Perella Weinberg Partners

Note 1—Organization and Nature of Business

Perella Weinberg Partners and its consolidated subsidiaries, including PWP Holdings LP (“PWP OpCo”) (collectively, “PWP” and the “Company”), is a global independent advisory firm that provides strategic and financial advice to a wide range of clients. The Company’s activities constitute a single business segment that provides a range of advisory services, including advice related to strategic and financial decisions, mergers and acquisitions (“M&A”) execution, shareholder engagement advisory, financing and capital solutions advice with a focus on restructuring and liability management, capital markets advisory, private funds advisory, and private capital placement, as well as specialized underwriting and research services primarily for the energy and related industries.

On June 24, 2021, the Company consummated a business combination that resulted in PWP OpCo becoming jointly-owned by Perella Weinberg Partners, PWP Professional Partners LP (“Professional Partners”) and certain existing partners of PWP OpCo as part of an umbrella limited partnership C-corporation (Up-C) structure (the “Business Combination”). As a result of a subsequent internal reorganization, the interests previously held by Professional Partners are now held by PWP VoteCo Professionals LP (“VoteCo Professionals”) and the former partners of Professional Partners directly.

The operations of PWP OpCo are conducted through a wholly-owned subsidiary, Perella Weinberg Partners Group LP, and its subsidiaries which are consolidated in these financial statements. PWP GP LLC (“PWP GP”) is the general partner that controls PWP OpCo. The limited partner interests of PWP OpCo are held by the Company and certain current and former working partners. The Company shareholders are entitled to receive a portion of PWP OpCo’s economics through their direct ownership interests in shares of Class A common stock of PWP. The non-controlling interest owners of PWP OpCo receive economics through ownership of PWP OpCo Class A partnership units (“PWP OpCo Units”) and have voting rights through indirect ownership of Class B common stock via VoteCo Professionals.

Note 2—Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and all intercompany balances and transactions have been eliminated.

These condensed consolidated financial statements and notes thereto are unaudited, and as permitted by the interim reporting rules and regulations set forth by the SEC, exclude certain financial information and note disclosures normally included in annual audited financial statements prepared in accordance with U.S. GAAP. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K. The condensed consolidated financial statements reflect all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods.

Use of Estimates

The preparation of the condensed consolidated financial statements and related disclosures in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and the assumptions underlying these estimates are reviewed periodically, and the effects of revisions are reflected in the period in which they are determined to be necessary.

In preparing the condensed consolidated financial statements, management makes certain estimates regarding the measurement of amounts due pursuant to the tax receivable agreement, measurement and timing of revenue recognition, assumptions used in the provision for income taxes, measurement of equity-based compensation, expected insurance reimbursements related to litigation costs, fair value measurement and impairment assessment of goodwill and intangible assets, fair value measurement of financial instruments, and other matters that affect the reported amounts and disclosures of contingencies in the condensed consolidated financial statements and notes thereto.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash held at banks, including interest-bearing money market accounts, and any highly liquid investments with original maturities of three months or less from the date of purchase. Cash account balances often exceed federally insured limits. Restricted cash represents cash that is not readily available for general purpose cash needs. As of September 30, 2026 and December 31, 2025, the Company had restricted cash of $1.1 million maintained as collateral for letters of credit related to certain office leases. As of September 30, 2026 and December 31, 2025, the Company heldno cash equivalents. The sum of Cash and cash equivalents and Restricted cash on the Condensed Consolidated Statements of Financial Condition corresponds to the total cash, cash equivalents, and restricted cash presented on the Condensed Consolidated Statements of Cash Flows.

Goodwill and Intangible Assets

Goodwill is recorded for the excess of the fair value of consideration transferred over the fair value of identifiable net assets, including other intangibles, acquired at the time of an acquisition. Goodwill is periodically reviewed, and tested at least annually, for impairment, and when certain events or circumstances indicate impairment may exist. Goodwill is tested for impairment at the reporting unit level. A reporting unit is a component of an operating segment for which discrete financial information is available that is regularly reviewed by management. Intangible assets are derived from customer relationships, trade names and trademarks. Identifiable finite-lived intangible assets are amortized on a straight-line basis over the applicable estimated useful life, reflecting the average time over which such intangible assets are expected to contribute to cash flow. The Company tests intangible assets for impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable.

