10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 001-36869

PJT Partners Inc.

(Exact name of registrant as specified in its charter)


Delaware	36-4797143
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

280 Park Avenue

New York, New York 10017

(Address of principal executive offices)(Zip Code)

(212) 364-7800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Class A common stock, par value $0.01 per share

     PJT

     New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	☒	Accelerated Filer	☐
Non-Accelerated Filer	☐	Smaller Reporting Company	☐
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 31, 2025, there were 24,307,171 shares of Class A common stock, par value $0.01 per share, and 130 shares of Class B common stock, par value $0.01 per share, outstanding.

TABLE OF CONTENTS


		Page
PART I.	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS	4

	Unaudited Condensed Consolidated Financial Statements — September 30, 2025 and 2024:

	Condensed Consolidated Statements of Financial Condition as of September 30, 2025 and December 31, 2024	4

	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024	5

	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2025 and 2024	6

	Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2025 and 2024	7

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024	9

	Notes to Condensed Consolidated Financial Statements	10

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	24

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	32

ITEM 4.	CONTROLS AND PROCEDURES	32

PART II.	OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	33

ITEM 1A.	RISK FACTORS	33

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	33

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	34

ITEM 4.	MINE SAFETY DISCLOSURES	34

ITEM 5.	OTHER INFORMATION	34

ITEM 6.	EXHIBITS	35

SIGNATURES		36

PJT Partners Inc. was formed in connection with certain merger and spin-off transactions whereby the financial and strategic advisory services, restructuring and reorganization advisory services and Park Hill Group businesses of Blackstone Inc. (our “former Parent”) were combined with PJT Capital LP, a financial advisory firm founded by Paul J. Taubman in 2013 (together with its then affiliates, “PJT Capital”), and the combined business was distributed to our former Parent’s unitholders to create PJT Partners Inc., a stand-alone, independent publicly traded company. Throughout this Quarterly Report on Form 10-Q, we refer to this transaction as the “spin-off.”

PJT Partners Inc. is a holding company and its only material asset is its controlling equity interest in PJT Partners Holdings LP, a holding partnership that holds the Company’s operating subsidiaries, and certain cash and cash equivalents it may hold from time to time. As the sole general partner of PJT Partners Holdings LP, PJT Partners Inc. operates and controls all of the business and affairs and consolidates the financial results of PJT Partners Holdings LP and its operating subsidiaries.

In this Quarterly Report on Form 10-Q, unless the context requires otherwise, the words “PJT Partners Inc.” refers to PJT Partners Inc., and “PJT Partners,” the “Company,” “we,” “us” and “our” refer to PJT Partners Inc., together with its consolidated subsidiaries, including PJT Partners Holdings LP and its operating subsidiaries.

Forward-Looking Statements

Certain material presented herein contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include certain information concerning future results of operations, business strategies, acquisitions, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, the effects of competition and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “opportunity,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “might,” “should,” “could” or the negative of these terms or similar expressions.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict, many of which are outside our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not place undue reliance upon any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: (a) changes in governmental regulations and policies; (b) cyber attacks, security vulnerabilities and internet disruptions, including breaches of data security and privacy leaks, data loss and business interruptions; (c) failures of our computer systems or communication systems, including as a result of a catastrophic event and the use of remote environments; (d) the impact of catastrophic events, including business disruptions, pandemics, reductions in employment and an increase in business failures on (1) the U.S. and the global economy and (2) our employees and our ability to provide services to our clients and respond to their needs; (e) the failure of third-party service providers to perform their functions; and (f) volatility in the political and economic environment, including as a result of inflation, changes to international trade policies, elevated interest rates, and geopolitical and military conflicts.

Any of these factors, as well as such other factors discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the United States Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in our periodic filings with the SEC, accessible on the SEC’s website at www.sec.gov, could cause our results to differ materially from those expressed in forward-looking statements. There may be other risks and uncertainties that we are unable to predict at this time or that are not currently expected to have a material adverse effect on our business. Any such risks could cause our results to differ materially from those expressed in forward-looking statements.

Website Disclosure

We use our website (www.pjtpartners.com) as a channel of distribution of Company information. The information we post may be deemed material. Accordingly, investors should monitor the website, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about PJT Partners when you enroll your e-mail address by visiting the “Investor Relations” page of our website at ir.pjtpartners.com. Although we refer to our website in this report, the contents of our website are not included or incorporated by reference into this report. All references to our website in this report are intended to be inactive textual references only.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PJT Partners Inc.

Condensed Consolidated Statements of Financial Condition (Unaudited)

(Dollars in Thousands, Except Share and Per Share Data)


	September 30, 2025			December 31, 2024
Assets
Cash and Cash Equivalents	$	400,452		$	483,877
Investments (at fair value)		120,701			62,912
Accounts Receivable (net of allowance for credit losses of $4,436 and $2,525 at September 30, 2025 and December 31, 2024, respectively)		371,320			320,783
Intangible Assets, Net		8,722			13,033
Goodwill		191,614			191,614
Furniture, Equipment and Leasehold Improvements, Net		45,994			22,137
Operating Lease Right-of-Use Assets		340,817			312,903
Other Assets		149,415			142,892
Deferred Tax Asset, Net		90,098			85,183
Total Assets	$	1,719,133		$	1,635,334
Liabilities and Equity
Accrued Compensation and Benefits	$	297,329		$	299,255
Accounts Payable, Accrued Expenses and Other Liabilities		30,134			33,624
Operating Lease Liabilities		413,207			354,520
Amount Due Pursuant to Tax Receivable Agreement		34,328			29,343
Taxes Payable		6,841			7,353
Deferred Revenue		6,856			9,596
Total Liabilities		788,695			733,691
Commitments and Contingencies
Equity
Class A Common Stock, par value $0.01 per share (3,000,000,000 shares authorized; 35,922,080 and 34,032,059 issued at September 30, 2025 and December 31, 2024, respectively; 24,307,171 and 23,688,184 outstanding at September 30, 2025 and December 31, 2024, respectively)		359			340
Class B Common Stock, par value $0.01 per share (1,000,000 shares authorized; 130 issued and outstanding at September 30, 2025; 125 issued and outstanding at December 31, 2024)		—			—
Additional Paid-In Capital		807,977			688,702
Retained Earnings		336,913			228,594
Accumulated Other Comprehensive Income (Loss)		2,801			(1,661	)
Treasury Stock at Cost (11,614,909 and 10,343,875 shares at September 30, 2025 and December 31, 2024, respectively)		(919,462	)		(728,962	)
Total PJT Partners Inc. Equity		228,588			187,013
Non-Controlling Interests		701,850			714,630
Total Equity		930,438			901,643
Total Liabilities and Equity	$	1,719,133		$	1,635,334

See notes to condensed consolidated financial statements.

PJT Partners Inc.

Condensed Consolidated Statements of Operations (Unaudited)

(Dollars in Thousands, Except Share and Per Share Data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenues
Advisory Fees	$	389,799	$	283,787	$	1,026,507	$	879,550
Placement Fees		49,156		32,464		128,406		113,826
Interest Income and Other		8,138		10,071		23,595		22,520
Total Revenues		447,093		326,322		1,178,508		1,015,896
Expenses
Compensation and Benefits		303,329		226,794		801,305		706,048
Occupancy and Related		15,424		12,961		44,197		37,229
Travel and Related		10,379		8,314		32,987		26,470
Professional Fees		9,775		10,883		26,211		28,012
Communications and Information Services		8,502		8,146		27,378		24,583
Depreciation and Amortization		3,406		2,984		9,900		9,594
Other Expenses		5,325		6,853		16,520		16,271
Total Expenses		356,140		276,935		958,498		848,207
Income Before Provision for Taxes		90,953		49,387		220,010		167,689
Provision for Taxes		15,996		8,314		9,452		20,213
Net Income		74,957		41,073		210,558		147,476
Net Income Attributable to Non-Controlling Interests		35,118		18,923		83,803		64,387
Net Income Attributable to PJT Partners Inc.	$	39,839	$	22,150	$	126,755	$	83,089
Net Income Per Share of Class A Common Stock
Basic	$	1.55	$	0.87	$	4.93	$	3.26
Diluted	$	1.47	$	0.79	$	4.70	$	3.08
Weighted-Average Shares of Class A Common Stock Outstanding
Basic		25,749,143		25,372,621		25,704,472		25,479,195
Diluted		28,633,155		44,642,704		43,896,543		43,831,639

See notes to condensed consolidated financial statements.

PJT Partners Inc.

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(Dollars in Thousands)


	Three Months Ended September 30,					Nine Months Ended September 30,
	2025			2024		2025		2024
Net Income	$	74,957		$	41,073	$	210,558	$	147,476
Other Comprehensive Income (Loss), Net of Tax — Currency Translation Adjustment		(1,352	)		3,721		8,333		2,746
Comprehensive Income		73,605			44,794		218,891		150,222
Less:
Comprehensive Income Attributable to Non- Controlling Interests		34,497			20,636		87,674		65,654
Comprehensive Income Attributable to PJT Partners Inc.	$	39,108		$	24,158	$	131,217	$	84,568

See notes to condensed consolidated financial statements.

PJT Partners Inc.

