pwp-20260410

767 FIFTH AVENUE

NEW YORK, NEW YORK 10153

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Meeting Date:Wednesday, May 27, 2026

Time:10:00 a.m. (Eastern Time)

Place:http://www.virtualshareholdermeeting.com/PWP2026

We are holding our 2026 annual meeting of stockholders for the following purposes, which are described in more detail in

the proxy statement:

1.to elect three directors to our board of directors;

2.to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal

year ending December 31, 2026; and

3.to transact any other business as may properly come before the meeting or any adjournment or postponement

thereof.

Only stockholders of record as of the close of business on March 30, 2026, will be entitled to attend and vote at the annual

meeting.

We will furnish our proxy materials over the Internet as permitted by the rules of the U.S. Securities and Exchange

Commission. As a result, we are sending to certain of our stockholders a Notice of Internet Availability of Proxy Materials

rather than a full paper set of the proxy materials. Such notice contains instructions on how to access our proxy materials

on the Internet, as well as instructions on how stockholders may obtain a paper copy of the proxy materials. This process

will reduce the costs associated with printing and distributing our proxy materials. We expect to mail this notice and our

proxy materials on or about April 10, 2026.

Your vote is important. We encourage you to vote by proxy in advance of the meeting, whether or not you plan to attend

the meeting. The Notice of Internet Availability of Proxy Materials includes instructions on how to vote, including by

Internet and telephone. If you hold your shares through a brokerage firm, bank, broker-dealer or other similar organization,

please follow their instructions.

By Order of the Board of Directors,

/s/ Justin Kamen

Justin Kamen

Corporate Secretary

April 10, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO

BE HELD ON MAY 27, 2026.

The Company’s Proxy Statement and 2025 Annual Report on Form 10-K

are also available at www.proxyvote.com.

TABLE OF CONTENTS


GENERAL INFORMATION ....................................................................................................................	1
PROPOSAL 1: ELECTION OF DIRECTORS .....................................................................................	5
CORPORATE GOVERNANCE .............................................................................................................	6
DIRECTOR COMPENSATION ..............................................................................................................	14
COMPENSATION DISCUSSION & ANALYSIS ..................................................................................	15
COMPENSATION COMMITTEE REPORT .........................................................................................	23
COMPENSATION TABLES ....................................................................................................................	24
EQUITY COMPENSATION PLAN INFORMATION ............................................................................	32
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .................	33
DELINQUENT SECTION 16(A) REPORTS ........................................................................................	35
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS ...................................	36
PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITOR APPOINTMENT .........................	41
AUDIT COMMITTEE REPORT .............................................................................................................	42
ADDITIONAL INFORMATION ...............................................................................................................	43
APPENDIX A: NON-GAAP FINANCIAL MEASURES .......................................................................	44

Although we refer to our website in this proxy statement, the contents of our website are not included or

incorporated by reference into this proxy statement. All references to our website in this proxy statement are

intended to be inactive textual references only.

PROXY STATEMENT

2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 27, 2026

GENERAL INFORMATION

Perella Weinberg Partners is providing this proxy statement to you in connection with the solicitation of proxies by the

board of directors for our 2026 Annual Meeting of Stockholders to be held on Wednesday, May 27, 2026, at 10:00 a.m.

(Eastern Time) at http://www.virtualshareholdermeeting.com/PWP2026, and any adjournment or postponement of that

meeting (the “Annual Meeting”). As a stockholder, you are invited to attend the Annual Meeting and are entitled and

encouraged to vote on the proposals described in this proxy statement. On or about April 10, 2026, we mailed our

stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy

statement and our 2025 Annual Report on Form 10-K.

We are a leading global independent advisory firm that provides strategic and financial advice to clients across a

range of the most active industry sectors and international markets.

Perella Weinberg Partners is a holding company and our only material assets are our partnership interests in PWP

Holdings LP (“PWP OpCo”) and our equity interest in the general partner of PWP OpCo, PWP GP LLC (“PWP GP”). We

operate and control all of the business and affairs of our advisory business, as run by PWP OpCo and its operating entity

subsidiaries, indirectly through our equity interest in PWP GP.

In this proxy statement, unless the context requires otherwise, any of the “Company,” “Perella Weinberg,” “we,” “us”

and “our” refers to Perella Weinberg Partners and its subsidiaries.

Perella Weinberg was formed in June 2006 and became a publicly-traded company in June 2021. Our Class A

common stock trades on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “PWP.”

Below are answers to common questions stockholders may have about the Annual Meeting.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

Under rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to

our stockholders online at www.proxyvote.com, rather than mailing printed copies of our proxy materials. We believe that

this process expedites stockholders’ receipt of these materials, lowers the costs of our Annual Meeting and helps to

conserve natural resources. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive

printed copies of the proxy materials unless you request them. Instead, the notice will contain instructions on how to

access and review the proxy materials online, including this proxy statement and our annual report on Form 10-K for the

fiscal year ended December 31, 2025, as well as the proxy card to vote online. If you would like printed copies of the

proxy materials, please follow the instructions on the notice.

Who is entitled to vote at the Annual Meeting?

Only stockholders of record of PWP Class A common stock and Class B common stock as of the close of business on

March 30, 2026 (the “Record Date”) are entitled to receive notice and to vote their shares at the Annual Meeting. As of the

close of business on the Record Date, there were 70,556,186 shares of Class A common stock and 21,924,506 shares of

Class B-1 common stock outstanding. Holders of our Class A common stock are entitled to one vote for each share, and

holders of our Class B common stock are entitled to ten votes for each share. Holders of our Class A common stock and

Class B common stock will vote as a single class on all matters at the Annual Meeting.

You may vote all of the shares owned by you as of the close of business on the Record Date. These shares include

shares that are (i) held of record directly in your name (in which case, you are a “record holder” with respect to such

shares) and (ii) held for you as the beneficial owner through a broker, bank or other nominee. There are some distinctions

between being a record holder and a beneficial owner, as described below.

What is the difference between a stockholder of record and a beneficial owner?

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Equiniti Trust

Company, LLC, you are a stockholder of record.

Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are a

beneficial owner of shares held in “street name,” and the proxy materials were forwarded to you by your broker or other

nominee who is considered, with respect to those shares, the stockholder of record. As a beneficial owner, you have the

right to direct your broker or other nominee on how to vote the shares you hold in your account.

What items will be voted on at the Annual Meeting?

There are two proposals to be voted on at the Annual Meeting:

1.the election of three directors to our board of directors; and

2.the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for

the fiscal year ending December 31, 2026.

Our amended and restated bylaws (the “bylaws”) require that we receive advance notice of any proposals to be

brought before the Annual Meeting by our stockholders. We have not received any such proposals. We do not anticipate

any other matters will come before the Annual Meeting. If any other matter properly comes before the Annual Meeting, the

proxy holders appointed by our board of directors will have discretion to vote on those matters.

The board of directors recommends:

1.that you vote “FOR” each of the nominees in Proposal 1; and

2.that you vote “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public

accounting firm for 2026 in Proposal 2.

What do I need to do if I want to attend the meeting?

You may attend the Annual Meeting, as well as vote during the Annual Meeting, by visiting http://

www.virtualshareholdermeeting.com/PWP2026. You will need your 16-digit control number, which appears in the notice,

the proxy card or the voting instructions that accompanied the proxy materials. In the event you do not have a control

number, please contact your broker, bank or other nominee as soon as possible so that you can be provided with a control

number and gain access to the meeting.

What constitutes a quorum at the Annual Meeting?

The presence, in person or represented by proxy, of holders of a majority in voting power of the Company’s capital

stock entitled to vote constitutes a quorum. A quorum is required in order to hold and conduct business at the Annual

Meeting.

If you submit your proxy, regardless of whether you abstain from voting on one or more matters, your shares will be

counted as present at the Annual Meeting for the purpose of determining a quorum. If your shares are held in “street

name,” your shares are counted as present for purposes of determining a quorum if your broker, bank, trust or other

nominee submits a proxy covering your shares. Your broker, bank, trust or other nominee is entitled to submit a proxy

covering your shares as to certain “routine” matters, even if you have not instructed your broker, bank, trust or other

nominee on how to vote on those matters.

How do I vote?

If you hold your shares through a brokerage firm, bank, broker-dealer or other similar organization, please follow their

instructions. If you are a stockholder of record, you can vote through the following methods:

•Via the Internet. You may vote via the Internet by visiting http://www.proxyvote.com and entering the 16-digit

control number for your shares located on the Notice of Internet Availability of Proxy Materials or proxy card.

•By telephone. You may vote by telephone by calling the telephone number and following the instructions provided

on your proxy card.

•By mail. If you requested that proxy materials be mailed to you, you will receive a proxy card with your proxy

materials. You may vote by filling out and signing the proxy card and returning it in the envelope provided. The

proxy card must be received by the close of business on the day before the Annual Meeting.

•During the meeting. You can vote at the Annual Meeting online at http://www.virtualshareholdermeeting.com/

PWP2026 by using the 16-digit control number included on your notice, on your proxy card, or in the voting

instructions that accompanied your proxy materials.

What vote is required for each proposal?

For the election of directors, each director must be elected by a plurality of the votes cast. This means that the three

nominees receiving the largest number of “for” votes will be elected as directors. We do not have cumulative voting.

The ratification of the Company’s independent registered public accounting firm and any other proposal that may

come before the Annual Meeting will be determined by the vote of the holders of a majority of the voting power of the

shares represented at the Annual Meeting and entitled to vote on such question, voting as a single class.

As of the Record Date, PWP VoteCo Professionals LP ("VoteCo Professionals") owned all of our outstanding Class

B-1 common stock. VoteCo Professionals is controlled by Perella Weinberg Partners LLC ("Professionals GP"). As the

result of our stockholders agreement (the “Stockholders Agreement”) with VoteCo Professionals, for so long as VoteCo

Professionals or its limited partners maintain, directly or indirectly, ownership of PWP OpCo Class A partnership units that

represent at least 10% of our issued and outstanding Class A common stock (calculated, without duplication, on the basis

that all issued and outstanding PWP OpCo Class A partnership units not held by us or our subsidiaries had been

exchanged for our Class A common stock) (the “Class B Condition”), VoteCo Professionals has approval rights over

significant corporate actions by us. Our board of directors will nominate individuals designated by VoteCo Professionals

equal to a majority of the board of directors, for so long as the Class B Condition is satisfied.

After the Class B Condition ceases to be satisfied, for so long as VoteCo Professionals or its limited partners maintain,

directly or indirectly, ownership of PWP OpCo Class A partnership units that represent at least 5% of our issued and

outstanding Class A common stock (calculated, without duplication, on the basis that all issued and outstanding PWP

OpCo Class A partnership units not held by us or our subsidiaries had been exchanged for our Class A common stock)

(the “Secondary Class B Condition”), VoteCo Professionals will have certain approval rights (including, among others,

certain amendments to our Certificate of Incorporation and the Third Amended and Restated Agreement of Limited

Partnership of PWP OpCo, as amended, restated, modified or supplemented from time to time (the “LP Agreement”)). Our

board of directors will nominate individuals designated by VoteCo Professionals equal to one third of the board of directors

for so long as the Secondary Class B Condition is satisfied. Please refer to the section entitled “Certain Relationships and

Related Person Transactions—Perella Weinberg Related Party Transactions—Right of VoteCo Professionals and

Stockholders Agreement” for more details about rights held by VoteCo Professionals pursuant to our Stockholders

Agreement.

How are abstentions and broker non-votes counted?

Abstentions and broker non-votes are counted for the purpose of establishing the presence of a quorum. If you hold

your shares in street name and you do not vote, the broker or other organization holding your shares can vote on certain

“routine” proposals but cannot vote on other proposals. Proposal 1 is not considered a “routine” proposal. If you hold

shares in street name and do not vote on Proposal 1, your uninstructed shares will be counted as “broker non-votes.”

Withheld votes and broker non-votes will have no effect on the outcome of Proposal 1. Proposal 2 is a “routine” proposal,

and therefore brokers have discretion to vote uninstructed shares on Proposal 2. For Proposal 2, if you elect to abstain,

the abstention will have the same effect as an "against" vote.

What if I do not specify how I want my shares voted?

If you are the record holder of your shares and submit your proxy without specifying how your shares are to be voted,

your shares will be voted as follows:

•FOR the election of each of the three nominees for directors; and

•FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting

firm for the fiscal year ending December 31, 2026.

In addition, the proxy holders named in the proxy are authorized to vote in their discretion on any other matters that

may properly come before the Annual Meeting and at any postponement or adjournment thereof. The board of directors is

not aware of any other items of business that will be presented for consideration at the Annual Meeting other than those

described in this proxy statement.

Can I change my vote after submitting a proxy?

Stockholders of record may revoke their proxy before the Annual Meeting by (i) delivering to the Company’s Corporate

Secretary a written notice stating that a proxy is revoked, (ii) signing and delivering a proxy bearing a later date, (iii) voting

again via the Internet or by telephone or (iv) attending and voting in person at the virtual Annual Meeting.

