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Perella Weinberg Partners

For the period ended Jun 30, 2026. Filed Jul 31, 2026.

View on SEC.gov

About this filing

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.

Jun 30, 2026 · Filed Jul 31, 2026

PWP$13.68+1.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-01.

0001777835-26-000042

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-07-31.

0001777835-26-000074

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 76 previous paragraphs and 81 current paragraphs.

54 unchanged; 20 reworded; 6 added; 2 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (6)

Current report

Revenues were $156.5 million for the three months ended June 30, 2026 as compared to $155.3 million for the three months ended June 30, 2025, an increase of 1%. In the current period, higher mergers and acquisitions activity, driven by an increase in the number of related fee events, was partially offset by decreased financing and capital solutions activity.

Current report

For the three months ended June 30, 2026, total compensation and benefits expenses were $115.9 million, an increase of 7% compared to $108.3 million for the three months ended June 30, 2025. The increase was primarily the result of a higher non-bonus compensation base, reflecting the impact of recent investments in new hires. It also reflected Business Realignment costs, including separation and transition benefits and the accelerated amortization of equity-based awards.

Current report

For the three months ended June 30, 2026, total non-compensation expenses were $35.6 million, a decrease of 6% compared to $38.0 million for the three months ended June 30, 2025. The decrease was primarily driven by lower professional fees due to litigation insurance recoveries in excess of previous estimates, a decrease in rent expense due to sublease income, and lower general, administrative and other expenses. The overall decrease was partially offset by an increase in intangible asset amortization related to the Devon Park Acquisition.

Current report

For the three months ended June 30, 2026, non-operating income was $1.0 million compared to non-operating expenses of $2.7 million for the three months ended June 30, 2025. In the current period, non-operating income included interest income, a gain on the change in fair value of the Earn-out, and a net loss from foreign exchange rate fluctuations. Non-operating expenses in the prior year period included a larger net loss from foreign exchange rate fluctuations, which was partially offset by interest income.
Removed paragraphs (2)
Reworded paragraphs (20)

Previous wording

The following table provides revenue statistics for the three months ended March 31, 2026 and 2025:

Current wording

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

Previous wording

Revenues were $148.9 million for the three months ended March 31, 2026 as compared to $211.8 million for the three months ended March 31, 2025, a decrease of 30%. The decrease in revenues is driven by fewer fee-paying clients and a decline in transaction completions across both M&A and financing and capital solutions, despite an increase in average fee per client.

Current wording

Revenues were $305.4 million for the six months ended June 30, 2026 as compared to $367.1 million for the six months ended June 30, 2025, a decrease of 17%. The decrease in revenues was driven by a lower average fee per client and decreased financing and capital solutions activity, partially offset by increased mergers and acquisitions activity.

Previous wording

For the three months ended March 31, 2026, total compensation and benefits expenses were $122.1 million, a decrease of 18% compared to $149.2 million for the three months ended March 31, 2025. The decrease was primarily driven by a lower discretionary bonus accrual on lower revenues. Excluding the lower bonus accrual, compensation expense increased year-over-year from higher cash compensation and equity-based awards amortization due to investments in new hires and higher headcount. The higher compensation margin period-over-period reflects the decline in revenues on an absolute dollar basis against a higher non-bonus compensation base, compounded by the timing of equity-based awards vesting, which is concentrated in the first quarter.

Current wording

For the six months ended June 30, 2026, total compensation and benefits expenses were $238.0 million, a decrease of 8% compared to $257.6 million for the six months ended June 30, 2025. The decrease was primarily driven by a lower discretionary bonus accrual on lower revenues. Excluding the lower bonus accrual, compensation expense increased year-over-year due to a higher non-bonus compensation base, reflecting the impact of recent investments in new hires, and from Business Realignment costs. The higher compensation margin period-over-period reflects the decline in revenues on an absolute dollar basis against a higher non-bonus compensation base.

Previous wording

For the three months ended March 31, 2026, total non-compensation expenses were $39.8 million, a decrease of 22% compared to $50.9 million for the three months ended March 31, 2025. The decrease was primarily driven by lower professional fees from reduced litigation spend, a decrease in bad debt expense, and a decrease in recruiting costs. This decrease was only partially offset by increases in technology and depreciation expenses.

Current wording

For the six months ended June 30, 2026, total non-compensation expenses were $75.3 million, a decrease of 15% compared to $88.9 million for the six months ended June 30, 2025. The decrease was primarily driven by lower professional fees due to reduced litigation spend coupled with related insurance recoveries in excess of previous estimates, a decrease in bad debt expense, and a decrease in rent expense due to sublease income. This decrease was partially offset by increases in technology costs and intangible asset amortization.

Previous wording

For the three months ended March 31, 2026, non-operating income was $2.3 million compared to non-operating income of $0.2 million for the three months ended March 31, 2025. In the current period, non-operating income primarily included interest income and a net gain from foreign exchange rate fluctuations. Non-operating income in the prior year period included interest income, which was mostly offset by a net loss 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.

