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What changed in PJT Partners Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of PJT Partners Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+228 added−221 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in PJT Partners Inc.'s 2025 10-K

228 paragraphs added · 221 removed · 197 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

51 edited+7 added−11 removed44 unchanged
Biggest changeTheir expertise across multiple product areas, industry verticals and geographies are sought by clients in some of the most complex domestic and cross-border situations. • Client Centric. Our success is built around the trust our clients have placed in us. We work every day to ensure that we are providing cutting-edge advice on the critical matters facing our clients.
Biggest changeOur partners bring decades of experience and deep relationships across a vast network of corporate executives, board members, fund managers, as well as financial sponsors and governments. Their multi-product, multi-industry and multi-geography expertise are sought by clients in some of the most complex domestic and cross-border situations. • Client Centric. Our success is built around our clients' trust.
Such incentives are designed to ensure alignment with our shareholders and the overall success of our Company. Other benefits we provide employees include comprehensive health care, 401(k) plan matching and pension 7 contributions, generous paid-time off, discounted gym memberships, access to walk-in health care and emergency child and elderly care.
Such incentives are designed to ensure alignment with our shareholders and the overall success of our Company. Other benefits we provide employees include comprehensive health care, 401(k) plan matching and pension contributions, generous paid-time off, discounted gym memberships, access to walk-in health care and emergency child and elderly care.
Employer of Choice Initiatives We prioritize the health and well-being of our employees and their families. We have always aimed to provide pay, benefits and other support that seeks to meet the varying needs of our employees. Our total rewards package is based on competitive pay and is often structured to include discretionary bonuses that include long-term incentives.
Employer of Choice Initiatives We prioritize the health and well-being of our employees and their families. We have always aimed to provide pay, benefits and other support to meet the varying needs of our employees. Our total rewards package is based on competitive pay and is often structured to include discretionary bonuses that include long-term incentives.
We are generally prohibited from engaging in transactions involving any country, region or government that is subject to such comprehensive sanctions. 9 The Foreign Corrupt Practices Act (the “FCPA”) and the UK 2010 Bribery Act (the “UK Bribery Act”) prohibit the payment of bribes to foreign government officials and political figures and other persons.
We are generally prohibited from engaging in transactions involving any country, region or government that is subject to such comprehensive sanctions. The Foreign Corrupt Practices Act (the “FCPA”) and the UK 2010 Bribery Act (the “UK Bribery Act”) prohibit the payment of bribes to foreign government officials and political figures and other persons.
Refer to Note 13. “Transactions with Related Parties” and Note 14. “Commitments and Contingencies—Transactions and Agreements with former Parent, Employee Matters Agreement” in the “Notes to Consolidated Financial Statements” in “Part II. Item 8. Financial Statements and Supplementary Data” for further information about the agreements entered into in connection with the spin-off.
Refer to Note 13. “Transactions with Related Parties” and Note 14. “Commitments and Contingencies—Transactions and Agreements with former Parent, Employee Matters Agreement” in the “Notes to Consolidated 10 Financial Statements” in “Part II. Item 8. Financial Statements and Supplementary Data” for further information about the agreements entered into in connection with the spin-off.
The SEC and various self-regulatory organizations impose rules that require notification when net capital falls below certain predefined criteria, limit the ratio of subordinated debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances.
The SEC and various self-regulatory organizations impose rules that require notification when net capital falls 8 below certain predefined criteria, limit the ratio of subordinated debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances.
The 10 price per Partnership Unit to be received in a cash-settled exchange will be equal to the fair value of a share of our Class A common stock (determined in accordance with and subject to adjustment under the exchange agreement, as amended).
The price per Partnership Unit to be received in a cash-settled exchange will be equal to the fair value of a share of our Class A common stock (determined in accordance with and subject to adjustment under the exchange agreement, as amended).
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Dividend Policy.” 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.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Dividend Policy.” 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 ownership interests of the holders (other than PJT Partners Inc.) of common units of partnership interest in PJT Partners Holdings LP (“Partnership Units”) are reflected as non-controlling interests in PJT Partners Inc.’s consolidated financial statements as of December 31, 2024. Holders of Partnership Units are granted an accompanying share of Class B common stock.
The ownership interests of the holders (other than PJT Partners Inc.) of common units of partnership interest in PJT Partners Holdings LP (“Partnership Units”) are reflected as non-controlling interests in PJT Partners Inc.’s consolidated financial statements as of December 31, 2025. Holders of Partnership Units are granted an accompanying share of Class B common stock.
We also continue to expand our global reach through talent additions, strategic alliances and investments and senior advisors who can provide additional advice and relationships to key decision makers and sources of capital around the globe. • Opportunity to Deepen Our Advisory Capabilities.
We also continue to expand our global reach through talent additions, strategic investments and senior advisors who can provide additional advice and relationships to key decision makers and sources of capital around the globe. 5 • Opportunity to Deepen Our Advisory Capabilities.
Certain parts of our business are subject to compliance with laws and regulations of U.S. federal and state governments, non-U.S. governments, their respective agencies and/or various self-regulatory organizations or exchanges relating to, among other things, the privacy of client information. Any failure to comply with these regulations could expose us to liability and/or reputational damage.
Certain parts of our business are subject to compliance with laws and regulations of U.S. federal and state governments, non-U.S. governments, their respective agencies and/or various self-regulatory organizations or exchanges relating to, among other things, the privacy of client information. Any failure to comply with these regulations could expose us to monetary penalties and/or reputational damage.
Professionals at all levels choose to join PJT Partners because we offer the best qualities of a much larger, established organization combined with the energy of a small entrepreneurial firm where advice is the main event and every team member can make meaningful contributions. • Collaboration Embedded in Culture.
Professionals at all levels choose to join PJT Partners because we offer the best qualities of a much larger organization combined with the energy of an entrepreneurial firm where advice is the main event and every team member can make meaningful contributions. • Collaboration Embedded in Culture.
We recognize that mental health is an integral part of our employees’ overall well-being and essential to our success at PJT Partners. In addition to providing workshops on mental health awareness, our employees and their families benefit from ongoing access to a comprehensive mental health platform that provides on-demand access from a broad provider network.
We recognize that mental health is an integral part of our employees’ overall well-being and essential to our success. In addition to providing workshops on mental health awareness, our employees and their families benefit from ongoing access to a comprehensive mental health platform that provides on-demand access from a broad provider network.
Accordingly, human capital management is a business priority and central to everything we do, as demonstrated by the number and quality of hires we have made, our historically low levels of regretted attrition and the consistent positive feedback we receive through our employee surveys.
Human capital management is a strategic priority and central to everything we do, as demonstrated by the number and quality of hires we have made, our historically low levels of regretted attrition and the consistent positive feedback we receive through our employee surveys.
Broker-dealers are also subject to regulations, including the USA PATRIOT Act of 2001, which impose obligations regarding the prevention and detection of money-laundering activities, including the establishment of customer due diligence and other compliance policies and procedures. Failure to comply with these requirements may result in monetary, regulatory and, in certain cases, criminal penalties.
Broker-dealers are also subject to regulations, including the USA PATRIOT Act of 2001, which impose obligations regarding the prevention and detection of money-laundering activities, including the establishment of customer due diligence and other compliance policies and procedures. Failure to comply with these requirements may result in monetary, regulatory and, in certain cases, criminal penalties as well as reputational damage.
We operate a scaled, diversified global advisory franchise comprised of highly synergistic businesses, each of which are defined by our cultural values; strong character, differentiated capabilities and collaboration. Our people have relationships with a vast network of corporate executives, board members, financial sponsors, fund managers and governments, as well as expertise in multiple product areas, industry verticals and geographies.
We operate a scaled, diversified global advisory franchise comprised of highly synergistic businesses, each of which are defined by our cultural values: integrity, expertise and collaboration. Our people have relationships with a vast network of corporate executives, board members, fund managers, financial sponsors and governments, as well as expertise in multiple product areas, industry verticals and geographies.
We retain the sole option to determine whether to settle the exchange in either cash or for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for splits, unit distributions and reclassifications.
The Board retains the sole option to determine whether to settle the exchange in either cash or for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for splits, unit distributions and reclassifications.
Our capital markets advisory team advises and executes public and private capital raises in the debt and equity capital markets, including debt financings, acquisition financings, structured product offerings, public equity raises including initial public offerings, private capital raises for early and later stage companies as well as other capital structure related matters.
Our capital markets advisory team advises and executes public and private capital raises in the debt and equity capital markets, including debt financings, acquisition financings, structured product offerings, public equity raises including initial public offerings, private capital raises for early and later stage companies, general partner advisory and other capital structure related matters.
Accordingly, as of December 31, 2024, the holders of 10.5 million vested and unvested Partnership Units have requested, and the Board has approved, that the shares of Class B common stock held by them provide them with the same number of votes for the election and removal of directors as they do for all other matters.
Accordingly, as of December 31, 2025, the holders of 9.8 million vested and unvested Partnership Units have requested, and the Board has approved, that the shares of Class B common stock held by them provide them with the same number of votes for the election and removal of directors as they do for all other matters.
As the world becomes increasingly more complex, clients value our ability to provide differentiated advice on a wide range of strategic matters, liability management, restructuring and reorganization, capital structure solutions, investor issues and fundraising alternatives. • Further Integration of Capabilities Across Businesses.
As the world becomes increasingly more complex, clients value our ability to provide differentiated advice on a wide range of strategic matters; liability management, restructuring and reorganization options; capital structure solutions; investor issues and fundraising alternatives.
We use these results, along with feedback gathered through other employee connectivity forums, to further inform our priorities. Company leadership also maintains an active dialogue with employees through town hall meetings, which take place each quarter.
We use survey insights and feedback gathered through other employee connectivity forums, to further inform our priorities. Company leadership also maintains an active dialogue with employees through town hall meetings, which take place each quarter.
PJT Park Hill’s private capital solutions business is a leading advisor to general partners and limited partners on liquidity and other structured solutions. 4 Our Key Competitive Strengths We strive to deliver on our Company strategy by leveraging the strengths of our organization: • Young, Entrepreneurial Firm.
PJT Park Hill’s private capital solutions business is a leading advisor to general partners and limited partners on liquidity and other structured solutions. 4 Our Key Competitive Strengths We deliver on our Company strategy by leveraging a set of strengths that differentiate our organization within the global advisory landscape: • Young, Entrepreneurial Firm.
Since the inception of our Company, our compensation and promotion approach has been designed to reward employees based on their commercial contribution and commitment to our values. Our compensation is not formulaic and does not include individual revenue pay-outs.
Reward Principles Our Company culture is reinforced by rewarding employees who exemplify the pillars of our culture. Since the inception of our Company, our compensation and promotion approach has been designed to reward employees based on their commercial contribution and commitment to our values. Our compensation is not formulaic and does not include individual revenue pay-outs.
PJT Partners LP is also affected by various state and local regulations or policies that restrict or prohibit the use of placement agents in connection with investments by public pension funds, including but not limited to, regulations in New York State, New York City, Illinois and California. Similar measures are being considered or have been implemented in other jurisdictions.
PJT Partners LP is also affected by various state and local regulations or policies that restrict or prohibit the use of placement agents in connection with investments by public pension funds, including but not limited to, regulations in New York State, New York City, Illinois and California.
Since PJT Partners’ inception, we have been committed to our culture being a commercial differentiator – one that attracts, retains, and develops its talent in order to create a world-class firm. Our culture is defined by strong character, differentiated capabilities and collaboration.
Collaboration – anchored in character and differentiated capabilities – is core to our identity and a driver of commercial performance. Since PJT Partners’ inception, we have been committed to our culture being a commercial differentiator — one that attracts, retains, and develops its talent in order to create a world-class firm.
We have successfully recruited, and will continue to recruit, a wide range of talented colleagues from a diverse range of backgrounds and experiences who are attracted to our world-class advisory services and our unique culture. Since our earliest days, we have maintained that having the best people and an inclusive culture would be key to building an enduring franchise.