Street name stockholders who wish to change their votes should contact the organization that holds their shares.

Who is paying for this proxy solicitation?

The Company is paying the costs of the solicitation of proxies. Members of our board of directors and officers and

employees may solicit proxies by mail, telephone, fax, email or in person. We will not pay directors, officers or employees

any extra amounts for soliciting proxies. We may, upon request, reimburse brokerage firms, banks or similar entities

representing street name holders for their expenses in forwarding proxy materials to their customers who are street name

holders and obtaining their voting instructions.

Where can I find voting results?

We will file a Current Report on Form 8-K with the SEC announcing the final voting results from the Annual Meeting

within four business days of the Annual Meeting.

I share an address with another stockholder. Why did we receive only one set of proxy materials?

Some banks, brokers and nominees may be participating in the practice of “householding” proxy materials. This

means that only one copy of our proxy materials may be sent to multiple stockholders in your household. If you hold your

shares in street name and want to receive separate copies of the proxy materials in the future, or if you are receiving

multiple copies and would like to receive only one copy for your household, you should contact the bank, broker, or other

nominee who holds your shares.

If you are the stockholder of record and you would like to receive separate copies of our proxy materials in the future,

or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your

bank, broker or other holder of record, or you may contact Investor Relations at [email protected] or 767 Fifth

Avenue, New York, NY 10153.

Is a list of stockholders available?

The names of stockholders of record entitled to vote at the Annual Meeting will be available to stockholders at least 10

days prior to our Annual Meeting at our principal executive offices located at 767 Fifth Avenue, New York, NY 10153

during normal business hours, and at the Annual Meeting. The list will also be available to stockholders at http://

www.virtualshareholdermeeting.com/PWP2026 during the Annual Meeting.

Who should I contact if I have additional questions?

You can contact our Investor Relations department at [email protected] or at our principal executive offices

at 767 Fifth Avenue, New York, NY 10153. Stockholders who hold their shares in street name should contact the

organization that holds their shares for additional information on how to vote.

PROPOSAL 1: ELECTION OF DIRECTORS

Our board of directors is currently composed of eleven directors, divided into three classes: Class I, Class II and Class

III. At the Annual Meeting, stockholders will vote to elect as directors of the Company three of the five Class II directors.

The remaining two Class II directors, Jorma Ollila and Jane Sherburne, are not standing for re-election at the Annual

Meeting. Each of the three Class II directors elected at the Annual Meeting will hold office until the 2029 Annual Meeting of

Stockholders, and until his or her respective successor has been duly elected and qualified.

The board of directors has nominated Edwin Bennett, Houda Dabboussi and Robert K. Steel for election or re-

election, as applicable, as Class II directors at the Annual Meeting. The persons named as proxy holders will vote to elect

each of these nominees unless a stockholder indicates that his or her shares should be withheld with respect to one or

more of such nominees.

Pursuant to our Stockholders Agreement with VoteCo Professionals, for so long as the Class B Condition is satisfied,

VoteCo Professionals has approval rights over significant corporate actions by us. Our board of directors will nominate

individuals designated by VoteCo Professionals equal to a majority of the board of directors, for so long as the Class B

Condition is satisfied. After the Class B Condition ceases to be satisfied, for so long as the Secondary Class B Condition

is satisfied, VoteCo Professionals will have certain approval rights (including, among others, certain amendments to our

Certificate of Incorporation and the LP Agreement) and our board of directors will nominate individuals designated by

VoteCo Professionals equal to one third of the board of directors.

Should any of the nominees become unable to serve for any reason prior to the Annual Meeting, subject to the terms

of the Stockholders Agreement, the board of directors may designate a substitute nominee, in which event the proxy

holders will vote for the election of such substitute nominee, or may reduce the number of directors on the board of

directors. Please refer to the section entitled “Certain Relationships and Related Person Transactions—Perella Weinberg

Related Party Transactions—Right of VoteCo Professionals and Stockholders Agreement” for additional information

regarding the Stockholders Agreement.

In determining that each director should be nominated for re-election, our board considered his or her service,

business experience, prior directorships, qualifications, attributes and skills described in the biography set forth below

under “Corporate Governance—Directors and Director Nominees.”

The board of directors recommends that you vote “FOR” each of the director nominees in this Proposal 1.

CORPORATE GOVERNANCE

Directors and Director Nominees

Below is a list of our directors and their respective ages and a brief account of the business experience of each of

them.


Name	Age	Class
Peter A. Weinberg, Chairman	68	Class III
Joseph R. Perella, Chairman Emeritus	84	Class I
Robert K. Steel, Vice Chairman	74	Class II
Dietrich Becker	63	Class III
Andrew Bednar	58	Class I
R. Edwin Bennett	64	Class II
Houda Dabboussi	44	Class II
Elizabeth (Beth) Cogan Fascitelli	67	Class III
Kristin W. Mugford	57	Class I
Jorma Ollila	75	Class II
Jane C. Sherburne	75	Class II

Class II Director Nominees for Election – Term Expiring 2029

The current term of the Class II directors will expire at the Annual Meeting. Our board of directors nominated each of

Robert K. Steel, Edwin Bennett and Houda Dabboussi for election or re-election, as applicable, at the Annual Meeting as a

Class II director to hold office until the annual meeting of stockholders to be held in 2029 and until his or her successor is

duly elected and qualified, or his or her earlier death, resignation, or removal. The remaining Class II directors, Jane C.

Sherburne and Jorma Ollila are not standing for re-election at the Annual Meeting. Their terms will expire at the Annual

Meeting.

Below is a biography of each of the Class II directors standing for election or re-election, as applicable, at the Annual

Meeting:

Robert K. Steel has served as our Vice Chairman since June 2021. Mr. Steel is a Partner of Perella Weinberg and

served as our Chief Executive Officer from 2014 until February 2019. Mr. Steel has more than 50 years of experience.

Prior to joining Perella Weinberg, he was New York City’s Deputy Mayor for Economic Development from 2010 to 2013. In

2008, he was named president and Chief Executive Officer of Wachovia Corporation, where he oversaw the sale of the

bank to Wells Fargo & Co. and served on the Wells Fargo board of directors until 2010. Prior to that, Mr. Steel was Under

Secretary for Domestic Finance of the United States Treasury from 2006 to 2008. From 1976 to 2004, he worked at

Goldman Sachs, rising to the Head of the Global Equities Division, Vice Chairman of the firm and a member of its

Management Committee. He earned a Bachelor of Arts from Duke University and a Master’s in Business Administration

from the University of Chicago’s Booth School of Business. Mr. Steel also serves on the board of directors for General

Dynamics (NYSE:GD). We believe that Mr. Steel is qualified to serve on our board of directors due to his extensive

finance industry and financial regulatory experience.

R. Edwin Bennett has served as a member of our board of directors since July 2025. Mr. Bennett was a partner and

senior business leader at Ernst & Young, serving most recently as Chief Operating Officer of the firm from 2015 to 2021.

Mr. Bennett currently serves on the board of directors for Atmus Filtration Technologies, Inc. (NYSE: ATMU) and as a

strategic advisor and advisory board member of Arkestro, Inc. Mr. Bennett earned a Bachelor of Science from the

University of Georgia and is a graduate of the executive leadership program of the Kellogg School of Management and of

the global executive leadership program from Harvard Business School. Mr. Bennett is a certified public accountant. We

believe that Mr. Bennett is qualified to serve on our board of directors due to his extensive experience in public

accounting, business operations and executive leadership.

Houda Dabboussi has served as a member of our board of directors since July 2025. Ms. Dabboussi is President of

Shell Marine, a subsidiary of Shell Plc. specializing in marine fuels and lubricants. Ms. Dabboussi has served in numerous

positions at Shell Plc., including as Global Head of Acquisitions, Divestments & NBD, Renewables & Energy Solutions.

Prior to joining Shell Plc. in 2014, Ms. Dabboussi served in investment advisory and other financial sector roles in Dubai.

Ms. Dabboussi earned a Bachelor of Business Administration from American University of Beirut and a Master of Arts in

Business Management from the Kingston Business School in London. We believe that Ms. Dabboussi is qualified to serve

on our board of directors due to her extensive experience in the energy sector and in finance.

Class I and Class III Directors Continuing in Office

Peter A. Weinberg is a Founding Partner of Perella Weinberg, has served as our Chairman since June 2021, and

served as our Chief Executive Officer from February 2019 to January 2023. Mr. Weinberg also serves as a Senior

Lecturer of Finance at the MIT Sloan School of Management. Mr. Weinberg has nearly 40 years of investment banking

experience. Prior to co-founding Perella Weinberg in 2006, Mr. Weinberg was the Chief Executive Officer of Goldman

Sachs International in London from 1999 to 2005 and served on the firm’s Management Committee and led the European

Management Committee. At Goldman Sachs, where he began his career in 1988, Mr. Weinberg served as co-head of the

Global Investment Banking Division, co-head of the Partnership Committee and he founded the Financial Sponsors

Group. Mr. Weinberg earned a Bachelor of Arts from Claremont McKenna College and a Master’s in Business

Administration from Harvard Business School. We believe that Mr. Weinberg is qualified to serve on our board of directors

due to his extensive finance industry, investment banking and executive leadership experience.

Joseph R. Perella has served as our Chairman Emeritus since June 2021. Mr. Perella is a Founding Partner of

Perella Weinberg and served as our Chief Executive Officer from 2006 until 2014. Mr. Perella has over 50 years of

investment banking experience. Prior to co-founding Perella Weinberg in 2006, Mr. Perella was a member of Morgan

Stanley’s Management Committee (from 1993 until 2005) and held several senior positions at the firm, including Vice

Chairman, Chairman of Institutional Securities and Investment Banking, and Worldwide Head of the Investment Banking

Division. In 1988, Mr. Perella co-founded Wasserstein Perella & Co., Inc. and was Chairman of the Board until

September 1993. From 1972 to 1988, Mr. Perella held senior positions at First Boston and was the founder of its Mergers

& Acquisitions Group. Mr. Perella received a Bachelor of Science in Business Administration from Lehigh University and a

Master’s in Business Administration from Harvard Business School. We believe that Mr. Perella is qualified to serve on our

board of directors due to his extensive finance industry and business leadership experience, as well as his deep

understanding of the Company's business.

Dietrich Becker is a Founding Partner of Perella Weinberg, has served as our President since January 2023, and

has served as a member of our board of directors since June 2021. He served as Co-President from March 2020 to

January 2023. Mr. Becker has over 30 years of investment banking experience. In addition to his current role, Mr. Becker

has served as Head of Perella Weinberg’s Advisory business in Europe since 2017. Prior to joining Perella Weinberg in

2006, Mr. Becker was Co-Head of the Global Industrial Group at Morgan Stanley. He began his investment banking career

with Merrill Lynch in 1991. Mr. Becker earned a degree from Cologne University Law School and a Master’s in Business

Administration from New York University Stern Graduate School of Business. We believe that Mr. Becker is qualified to

serve on our board of directors due to his extensive finance industry, investment banking and executive leadership

experience.

Andrew Bednar is a Founding Partner of Perella Weinberg, has served as our Chief Executive Officer since January

2023, and has served as a member of our board of directors since June 2021. Mr. Bednar served as our Co-President

from March 2020 to January 2023. Mr. Bednar has over 30 years of investment banking experience. In addition to his

current role, Mr. Bednar is a partner in our Advisory business where he served as Co-Head of our Advisory business in the

U.S. until 2013. Mr. Bednar also serves as the Chief Executive Officer of the general partner of PWP Capital Holdings LP

(together with its subsidiaries, "PWP Capital Holdings"), which holds the former asset management business of PWP

OpCo. Prior to joining Perella Weinberg in 2006, Mr. Bednar was Head of U.S. Mergers & Acquisitions at Bank of America

and a member of the Investment Banking Executive Committee. Prior to that, he was a Managing Director at Goldman,

Sachs & Co. He began his career at Cravath, Swaine & Moore LLP in 1994. Mr. Bednar earned a Bachelor of Science and

a Master’s in Business Administration from Cornell University, and received a Juris Doctor from Columbia University. We

believe that Mr. Bednar is qualified to serve on our board of directors due to his extensive finance industry, investment

banking and executive leadership experience.

Elizabeth (Beth) Cogan Fascitelli has served as a member of our board of directors since May 2022. Ms. Fascitelli

worked for Goldman Sachs Group, Inc. from 1984 to 2020, where she was a Partner and served in multiple roles and on

numerous firmwide committees as well as the divisional Investment, Risk and Client/Business Standards Committees. Ms.

Fascitelli led many initiatives over the years including those for Compliance, Diversity, Women Investing and Risk and

served as the Global Chief Operating Officer of the Merchant Banking Division for her final ten years. Ms. Fascitelli

currently serves as a director of Jaws Mustang Acquisition Corp. (NYSE: JWSM), Rithm Acquisition Corp. (NYSE: RAC),

and Bridger Aerospace (BAER), as well as numerous private or charitable boards. Ms. Fascitelli earned a Bachelor of Arts

from Dartmouth College and a Master’s in Business Administration from Harvard Business School. We believe that Ms.