Condensed Consolidated Statements of Changes in Equity (Unaudited)

(Dollars in Thousands, Except Share Data)


	Shares																	Accumulated
	Class A		Class B					Class A		Class B		Additional						Other						Non-
	Common		Common		Treasury			Common		Common		Paid-In			Retained			Comprehensive			Treasury			Controlling
	Stock		Stock		Stock			Stock		Stock		Capital			Earnings			Income			Stock			Interests			Total
Balance at June 30, 2025		35,917,664		128		(11,614,909	)	$	359	$	—	$	779,851		$	303,159		$	3,532		$	(919,462	)	$	681,163		$	848,602
Net Income		—		—		—			—		—		—			39,839			—			—			35,118			74,957
Other Comprehensive Loss		—		—		—			—		—		—			—			(731	)		—			(621	)		(1,352	)
Dividends Declared ($0.25 Per Share of Class A Common Stock)		—		—		—			—		—		—			(6,085	)		—			—			—			(6,085	)
Equity-Based Compensation		—		—		—			—		—		42,714			—			—			—			4,857			47,571
Net Share Settlement		—		—		—			—		—		(95	)		—			—			—			—			(95	)
Deliveries of Vested Shares of Class A Common Stock		4,416		—		—			—		—		—			—			—			—			—			—
Change in Ownership Interest		—		2		—			—		—		(14,493	)		—			—			—			(18,667	)		(33,160	)
Balance at September 30, 2025		35,922,080		130		(11,614,909	)	$	359	$	—	$	807,977		$	336,913		$	2,801		$	(919,462	)	$	701,850		$	930,438


	Shares																	Accumulated
	Class A		Class B					Class A		Class B		Additional						Other						Non-
	Common		Common		Treasury			Common		Common		Paid-In			Retained			Comprehensive			Treasury			Controlling
	Stock		Stock		Stock			Stock		Stock		Capital			Earnings			Income (Loss)			Stock			Interests			Total
Balance at December 31, 2024		34,032,059		125		(10,343,875	)	$	340	$	—	$	688,702		$	228,594		$	(1,661	)	$	(728,962	)	$	714,630		$	901,643
Net Income		—		—		—			—		—		—			126,755			—			—			83,803			210,558
Other Comprehensive Income		—		—		—			—		—		—			—			4,462			—			3,871			8,333
Dividends Declared ($0.75 Per Share of Class A Common Stock)		—		—		—			—		—		—			(18,436	)		—			—			—			(18,436	)
Tax Distributions		—		—		—			—		—		—			—			—			—			(597	)		(597	)
Equity-Based Compensation		—		—		—			—		—		167,230			—			—			—			18,591			185,821
Net Share Settlement		—		—		—			—		—		(54,285	)		—			—			—			—			(54,285	)
Deliveries of Vested Shares of Class A Common Stock		1,890,021		—		—			19		—		(19	)		—			—			—			—			—
Change in Ownership Interest		—		5		—			—		—		6,349			—			—			—			(118,448	)		(112,099	)
Treasury Stock Purchases		—		—		(1,271,034	)		—		—		—			—			—			(190,500	)		—			(190,500	)
Balance at September 30, 2025		35,922,080		130		(11,614,909	)	$	359	$	—	$	807,977		$	336,913		$	2,801		$	(919,462	)	$	701,850		$	930,438

(continued)

See notes to condensed consolidated financial statements.

PJT Partners Inc.

Condensed Consolidated Statements of Changes in Equity (Unaudited)

(Dollars in Thousands, Except Share Data)


	Shares																		Accumulated
	Class A		Class B						Class A		Class B		Additional						Other						Non-
	Common		Common			Treasury			Common		Common		Paid-In			Retained			Comprehensive			Treasury			Controlling
	Stock		Stock			Stock			Stock		Stock		Capital			Earnings			Income (Loss)			Stock			Interests			Total
Balance at June 30, 2024		33,685,178		134			(9,835,875	)	$	337	$	—	$	623,308		$	167,060		$	(996	)	$	(655,912	)	$	713,973		$	847,770
Net Income		—		—			—			—		—		—			22,150			—			—			18,923			41,073
Other Comprehensive Income		—		—			—			—		—		—			—			2,008			—			1,713			3,721
Dividends Declared ($0.25 Per Share of Class A Common Stock)		—		—			—			—		—		—			(5,954	)		—			—			—			(5,954	)
Tax Distributions		—		—			—			—		—		—			—			—			—			(17,746	)		(17,746	)
Equity-Based Compensation		—		—			—			—		—		44,856			—			—			—			6,144			51,000
Net Share Settlement		—		—			—			—		—		(3,458	)		—			—			—			—			(3,458	)
Deliveries of Vested Shares of Class A Common Stock		63,452		—			—			1		—		(1	)		—			—			—			—			—
Change in Ownership Interest		—		(2	)		—			—		—		(11,237	)		—			—			—			(1,594	)		(12,831	)
Treasury Stock Purchases		—		—			(189,000	)		—		—		—			—			—			(23,049	)		—			(23,049	)
Balance at September 30, 2024		33,748,630		132			(10,024,875	)	$	338	$	—	$	653,468		$	183,256		$	1,012		$	(678,961	)	$	721,413		$	880,526


	Shares																		Accumulated
	Class A		Class B						Class A		Class B		Additional						Other						Non-
	Common		Common			Treasury			Common		Common		Paid-In			Retained			Comprehensive			Treasury			Controlling
	Stock		Stock			Stock			Stock		Stock		Capital			Earnings			Income (Loss)			Stock			Interests			Total
Balance at December 31, 2023		32,356,489		144			(8,171,050	)	$	324	$	—	$	619,702		$	118,332		$	(467	)	$	(493,222	)	$	616,495		$	861,164
Net Income		—		—			—			—		—		—			83,089			—			—			64,387			147,476
Other Comprehensive Income		—		—			—			—		—		—			—			1,479			—			1,267			2,746
Dividends Declared ($0.75 Per Share of Class A Common Stock)		—		—			—			—		—		—			(18,165	)		—			—			—			(18,165	)
Tax Distributions		—		—			—			—		—		—			—			—			—			(23,133	)		(23,133	)
Equity-Based Compensation		—		—			—			—		—		151,711			—			—			—			18,534			170,245
Net Share Settlement		—		—			—			—		—		(31,299	)		—			—			—			—			(31,299	)
Deliveries of Vested Shares of Class A Common Stock		1,392,141		—			—			14		—		(14	)		—			—			—			—			—
Change in Ownership Interest		—		(12	)		—			—		—		(86,632	)		—			—			—			43,863			(42,769	)
Treasury Stock Purchases		—		—			(1,853,825	)		—		—		—			—			—			(185,739	)		—			(185,739	)
Balance at September 30, 2024		33,748,630		132			(10,024,875	)	$	338	$	—	$	653,468		$	183,256		$	1,012		$	(678,961	)	$	721,413		$	880,526

See notes to condensed consolidated financial statements.

PJT Partners Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in Thousands)


	Nine Months Ended September 30,
	2025			2024
Operating Activities
Net Income	$	210,558		$	147,476
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
Equity-Based Compensation Expense		185,821			170,245
Depreciation and Amortization Expense		9,900			9,594
Amortization of Operating Lease Right-of-Use Assets		13,317			11,843
Provision for Credit Losses		1,923			5,205
Other		(6,474	)		(4,118	)
Cash Flows Due to Changes in Operating Assets and Liabilities
Accounts Receivable		(45,140	)		(83,119	)
Other Assets		15,948			7,311
Accrued Compensation and Benefits		(7,485	)		63,417
Accounts Payable, Accrued Expenses and Other Liabilities		(2,770	)		5,908
Taxes Payable		(775	)		(134	)
Deferred Revenue		(4,232	)		1,606
Net Cash Provided by Operating Activities		370,591			335,234
Investing Activities
Purchases of Investments		(162,765	)		(350,782	)
Proceeds from Sales and Maturities of Investments		105,932			109,264
Purchases of Furniture, Equipment and Leasehold Improvements		(28,707	)		(2,873	)
Net Cash Used in Investing Activities		(85,540	)		(244,391	)
Financing Activities
Dividends		(18,436	)		(18,165	)
Tax Distributions		(597	)		(23,133	)
Employee Taxes Paid for Shares Withheld		(54,285	)		(31,299	)
Cash-Settled Exchanges of Partnership Units		(114,388	)		(43,358	)
Treasury Stock Purchases		(190,500	)		(185,587	)
Payments Pursuant to Tax Receivable Agreement		(409	)		(616	)
Net Cash Used in Financing Activities		(378,615	)		(302,158	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		10,139			4,608
Net Decrease in Cash and Cash Equivalents		(83,425	)		(206,707	)
Cash and Cash Equivalents, Beginning of Period		483,877			355,543
Cash and Cash Equivalents, End of Period	$	400,452		$	148,836
Supplemental Disclosure of Cash Flows Information
Payments for Income Taxes, Net of Refunds Received	$	12,382		$	15,427

See notes to condensed consolidated financial statements.

PJT Partners Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

ORGANIZATION

PJT Partners Inc. and its consolidated subsidiaries (the “Company” or “PJT Partners”) offer a unique portfolio of advisory and placement services designed to help clients achieve their strategic objectives.

On October 1, 2015, Blackstone Inc. (the “former Parent”) distributed on a pro rata basis to its common unitholders all of the issued and outstanding shares of Class A common stock of PJT Partners Inc. held by it. This pro rata distribution is referred to as the “Distribution.” The separation of the PJT Partners business from the former Parent and related transactions, including the Distribution, the internal reorganization that preceded the Distribution and the acquisition by PJT Partners of PJT Capital LP (together with its general partner and their respective subsidiaries, “PJT Capital”) that occurred substantially concurrently with the Distribution, is referred to as the “spin-off.”