We continue to attract and retain talented colleagues from a wide range of backgrounds and experiences who value our world-class advisory services and our collaborative culture. Since our earliest days, we have maintained that having the best people and an inclusive culture would be key to building an enduring franchise.
Organizational Structure 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 described herein in “Part II. Item 5.
Similar measures are being considered or have been implemented in other jurisdictions. 9 Organizational Structure 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 described herein in “Part II.
We work to help them navigate through complex challenges and bold opportunities in order to meet their strategic objectives. Delivering optimal outcomes is what we strive for – our clients’ results are our reputation. The quality of our advice is core to what we do. • Premier Destination for Talent.
We provide independent forward-looking, commercial advice on their most critical decisions and help them navigate complex challenges and bold opportunities to meet their strategic objectives. Delivering optimal outcomes is what we strive for: our clients’ results are our reputation and the quality of our advice is core to what we do. • Premier Destination for Talent.
To support these aims, we have initiatives to ensure we remain an employer of choice to the widest possible pool of top talent, including embedding contribution to an inclusive culture in performance objectives and supporting a number of employee-directed resource groups.
To support these 7 aims, we have initiatives to ensure we remain an employer of choice to the widest possible pool of top talent, including embedding contribution to an inclusive culture in performance objectives, discussion forums and workshops to encourage open dialogue around topical issues that are open to all employees, and supporting a number of employee-directed resource groups, also open to all employees.
Our employees also have the opportunity to participate in PJT fundraising events and volunteer days, and we have continued to require our summer program participants to complete a community volunteering project as a pre-requisite for a full-time offer. Competition The financial services industry is intensely competitive, and we expect it to remain so.
Our employees also have the opportunity to participate in PJT Partners fundraising events and volunteer days, and we continue to require our summer program participants to complete a community volunteering project as a pre-requisite for a full-time offer.
Human Capital Management Philosophy From day one of our Company, we have been committed to developing our culture as a commercial differentiator – one that attracts and retains people in order to create a world-class firm built for the long term. Our culture is defined by uncompromising character, deep capabilities, broad domain expertise and strong collaboration.
Human Capital Management Philosophy From day one of our Company, we have focused on developing a culture as a commercial differentiator – one that attracts and retains exceptional talent in order to create a world-class firm built for the long term.
PJT Park Hill PJT Park Hill, our leading global alternative asset advisory and fundraising business, provides private fund advisory and fundraising services for a diverse range of investment strategies. Moreover, PJT Park Hill is the only group among its peers with top-tier, dedicated private equity, alternative credit/hedge funds, real estate, directs and private capital solutions groups.
Moreover, PJT Park Hill is the only group among its peers with top-tier, dedicated private equity, alternative credit/hedge funds, real estate, directs and private capital solutions groups.
We have highly integrated world-class franchises in each of the areas in which we compete: Strategic Advisory Our team of leading professionals delivers strategic advice and innovative solutions to our clients in often highly complex and challenging situations. We advise clients on transactions including mergers and acquisitions (“M&A”), spin-offs, activism defense, contested M&A, joint ventures, minority investments and divestitures.
We have highly integrated world-class franchises in each of the areas in which we compete: Strategic Advisory Our team of leading professionals delivers strategic advice and innovative solutions to our clients in often highly complex and challenging situations.
Engagement with the Broader Community A core measure of our success is our ability to make a difference in the communities where we live and work.
To that end, we continue to enhance our promotion processes and strengthen coaching and mentoring efforts, including through partnering with external executive coaches. Engagement with the Broader Community A core measure of our success is our ability to make a difference in the communities where we live and work.
As a result, we remain focused on ensuring that our employment proposition includes an attractive culture, development opportunities and competitive rewards. 8 Regulation Our business, as well as the financial services industry generally, is subject to extensive regulation in the U.S. and across the globe.
Our continued success and ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing talent. We remain focused on providing an attractive culture, development opportunities and competitive rewards. Regulation Our business, as well as the financial services industry generally, is subject to extensive regulation in the U.S. and across the globe.
Our differentiated and diverse portfolio of industry, product and geographical expertise enables us to serve our clients in a unique way. Our premier advisory franchises allow us to provide best-in-class advice to clients whether they are looking for growth through strategic alternatives, advice in shareholder engagement, liability management or in a restructuring and reorganization, or access to capital.
Our premier advisory franchises allow us to provide best-in-class advice to clients whether they are looking for growth through strategic alternatives, advice in shareholder engagement, liability management, restructuring and reorganization, or access to capital. Our deep networks across businesses allow us to connect clients and help them to meet their strategic objectives.
The Board holds CEO succession planning discussions in executive sessions led by the Lead Independent Director. 6 • The Board, including the Compensation Committee, maintains an active information flow and directs senior management to update and consult it regularly on key talent hires and other important aspects of the Company’s human capital strategy.
CEO succession planning discussions are held in executive sessions led by the Lead Independent Director. • Maintaining an active information flow between senior management and the Board and Compensation Committee on key talent hires and human-capital priorities.
Additionally, we advise private and public company boards and management teams on strategies for building productive investor relationships with a focus on shareholder engagement; complex investor matters; and other critical strategic, governance and shareholder matters.
We advise corporate clients and financial sponsors on transactions including mergers and acquisitions (“M&A”), spin-offs, activism defense, contested M&A, joint ventures, minority investments and divestitures. Additionally, we advise private and public company boards and management teams on strategies for building productive investor relationships with a focus on shareholder engagement; complex investor matters; and other critical strategic, governance and shareholder matters.
In addition to programmatic efforts, we recognize the opportunities for growth and development that emerge on the job. These initiatives are supported by our performance review process, which is centered around the delivery of quality, development-focused feedback.
In addition to programmatic efforts, we recognize the opportunities for growth and development that emerge on the job. These initiatives are supported by our performance review process, which emphasizes high quality, development-focused feedback. We also recognize that our success requires not only the recruitment of best-in-class senior talent, but in providing positive career trajectories and upward mobility for our employees.
We operate in Dubai as deNovo Partners (DIFC) Limited, a Dubai International Financial Centre company authorized and regulated by the Dubai Financial Services Authority, and in the Kingdom of Saudi Arabia as deNovo Partners Finance, a limited liability company authorized and regulated by the Kingdom of Saudi Arabia's Capital Market Authority.
We operate in the United Arab Emirates through our subsidiary PJT deNovo Partners Ltd, a company incorporated in the Dubai International Financial Centre and regulated by the Dubai Financial Services Authority, and in the Kingdom of Saudi Arabia as deNovo Partners Finance, a limited liability company established in accordance with the companies' regulations of the Kingdom of Saudi Arabia, operating under license from the Capital Market Authority.
Our geopolitical and policy advisory practice assists corporate boards and management teams with navigating changing geopolitical relationships against the backdrop of evolving political landscapes. Restructuring and Special Situations Our Restructuring and Special Situations business is one of the world’s leading advisors in liability management, financial restructuring and reorganization, distressed M&A and Chapter 11 matters.
Our geopolitical and policy advisory practice assists corporate boards and management teams with navigating changing geopolitical relationships against the backdrop of evolving political landscapes.
We remain committed to attracting top talent to expand into new industry verticals to serve a broader range of clients.
Our Growth Strategy Our strategy to achieve our growth objectives has the following components: • Increase the Breadth and Depth of Our Advisory Franchise through Footprint Expansion. We remain committed to attracting top talent to expand into new industry verticals to serve a broader range of clients.
Our directors periodically attend partner meetings and events, participate in internal town hall meetings, and meet with groups and individuals at our Company. • Members of the Board receive relevant employee communications, including announcements of transactions on which the Company has advised. Employee Feedback and Engagement We view active dialogue with our employees as essential to maintaining our unique culture.
With the Board’s oversight, the Company continuously refines human capital priorities based on business drivers, employee feedback and the overall environment for talent. • Engaging directly with senior management and employees by attending partner meetings and events, participating in internal town halls and meeting with groups and individuals across our Company. • Receiving relevant employee communications, including transaction announcements on which the Company has advised. 6 Employee Feedback and Engagement We view active dialogue with our employees as essential to maintaining our unique culture.
This was designed to enhance personal financial decision-making, which not only benefits our employees but in turn contributes to the well-being and success of our organization. It is our practice to review and benchmark not only our compensation practices, but our health and wellness benefits annually and consider feedback from our employees to ensure we remain an employer of choice.
We also acknowledge the importance of work-life balance for our employees through paid-time off and leave policies that are equitable for all employees, regardless of level. It is our practice to review and benchmark not only our compensation practices, but our health and wellness benefits annually and consider feedback from our employees to ensure we remain an employer of choice.
Since 2020, the Company and our employees have donated over $10.0 million to more than 450 global organizations that support causes and humanitarian efforts that are important to our communities, including mental health awareness and support, disease cure and prevention, strengthening communities, the advancement of anti-discrimination and racial equity and providing aid to those affected by geopolitical and military conflicts and natural disasters.
Since 2020, the Company and our employees have donated over $12.0 million to more than 530 global organizations that support causes that are important to our communities.
We were ranked #1 in both global and U.S. announced deals for 2024 by LSEG and were named International Financing Review Restructuring Advisor of the Year for each of the years 2020-2023. With expertise in highly complex capital structure challenges, we advise management teams, corporate boards, sponsors and creditors in situations where a company is experiencing financial distress.
We were ranked #1 in both global and United States announced restructurings in three out of the last four years by LSEG Refinitiv and were named International Financing Review Restructuring Advisor of the Year for each of the years 2020 through 2023.
The creativity and depth of our advice, and the integrity and judgment with which we deliver it, provide a strong foundation for our growing business. • Global Market Leadership. Our growing premier Strategic Advisory business is comprised of industry-leading practitioners and has advised on some of the most high-profile and complex transactions around the globe.
Our premier Strategic Advisory business is comprised of industry-leading practitioners who have advised on some of the most high-profile and complex transactions worldwide. Our shareholder advisory business is a trusted advisor to public companies on critical strategic, governance and investor matters. Our Restructuring and Special Situations Group is a market leader with a global platform.
Our PJT Park Hill platform has a leading market position across its businesses and has long-standing relationships around the globe that provides us with unique access to capital sources and drives incremental value for our clients. Our partners have decades of experience and deep relationships with a vast network of corporate executives, board members, financial sponsors, fund managers and governments.
Our PJT Park Hill platform holds market leading positions across its differentiated set of businesses, supported by longstanding relationships around the globe that provide unique access to capital sources, liquidity and structured solutions driving differentiated outcomes for our clients.
These essential qualities help us build better client relationships and better client outcomes. • One Integrated Firm, Highly Complementary Businesses. We strive to envelop our clients with our diverse capabilities, ensuring they receive the best possible advice that is appropriate for their strategic objectives.
We are equally defined by strong character and differentiated capabilities. These essential qualities of our culture strengthen client relationships and enable us to deliver better client outcomes. • One Integrated Firm, Highly Complementary Businesses.
The Board’s review includes an assessment of the experience, performance and skills of potential successors in these critically important roles.
Key elements of the Board’s engagement include: • Periodically discussing succession planning for our Chairman and CEO and other key leadership roles. These discussions include an assessment of senior bench strength, as well as the skills and experiences of potential successors in critically important roles.
Reinforcement of the culture we are building comes through engagement with our employees, the reward principles we apply to compensation and promotion decisions and our various talent development initiatives, which continue to evolve as we grow. As of December 31, 2024, we employed 1,143 individuals globally, including 119 partners.
We reinforce our culture through active engagement, transparent reward principles and evolving development initiatives aligned to business needs. As of December 31, 2025, we employed 1,224 individuals globally, including 133 partners. Board Oversight of Human Capital Management The Board of Directors (the “Board”) actively oversees the human capital management strategy of the Company.
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We combine decades of experience and excellence with the energy and enthusiasm of a new firm. Our teams act as trusted advisors to a diverse group of clients around the world, providing creative solutions to address a range of complex strategic matters.
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Restructuring and Special Situations Our Restructuring and Special Situations business is one of the world’s leading global advisors in liability management, restructurings and special situations, including bespoke financings, tort liability resolutions, distressed M&A and Chapter 11 matters.
