.S. Treasury securities. As of December 31, 2023, we held no cash equivalents. Additionally, as of September 30, 2024 and December 31, 2023, the Company held U.S. Treasury securities of $74.9 million and $91.2 million, respectively, which were classified as Investments in short-term marketable debt securities within the condensed consolidated financial statements.

Current wording

Our current assets are typically composed of cash and cash equivalents, investments in short-term marketable debt securities, receivables related to fees earned from providing advisory services, certain prepaid expenses and certain amounts due from related parties. Our current liabilities are primarily composed of accrued employee compensation, accounts payable and other accrued expenses. Cash and cash equivalents include cash held at banks, including interest-bearing money market accounts, and any short-term highly liquid investments that have original maturities of three months or less from the date of purchase. We had cash balances of $111.2 million with no cash equivalents as of March 31, 2025. As of December 31, 2024, our cash and cash equivalents totaled $331.6 million, which included $20.2 million of cash equivalents in the form of investments in U.S. Treasury securities. Additionally, as of December 31, 2024, the Company held U.S. Treasury securities of $75.8 million, which were classified as Investments in short-term marketable debt securities within the condensed consolidated financial statements.

Previous wording

Our liquidity is highly dependent upon cash receipts from clients, which generally require the successful completion of transactions. Accounts receivable typically have net terms of 30 days. Accounts receivable, net of allowance for credit losses were $87.5 million and $47.8 million as of September 30, 2024 and December 31, 2023, respectively.

Current wording

Our liquidity is highly dependent upon cash receipts from clients, which generally require the successful completion of transactions. Accounts receivable typically have net terms of 30 days. Accounts receivable, net of allowance for credit losses, were $46.6 million and $73.3 million as of March 31, 2025 and December 31, 2024, respectively.

Previous wording

During the second quarter of 2024, we paid or accrued a combined $86.6 million in settlement of ACUs in connection with the Vesting Acceleration. Refer to Note 11—Equity-Based Compensation in the notes to the condensed consolidated financial statements for further information regarding the Vesting Acceleration. Also during the second quarter of 2024, we elected to settle exchanges of certain PWP OpCo Units and corresponding shares of Class B common stock for $19.5 million in cash.

Current wording

During the first quarter of 2025, we elected to settle exchanges of certain PWP OpCo Units and corresponding shares of Class B common stock for $28.3 million in cash. We also repurchased 749,432 shares at an average price per share of $19.27 pursuant to our share repurchase program.

Previous wording

Based on current market conditions, we believe that our cash on hand, cash equivalents, investments in short-term marketable debt securities, net cash generated from operations, and the available borrowing capacity under our Revolving Credit Facility will be sufficient to meet our operating needs and commitments for the next twelve months; however, if these sources of liquidity are not sufficient, we may seek additional debt or equity financing.

Current wording

Based on current market conditions, we believe that our cash on hand, net cash generated from operations, and the available borrowing capacity under our Revolving Credit Facility will be sufficient to meet our operating needs and commitments for the next twelve months; however, if these sources of liquidity are not sufficient, we may seek additional debt or equity financing.

Previous wording

Operating activities resulted in a net cash outflow of $12.5 million primarily attributable to cash operating expense outflows, including discretionary bonuses paid during the first quarter of 2023 with respect to prior year compensation expense, partially offset by cash collections from clients.

Current wording

Operating activities resulted in a net cash outflow of $176.5 million primarily attributable to cash operating expense outflows, including discretionary bonuses paid during the first quarter of 2025 with respect to prior year compensation expense, partially offset by cash collections from clients.

Previous wording

Investing activities resulted in a net cash inflow of $0.6 million attributable to the maturation of investments in U.S. Treasury securities, which was almost fully offset by the purchase of additional investments and capital expenditures related to office space renovations.

Current wording

Investing activities resulted in a net cash inflow of $73.9 million attributable to the maturation of investments in U.S. Treasury securities, which was nominally offset by capital expenditures related to office space renovations.