PJT Partners Inc. is the sole general partner of PJT Partners Holdings LP. PJT Partners Inc. owns less than 100% of the economic interest in PJT Partners Holdings LP, but has 100% of the voting power and controls the management of PJT Partners Holdings LP. As of September 30, 2025, the non-controlling interest of PJT Partners Holdings LP was 38.2%. As the sole general partner of PJT Partners Holdings LP, PJT Partners Inc. operates and controls all of the business and affairs and consolidates the financial results of PJT Partners Holdings LP and its operating subsidiaries. The Company operates through the following subsidiaries: PJT Partners LP, PJT Partners (UK) Limited, PJT Partners (HK) Limited, PJT Partners Park Hill (Spain) A.V., S.A.U., PJT Partners (Germany) GmbH, PJT Partners (France) SAS, PJT Partners Japan K.K., deNovo Corporate Advisors MENA LLC (“deNovo MENA”), PJT deNovo Partners Ltd (“deNovo DIFC”), and deNovo Partners Finance (collectively with deNovo MENA and deNovo DIFC, “deNovo Partners”).

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company prepared the accompanying condensed consolidated financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and the instructions to Form 10-Q. The condensed consolidated financial statements, including these notes, are unaudited and exclude some of the disclosures required in annual financial statements. Management believes it has made all necessary adjustments (consisting of only normal recurring items) so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing its condensed consolidated financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Intercompany transactions have been eliminated for all periods presented.

For a comprehensive disclosure of the Company’s significant accounting policies, see Note 2. “Summary of Significant Accounting Policies” 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, 2024.

Cash, Cash Equivalents and Investments

Cash and Cash Equivalents include (i) highly liquid money market funds, (ii) short-term interest bearing and non-interest bearing accounts, and (iii) short-term investments that are readily convertible to known amounts of cash and have original maturities of three months or less from the date of purchase. Also included in Cash and Cash Equivalents are amounts held in bank accounts that are subject to advance notification to withdraw, which totaled $11.5 million and $10.7 million as of September 30, 2025 and December 31, 2024, respectively.

Treasury securities with original maturities greater than three months when purchased are classified as Investments in the Condensed Consolidated Statements of Financial Condition.

PJT Partners Inc.

Notes to Condensed Consolidated Financial Statements – Continued (Unaudited)

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

Reclassifications

Certain balances on the Condensed Consolidated Statements of Operations in the prior period have been reclassified to conform to their current presentation. For the three and nine months ended September 30, 2024, this resulted in a reclassification of $3.3 million and $9.6 million, respectively, from Other Expenses to Communications and Information Services. This reclassification had no impact on net income or Condensed Consolidated Statements of Financial Condition.

Recent Accounting Developments

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09, Improvement to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 provides guidance to enhance existing income tax disclosures related to the effective tax rate reconciliation and income taxes paid. The guidance is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. The Company is currently assessing the impact that adoption will have on its condensed consolidated financial statements.

In November 2024, the FASB issued Accounting Standards Update 2024-03, Disaggregation of Income Statement Expenses ("ASU 2024-03"). ASU 2024-03 primarily requires enhanced disclosures about certain types of expenses. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact that adoption will have on its condensed consolidated financial statements.

In July 2025, the FASB issued Accounting Standards Update 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025-05"). ASU 2025-05 provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Accounting Standards Codification (“ASC”) 606, which permits entities to assume that the current conditions as of the balance sheet date do not change for the remaining life of the asset. The guidance is effective for annual reporting periods beginning after December 15, 2025, with early adoption permitted. The Company is currently assessing the impact that adoption will have on its condensed consolidated financial statements.

REVENUES FROM CONTRACTS WITH CUSTOMERS

The following table provides a disaggregation of revenues recognized from contracts with customers for the three and nine months ended September 30, 2025 and 2024:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Advisory Fees	$	389,799	$	283,787	$	1,026,507	$	879,550
Placement Fees		49,156		32,464		128,406		113,826
Interest Income from Placement Fees and Other		3,307		4,095		10,370		12,136
Revenues from Contracts with Customers	$	442,262	$	320,346	$	1,165,283	$	1,005,512

Performance Obligations

The Company generally expects performance obligations from contracts with customers to have an original expected duration of one year or less; therefore, the Company has elected to apply the practical expedient in ASC 606-10-50-14. The transaction price allocated to performance obligations yet to be satisfied with an original expected duration exceeding one year was not material at September 30, 2025.

PJT Partners Inc.

Notes to Condensed Consolidated Financial Statements – Continued (Unaudited)

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

The majority of revenues recognized by the Company during the three and nine months ended September 30, 2025 and 2024 were related to performance obligations that were satisfied or partially satisfied in prior periods, primarily due to constraints on variable consideration from prior periods being resolved.

Contract Balances

There were no significant impairments related to contract balances during the three and nine months ended September 30, 2025 and 2024.

For the nine months ended September 30, 2025 and 2024, $8.1 million and $9.8 million, respectively, of revenue was recognized that was included in the beginning balance of Deferred Revenue, primarily related to the Company’s performance obligation of standing ready to perform. In certain contracts, the Company receives customer expense advances, which are also considered to be contract liabilities. The Company recorded $2.2 million and $1.5 million as of September 30, 2025 and December 31, 2024, respectively, in Accounts Payable, Accrued Expenses and Other Liabilities in the Condensed Consolidated Statements of Financial Condition primarily related to expense advances.

ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES

Changes in the allowance for credit losses consist of the following:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Beginning Balance	$	5,192		$	3,571		$	2,525		$	2,391
Provision (Benefit) for Credit Losses		(756	)		578			1,923			5,205
Write-offs		—			(129	)		(112	)		(3,826	)
Recoveries		—			—			100			250
Ending Balance	$	4,436		$	4,020		$	4,436		$	4,020

Included in Accounts Receivable, Net is accrued interest of $3.6 million and $3.7 million as of September 30, 2025 and December 31, 2024, respectively, related to placement fees.

Included in Accounts Receivable, Net are long-term receivables of $87.1 million and $88.6 million as of September 30, 2025 and December 31, 2024, respectively, related to placement fees that are generally paid in installments over a period of three to four years.

The Company does not have any long-term receivables on non-accrual status. Of receivables that originated as long-term, there were $2.2 million and $3.5 million as of September 30, 2025 and December 31, 2024, respectively, that were outstanding more than 90 days. The Company’s allowance for credit losses with respect to long-term receivables was $0.9 million and $1.1 million as of September 30, 2025 and December 31, 2024 respectively.

PJT Partners Inc.

Notes to Condensed Consolidated Financial Statements – Continued (Unaudited)

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

INTANGIBLE ASSETS

Intangible Assets, Net consists of the following:


	September 30, 2025			December 31, 2024
Finite-Lived Intangible Assets
Customer Relationships	$	66,376		$	66,376
Trade Name		9,900			9,900
Total Intangible Assets		76,276			76,276
Accumulated Amortization
Customer Relationships		(57,654	)		(53,846	)
Trade Name		(9,900	)		(9,397	)
Total Accumulated Amortization		(67,554	)		(63,243	)
Intangible Assets, Net	$	8,722		$	13,033

Amortization expense was $1.4 million and $4.3 million for the three and nine months ended September 30, 2025, respectively, and $1.2 million and $3.7 million for the three and nine months ended September 30, 2024, respectively.

Amortization of Intangible Assets held at September 30, 2025 is expected to be $1.3 million for the remainder of the year ending December 31, 2025, $4.0 million the year ending December 31, 2026, $0.7 million for each of the years ending December 31, 2027, 2028 and 2029. The intangible assets as of September 30, 2025 are expected to amortize over a weighted-average period of 3.5 years.

FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Furniture, Equipment and Leasehold Improvements, Net consists of the following:


	September 30, 2025			December 31, 2024
Leasehold Improvements	$	83,594		$	59,198
Furniture and Fixtures		17,545			17,316
Office Equipment		8,920			7,197
Fractional Aircraft Ownership Interest		3,800			—
Total Furniture, Equipment and Leasehold Improvements		113,859			83,711
Accumulated Depreciation		(67,865	)		(61,574	)
Furniture, Equipment and Leasehold Improvements, Net	$	45,994		$	22,137

Depreciation expense was $2.0 million and $5.6 million for the three and nine months ended September 30, 2025, respectively, and $1.8 million and $5.9 million for the three and nine months ended September 30, 2024, respectively.

PJT Partners Inc.

Notes to Condensed Consolidated Financial Statements – Continued (Unaudited)

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

FAIR VALUE MEASUREMENTS

The following tables summarize the valuation of the Company’s investments by the fair value hierarchy:


	September 30, 2025
	Level I		Level II		Level III		Total
Treasury Securities	$	—	$	120,701	$	—	$	120,701
Money Market Funds		—		266,939		—		266,939
Total	$	—	$	387,640	$	—	$	387,640

	December 31, 2024
	Level I		Level II		Level III		Total
Treasury Securities	$	—	$	62,912	$	—	$	62,912
Money Market Funds		—		100,726		—		100,726
Total	$	—	$	163,638	$	—	$	163,638

Investments in Treasury securities were included in Investments at September 30, 2025 and December 31, 2024 in the Condensed Consolidated Statements of Financial Condition. Investments in money market funds were included in Cash and Cash Equivalents at September 30, 2025 and December 31, 2024 in the Condensed Consolidated Statements of Financial Condition.

INCOME TAXES

The following table summarizes the Company’s tax position:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Income Before Provision for Taxes	$	90,953		$	49,387		$	220,010		$	167,689
Provision for Taxes	$	15,996		$	8,314		$	9,452		$	20,213
Effective Income Tax Rate		17.6	%		16.8	%		4.3	%		12.1	%

The Company’s effective tax rate differed from the U.S. federal statutory tax rate for the three and nine months ended September 30, 2025 primarily due to partnership income not being subject to U.S. corporate income taxes, state and local taxes, and permanent differences related to equity-based compensation.