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Our shareholder advisory business is a trusted advisor in the marketplace, having advised more than 60 Fortune 100 companies since its founding in 2012. Our Restructuring and Special Situations Group is a global market leader.
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With expertise in highly complex capital structure challenges, we advise corporate clients, financial sponsors and creditors in situations where a company is experiencing financial distress. PJT Park Hill PJT Park Hill, our leading global alternative asset advisory and fundraising business, provides private fund advisory and fundraising services for a diverse range of investment strategies.
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Our deep networks across businesses allow us to connect clients and help them to meet their strategic objectives. • Asset-Light Business Model. Our Company has deep global expertise, footprint and relationships while operating out of 15 locations around the world.
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We combine deep advisory experience with the agility and creativity of a young, entrepreneurial firm. Our teams advise a diverse global client base on complex strategic matters, delivering thoughtful, high-impact solutions. Our advice is grounded in integrity, insight and disciplined execution — core elements of our long-term growth. • Global Market Leadership.
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Since inception, we focus on intellectual capital and relationships and have chosen to operate in an asset-light, cloud-based environment, without the constraints of heavy infrastructure, legacy systems or processes. 5 Our Growth Strategy Our strategy to achieve our growth objectives has the following components: • Significantly Increase the Breadth and Depth of Our Advisory Franchise through Footprint Expansion.
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Our integrated platform brings the full breadth of our product, industry and geographic expertise to each situation ensuring clients receive the best possible advice for their strategic objectives.
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These qualities ensure we are best placed to provide unique commercial advice to our clients. Our long-term commercial success depends on our ability to attract, retain and develop the best talent at all levels.
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Our continued investment in technology infrastructure and integration of Artificial Intelligence ("AI") capabilities into our business, aims to further enhance our advisory capabilities to remain differentiated in a rapidly changing environment. • Continued Integration of Capabilities Across Businesses.
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Board Oversight of Human Capital Management The Board of Directors (the “Board”) actively oversees the human capital management strategy of the Company. Some key examples of the Board’s engagement include: • The Board maintains and periodically reviews a succession plan for our Chairman and CEO.
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Our culture — rooted in character, capability, broad domain expertise and collaboration — is foundational to how we serve clients and build an enduring, world-class franchise. Our long-term commercial success depends on attracting, retaining and developing exceptional talent at every level.
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With the Board’s oversight, the Company continuously refines human capital priorities based on business drivers, employee feedback and the overall environment for talent. • Members of the Board actively engage and spend time with our senior management and other employees in a variety of ways.
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In recognition of our 10-year anniversary in October 2025, we launched a giving initiative that enabled employees who complete 10 volunteer hours in 2026 to direct a $1,000 donation to an approved nonprofit organization. Competition The financial services industry is intensely competitive, and we expect it to remain so.
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We continue to support a number of employee-directed resource groups, and challenge ourselves to be an inclusive team. Reward Principles We believe our Company culture is reinforced by rewarding employees who exemplify the pillars of our culture.
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We also acknowledge the importance of work-life balance for our employees through paid-time off and leave policies that are consistent for all, regardless of level. In 2024, employees also had the opportunity to attend a financial stewardship program.
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We also recognize that our long-term success requires not only the recruitment of best-in-class senior talent, but in providing positive career trajectories and upward mobility for our employees. To that end, we continue to refine our promotion processes and the mentorship of our rising talent, including through partnering with external executive coaches.
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Our ability to continue to compete effectively in our business will depend on our ability to attract new employees and retain and motivate our existing employees.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

78 edited+9 added−4 removed159 unchanged
Biggest changeWe 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 these increases in tax basis 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.
Biggest changeThese increases in tax basis may increase (for tax purposes) depreciation and amortization deductions and therefore reduce the amount of tax that PJT Partners Inc. would otherwise be required to pay in the future, although the Internal Revenue Service (“IRS”) may challenge all or part of that tax basis increase, and a court could sustain such a challenge. 23 We 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 these increases in tax basis 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.
We face various cybersecurity and other operational risks related to our business on a day-to-day basis. We rely heavily on financial, human capital, accounting, communication and other information technology systems, and the people who operate them.
We face various cybersecurity and other operational risks related to our business on a day-to-day basis. We rely heavily on financial, accounting, human capital, communication and other information technology systems, and the people who operate them.
If our international business increases relative to our total business, these factors could have a more pronounced effect on our operating results. 17 As part of our day-to-day operations outside of the U.S., we are required to create compensation programs, employment policies, compliance policies and procedures and other administrative programs that comply with the laws of multiple countries and jurisdictions.
If our international business increases relative to our total business, these factors could have a more pronounced effect on our operating results. As part of our day-to-day operations outside of the U.S., we are required to create compensation programs, employment policies, compliance policies and procedures and other administrative programs that comply with the laws of multiple countries and jurisdictions.
As a participant in the financial services industry, we are subject to extensive regulation in the U.S. and internationally. We face the risk of significant intervention by regulatory authorities, including extended 20 investigation and surveillance activity, adoption of costly or restrictive new regulations and judicial or administrative proceedings that may result in substantial penalties.
As a participant in the financial services industry, we are subject to extensive regulation in the U.S. and internationally. We face the risk of significant intervention by regulatory authorities, including extended investigation and surveillance activity, adoption of costly or restrictive new regulations and judicial or administrative proceedings that may result in substantial penalties.
These systems, including the systems of third parties on which we rely, may fail to 14 operate properly or become disabled as a result of tampering or a breach of our or third-party network security systems or otherwise, including for reasons beyond our control. Our clients typically provide us with sensitive and confidential information.
These systems, including the systems of third parties on which we rely, may fail to operate properly or become disabled as a result of tampering or a breach of our or third-party network security systems or otherwise, including for reasons beyond our control. Our clients typically provide us with sensitive and confidential information.
The reduction in or elimination of our dividend payments could have a negative effect on our stock price. A significant portion of the voting power in PJT Partners Inc. is controlled by holders of our Class B common stock, whose interests may differ from those of our public stockholders that hold our Class A common stock.
The reduction in or elimination of our dividend payments could have a negative effect on our stock price. 22 A significant portion of the voting power in PJT Partners Inc. is controlled by holders of our Class B common stock, whose interests may differ from those of our public stockholders that hold our Class A common stock.
The foregoing number is merely an estimate and the actual payments could differ materially. We may need to incur additional indebtedness to finance payments under the tax receivable agreement to the extent our cash resources are insufficient to meet our obligations under the tax receivable agreement as a result of timing discrepancies or otherwise.
The foregoing number is an estimate and the actual payments could differ materially. We may need to incur additional indebtedness to finance payments under the tax receivable agreement to the extent our cash resources are insufficient to meet our obligations under the tax receivable agreement as a result of timing discrepancies or otherwise.
For instance, a client’s fund may be liquidated prior to the time that all or a portion of the fees are due to be paid to us. Moreover, to the extent fewer assets are raised for funds or interest by investors in alternative asset funds declines, the placement fees recognized by us would be adversely affected.
For instance, a client’s fund may be liquidated prior to the time that all or a portion of the fees are due to be paid to us. Moreover, to the extent fewer assets are raised for funds or interest by investors in alternative asset funds declines, the fees recognized by us would be adversely affected.
An appreciation or depreciation of any of these currencies relative to the U.S. dollar would result in an adverse or beneficial impact, respectively, to our financial results. New lines of business, new jurisdictions, joint ventures, and/or strategic investments may result in additional risks and uncertainties in our business.
An appreciation or depreciation of any of these currencies relative to the U.S. dollar would result in an adverse or beneficial impact, respectively, to our financial results. 17 New lines of business, new jurisdictions, joint ventures, and/or strategic investments may result in additional risks and uncertainties in our business.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Dividend Policy.” 22 Although we currently intend to pay a quarterly cash dividend to our stockholders, we have no obligation to do so, and our dividend policy may change at any time.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Dividend Policy.” Although we currently intend to pay a quarterly cash dividend to our stockholders, we have no obligation to do so, and our dividend policy may change at any time.
In addition, during periods of strong market and economic conditions, the number and value of liability management and restructuring and reorganization transactions may decrease, thereby reducing the demand for our restructuring and special situations services and increasing price competition among financial services companies seeking such engagements.
In addition, during periods of strong market and economic conditions, the number and value of liability management and restructuring and reorganization transactions may decrease, thereby reducing the demand for our restructuring and special situations services and increasing competition among financial services companies seeking such engagements.
However, those fees are generally paid by a client over a period of time with interest (for example, three to four years) following such successful subscription by an investor in a client’s fund and/or the closing of that fund.
However, 13 those fees are generally paid by a client over a period of time with interest (for example, three to four years) following such successful subscription by an investor in a client’s fund and/or the closing of that fund.
This damage, malicious activity or interruption may lead us to experience operational challenges and, if we are unable to timely and successfully recover, materially disrupt our business and cause material financial loss, regulatory actions, reputational harm or legal liability.
This damage, malicious activity or interruption may lead us to experience operational challenges and, if we are unable to timely and 15 successfully recover, materially disrupt our business and cause material financial loss, regulatory actions, reputational harm or legal liability.
If we are unable to adequately address such matters or we fail or are perceived to fail to comply with all laws, regulations, policies and related interpretations, it could negatively impact our reputation, our business results and/or ability to remain as an employer of choice.
If we are unable to adequately address such matters or we fail or are perceived to fail to comply with all laws, regulations, policies and related interpretations, it could negatively impact our reputation, our business results and/or ability to remain an employer of choice.
If our cash flows and capital resources are insufficient to fund any current or future debt obligations or contractual obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance such indebtedness or other contractual obligations.
If our cash flows and capital resources are insufficient to fund 16 any current or future debt obligations or contractual obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance such indebtedness or other contractual obligations.
If we are required to comply with other new regulations or new interpretations of existing regulations, or if we are unable to comply with these regulations or interpretations, our business could be adversely affected, or the cost of compliance may make it difficult to expand into new international markets.
If we are required to comply with other new regulations or new interpretations of existing regulations, or if we are unable 21 to comply with these regulations or interpretations, our business could be adversely affected, or the cost of compliance may make it difficult to expand into new international markets.
Our private fund advisory and fundraising business is dependent on the availability of private capital for deployment in illiquid asset classes such as private equity, alternative credit/hedge funds, and real estate for clients we serve.
Our private fund advisory and fundraising business is dependent on the availability of private capital for deployment in illiquid asset classes such as private equity, alternative credit/hedge funds, real estate and directs for clients we serve.
Our international operations carry special financial, business, regulatory and reputational risks, which could include the following: greater difficulties in managing and staffing foreign operations; language and cultural differences; reliance on third-party service providers; fluctuations in foreign currency exchange rates that could adversely affect our results; unexpected and costly changes in trading policies, regulatory requirements, tariffs and other barriers; sanctions; restrictions on travel; longer transaction cycles; higher operating costs; local labor conditions and regulations; adverse consequences or restrictions on the repatriation of earnings; potentially adverse tax consequences, such as trapped foreign losses; economic and geopolitical uncertainty; and military conflicts or other catastrophic events that reduce business activity; and disasters or other business continuity threats, such as pandemics, other man-made or natural disasters, or disruptions involving communications and information systems or other services.
Our international operations carry financial, business, regulatory and reputational risks, which could include the following: greater difficulties in managing and staffing foreign operations; language and cultural differences; reliance on third-party service providers; fluctuations in foreign currency exchange rates that could adversely affect our results; unexpected and costly changes in trading policies, regulatory requirements, the imposition or threatened imposition of tariffs and other barriers; sanctions; restrictions on travel; longer transaction cycles; higher operating costs; local labor conditions and regulations; adverse consequences or restrictions on the repatriation of earnings; potentially adverse tax consequences, such as trapped foreign losses; economic and geopolitical uncertainty; and military conflicts or other catastrophic events that reduce business activity; and disasters or other business continuity threats, such as pandemics, other man-made or natural disasters, or disruptions involving communications and information systems or other services.