Fascitelli is qualified to serve on our board of directors due to her extensive finance industry and public company board

experience.

Kristin W. Mugford has served as a member of our board of directors since May 2022. Ms. Mugford is the Senior

Associate Dean of Culture and Community and the Melvin Tukman Senior Lecturer of Business Administration in the

Finance Unit at the Harvard Business School. Prior to joining academia, she spent nearly 20 years with Bain Capital

Partners, LP, joining their private equity business in 1994, where she focused on the consumer and media industries. In

1998, she helped start Bain Capital Credit, LP (formerly known as Sankaty Advisors, LP), the credit affiliate of Bain Capital

Partners, LP, where she was a senior member of the management and investment committee. Ms. Mugford began her

career at the Walt Disney Company as a strategic planning analyst. Ms. Mugford is a member of the board of directors of

Dollarama (TSE: DOL), where she is the Chair of the Human Resources and Compensation Committee and a member of

the Audit Committee. Ms. Mugford earned a Bachelor of Arts with honors in economics from Harvard College and a

Master’s in Business Administration from Harvard Business School as a Baker Scholar. We believe that Ms. Mugford is

qualified to serve on our board of directors due to her extensive business consulting and finance industry experience.

Board Composition

Our Certificate of Incorporation and bylaws provide that our board of directors will consist of not less than three

directors nor more than 15 directors, with the exact number of directors to be fixed from time to time by a resolution of our

board of directors. Our board of directors currently consists of eleven directors. Following Mr. Ollila’s and Ms. Sherburne’s

terms expiring at the Annual Meeting, the board will consist of nine directors.

Our board of directors is divided into three classes. The current terms of the Class I, Class II and Class III directors

will expire at our 2028, 2026 and 2027 annual meetings of our stockholders, respectively, and in each case, until his or her

successor has been duly elected and qualified or until his or her earlier death, resignation or removal. Upon the expiration

of each term, directors will subsequently serve three-year terms if re-nominated and re-elected. See Proposal 1 for a

description of the directors in each class. There are no family relationships among any of our directors or executive

officers.

Pursuant to our Stockholders Agreement with VoteCo Professionals, for so long as the Class B Condition is satisfied,

VoteCo Professionals will have the right to designate a number of directors equal to the majority of our board of directors.

After the Class B Condition ceases to be satisfied, for so long as the Secondary Class B Condition is satisfied, VoteCo

Professionals will have the right to designate a number of directors (rounded up to the nearest whole number) equal to

one third of our board of directors. VoteCo Professionals will retain the right to remove any director previously designated

by it, for so long as the Class B Condition or the Secondary Class B Condition is satisfied. Please refer to the section

entitled “Certain Relationships and Related Person Transactions—Perella Weinberg Related Party Transactions—Right of

VoteCo Professionals and Stockholders Agreement” for more details about our Stockholders Agreement.

Our Certificate of Incorporation provides that, subject to the rights, if any, of the holders of shares of preferred stock

then outstanding, directors may be removed from office at any time, with or without cause, by the affirmative vote of at

least two-thirds (2/3) of the voting power of the shares entitled to vote in connection with the election of our directors;

provided that at any time the Class B Condition is satisfied, any or all of our directors may be removed from office at any

time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of the shares entitled to

vote in connection with the election of our directors. Any vacancy on the board of directors may be filled by a majority of

the directors then in office.

We are “controlled” by the limited partners who manage VoteCo Professionals, and as a result, are a “controlled

company” under Nasdaq rules. Under these rules, a company of which more than 50% of the voting power is held by an

individual, group or another company is a “controlled company” and may elect not to comply with certain corporate

governance standards, including the requirements (i) that a majority of our board of directors consist of independent

directors, as independence is defined in Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”) and under the listing standards, (ii) that our board of directors have a compensation committee comprised solely of

independent directors and (iii) that our board of directors either (A) have a nominations committee comprised solely of

independent directors or (B) that independent directors constituting a majority of the board’s independent directors select

or recommend director nominees in a vote in which only independent directors participate.

We currently utilize the exemption from having either a nominations committee comprised solely of independent

directors or the independent directors constituting a majority of the board's independent directors select or recommend

director nominees. Our full board of directors participates in the consideration of nominees to our board. In addition, while

we currently have a majority of independent directors on our board of directors, we will not have a majority of independent

directors on our board of directors following the Annual Meeting. In the event that we cease to be a “controlled company”

and our shares continue to be listed on Nasdaq, we will be required to comply with these provisions within the applicable

transition periods. These exemptions do not modify the independence requirements for our audit committee, and we

comply with the applicable requirements of the SEC and Nasdaq with respect to our audit committee.

Director Independence

Under Nasdaq rules, independent directors must comprise a majority of a listed company’s board of directors and

each member of a listed company’s audit, compensation and nominations committees must be independent, subject to

specified exceptions, including the "controlled company" exemptions discussed above. As discussed above, we have

availed ourselves of the “controlled company” exception and, as a result, although we have an independent audit

committee, we will not have a majority of independent directors on our board following the Annual Meeting. Under Nasdaq

rules, a director is independent only if our board of directors makes an affirmative determination that the individual does

not have any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities

of a director. The board has determined that Mr. Bennett, Ms. Dabboussi, Ms. Fascitelli and Ms. Mugford are “independent

directors” as that term is defined under Nasdaq rules.

Board of Directors Leadership Structure

The roles of chairman of our board of directors (“Chairman”) and our chief executive officer (“Chief Executive Officer”)

are currently separated with Peter A. Weinberg serving as our Chairman, and Andrew Bednar serving as our Chief

Executive Officer. On January 13, 2026, Mr. Weinberg announced his resignation as Chairman effective as of June 30,

2026, following which time he will remain on the board of directors. Effective as of June 30, 2026, Mr. Bednar, our current

Chief Executive Officer, will also become Chairman.

Under our corporate governance guidelines, the board of directors does not require the separation of the offices of the

Chairman and the Chief Executive Officer. These guidelines provide that the board of directors shall be free to choose its

Chairman in any way that it deems best for the Company at any given point in time.The board believes that this leadership

structure, with Mr. Bednar succeeding Mr. Weinberg as Chairman and continuing his role as Chief Executive Officer, will

provide continuity for our board and facilitates our board’s efficient and effective functioning. The board has determined

that combining the Chief Executive Officer and Chairman roles provides for clear accountability and leadership

responsibility, and facilitates effective decision-making and a cohesive corporate strategy.

The board of directors periodically reviews its leadership structure and may make changes in the future. The

Company does not have a lead independent director; however, an independent director presides over the executive

sessions.

Board of Directors Role in Risk Oversight

We are exposed to a number of risks, and we regularly identify and evaluate these risks and our risk management

strategy. Management is principally responsible for identifying, evaluating and managing the risks on a day-to-day basis,

under the oversight of the board of directors and the audit committee. Our audit committee is responsible for overseeing

the guidelines and policies governing the processes by which senior management and the relevant departments of the

Company, including the internal audit function, assess and manage our exposure to risk, including cybersecurity risk, as

well as any major litigation, regulatory, financial and reputational risk exposures and the steps management has taken to

monitor and control such exposures. Additionally, our audit committee focuses on oversight of financial risks and the

compensation committee makes recommendations to the board of directors regarding executive compensation plans and

arrangements. The full board of directors keeps itself regularly informed regarding risks overseen by the audit committee

through management and committee reports and otherwise.

Board Committees

Our board of directors has the authority to appoint committees to perform certain management and administrative

functions and has two standing committees, an audit committee and a compensation committee, each of which has the

composition and the responsibilities described below. Our board of directors may from time to time establish other

committees. Each committee has adopted a written charter, which we have posted on our website at http://

www.pwpartners.com.

Audit Committee

The audit committee oversees our accounting and financial reporting process and the audit of our financial statements

and assists our board of directors in monitoring our financial systems and our legal and regulatory compliance. The audit

committee is responsible for, among other things:

•appointing, compensating and overseeing the work of our independent auditors, including resolving

disagreements between management and the independent registered public accounting firm regarding financial

reporting;

•approving engagements of the independent registered public accounting firm to render any audit or permissible

non-audit services;

•reviewing the qualifications and independence of the independent registered public accounting firm;

•reviewing our financial statements and related disclosures and reviewing our critical accounting policies and

practices;

•reviewing the adequacy and effectiveness of our internal control over financial reporting;

•establishing procedures for the receipt, retention and treatment of accounting and auditing related complaints and

concerns;

•preparing the audit committee report required by SEC rules to be included in our annual proxy statement;

•reviewing and discussing with management and the independent registered public accounting firm the results of

the annual audit, our quarterly financial statements and our publicly filed reports; and

•reviewing and approving in advance any proposed related person transactions.

The members of our audit committee are Jorma Ollila, R. Edwin Bennett, Houda Dabboussi, Elizabeth (Beth) Cogan

Fascitelli, Kristin W. Mugford and Jane C. Sherburne. Jorma Ollila is the chairman of the audit committee. Following Mr.

Ollila’s and Ms. Sherburne’s terms expiring at the Annual Meeting, the audit committee will consist of Mr. Bennett, as

chairman, Ms. Dabboussi, Ms. Fascitelli and Ms. Mugford. Our board of directors has determined that Mr. Bennett is an

audit committee financial expert. The board of directors has determined that all members of the audit committee qualify as

independent directors pursuant to Nasdaq rules and additional independence criteria set forth in Rule 10A-3 of the

Exchange Act.

Compensation Committee

The compensation committee oversees our compensation policies, plans and programs. The compensation

committee is responsible for, among other things:

•reviewing and recommending policies, plans and programs relating to compensation and benefits of our directors,

officers and employees;

•reviewing and recommending compensation and the corporate goals and objectives relevant to compensation of

our Chief Executive Officer;

•reviewing and recommending compensation and corporate goals and objectives relevant to compensation for

executive officers other than our Chief Executive Officer;

•evaluating the performance of our Chief Executive Officer and other executive officers in light of established goals

and objectives;

•administering our equity compensation plans for our employees and directors; and

•reviewing and discussing with management the Company's compensation discussion and analysis ("CD&A"), and

based on that review and discussion, to recommend to the Board that the CD&A be included in the Company's

annual proxy statement or annual report on Form 10-K.

The members of the compensation committee are Jane C. Sherburne, R. Edwin Bennett, Houda Dabboussi, Kristin

W. Mugford, Elizabeth (Beth) Cogan Fascitelli and Jorma Ollila. Jane C. Sherburne is the chairwoman of the

compensation committee. Following Mr. Ollila’s and Ms. Sherburne’s terms expiring at the Annual Meeting, the

compensation committee will consist of Ms. Mugford, as chairwoman, Mr. Bennett, Ms. Dabboussi and Ms. Fascitelli.

Compensation Committee Interlocks and Insider Participation. None of our executive officers currently serves, or

has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity

that has one or more executive officers serving as a member of our board of directors or compensation committee.

Board and Committee Meetings; Annual Meeting Attendance

During 2025, our board of directors held four meetings, our audit committee held five meetings and our compensation

committee held four meetings. During 2025, each director attended at least 75% of the total number of meetings of the

board of directors and committees on which such director served. The independent directors of the Company meet in

executive session without management on a regularly scheduled basis. The chairperson, if an independent director,

presided at such executive sessions, or if the chairperson was not an independent director or in such director’s absence,

an independent director designated by a majority of independent directors presided at such executive sessions.

Under our corporate governance guidelines, directors are expected to attend the Company’s annual meetings of

stockholders. Five of our directors attended our 2025 annual meeting of stockholders.

Director Nomination Process

We do not have a nominations committee. Our full board of directors participates in the consideration of nominees to

our board of directors other than as set forth below. The board of directors believes that input from all directors in the

nominating process enhances the Company’s ability to identify, evaluate and select director nominees. In addition, our

Stockholders Agreement provides that our board of directors will nominate individuals designated by VoteCo Professionals

equal to a majority of the board of directors, for so long as the Class B Condition is satisfied and, thereafter, one third of

the candidates for so long as the Secondary Class B Condition is satisfied. Please refer to the section entitled “Certain

Relationships and Related Person Transactions—Perella Weinberg Related Party Transactions—Right of VoteCo

Professionals and Stockholders Agreement” for more details regarding our Stockholders Agreement.

In considering candidates for nomination, the board of directors applies several criteria in selecting nominees. At a

minimum, the board of directors considers (a) whether each such nominee has demonstrated, by significant

accomplishment in his or her field, an ability to make a meaningful contribution to the board of directors’ oversight of the

business and affairs of the Company and (b) the nominee’s reputation for honesty and ethical conduct in his or her

personal and professional activities. Additional factors which the board of directors may consider include a candidate’s

specific experiences and skills, expertise, diversity, personal and professional integrity, character, business judgment, time

availability in light of other commitments, dedication, potential conflicts of interest and such other relevant factors that the

board of directors considers appropriate in the context of the board of directors’ needs.