The Company had no unrecognized tax benefits as of September 30, 2025.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), which includes a broad range of tax reform provisions, was signed into law in the United States. The Company is continuing to assess the impact of OBBBA and does not expect it to have a material impact on the Company’s 2025 condensed consolidated financial statements.

PJT Partners Inc.

Notes to Condensed Consolidated Financial Statements – Continued (Unaudited)

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

NET INCOME PER SHARE OF CLASS A COMMON STOCK

Basic and diluted net income per share of PJT Partners Inc. Class A common stock for the three and nine months ended September 30, 2025 and 2024 is presented below:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Numerator:
Net Income Attributable to Shares of Class A Common Stock — Basic	$	39,839	$	22,150	$	126,755	$	83,089
Incremental Net Income from Dilutive Securities		2,390		13,339		79,506		51,785
Net Income Attributable to Shares of Class A Common Stock — Diluted	$	42,229	$	35,489	$	206,261	$	134,874
Denominator:
Weighted-Average Shares of Class A Common Stock Outstanding — Basic		25,749,143		25,372,621		25,704,472		25,479,195
Weighted-Average Number of Incremental Shares from Unvested RSUs		2,884,012		3,437,914		2,846,714		2,702,602
Weighted-Average Number of Incremental Shares from Partnership Units		—		15,832,169		15,345,357		15,649,842
Weighted-Average Shares of Class A Common Stock Outstanding — Diluted		28,633,155		44,642,704		43,896,543		43,831,639
Net Income Per Share of Class A Common Stock
Basic	$	1.55	$	0.87	$	4.93	$	3.26
Diluted	$	1.47	$	0.79	$	4.70	$	3.08

Holders of common units of partnership interest in PJT Partners Holdings LP (“Partnership Units”) (other than PJT Partners Inc.) have the right, subject to the terms and conditions set forth in the partnership agreement of PJT Partners Holdings LP, as amended and restated, on a quarterly basis (subject to the terms of the exchange agreement, as amended), exchange all or part of their Partnership Units for PJT Partners Inc. Class A common stock on a one-for-one basis, subject to applicable vesting and transfer restrictions. If all Partnership Units were exchanged for PJT Partners Inc. Class A common stock, weighted-average PJT Partners Inc. Class A common stock outstanding would be 40,904,640 and 41,049,829 for the three and nine months ended September 30, 2025, respectively, excluding unvested restricted stock units (“RSUs”). In computing the dilutive effect, if any, which the aforementioned exchange would have on net income per share, net income attributable to holders of PJT Partners Inc. Class A common stock would be adjusted due to the elimination of the non-controlling interests associated with the Partnership Units (including any tax impact). For the three months ended September 30, 2025, there were 15,155,497 weighted-average Partnership Units that were anti-dilutive. For the nine months ended September 30, 2025, there were no anti-dilutive securities. For the three and nine months ended September 30, 2024, there were no anti-dilutive securities.

Share Repurchase Program

On February 6, 2024, the Company announced that the Board authorized a $500 million Class A common stock repurchase program, which replaced the then-existing $200 million repurchase program authorized on April 25, 2022. As of September 30, 2025, the Company’s remaining repurchase authorization was $87.2 million. Under the current repurchase program, which has no expiration date, shares of the Company’s Class A common stock may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of shares repurchased depend on a variety of factors, including economic and market conditions, price, and legal requirements. The repurchase program may be suspended or discontinued at any time.

During the nine months ended September 30, 2025, the Company repurchased 1.3 million shares of the Company’s Class A common stock at a volume-weighted average price per share of $149.85, or $190.5 million in aggregate, excluding excise tax on net share repurchases, pursuant to the share repurchase program.

PJT Partners Inc.

Notes to Condensed Consolidated Financial Statements – Continued (Unaudited)

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

10.

EQUITY-BASED AND OTHER DEFERRED COMPENSATION

Overview

Further information regarding the Company’s equity-based compensation awards is described in Note 10. “Equity-Based and Other Deferred 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, 2024.

The following table represents equity-based compensation expense and the related income tax benefit for the three and nine months ended September 30, 2025 and 2024:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Equity-Based Compensation Expense	$	47,571	$	51,000	$	185,821	$	170,245
Income Tax Benefit	$	6,948	$	6,584	$	26,760	$	22,445

Restricted Stock Units

The following table summarizes activity related to unvested RSUs, including those that have fully achieved market conditions in prior periods and remain subject to service conditions, for the nine months ended September 30, 2025:


	Restricted Stock Units
				Weighted-
				Average
				Grant Date
	Number of			Fair Value
	Units			(in dollars)
Balance, December 31, 2024		7,188,089		$	81.28
Granted		1,347,896			174.65
Dividends Reinvested on RSUs		(36,053	)		45.98
Forfeited		(40,859	)		115.89
Vested		(2,149,202	)		69.77
Balance, September 30, 2025		6,309,871		$	105.12

As of September 30, 2025, there was $320.1 million of estimated unrecognized compensation expense related to unvested RSU awards. This cost is expected to be recognized over a weighted-average period of 1.4 years. The Company assumes a forfeiture rate of 4.0% to 7.0% annually based on expected turnover and periodically reassesses this rate. The balance as of December 31, 2024 includes 909,636 RSU awards that had fully achieved market conditions with a weighted-average grant date fair value of $42.87. The weighted-average grant date fair value with respect to RSUs granted for the nine months ended September 30, 2024 was $100.52. There were no RSUs granted that contained both service and market conditions for the nine months ended September 30, 2024.

PJT Partners Inc.

Notes to Condensed Consolidated Financial Statements – Continued (Unaudited)

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

Partnership Units

The following table summarizes activity related to unvested Partnership Units, including those that have fully achieved market conditions in prior periods and remain subject to service conditions, for the nine months ended September 30, 2025:


	Partnership Units
				Weighted-
				Average
	Number of			Grant Date
	Partnership			Fair Value
	Units			(in dollars)
Balance, December 31, 2024		1,299,131		$	59.16
Granted		73,469			162.65
Vested		(273,831	)		45.44
Balance, September 30, 2025		1,098,769		$	69.50

As of September 30, 2025, there was $32.5 million of estimated unrecognized compensation expense related to unvested Partnership Units. This cost is expected to be recognized over a weighted-average period of 1.2 years. The Company assumes a forfeiture rate of 1.0% annually based on expected turnover and periodically reassesses this rate. The balance as of December 31, 2024 includes 664,655 Partnership Unit awards that had fully achieved market conditions with a weighted-average grant date fair value of $39.10. The weighted-average grant date fair value with respect to Partnership Units granted for the nine months ended September 30, 2024 was $106.41. There were no Partnership Units granted that contained both service and market conditions for the nine months ended September 30, 2024.

Units Expected to Vest

The following unvested units, after expected forfeitures, as of September 30, 2025, are expected to vest:


			Weighted- Average
			Service Period
	Units		in Years
Restricted Stock Units		5,988,477		1.4
Partnership Units		1,093,745		1.2
Total Equity-Based Awards		7,082,222		1.4

Deferred Cash Compensation

The Company has periodically issued deferred cash compensation in connection with annual incentive compensation as well as other hiring or retention related awards. These awards typically vest over a period of one to four years. Compensation expense related to deferred cash awards was $11.5 million and $34.0 million for the three and nine months ended September 30, 2025, respectively, and $12.8 million and $40.7 million for the three and nine months ended September 30, 2024, respectively. As of September 30, 2025, there was $27.6 million of unrecognized compensation expense related to these awards. The weighted-average period over which this compensation cost is expected to be recognized is 1.3 years.

PJT Partners Inc.

Notes to Condensed Consolidated Financial Statements – Continued (Unaudited)

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

11.

LEASES

The components of lease expense were as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Operating Lease Cost	$	11,582		$	9,912		$	33,744		$	28,563
Variable Lease Cost		1,769			1,245			4,615			3,310
Sublease Income		(315	)		(201	)		(757	)		(604	)
Total Lease Cost	$	13,036		$	10,956		$	37,602		$	31,269

Supplemental information related to the Company’s operating leases was as follows:


	Nine Months Ended September 30,
	2025		2024
Cash Paid for Amounts Included in Measurement of Lease Liabilities
Operating Cash Flows from Operating Leases	$	52	$	3,971
Right-of-Use Assets Obtained in Exchange for Operating Lease Liabilities	$	36,687	$	24,054


	September 30, 2025			December 31, 2024
Weighted-Average Remaining Lease Term (in years)		13.9			14.4
Weighted-Average Discount Rate		6.9	%		6.9	%

The following is a maturity analysis of the annual undiscounted cash flows of the Company’s operating lease liabilities as of September 30, 2025:


Year Ending December 31,
2025 (October 1 through December 31)	$	8,976
2026		35,661
2027		41,749
2028		49,594
2029		49,322
Thereafter		484,266
Total Lease Payments		669,568
Less: Tenant Improvement Allowances		25,779
Less: Imputed Interest		230,582
Total	$	413,207

12.

TRANSACTIONS WITH RELATED PARTIES

Exchange Agreement

The Company has entered into an exchange agreement, as amended, with the limited partners of PJT Partners Holdings LP pursuant to which they (or certain permitted transferees) have the right, subject to the terms and conditions set forth in the Third Amended and Restated Limited Partnership Agreement of PJT Partners Holdings LP (the “Partnership Agreement”), on a quarterly basis, to exchange all or part of their Partnership Units. Further, pursuant to the terms in the Partnership Agreement of PJT Partners Holdings LP, the Company may also require holders of Partnership Units who are not Service Providers (as defined in the Partnership Agreement of PJT Partners Holdings LP) to exchange such Partnership Units. The Company retains the sole option to determine whether to settle the exchange in either cash or for shares of PJT Partners Inc. Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for splits, unit distributions and reclassifications.