Previous wording

Financing activities resulted in a net cash outflow of $74.4 million primarily due to withholding tax payments for vested PWP Incentive Plan Awards and equity-classified ACUs, the cash settlement of exchanges of PWP OpCo Units, share repurchases, dividend payments, and distributions to partners, all of which was partially offset by the issuance of 5,750,000 shares of Class A common stock for net proceeds of $66.0 million.

Current wording

Financing activities resulted in a net cash outflow of $120.8 million primarily due to withholding tax payments for vested PWP Incentive Plan Awards, the cash settlement of exchanges of PWP OpCo Units, share repurchases, and dividend payments.

Previous wording

Operating activities resulted in a net cash inflow of $83.9 million primarily attributable to cash collections from clients partially offset by an overall increase in client receivables and by cash operating expense outflows, including the settlement of liability-classified ACUs during the second quarter and discretionary bonuses paid during the first quarter of 2024 with respect to prior year compensation expense.

Current wording

Operating activities resulted in a net cash outflow of $206.3 million primarily attributable to cash operating expense outflows, including discretionary bonuses paid during the first quarter of 2024 with respect to prior year compensation expense, partially offset by cash collections from clients.

Previous wording

Investing activities resulted in a net cash inflow of $26.3 million largely attributable to the maturation of investments in U.S. Treasury securities, net of additional investments in U.S. Treasury securities as well as capital expenditures related to office space renovations.

Current wording

Investing activities resulted in a net cash inflow of $82.7 million largely attributable to the maturation of investments in U.S. Treasury securities, partially offset by capital expenditures related to office space renovations.

Previous wording

Our board of directors approved a stock repurchase program under which we are authorized to repurchase up to $200.0 million of our Class A common stock with no requirement to purchase any minimum number of shares. During the nine months ended September 30, 2024, we repurchased 1,000,000 founder shares at a purchase price of $15.00 per share. As of September 30, 2024, $93.8 million remains of the $200.0 million authorized for share repurchases.

Current wording

Our board of directors approved a stock repurchase program under which we are authorized to repurchase up to $200.0 million of our Class A common stock with no requirement to purchase any minimum number of shares. As of March 31, 2025, $79.4 million remains of the $200.0 million authorized for share repurchases.

Previous wording

In accordance with the limited partnership agreement of PWP OpCo, holders of PWP OpCo Units (other than the Company) may exchange these units for (i) shares of Class A common stock on a one-for-one basis or (ii) cash from an offering of shares of Class A common stock and (iii) subsequent to the Merger, cash from any other source. Whether future exchanges are settled in cash or shares of Class A common stock is at our option and will depend on our liquidity and capital resources, market conditions, the timing and concentration of exchange elections and other factors. See Note 9—Stockholders’ Equity and Redeemable Non-Controlling Interests in the notes to the condensed consolidated financial statements included elsewhere in the Form 10-Q for further information.

Current wording

In accordance with the limited partnership agreement of PWP OpCo, holders of PWP OpCo Units (other than the Company) may exchange these units for (i) shares of Class A common stock on a one-for-one basis or (ii) cash from an offering of shares of Class A common stock and (iii) subsequent to the Merger, cash from any other source. Whether future exchanges are settled in cash or shares of Class A common stock is at our discretion and will depend on our liquidity and capital resources, market conditions, the timing and concentration of exchange elections and other factors. See Note 9—Stockholders’ Equity and Redeemable Non-Controlling Interests in the notes to the condensed consolidated financial statements included elsewhere in the Form 10-Q for further information.

Previous wording

As of September 30, 2024, we had an amount due of $46.2 million pursuant to the tax receivable agreement, which represents management’s best estimate of the amounts currently expected to be owed in connection with the tax receivable agreement for the Business Combination and subsequent exchanges made to date. See Note 15—Related Party Transactions in the notes to the condensed consolidated financial statements included elsewhere in the Form 10-Q for further information as well as the expected timing of payments.