The board of directors will consider a candidate nominated by a stockholder in a manner consistent with its evaluation

of potential nominees, so long as the nomination meets the requirements of our bylaws, as summarized below.

The notice of nomination should include the information required by Perella Weinberg’s bylaws, including, but not

limited to, the following:

•the stockholder’s name, record address, and name and principal place of business,

•the name, age, business address, residence address, and principal occupation or employment of the nominee,

•the class or series, and number of all shares of the Company’s stock owned beneficially or of record by the

stockholder or the nominee,

•whether and the extent to which any derivative or other instrument, transaction, agreement, or arrangement has

been entered into by the stockholder or the nominee with respect to the Company’s stock,

•a description of all agreements or arrangements to which the stockholder or the nominee is a party with respect to

the nomination, the Company or the Company’s stock,

•a description of agreements or arrangements entered into by the stockholder or the nominee with the intent to

mitigate loss, manage risk or benefit from changes in the stock price or increase or decrease the stockholder’s

voting power,

•a representation that the stockholder will attend the meeting in person or by proxy to nominate the persons named

in its notice, and

•any other information related to the stockholder or the nominee required to be disclosed in the solicitation of

proxies for election of directors under federal securities laws.

The notice must be accompanied by the nominee’s consent to be elected and to serve as a director and include

certain representations and agreements by the nominee set forth in our bylaws.

This notice must be updated, if necessary, so that the information is true and correct as of the record date for the

meeting.

Stockholder nominees should be submitted to the Company’s Corporate Secretary at the Company’s principal

executive offices. Stockholder nominations may be made at any time. However, in order for a candidate to be included in

the slate of director nominees for approval by stockholders in connection with a meeting of stockholders and for

information about the candidate to be included in the Company’s proxy materials for such a meeting, the stockholder must

submit the information required by our bylaws and other information reasonably requested by the Company within the

timeframe described below in the section entitled “Additional Information—Procedures for Submitting Stockholder

Proposals and Director Nominations.”

When the Company or the board of directors is required by contractual obligation (including pursuant to the

Stockholders Agreement) to nominate candidates designated by any person or entity, the selection and nomination of

these directors is not subject to the above process.

Communication with the Board of Directors

Any stockholder or other interested parties who would like to communicate with the board of directors, the

independent directors as a group or any specific member or members of the board of directors should send such

communications to the attention of our Corporate Secretary at Perella Weinberg Partners, 767 Fifth Avenue, New York,

NY 10153. Communications should contain instructions on which member or members of the board of directors the

communication is intended for. Such communications will generally be forwarded to the intended recipients. However, our

Corporate Secretary may, in his or her sole discretion, decline to forward any communications that are inappropriate.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that is applicable to all of our employees, officers and

directors, including our chief executive and senior financial officers. The code of business conduct and ethics is available

on our website at https://investors.pwpartners.com. We expect that any amendment to the code of business conduct and

ethics, or any waivers of its requirements, will be disclosed on our website.

Insider Trading Policy

The Company has insider trading policies and procedures that govern the purchase, sale and other dispositions of its

securities by directors, officers and employees, as well as by the Company itself. We believe these policies and

procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and

applicable listing standards. A copy of our Insider Trading Policy is filed with our most recent Annual Report on Form 10-K

as Exhibit 19.1.

Corporate Governance Guidelines

Our board of directors has adopted corporate governance guidelines to assist the board of directors in the exercise of

its responsibilities. The corporate governance guidelines are available in the Corporate Governance section of our

Investor Relations website at https://investors.pwpartners.com.

Executive Officers

Set forth below are biographical summaries of our executive officers, other than Mr. Weinberg, our Chairman, Mr.

Bednar, our Chief Executive Officer, and Mr. Becker, our President, each of whose biographical summary is set forth

above in the section entitled “—Directors and Director Nominees.”


Name	Age	Title
Alexandra Gottschalk	39	Chief Financial Officer

Alexandra Gottschalk has served as our Chief Financial Officer since January 2024. Ms. Gottschalk is a seasoned

financial executive, with over 15 years of experience. Prior to being named Chief Financial Officer, Ms. Gottschalk served

as Chief Accounting Officer of the Company since 2019 where she played a key role in leading the firm through its public

listing process in 2021. Ms. Gottschalk has also served as Controller of the Company or its business units (including

TPH&Co.) since 2010. Prior to that, she was with PwC in the firm’s Assurance practice and began her career at Deloitte in

the International Tax Group. Ms. Gottschalk serves on the Investment Committee for the Houston Zoo. She earned a

Master of Science in Accountancy and a Bachelor of Business Administration in Accounting from the University of Houston

Honors College and is a Certified Public Accountant.

DIRECTOR COMPENSATION

Director Compensation

For 2025, our non-employee directors were entitled to the following compensation for their service on our board of

directors (as applicable): (i) an annual base retainer in the amount of $200,000, 50.00% of which is paid in the form of

restricted stock units (“RSUs”) and 50.00% of which is paid in cash; (ii) a one-time grant of RSUs with a value of $50,000

upon initial appointment to our board of directors vesting in three equal installments on or about each anniversary of the

grant date; (iii) an annual cash retainer of $20,000 for the chair of the audit committee; and (iv) an annual cash retainer of

$20,000 for the chair of the compensation committee. Except for the one-time grant of RSUs upon initial appointment to

our board of directors, all other RSUs are granted on or about the date of our general annual stockholder meeting and will

vest on the date of the next general annual stockholder meeting.

Director Compensation Table for 2025

The total 2025 compensation of our non-employee directors is shown in the following table. We do not separately

compensate our affiliated directors for their service on our board of directors.


Name	Fees Earned or Paid in Cash(1) ($)	Stock Awards(2) ($)	Total ($)
Edwin Bennett	42,391	50,593	92,984
Houda Dabboussi	42,391	50,593	92,984
Elizabeth (Beth) Cogan Fascitelli	100,000	99,645	199,645
Kristin W. Mugford	100,000	99,645	199,645
Jorma Ollila	120,000	99,645	219,645
Jane C. Sherburne	120,000	99,645	219,645

(1)Amounts shown in this column reflect the cash annual base retainer fees and committee chair fees earned for 2025.

(2)Amounts shown in this column represent the grant date fair value, calculated in accordance with the Financial Accounting Standards Board's

(FASB) Accounting Standards Codification Topic 718, Compensation—Stock Compensation ("ASC 718"), of the service-based RSUs granted

on or about the date of our 2025 general annual stockholder meeting to our non-employee directors. Mr. Bennett and Ms. Dabboussi were

granted service-based RSU awards in connection with their appointment to our Board of Directors in August 2025. For a summary of the

assumptions used in the valuation of these awards, please see Note 12—Equity-Based Compensation to the consolidated financial statements

in our 2025 Form 10-K. As of December 31, 2025, Mr. Bennett and Ms. Dabboussi each held 2,281 outstanding RSUs; Ms. Fascitelli, Ms.

Mugford, Mr. Ollila and Ms. Sherburne each held 5,652 outstanding RSUs.

COMPENSATION DISCUSSION & ANALYSIS

This section discusses the compensation of our named executive officers ("NEOs") for the fiscal year ended

December 31, 2025.

Our NEOs for the fiscal year ended December 31, 2025 are:

•Peter A. Weinberg, Chairman;

•Andrew Bednar, Chief Executive Officer;

•Dietrich Becker, President; and

•Alexandra Gottschalk, Chief Financial Officer.

Our Executive Compensation Program

Our executive compensation program is designed to align management incentives with our shareholders' interests.

We deploy annual incentive bonuses, performance-based awards and other compensation elements to drive

performance. We seek to attract, motivate and retain highly skilled executives with the talent and experience necessary to

achieve our business objectives. We believe our competitive executive compensation program fosters excellence and

accountability by linking pay to performance, driving Company revenue and yielding shareholder return.

Our Company and 2025 Financial Overview

Perella Weinberg is a leading global independent advisory firm, providing strategic and financial advice to a broad

client base, including corporations, financial sponsors, governments, and sovereign wealth funds.

2025 marked a year of strategic investment in talent, positioning us to capitalize on what we see as broadly favorable

conditions for M&A as well as for financing and capital solutions. In addition to adding 12 new partners, Perella Weinberg

acquired Devon Park Advisors in Q4 2025, establishing the Firm’s secondaries advisory capability.


Key Stats
75	~725	12	23
Advisory Partners Globally	Employees	Offices Globally	12 New Partners; 11 New MDs

2025 Financial Performance
$751M	$82M	$0.68	$256M
Revenues	Adjusted(1) Pre-Tax Income	Adjusted(1) EPS	Cash and No Debt

(3)The Company prepares its consolidated financial statements using accounting principles generally accepted in the United States (GAAP).

Certain figures above are shown ‘as adjusted,’ indicating a non-GAAP financial measure. See Appendix A, “Non-GAAP Financial Measures,”

for a reconciliation of non-GAAP financial measures with comparable GAAP financial measures.

Process For Determining Executive Compensation

Role of the Compensation Committee. Our board of directors has delegated authority to our compensation

committee (the “Compensation Committee”) to review our executive compensation program and determine and approve

the compensation of our NEOs.

Role of Management. Our Compensation Committee considers information and analyses provided by management

when determining the annual compensation of our NEOs. Specifically, our Chief Executive Officer reviews annually the

performance of each of our NEOs (other than himself and our Executive Chairman) and discusses the performance

assessments with our Compensation Committee. Our Compensation Committee assesses the performance of our Chief

Executive Officer. Our Chief Executive Officer makes recommendations to our Compensation Committee regarding our

executive officer compensation program, including decisions affecting base salaries, annual incentive bonuses and long-

term incentive awards and other benefits, which our Compensation Committee takes into account when setting the

compensation for all of our NEOs. Our Compensation Committee retains the final authority to make all compensation

decisions for our NEOs, including our Chief Executive Officer.

Role of the Compensation Consultant. Our Compensation Committee engaged a compensation consultant,

Exequity LLP (“Exequity”), to advise us on our compensation programs and policies and the competitive landscape for our

NEOs for 2025. Exequity advises our Compensation Committee on the principal elements of our executive compensation

program and provides market information and analysis regarding the competitiveness of our executive compensation

program. Our Compensation Committee made use of the information and analysis provided by Exequity when

establishing the compensation of our NEOs for 2025. Our Compensation Committee has determined that Exequity is

independent from us and that the work performed by Exequity did not raise any conflicts of interest.

Compensation Review Process. To assist our Compensation Committee during its annual review of the

competitiveness of compensation levels and the appropriate mix of compensation elements to our NEOs, Exequity

prepared comparative market data on compensation practices and programs as well as guidance on industry best

practices. Our Compensation Committee, with guidance from Exequity and input from our senior management team,

determines the composition of our peer group and reevaluates this group on an annual basis. Our Compensation

Committee determined that our peer group for 2025 compensation review purposes would consist of five comparable

organizations, which operate in comparable industry segments, are similar in size and scope, and are competitors for the

same talent. The most relevant publicly-held competitors considered within the independent investment bank data that we

reviewed and considered to obtain an understanding of current compensation practices for 2025 included:

Evercore Inc.

Houlihan Lokey, Inc.

Lazard, Inc.

Moelis & Company

PJT Partners Inc.

Executive Compensation Elements

Compensation provided to our NEOs generally consists of base salary, discretionary annual incentive bonuses, which

includes a cash bonus and grant of restricted stock units ("RSUs"), and other benefits, each of which is described in more

detail below.

Base Salary

We provide annual base salaries to each of our NEOs. Our NEOs’ annual base salaries that were in effect for 2025

are set forth in the table below. Base salary rates for our NEOs have remained unchanged since before we became a

public company on June 24, 2021, with the exception of our Chief Financial Officer who received a salary increase upon

becoming an NEO effective January 1, 2024.


Named Executive Officer	2025 Annual Base Salary ($)
Peter A. Weinberg	500,000
Andrew Bednar	500,000
Dietrich Becker(1)	507,210
Alexandra Gottschalk	500,000

(1)As converted from pounds sterling to U.S. dollars using the exchange rate of approximately $1.32 for 2025.

Annual Incentive Bonuses

The annual incentive bonuses payable to our NEOs in respect of the applicable year are discretionary in amount and

are based on a performance evaluation conducted by our Compensation Committee in consultation with our Chief

Executive Officer. The evaluation includes analyses of both overall Company performance and the performance of the

individual NEOs and their contributions to Perella Weinberg. We did not guarantee cash bonuses to any of our NEOs in

2025.

Consistent with our long-term focus, our overall Company performance is reviewed through a multi-year lens with

consideration given to our business mix. With respect to individual performance and contributions to Perella Weinberg, the

factors considered for our NEOs included commercial contribution, leadership and executive management, and, with

respect to Ms. Gottschalk, effective management of corporate finance. Following a review of all applicable factors, our

Compensation Committee approved the annual incentive bonuses for our NEOs, the cash portion of which is set forth in

the below table.