Business Combinations

The Company accounts for business combinations under the acquisition method of accounting, which requires an allocation of the total consideration paid for the acquired business to the identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. Any excess of fair value of total consideration paid over the fair value of the net assets acquired is recognized as goodwill. Consideration contingent on future events is evaluated to determine whether it represents consideration transferred for the acquired business or compensation for post-combination services. Contingent consideration liabilities are recognized at the acquisition date fair value and revalued at each reporting period. Contingent compensation expense is accrued over the requisite service period.

Based on the timing of the close of a transaction, certain valuation calculations may be considered preliminary due to information that may subsequently become available, and values assigned to acquired assets and liabilities could change. The acquisition date fair value of certain assets and liabilities, including intangible assets acquired and related expected life calculations, may be provisional and subject to revision within one year of the acquisition date. Any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill.

Consolidation

The Company’s policy is to consolidate entities in which the Company has a controlling financial interest and variable interest entities where the Company is deemed to be the primary beneficiary. The Company is deemed to be the primary beneficiary of a variable interest entity (“VIE”) when it has both (i) the power to make the decisions that most significantly affect the economic performance of the VIE and (ii) the obligation to absorb significant losses or the right to receive benefits that could potentially be significant to the VIE. PWP is the primary beneficiary of and consolidates PWP OpCo, a VIE. As of September 30, 2026 and December 31, 2025, the net assets of PWP OpCo were $324.8 million and $235.3 million, respectively. As of September 30, 2026 and December 31, 2025, the Company did not consolidate any VIEs other than PWP OpCo.

Redeemable Non-Controlling Interests

For entities that are consolidated but not 100% owned, a portion of the income (loss) and equity is allocated to holders of the non-controlling interest. Profits and losses of PWP OpCo are allocated to the non-controlling interests in proportion to their ownership interest regardless of their basis.

Redeemable non-controlling interests are presented within temporary equity on the Condensed Consolidated Statements of Financial Condition at the higher of: (i) their redemption value as of the reporting date, which corresponds to the price of the Company’s Class A common stock, or (ii) their measurement pursuant to Accounting Standards Codification (“ASC” or the “Codification”) Topic 810, Consolidation. Changes in the current redemption value are recorded to Additional paid-in capital immediately as they occur. The magnitude of these changes may exceed the available balance of Additional paid-in capital, resulting in subsequent equity transactions being recorded to Accumulated deficit. As of September 30, 2025, $28.0 million was recorded to Accumulated deficit, driven by increases in the redemption value of Redeemable non-controlling interests. During the year ended December 31, 2025, equity transactions offset this cumulative amount and restored an Additional paid-in capital balance. Accordingly, no such amounts were recorded to Accumulated deficit as of December 31, 2025 or September 30, 2026.

When the Company has an unconditional obligation to purchase the Redeemable non-controlling interests for cash, the mandatorily redeemable interests are reclassified from temporary equity to a liability with changes in fair value recorded to Other income (expense) on the Condensed Consolidated Statements of Operations. As of September 30, 2026, there were no non-controlling interests considered mandatorily redeemable.

Equity-Based Compensation

Equity-based compensation relates to equity-based awards granted to employees and partners of the Company. Equity-based compensation expense is recognized over the requisite vesting period or requisite service period in an amount equal to the grant date fair value (for equity-classified awards) or the settlement fair value (for liability-classified awards). Equity-based compensation expense for employees and partners is included in Equity-based compensation on the Condensed Consolidated Statements of Operations and equity-based compensation expense for non-employees is included in Professional fees on the Condensed Consolidated Statements of Operations. The Company accounts for forfeitures of awards as they occur rather than applying an estimated forfeiture rate. For an award with service-only conditions that has a graded vesting schedule, the Company recognizes the compensation cost for the entire award on a straight-line basis over the requisite service period, ensuring that the amount recognized is at least equal to the vested portion of the award at each reporting date.

Foreign Currencies

In the normal course of business, the Company and its subsidiaries may enter into transactions denominated in a non-functional currency. The Company recognized net foreign exchange gains (losses) arising from such transactions of $(0.3) million and $0.5 million during the three and nine months ended September 30, 2026, respectively, and $1.5 million and $(3.0) million for the three and nine months ended September 30, 2025, respectively, which are included in Other income (expense) on the Condensed Consolidated Statements of Operations. In addition, the Company consolidates its foreign subsidiaries that have non-U.S. dollar functional currencies. Non-U.S. dollar denominated assets and liabilities are translated to U.S. dollars at the exchange rate prevailing at the reporting date and profit and loss activity is generally translated using the average exchange rate throughout the period. Cumulative translation adjustments arising from the translation of non-U.S. dollar denominated operations are included as a component of Accumulated other comprehensive income (loss) on the Condensed Consolidated Statements of Changes in Equity and Redeemable Non-Controlling Interests.