PJT Partners Inc.

Notes to Condensed Consolidated Financial Statements – Continued (Unaudited)

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

Further information regarding the exchange agreement is described in Note 13. “Transactions with Related Parties—Exchange Agreement” 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, 2024.

For the nine months ended September 30, 2025 and 2024, certain holders of Partnership Units exchanged 0.7 million and 0.4 million Partnership Units, respectively, for cash in the amounts of $114.4 million and $43.4 million, respectively. Such amounts are recorded as a reduction of Non-Controlling Interests in the Condensed Consolidated Statements of Financial Condition.

With respect to the third quarter 2025 exchange, certain holders of Partnership Units presented the Company with 0.1 million Partnership Units for exchange. The Company elected to exchange these Partnership Units for cash at an amount to be determined by the volume-weighted average price per share of the Company’s Class A common stock on November 6, 2025 (the Exchange Date).

Registration Rights Agreement

The Company has entered into a registration rights agreement with the limited partners of PJT Partners Holdings LP pursuant to which the Company granted them, their affiliates and certain of their transferees the right, under certain circumstances and subject to certain restrictions, to require the Company to register under the Securities Act of 1933 shares of the Company’s Class A common stock delivered in exchange for Partnership Units. The registration rights agreement does not contain any penalties associated with failure to file or to maintain the effectiveness of a registration statement covering the shares owned by individuals covered by such agreement.

Tax Receivable Agreement

The Company has entered into a tax receivable agreement with the holders of Partnership Units (other than PJT Partners Inc.) that provides for the payment by PJT Partners Inc. to exchanging holders of Partnership Units of 85% of the benefits, if any, that PJT Partners Inc. is deemed to realize as a result of the increases in tax basis related to such exchanges of Partnership Units and of certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. As of September 30, 2025 and December 31, 2024, the Company had amounts due of $34.3 million and $29.3 million, respectively, pursuant to the tax receivable agreement, which represent management’s best estimate of the amounts currently expected to be owed in connection with the tax receivable agreement. Actual payments may differ significantly from estimated amounts due.

Sublease

The Company has entered into a Sublease Agreement (the “Sublease”) with Dynasty Equity Partners Management, LLC (“Dynasty”) to sublease a portion of its office space to Dynasty. K. Don Cornwell, a member of the Board, is the CEO and co-founder of Dynasty. The sublease commenced on October 1, 2022 with an initial term of two years and an option to extend for an additional year, which was subsequently exercised. During the third quarter of 2025, the Sublease was amended to further extend the term through June 30, 2026. The rent, terms and conditions of the Sublease were consistent with those similar to subleases in the market as of the time the Sublease was entered or extended, and the Company recognized $0.2 million and $0.6 million of sublease income for each of the three and nine months ended September 30, 2025 and 2024. Such amounts are recorded in Interest Income and Other in the Condensed Consolidated Statements of Operations.

Aircraft

The Company makes available to its CEO and, on occasion by exception, to other partners, including the Company’s Named Executive Officers, personal use of a company aircraft when it is not being used for business purposes, for which the Company is reimbursed the cost associated with such use. Such amount is not material to the condensed consolidated financial statements.

PJT Partners Inc.

Notes to Condensed Consolidated Financial Statements – Continued (Unaudited)

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

13.

COMMITMENTS AND CONTINGENCIES

Commitments

Line of Credit

On July 29, 2024, PJT Partners Holdings LP, as borrower (the “Borrower”), entered into a syndicated revolving credit agreement (the “Credit Agreement”) and related documents with Bank of America, N.A., as the administrative agent (the “Administrative Agent”), and certain other financial institutions party thereto as lenders. The Credit Agreement provides for a revolving credit facility with aggregate principal amount of up to $100 million. Outstanding borrowings under the revolving credit facility bear interest of Secured Overnight Financing Rate plus 1.85% per annum. In connection with the closing of the Credit Agreement, the Borrower paid certain closing costs and fees. In addition, the Borrower will also pay a commitment fee on the unused portion of the revolving credit facility of 0.25% per annum, payable quarterly in arrears. The revolving credit facility will mature and the commitments thereunder will terminate on July 29, 2026, subject to extension by agreement of the Borrower and Administrative Agent.

The Credit Agreement contains usual and customary affirmative and negative covenants that among other things, limit or restrict the ability of the Borrower (subject to certain qualifications and exceptions) to make certain payments and enter into certain transactions. The Borrower is required to comply with the following financial covenants (in each case, as defined in the Credit Agreement):

•

Minimum Consolidated Tangible Net Worth of $300 million; and

•

Maximum Consolidated Leverage Ratio of 1.50 to 1.00.

A breach of such covenants or any other event of default would entitle the Administrative Agent to accelerate the Borrower’s debt obligations under the Credit Agreement.

As of September 30, 2025 and December 31, 2024, there were no borrowings outstanding under the Credit Agreement.

As of September 30, 2025 and December 31, 2024, the Company was in compliance with the debt covenants under the Credit Agreement.

Contingencies

Litigation

From time to time, the Company may be 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, after consultation with external counsel, the Company believes it is not probable and/or reasonably possible that any current legal proceedings or claims would individually or in the aggregate have a material adverse effect on the condensed consolidated financial statements of the Company. The Company is not currently able to estimate the possible loss or range of loss until developments in such matters have provided sufficient information to support such an assessment, including quantification of a damage demand from plaintiffs, discovery from other parties and investigation of factual allegations, rulings by courts on motions or appeals, analysis by experts or the status of any settlement negotiations.

In connection with these matters, the Company has incurred and may continue to incur legal expenses, which are expensed as incurred and presented net of any insurance reimbursements. These expenses are recorded in Professional Fees and Other Expenses in the Condensed Consolidated Statements of Operations.

There were no material developments to the legal proceedings previously disclosed in Note 14. “Commitments and Contingencies—Contingencies, Litigation” in the “Notes to Consolidated Financial Statements”

PJT Partners Inc.

Notes to Condensed Consolidated Financial Statements – Continued (Unaudited)

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

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, 2024.

Guarantee

The Company provides a guarantee to a lending institution for certain loans held by employees for investment in funds of its former Parent, which are secured by the underlying investments in those funds. As of September 30, 2025 and December 31, 2024, the amount guaranteed was $1.6 million and $2.0 million, respectively. In connection with this guarantee, the Company currently expects any associated risk of loss to be insignificant.

Indemnifications

The Company has entered and may continue to enter into contracts that contain a variety of indemnification obligations. The Company’s maximum exposure under these arrangements is not known; however, the Company currently expects any associated risk of loss to be insignificant. In connection with these matters, the Company has incurred and may continue to incur legal expenses, which are expensed as incurred.

Transactions and Agreements with former Parent

Employee Matters Agreement

Pursuant to the Employee Matters Agreement, the Company has agreed to pay our former Parent the net realized cash benefit resulting from certain compensation-related tax deductions. Amounts are payable annually (for periods in which a cash benefit is realized) within nine months of the end of the relevant tax period. As of September 30, 2025 and December 31, 2024, the Company had accrued $0.6 million and $0.5 million, respectively, which the Company anticipates will be payable to former Parent after the Company files its respective tax returns. The tax deduction and corresponding payable related to such deliveries will fluctuate primarily based on the price of former Parent’s common stock at the time of delivery.

14.

REGULATED ENTITIES

Certain subsidiaries of the Company are subject to various regulatory requirements in the United States, United Kingdom, Hong Kong, Spain, Japan, United Arab Emirates and the Kingdom of Saudi Arabia, which specify, among other requirements, capital adequacy requirements.

PJT Partners LP is a registered broker-dealer through which advisory and placement services are conducted in the U.S. and is subject to the net capital requirements of Rule 15c3-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of September 30, 2025 and December 31, 2024, PJT Partners LP had net capital of $314.6 million and $335.4 million, respectively, which exceeded the minimum net capital requirement by $313.1 million and $333.6 million, respectively. PJT Partners LP does not carry customer accounts and does not otherwise hold funds or securities for, or owe money or securities to, customers and, accordingly, has no obligations under the SEC Customer Protection Rule (Rule 15c3-3).

As of September 30, 2025 and December 31, 2024, PJT Partners (UK) Limited, PJT Partners (HK) Limited, PJT Partners Park Hill (Spain) A.V., S.A.U., PJT Partners Japan K.K., deNovo DIFC, and deNovo Partners Finance were in compliance with local capital adequacy requirements.

PJT Partners Inc.

Notes to Condensed Consolidated Financial Statements – Continued (Unaudited)

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

15.

SEGMENT AND GEOGRAPHIC INFORMATION

The Company’s activities providing advisory and placement services constitute a single reportable segment. An operating segment is a component of an entity that conducts business and incurs revenues and expenses for which discrete financial information is available that is reviewed by the chief operating decision maker ("CODM") in assessing performance and making resource allocation decisions. The Company's CODM is the Chief Executive Officer. The Company has a single operating segment and therefore a single reportable segment.

The Company is organized as one operating segment in order to maximize the value of advice to clients by drawing upon the diversified expertise and broad relationships of senior professionals across the Company. The accounting policies of the reportable segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance and allocates resources on a consolidated basis based on consolidated Net Income that is presented on the Condensed Consolidated Statements of Operations as well as other broad considerations, including the market opportunity, available expertise across the Company and the strength and efficacy of professionals’ collaboration. The measure of segment assets is presented on the Condensed Consolidated Statements of Financial Condition as total consolidated assets. The CODM reviews segment assets at the same level or category as presented on the Condensed Consolidated Statements of Financial Condition. The CODM uses consolidated Net Income to assist in assessing performance, establishing compensation, and setting capital priorities including such actions as reinvesting profits into the business, offsetting dilution or paying dividends. The CODM is regularly provided with the consolidated expenses as presented on the Condensed Consolidated Statements of Operations.

