PWP on Nasdaq

Perella Weinberg Partners

In its 2026 annual report the company says: “We are a leading global independent advisory firm that provides strategic and financial advice to clients across the most active industry sectors and international markets.”6 It is headquartered in New York, New York.1 Its shares trade on Nasdaq under the symbol PWP.1

$13.76 up 0.73 (5.65%)Price as of Oct 15, 2026 at 17:33 UTC

Last updated Oct 21, 2026.

Overview

$750.9MRevenue, fiscal 20253
$35.5MNet income, fiscal 20253

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  • TickerPWP on Nasdaq1
  • IndustryFinance Services1
  • HeadquartersNew York, New York1
  • Incorporated inDE4
  • Business address767 Fifth Avenue, New York, Ny 101534
  • Filer categoryLarge accelerated filer4

We are a leading global independent advisory firm that provides strategic and financial advice to clients across the most active industry sectors and international markets. Our wide range of global clients include large public multinational corporations, mid-sized public and private companies, financial sponsors, individual entrepreneurs, private and institutional investors, creditor committees and government institutions.6 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

6.4%Operating margin3
4.7%Net margin3
-14.5%Revenue growth, 20253
$30.5MFree cash flow3

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Regions

United States brought in 75% of the revenue Perella Weinberg Partners broke down this way in fiscal 2025.

  1. United States$563.2M375%down 25% from 2024
  2. United Kingdom$100.9M313%up 107% from 2024
  3. Other International Countries$86.8M312%up 15% from 2024
Regions by year
Regions202320242025
United States$530.3M$753.5M$563.2M
United Kingdom$53.6M$48.8M$100.9M
Other International Countries$64.8M$75.8M$86.8M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs95¢$711.9M
  • Income tax0¢$3.5M
  • Profit5¢$35.5M

Out of $750.9M in revenue.3

Where each dollar of operating cash went, fiscal 2025

  • Capital spending12¢$4.3M
  • Dividends paid66¢$22.9M
  • Kept or used elsewhere22¢$7.6M

Out of $34.8M of cash from operations.3

Financial statements

Revenue789103$750.9M in 2025+41% since 2019
0$250.0M$500.0M$750.0M$1.0B2019: $533.3M$533.3M20192020: $519.0M$519.0M2020−3%2021: $801.7M$801.7M2021+54%2022: $631.5M$631.5M2022−21%2023: $648.7M$648.7M2023+3%2024: $878.0M$878.0M2024+35%2025: $750.9M$750.9M2025−14%
Operating income789103$48.0M in 2025
-$200.0M-$100.0M0$100.0M2019: -$155.1M-$155.1M20192020: -$14.6M-$14.6M2020−91%2021: $66.6M$66.6M20212022: -$47.7M-$47.7M20222023: -$115.1M-$115.1M2023+141%2024: -$78.5M-$78.5M2024−32%2025: $48.0M$48.0M2025
Net income119103$35.5M in 2025
-$100.0M-$50.0M0$50.0M2019: -$1.3K-$1.3K20192020: -$5.1M-$5.1M2020+386906%2021: -$9.4M-$9.4M2021+85%2022: $17.9M$17.9M20222023: -$17.2M-$17.2M20232024: -$64.7M-$64.7M2024+276%2025: $35.5M$35.5M2025

Every line of the income statement as filed: the last 3 fiscal years, latest first.3

Period ending2025-12-312024-12-312023-12-31
Revenues$750.9M$878.0M$648.7M
Compensation and benefits$425.6M$525.9M$426.6M
Equity-based compensation$109.8M$258.3M$182.4M
Total compensation and benefits$535.4M$784.2M$608.9M
Professional fees$43.5M$49.3M$39.6M
Technology and infrastructure$38.0M$35.7M$34.5M
Rent and occupancy$24.5M$24.3M$26.9M
Travel and related expenses$22.7M$19.8M$19.0M
General, administrative and other expenses$18.0M$22.8M$20.1M
Depreciation and amortization$20.8M$20.4M$14.7M
Total expenses$702.9M$956.6M$763.8M
Operating income (loss)$48.0M-$78.5M-$115.1M
Total non-operating income (expenses)$3.5M$10.3M$2.3M
Income (loss) before income taxes$51.5M-$68.3M-$112.8M
Income tax expense (benefit)$3.5M$21.1M-$980.0K
Net income (loss)$48.0M-$89.3M-$111.8M
Less: Net income (loss) attributable to non-controlling interests$12.5M-$24.6M-$94.6M
Net income (loss) attributable to Perella Weinberg Partners$35.5M-$64.7M-$17.2M
Basic (in dollars per share)$0.55-$1.22-$0.40
Diluted (in dollars per share)$0.47-$1.22-$1.33
Basic (in shares)64.2M shares53.2M shares43.3M shares
Diluted (in shares)100.8M shares53.2M shares86.8M shares