Current wording

As of March 31, 2025, we had an amount due of $65.5 million pursuant to the tax receivable agreement, which represents management’s best estimate of the amounts currently expected to be owed in connection with the tax receivable agreement for the Business Combination and subsequent exchanges made to date. See Note 15—Related Party Transactions in the notes to the condensed consolidated financial statements included elsewhere in the Form 10-Q for further information as well as the expected timing of payments.

Previous wording

We have various non-cancelable operating leases for our office space and certain equipment. As of September 30, 2024, we had $188.4 million of operating lease liabilities. See Note 4—Leases in the notes to condensed consolidated financial statements included elsewhere in this Form 10-Q for further information as well as the expected timing of payments.

Current wording

We have various non-cancelable operating leases for our office space and certain equipment. As of March 31, 2025, we had $185.5 million of operating lease liabilities. See Note 4—Leases in the notes to condensed consolidated financial statements included elsewhere in this Form 10-Q for further information as well as the expected timing of payments.

Previous wording

When we invest our excess cash, we manage our credit risk exposure by holding investments primarily with investment grade credit quality. As of September 30, 2024, the Company held investments of $95.0 million in U.S. Treasury securities with maturities of less than 12 months. Of this amount, $20.1 million is presented in Cash and cash equivalents and $74.9 million is presented in Investments in short-term marketable debt securities on the Condensed Consolidated Statements of Financial Condition.

Current wording

When we invest our excess cash, we manage our credit risk exposure by holding investments primarily with investment grade credit quality.

Previous wording

We are exposed to exchange rate risk as a result of having foreign subsidiaries with non-U.S. dollar functional currencies as well as from entering into transactions and holding monetary assets and liabilities that are not denominated in the functional currency of its operating subsidiaries. Specifically, the reported amounts in our consolidated financial statements may be affected by movements in the rate of exchange between the pound sterling, euro, and Canadian dollar and our reporting currency, the U.S. dollar. For the nine months ended September 30, 2024 and 2023, the net impact of non-functional currency related transaction gains (losses) recorded in Other income (expense) on our Condensed Consolidated Statements of Operations was $(2.4) million and $(0.3) million, respectively, primarily related to U.S. dollar-denominated cash and intercompany receivables held by our foreign subsidiaries as the strength of the U.S. dollar fluctuated. For the nine months ended September 30, 2024 and 2023, the net impact from the fluctuation of foreign currencies recorded in Foreign currency translation gain (loss) on our Condensed Consolidated Statements of Comprehensive Income (Loss) was $2.5 million and $0.7 million, respectively. We have not entered into any transactions to hedge our exposure to these foreign currency fluctuations using derivative instruments or other methods but may do so if we deem appropriate in the future. As of September 30, 2024, we held cash balances of $29.8 million in non-U.S. dollar currencies, composed of pound sterling, euros, and Canadian dollars.

Current wording

We are exposed to exchange rate risk as a result of having foreign subsidiaries with non-U.S. dollar functional currencies as well as from entering into transactions and holding monetary assets and liabilities that are not denominated in the functional currency of its operating subsidiaries. Specifically, the reported amounts in our consolidated financial statements may be affected by movements in the rate of exchange between the pound sterling, euro, and Canadian dollar and our reporting currency, the U.S. dollar. For the three months ended March 31, 2025 and 2024, the net impact of non-functional currency related transaction gains (losses) recorded in Other income (expense) on our Condensed Consolidated Statements of Operations was $(1.8) million and $0.5 million, respectively, primarily related to U.S. dollar-denominated cash and intercompany receivables held by our foreign subsidiaries as the strength of the U.S. dollar fluctuated. For the three months ended March 31, 2025 and 2024, the net impact from the fluctuation of foreign currencies recorded in Foreign currency translation gain (loss) on our Condensed Consolidated Statements of Comprehensive Income (Loss) was $2.8 million and $(1.2) million, respectively. We have not entered into any transactions to hedge our exposure to these foreign currency fluctuations using derivative instruments or other methods but may do so if we deem appropriate in the future. As of March 31, 2025, we held cash balances of $26.9 million in non-U.S. dollar currencies, composed of pound sterling, euros, and Canadian dollars.