Named Executive Officer	2025 Annual Incentive Cash Bonus ($)
Peter A. Weinberg	—
Andrew Bednar	1,000,000
Dietrich Becker(1)	2,496,528
Alexandra Gottschalk	1,245,000

(1)As converted from pounds sterling to U.S. dollars using the exchange rate of approximately $1.32 for 2025.

For 2025, the annual incentive bonuses were payable partly in cash and partly in RSUs granted under the Perella

Weinberg Partners 2021 Omnibus Incentive Plan (the “Incentive Plan”). The allocation between cash and RSU awards

granted for the 2025 annual incentive bonuses is detailed in the “Alternative Presentation of Annual Compensation” table

below. Mr. Weinberg did not receive an annual incentive bonus for 2025. The cash portion of the 2025 annual incentive

bonuses for our NEOs was paid in February 2026.

The equity-based portion of the 2025 annual incentive bonuses was granted in the form of RSUs in the first quarter of

2026 on the fifth trading day following our earnings release date for the year ended December 31, 2025, and is generally

subject to a service-based vesting schedule over a three-year period following the date of grant. In accordance with SEC

rules, these RSUs will not be reported in the “Equity Bonus Awards” column of the "Summary Compensation Table"

disclosed below in the section entitled "Compensation Tables—Summary Compensation Table" for 2025, but will instead

be included in such column in our next year's proxy statement disclosing our 2026 NEO compensation.

Alternative Presentation of Annual Compensation

The following table is presented to show how our Compensation Committee viewed total annual compensation for

2025, 2024 and 2023 for each of our NEOs and includes base salary as well as year-end cash and equity incentive

awards. This table differs from the “Summary Compensation Table” disclosed below in the section entitled "Compensation

Tables—Summary Compensation Table" and is not a substitute for that table.

Unlike the “Summary Compensation Table,” which reflects the grant date fair value of equity awards granted during

the applicable calendar year (whether or not such equity awards were granted with respect to the performance for such

year), the following table reflects the dollar amounts of the annual incentive compensation paid in the form of RSUs with

respect to each specific performance year (e.g., for 2025, the dollar amount of the RSUs that were granted in 2026 with

respect to 2025 performance), which dollar amounts may differ from the grant date fair values of such RSUs as computed

in accordance with ASC 718. The following table does not reflect the performance-based long-term incentive awards

granted (or any modifications thereto) in 2023 or the cliff-vesting retention award granted to Ms. Gottschalk in 2025, as

described in greater detail in the section below entitled "—Long-Term Incentive Awards and Other Performance-Based

Awards." The table also does not reflect the incremental compensation cost recognized by Perella Weinberg in 2024 in

connection with the accelerated vesting of interests in PWP OpCo held by certain of our NEOs in the second quarter of

2024 (as described in greater detail in the section entitled "Compensation Discussion & Analysis—Reorganization of

Professional Partners and Vesting of VCUs and ACUs" beginning on page 21 of our proxy statement filed on April 8, 2025

(“2025 Proxy Statement”)). Neither of these equity awards (nor their respective modifications) are viewed by the

Compensation Committee as regular annual compensation for our NEOs.


Name and Principal Position	Year	Salary ($)	Annual Incentive(1)		Total ($)
Name and Principal Position	Year	Salary ($)	Cash ($)	RSUs(2) ($)	Total ($)
Peter A. Weinberg	2025	500,000	—	—	500,000
Chairman	2024	500,000	1,500,000	—	2,000,000
	2023	500,000	—	—	500,000
Andrew Bednar(3)	2025	500,000	1,000,000	5,250,000	6,750,000
Chief Executive Officer	2024	500,000	22,895,500	3,604,500	27,000,000
	2023	500,000	4,846,000	2,904,000	8,250,000
Dietrich Becker(4)	2025	507,210	2,496,528	2,496,528	5,500,266
President	2024	491,915	4,769,796	3,490,534	8,752,245
	2023	478,643	3,209,585	1,813,056	5,501,284
Alexandra Gottschalk(5)	2025	500,000	1,245,000	755,000	2,500,000
Chief Financial Officer	2024	500,000	1,217,500	382,500	2,100,000

(1)Our annual incentive bonuses for 2025, 2024 and 2023 were paid partly in cash and partly in service-based RSUs, except for Mr. Weinberg,

whose annual incentive bonus for 2024 was paid entirely in cash. Mr. Weinberg did not participate in our annual incentive bonus program for

2023 or 2025. The RSUs vest in equal installments over three years, subject generally to continued service on each vesting date.

(2)The dollar amounts of the RSUs included in this column may differ from the grant date fair values of such awards as computed in accordance

with ASC 718 and reported in the "Summary Compensation Table" disclosed below in the section entitled "Compensation Tables—Summary

Compensation Table". This table reflects the portion of each NEO’s total compensation in respect of the related year’s performance to be

awarded in the form of RSUs. The actual number of RSUs granted is then determined based on the average closing price of our Class A

common stock over the five trading days immediately following our year-end earnings announcement. For purposes of the “Summary

Compensation Table,” in accordance with SEC rules, the dollar value of the RSUs granted is presented at the grant date fair value calculated

in accordance with ASC 718, which is based on the closing price of our Class A common stock on the date of grant for these awards. The

grant date fair value of the RSUs granted in February 2026 in respect of 2025 performance will, in accordance with SEC rules, be reflected as

Equity Bonus Awards for 2026 in next year's "Summary Compensation Table" and "Grants of Plan-Based Awards" table.

(3)A portion of the annual incentive bonus paid to Mr. Bednar in February 2025 ($7,000,000) is subject to a repayment agreement, with retention

terms that are generally consistent with the forfeiture provisions in our service-based RSUs.

(4)Mr. Becker is paid in GBP. U.S. dollar values are shown with a conversion rate of $1.32, $1.28 and $1.24 for 2025, 2024 and 2023,

respectively, throughout the "Compensation Discussion & Analysis" and "Compensation Tables" sections.

(5)Ms. Gottschalk was appointed Chief Financial Officer of the company on January 1, 2024 and was not an NEO previously.

Long-Term Incentive Awards and Other Performance-Based Awards

In connection with the closing of the reorganization transaction that resulted in our becoming a publicly traded

company on June 24, 2021 (the "2021 Business Combination") and in respect of their ongoing participation in the

leadership and management of Perella Weinberg following the closing of the 2021 Business Combination, Messrs.

Weinberg, Bednar and Becker, as well as some other partners, received grants in the aggregate amount of 9.5 million

performance-based long-term incentive awards ("LTIPs") in August 2021 (the “Original LTIP Grant”). Mr. Bednar received

an additional grant in the aggregate amount of one million performance-based LTIPs in February 2023 in connection with

his appointment as Chief Executive Officer (the “CEO Promotion LTIP Grant”).

The performance-based LTIPs are subject to the achievement of two types of vesting conditions, both of which must

be satisfied for the awards to vest: (i) service-based vesting conditions that will be satisfied in two installments on the third

and fifth anniversaries of the grant date, subject to continued employment (with respect to the Original LTIP Grant for

Messrs. Bednar and Becker, including continued service as co-presidents of Perella Weinberg or any equivalent or more

senior executive officer roles with Perella Weinberg, and with respect to the CEO Promotion LTIP Grant for Mr. Bednar,

including continued service as Chief Executive Officer of Perella Weinberg or any equivalent or more senior executive

officer roles with Perella Weinberg) on each vesting date; provided that 50% of the amount earned based on achievement

of the performance-based vesting conditions prior to the first vesting date will remain outstanding and will vest on the

second vesting date, subject to continued employment through such date, and (ii) performance-based vesting conditions

that will be satisfied upon the achievement of closing stock prices equal to $15, $20, $25 and $30 for 20 out of any 30

consecutive trading days prior to the fifth anniversary of the grant date, as measured on the last calendar day of each

month, subject to linear interpolation between the applicable price points.

Subject to such linear interpolation, the performance-based vesting conditions for the Original LTIP Grant will be

deemed to be satisfied with respect to 30% of the award at the $15 closing stock price, 65% of the award at the $20

closing stock price, 82.5% of the award at the $25 closing stock price, and 100% of the award at the $30 closing stock

price. The performance-based vesting conditions for the CEO Promotion LTIP Grant will be deemed to be satisfied with

respect to 50% of the award at the $15 closing stock price, 80% of the award at the $20 closing stock price, 95% of the

award at the $25 closing stock price, and 100% of the award at the $30 closing stock price, also subject to linear

interpolation. Once any closing stock price is achieved, such closing stock price will be deemed to be irrevocably satisfied

even if the price per share declines thereafter.

In connection with the closing of the 2021 Business Combination, Ms. Gottschalk received grants of performance-

based RSUs (“PSUs”) that vest based on the achievement of (i) service-based vesting conditions that are satisfied in five

equal installments on the 36, 42, 48, 54 and 60 month anniversaries of the grant date and (ii) performance-based vesting

conditions that are satisfied upon the achievement of closing stock price hurdles for 20 out of any 30 consecutive trading

days equal to $12, $13.50, $15 and $17, in each case prior to the sixth anniversary of the grant date. In February 2025,

Ms. Gottschalk received a retention award in the form of service-based RSUs that cliff-vest on the third anniversary of the

grant date.

In August 2023, in connection with Mr. Weinberg’s transition from Chief Executive Officer to Chairman, our

Compensation Committee approved a modification of the award of 3,300,000 performance-based LTIPs previously

granted to Mr. Weinberg in August 2021 as part of the Original LTIP Grant. The modification was intended to further align

the interests of our Chairman with long-term shareholder value creation and place less emphasis on prospective annual

compensation. As modified, 1,650,000 of these LTIPs will vest solely based on the achievement of service-based vesting

conditions that are satisfied in three equal installments on the third, fourth and fifth anniversaries of the original grant date.

The remaining 1,650,000 LTIPs are subject to the original service-based and performance-based vesting conditions of the

Original LTIP Grant, as described above.

Performance-Based Awards Vesting in 2025

A total of 8,000 of Ms. Gottschalk’s PSUs vested in 2025, 4,000 on February 28, 2025 and 4,000 on August 31, 2025,

upon satisfaction of the applicable service-based vesting conditions and prior achievement of the $17.00 performance-

based stock price hurdle.

Retirement Arrangements

Perella Weinberg maintains a 401(k) retirement savings plan for U.S. employees, including Messrs. Weinberg and

Bednar and Ms. Gottschalk. We also provide an employer safe harbor non-elective contribution and an employer

discretionary contribution to eligible participants, including Messrs. Weinberg and Bednar and Ms. Gottschalk. Perella

Weinberg maintains a defined contribution pension scheme for U.K. employees, including Mr. Becker, and provides a

standard employer contribution to eligible participants. Perella Weinberg does not maintain any defined benefit pension

plans or supplemental executive retirement plans.

Employee Benefits

Eligible employees, including our NEOs, participate in broad-based and comprehensive employee benefit programs,

including medical, dental, vision, life and disability insurance. Our NEOs participate in these programs on the same basis

as eligible employees generally.

Executive Employment Agreements

We entered into employment agreements with each of Messrs. Weinberg, Bednar and Becker, pursuant to which they

each continue to serve as our executive officers. The employment agreements were approved by our Compensation

Committee and amended and restated effective as of January 1, 2023 to reflect the changes in position of our NEOs when

Mr. Bednar was appointed as our Chief Executive Officer.

The employment agreements provide that each of Messrs. Weinberg, Bednar and Becker will receive an annual base

salary subject to annual review by our Compensation Committee, will be eligible to receive a discretionary annual

performance bonus, and will be eligible to receive discretionary annual equity awards pursuant to the Incentive Plan. The

employment agreements also provide for certain grants of equity awards pursuant to the Incentive Plan in the form of

performance-based LTIPs, as described above in the section entitled “—Long-Term Incentive Awards and Other

Performance-Based Awards.”

Each employment agreement incorporates by reference the restrictive covenants applicable to the NEO, including the

restrictive covenants set forth in the Second Amended and Restated Agreement of Limited Partnership of PWP OpCo, as

described below in “—PWP OpCo Units.”

PWP OpCo Units

Certain limited partners, including our NEOs, hold units of PWP OpCo, the entity through which we conduct our

advisory business, in the form of fully-vested original capital units (“OCUs”). PWP OpCo units are, depending on the

holder, subject to forfeiture provisions as a result of certain terminations or breaches of restrictive covenants. If any such

units are forfeited, such forfeited units will accrete to all limited partners of PWP OpCo (other than the Company). Subject

to applicable law and the terms of the PWP OpCo limited partnership agreement, the general partner of PWP OpCo will

cause distributions to be made to the limited partners pro-rata in accordance with such limited partners’ respective

ownership of each class of PWP OpCo units.

Subject to the redemption procedures and restrictions set forth in the PWP OpCo limited partnership agreement, PWP

OpCo also provides for certain rights for limited partners holding OCUs to exchange such OCUs for (i) shares of our Class

A common stock on a one-for-one basis (subject to customary conversion rate adjustments for stock splits, stock

dividends and reclassifications) or (ii) cash, with the form of consideration determined by the Company.