Since the financial markets are global in nature, the Company generally manages its business based on the operating results of the Company taken as a whole, not by geographic region. 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 reflective of the geography in which the Company’s clients are located.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenues from Contracts with Customers
United States	$	380,039	$	275,578	$	987,163	$	883,733
United Kingdom		56,500		32,896		146,103		100,938
Other International		5,723		11,872		32,017		20,841
Total Revenues from Contracts with Customers		442,262		320,346		1,165,283		1,005,512
Interest Income and Other1		4,831		5,976		13,225		10,384
Total Revenues	$	447,093	$	326,322	$	1,178,508	$	1,015,896


	September 30, 2025		December 31, 2024
Assets
United States	$	1,419,015	$	1,363,744
United Kingdom		206,333		176,551
Other International		93,785		95,039
Total	$	1,719,133	$	1,635,334

1 Includes revenues not otherwise derived from contracts with customers.

16.

SUBSEQUENT EVENTS

The Board has declared a quarterly dividend of $0.25 per share of the Company’s Class A common stock, which will be paid on December 17, 2025 to the Company’s Class A common stockholders of record as of December 3, 2025.

PJT Partners Inc.

Notes to Condensed Consolidated Financial Statements – Continued (Unaudited)

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

The Company has evaluated the impact of subsequent events through the date these financial statements were issued and determined there were no subsequent events requiring adjustment or further disclosure to the financial statements besides the exchange of Partnership Units described in Note 12. “Transactions with Related Parties—Exchange Agreement”.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with PJT Partners Inc.’s Condensed Consolidated Financial Statements and the related notes included in this Quarterly Report on Form 10-Q.

Our Business

PJT Partners is a premier, global, advisory-focused investment bank that was built from the ground up to be different. Our highly experienced, collaborative teams provide independent advice coupled with old-world, high-touch client service. This ethos has allowed us to attract some of the very best talent in the markets in which we operate. We deliver leading advice to many of the world's most consequential companies, effect some of the most transformative transactions and restructurings and raise billions of dollars of capital around the globe to support startups and more established companies.

For further information regarding our business, refer to “Part I. Item 1. Business” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Business Environment

Economic and global financial conditions can materially affect our operational and financial performance. See “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of some of the factors that can affect our performance.

Mergers and acquisitions (“M&A”) is a cyclical business that is impacted by macroeconomic conditions. There are several factors influencing global M&A activity in the intermediate term, including monetary policy, global trade policies, greater economic and geopolitical uncertainty and global growth. How these macroeconomic factors impact the strength of strategic activity in the intermediate term is still uncertain and while there are indications of a pickup in M&A activity, the data continues to present a mixed picture. In the third quarter of 2025, worldwide M&A announced volumes increased 33% compared with prior year, however, the number of transactions declined1. While we expect the markets to recover to historical relationships between M&A activity and broader market benchmarks, the pace of such recovery remains unclear.

Global restructuring and special situations activity remained elevated during the third quarter of 2025 due to liability management, balance sheet restructuring and increasing bankruptcy activity. A number of factors are driving elevated levels of distress with both corporates and financial sponsors dealing with challenged business models and macroeconomic uncertainties, including the impact of tariffs. Activity remained dispersed with corporates, creditors and financial sponsors operating in certain industries across a breadth of geographies, demonstrating a continued multi-year restructuring cycle.

Fund placement activity remains challenging given the overall slowdown in realizations and the supply of alternative investment opportunities in the market seeking capital. Additionally, limited partners have become more discerning in their deployment of capital for both existing and new fund manager relationships. Investors continue to focus on existing relationships and, as a result, the bar for fund managers to attract new investors remains high as a flight to quality persists. As it relates to private capital solutions, the demand for alternative liquidity vehicles from general partners and limited partners continues to be a driver for increased activity, and, barring no major changes in the macroeconomic outlook, we expect market volumes to reach record levels.

___________________________________________________________________________________________________________________________________________

1Source: LSEG Global Mergers & Acquisitions Review for First Nine months of 2025 as of September 30, 2025.

Key Financial Measures

Revenues

Substantially all of our revenues are derived from contracts with clients to provide advisory and placement services. This revenue is primarily a function of the number of active engagements we have, the size and the complexity of each of those engagements and the fees we charge for our services.

We provide a range of strategic advisory, shareholder advisory, capital markets advisory, and restructuring and special situations services to corporations, financial sponsors, institutional investors and governments around the world. In conjunction with providing restructuring advice, we may also assist with raising various forms of financing, including debt and equity. Our private capital solutions services include providing general partner solutions and investing solutions to clients seeking portfolio liquidity, unfunded commitment relief and investments in secondary markets. Our fund placement services primarily serve a diverse range of investment strategies, including private equity, alternative credit/hedge funds, and real estate. We advise on all aspects of the fundraising process including competitive positioning and market assessment, marketing materials and related documentation including partnership terms and conditions most prevalent in the current environment. We also provide public and private placement fundraising services to our corporate clients.

The amount and timing of the fees earned vary by the type of engagement and are typically based on retainers, the completion of a transaction or a capital raise. Fees earned for services provided to alternative asset managers are typically recognized upon acceptance by a fund of capital or capital commitments (referred to as a “closing”), in accordance with terms set forth in individual agreements. For commitment based fees, revenue is recognized over time as commitments are accepted. Fees for such closed-end fund arrangements are generally paid in installments over three or four years and interest is charged to the outstanding balance at an agreed upon rate, such as the Secured Overnight Financing Rate or an alternate reference rate, plus a market-based margin. For funds with multiple closings, the constraint on variable consideration is lifted upon each closing. For open-end fund structures, placement fees are typically calculated as a percentage of a placed investor’s month-end net asset value. Typically, we earn fees for such open-end fund structures over a four year period. For these arrangements, revenue is recognized over time as the constraint over variable consideration is lifted. Placement and underwriting fees earned for public and private placement fundraising services are recognized based on successful completion of the transaction. We may receive non-refundable up-front fees in our contracts with customers, which are recorded as revenues in the period over which services are estimated to be provided.

A transaction can fail to be completed for many reasons, including global and/or regional economic conditions, failure of parties to agree upon final terms, to secure necessary board or shareholder approvals, to secure necessary financing or to achieve necessary regulatory approvals. In the case of bankruptcy engagements, fees are subject to approval of the court.

Interest Income and Other – Interest Income and Other represents interest typically earned on Cash and Cash Equivalents, investments in Treasury securities and outstanding placement fees receivable; foreign exchange gains and losses arising from transactions denominated in currencies other than U.S. dollars; sublease income; the amount of expense reimbursement invoiced to clients related to out-of-pocket expenses; and the mark-to-market impact on fair value of certain equity securities received in exchange for advisory services. Interest on placement fees receivable is earned from the time revenue is recognized and is calculated as mutually agreed upon with the receivable counterparty. Interest receivable is included in Accounts Receivable, Net in the Condensed Consolidated Statements of Financial Condition.

Expenses

Compensation and Benefits – Compensation and Benefits expense includes salaries, restricted and unrestricted cash awards, benefits, employer taxes and equity-based compensation associated with the grants of equity-based awards. Changes in this expense are driven by fluctuations in the number of employees, the composition of our workforce, business performance, compensation adjustments in relation to market movements, changes in rates for employer taxes and other cost increases affecting benefit plans. The expense associated with our restricted and unrestricted cash awards and equity plans can also have a significant impact and may vary from year to year. Certain awards are expensed over the requisite service period for partners and employees who are or will become retirement

eligible prior to the stated vesting date. Over time, a greater number of partners and employees may become retirement eligible and the related requisite service period over which the expense is recognized will be shorter than the stated vesting period.

We maintain compensation programs, including salaries, annual incentive compensation (that may include components of unrestricted cash, restricted cash and/or equity-based awards) and benefits programs. We manage compensation to estimates of competitive levels based on market conditions and performance. Our compensation expense reflects our objective to retain key personnel by maintaining competitive compensation levels. It also reflects the impact of newly-hired senior professionals, including any related grants of equity or restricted cash awards.

Increasing the number of high-caliber, experienced senior level employees is critical to our growth efforts and our continued investment in senior talent may also increase compensation and benefits expense. These hires generally do not generate significant revenue in the year they are hired.

Non-Compensation Expense – Non-Compensation expenses are the other costs typical to operating our business, which generally consist of Occupancy and Related, Travel and Related, Professional Fees, Communications and Information Services, Depreciation and Amortization, and Other Expenses. Further information regarding these expenses can be found in “Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Income Taxes – PJT Partners Inc. is a corporation subject to U.S. federal, state and local income taxes in jurisdictions where it does business. Our businesses generally operate as partnerships for U.S. federal and state purposes and as corporate entities in non-U.S. jurisdictions. In the U.S. federal and state jurisdictions, taxes related to income earned by these entities generally represent obligations of the individual members and partners.

Our operating entities are generally subject to New York City Unincorporated Business Tax and to entity-level income taxes imposed by state and local as well as non-U.S. jurisdictions, as applicable. These taxes have been reflected in our condensed consolidated financial statements.

PJT Partners Inc. is subject to U.S. federal, state and local corporate income tax on its allocable share of results of operations from the holding partnership (PJT Partners Holdings LP).