New laws or regulations applicable to us and our clients also may adversely affect our business, and our ability to function in this environment will depend on our ability to continually monitor and react to these changes.
New laws or regulations applicable to us and our clients 20 also may adversely affect our business, and our ability to function in this environment will depend on our ability to continually monitor and react to these changes.
Further, the Company may also require holders of Partnership Unit who are not Service Providers (as defined in the Partnership Agreement of PJT Partners Holdings LP) to exchange such 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.
The placement fees earned by us are generally recognized as revenue upon the successful subscription by an investor in a client’s fund and/or the closing of that fund.
The fees earned by us are generally recognized as revenue upon the successful subscription by an investor in a client’s fund and/or the closing of that fund.
In addition, we face the risk that certain clients, such as restructuring companies in financial distress, may not have the financial resources to pay our agreed-upon fees.
In addition, we face the risk that certain clients, such as companies in financial distress, may not have the financial resources to pay our agreed-upon fees.
It typically takes time for our newly recruited professionals to become effective and profitable. During that time, we may incur significant expenses and expend significant time and resources toward their training, integration and business development. We may face difficulties in, or increases in, the cost of recruiting and retaining employees of a caliber consistent with our business strategy.
It typically takes time for our newly recruited professionals to become effective contributors. During that time, we may incur significant expenses and expend significant time and resources toward their training, integration and business development. We may face difficulties in, or increases in, the cost of recruiting and retaining employees of a caliber consistent with our business strategy.
As a result, our operating results, financial condition and liquidity may be significantly affected by the loss of a relatively small number of mandates or the failure of a relatively small number of assignments to be completed. However, no client accounted for more than 10% of our total revenues for the years ended December 31, 2024 or 2023.
As a result, our operating results, financial condition and liquidity may be significantly affected by the loss of a relatively small number of mandates or the failure of a relatively small number of assignments to be completed. However, no client accounted for more than 10% of our total revenues for the years ended December 31, 2025 or 2024.
In these circumstances, we often do not recognize advisory revenues that are commensurate with the resources devoted to these client situations. In addition, with respect to our private fund advisory and fundraising business, we face the risk that we may not be able to collect all or a portion of the fees that we recognize.
In these circumstances, we often do not recognize revenues that are commensurate with the resources devoted to these client situations. In addition, with respect to our private fund advisory and fundraising services, we face the risk that we may not be able to collect all or a portion of the fees that we recognize.
As a result, if a client is not satisfied with our services or we experience negative publicity related to our business and our people, regardless of whether the allegations are valid, it may adversely affect our business. Our business is subject to various cybersecurity and other operational risks.
As a result, if a client is not satisfied with our services or we experience negative publicity related to our business and our professionals, regardless of whether the allegations are valid, it may adversely affect our business. Our business is subject to various cybersecurity and other operational risks.
In addition, we and the holders of Partnership Units (other than PJT Partners Inc.) have entered into an exchange agreement, as amended. See “Certain Relationships and Related Person Transactions—Exchange Agreement” in our 2024 Proxy Statement.
In addition, we and the holders of Partnership Units (other than PJT Partners Inc.) have entered into an exchange agreement, as amended. See “Certain Relationships and Related Person Transactions—Exchange Agreement” in our 2025 Proxy Statement.
We are also at risk for malware/ransomware infection and/or other attacks that could result in disruption of our business operations and the theft, dissemination and destruction of corporate and client-sensitive information or other assets.
We are also at risk for malware/ransomware incidents and/or other attacks that could result in disruption of our business operations and the theft, dissemination and destruction of corporate and client-sensitive information or other assets.
For the year ended December 31, 2024, we earned 15% of our total revenues from our international operations. We intend to continue to grow our non-U.S. business, and this growth is important to our overall success. In addition, many of our clients are non-U.S. entities seeking to enter into transactions involving U.S. businesses.
For the year ended December 31, 2025, we earned 15% of our total revenues from customers from our international operations. We intend to continue to grow our non-U.S. business, and this growth is important to our overall success. In addition, many of our clients are non-U.S. entities seeking to enter into transactions involving U.S. businesses.
Our activities may subject us to the risk of significant legal liabilities to our clients and affected third parties, including shareholders of our clients who could bring class actions against us. In recent years, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against financial services companies have increased.
Our activities may subject us to the risk of significant legal liabilities to our clients and affected third parties, including, but not limited to, shareholders of our clients who could bring class actions against us. In recent years, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against financial services companies have increased.
The Company retains the sole option to determine whether to settle the exchange in either cash or for shares of our Class A common stock on a one-for-one basis, 23 subject to customary conversion rate adjustments for splits, unit distributions and reclassifications.
The Board retains the sole option to determine whether to settle the exchange in either cash or for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for splits, unit distributions and reclassifications.
The loss of the services of any of them, in particular our Chief Executive Officer, could have a material adverse effect on our business, including our ability to attract clients. Our future growth will depend on, among other things, our ability to successfully identify, recruit, motivate and develop talent and will require us to commit additional resources.
The loss of their services, in particular our Chief Executive Officer, could have a material adverse effect on our business, including our ability to attract clients. 18 Our future growth will depend on, among other things, our ability to successfully identify, recruit, motivate and develop talent and will require us to commit additional resources.
A substantial portion of our revenue in any given period is dependent in part on the number of fee-paying clients in such period. For the years ended December 31, 2024 and 2023, we had 230 and 198 clients, respectively, that generated fees equal to or greater than $1 million.
A substantial portion of our revenue in any given period is dependent in part on the number of fee-paying clients in such period. For the years ended December 31, 2025 and 2024, we had 255 and 230 clients, respectively, that generated fees equal to or greater than $1 million.
Since October 1, 2015, the Company has authorized 33 million shares of PJT Partners Inc. Class A common stock for issuance of new awards under our Second Amended and Restated PJT Partners Inc. 2015 Omnibus Incentive Plan, of which 13.3 million were available for issuance as of December 31, 2024. Any PJT Partners Inc.
Since October 1, 2015, the Company has authorized 33 million shares of PJT Partners Inc. Class A common stock for issuance of new awards under our Second Amended and Restated PJT Partners Inc. 2015 Omnibus Incentive Plan, of which 12.3 million were available for issuance as of December 31, 2025. Any PJT Partners Inc.
Each revenue-generating engagement typically is separately solicited, awarded and negotiated. We have experienced significant competition when obtaining advisory mandates, and we may experience pricing pressures in our business in the future as some of our competitors may seek to obtain increased market share by reducing fees.
Each revenue-generating engagement typically is separately solicited, awarded and negotiated. 19 We experience significant competition when obtaining mandates, and we may experience pricing pressures in our business in the future as some of our competitors may seek to obtain increased market share by reducing fees.
Our results of operations would be adversely affected by any such reduction in the number or value of such advisory transactions. Further, in the period following an economic downturn, the number and value of M&A transactions typically takes time to recover and lags a recovery in market and economic conditions.
Our results of operations would be adversely affected by any such reduction in the number or value of such advisory transactions. Further, in the period following an economic downturn, the number and value of M&A transactions typically take time to recover and lag a recovery in market and economic conditions.
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, after taking into account our results of operations, financial position and capital requirements, general business conditions, legal, tax and regulatory constraints or restrictions, any contractual restrictions (including any restrictions contained in the credit agreement) and other factors we deem relevant.
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, after taking into account a variety of factors, including our results of operations, financial position and capital requirements, general business conditions, legal requirements, price, tax and regulatory constraints or restrictions, any contractual restrictions (including any restrictions contained in the credit agreement), and economic and market conditions.
See “Certain Relationships and Related Person Transactions—The Limited Partnership Agreement” in our definitive proxy statement filed in connection with our 2024 Annual Meeting of Stockholders (our “2024 Proxy Statement”).
See “Certain Relationships and Related Person Transactions—The Limited Partnership Agreement” in our definitive proxy statement filed in connection with our 2025 Annual Meeting of Stockholders (our “2025 Proxy Statement”).
Additionally, our reputation and client relationships may be damaged as a result of our involvement, or our clients’ involvement, in certain industries or projects associated with causing or exacerbating climate change, as well as any decisions we make to continue to conduct or change our activities in response to considerations relating to climate change. 16 We are exposed to risks related to our insurance coverage.
Additionally, our reputation and client relationships may be damaged as a result of our involvement, or our clients’ involvement, in certain industries or projects associated with causing or exacerbating climate change, as well as any decisions we make to continue to conduct or change our activities in response to considerations relating to climate change.
At December 31, 2024, our executive officers and directors held and/or controlled (including by way of the proxy granted to our Chief Executive Officer by certain executive officers of our former Parent in connection with the spin-off) 24.7% of the voting power of PJT Partners Inc. with regard to the election and removal of directors, and 34.0% of the voting power of PJT Partners Inc. with regard to all other matters presented to stockholders of PJT Partners Inc.
At December 31, 2025, our executive officers and directors held and/or controlled (including by way of the proxy granted to our Chief Executive Officer by certain executive officers of our former Parent in connection with the spin-off) 23.5% of the voting power of PJT Partners Inc. with regard to the election and removal of directors, and 33.0% of the voting power of PJT Partners Inc. with regard to all other matters presented to stockholders of PJT Partners Inc.
Moreover, our Class B common stockholders, including our Chief Executive Officer, have the ability to exercise increased influence over the outcome of director elections and removals as well. Additionally, as of December 31, 2024, our Class B common stockholders own 39.7% of the Partnership Units.
Moreover, our Class B common stockholders, including our Chief Executive Officer, have the ability to exercise increased influence over the outcome of director elections and removals as well. Additionally, as of December 31, 2025, our Class B common stockholders own 38.0% of the Partnership Units.
Certain provisions of the limited partnership agreement of PJT Partners Holdings LP may also prevent, delay or make more difficult, a transaction or a change in control that might involve a premium price for holders of our Class A common stock or otherwise be in their best interests.
These provisions may also discourage acquisition proposals or delay or prevent a change in control, which could harm the price of shares of our Class A common stock. 24 Certain provisions of the limited partnership agreement of PJT Partners Holdings LP may also prevent, delay or make more difficult, a transaction or a change in control that might involve a premium price for holders of our Class A common stock or otherwise be in their best interests.
As a participant in the financial services industry, we are materially affected by conditions in the global financial markets and economic conditions throughout the world, including many factors beyond our control, such as tariffs, sanctions, and global trade uncertainties.
As a participant in the financial services industry, we are materially affected by conditions in the global financial markets and economic conditions throughout the world, including many factors beyond our control, such as global trade policies and changes in other governmental regulations and policies, including sanctions.
Because advisory revenue is volatile and represents a significant portion of our total revenue, we may experience greater variations in our revenues and profits than other larger, more diversified competitors in the financial services industry.
Because transaction closes are volatile and represent a significant portion of our total revenue, we may experience greater variations in our revenues and profits than other larger, more diversified competitors in the financial services industry.
We depend on the efforts and reputations of our Chief Executive Officer and other senior bankers. Our senior banking team’s reputations and relationships with clients and potential clients are critical elements in the success of our business.
Risks Relating to Talent and Competition We depend on the efforts and reputations of our Chief Executive Officer and other key personnel. We depend on the efforts and reputations of our Chief Executive Officer and other senior bankers. Our senior banking team’s reputations and relationships with clients and potential clients are critical elements in the success of our business.
As of December 31, 2024, we had cash, cash equivalents and short-term investments of $546.8 million, of which $62.9 million and $100.7 million was invested in Treasury securities and money market funds, respectively. We monitor developments relating to the liquidity of these instruments on a regular basis.
As of December 31, 2025, we had cash, cash equivalents and short-term investments of $585.8 million, of which $46.9 million and $311.3 million was invested in Treasury securities and money market funds, respectively. We monitor developments relating to the liquidity of these instruments on a regular basis.
If the number of debt defaults, bankruptcies or other factors affecting demand for our restructuring and special situations services declines, our restructuring and special situations business could suffer. We provide various liability management and financial restructuring and reorganization and related advice to companies in financial distress or to their creditors or other stakeholders.