Subject to certain exceptions, PWP OpCo units held by working partners are generally subject to a lock-up of

approximately three to five years from the closing of the 2021 Business Combination, which may be reinstated or

extended for a period of 12 months following such working partner’s resignation without good reason. No lock-up period

for any limited partner is expected to extend beyond the five-year anniversary of the closing of the 2021 Business

Combination. The lock-up generally restricts the sale, pledge, grant of any option, short sale or other disposition of any

PWP OpCo units, and the entrance into any hedging, swap or other agreement or transaction related to such partnership

units. The Company may waive the lock-up period for any limited partner with respect to all or a portion of the applicable

partnership units with no obligation to do so for any other limited partner, and the lock-ups may be waived for certain pre-

determined circumstances, such as death, disability and certain tax liabilities, and certain contractual obligations to limited

partners pursuant to offer letters that provide for certain unrestricted equity awards.

Certain limited partners, including our NEOs, are subject to certain restrictive covenants set forth in the PWP OpCo

limited partnership agreement, including perpetual confidentiality obligations, 180-day post-termination client and

customer non-solicitation restrictions following a termination for cause or any resignation without good reason, post-

termination investor non-solicitation restrictions following a termination for cause or any resignation without good reason

for (x) 180 days with respect to any limited partner of PWP Capital Holdings or PWP OpCo, and their respective

subsidiaries and successors and assigns or (y) one year with respect to any limited partner, investor, prospective limited

partner or investor of investment funds sponsored by a PWP Entity (as defined in the PWP OpCo limited partnership

agreement), one-year post-termination employee non-solicitation restrictions following any termination, and perpetual non-

disparagement obligations. In addition, in the event that a limited partner resigns without good reason and competes with

the PWP Entities within a year following the termination, or breaches any other applicable written covenant between any

PWP Entity and such limited partner, then any partnership units in PWP OpCo held by such limited partner will be forfeited

on the date of such breach.

CEO Pay Ratio

For 2025, the median of the annual total compensation of all employees (other than our CEO) was $301,104, and the

annual total compensation of Mr. Bednar, our CEO, was $5,147,053, as reported in the Summary Compensation Table.

Based on this information, the ratio of Mr. Bednar's annual total compensation to the median employee's annual total

compensation was approximately 17 to 1.

We identified our median employee using our partner and employee population, excluding Mr. Bednar, as of

December 31, 2025. To identify our median employee, we used: (1) base salary, (2) cash bonus awarded in respect of

such year's performance and (3) long-term incentives awarded in respect of such year's performance.

We calculated the median employee's annual total compensation and Mr. Bednar's annual total compensation using

the same methodology required for the Summary Compensation Table.

Tax Considerations

As a general matter, our Compensation Committee considers various tax and accounting implications of our existing

and proposed compensation programs. We consider the tax-deductibility of compensation in designing our compensation

programs, but it is not our sole consideration and our Compensation Committee retains the discretion to award

compensation that is non-deductible.

Clawback Policy

Our clawback policy, adopted as of December 1, 2023, provides that in the event of a required accounting restatement

due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, our

Compensation Committee will seek reimbursement of the portion of any incentive-based compensation received by our

executive officers that would not have been paid had our financial statements been correctly stated.

Anti-Hedging Policy

Our insider trading policy prohibits our directors and employees, including executive officers, from hedging or

otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market

value of Company securities.

Share Ownership Guidelines

We have minimum equity ownership guidelines for our NEOs and our non-employee directors that require significant

ownership of our Class A common stock. Our NEOs are expected to maintain equity ownership in the Company (including

partnership units and RSUs) having a market value equal to or greater than a multiple of each NEO’s base salary (five

times base salary for the Chief Executive Officer, four times base salary for our President and three times base salary for

other NEOs). Our non-employee directors are expected to hold equity in the Company with a market value equal to or

greater than three times their annual cash retainer. Each NEO and non-employee director must achieve the minimum

equity investment within five years from the later of the adoption of the guidelines (for NEOs and non-employee directors

in place at that time of the adoption of the guidelines) and the date of such NEO’s or non-employee director’s appointment

(for subsequently appointed NEOs and non-employee directors). All of our NEOs and non-employee directors are, or are

expected to be within the time ascribed in our ownership guidelines, in compliance with our minimum equity ownership

guidelines.


Position	Ownership Requirement Multiple
Chief Executive Officer	5x Base Salary
President	4x Base Salary
Other NEOs	3x Base Salary
Non-Employee Directors	3x Cash Retainer

Grant Policies and Practices

We do not grant stock options, stock appreciation rights, or similar option-like instruments and, as such, we do not

have any policy or practice in place on the timing of such awards in relation to the disclosure of material non-public

information.

Consideration of 2025 Say-on-Pay Vote

At our 2025 Annual Meeting of Stockholders, we held our first advisory vote on the compensation of our named

executive officers. Our stockholders approved the compensation of our named executive officers, with approximately 87%

of the votes cast in favor of the proposal. The Compensation Committee considered this result, along with other relevant

factors, in evaluating our executive compensation program for 2025. The Compensation Committee believes this level of

support reflects stockholder alignment with our compensation philosophy and approach and did not make material

changes to the overall structure of our executive compensation program in direct response to the vote. The Compensation

Committee will continue to consider the results of say-on-pay votes, stockholder feedback, and other relevant factors

when making compensation decisions for our named executive officers.

In connection with our 2025 Annual Meeting, stockholders also cast an advisory vote on the frequency of future

advisory votes on executive compensation. Based on the results of that vote, and consistent with the recommendation of

the Board of Directors, the Board determined to hold an advisory vote on executive compensation once every three years.

Accordingly, the next say-on-pay vote is expected to occur at our 2028 Annual Meeting of Stockholders.

COMPENSATION TABLES

Summary Compensation Table

The following table summarizes the total compensation paid to or earned by each of our NEOs in the applicable year:


Name and Principal Position	Year	Salary(1) ($)	Cash Bonus(2) ($)	Equity Bonus Awards(3) ($)	Long-Term Incentive Awards(4) ($)	Aggregate Incremental Accounting Expense(5) ($)	All Other Compensation(6) ($)	Total ($)
Peter A. Weinberg Chairman	2025	500,000	—	—	—	—	10,500	510,500
	2024	500,000	1,500,000	—	—	1,626,823	10,500	3,637,323
	2023	500,000	—	1,115,312	10,246,838	—	10,500	11,872,650
Andrew Bednar Chief Executive Officer	2025	500,000	1,000,000	3,636,553	—	—	10,500	5,147,053
	2024	500,000	22,895,500	2,999,629	—	975,555	10,500	27,381,184
	2023	500,000	4,846,000	1,032,935	6,015,135	—	10,500	12,404,570
Dietrich Becker President(7)	2025	507,210	2,496,528	3,521,574	—	—	20,288	6,545,600
	2024	491,915	4,769,796	1,872,760	—	—	19,677	7,154,148
	2023	478,643	3,209,585	1,040,385	—	—	17,550	4,746,163
Alexandra Gottschalk Chief Financial Officer	2025	500,000	1,245,000	385,903	595,750	—	10,500	2,737,153
Alexandra Gottschalk Chief Financial Officer	2024	500,000	1,217,500	177,675	—	95,416	10,500	2,001,091

(1)Amounts shown in this column reflect the annual base salary earned by each of our NEOs during the applicable calendar year.

(2)Amounts shown in this column represent the cash bonuses paid to or earned by each of our NEOs in respect of performance during the

applicable calendar year. In accordance with SEC rules, the entire cash portion of our annual incentive bonuses for each of 2025, 2024 and

2023 performance is reported in the “Cash Bonus” column of the Summary Compensation Table for the applicable year. Our annual incentive

bonuses for 2025, 2024 and 2023 were paid partly in cash and partly in service-based RSUs granted under the Incentive Plan, except for Mr.

Weinberg, whose annual incentive bonus for 2024 was paid entirely in cash, as described in greater detail in the section above entitled

“Compensation Discussion & Analysis—Executive Compensation Elements—Annual Incentive Bonuses." Mr. Weinberg did not participate in

our annual incentive bonus program for 2023 or 2025. A portion of the annual incentive bonus paid to Mr. Bednar in February 2025

($7,000,000) is subject to a repayment agreement, with retention terms that are generally consistent with the forfeiture provisions in our

service-based RSUs.

(3)Amounts shown in this column represent the grant date fair value, calculated in accordance with ASC 718, of the equity-based portion of our

annual incentive bonuses (the “Equity Bonus Awards”) granted to each of our NEOs for 2024, 2023 and 2022 performance. The Equity Bonus

Awards for 2024 performance were granted to each of our NEOs (other than Mr. Weinberg) in the first quarter of 2025 on the fifth trading day

after our earnings release date for the year ended December 31, 2024. The Equity Bonus Awards for 2023 performance were granted to each

of our NEOs in the first quarter of 2024 on the fifth trading day after our earnings release date for the year ended December 31, 2023. The

Equity Bonus Awards for 2022 performance were granted to each of our NEOs in the first quarter of 2023 on the tenth trading day after our

earnings release date for the year ended December 31, 2022. The amounts set forth in the “Equity Bonus Awards” column with respect to the

Equity Bonus Awards granted to each of our NEOs for 2024, 2023 and 2022 performance are based on the closing price of our Class A

common stock on the date of grant of $23.83, $13.30 and $10.15 per share, respectively. The Equity Bonus Awards for 2025 performance

were granted to each of our NEOs (other than Mr. Weinberg) in the first quarter of 2026 on the fifth trading day after our earnings release date

for the year ended December 31, 2025. In accordance with SEC rules, the grant date fair value of such awards are not reported in the “Equity

Bonus Awards” column of the Summary Compensation Table above for 2025 but will instead be included in the “Equity Bonus Awards” column

of the Summary Compensation Table for 2026. The Equity Bonus Awards for 2025 performance were granted to Messrs. Bednar and Becker

and Ms. Gottschalk with grant date fair values in the amounts of $4,815,945, $2,290,133 and $692,580, respectively. Mr. Weinberg did not

participate in our annual incentive bonus program for 2025. The Equity Bonus Awards are service-based RSUs that generally vest in equal

installments over three years, subject generally to continued service on each vesting date.

(4)The amount shown in this column for Mr. Weinberg represents the incremental compensation cost, calculated in accordance with ASC 718,

recognized by the Company in connection with the modification in 2023 of the performance-based LTIPs previously granted to him in August

2021 as part of the Original LTIP Grant in connection with the 2021 Business Combination. The amount shown in this column for Mr. Bednar

represents the grant date fair value, calculated in accordance with ASC 718, of the additional performance-based LTIPs granted to him in 2023

in connection with his appointment as CEO effective as of January 1, 2023. These performance-based LTIPs (including the modification of Mr.

Weinberg’s original grant) are described in greater detail in the section above entitled “Compensation Discussion & Analysis—Executive

Compensation Elements—Long-Term Incentive Awards and Other Performance-Based Awards." The amount shown in this column for Ms.

Gottschalk represents the grant date fair value, calculated in accordance with ASC 718, of the retention award granted to her in February 2025

in the form of service-based RSUs that cliff-vest on the third anniversary of the grant date.

(5)In 2024, certain interests in PWP OpCo (referred to as “VCUs” and “ACUs”) held by our limited partners (including those of Messrs. Weinberg

and Bednar and Ms. Gottschalk) were modified accordance with ASC 718 from equity-classified to liability-classified awards, which caused

changes in fair value to be recorded as incremental equity-based compensation expense through the date of vesting. Mr. Becker's VCUs and

ACUs were not required to be modified under ASC 718. Amounts shown in this column represent the incremental compensation expense,

calculated in accordance with ASC 718, recognized by the Company in 2024 in connection with the accelerated vesting of these VCUs and

ACUs in the second quarter of 2024. For more detailed information regarding the accelerate vesting of these VCUs and ACUs, please refer to

the section entitled "Compensation Discussion and Analysis—Reorganization of Professional Partners and Vesting of VCUs and ACUs"

beginning on page 21 of our 2025 Proxy Statement.

(6)Amounts shown in this column represent (i) for Messrs. Weinberg and Bednar and Ms. Gottschalk, the employer safe harbor non-elective

contributions made to them in respect of their participation in the Company’s 401(k) plan in the applicable calendar year and (ii) for Mr. Becker,

the employer contributions made in respect of his participation in the Company’s defined contribution pension scheme in the U.K. in the

applicable calendar year, each of which are described in more detail in the section above entitled “Compensation Discussion & Analysis—

Executive Compensation Elements—Retirement Arrangements.”

(7)Amounts shown in this table for Mr. Becker, other than in the “Equity Bonus Awards” column, have been converted from pounds sterling to

U.S. dollars using the exchange rates of approximately $1.32, $1.28 and $1.24 for 2025, 2024 and 2023, respectively.