Compare Perella Weinberg Partners with another company

Corporate structure

Perella Weinberg Partners sits at the top of its group. 17 entities, 5 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Perella Weinberg Partners

  • Perella Weinberg Partners New York, New York
    • Devon Park Advisors, LLC Subsidiary · Delaware, United States
    • Devon Park Securities, LLC Subsidiary · Delaware, United States
    • PadCo GP LLC Subsidiary · Delaware, United States
    • Perella Weinberg GmbH Subsidiary · Germany
    • Perella Weinberg Partners Europe (Cayman) LDC Subsidiary · Cayman Islands
    • Perella Weinberg Partners France SAS Subsidiary · France
    • Perella Weinberg Partners Group LP Subsidiary · Delaware, United States
    • Perella Weinberg Partners UK LLP Subsidiary · United Kingdom
    • Perella Weinberg UK II Limited Subsidiary · United Kingdom
    • Perella Weinberg UK Limited Subsidiary · United Kingdom
    • PWP Employer LLC Subsidiary · Delaware, United States
    • PWP GP LLC Subsidiary · Delaware, United States
    • PWP Group GP LLC Subsidiary · Delaware, United States
    • PWP Holdings LP Subsidiary · Delaware, United States
    • TPH Canada GP LLC Subsidiary · Delaware, United States
    • Tudor, Pickering Holt & Co Securities – Canada LP Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Perella Weinberg Partners reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$120.1M3 Dec 31, 2025$114.4M3 Dec 31, 2024+5.0%
Accumulated depreciation$42.9M3 Dec 31, 2025$29.6M3 Dec 31, 2024+45.2%
Property and equipment, net$77.2M3 Dec 31, 2025$84.9M3 Dec 31, 2024−9.0%
Operating-lease assets (leased space)$138.5M3 Dec 31, 2025$139.6M3 Dec 31, 2024−0.8%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$255.9M3 Dec 31, 2025$331.6M3 Dec 31, 2024−22.8%
Marketable securities, current$03 Dec 31, 2025$75.8M3 Dec 31, 2024−100.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$72.7M3 Dec 31, 2025$34.4M3 Dec 31, 2024+111.4%
Finite-lived intangibles, gross$72.9M3 Dec 31, 2025$65.8M3 Dec 31, 2024+10.8%
Accumulated amortization$60.4M3 Dec 31, 2025$53.2M3 Dec 31, 2024+13.5%
Finite-lived intangibles, net$12.5M3 Dec 31, 2025$12.6M3 Dec 31, 2024−0.7%

Properties, in its own words

Our principal executive offices are located in leased office space at 767 Fifth Avenue, New York, NY, 10153. We also lease office space for our offices in Calgary, Chicago, Denver, Greenwich, Houston, London, Los Angeles, Munich, Palm Beach, Paris and San Francisco. We do not own any real property. We consider these arrangements to be adequate for our present needs.

Item 2 of the 10-K filed Feb 27, 2026.6

Leadership

Who has led Perella Weinberg Partners, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (19)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Devon Park Advisors, LLC Delaware, United States of America5
  • Devon Park Securities, LLC Delaware, United States of America5
  • PWP Employer LLC Delaware, United States of America5
  • PWP Employer LP Delaware, United States of America5
  • PWP GP LLC Delaware, United States of America5
  • PWP Group GP LLC Delaware, United States of America5
  • PWP Holdings LP Delaware, United States of America5
  • PadCo GP LLC Delaware, United States of America5
  • Perella Weinberg GmbH Germany5
  • Perella Weinberg Partners Europe (Cayman) LDC Cayman Islands5
  • Perella Weinberg Partners France SAS France5
  • Perella Weinberg Partners Group LP Delaware, United States of America5
  • Perella Weinberg Partners LP Delaware, United States of America5
  • Perella Weinberg Partners UK LLP United Kingdom5
  • Perella Weinberg UK II Limited United Kingdom5
  • Perella Weinberg UK Limited United Kingdom5
  • TPH Canada GP LLC Delaware, United States of America5
  • Tudor, Pickering Holt & Co Securities – Canada LP Delaware, United States of America5
  • Tudor, Pickering, Holt & Co. Securities – Canada ULC Alberta, Canada5