Recently Adopted Accounting Pronouncements

Credit Losses—Effective January 1, 2026, the Company prospectively adopted Accounting Standards Update 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets(“ASU 2025-05”), which amends the guidance in ASC Topic 326, Financial Instruments—Credit Losses to simplify the process for preparing the estimate of expected credit losses. The Company elected the practical expedient provided under ASU 2025-05 that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The adoption did not have a material impact on the Company’s condensed consolidated financial statements.

Future Adoption of Accounting Pronouncements

Expense Disaggregation—In November 2024, the FASB issued Accounting Standards Update 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”), which amends the guidance in ASC Topic 220, Income Statement—Reporting Comprehensive Income, to improve the transparency of expense disclosures by requiring more detailed information about the types of expenses in commonly presented expense captions. The amendments in ASU 2024-03 are effective for the Company beginning with the annual period ended December 31, 2027. The amendments are to be applied prospectively with both retrospective application and early adoption permitted. The Company does not expect the adoption of ASU 2024-03 to have a material impact on the consolidated financial statements.

Internal-Use Software—In September 2025, the FASB issued Accounting Standards Update 2025-06, Targeted Improvements to the Accounting for Internal-Use Software(“ASU 2025-06”), which amends the guidance in ASC Subtopic 350-40, Intangibles—Goodwill and Other—Internal-Use Software, to clarify and increase the operability of applying the internal-use software guidance to software costs incurred in an iterative development environment. The amendments in ASU 2025-06 are effective for the Company beginning with the interim periods within the annual period ended December 31, 2028. The amendments can be applied prospectively, retrospectively, or on a modified transition approach based on the status of the project and whether software costs were capitalized before the date of adoption. Early adoption is permitted. The Company does not expect the adoption of ASU 2025-06 to have a material impact on the consolidated financial statements.

Note 3—Business Combination

On September 1, 2026 (the “Acquisition Closing”), the Company acquired 100% of the equity interests of Gleacher Shacklock LLP (“Gleacher Shacklock”), an independent advisory firm headquartered in London that advises corporates, sovereign wealth funds, and institutions (the “Gleacher Shacklock Acquisition”). The purchase price of $82.6 million consisted of $27.6 million in cash and $55.0 million in equity.

Of the 3,382,587 shares of PWP Class A common stock to be delivered as equity consideration,1,127,529 shares were issued at the Acquisition Closing. The remaining shares will be delivered in equal installments in the third quarters of 2027, 2028, and 2029. The Company also entered into compensation arrangements with certain Gleacher Shacklock employees totaling $46.8 million. These consist of guaranteed compensation arrangements and amounts contingent on certain client engagements generating revenue within one year of the Acquisition Closing. Because these arrangements require continued post-combination services, they were excluded from the purchase price. The Company recognizes the related compensation expense on a straight-line basis over the requisite service period, which is generallyone tothree years.

The Company recorded $66.5 million of goodwill on the Condensed Consolidated Statements of Financial Condition, all of which is expected to be deductible for U.S. income tax purposes, subject to the foreign tax credit limitations under Section 901(m) of the Internal Revenue Code. Management attributes the goodwill to Gleacher Shacklock’s reputation, operating expertise, and assembled workforce, as well as expected synergies from the combined entity. The Company also acquired customer relationships, which were recognized as identifiable intangible assets with an acquisition-date fair value of $11.9 million.

As of September 30, 2026, $1.4 million of the cash consideration was unpaid and is included in Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition.

The Company incurred $1.8 million of transaction costs during the nine months ended September 30, 2026. These costs are included in Professional fees on the Condensed Consolidated Statements of Operations.

The following table summarizes the preliminary fair values of assets acquired and liabilities assumed at Acquisition Closing:

Such fair values are preliminary estimates and are subject to adjustment up to the earlier of one year after the acquisition date or when additional information relative to the closing date fair values becomes available and such information is considered final.

The results of operations of Gleacher Shacklock have been included in the Company’s consolidated financial statements prospectively beginning on the acquisition date. Gleacher Shacklock has been fully integrated with the Company’s existing operations. Accordingly, post-acquisition revenues and net income are not discernible. Pro forma financial information for Gleacher Shacklock is not presented as the impact to the Company’s historical results is not material.

