These terms and conditions govern your use of the website alphaminr.com and its related
services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr,
(“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms
include the provisions in this document as well as those in the Privacy Policy. These terms may
be modified at any time.
Subscription
Your subscription will be on a month to month basis and automatically renew every month. You may
terminate your subscription at any time through your account.
Fees
We will provide you with advance notice of any change in fees.
Usage
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Limitation of Liability
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The
service is provided “As is”. The materials and information accessible through the Service are
solely for informational purposes. While we strive to provide good information and data, we make
no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO
YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY
OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR
(2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE
CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR
CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision
shall not affect the validity or enforceability of the remaining provisions herein.
Privacy Policy
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal
information when we provide our service (“Service”). This Privacy Policy explains how
information is collected about you either directly or indirectly. By using our service, you
acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy
Policy, please do not use our Service. You should contact us if you have questions about it. We
may modify this Privacy Policy periodically.
Personal Information
When you register for our Service, we collect information from you such as your name, email
address and credit card information.
Usage
Like many other websites we use “cookies”, which are small text files that are stored on your
computer or other device that record your preferences and actions, including how you use the
website. You can set your browser or device to refuse all cookies or to alert you when a cookie
is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not
function properly. We collect information when you use our Service. This includes which pages
you visit.
Sharing of Personal Information
We use Google Analytics and we use Stripe for payment processing. We will not share the
information we collect with third parties for promotional purposes.
We may share personal information with law enforcement as required or permitted by law.
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
September 30,
2025
OR
☐
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.
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.
2
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.
3
PART I. FINANCI
AL 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.
4
PJT Partners Inc.
Condensed Consolidated Statement
s 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.
5
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.
6
PJT Partners Inc.
Condensed Consolidated Statements of C
hanges 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.
7
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.
8
PJT Partners Inc.
Condensed Consolidated Statement
s 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.
9
PJT Partners Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)
1.
ORGA
NIZA
TION
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”).
2.
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.
10
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.
3.
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.
11
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.
4.
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.
12
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)
5.
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.
6.
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.
13
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)
7.
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.
8.
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.
14
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)
9.
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.
15
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.
16
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.
17
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.
18
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.
19
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”
20
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.
21
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 Other
1
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
.
22
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”.
23
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 declined
1
. 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.
1
Source: LSEG Global Mergers & Acquisitions Review for First Nine months of 2025 as of September 30, 2025.
24
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
25
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.
26
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
27
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.
28
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
29
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.
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.
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.
30
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.
31
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 QUALITAT
IVE 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.
32
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. RI
SK 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 EQUI
TY 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.
33
ITEM 3. DEFAULTS UPO
N SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAF
ETY DISCLOSURES
Not applicable.
ITEM 5. OTHER
INFORMATION
During the three months ended September 30, 2025
,
no
ne 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).
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.
35
SIGNA
TURES
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.
Insider Ownership of PJT Partners Inc.
company Beta
Owner
Position
Direct Shares
Indirect Shares
AI Insights
Summary Financials of PJT Partners Inc.
Beta
(We are using algorithms to extract and display detailed data. This is a hard problem and we are working continuously to classify data in an accurate and useful manner.)