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • FinTech Acquisition Corp. IVJun 14, 2019 to Jun 23, 20214

Timeline

  1. Sep 3, 20268-K Unregistered sale of shares43
  2. Sep 1, 20268-K Other events44
  3. Jul 31, 20268-K Results of operations45
  4. May 29, 20268-K Shareholder vote46
  5. May 21, 20268-K Unregistered sale of shares47
  6. May 1, 20268-K Results of operations; Executive or director change48
  7. Apr 13, 20268-K Unregistered sale of shares49
  8. Feb 6, 20268-K Results of operations50
  9. Jan 13, 20268-K Executive or director change51
  10. Nov 18, 20258-K Unregistered sale of shares52
  11. Nov 7, 20258-K Results of operations53
  12. Sep 4, 20258-K Unregistered sale of shares54
  13. Feb 28, 2023New chief executive Andrew Bednar becomes CEO16
  14. Sep 1, 2021New chief executive Peter A. Weinberg becomes CEO17
  15. Sep 24, 2020New chief executive Daniel G. Cohen becomes CEO18

Calendar

Coming up

  1. Oct 29, 2026 · Before the openReports results for the quarter ending Sep/202655

When it reported results

  1. Jul 31, 2026Reported quarterly or annual results45
  2. May 1, 2026Reported quarterly or annual results48
  3. Feb 6, 2026Reported quarterly or annual results50
  4. Nov 7, 2025Reported quarterly or annual results53
  5. Aug 1, 2025Reported quarterly or annual results56
  6. May 2, 2025Reported quarterly or annual results57
  7. Feb 7, 2025Reported quarterly or annual results58
  8. Nov 8, 2024Reported quarterly or annual results59

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

402 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 58 major events, 181 insider forms, 43 large holders, 99 other. The latest 20:

  1. Sep 3, 20264 EDGAR
  2. Sep 3, 20268-K EDGAR
  3. Sep 2, 20264 EDGAR
  4. Sep 2, 20264 EDGAR
  5. Sep 2, 20264 EDGAR
  6. Sep 2, 20264 EDGAR
  7. Sep 2, 20264 EDGAR
  8. Sep 1, 20268-K EDGAR
  9. Sep 1, 2026424B7 EDGAR
  10. Aug 13, 2026SCHEDULE 13G/A EDGAR
  11. Aug 7, 2026144 EDGAR
  12. Aug 7, 20264 EDGAR
  13. Aug 6, 2026144 EDGAR
  14. Aug 6, 2026SCHEDULE 13G/A EDGAR
  15. Aug 5, 2026144 EDGAR
  16. Aug 3, 2026SCHEDULE 13G EDGAR
  17. Aug 3, 2026SCHEDULE 13G EDGAR
  18. Aug 3, 2026SCHEDULE 13G EDGAR
  19. Jul 31, 2026SCHEDULE 13G EDGAR
  20. Jul 31, 202610-Q EDGAR

The 402 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

51 open-market trades by officers, directors and large owners since October 2021: 0 buys and 51 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 7, 2026Bednar AndrewChairman and CEOSale77,753$17.41$1.4MForm 4
Aug 6, 2026Bednar AndrewChairman and CEOSale80,045$17.17$1.4MForm 4
Aug 5, 2026Bednar AndrewChairman and CEOSale77,899$17.36$1.4MForm 4
Jun 12, 2026STEEL ROBERT KDirectorSale100,000$15.76$1.6MForm 4
May 20, 2026Gottschalk AlexandraCFO and COOSale14,018$17.46$244.8KForm 4
May 19, 2026Gottschalk AlexandraCFO and COOSale43,788$17.58$769.8KForm 4
May 5, 2026Gottschalk AlexandraCFO and COOSale51,671$19.74$1.0MForm 4
Sep 11, 2025STEEL ROBERT KDirectorSale69,845$22.42$1.6MForm 4
Sep 10, 2025STEEL ROBERT KDirectorSale51,505$21.85$1.1MForm 4
Sep 9, 2025STEEL ROBERT KDirectorSale90,532$21.76$2.0MForm 4
Aug 8, 2025Becker DietrichPresidentSale177,553$22.20$3.9MForm 4
Jun 11, 2025STEEL ROBERT KDirectorSale28,214$18.75$529.0KForm 4
Jun 2, 2025STEEL ROBERT KDirectorSale60,092$17.30$1.0MForm 4
May 30, 2025STEEL ROBERT KDirectorSale62,997$17.45$1.1MForm 4
May 29, 2025STEEL ROBERT KDirectorSale73,107$17.73$1.3MForm 4
May 1, 2025Weinberg Peter ADirectorSale137,621$17.20$2.4MForm 4
Apr 2, 2025Weinberg Peter ADirectorSale39,982$19.16$766.1KForm 4
Apr 1, 2025Weinberg Peter ADirectorSale101,018$18.45$1.9MForm 4
Mar 4, 2025Weinberg Peter ADirectorSale59,130$21.03$1.2MForm 4
Mar 3, 2025Weinberg Peter ADirectorSale81,870$22.57$1.8MForm 4