Note 4—Revenue and Receivables from Contracts with Customers

The following table disaggregates the Company’s revenue between over time and point in time recognition:

Reimbursable expenses billed to clients were $1.2 million and $2.8 million for the three and nine months ended September 30, 2026, respectively, and $0.9 million and $3.9 million for the three and nine months ended September 30, 2025, respectively.

Performance Obligations and Contract Balances

A significant portion of total revenues in any given period often relates to performance obligations that were satisfied or partially satisfied in prior periods. These amounts are recognized upon the resolution of revenue constraints and uncertainties in the relevant period and are generally related to transaction-related advisory services.

As of September 30, 2026 and December 31, 2025, the Company recorded $0.3 million and $1.0 million, respectively, for contract liabilities which are presented within Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition.

Accounts Receivable and Allowance for Credit Losses

As of September 30, 2026 and December 31, 2025, $65.2 million and $22.2 million, respectively, of accrued revenue was included in Accounts receivable, net of allowance on the Condensed Consolidated Statements of Financial Condition. These amounts have been recognized as revenue in accordance with the Company’s revenue recognition policies but remained unbilled at the end of the period. As of September 30, 2026, certain accounts receivable in the aggregate amount of $36.0 million were individually greater than 10% of the Company’s gross accounts receivable and were concentrated with one client. Of that amount, all was subsequently received after September 30, 2026. As of December 31, 2025, certain accounts receivable in the aggregate amount of $22.3 million were individually greater than 10% of the Company’s gross accounts receivable and were concentrated with three clients. Of that amount, all was subsequently received after year end.

The allowance for credit losses activity for the three and nine months ended September 30, 2026 and 2025 was as follows:

Note 5—Leases

The Company leases office space and equipment under operating lease agreements.

On April 1, 2025, the Company entered into aseven-year agreement to sublease a portion of its New York office. The sublease term commenced in September 2025 and continues through August 2032. Sublease income is presented net within Rent and occupancy on the Condensed Consolidated Statements of Operations. Variable lease payments for the subtenant’s portion of occupancy costs will be recognized as incurred.

Other information as it relates to the Company’s operating leases is as follows:

As of September 30, 2026, the maturities of undiscounted cash payments and cash receipts for operating leases are as follows:

Note 6—Goodwill and Intangible Assets

Goodwill associated with the Company’s acquisitions is as follows:

Intangible assets in the form of customer relationships were acquired in the Gleacher Shacklock Acquisition. The estimated fair value of $11.9 million will be amortized on a straight-line basis over a weighted-average estimated useful life of 1.5 years.

The following table provides the detail of the Company’s intangible assets:

Amortization expense related to intangible assets was $3.1 million and $7.6 million for the three and nine months ended September 30, 2026, respectively, and $1.6 million and $4.9 million for the three and nine months ended September 30, 2025, respectively, and is included in Depreciation and amortization on the Condensed Consolidated Statements of Operations.

The following table summarizes the future aggregate amortization expense of the Company’s intangible assets held at September 30, 2026:

Note 7—Regulatory Requirements

The Company has a number of consolidated subsidiaries registered as broker-dealers with regulatory agencies in their respective countries. The SEC-regulated subsidiary does not hold funds or securities for, or owe money or securities to clients or carry accounts of or for clients, and as such is exempt from the SEC Customer Protection Rule (Rule 15c3-3). As of September 30, 2026 and December 31, 2025, all regulated subsidiaries had capital in excess of their applicable minimum capital requirements. As a result of the minimum capital requirements and various regulations on these broker-dealers, a portion of the capital of each subsidiary of the Company is restricted and may be unavailable to pay its creditors.

Note 8—Fixed Assets

Fixed assets are recorded at cost less accumulated depreciation and amortization and consist of the following as of September 30, 2026 and December 31, 2025:

Depreciation expense related to fixed assets was $3.4 million and $10.3 million for the three and nine months ended September 30, 2026, respectively, and $3.3 million and $9.9 million for the three and nine months ended September 30, 2025, respectively. Amortization expense related to software costs was immaterial for the three and nine months ended September 30, 2026 and 2025.

Note 9—Income Taxes

The following table summarizes the Company’s tax position for the periods presented:

The Company’s overall effective income tax rate in each of the periods presented above varies from the U.S. federal statutory rate primarily because (i) a portion of the Company’s income is allocated to non-controlling interests held in PWP OpCo in which the majority of any tax liability on such income is borne by the holders of such non-controlling interests and reported outside of the condensed consolidated financial statements and (ii) permanent differences related to compensation expenses.