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), which includes a broad range of tax reform provisions, was signed into law in the United States. We are continuing to assess the impact of OBBBA and does not expect it to have a material impact on the Company’s 2025 condensed consolidated financial statements.

Non-Controlling Interests

PJT Partners Inc. is a holding company and its only material asset is its controlling equity interest in PJT Partners Holdings LP, a holding partnership that holds the Company's operating subsidiaries, and certain cash and cash equivalents it may hold from time to time. As the sole general partner of PJT Partners Holdings LP, PJT Partners Inc. operates and controls all of the business and affairs and consolidates the financial results of PJT Partners Holdings LP and its operating subsidiaries. The portion of net income attributable to the non-controlling interests is presented separately in the Condensed Consolidated Statements of Operations.

Condensed Consolidated Results of Operations

The following table sets forth our condensed consolidated results of operations for the three and nine months ended September 30, 2025 and 2024:


	Three Months Ended September 30,							Nine Months Ended September 30,
	2025		2024		Change			2025		2024		Change
	(Dollars in Thousands)
Revenues
Advisory Fees	$	389,799	$	283,787		37	%	$	1,026,507	$	879,550		17	%
Placement Fees		49,156		32,464		51	%		128,406		113,826		13	%
Interest Income and Other		8,138		10,071		(19	)%		23,595		22,520		5	%
Total Revenues		447,093		326,322		37	%		1,178,508		1,015,896		16	%
Expenses
Compensation and Benefits		303,329		226,794		34	%		801,305		706,048		13	%
Occupancy and Related		15,424		12,961		19	%		44,197		37,229		19	%
Travel and Related		10,379		8,314		25	%		32,987		26,470		25	%
Professional Fees		9,775		10,883		(10	)%		26,211		28,012		(6	)%
Communications and Information Services(1)		8,502		8,146		4	%		27,378		24,583		11	%
Depreciation and Amortization		3,406		2,984		14	%		9,900		9,594		3	%
Other Expenses(1)		5,325		6,853		(22	)%		16,520		16,271		2	%
Total Expenses		356,140		276,935		29	%		958,498		848,207		13	%
Income Before Provision for Taxes		90,953		49,387		84	%		220,010		167,689		31	%
Provision for Taxes		15,996		8,314		92	%		9,452		20,213		(53	)%
Net Income		74,957		41,073		82	%		210,558		147,476		43	%
Net Income Attributable to Non-Controlling Interests		35,118		18,923		86	%		83,803		64,387		30	%
Net Income Attributable to PJT Partners Inc.	$	39,839	$	22,150		80	%	$	126,755	$	83,089		53	%

(1) Certain balances on the Condensed Consolidated Statements of Operations in the prior period have been reclassified to conform to their current presentation. For the three and nine months ended September 30, 2024, this resulted in a reclassification of $3.3 million and $9.6 million respectively, from Other Expenses to Communications and Information Services. This reclassification had no impact on net income or Condensed Consolidated Statements of Financial Condition.

Revenues

The following table provides revenue statistics for the three and nine months ended September 30, 2025 and 2024:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Total Number of Clients		237		220		363		350
Total Number of Fees of at least $1 Million from Client Transactions		68		47		193		174

Total Revenues were $447.1 million for the three months ended September 30, 2025, an increase of $120.8 million compared with $326.3 million for the three months ended September 30, 2024. Advisory Fees were $389.8 million for the three months ended September 30, 2025, an increase of $106.0 million compared with $283.8 million for the three months ended September 30, 2024. The increase in Advisory Fees was principally due to an increase in strategic advisory revenues. Placement Fees were $49.2 million for the three months ended September 30, 2025, an

increase of $16.7 million compared with $32.5 million for the three months ended September 30, 2024. The increase in Placement Fees was principally due to an increase in fund placement revenues.

Total Revenues were $1,178.5 million for the nine months ended September 30, 2025, an increase of $162.6 million compared with $1,015.9 million for the nine months ended September 30, 2024. Advisory Fees were $1,026.5 million for the nine months ended September 30, 2025, an increase of $147.0 million compared with $879.6 million for the nine months ended September 30, 2024. The increase in Advisory Fees was principally due to an increase in strategic advisory revenues. Placement Fees were $128.4 million for the nine months ended September 30, 2025, an increase of $14.6 million compared with $113.8 million for the nine months ended September 30, 2024. The increase in Placement Fees was principally due to an increase in fund placement revenues.

Expenses

Expenses were $356.1 million for the three months ended September 30, 2025, an increase of $79.2 million compared with $276.9 million for the three months ended September 30, 2024. The increase in expenses was principally due to increases in Compensation and Benefits, Occupancy and Related and Travel and Related of $76.5 million, $2.5 million and $2.1 million, respectively, partially offset by a decrease in Other Expenses of $1.5 million. The increase in Compensation and Benefits Expense was driven by higher revenues compared with the prior year, partially offset by a lower accrual rate. Occupancy and Related increased due to the expansion of our global office footprint. Travel and Related increased principally due to increased business development activity and higher cost of travel. Other Expenses decreased principally due to the absence of legal reserves.

Expenses were $958.5 million for the nine months ended September 30, 2025, an increase of $110.3 million compared with $848.2 million for the nine months ended September 30, 2024. The increase in expenses was principally due to increases in Compensation and Benefits, Occupancy and Related, Travel and Related and Communications and Information Services of $95.3 million, $7.0 million, $6.5 million and $2.8 million, respectively. The increase in Compensation and Benefits Expense was driven by higher revenues compared with the prior year, partially offset by a lower accrual rate. Occupancy and Related increased due to the expansion of our global office footprint. Travel and Related increased principally due to increased business development activity and higher cost of travel. Communications and Information Services increased principally due to continued investments in technology infrastructure and higher market data expense.

Provision for Taxes

The Company’s Provision for Taxes for the three months ended September 30, 2025 was $16.0 million, which represents an effective tax rate of 17.6% on pretax income of $91.0 million. The Company’s Provision for Taxes for the three months ended September 30, 2024 was $8.3 million, which represents an effective tax rate of 16.8% on pretax income of $49.4 million.

The Company’s Provision for Taxes for the nine months ended September 30, 2025 was $9.5 million, which represents an effective tax rate of 4.3% on pretax income of $220.0 million. The Company’s Provision for Taxes for the nine months ended September 30, 2024 was $20.2 million, which represents an effective tax rate of 12.1% on pretax income of $167.7 million.

Non-Controlling Interests

Net Income Attributable to Non-Controlling Interests is calculated by multiplying the Income Before Provision for Taxes by the percentage allocation of the income between the holders of common units of partnership interest in PJT Partners Holdings LP (“Partnership Units”) and holders of PJT Partners Inc. Class A common stock after considering any contractual arrangements that govern the allocation of income.

Liquidity and Capital Resources

General

We regularly monitor our liquidity position, including cash and cash equivalents, investments, working capital assets and liabilities, any commitments and other liquidity requirements.

Our assets have been historically comprised of cash and cash equivalents, investments, receivables arising from advisory and placement engagements and operating lease right-of-use assets. Our liabilities generally include accrued compensation and benefits, accounts payable and accrued expenses, taxes payable and operating lease liabilities. We expect to pay a significant amount of cash incentive compensation toward the end of each year and during the beginning of the next calendar year with respect to the prior year’s results. A portion of incentive compensation may be awarded with equity-based compensation and thus would require less cash. We expect levels of cash to decline at the end of the year and during the first quarter of each year after incentive compensation is paid to our employees. We then expect cash to build throughout the remainder of the year.

On July 29, 2024, PJT Partners Holdings LP, as borrower the ("Borrower"), entered into a syndicated revolving credit agreement (the “Credit Agreement”) and related documents with Bank of America, N.A., as the administrative agent (the “Administrative Agent”), and certain other financial institutions party thereto as lenders. The Credit Agreement provides for a revolving credit facility with aggregate principal amount of up to $100 million. Further information regarding the Credit Agreement can be found in Note 13. “Commitments and Contingencies—Commitments, Line of Credit” in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements” of this filing. As of September 30, 2025 and December 31, 2024, we were in compliance with the debt covenants under the Credit Agreement. Additionally, as of September 30, 2025 and December 31, 2024, there were no borrowings outstanding under the Credit Agreement.

We evaluate our cash needs on a regular basis. As of September 30, 2025 and December 31, 2024, we had cash, cash equivalents and short-term investments of $521.2 million and $546.8 million, respectively. The vast majority of these balances are either held in institutions labeled by the Financial Stability Board as global systemically important banks, money market funds or Treasury securities. Although we maintain multiple banking relationships with both global and regional banks and actively monitor the financial stability of such institutions, a failure at any institution where we maintain a banking relationship could impact our liquidity.

Our liquidity is highly dependent upon cash receipts from clients, which are generally tied to the successful completion of transactions and the timing of receivable collections. As of September 30, 2025 and December 31, 2024, total accounts receivable, net of allowance for credit losses, was $371.3 million and $320.8 million, respectively. As of September 30, 2025 and December 31, 2024, the allowance for credit losses was $4.4 million and $2.5 million, respectively. Included in Accounts Receivable, Net are long-term receivables of $87.1 million and $88.6 million as of September 30, 2025 and December 31, 2024, respectively, related to placement fees that are generally paid in installments over a period of three to four years.

Sources and Uses of Liquidity

Our primary cash needs are for working capital, paying operating expenses including cash compensation to our employees, exchanging of Partnership Units for cash, repurchasing shares of the Company’s Class A common stock, paying income taxes, dividend payments, partnership tax distributions, capital expenditures, making payments pursuant to the tax receivable agreement, strategic investments and other commitments. We expect to fund these liquidity requirements through cash flows from operations and borrowings under our revolving credit facility. Our ability to fund these needs will depend, in part, on our ability to generate or raise cash in the future which depends on our future financial results, which are subject to general economic, financial, competitive, legislative and regulatory factors.