All 51 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Andrew Bednar58$500.0K$6.8M78
2025Dietrich Becker63$507.2K$5.5M78
2025Alexandra Gottschalk39$500.0K$2.5M78
2025Peter A. Weinberg$500.0K78
2024Chief Executive Officer$500.0K$27.0M78
2024President$491.9K$8.8M78
2024Chief Financial Officer$500.0K$2.1M78
2024Chairman$500.0K$2.0M78
2023Chief Executive Officer$500.0K$8.2M78
2023President$478.6K$5.5M78
2023Chairman$500.0K78

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Fmr LLC9,897,191$158.0M0.0%−146,891
BlackRock, Inc.5,465,698$87.2M0.0%+689,922
Wellington Management Group Llp5,189,199$82.8M0.0%+1,263,345
William Blair Investment Management, LLC4,390,541$70.1M0.2%+314,228
Nuveen, LLC3,601,078$57.5M0.0%+625,621
Adage Capital Partners Gp, L.l.c.3,311,618$52.9M0.1%+699,760
Vanguard Capital Management LLC3,032,455$48.4M0.0%+270,937
Capital World Investors2,675,588$42.7M0.0%+72,993
Nomura Asset Management International Inc.2,549,221$40.7M0.1%+1,300,085
Boston Partners2,543,113$40.6M0.0%+559,269
Ameriprise Financial Inc2,268,931$36.2M0.0%+301,761
State Street Corp2,038,898$32.5M0.0%+264,330
Westwood Holdings Group Inc1,860,521$29.7M0.2%−97,731
Geode Capital Management, LLC1,825,865$29.1M0.0%+212,192
First Eagle Investment Management, LLC1,802,378$28.8M0.0%+1,187,321
Goldman Sachs Group Inc1,765,887$28.2M0.0%−75,393
Frontier Capital Management Co LLC1,624,195$25.9M0.2%−243,400
Bank Of America Corp /de/1,515,078$24.2M0.0%+198,596
Royce & Associates LP1,393,188$22.2M0.2%+421,197
Raymond James Financial Inc1,302,843$20.8M0.0%−7,320
Aristotle Capital Boston, LLC1,152,220$18.4M1.2%−81,238
Schroder Investment Management Group1,128,125$17.4M0.0%+138,337
Dimensional Fund Advisors LP981,178$15.7M0.0%+128,191
Walleye Capital LLC960,597$15.3M0.1%−385,713
Russell Investments Group, Ltd.830,393$13.3M0.0%−1,969

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

3 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
May 29, 2026Gilbert Ray Cisneros, Jr.Democratic, HouseBuy$1,001 - $15,000−24.9%Report
Jan 15, 2026Gilbert Ray Cisneros, Jr.Democratic, HouseBuy$1,001 - $15,000−50.1%Report
Mar 7, 2024Josh GottheimerDemocratic, HouseBuy$1,001 - $15,000−51.5%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Perella Weinberg Partners is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARPerella Weinberg Partners1
  • CIK0001777835
  • Employer ID (EIN)84-17707326
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company6
  • Incorporated inDelaware6
  • Fiscal year endsDecember 311
  • Industry code (SIC)6199 Finance Services1
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance1
  • Business address767 Fifth Avenue, New York, NY 101531
  • Phone212-287-32001
  • Shares outstanding69,652,088 Common Class A shares; 22,139,506 Common Class B shares as of Feb 24, 20266
  • Public float$1.2B as of Jun 30, 20256
  • AuditorErnst & Young LLP, New York, New York PCAOB ID 42; it also attests to the company’s internal control over financial reporting6
  • On EDGAR sinceJun 14, 20191
  • Filings543 in all: 4 (217), 8-K (67), 144 (37), 3 (28), SC 13G/A (23), 10-Q (18), DEFA14A (18), SC 13G (18)1
    All 43 form types