As of September 30, 2026 and December 31, 2025, the Company recorded a liability for unrecognized tax benefits of $3.8 million and $3.7 million, respectively, primarily related to potential double taxation at certain of its foreign subsidiaries. The Company does not expect there to be any material changes to uncertain tax positions within 12 months of the reporting date.

Note 10—Debt

As of September 30, 2026 and December 31, 2025, the Company hadno outstanding debt. The Company has a revolving credit facility (the “Revolving Credit Facility”) through a credit agreement with Cadence Bank (the “Credit Agreement”), with an available line of credit of $50.0 million with up to $20.0 million of available incremental revolving commitments, and a maturity date of July 1, 2028. Issuance costs incurred related to the Credit Agreement are amortized over the life of the Revolving Credit Facility. The Company is also charged a quarterly commitment fee of 0.25% on any unused portion of the line of credit.

Note 11—Stockholders’ Equity and Redeemable Non-Controlling Interests

Share Repurchases

On February 16, 2022, the Company’s Board of Directors initially approved a stock repurchase program and the authorized amount under such program was increased on February 8, 2023 such that the Company is authorized to repurchase up to $200.0 million of the Company’s Class A common stock. Since inception of the share repurchase program,14,877,364 shares have been purchased at an average price per share of $9.53 through September 30, 2026 for a total purchase price of $141.8 million. These amounts include 1,000,000 founder shares repurchased during 2024 at a purchase price of $15.00 per share for a total purchase price of $15.0 million. During 2021, prior to the implementation of the stock repurchase program, the Company repurchased 1,000,000 founder shares at a purchase price of $12.00 per share for a total purchase price of $12.0 million.

Redeemable Non-Controlling Interests

Redeemable non-controlling interests on the Condensed Consolidated Statements of Financial Condition are presented within temporary equity. Redeemable non-controlling interests are presented at their redemption value as of the reporting date and represent the ownership interests in PWP OpCo held by holders other than Perella Weinberg Partners. As of September 30, 2026, the current and former working partners collectively own 18,021,285 PWP OpCo Units, which represents an 18.5% non-controlling ownership interest in PWP OpCo.

Exchange Rights

Holders of PWP OpCo Units (the “PWP OpCo Unitholders”) other than the Company may exchange their units for (i) shares of Class A common stock on aone-for-one basis or (ii) cash from an offering of shares of Class A common stock and (iii) cash from any other source. Concurrently with an exchange, such PWP OpCo Unitholder is required to surrender shares of Class B common stock for additional shares of Class A common stock or cash at a conversion rate of 0.001. Whether the exchanging PWP OpCo Unitholder receives cash or Class A common stock in exchange for their PWP OpCo Units and Class B common stock is at the Company’s discretion. The Company settled exchanges of certain PWP OpCo Units and corresponding shares of Class B common stock for 1,999,015 and 4,122,314 shares of Class A common stock during the three and nine months ended September 30, 2026, respectively, and 1,500,380 and 2,734,737 shares of Class A common stock during the three and nine months ended September 30, 2025, respectively. During the nine months ended September 30, 2025, the Company settled exchanges of 1,270,086 PWP OpCo Units and corresponding shares of Class B common stock at a price of $22.65 per PWP OpCo Unit for $28.3 million in cash as well as the non-cash settlement of certain partner loans. Refer to Note 16—Related Party Transactions for more information on partner loans.

To the extent an exchange creates a step-up in tax basis, the Company records an increase in Deferred tax assets, net, Amount due pursuant to tax receivable agreement, and Additional paid-in-capital.

Note 12—Equity-Based Compensation

Further information regarding the Company’s equity-based compensation awards is described in Note 12—Equity-Based Compensation in the Notes to Consolidated Financial Statements in “Part II. Item 8. Financial Statements and Supplementary Data” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

PWP Omnibus Incentive Plan Awards

Concurrent with the Business Combination, the Company adopted the Perella Weinberg Partners 2021 Omnibus Incentive Plan (the “PWP Incentive Plan”), which establishes a plan for the granting of various forms of incentive compensation awards, including restricted stock units and performance restricted stock units (“PSUs”), measured by reference to PWP Class A common stock (“PWP Incentive Plan Awards”). The PWP Incentive Plan established a reserve for a one-time grant of awards in connection with the Business Combination as well as a reserve for general purpose grants (the “General Share Reserve”). Grantees have rights to dividends declared during the vesting period and receive such dividends only upon vesting in the form of cash or dividend equivalent units. The Company uses newly issued shares of Class A common stock to satisfy vested awards, with the exception of shares issued out of treasury stock for vested awards (and related dividend equivalent units) held by French employees. Pursuant to the PWP Incentive Plan, the number of shares of Class A common stock reserved for issuance from the General Share Reserve increases each year.