If the number of debt defaults, bankruptcies or other factors affecting demand for our restructuring and special situations services declines, our restructuring and special situations business could suffer. We provide various liability management and financial restructuring related advice to corporate clients, financial sponsors and creditors.
Based on the market value of a share of our Class A common stock of $157.81 and the Early Termination Rate (Secured Overnight Financing Rate (“SOFR”) plus 100 basis points) of 5.89% at December 31, 2024, we estimate that if PJT Partners Inc. exercised its termination on December 31, 2024, the aggregate amount of these termination payments would be $357.4 million.
Based on the market value of a share of our Class A common stock of $167.20 and the Early Termination Rate (Secured Overnight Financing Rate (“SOFR”) plus 100 basis points) of 5.13% at December 31, 2025, we estimate that if PJT Partners Inc. exercised its termination on December 31, 2025, the aggregate amount of these termination payments would be $402.2 million.
At December 31, 2024, our Class B common stockholders held 30.6% of the voting power of PJT Partners Inc. with regard to the election and removal of directors, and 39.8% of the voting power of PJT Partners Inc., with regard to all other matters presented to stockholders of PJT Partners Inc.
At December 31, 2025, our Class B common stockholders held 28.8% of the voting power of PJT Partners Inc. with regard to the election and removal of directors, and 38.1% of the voting power of PJT Partners Inc., with regard to all other matters presented to stockholders of PJT Partners Inc.
Phishing attacks and spoofing attacks, which may include deepfakes, are often used to obtain information, facilitate unauthorized access or impersonate employees and/or clients in order to, among other things, direct fraudulent financial transactions, obtain valuable information or disrupt business operations.
Phishing attacks and spoofing attacks, which may be significantly enhanced by the use of AI, including deepfakes, are often used to obtain information, facilitate unauthorized access or impersonate employees and/or clients in order to, among other things, direct fraudulent financial transactions, obtain valuable information or disrupt business operations.
Our primary competitors are large financial institutions, many of which have far greater financial and other resources and have the ability to offer a wider range of products and services.
We compete with large financial institutions, many of which have far greater financial and other resources and have the ability to offer a wider range of products and services.
We rely on third-party service providers and, in some cases, service providers those third-party providers utilize for certain aspects of our business. Any interruption or deterioration in the performance of these third parties and their service providers or failures of their information systems and technology could impair our operations, expose sensitive information, affect our reputation, and adversely affect our business.
Any interruption or deterioration in the performance of these third parties and their service providers or failures of their information systems and technology could impair our operations, expose sensitive information, affect our reputation, and adversely affect our business.
The impact of these geopolitical and military conflicts is ongoing, and is currently unknown, and could intensify other risks described herein, including cybersecurity-related risks, and otherwise have a material adverse effect on our business, financial condition and results of operations.
The impact of these geopolitical and military conflicts is ongoing, and is currently unknown, and could intensify other risks described herein, including cybersecurity-related risks, and otherwise have a material adverse effect on our business, financial condition and results of operations. The increasing availability of AI continues to reshape how information is shared and consumed and will impact our clients' needs.
As of December 31, 2024, we had 2,965,967,941 shares of PJT Partners Inc. Class A common stock authorized but unissued, including 15,695,804 shares of PJT Partners Inc. Class A common stock that may be issued upon exchange of Partnership Units. Our Restated Certificate of Incorporation authorizes us to issue these shares of PJT Partners Inc.
As of December 31, 2025, we had 2,964,042,322 shares of PJT Partners Inc. Class A common stock authorized but unissued, including 14,973,506 shares of PJT Partners Inc. Class A common stock that may be issued upon exchange of Partnership Units. Our Restated Certificate of Incorporation authorizes us to issue these shares of PJT Partners Inc.
We also must communicate and monitor standards and directives across our global operations. Our failure to successfully manage and grow our geographically diverse operations could impair our ability to react quickly to changing business and market conditions and to enforce compliance with non-U.S. laws and regulations. Fluctuations in foreign currency exchange rates could adversely affect our results.
We also must communicate and monitor standards and directives across our global operations. Our failure to successfully manage and grow our geographically diverse operations, including the attraction and retention of talent, could impair our ability to react quickly to changing business and market conditions and to enforce compliance with non-U.S. laws and regulations.
We may be exposed to liabilities arising out of our underwriting activities, including as a result of material misstatements or omissions in prospectuses and other offering documents.
Third-party offerings for which we act as an underwriter have certain inherent risks. We may be exposed to liabilities arising out of our underwriting activities, including as a result of material misstatements or omissions in prospectuses and other offering documents.
Our business may be negatively affected if our insurance coverage proves to be inadequate, unavailable or the insurance carriers deny coverage for whatever reason. Insurance claims may divert management resources away from operating our business. We may incur debt or other contractual obligations that we cannot service if we are unable to generate sufficient cash.
Insurance claims may divert management resources away from operating our business. We may incur debt or other contractual obligations that we cannot service if we are unable to generate sufficient cash.
Any determination that we have violated applicable laws could subject us to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect our business prospects, financial position or the market value of our Class A common stock. 19 Despite our implementation of policies, our emphasis on an inclusive culture and training to prevent and detect misconduct, we cannot completely safeguard ourselves against the risk of workplace misconduct, such as sexual harassment or discrimination.
Any determination that we have violated applicable laws could subject us to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect our business prospects, financial position or the market value of our Class A common stock.
The departure of a number of partners or groups of professionals could have a material adverse effect on our business and profitability. In addition, existing and proposed laws, rules and regulations that seek to limit or curtail the enforceability of non-competition, non-solicitation, confidentiality and similar restrictive covenant clauses could make it more difficult to retain qualified personnel.
The departure of a number of partners or groups of professionals could materially impact our business and profitability. In addition, existing and proposed laws, rules and regulations that seek to limit or curtail the enforceability of non-competition, non-solicitation, confidentiality and similar restrictive covenants could make retention of key talent more difficult.
In the event of any such default, the lenders under the credit agreement could elect to: declare all outstanding debt, accrued interest and fees to be due and immediately payable; and require us to apply all of our available cash to repay our outstanding debt. 18 Risks Relating to Talent and Competition We depend on the efforts and reputations of our Chief Executive Officer and other key personnel.
In the event of any such default, the lenders under the credit agreement could elect to: declare all outstanding debt, accrued interest and fees to be due and immediately payable; and require us to apply all of our available cash to repay our outstanding debt.
In addition, our operating results could be below the expectations of public market analysts and investors, and in response, the market price of our Class A common stock could decrease significantly. 13 In many cases we do not recognize revenue until the successful consummation of the underlying transaction, as such, our revenue and cash flow are highly dependent on market conditions and the decisions, actions and timing of our clients, interested third parties and governmental and regulatory authorities.
In many cases we do not recognize revenue until the successful consummation of the underlying transaction, as such, our revenue and cash flow are highly dependent on market conditions and the decisions, actions and timing of our clients, interested third parties and governmental and regulatory authorities.
If we are unable to recruit and develop profitable professionals, we will not be able to implement and execute our growth strategy and our financial results could be materially adversely affected. The near-term vesting of equity awarded to key personnel may diminish our ability to retain and motivate our professionals.
If we are unable to recruit and develop productive professionals, we will not be able to implement and execute our growth strategy and our financial results could be materially adversely affected. Near-term vesting of equity awards, and increasing retirement eligible population, may diminish retention and motivation of our professionals.
Legal and Regulatory Risks As a member of the financial services industry, we face substantial litigation and regulatory risks. Our role as advisor to our clients on important transactions involves complex analysis and the exercise of professional judgment, including rendering “fairness opinions” in connection with mergers and other transactions.
Our role as advisor to our clients on important transactions involves complex analysis and the exercise of professional judgment, including, but not limited to, rendering “fairness opinions” in connection with mergers and other transactions.
We may have to expend significant resources to mitigate the impact of any errors, interruptions, delays or cessations of service and may have insufficient recourse against service providers who experience such events. 15 We are evaluating the use of artificial intelligence technologies ("AI") within our business and we recognize that third parties that provide services to us may independently use AI.
We may have to expend significant resources to mitigate the impact of any errors, interruptions, delays or cessations of service and may have insufficient recourse against service providers who experience such events.
We earn fees, generally from a limited number of engagements that generate significant fees at key transaction milestones, such as closing, the timing of which is outside of our control. We expect that we will continue to rely on advisory fees for a substantial portion of our revenue for the foreseeable future.
Our revenues and profits are highly volatile on a quarterly basis. We earn fees, generally from a limited number of engagements that generate significant fees at key transaction milestones, such as closing, the timing of which is outside of our control.
Although we have employment agreements with these individuals, we cannot prevent them from terminating their employment with us. In addition, in certain jurisdictions we may not have access to non-competition agreements and in other jurisdictions our non-competition agreements with such individuals may not be enforced by the courts or could be banned by future rule making.
Although we have employment agreements with these individuals, we cannot prevent them from terminating their employment with us. In some jurisdictions, non-competition agreements are unavailable or unenforceable or may be curtailed by future rule making.
In addition, tax laws, regulations or treaties, newly enacted or enacted in the future, may cause us to remeasure our deferred tax assets and have a material change to our effective tax rate. 21 The cost of compliance with international broker-dealer, employment, labor, benefits, privacy and tax laws and regulations may adversely affect our business and hamper our ability to expand internationally.
The cost of compliance with international broker-dealer, employment, labor, benefits, privacy and tax laws and regulations may adversely affect our business and hamper our ability to expand internationally.
There can be no assurance that our cybersecurity measures will provide adequate protection, especially because the cyber attack techniques used change frequently or are not recognized until after they are launched.
There can be no assurance that our cybersecurity measures will provide adequate protection, especially because the cyber attack techniques used change frequently or are not recognized until after they are launched. For example, AI 14 may also increase cybersecurity risks as threat actors may automate attacks or create more convincing phishing or impersonation attempts through the use of AI.
As a result, we may incur significant legal expenses in defending ourselves against or settling litigation or regulatory actions. In addition, the associated litigation process can place operational strain on our business and we may have to spend a significant amount to adequately insure against these potential claims.
In addition, the associated litigation process can place operational strain on our business and we may have to spend a significant amount to adequately insure against these potential claims. Substantial legal liability or significant regulatory action against us could have material adverse financial effects or cause significant reputational harm to us, which could seriously harm our business prospects.
Our financial statements are denominated in U.S. dollars and a portion of our operations is in other currencies, as a result, we are exposed to fluctuations in foreign currencies. We have not entered into any transactions to hedge our exposure to these foreign exchange fluctuations through the use of derivative instruments or otherwise.
We have not entered into any transactions to hedge our exposure to these foreign exchange fluctuations through the use of derivative instruments or otherwise.
Credit and financial markets have recently experienced volatility and disruptions due to the geopolitical and military conflicts around the world, such as ongoing conflicts in Eastern Europe and the Middle East.
While the future impact is unknown, elevated interest rates could have an adverse effect on our transaction volumes, results of operations and financial condition. Credit and financial markets have recently experienced volatility and disruptions due to geopolitical and military conflicts around the world, such as ongoing conflicts in Eastern Europe and the Middle East.
The future market and economic climate may deteriorate because of many factors beyond our control, including tariffs, elevated interest rates or inflation, geopolitical and military conflicts, terrorism, natural disasters, pandemics or political uncertainty. While the future impact is unknown, elevated interest rates could have an adverse effect on our transaction volumes, results of operations and financial condition.
The future market and economic climate may deteriorate because of many factors beyond our control, including global trade policies, such as the imposition or threatened imposition of tariffs, elevated interest rates or inflation, geopolitical or military conflicts, terrorism, natural disasters, pandemics or political uncertainty such as the realignment of alliances.
However, the tax authorities could challenge our interpretation resulting in additional tax liability or adjustment to our income tax provision that could increase our effective tax rate.
However, the tax authorities could challenge our interpretation resulting in additional tax liability or adjustment to our income tax provision that could increase our effective tax rate. In addition, tax laws, regulations or treaties, newly enacted or enacted in the future, may cause us to remeasure our deferred tax assets and have a material change to our effective tax rate.