Current wording

For the six months ended June 30, 2026, non-operating income was $3.3 million compared to non-operating expenses of $2.5 million for the six months ended June 30, 2025. In the current period, non-operating income primarily included interest income, a gain on the change in fair value of the Earn-out, and a net gain from foreign exchange rate fluctuations. Non-operating expenses in the prior year period included a net loss from foreign exchange rate fluctuations, which was partially offset by interest income. For all 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 benefit and effective tax rate were $(9.9) million and 93.0%, respectively, for the three months ended March 31, 2026 compared to an income tax benefit and effective tax rate of $(9.5) million and (79.6)%, respectively, for the three months ended March 31, 2025.

Current wording

The Company’s income tax benefit and effective tax rate were $(0.2) million and (4.1)%, respectively, for the three months ended June 30, 2026 compared to an income tax expense and effective tax rate of $2.0 million and 31.7%, respectively, for the three months ended June 30, 2025.

Previous wording

The change in the effective tax rate for both periods 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 $6.6 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, 2026 versus $12.5 million in the prior year period.

Current wording

The change in the effective tax rate in each period 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 an $8.7 million tax benefit associated with the appreciation in our share price upon vesting of RSUs above the original grant price during the six months ended June 30, 2026 compared to $12.6 million in the prior year period.

Previous wording

We regularly monitor our liquidity position, including cash, working capital assets and liabilities, commitments and other liquidity requirements. Our primary sources of liquidity are generally our cash balances, 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, cash levels generally decline during the first quarter and build over the remainder of the year.

Current wording

We regularly monitor our liquidity position, including cash, working capital assets and liabilities, commitments and other requirements. Our primary sources of liquidity are generally our cash balances, 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, cash levels generally decline during the first quarter and build over the remainder of the year.

Previous wording

Our current assets are typically composed of cash, 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. As of March 31, 2026 and December 31, 2025, the Company had cash balances of $77.7 million and $255.9 million, respectively, and no cash equivalents.

Current wording

Our current assets are typically composed of cash, 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. As of June 30, 2026 and December 31, 2025, the Company had cash balances of $115.8 million and $255.9 million, respectively, and no cash equivalents.

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 $33.5 million and $62.7 million as of March 31, 2026 and December 31, 2025, 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 $36.2 million and $62.7 million as of June 30, 2026 and December 31, 2025, respectively.

Previous wording

Operating activities resulted in a net cash outflow of $109.7 million primarily attributable to cash operating expense outflows, including discretionary bonuses paid during the first quarter of 2026 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 $60.9 million primarily attributable to cash operating expense outflows, including discretionary bonuses paid during the first quarter of 2026 with respect to prior year compensation expense, partially offset by cash collections from clients.

Previous wording

Investing activities resulted in a net cash outflow of $2.1 million attributable to purchases of fixed assets.

Current wording

Investing activities resulted in a net cash outflow of $3.7 million attributable to purchases of fixed assets.

Previous wording

Financing activities resulted in a net cash outflow of $63.8 million primarily due to withholding tax payments for vested PWP Incentive Plan Awards and dividend payments.

Current wording

Financing activities resulted in a net cash outflow of $72.7 million primarily due to withholding tax payments for vested PWP Incentive Plan Awards, dividend payments, and distributions to partners.

Previous 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.

Current wording

Operating activities resulted in a net cash outflow of $120.4 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 $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.

Current wording

Investing activities resulted in a net cash inflow of $73.1 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 $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.

Current wording

Financing activities resulted in a net cash outflow of $144.7 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

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) 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 10—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) 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 10—Stockholders’ Equity and Redeemable Non-Controlling Interests in the notes to the condensed consolidated financial statements included elsewhere in this Form 10-Q for further information.

Previous wording

As of March 31, 2026, we had an amount due of $94.0 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 June 30, 2026, we had an amount due of $105.6 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 this Form 10-Q for further information as well as the expected timing of payments.

Previous wording

We have non-cancelable operating leases for our office space and certain equipment. As of March 31, 2026, we had $182.1 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 non-cancelable operating leases for our office space and certain equipment. As of June 30, 2026, we had $179.3 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

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 our 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, 2026 and 2025, the net impact of non-functional currency related transaction gains (losses) recorded in Other income (expense) on our Condensed Consolidated Statements of Operations was $1.2 million and $(1.8) 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, 2026 and 2025, 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 $(1.7) million and $2.8 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, 2026, we held cash balances of $26.8 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 our 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 six months ended June 30, 2026 and 2025, the net impact of non-functional currency related transaction gains (losses) recorded in Other income (expense) on our Condensed Consolidated Statements of Operations was $0.8 million and $(4.5) million, respectively, primarily related to U.S. dollar-denominated cash and intercompany receivables held by our foreign subsidiaries as foreign exchange rates fluctuated. For the six months ended June 30, 2026 and 2025, 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 $(1.8) million and $7.8 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 June 30, 2026, we held cash balances of $24.4 million in non-U.S. dollar currencies, composed of pound sterling, euros, and Canadian dollars.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

The Company’s income tax benefit and effective tax rate were $(10.1) million and 222.6%, respectively, for the six months ended June 30, 2026 compared to an income tax benefit and effective tax rate of $(7.5) million and (41.3)%, respectively, for the six months ended June 30, 2025.