In connection with the Business Combination, the Company granted awards (the “Business Combination Awards”) in the form of (a) RSUs that vest upon the achievement of service conditions (“Transaction RSUs”) and (b) PSUs that only vest upon the achievement of both service and market conditions, including certain long-term incentive awards granted to management (“Transaction PSUs”).

During the nine months ended September 30, 2026 and 2025,4,864,193 and 2,434,495 Business Combination Awards vested with a total fair value of $81.9 million and $56.1 million, respectively. On August 31, 2026, the service period ended for the Transaction PSUs, and the awards with unmet price targets were cancelled along with any related accrued dividend equivalents.

The Company grants units from the General Share Reserve from time to time in the ordinary course of business in the form of (a) RSUs that vest upon the achievement of service conditions (“General RSUs”) and (b) PSUs that only vest upon the achievement of both service and market conditions (“General PSUs”).

During the nine months ended September 30, 2026 and 2025, the Company granted 5,287,188 and 5,359,049 General RSUs at a weighted average grant date fair value of $21.29 and $23.65 per award, respectively. During the nine months ended September 30, 2026 and 2025,8,315,105 and 5,801,800 General RSUs vested with a total fair value of $164.3 million and $132.6 million, respectively. During the nine months ended September 30, 2026,474,850 General PSUs vested with a total fair value of $8.6 million. During the nine months ended September 30, 2025, no General PSUs vested. As of September 30, 2026, the price targets ranging from $15.00 to $20.00 as well as substantially all of the $25.00 price target were met for the General PSUs.

Equity-based compensation expense related to the PWP Incentive Plan was $29.0 million and $96.1 million for the three and nine months ended September 30, 2026, respectively, and $27.6 million and $81.9 million for the three and nine months ended September 30, 2025, respectively. Additionally, equity-based amortization expense related to non-employee awards was $0.2 million and $0.6 million for the three and nine months ended September 30, 2026, respectively, and $0.2 million and $0.5 million for the three and nine months ended September 30, 2025, respectively, and is included in Professional fees on the Condensed Consolidated Statements of Operations. The income tax benefit recognized related to equity-based awards was $4.4 million and $16.1 million for the three and nine months ended September 30, 2026, respectively, and $5.2 million and $14.0 million for the three and nine months ended September 30, 2025, respectively.

As of September 30, 2026, total unrecognized compensation expense related to all unvested equity-based awards was $140.0 million, which is expected to be recognized over a weighted average period of 1.9 years.

Note 13—Other Compensation and Benefits

Compensation and benefits expense consists of salaries, bonuses (discretionary awards and guaranteed amounts), severance, as well as payroll and related taxes and benefits for the Company’s employees. In all instances, compensation expense is accrued over the requisite service period.

Benefit Plans

Certain employees participate in employee benefit plans, which consist of defined contribution plans including (i) profit-sharing plans qualified under Section 401(k) of the Internal Revenue Code, (ii) a U.K. pension scheme for U.K. employees and (iii) a German pension plan for employees in Germany. Expenses related to the Company’s employee benefit plans were $2.0 million and $6.2 million for the three and nine months ended September 30, 2026, respectively, and $1.9 million and $5.4 million for the three and nine months ended September 30, 2025, respectively, and are included in Compensation and benefits on the Condensed Consolidated Statements of Operations.

Business Realignment

During the second quarter of 2026, the Company began a review of the business, which resulted in headcount reductions in order to focus resources on higher-performing areas of the business (the “Business Realignment”). In conjunction with the Business Realignment and for the three and nine months ended September 30, 2026, the Company incurred expenses related to separation and transition benefits of $6.3 million and $11.3 million, respectively, and the acceleration of equity-based compensation amortization of $4.2 million and $12.8 million, respectively. Such amounts are presented in Compensation and benefits and Equity-based compensation on the Condensed Consolidated Statements of Operations, respectively. Approximately $3.6 million of additional expense is expected to be incurred during the remainder of 2026. This estimate is based on certain assumptions, and actual results may differ materially if unanticipated costs are incurred related to the Business Realignment.