    CORRESP (12), 424B3 (10), UPLOAD (8), EFFECT (7), SCHEDULE 13G/A (7), 10-K (6), S-8 (6), SCHEDULE 13G (6), 425 (5), DEF 14A (5), ARS (4), PRER14A (4), S-1/A (4), 8-K/A (3), S-1 (3), 10-K/A (2), 25-NSE (2), 424B4 (2), 424B5 (2), DRS (2), POS AM (2), SC TO-I/A (2), 424B7 (1), 5 (1), 8-A12B (1), CERT (1), DEFM14A (1), DEFR14A (1), DRS/A (1), NT 10-Q (1), PREM14A (1), S-3 (1), S-3ASR (1), S-4 (1), SC TO-I (1)

  • Latest filingsAnnual report (10-K) Feb 27, 2026
    Quarterly report (10-Q) Jul 31, 2026
    Proxy statement (DEF 14A) Apr 10, 2026
    Latest 8-K (8-K) Sep 3, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value $0.0001 per sharePWPNasdaq Global Select Market

From the cover page of the 10-K filed Feb 27, 2026 (Section 12(b) of the Exchange Act).6

Risk factors and legal proceedings

The risks Perella Weinberg Partners names in Item 1A of its 10-K filed Feb 27, 2026: 38 risks under these headings, as written.6