Additionally, our ability to generate positive cash flow from operations will be impacted by global economic conditions. If our cash flows from operations are significantly reduced, we may need to borrow from our revolving credit facility, incur debt, or issue additional equity. Although we believe that our revolving credit facility, and our ability to renew it, will permit us to finance our operations on acceptable terms and conditions for the foreseeable future, our access to, and the availability of, financing on acceptable terms and conditions in the future will be

impacted by many factors, including: business performance; our credit ratings or absence of a credit rating; the liquidity of the overall capital markets; the current state of the economy; and stability of our lending institution. We cannot provide any assurance that such financing will be available to us on acceptable terms or that such financing will be available at all. We believe that our future cash from operations and availability under our revolving credit facility, together with our access to funds on hand, will provide adequate resources to fund our liquidity and capital needs.

Regulatory Capital

We are subject to regulatory requirements in the U.S. and certain international jurisdictions to ensure general financial soundness and liquidity. This requires, among other things, that we comply with certain minimum capital requirements, recordkeeping protocols, reporting procedures, experience and training requirements for employees and certain other requirements and procedures. These regulatory requirements may restrict the flow of funds to and from affiliates. See Note 14. “Regulated Entities” in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements” of this filing for further information. The licenses under which we operate are meant to be appropriate to conduct our business. We actively monitor our regulatory capital base and we believe that we provide each of these entities with sufficient capital and liquidity, consistent with their business and regulatory requirements.

Our activities may also be subject to regulation, including regulatory capital requirements, by various other foreign jurisdictions and self-regulatory organizations.

We do not anticipate that compliance with any and all such requirements will materially adversely impact the availability of funds for domestic and parent-level purposes.

Exchange Agreement

Subject to the terms and conditions of the exchange agreement, as amended, between us and certain of the holders of Partnership Units (other than PJT Partners Inc.), holders of Partnership Units have the right, subject to the terms and conditions set forth in the partnership agreement of PJT Partners Holdings LP, on a quarterly basis, to exchange all or part of the Partnership Units. Further, the Company may also require holders of Partnership Units who are not Service Providers (as defined in the Partnership Agreement of PJT Partners Holdings LP) to exchange such Partnership Units. We retain the sole option to determine whether to settle the exchange in either cash or for shares of PJT Partners Inc. Class A common stock on a one-for-one basis. Depending on our liquidity and capital resources, market conditions, the timing and concentration of exchange requests and other considerations, we may choose to fund exchanges of Partnership Units with available cash, borrowings or new issuances of PJT Partners Inc. Class A common stock or to settle exchanges by issuing PJT Partners Inc. Class A common stock to the exchanging holder of Partnership Units.

Share Repurchase Program

On February 6, 2024, the Company announced that the Board authorized a $500 million Class A common stock repurchase program, which replaced the then-existing $200 million repurchase program authorized on April 25, 2022. As of September 30, 2025, the Company’s remaining repurchase authorization was $87.2 million. Under the current repurchase program, which has no expiration date, shares of the Company’s Class A common stock may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of shares repurchased depend on a variety of factors, including legal requirements, price, and economic and market conditions. The repurchase program may be suspended or discontinued at any time.

During the nine months ended September 30, 2025, the Company repurchased 1.3 million shares of the Company’s Class A common stock at an average price per share of $149.85, or $190.5 million in aggregate, excluding excise tax on net share repurchases, pursuant to the share repurchase program.

Contractual Obligations

For a discussion of our contractual obligations, refer to “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations” in our Annual Report on Form 10-K for the year ended December 31, 2024. There have not been any material changes to our contractual obligations since December 31, 2024.

Commitments and Contingencies

Litigation

With respect to our litigation matters, including any litigation discussed under the caption “Legal Proceedings” elsewhere in this report, we are not currently able to estimate the possible loss or range of loss until developments in such matters have provided sufficient information to support such an assessment, including, but not limited to, quantification of a damage demand from plaintiffs, discovery from other parties and investigation of factual allegations, rulings by courts on motions or appeals, analysis by experts or the status of any settlement negotiations. While the ultimate outcome and the costs associated with litigation are inherently uncertain and difficult to predict, we believe, based on current knowledge and after consultation with counsel, that we are not currently party to any material pending proceedings, individually or in the aggregate, the resolution of which would have a material effect on the Company.

Guarantee

The Company provides a guarantee to a lending institution for certain loans held by employees for investment in funds of its former Parent, which are secured by the underlying investments in those funds. As of September 30, 2025 and December 31, 2024, the amount guaranteed was $1.6 million and $2.0 million, respectively. In connection with this guarantee, we currently expect any associated risk of loss to be insignificant.

Indemnifications

We have entered and may continue to enter into contracts that contain a variety of indemnification obligations. Our maximum exposure under these arrangements is not known; however, we currently expect any associated risk of loss to be insignificant. In connection with these matters, we have incurred and may continue to incur legal expenses, which are expensed as incurred.

Tax Receivable Agreement

We have entered into a tax receivable agreement with the holders of Partnership Units (other than PJT Partners Inc.) that provides for the payment by PJT Partners Inc. to exchanging holders of Partnership Units of 85% of the benefits, if any, that PJT Partners Inc. is deemed to realize as a result of the increases in tax basis related to such exchanges of Partnership Units and of certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. As of September 30, 2025 and December 31, 2024, the Company had amounts due of $34.3 million and $29.3 million, respectively, pursuant to the tax receivable agreement, which represent management’s best estimate of the amounts currently expected to be owed in connection with the tax receivable agreement. Actual payments may differ significantly from estimated amounts due.

Further information regarding the tax receivable agreement can be found in “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Other

See Notes 8, 10, 11 and 13 in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements” of this filing for further information in connection with income taxes, equity-based and other deferred compensation plans, leasing arrangements and commitments, respectively.

Critical Accounting Estimates

A discussion of critical accounting estimates is included in “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Recent Accounting Developments

Information regarding recent accounting developments and their impact on our financial statements can be found in Note 2. “Summary of Significant Accounting Policies” in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements” of this filing.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and qualitative disclosures about market risk can be found in “Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2024. Our exposures to market risk have not changed materially since December 31, 2024.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) occurred during our most recent quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, the Company and its affiliates may be subject to legal proceedings and claims in the ordinary course of business. In addition, government agencies and regulatory organizations in countries in which we conduct business undertake periodic examinations and may initiate administrative proceedings regarding the Company’s and its affiliates’ businesses, including, among other matters, accounting, compliance, and operational matters, that can result in censure, fine, the issuance of cease-and-desist orders or the suspension or expulsion of a broker-dealer, or its directors, officers or employees. It is our policy to cooperate fully with such governmental requests, examinations and administrative proceedings. We believe, based on current knowledge and after consultation with counsel, that we are not currently party to any material pending proceedings, individually or in the aggregate, the resolution of which would have a material effect on the Company.

Further disclosure regarding legal proceedings is provided in Note 13. “Commitments and Contingencies—Contingencies, Litigation” in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements” of this filing.

ITEM 1A. RISK FACTORS

There were no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

The risks described in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our subsequently filed Quarterly Reports on Form 10-Q are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities in the Third Quarter of 2025

      
     Total Number

     Approximate Dollar

      
     of Shares

     Value of Shares

      
     Purchased as

     that May Yet Be

      
     Total Number

     Part of Publicly

     Purchased Under

      
     of Shares

     Average Price

     Announced Plans

     the Plans or

      
     Repurchased

     Paid Per Share

     or Programs (a)

     Programs (a)

July 1 to July 31

—

—

—

$

87.2 million

August 1 to August 31

—

—

—

87.2 million

September 1 to September 30

—

—

—

87.2 million

Total

—

—

—

$

87.2 million

(a)

On February 6, 2024, the Company announced that the Board of Directors (the “Board”) authorized a $500 million Class A common stock repurchase program, which replaced the then-existing $200 million repurchase program authorized on April 25, 2022. As of September 30, 2025, the Company’s remaining repurchase authorization was $87.2 million. Under the repurchase program, shares of the Company’s Class A common stock may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of shares repurchased depend on a variety of factors, including legal requirements, price, and economic and market conditions. The repurchase program may be suspended or discontinued at any time.

Unregistered Sales/Issuances of Equity Securities and Use of Proceeds

In connection with the issuance or transfer of Partnership Units during the third quarter of 2025, the Company issued three corresponding shares of its Class B common stock, par value $0.01 per share. The issuance of Class B common stock was not registered under the Securities Act of 1933 because such shares were not issued in a transaction involving the offer or sale of securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the three months ended September 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted, terminated, or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).

ITEM 6. EXHIBITS


Exhibit Number		Exhibit Description

2.1		Separation and Distribution Agreement by and among The Blackstone Group L.P., Blackstone Holdings I L.P., New Advisory GP L.L.C., PJT Partners Inc. and PJT Partners Holdings LP, dated as of October 1, 2015 (incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2015).

3.1		Restated Certificate of Incorporation of PJT Partners Inc. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 28, 2023).

3.2		Amended and Restated By-Laws of PJT Partners Inc. (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2015).

31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a).

31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a).

32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: November 6, 2025

	PJT Partners Inc.

	By:	/s/ Paul J. Taubman
	Name:	Paul J. Taubman
	Title:	Chief Executive Officer

	By:	/s/ Helen T. Meates
	Name:	Helen T. Meates
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)