Our operations and financial results are subject to risks and uncertainties related to our use of insurance for a variety of risks, including cybersecurity risk. While we endeavor to purchase insurance coverage appropriate for our risk assessment, we are unable to predict with certainty the frequency, nature or magnitude of claims for direct or consequential damages.
We are exposed to risks related to our insurance coverage. Our operations and financial results are subject to risks and uncertainties related to our use of insurance for a variety of risks, including cybersecurity risk.
Our revenues and profits are highly volatile on a quarterly basis and may cause the price of our Class A common stock to fluctuate and decline. Our revenues and profits are highly volatile on a quarterly basis.
If the number of debt defaults, bankruptcies or other factors affecting demand for our restructuring and special situations advisory services declines, our restructuring and special situations business would be adversely affected. Our revenues and profits are highly volatile on a quarterly basis and may cause the price of our Class A common stock to fluctuate and decline.
The use of AI, which involves reliance on substantial data volumes, introduces risks, including, but not limited to, leakage of confidential or proprietary information, sensitive data being accessed, misused, or stolen and/or our competitors adopting and utilizing AI in a more effective manner that may have a material adverse effect on our financial condition, results of operations or market share.
We continue to evaluate and integrate the use of AI technologies within our business and we recognize that third parties that provide services to us may independently use AI. The use of AI, which involves reliance on substantial data volumes, introduces risks, including, but not limited to, leakage of confidential or proprietary information, sensitive data being accessed, misused, or stolen.
In addition, we are subject to provisions of the Delaware General Corporation Law 24 that restrict certain business combinations with interested stockholders. These provisions may also discourage acquisition proposals or delay or prevent a change in control, which could harm the price of shares of our Class A common stock.
In addition, we are subject to provisions of the Delaware General Corporation Law that restrict certain business combinations with interested stockholders.
As these independent firms or new entrants into the market seek to gain market share, we could experience pricing and competitive pressures, which would adversely affect our revenues and earnings. In addition, PJT Park Hill operates in a highly competitive environment and the barriers to entry into the private fund advisory and fundraising services business are low.
In addition, PJT Park Hill operates in a highly competitive environment and the barriers to entry into the private fund advisory and fundraising services business are low. Legal and Regulatory Risks As a member of the financial services industry, we face substantial litigation and regulatory risks.
Removed
For example, worldwide M&A volumes continued to be suppressed in 2024 compared with historical average M&A volumes and a substantial portion of our revenue is directly related to the number and value of the transactions in which we are involved.
Added
There is a risk of misuse of AI technologies, failure of such technologies to be available or to perform, and data leakage on account of use of such technologies, any of which could have a material adverse effect on our business, financial condition and results of operations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur CISO leads management’s efforts to assess and manage cybersecurity risks through execution and enforcement of the Program, implementation of the ISP, reporting cybersecurity risks to senior managers of the Company , and meeting at least twice annually with the Board to discuss cybersecurity risks.
Biggest changeOur CISO leads management’s efforts to assess and manage cybersecurity risks through execution and enforcement of the Program, implementation of the ISP, reporting cybersecurity risks to senior managers of the Company , and reporting to the Board on cybersecurity risks as described above.
The CISO works closely with the CTO, the Company’s Executive Committee and other senior managers, including through his participation in the Operational Risk Committee and the CIRT. In addition to the processes described above, our CISO leads a team of information security specialists with which he holds dedicated cybersecurity meetings and regularly reviews key cybersecurity metrics.
The CISO works closely with the CTO, the Company’s Executive Committee and other senior managers, including through his participation in the Operational Risk Committee and the CIRT. In addition to the processes described above, our CISO leads a team of information security specialists with which they hold dedicated cybersecurity meetings and regularly reviews key cybersecurity metrics.
He has a broad technical background in information security strategy, risk management, and enterprise system design.
Our CISO has a broad technical background in information security strategy, risk management, and enterprise system design.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. P ROPERTIES Our principal executive offices are located in leased office space at 280 Park Avenue, New York, New York 10017. We currently lease office space for our employees in Boston, Chicago, Dubai, Frankfurt, Hong Kong, Houston, London, Los Angeles, Madrid, Munich, Paris, Riyadh, San Francisco, and Tokyo. We do not own any real property.
Biggest changeITEM 2. P ROPERTIES Our principal executive offices are located in leased office space at 280 Park Avenue, New York, New York 10017. We currently lease office space for our employees in Boston, Chicago, Dubai, Frankfurt, Hong Kong, Houston, London, Los Angeles, Madrid, Munich, Paris, Riyadh, San Francisco, Tokyo, and Stockholm. We do not own any real property.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe 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 There were no unregistered sales/issuances of equity securities during the fourth quarter of 2024.
Biggest changeThe 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.
The Board will take into account general economic, market and industry conditions; our financial condition and operating results; our available cash and current anticipated cash needs; cash settlement of Partnership Unit exchanges; previous amounts of dividend payments and share repurchases; level of indebtedness; capital requirements; contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders; and such other considerations as the Board may deem relevant from time to time.
The Board will take into account general economic, market and industry conditions; our financial condition and operating results; our available cash and current anticipated cash needs; cash settlement of Partnership Unit exchanges; share repurchases; previous amounts of dividend payments; level of indebtedness; capital requirements; contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders; and such other considerations as the Board may deem relevant from time to time.
The graph assumes $100 was invested in our Class A common stock on December 31, 2019, and in the S&P 500 Index and the S&P Financials Index on December 31, 2019. It also assumes that the dividends were reinvested on the date of payment without payment of commissions.
The graph assumes $100 was invested in our Class A common stock on December 31, 2020, and in the S&P 500 Index and the S&P Financials Index on December 31, 2020. It also assumes that the dividends were reinvested on the date of payment without payment of commissions.
Our stock price performance shown in the graph below is not indicative of future stock price performance. The stock performance graph below compares the performance of an investment in our Class A common stock from December 31, 2019 through December 31, 2024, with that of the S&P 500 Index and the S&P Financials Index.
Our stock price performance shown in the graph below is not indicative of future stock price performance. The stock performance graph below compares the performance of an investment in our Class A common stock from December 31, 2020 through December 31, 2025, with that of the S&P 500 Index and the S&P Financials Index.
Our revolving credit facility includes, and financing arrangements that we may enter into in the future may include, restrictive covenants that may limit our ability to pay dividends or repurchase our capital stock.
Our revolving credit facility includes, and financing arrangements that we may enter into in the future may include, restrictive covenants that may limit our ability to pay dividends or repurchase our Class A common stock.
As of February 20, 2025, there were 71 holders of record of our Class A common stock. This does not include the number of holders that hold our Class A common stock in “street name” through banks or broker-dealers. Dividend Policy The Company currently plans to regularly pay quarterly dividends.
As of February 19, 2026, there were 59 holders of record of our Class A common stock. This does not include the number of holders that hold our Class A common stock in “street name” through banks or broker-dealers. Dividend Policy The Company currently plans to regularly pay quarterly dividends.
As of December 31, 2024, the Company had $277.7 million remaining under the existing authorization. Under the new 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.
As of December 31, 2025, the Company's remaining repurchase authorization was $82.5 million. Under the 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 performance shown in the graph represents past performance and should not be considered an indication of future performance. 30 Share Repurchases in the Fourth Quarter of 2024 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) October 1 to October 31 69,000 $ 141.04 69,000 $ 317.4 million November 1 to November 30 92,500 156.11 92,500 303.0 million December 1 to December 31 157,500 160.86 157,500 277.7 million Total 319,000 $ 155.19 319,000 $ 277.7 million (a) 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.
The performance shown in the graph represents past performance and should not be considered an indication of future performance. 30 Share Repurchases in the Fourth 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) October 1 to October 31 — $ — — $ 87.2 million November 1 to November 30 25,284 163.27 25,284 83.1 million December 1 to December 31 3,600 164.81 3,600 82.5 million Total 28,884 $ 163.46 28,884 $ 82.5 million (a) 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.
Added
Unregistered Sales/Issuances of Equity Securities and Use of Proceeds In connection with the issuance or transfer of Partnership Units during the fourth quarter of 2025, the Company issued one corresponding share of its Class B common stock, par value $0.01 per share.
Added
The issuance of Class B common stock was not registered under the Securities Act of 1933 because such share was not issued in a transaction involving the offer or sale of securities. ITEM 6. [RESERVED] 31

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe portion of net income attributable to the non-controlling interests is presented separately in the Consolidated Statements of Operations. 34 Consolidated Results of Operations The following table sets forth our consolidated results of operations for the years ended December 31, 2024, 2023 and 2022: Year Ended December 31, 2024 vs. 2023 2023 vs. 2022 2024 2023 2022 $ % $ % (Dollars in Thousands) Revenues Advisory Fees $ 1,314,003 $ 1,026,646 $ 823,496 $ 287,357 28 % $ 203,150 25 % Placement Fees 146,258 102,611 192,890 43,647 43 % (90,279 ) (47 %) Interest Income and Other 32,916 23,925 9,119 8,991 38 % 14,806 162 % Total Revenues 1,493,177 1,153,182 1,025,505 339,995 29 % 127,677 12 % Expenses Compensation and Benefits 1,032,070 805,385 669,141 226,685 28 % 136,244 20 % Occupancy and Related 50,695 40,420 35,253 10,275 25 % 5,167 15 % Travel and Related 37,003 31,190 30,404 5,813 19 % 786 3 % Professional Fees 37,619 36,581 27,200 1,038 3 % 9,381 34 % Communications and Information Services 20,050 17,157 16,897 2,893 17 % 260 2 % Depreciation and Amortization 12,799 14,047 15,475 (1,248 ) (9 %) (1,428 ) (9 %) Other Expenses 32,372 30,793 29,664 1,579 5 % 1,129 4 % Total Expenses 1,222,608 975,573 824,034 247,035 25 % 151,539 18 % Income Before Provision for Taxes 270,569 177,609 201,471 92,960 52 % (23,862 ) (12 %) Provision for Taxes 32,096 31,927 36,699 169 1 % (4,772 ) (13 %) Net Income 238,473 145,682 164,772 92,791 64 % (19,090 ) (12 %) Net Income Attributable to Non-Controlling Interests 104,080 63,883 74,238 40,197 63 % (10,355 ) (14 %) Net Income Attributable to PJT Partners Inc. $ 134,393 $ 81,799 $ 90,534 $ 52,594 64 % $ (8,735 ) (10 %) Revenues The following table provides revenue statistics for the years ended December 31, 2024, 2023 and 2022: Year Ended December 31, 2024 2023 2022 Total Number of Clients 420 381 405 Total Number of Fees of at least $1 Million from Client Transactions 230 198 187 There were no clients representing greater than 10% of revenues for the years ended December 31, 2024, 2023 and 2022.
Biggest changeThe portion of net income attributable to the non-controlling interests is presented separately in the Consolidated Statements of Operations. 34 Consolidated Results of Operations The following table sets forth our consolidated results of operations for the years ended December 31, 2025, 2024 and 2023: Year Ended December 31, 2025 vs. 2024 2024 vs. 2023 2025 2024 2023 $ % $ % (Dollars in Thousands) Revenues Advisory Fees $ 1,500,376 $ 1,314,003 $ 1,026,646 $ 186,373 14 % $ 287,357 28 % Placement Fees 181,561 146,258 102,611 35,303 24 % 43,647 43 % Interest Income and Other 31,734 32,916 23,925 (1,182 ) (4 %) 8,991 38 % Total Revenues 1,713,671 1,493,177 1,153,182 220,494 15 % 339,995 29 % Expenses Compensation and Benefits 1,157,953 1,032,070 805,385 125,883 12 % 226,685 28 % Occupancy and Related 59,705 50,695 40,420 9,010 18 % 10,275 25 % Travel and Related 45,992 37,003 31,190 8,989 24 % 5,813 19 % Professional Fees 36,193 37,619 36,581 (1,426 ) (4 %) 1,038 3 % Communications and Information Services (1) 37,626 33,138 27,756 4,488 14 % 5,382 19 % Depreciation and Amortization 13,343 12,799 14,047 544 4 % (1,248 ) (9 %) Other Expenses (1) 19,940 19,284 20,194 656 3 % (910 ) (5 %) Total Expenses 1,370,752 1,222,608 975,573 148,144 12 % 247,035 25 % Income Before Provision for Taxes 342,919 270,569 177,609 72,350 27 % 92,960 52 % Provision for Taxes 33,181 32,096 31,927 1,085 3 % 169 1 % Net Income 309,738 238,473 145,682 71,265 30 % 92,791 64 % Net Income Attributable to Non-Controlling Interests 129,623 104,080 63,883 25,543 25 % 40,197 63 % Net Income Attributable to PJT Partners Inc. $ 180,115 $ 134,393 $ 81,799 $ 45,722 34 % $ 52,594 64 % (1) Certain balances on the Consolidated Statements of Operations in the prior periods have been reclassified to conform to their current presentation.