Activity within Accrued compensation and benefits on the Condensed Consolidated Statements of Financial Condition related to the Business Realignment was as follows:

Note 14—Net Income (Loss) Per Share Attributable to Class A Common Shareholders

The calculations of basic and diluted net income (loss) per share attributable to Class A common shareholders are presented below:

Basic and diluted net income (loss) per share attributable to Class B common shareholders has not been presented as these shares are entitled to an insignificant amount of economic participation.

The Company uses the treasury stock method to determine the potential dilutive effect of unvested PWP Incentive Plan Awards and the if-converted method to determine the potential dilutive effect of exchanges of PWP OpCo Units into Class A common stock. The Company adjusts net income (loss) attributable to Class A common shareholders under both the treasury stock method and if-converted method for the reallocation of net income (loss) between Class A common shareholders and non-controlling interests that result upon the assumed issuance of dilutive shares of Class A common stock as if the issuance occurred as of the beginning of the applicable period.

The following table presents the weighted average potentially dilutive shares that were excluded from the calculation of diluted net income (loss) per share under the treasury stock method or if-converted method, as applicable, because the effect of including such potentially dilutive shares was antidilutive for the period presented:

Note 15—Fair Value Measurements and Investments

Fair value is generally based on quoted prices, however if quoted market prices are not available, fair value is determined based on other relevant factors, including dealer price quotations, price activity for equivalent instruments and valuation pricing models. The Company established a fair value hierarchy which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of instrument, the characteristics specific to the instrument and the state of the marketplace (including the existence and transparency of transactions between market participants). Financial instruments with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices in an orderly market will generally have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories (from highest to lowest) based on inputs:

Level 1—Unadjusted quoted prices are available in active markets for identical financial instruments as of the reporting date.

Level 2—Pricing inputs are observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

Level 3—Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which level within the fair value hierarchy is appropriate for any given investment is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the instrument.

As of September 30, 2026 and December 31, 2025, the fair values of cash, restricted cash, accounts receivable, due from related parties, accounts payable and certain accrued liabilities approximate their carrying amounts due to the short-term nature of these items.

Fair Value of Financial Instruments

The following table summarizes the categorization and fair value estimate of the Company’s financial instruments that were measured on a recurring basis pursuant to the above fair value hierarchy levels as of September 30, 2026 and December 31, 2025:

The Company had no transfers between fair value levels during the three and nine months ended September 30, 2026 and 2025.

On October 1, 2025, the Company acquired Devon Park Advisors (the “Devon Park Acquisition”) under an arrangement that included contingent consideration whereby additional amounts may be earned if certain client engagements generate revenue within one year of the acquisition closing (the “Earn-out”). The Earn-out is presented at fair value within Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition and adjustments to the fair value are recorded within Other income (expense) on the Condensed Consolidated Statements of Operations. The Earn-out is classified as Level 3 due to use of significant unobservable inputs in the discounted cash flow valuation model, including the application of probabilities when assessing when and whether performance thresholds will be met. Additional inputs utilized in the valuation of the Earn-out were as follows:

The Company’s discount rate assumption reflects a blended corporate credit rating representative of comparable entities, considering the expected timing of cash outflows.

The following table presents the changes in fair value of the Level 3 financial liabilities:

Note 16—Related Party Transactions

PWP Capital Holdings LP

On February 28, 2019, a reorganization of the existing investment banking advisory and asset management businesses of PWP Holdings LP was effected which resulted in the spin-off of its asset management business (the “Separation”). PWP Holdings LP was divided into (i) PWP OpCo, which holds the advisory business and (ii) PWP Capital Holdings LP (“Capital Holdings”), which holds the asset management business. Capital Holdings entered into an arrangement with certain employees of the Company, including members of management, related to services provided directly to Capital Holdings. With respect to services provided to Capital Holdings, the amounts paid and payable to such employees now and in the future are recognized by Capital Holdings. All compensation related to services these employees provide to the Company is included in Compensation and benefits on the Condensed Consolidated Statements of Operations.

Tax Receivable Agreement

In connection with the Business Combination, the Company entered into a tax receivable agreement with PWP OpCo, Professional Partners and certain partners that provides for payment of 85% of the amount of cash savings, if any, in U.S. federal, state and local and foreign income taxes that the Company is deemed to realize as a result of (a) each exchange of interests in PWP OpCo for cash or stock of the Company and certain other transactions and (b) payments made under the tax receivable agreement. As of September 30, 2026, the Company had a liability of $116.7 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 and is reported within Amount due pursuant to tax receivable agreement on the Condensed Consolidated Statements of Financial Condition. The Company expects to make the following payments with respect to the tax receivable agreement, which are exclusive of potential payments in respect of future exchanges and may differ significantly from actual payments made:

Partner Loans

From time to time, PWP OpCo and certain of its subsidiaries have agreed to provide loans to or make payments on behalf of certain partners. As of September 30, 2026 and December 31, 2025, $0.2 million and $0.6 million, respectively, of amounts due from partners are recognized in Due from related parties on the Condensed Consolidated Statements of Financial Condition. During the nine months ended September 30, 2025, $0.5 million of principal and interest related to partner loans was effectively repaid through the cancellation of PWP OpCo Units held by such partners.