Grants of Plan-Based Awards in Fiscal Year 2025

The following table sets forth the equity-based awards (all of which are "plan-based" awards) granted to our NEOs in

2025:


Named Executive Officer	Grant Date	All Other Stock Awards: Number of Shares of Stock or Units(1)	Grant Date Fair Value of Stock Awards(2) ($)
Andrew Bednar	2/14/2025	152,604	3,636,553
Dietrich Becker	2/14/2025	147,779	3,521,574
Alexandra Gottschalk	2/14/2025	41,194	981,653

(1)Represents (i) service-based RSUs granted in 2025 to Messrs. Bednar and Becker and Ms. Gottschalk in respect of the equity-based portion

of our annual incentive bonuses for 2024 performance that are generally subject to a service-based vesting schedule over a three-year period

following the date of grant and (ii) a retention award granted to Ms. Gottschalk in the form of 25,000 service-based RSUs that cliff-vest on the

third anniversary of the grant date.

(2)The grant date fair values were computed in accordance with ASC 718.

Outstanding Equity Awards at Fiscal Year End for 2025

The following table summarizes the outstanding equity-based awards held by each of our NEOs as of December 31,

2025:


	Stock Awards
Named Executive Officer	Number of Shares or Units of Stock That Have Not Vested(1)	Market Value of Shares or Units of Stock That Have Not Vested(2) ($)
Peter A. Weinberg	1,554,994(3)	26,901,396
Andrew Bednar	2,716,365(4)	46,993,115
Dietrich Becker	1,656,855(5)	28,663,592
Alexandra Gottschalk	62,104(6)	1,074,399

(1)Represents, as of December 31, 2025: (i) performance-based LTIPs held by each of Messrs. Weinberg, Bednar and Becker subject to the

achievement of two types of vesting conditions, both of which must be satisfied for the awards to vest: (x) service-based vesting conditions that

will be satisfied in two installments on the third and fifth anniversaries of the applicable grant date, subject to continued employment on each

vesting date; provided that 50% of the amount earned based on achievement of the performance-based vesting conditions prior to the first

vesting date will remain outstanding and will vest on the second vesting date, subject to continued employment through such date and (y)

performance-based vesting conditions that will be satisfied upon the achievement of closing stock prices equal to $15, $20, $25 and $30 for 20

out of any 30 consecutive trading days prior to the fifth anniversary of the grant date, as measured on the last calendar day of each month,

subject to linear interpolation between the applicable price points; (ii) PSUs held by Ms. Gottschalk subject to the achievement of two types of

vesting conditions, both of which must be satisfied for the awards to vest: (x) service-based vesting conditions that are satisfied in five equal

installments on the 36, 42, 48, 54 and 60 month anniversaries of the grant date and (y) performance-based vesting conditions that are satisfied

upon the achievement of closing stock price hurdles for 20 out of any 30 consecutive trading days equal to $12, $13.50, $15 and $17, in each

case prior to the sixth anniversary of the grant date; (iii) service-based LTIPs held by Mr. Weinberg that vest in three installments on the third,

fourth and fifth anniversaries of the original August 31, 2021 grant date, subject to continued employment; (iv) service-based RSUs granted in

respect of the equity-based portion of our annual incentive bonuses for 2024, 2023 and 2022 performance that are generally subject to a

service-based vesting schedule over a three-year period following the date of grant and (v) service-based RSUs held by Ms. Gottschalk that

cliff-vest on the third anniversary of the grant date. The amounts shown do not include OCUs, VCUs and ACUs, which were fully vested prior

to December 31, 2025.

(2)The market value of the service-based LTIPs and service-based RSUs is based on the closing price of our Class A common stock on

December 31, 2025, which was $17.30. The market value of the performance-based LTIPs and PSUs is based on the number of shares of our

Class A common stock that our NEOs would earn as a result of the LTIPs and PSUs assuming attainment of 100% of the performance-based

vesting conditions during the performance period and the closing price of our Class A common stock on December 31, 2025. As of December

31, 2025, all of the unvested PSUs have attained 100% of their performance-based vesting conditions.

(3)Represents, as of December 31, 2025, (i) 35,330 service-based RSUs, (ii) 969,664 performance-based LTIPs and (iii) 550,000 service-based

LTIPs.

(4)Represents, as of December 31, 2025, (i) 335,329 service-based RSUs and (ii) 2,381,036 performance-based LTIPs.

(5)Represents, as of December 31, 2025, (i) 275,819 service-based RSUs and (ii) 1,381,036 performance-based LTIPs.

(6)Represents, as of December 31, 2025, (i) 54,104 service-based RSUs (including 25,000 service-based RSUs that cliff-vest on the third

anniversary of the grant date) and (ii) 8,000 PSUs.

Stock Vested in 2025

The following table provides information about the vesting of stock awards during 2025. Because we do not grant

option awards to our NEOs, we have not included columns pertaining to option awards in the Stock Vested in 2025 table.


	Stock Awards
Name	Number of Shares Acquired on Vesting	Value Realized on Vesting(1) ($)
Peter A. Weinberg	704,327(2)	15,647,892.48
Andrew Bednar	201,507(3)	4,615,950.68
Dietrich Becker	174,813(4)	3,989,219.87
Alexandra Gottschalk	25,032(5)	566,841.68

(1)For RSUs, amounts realized upon vesting were calculated by multiplying the gross number of shares of our Class A common stock received

upon vesting of the applicable RSUs (without netting any shares surrendered to pay taxes) by our closing stock price on the vesting date.

(2)Includes (i) 154,327 service-based RSUs and (ii) 550,000 service-based LTIPs.

(3)Includes (i) 201,507 service-based RSUs.

(4)Includes (i) 174,813 service-based RSUs.

(5)Includes (i) 17,032 service-based RSUs and 8,000 PSUs.

Pension Benefits for 2025

We do not maintain any defined benefit pension plans for our NEOs.

Nonqualified Deferred Compensation for 2025

We do not maintain any nonqualified deferred compensation plans for our NEOs.

Potential Payments Upon Termination or Change in Control

The performance-based LTIPs held by each of Messrs. Weinberg, Bednar and Becker are subject to the achievement

of service-based and performance-based vesting conditions, both of which must be satisfied for the awards to vest. Upon

a termination of employment without cause or resignation for good reason, a pro-rata portion of the LTIPs will be deemed

to have satisfied the service-based vesting conditions, subject to a 50% floor, and (x) to the extent that the applicable

performance-based vesting conditions have previously been satisfied, will immediately vest, and (y) to the extent that the

applicable performance-based vesting conditions have not previously been satisfied, will remain outstanding and eligible

to vest subject to the achievement of the performance-based vesting conditions.

Upon a termination of employment due to death or disability, the same treatment will apply except that the LTIPs will

not be pro-rated. Upon a change in control, achievement of the performance-based vesting conditions will be measured

as of the change in control date based on the greater of the change in control price, the highest closing stock price

achieved for 20 out of any 30 consecutive trading days prior to the change in control date, and $15, at which point the

awards will continue to vest subject to the satisfaction of the service-based vesting conditions. Upon a termination without

cause or resignation for good reason within 24 months following a change in control, any remaining service-based vesting

conditions will be deemed to be fully satisfied.

For Messrs. Bednar and Becker with respect to the Original LTIP Grant, if the executive’s role as co-president (or any

equivalent or more senior executive officer role), and for Mr. Bednar with respect to the CEO Promotion LTIP Grant, if his

role as CEO (or any equivalent or more senior executive officer roles with Perella Weinberg), is terminated by the

Company without cause but the executive otherwise remains in continuous employment as a working partner, the LTIPs

will remain outstanding subject to the achievement of the applicable service-based and performance-based vesting

conditions based on the executive’s continued employment as a working partner. For Messrs. Bednar and Becker with

respect to the Original LTIP Grant, if the executive resigns as co-president (or any equivalent or more senior executive

officer role), and for Mr. Bednar with respect to the CEO Promotion LTIP Grant, if he resigns as CEO (or any equivalent or

more senior executive officer role), but otherwise remains in continuous employment as a working partner, then only a

pro-rata portion of the LTIPs will remain outstanding and eligible to vest subject to the achievement of the applicable

service-based and performance-based vesting conditions based on the executive’s continued employment as a working

partner.

The service-based LTIPs held by Mr. Weinberg generally vest in three equal installments on the third, fourth and fifth

anniversaries of the original grant date. Upon a termination due to death or disability, any unvested service-based LTIPs

will immediately vest. Upon a termination without cause or resignation for good reason within 24 months following a

change in control, any unvested service-based LTIPs will immediately vest. Upon a termination without cause or

resignation for good reason at any other time, any unvested service-based LTIPs will immediately terminate without the

payment of any consideration.

The PSUs held by Ms. Gottschalk are subject to the achievement of service-based and performance-based vesting

conditions, both of which must be satisfied for the awards to vest. As of December 31, 2025, the applicable performance-

based vesting conditions have already been achieved. Upon a termination of employment without cause or resignation for

good reason, a pro-rata portion of the PSUs will be deemed to have satisfied the service-based vesting conditions, subject

to a 50% floor, and will immediately vest as of the date of such termination. Upon a termination of employment due to

death or disability, the same treatment will apply except that the PSUs will not be pro-rated. Upon a termination without

cause or resignation for good reason within 24 months following a change in control, the PSUs will immediately vest as of

the date of such termination.

The service-based RSUs held by our NEOs generally vest in equal installments on each of the first three

anniversaries of the grant date. The service-based RSUs granted to Ms. Gottschalk in February 2025 cliff-vest on the third

anniversary of the grant date. Upon a termination due to death or disability, any unvested service-based RSUs will

immediately vest. Upon a termination without cause or resignation for good reason, any unvested service-based RSUs will

remain outstanding and eligible to be delivered on the regular vesting dates, subject to continued compliance with the

applicable restrictive covenants. For certain service-based RSUs, upon a qualifying retirement, which may occur upon

resignation after having reached age 56 with at least five years of service (provided that total age plus years of service

must equal at least 65 years of age), applicable unvested service-based RSUs will remain outstanding and eligible to be

delivered on the regular vesting dates, subject to continued compliance with the applicable restrictive covenants. The

NEOs waived these retirement provisions with regard to the service-based RSUs granted in 2022 and 2024, and such

provision did not apply to the service-based RSUs granted to our NEOs in 2025. Upon a termination without cause or

resignation for good reason within 24 months following a change in control, all unvested service-based RSUs will

immediately vest.

Our NEOs are not entitled to receive any cash severance benefits upon any termination of employment.

Payment Upon Termination or Change in Control Table

The following table shows the value of the accelerated vesting of outstanding equity-based awards that our NEOs

would have been eligible to receive if their employment had been terminated in a qualifying termination and/or a change in

control had occurred, in each case, as of December 31, 2025. All amounts shown are estimates only, based on the closing

price of our Class A common stock on December 31, 2025, which was $17.30, and the actual amounts that our NEOs may

receive upon any qualifying termination and/or change in control will vary depending on the facts and circumstances

applicable at the time of the triggering event.


Name	Value of Shares of Common Stock: Termination Due to Death or Disability(1) ($)	Value of Shares of Common Stock: Termination Due to Retirement(2) ($)	Value of Shares of Common Stock: Termination without Cause or for Good Reason(3) ($)	Value of Shares of Common Stock: Termination without Cause or for Good Reason following a Change in Control(4) ($)	Value of Shares of Common Stock: Change in Control(5) ($)
Peter A. Weinberg	21,896,022	611,209	10,811,722	21,896,022	—
Andrew Bednar	38,994,079	559,966	32,742,828	38,994,079	—
Dietrich Becker	21,534,746	591,089	19,299,672	21,534,746	—
Alexandra Gottschalk	1,074,399	—	1,062,618	1,074,399	—

(1)Represents the value, as of December 31, 2025, of: (i) the service-based RSUs held by our NEOs, the service-based LTIPs held by Mr.

Weinberg, and the PSUs held by Ms. Gottschalk, that, in each case, will immediately vest in full upon a termination due to death or disability

and (ii) the performance-based LTIPs held by Messrs. Weinberg, Bednar and Becker for which the applicable performance-based vesting

conditions have been satisfied as of December 31, 2025 but for which the service-based vesting conditions have not yet been satisfied, which

will immediately vest in full upon a termination due to death or disability. No amounts are shown in this column for the performance-based

LTIPs held by Messrs. Weinberg, Bednar and Becker for which the applicable performance-based vesting conditions have not been satisfied

as of December 31, 2025, which will remain outstanding and eligible to vest in full following a termination due to death or disability subject to

the eventual achievement (if any) of the performance-based vesting conditions prior to the fifth anniversary of the grant date.

(2)Represents the value, as of December 31, 2025, of certain service-based RSUs held by each of our NEOs (other than Ms. Gottschalk) that,

upon a qualifying retirement, will remain outstanding and eligible to be delivered on the regular vesting dates, subject to continued compliance

with the applicable restrictive covenants.