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.
A transaction can fail to be completed for many reasons, including global and/or regional economic conditions or failure of parties to agree upon final terms, secure necessary board or shareholder approvals, secure necessary financing or achieve necessary regulatory approvals. In the case of bankruptcy engagements, fees are subject to approval of the court.
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, commitments and strategic investments.
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.
Additionally, we allocate the transaction price to the respective performance obligation(s) by estimating the amount of consideration in which we expect to be entitled to in exchange for transferring the promised services to the customer. For performance obligations that are satisfied over time, determining a measure of progress requires management to make judgments that affect the timing of revenue recognized.
Additionally, we allocate the transaction price to the respective performance obligation(s) by estimating the amount of consideration in which we expect to be entitled to in exchange for transferring the promised services to the customer. 39 For performance obligations that are satisfied over time, determining a measure of progress requires management to make judgments that affect the timing of revenue recognized.
Under the new 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.
Under the 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 expense associated with our restricted and unrestricted cash award and equity plans can also have a significant impact and may vary from year to year. Certain awards are expensed over the requisite service period for partners and employees who are or will become retirement eligible prior to the stated vesting date.
The expense associated with our restricted and unrestricted cash awards and equity plans can also have a significant impact and may vary from year to year. Certain awards are expensed over the requisite service period for partners and employees who are or will become retirement eligible prior to the stated vesting date.
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.
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 32 world. In conjunction with providing restructuring advice, we may also assist with raising various forms of financing, including debt and equity.
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.
Key Financial Measures Revenues Substantially all of our revenues are derived from contracts with clients to provide advisory 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.
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 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.
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.
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, reporting procedures, experience and training requirements for employees and certain other requirements and procedures.
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.
Many jurisdictions have implemented or are in the process of implementing changes contemplated by Pillar Two, and when enacted by the various jurisdictions in which we do business, such changes may increase our taxes in such jurisdictions. Based on the available legislation, we concluded that Pillar Two did not have a material impact on our 2024 consolidated financial statements.
Many jurisdictions have implemented or are in the process of implementing changes contemplated by Pillar Two, and when enacted by the various jurisdictions in which we do business, such changes may increase our taxes in such jurisdictions. Based on the available legislation, we concluded that Pillar Two did not have a material impact on our 2025 consolidated financial statements.
Restricted cash awards are expensed over the vesting period on a straight-line basis. Certain awards are expensed over the expected service period for partners and employees who are or will become retirement eligible prior to the stated vesting date. In certain instances, we may grant equity-based awards containing both a service and a market condition.
Restricted cash awards with a requisite service period are expensed over the vesting period on a straight-line basis. Certain awards are expensed over the expected service period for partners and employees who are or will become retirement eligible prior to the stated vesting date. In certain instances, we may grant equity-based awards containing both a service and a market condition.
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, 32 including private equity, alternative credit/hedge funds, and real estate.
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, real estate and directs.
Class A common stock after considering any contractual arrangements that govern the allocation of income. We have omitted the discussion of the earliest of the three years covered in the 2024 Annual Report on Form 10-K. Such discussion is included in “Part II. Item 7.
Class A common stock after considering any contractual arrangements that govern the allocation of income. We have omitted the discussion of the earliest of the three years covered in the 2025 Annual Report on Form 10-K. Such discussion is included in “Part II. Item 7.
Our company headquarters are located in New York, New York, and we maintain additional offices in the U.S. and throughout the world; • Travel and Related – consisting primarily of costs for our partners and employees to render services where our clients are located; • Professional Fees – consisting primarily of consulting, audit and tax, senior advisors, recruiting, legal and other professional services; • Communications and Information Services – consisting primarily of costs for our technology infrastructure, business applications and cybersecurity related costs; • Depreciation and Amortization – consisting of depreciation and amortization on our furniture, equipment, leasehold improvements and intangible assets; and • Other Expenses – consisting primarily of provision for credit losses, regulatory fees, insurance, fees paid for access to external market data, advertising, charitable contributions, and other general operating expenses.
Our company headquarters are located in New York, New York, and we maintain additional offices in the U.S. and throughout the world; • Travel and Related – consisting primarily of costs for our partners and employees to render services where our clients are located; • Professional Fees – consisting primarily of consulting, audit and tax, compensation related to senior advisors, recruiting, legal and other professional services; • Communications and Information Services – consisting primarily of costs for our technology infrastructure, cybersecurity, business applications, and fees paid for access to external market data; • Depreciation and Amortization – consisting of depreciation and amortization on our furniture, equipment, leasehold improvements, fractional aircraft ownership interest, and intangible assets; and • Other Expenses – consisting primarily of provision for credit losses, regulatory fees, insurance, advertising, charitable contributions, and other general operating expenses.
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. The operating entities have generally been 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.
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. The 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.
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.
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 client engagements and operating lease right-of-use assets.
The amount and timing of the fees paid vary by the type of engagement and are typically based on retainers, completion of a transaction or a capital raise.
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.
A portion of annual compensation may be awarded with equity-based compensation and thus requires 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.
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.
Amounts are payable annually (for periods in which a cash benefit is realized) within nine months of the end of the relevant tax period. The amount of the tax benefit liability was $0.5 million as of December 31, 2024. Further disclosure regarding this liability is provided in Note 14.
Amounts are payable annually (for periods in which a cash benefit is realized) within nine months of the end of the relevant tax period. The amount of the tax benefit liability was $0.3 million as of December 31, 2025. Further disclosure regarding this liability is provided in Note 14.
As of December 31, 2024 and 2023, we had cash, cash equivalents and short-term investments of $546.8 million and $436.9 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.
As of December 31, 2025 and 2024, we had cash, cash equivalents and short-term investments of $585.8 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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2023 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 28, 2024, and is incorporated herein by reference.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2024 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on February 27, 2025, and is incorporated herein by reference.
Further, the Company may also require holders of Partnership Unit 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.
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. The Board retains the sole option to determine whether to settle the exchange in either cash or for shares of PJT Partners Inc.
As of December 31, 2024 and 2023, the allowance for credit losses was $2.5 million and $2.4 million, respectively. Included in Accounts Receivable, Net are long-term receivables of $88.6 million and $84.4 million as of December 31, 2024 and 2023, respectively, related to placement fees that are generally paid in installments over a period of three to four years.
As of December 31, 2025 and 2024, the allowance for credit losses was $1.6 million and $2.5 million, respectively. Included in Accounts Receivable, Net are long-term receivables of $96.1 million and $88.6 million as of December 31, 2025 and 2024, respectively, related to fees that are generally paid in installments over a period of three to four years.
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 and recognize placement and underwriting fees based on the successful completion of the transaction.
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.
Our liquidity is highly dependent upon cash receipts from clients, which are generally dependent upon the successful completion of transactions as well as the timing of receivable collections. As of December 31, 2024 and 2023, total accounts receivable, net of allowance for credit losses, was $320.8 million and $263.5 million, respectively.
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 December 31, 2025 and 2024, total accounts receivable, net of allowance for credit losses, was $404.3 million and $320.8 million, respectively.
This resulted in an effective tax rate of 11.9% and 18.0%, respectively, based on our Income Before Provision for Taxes of $270.6 million and $177.6 million for the years ended December 31, 2024 and 2023, respectively.
This resulted in an effective tax rate of 9.7% and 11.9%, respectively, based on our Income Before Provision for Taxes of $342.9 million and $270.6 million for the years ended December 31, 2025 and 2024, respectively.
Financial Statements and Supplementary Data” of this filing. As of December 31, 2024, we had an amount due of $29.3 million pursuant to the tax receivable agreement, which represents management’s best estimate of the amounts currently expected to be owed under the tax receivable agreement. Actual payments may differ significantly from estimated payments.
Financial Statements and Supplementary Data” of this filing. 38 As of December 31, 2025, we had contractual obligations pursuant to the tax receivable agreement of $30.3 million, which represents management’s best estimate of the amounts currently expected to be owed under the tax receivable agreement. Actual payments may differ significantly from estimated payments.
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 December 31, 2024, we had $277.7 million remaining under our existing authorization.
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 December 31, 2025, our remaining repurchase authorization was $82.5 million.
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.
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.
The increase in Advisory Fees was due to increases in strategic advisory, restructuring and private capital solutions. Placement Fees were $146.3 million for the year ended December 31, 2024, an increase of $43.6 million compared with $102.6 million for the year ended December 31, 2023. The increase in Placement Fees was due to an increase in fund placement revenues.
The increase in Advisory Fees was due to increases in strategic advisory and restructuring revenues. Placement Fees were $181.6 million for the year ended December 31, 2025, an increase of $35.3 million compared with $146.3 million for the year ended December 31, 2024. The increase in Placement Fees was due to increases in fund placement and corporate placement revenues.
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.
Fees for closed-end fund arrangements are generally long-term receivables, 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.
Fund placement activity remained challenged in 2024 given the global macroeconomic environment and 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.
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.
There are several factors influencing global M&A activity in the intermediate term, including monetary policy, greater economic and geopolitical uncertainty and global growth. Worldwide M&A announced volumes in 2024 were up 10% compared with 2023 1 . How these macroeconomic factors will impact the strength of strategic activity in the intermediate term is still uncertain.
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.
In connection with these matters, we have incurred and may continue to incur legal expenses, which are expensed as incurred. 38 Contractual Obligations We have entered into operating leases, primarily with respect to office space in our various locations. Further disclosure regarding our leases is provided in Note 12. “Leases” in the “Notes to Consolidated Financial Statements” in “—Item 8.
Contractual Obligations We have entered into operating leases, primarily with respect to office space in our various locations. Further disclosure regarding our leases is provided in Note 12. “Leases” in the “Notes to Consolidated Financial Statements” in “—Item 8.
Expenses Expenses were $1,222.6 million for the year ended December 31, 2024, an increase of $247.0 million compared with $975.6 million for the year ended December 31, 2023.
Expenses Expenses were $1,370.8 million for the year ended December 31, 2025, an increase of $148.1 million compared with $1,222.6 million for the year ended December 31, 2024.
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.
For funds with multiple closings, the constraint on variable consideration is lifted upon each closing. For open-end fund structures, associated 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.
Total Revenues were $1,493.2 million for the year ended December 31, 2024, compared with $1,153.2 million for the year ended December 31, 2023, a 29% increase. Advisory Fees were $1,314.0 million for the year ended December 31, 2024, an increase of $287.4 million compared with $1,026.6 million for the year ended December 31, 2023.
Total Revenues were $1,713.7 million for the year ended December 31, 2025, compared with $1,493.2 million for the year ended December 31, 2024, a 15% increase. Advisory Fees were $1,500.4 million for the year ended December 31, 2025, an increase of $186.4 million compared with $1,314.0 million for the year ended December 31, 2024.
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. 37 Exchange Agreement Subject to the terms and conditions of the exchange agreement, as amended, between us and certain of the holders 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.
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 37 exchange all or part of their Partnership Units.
We manage compensation to estimates of competitive levels based on market conditions and performance. Our level of compensation reflects our objective to maintain competitive compensation levels to retain key personnel and it reflects the impact of newly-hired senior professionals, including related grants of equity awards that are generally valued at their grant date fair value.