Note 17—Commitments and Contingencies

Indemnifications

The Company enters into certain contracts that contain a variety of indemnification provisions. The Company’s maximum exposure under these arrangements is unknown. As of September 30, 2026 and December 31, 2025, the Company expects no claims or losses pursuant to these contracts; therefore, no liability has been recorded related to these indemnification provisions.

Legal Contingencies

From time to time, the Company is named as a defendant in legal actions relating to transactions conducted in the ordinary course of business. Some of these matters may involve claims of substantial amounts. Although there can be no assurance of the outcome of such legal actions, in the opinion of management and, after consultation with external counsel, the Company believes it is neither probable nor reasonably possible that any current legal proceedings or claims would individually or in the aggregate have a material adverse effect on the consolidated financial statements of the Company as of September 30, 2026 and December 31, 2025 and for the three and nine months ended September 30, 2026 and 2025.

In 2015, the Company filed a complaint against three former partners andone former employee which alleges they entered into a scheme while at PWP to lift out the Company’s restructuring group to secretly form a new competing firm in breach of their contractual and fiduciary duties. The complaint contains 14 causes of action and seeks declaratory relief as well as damages. A bench trial took place from January 24, 2025 through March 14, 2025. The court has yet to issue a decision.

During the nine months ended September 30, 2026, the Company recognized a net credit of $4.3 million in legal and professional fees related to this litigation, reflecting insurance recoveries in excess of previous estimates. No amount was recognized during the three months ended September 30, 2026. During the three and nine months ended September 30, 2025, the Company incurred $1.4 million and $12.7 million of legal and professional fees related to this litigation, net of expected insurance reimbursement. These litigation costs are included in Professional fees on the Condensed Consolidated Statements of Operations.

Note 18—Segment and Geographic Information

As a global independent advisory firm, the Company provides a range of advisory services depending on the needs of its clients, including advice related to M&A execution, shareholder engagement advisory, financing and capital solutions, as well as underwriting and research services primarily for the energy and related industries. The Company provides advisory services to multiple industry sectors, geographic markets and clients, but the nature, process, delivery and regulatory complexities of advisory services are similar across the business. The Company is organized under an integrated approach to maximize the value of advice to clients by drawing upon the diversified expertise and broad relationships of its senior professionals. As such, the Company is managed on a consolidated basis, which results inone reportable segment: Advisory.

The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer and Chairman, evaluates the performance of the Advisory segment and allocates resources based on consolidated net income (loss), as presented on the Condensed Consolidated Statements of Operations. The CODM uses consolidated net income (loss) to evaluate the profitability generated by segment assets and personnel and decides whether to reinvest any profits in the Advisory segment, such as through hiring, compensation management, and capital expenditures, or to return value to shareholders and partners, such as through share repurchases, cash-settled exchanges, net-settlement of equity-based awards, distributions, and dividends. The CODM is regularly provided with both actual and budgeted expense information on a consolidated basis that aligns with the expense categories as presented on the Condensed Consolidated Statements of Operations.

The CODM does not review assets of the Advisory segment at a different level or category than what is presented as Total assets on the Condensed Consolidated Statements of Financial Condition. The accounting policies of the Company’s Advisory segment are the same as those described in Note 2—Summary of Significant Accounting Policies.

For the nine months ended September 30, 2026 and 2025, no individual client accounted for more than 10% of aggregate revenues.

The following tables set forth the geographical distribution of revenues and assets based on the location of the office that generates the revenues or holds the assets and therefore may not be indicative of the geography in which the Company’s clients are located:

Note 19—Subsequent Events

The Company has evaluated subsequent events through the issuance date of these condensed consolidated financial statements.

On October 28, 2026, the Company’s Board of Directors declared a cash dividend of $0.07 per outstanding share of Class A common stock. This dividend will be paid on December 8, 2026 to Class A common stockholders of record on November 24, 2026. Holders of Class B common stock will also receive dividends equal to the amount of dividends declared on 0.001 shares of Class A common stock.