  • Risks Related to Our Business
  • Changing market conditions can adversely affect our business in many ways, including by reducing the volume and value of the transactions involving our business, which could materially reduce our revenue.
  • We may be unable to execute on our growth initiatives, business strategies or operating plans.
  • Our future growth will depend on, among other things, our ability to successfully identify, recruit, develop and retain talent and will require us to commit additional resources.
  • Our inability to successfully identify, consummate and integrate strategic transactions, such as joint ventures, strategic investments and acquisitions, may result in additional risks and uncertainties in our business.
  • Our revenue in any given period is dependent on the number of fee-paying clients in such period, and a significant reduction in the number of fee-paying clients in any given period could reduce our revenue and adversely affect our operating results in such period.
  • We have recorded operating losses in the past and may experience operating losses in the future.
  • Substantially all of our revenue is derived from advisory fees, including fees that are largely contingent upon the completion of events which may be out of our control, such as the completion of a transaction and, as a result, our revenue and profits are highly volatile on a quarterly basis.
  • If the number of debt defaults, bankruptcies or other factors affecting demand for our recapitalization and restructuring advisory services declines, or if capital for illiquid assets required in our private funds advisory business becomes unavailable, our business related to such services could suffer.
  • Our failure to deal appropriately with actual, potential or perceived conflicts of interest could damage our reputation and materially adversely affect our business.
  • Employee misconduct, which is difficult to detect and deter, and other labor-related issues could harm us by impairing our ability to attract and retain clients and talent and by subjecting us to legal liability and reputational harm.
  • We may face damage to our professional reputation if our services are not regarded as satisfactory or for other reasons.
The other 27 risks
  • We face strong competition from other financial advisory firms, many of which have the ability to offer clients a wider range of products and services than those we can offer, which could cause us to lose engagements to competitors, fail to win advisory mandates and subject us to pricing pressures that could materially adversely affect our revenue and profitability.
  • As a member of the financial services industry, we face substantial litigation risks.
  • Our international operations are subject to certain risks, which may affect our revenue.
  • We may enter into new lines of business which may result in additional risks and uncertainties in our business.
  • Fluctuations in foreign currency exchange rates could adversely affect our results.
  • Restrictions in the Credit Agreement (as defined below) governing our Revolving Credit Facility (as defined below) may impair our ability to finance our future operations or capital needs or engage in other business activities that may be in our interests.
  • We may not be able to generate sufficient cash to service any indebtedness.
  • A change in relevant income tax laws, regulations, or treaties, or an adverse interpretation of these items by tax authorities, could result in an audit adjustment or revaluation of our deferred tax assets that may cause our effective tax rate and tax liability to be higher than what is currently presented on the Consolidated Statements of Financial Condition.
  • Risks Related to Regulation
  • Extensive and evolving regulation of our business and the business of our clients exposes us to the potential for significant penalties and fines due to compliance failures, increases our costs and may result in limitations on the manner in which our business is conducted.
  • The cost of compliance with international broker-dealer, employment, labor, benefits and tax regulations may adversely affect our business and hamper our ability to expand internationally.
  • Risks Related to our Organizational Structure
  • Our only material assets are our partnership interests in PWP OpCo and our equity interest in the general partner of PWP OpCo, PWP GP, and we are accordingly dependent upon distributions from PWP OpCo to pay dividends, taxes, make payments under the TRA (as defined below) and pay other expenses.
  • We are required to pay our ILPs (as defined below) and/or Limited Partners (as defined below) for certain tax benefits we may claim as a result of the tax basis step-up we received in connection with the Business Combination and related transactions and that we may receive in connection with subsequent exchanges of PWP OpCo Class A partnership units for cash or our Class A common stock. In certain circumstances, payments under the TRA (as defined herein) may be accelerated and/or significantly exceed the actual tax benefits we realize.
  • PWP OpCo may make distributions of cash to us substantially in excess of the amounts we use to make distributions to our shareholders and to pay our expenses (including our taxes and payments under the TRA). To the extent we do not distribute such excess cash as dividends on our Class A common stock, the holders of PWP OpCo Class A partnership units would benefit from any value attributable to such cash as a result of their ownership of our Class A common stock upon a redemption or exchange of their PWP OpCo Class A partnership units.
  • PWP OpCo and PWP Capital have entered into various arrangements, including a master separation agreement, which contain cross-indemnification obligations of us and PWP Capital.
  • Our Restated Certificate of Incorporation could prevent us from benefiting from corporate opportunities that might have otherwise been available to us.
  • If PWP OpCo were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we and PWP OpCo could be subject to potentially significant tax inefficiencies, and we would not be able to recover payments previously made by us under the TRA even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.
  • The use of certain of our licensed trademarks by PWP Capital and its subsidiaries may expose us to reputational harm that could adversely affect our business should they take actions that damage the brand name.
  • Our voting control is concentrated among the holders of our Class B-1 common stock. As a result, the market price of our securities may be materially adversely affected by such disparate voting rights.
  • VoteCo Professionals’ control over us may give rise to actual or perceived conflicts of interest with the Limited Partners who manage VoteCo Professionals.
  • Risks Related to Our Securities
  • If our performance does not meet market expectations, the price of our securities may decline.
  • Our stockholders may be diluted by the future issuance of common stock, preferred stock or securities convertible or exchangeable into common or preferred stock, in connection with our incentive plans, acquisitions, capital raises or otherwise.
  • Future sales of our Class A common stock may reduce the market price of our Class A common stock.
  • Risks Related to Being a Public Company
  • If we are unable to maintain effective internal control over financial reporting, this could have a material adverse effect on our business.
  • Risks Related to Our Governance and Governance Documents
  • We are a “controlled company” within the meaning of the rules of Nasdaq and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.
  • The classification of our board of directors may have anti-takeover effects, including discouraging, delaying or preventing our change of control.
  • Anti-takeover provisions in our charter documents and Delaware law, as well as the rules of FINRA, the FCA, the Alberta Commission, CIRO, ACPR and other U.S. or foreign governmental regulatory authorities or self-regulatory organizations, could delay or prevent a change in control, limit the price investors may be willing to pay in the future for our Class A common stock and could entrench management.
  • Our Restated Certificate of Incorporation provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder limitation matters, subject to limited exceptions, which could discourage stockholder lawsuits or limit our stockholders' ability to bring a claim in any judicial forum that they find favorable for disputes against our directors, officers, other employees or stockholders.

Legal proceedings

On October 20, 2015, Professionals GP, PWP MC LP, PWP Equity I LP and Perella Weinberg Partners Group LP (collectively, the “PWP Plaintiffs”), filed a complaint against Michael A. Kramer, Derron S. Slonecker, Joshua S. Scherer, Adam W. Verost (collectively, the “Individual Defendants”) and Ducera Partners LLC (together with the Individual Defendants, the “Defendants”) in New York Supreme Court, Commercial Division (the “Court”). The complaint alleges that the Individual Defendants, three former partners and one former employee of the PWP Plaintiffs, entered into a scheme while at PWP to lift out the PWP Plaintiffs’ restructuring group to form a new competing firm that they were secretly forming in breach of their contractual and fiduciary duties to the PWP Plaintiffs. The complaint contains 14 causes of action, and seeks declaratory relief as well as damages resulting from the Individual Defendants’ contractual and fiduciary breaches and from Defendants’ unfair competition and tortious interference with the PWP Plaintiffs’ contracts and client relationships.

The opening of Item 3, Legal Proceedings.6

Sources

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