We manage compensation to estimates of competitive levels based on market conditions and performance. Our compensation expense reflects our objective to attract and 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.
We believe the following comprise the most significant estimates and judgments used in the preparation of our consolidated financial statements and could potentially produce materially different results if we were to change underlying assumptions, estimates and/or judgments. 39 Revenue from Contracts with Customers At contract inception, we assess the services promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a service (or a bundle of services) that is distinct.
Revenue from Contracts with Customers At contract inception, we assess the services promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a service (or a bundle of services) that is distinct.
The increase in Compensation and Benefits was driven by higher revenues compared with the prior year period, partially offset by a lower accrual rate.
The increase in expenses was principally attributable to increases in Compensation and Benefits, Occupancy and Related, Travel and Related, and Communications and Information Services expenses of $125.9 million, $9.0 million, $9.0 million, and $4.5 million, respectively. The increase in Compensation and Benefits was driven by higher revenues compared with the prior year, partially offset by a lower accrual rate.
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.
Interest on long-term receivables is earned from the time revenue is recognized and is included in Accounts Receivable, Net in the 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.
As of December 31, 2023, the Company was in compliance with the debt covenants under then-existing Renewal and Modification Agreement and the Amended and Restated Loan Agreement with First Republic Bank (now part of JPMorgan Chase). We evaluate our cash needs on a regular basis.
As of December 31, 2025 and 2024, there were no borrowings outstanding under the Credit Agreement and the Company was in compliance with the debt covenants under the Credit Agreement. 36 We evaluate our cash needs on a regular basis.
Communications and Information Services increased principally due to investments in technology infrastructure. Provision for Taxes The Company’s Provision for Taxes for the year ended December 31, 2024, was $32.1 million compared with $31.9 million for the year ended December 31, 2023.
Provision for Taxes The Company’s Provision for Taxes for the year ended December 31, 2025, was $33.2 million compared with $32.1 million for the year ended December 31, 2024.
As it relates to private capital solutions, investors' need for liquidity continues to be a driver for increased market volumes, and, absent any unexpected macroeconomic headwinds, these favorable conditions should persist. 1 Source: LSEG Global Mergers & Acquisitions Review for Full Year of 2024 as of December 31, 2024.
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 the market to remain favorable in the intermediate term. 1 Source: LSEG Global Mergers & Acquisitions Review for Full Year of 2025 as of December 31, 2025.
The Credit Agreement provides for a revolving credit facility with aggregate principal amount of up to $100 million and replaced the Company's Renewal and Modification Agreement and Amended and Restated Loan Agreement with First Republic Bank (now part of JPMorgan Chase) in its entirety. Further information regarding the Credit Agreement can be found in Note 14.
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 14. “Commitments and Contingencies—Commitments, Line of Credit” in the “Notes to Consolidated Financial Statements” in “—Item 8. Financial Statements and Supplementary Data” of this filing.
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; and the amount of expense reimbursement invoiced to clients related to out-of-pocket expenses.
Also, included in revenues is (i) interest that is typically earned on Cash and Cash Equivalents, investments in Treasury securities and outstanding long-term receivables, (ii) foreign exchange gains and losses, (iii) gains and losses arising from fair value adjustments of certain assets and liabilities, (iv) sublease income, and (v) the amount of expense reimbursement invoiced to clients.
Interest Income and Other revenues were $32.9 million, an increase from $23.9 million in the prior year, principally due to higher interest income as a result of higher average cash, cash equivalents and short-term investments balances.
Interest Income and Other revenues were $31.7 million, a decrease from $32.9 million in the prior year, principally due to lower interest income as a result of lower interest 35 rates, partially offset by more favorable foreign currency rates and an increase in the fair market value of certain equity securities received as part of transaction compensation.
A number of factors continue to drive activity, as corporates and sponsors confront elevated interest rates, challenged business models, technological disruption, and changing consumer preferences. Activity throughout 2024 was dispersed across companies, creditors and financial sponsors as well as a broad cross section of industries and geographies, demonstrating a continued multi-year cycle of elevated activity, particularly in liability management.
A number of factors are driving elevated levels of distress with corporates, financial sponsors and creditors grappling with challenged business models and macroeconomic uncertainties. 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.
Removed
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 strong throughout 2024 due to continued elevated levels of liability management and more traditional balance sheet restructurings.
Added
In 2025, worldwide M&A announced volumes increased 49% compared with 2024, however, the number of transactions declined to a five-year low 1 . As we look ahead, the broader capital markets and M&A environment continues to be favorable for deal making.
Removed
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 Consolidated Statements of Financial Condition.
Added
The momentum in global M&A observed in the second half of 2025 is likely to carry over through 2026, however, market sentiment can change quickly. Global restructuring and special situations activity remained elevated during 2025 due to liability management, balance sheet restructuring and increasing bankruptcy activity.
Removed
The OECD continues to release additional guidance, including administrative guidance on interpretation and application of Pillar Two. We will continue to assess the potential future impacts of Pillar Two and will continue to review and monitor the issuance of additional guidance by both the OECD and various foreign jurisdictions.
Added
Given the complex nature of our engagements, our senior professionals bring diversified expertise and deep relationships to each client situation, working across product lines to ensure clients receive the full breadth of the firm's capabilities.
Removed
The increase in expenses was principally attributable to increases in Compensation and Benefits, Occupancy and Related, Travel and Related, and 35 Communications and Information Services expenses of $226.7 million, $10.3 million, $5.8 million, and $2.9 million, respectively.
Added
For these arrangements, revenue is recognized over time as it becomes reasonably certain that the amounts earned will not be reversed. Fees earned for public and private placement fundraising services are recognized based on successful completion of the transaction.
Removed
Occupancy and Related increased principally due to the expansion of, and lease term extension for, our New York headquarters in the fourth quarter of 2023 and further expansion of our London office in the third quarter of 2024. Travel and Related increased due to increased levels of business travel.
Added
On January 5, 2026, the OECD issued administrative guidance outlining a framework under which U.S.-parented groups would be fully exempt from the application of certain aspects of OECD's global minimum tax rules. Each member jurisdiction will need to adopt this guidance into local law, and the timing and manner of adoption may vary.
Removed
“Commitments and Contingencies—Commitments, Line of Credit” in the “Notes to Consolidated Financial Statements” in “—Item 8. Financial Statements and Supplementary Data” of this filing. As of December 31, 2024, there were no borrowings outstanding under the Credit Agreement.
Added
We are continuing to monitor developments related to this guidance and will evaluate the impact on our consolidated financial statements as additional information becomes available.
Removed
As of December 31, 2023, there were no borrowings outstanding under then-existing Renewal and Modification Agreement and the Amended and Restated Loan Agreement with First Republic Bank (now part of JPMorgan Chase). 36 As of December 31, 2024, the Company was in compliance with the debt covenants under the Credit Agreement.
Added
For the years ended December 31, 2024 and 2023, this resulted in a reclassification of $13.1 million and $10.6 million, respectively, from Other Expenses to Communications and Information Services. This reclassification had no impact on net income or Consolidated Statements of Financial Condition.
Removed
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. The amount guaranteed was $2.0 million and $2.3 million as of December 31, 2024 and 2023, respectively.
Added
Revenues The following table provides revenue statistics for the years ended December 31, 2025, 2024 and 2023: Year Ended December 31, 2025 2024 2023 Total Number of Clients 436 420 381 Total Number of Fees of at least $1 Million from Client Transactions 255 230 198 There were no clients representing greater than 10% of revenues for the years ended December 31, 2025, 2024 and 2023.
Added
Occupancy and Related increased due to the expansion of our global office footprint. Travel and Related increased principally due to increased business related activity. Communications and Information Services increased principally due to continued investments in technology infrastructure, business applications, and higher market data expense.
Added
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.
Added
We believe the following comprise the most significant estimates and judgments used in the preparation of our consolidated financial statements and could potentially produce materially different results if we were to change underlying assumptions, estimates and/or judgments.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+2 added−1 removed3 unchanged
Biggest changeWe believe our cash, cash equivalents and short-term investments are not subject to any material interest rate risk, equity price risk, credit risk or other market risk based on our diversified use of global and regional financial institutions and the short-term nature of the securities.
Biggest changeWe believe our cash, cash equivalents and short-term investments are not subject to any material interest rate risk, equity price risk, credit risk or other market risk based on our diversified use of global and regional financial institutions and the short-term nature of the securities. 40 Credit Risk We estimate our allowance for credit losses using relevant available information from internal and external sources relating to past events, current conditions and reasonable and supportable forecasts, as applicable.
Cash and cash equivalents are maintained in U.S. and non-U.S. bank accounts and are held at ten financial institutions. In addition to cash and cash equivalents, we hold investments in Treasury securities, certain of which are classified as Investments in our Consolidated Statements of Financial Condition.
Cash and cash equivalents are maintained in U.S. and non-U.S. bank accounts and are held at nine financial institutions. In addition to cash and cash equivalents, we hold investments in Treasury securities, certain of which are classified as Investments in our Consolidated Statements of Financial Condition.
The principal non-U.S. dollar currencies include the pound sterling, the euro, the Hong Kong dollar, the Japanese yen, the United Arab Emirates dirham, and the Saudi riyal.
The principal non-U.S. dollar currencies include the pound sterling, the euro, the Hong Kong dollar, the Japanese yen, the United Arab Emirates dirham, the Saudi riyal, and the Swedish krona.
For the years ended December 31, 2024, 2023 and 2022, the impact of the fluctuation of foreign currencies in Other Comprehensive Income (Loss), Net of Tax – Currency Translation Adjustment in the Consolidated Statements of Comprehensive Income were a loss of $2.2 million, a gain of $3.2 million and a loss of $5.3 million, respectively, and in Interest Income and Other in the Consolidated Statements of Operations, losses of $2.0 million, $3.5 million and a gain of $0.9 million, respectively.
For the years ended December 31, 2025, 2024 and 2023, the impact of the fluctuation of foreign currencies in Other Comprehensive Income (Loss), Net of Tax – Currency Translation Adjustment in the Consolidated Statements of Comprehensive Income were a gain of $8.3 million, a loss of $2.2 million and a gain of $3.2 million, respectively, and in Interest Income and Other in the Consolidated Statements of Operations, a gain of $0.2 million and losses of $2.0 million and $3.5 million, respectively.
As of December 31, 2024 and 2023, the allowance for credit losses was $2.5 million and $2.4 million, respectively. Exchange Rate Risk We are exposed to the risk that the exchange rate of the U.S. dollar relative to other currencies may have an adverse effect on the reported value of our non-U.S. dollar denominated or based assets and liabilities.
Exchange Rate Risk We are exposed to the risk that the exchange rate of the U.S. dollar relative to other currencies may have an adverse effect on the reported value of our non-U.S. dollar denominated or based assets and liabilities.
Notwithstanding the foregoing, current economic and geopolitical uncertainty and slowing global growth could have a material adverse effect on the Company’s consolidated financial statements. 40 Risks Related to Cash, Cash Equivalents and Investments Our cash and cash equivalents include short-term highly liquid investments and money market funds that are readily convertible to known amounts of cash and have original maturities of three months or less from the date of purchase.
Risks Related to Cash, Cash Equivalents and Investments Our cash and cash equivalents include short-term highly liquid investments and money market funds that are readily convertible to known amounts of cash and have original maturities of three months or less from the date of purchase.
Removed
Credit Risk We estimate our allowance for credit losses using relevant available information from internal and external sources relating to past events, current conditions and reasonable and supportable forecasts. We maintain an allowance for credit losses that, in our opinion, reflects current expected credit losses.
Added
Notwithstanding the foregoing, current economic and geopolitical uncertainty and slowing global growth could have a material adverse effect on the Company’s consolidated financial statements.
Added
We maintain an allowance for credit losses that, in our opinion, reflects current expected credit losses. As of December 31, 2025 and 2024, the allowance for credit losses was $1.6 million and $2.5 million, respectively.

Other PJT 10-K year-over-year comparisons