(3)Represents the value, as of December 31, 2025, of (i) the service-based RSUs held by our NEOs that, upon a termination without cause or

resignation for good reason, will remain outstanding and eligible to be delivered on the regular vesting dates, subject to continued compliance

with the applicable restrictive covenants, (ii) the PSUs held by Ms. Gottschalk for which the applicable performance-based vesting conditions

have previously been satisfied that, in each case, will immediately vest on a pro-rated basis (subject to a 50% floor) upon a termination without

cause or resignation for good reason and (iii) the performance-based LTIPs held by Messrs. Weinberg, Bednar and Becker for which the

applicable performance-based vesting conditions have been satisfied as of December 31, 2025 but for which the service-based vesting

conditions have not yet been satisfied, which will immediately vest on a pro-rated basis (subject to a 50% floor) upon a termination without

cause or resignation for good reason. No amounts are shown in this column for the performance-based LTIPs held by Messrs. Weinberg,

Bednar and Becker for which the applicable performance-based vesting conditions have not been satisfied as of December 31, 2025, which

will remain outstanding and eligible to vest on a pro-rated basis (subject to a 50% floor) following a termination without cause or resignation for

good reason subject to the eventual achievement (if any) of the performance-based vesting conditions prior to the fifth anniversary of the grant

date. No amounts are shown in this column for the unvested service-based LTIPs held by Mr. Weinberg, which shall immediately terminate

without the payment of any consideration upon a termination without cause or resignation for good reason.

(4)Represents the value, as of December 31, 2025, of the service-based RSUs held by our NEOs, the service-based LTIPs held by Mr.

Weinberg, the PSUs held by Ms. Gottschalk, and the performance-based LTIPs held by Messrs. Weinberg, Bednar and Becker that, in each

case, will immediately vest upon a termination without cause or resignation for good reason within 24 months following a change in control. For

the performance-based LTIPs held by Messrs. Weinberg, Bednar and Becker, for which, upon a change in control, achievement of the

performance-based vesting conditions will be measured as of the change in control date based on the greater of the change in control price,

the highest closing stock price achieved for 20 out of any 30 consecutive trading days prior to the change in control date, and $15, at which

point the awards will continue to vest subject to the satisfaction of the service-based vesting conditions, the amounts shown in the table

assume that the change in control price is equal to the closing price of our Class A common stock on December 31, 2025.

(5)For the performance-based LTIPs held by Messrs. Weinberg, Bednar and Becker, upon a change in control, achievement of the performance-

based vesting conditions will be measured as of the change in control date based on the greater of the change in control price, the highest

closing stock price achieved for 20 out of any 30 consecutive trading days prior to the change in control date, and $15, at which point the

awards will continue to vest subject to the satisfaction of the service-based vesting conditions. No amounts are shown in this column because

the performance-based LTIPs held by Messrs. Weinberg, Bednar and Becker do not immediately vest in full upon change in control and will

remain subject to the applicable service-based vesting conditions following such change in control.

Pay Versus Performance

The table below shows compensation actually paid (as defined by the SEC in Item 402(v) of Regulation S-K) for our

NEOs and our financial performance for the years shown in the table. For purposes of this discussion, our Chief Executive

Officer is also referred to as our principal executive officer or “PEO” and our other NEOs are referred to as our “Non-PEO

NEOs”:

Pay Versus Performance Table


					Value of Initial Fixed $100 Investment Based On
Year(1)	Summary Compensation Table Total for PEO ($)	Compensation Actually Paid to PEO(2) ($)	Average Summary Compensation Table Total for Non-PEO NEOs ($)	Average Compensation Actually Paid to Non-PEO NEOs(2) ($)	Total Shareholders Return(3) ($)	Peer Group Total Shareholders Return(4) ($)	Net Income (Loss) ($m)	Revenue ($m)
2025	5,147,053	(16,027,040)	3,264,418	(6,131,900)	147	151	48	751
2024	27,381,184	85,738,459	4,264,187	34,884,096	200	131	(89)	878
2023	12,404,570	24,919,916	8,309,407	20,385,231	101	100	(112)	649
2022	6,756,430	(9,469,511)	5,840,831	(5,872,028)	79	89	(32)	632

(1)NEOs included in these columns reflect the following individuals:


Year	PEO	Non-PEO NEOs
2025	Andrew Bednar	Alexandra Gottschalk, Dietrich Becker, Peter A. Weinberg
2024	Andrew Bednar	Alexandra Gottschalk, Dietrich Becker, Peter A. Weinberg
2023	Andrew Bednar	Dietrich Becker, Peter A. Weinberg
2022	Peter A. Weinberg	Andrew Bednar, Dietrich Becker

(2)Amounts in this column are calculated in accordance with Item 402(v) of Regulation S-K. The following table details the adjustments

prescribed by Item 402(v) to the "Summary Compensation Table" totals to determine the "Compensation Actually Paid" ("CAP") amounts. For

the avoidance of doubt, no equity awards were cancelled due to a failure to meet vesting conditions during the years identified. In addition, all

amounts presented below for "Non-PEO NEOs" are averages of the non-PEO NEO group.


Year	Executive(s)	Summary Compensation Table Total ($)	Deduct: All Stock Awards ($)	Add: Year- end Value of Unvested Equity Awards Granted During Year(a) ($)	Add: Increase/ (Decrease) in Value of Unvested Equity Awards Granted in Prior Years(a) ($)	Add: Value of Equity Awards Granted and Vested During Year(a) ($)	Add: Increase/ (Decrease) in Value of Equity Awards Granted in Prior Years Which Vested During Year(a) ($)	Add: Dividends ($)	Total Compensation Actually Paid ($)
2025	PEO	5,147,053	(3,636,553)	2,640,049	(20,433,114)	—	(290,474)	545,999	(16,027,040)
2025	Non-PEO NEOs	3,264,418	(1,501,076)	1,089,744	(8,695,638)	—	(543,539)	254,190	(6,131,900)
2024	PEO	27,381,184	(3,975,184)	5,376,778	38,909,664	17,733	15,763,698	2,264,586	85,738,459
2024	Non-PEO NEOs	4,264,187	(1,257,558)	1,225,122	18,362,795	15,443	11,092,522	1,181,585	34,884,096
2023	PEO	12,404,570	(7,048,070)	10,327,296	8,637,387	—	31,006	567,727	24,919,916
2023	Non-PEO NEOs	8,309,407	(6,201,268)	1,613,533	15,325,545	23,818	35,097	1,279,099	20,385,231
2022	PEO	6,756,430	(3,555,680)	3,647,391	(18,333,968)	—	—	2,016,316	(9,469,511)
	Non-PEO NEOs	5,840,831	(2,803,780)	2,827,765	(13,231,843)	—	—	1,495,000	(5,872,028)

(a)For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with ASC

718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting

purposes.

The fair value of performance awards was estimated at each valuation date using a Monte Carlo simulation and the key assumptions as

described in Note 12—Equity-Based Compensation to our financial statements for the fiscal year ended December 31, 2025 included in

the Company’s Annual Report on Form 10-K filed with the SEC. The assumptions used were not materially changed from those described

in Note 12—Equity-Based Compensation but were updated at each valuation date to reflect the then-current value of each variable.

EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes certain information about securities authorized for issuance under the Incentive Plan

as of December 31, 2025:


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)(2)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) ($)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a)) (c)
Equity compensation plans approved by security holders:
2021 Omnibus Incentive Plan(1)	21,242,244	—	10,657,730
Equity compensation plans not approved by security holders:
None	—	—	—
Total	21,242,244	—	10,657,730

(1)Pursuant to the Incentive Plan, the maximum number of shares of Class A common stock reserved for issuance pursuant to the General Share

Reserve under the Incentive Plan that may be issued at any time during the term of the Incentive Plan is 13,980,000, as increased on the first

day of each fiscal year of the Company beginning in calendar year 2022 by the number of shares of Class A common stock equal to the

excess, if any, of (i) 15% of the number of outstanding shares of Class A common stock and the outstanding units of PWP OpCo that are

exchangeable for shares of Class A common stock, in each case, on the last day of the immediately preceding fiscal year, over (ii) the number

of shares of Class A common stock reserved and available for issuance in respect to future grants of awards under the Incentive Plan as of the

last day of the immediately preceding fiscal year. In addition, the Transaction Pool Share Reserve under the Incentive Plan was comprised of

10,200,000 shares of Class A common stock, reserved for issuance through the one-year anniversary of the 2021 Business Combination, of

which approximately 7,000,000 shares were granted subject solely to a service-based vesting schedule, and approximately 3,200,000 shares

were granted subject to a service-based and performance-based vesting schedule. As a sub-plan under the Incentive Plan, the French Sub-

Plan under the Incentive Plan does not contain a separate share reserve, and any awards granted under the French Sub-Plan will reduce the

number of shares available for issuance under the Incentive Plan.

(2)Represents service-based vesting RSUs and performance-based vesting RSUs granted pursuant to the General Share Reserve and the

Transaction Pool Share Reserve under the Incentive Plan, including the French Sub-Plan under the Incentive Plan. The weighted-average

exercise price reported in column (b) of the table is blank because the RSUs do not have an exercise price.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to the Company regarding the beneficial ownership of shares of the

Company’s common stock as of March 23, 2026, by:

•each person who is known to be the beneficial owner of more than 5% of any class of the Company’s outstanding

common stock;

•each of the Company’s named executive officers, directors and director nominees; and

•all executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has

beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security,

including options and warrants that are currently exercisable or exercisable within 60 days. Except as described in the

footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed

below has sole voting and investment power with respect to such shares.

The beneficial ownership of the Company common stock below is based on 70,556,186 shares of Class A common

stock and 21,924,506 shares of Class B-1 common stock issued and outstanding as of March 23, 2026.


	Class A Common Stock		Class B-1 Common Stock		% of Combined Voting Power
Name and Address of Beneficial Owner(1)	Number of Shares	%	Number of Shares	%	% of Combined Voting Power
Greater than 5% Beneficial Owners
Fidelity Management & Research Company, LLC(2)	9,603,323	13.61%	—	—	3.31%
Wellington Management Group LLP(3)	3,757,859	5.33%	—	—	1.30%
William Blair Investment Management, LLC(4)	3,678,361	5.21%	—	—	1.27%
PWP VoteCo Professionals LP(5)	—	—	21,924,506	100.00%	75.65%
Named Executive Officers, Directors and Director Nominees
Peter A. Weinberg(6)	1,404,900	1.99%	21,924,506	100.00%	76.14%
Joseph R. Perella(7)	—	—	—	—	—
Robert K. Steel(8)	34,618	*	—	—	*
Dietrich Becker(9)	158,416	*	—	—	*
Andrew Bednar(10)	420,986	*	—	—	*
Alexandra Gottschalk(11)	51,671	*	—	—	*
Jorma Ollila(12)	28,353	*	—	—	*
Jane C. Sherburne(12)	40,507	*	—	—	*
Elizabeth C. Fascitelli(12)	38,505	*	—	—	*
Kristin Mugford(12)	38,505	*	—	—	*
R. Edwin Bennett	—	—	—	—	—
Houda Dabboussi	—	—	—	—	—
All company's directors and executive officers as a group (12 persons)	2,216,461	3.14%	21,924,506	100.00%	76.42%

* Less than 1%.

(1)Unless otherwise noted, the business address of each of the following entities or individuals is 767 Fifth Avenue, New York, New York 10153.

(2)Based on a Schedule 13G/A filed by FMR LLC with the SEC on November 5, 2025. Reflects the securities beneficially owned, or that may be

deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies (collectively, the “FMR

Reporters”) and does not reflect securities, if any, beneficially owned by certain other companies whose beneficial ownership of securities is

disaggregated from that of the FMR Reporters in accordance with SEC Release No. 34-39538 (January 12, 1998). The FMR Reporters have

sole voting power over 9,601,329 of such shares, sole dispositive power over all of such shares and shared voting and dispositive power over

none of such shares. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson

family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC.

The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B

voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their

ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be

deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. The business address of this

stockholder is 245 Summer Street, Boston, MA 02210.

(3)Based on a Schedule 13G/A filed by Wellington Management Group LLP (“Wellington”) with the SEC on February 10, 2026. Reflects securities

owned of record by clients of one or more investment advisers owned by Wellington (the “Wellington Investment Advisers”). Wellington

Investment Advisors Holdings LLP controls directly, or indirectly through Wellington Management Global Holdings, Ltd., the Wellington

Investment Advisers. Wellington Investment Advisors Holdings LLP is owned by Wellington Group Holdings LLP. Wellington Group Holdings

LLP is owned by Wellington. Wellington, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP are beneficial

owners with shared voting power over 1,927,862 of such shares, shared dispositive power over all of such shares, and sole voting and

dispositive power over none such shares. The address for Wellington is c/o Wellington Management Company LLP, 280 Congress Street,

Boston MA 02210.

(4)Based on a Schedule 13G filed by William Blair Investment Management, LLC (“William Blair”) with the SEC on November 12, 2025. Reflects

shares of Class A common stock beneficially owned by William Blair. William Blair has sole voting power over 2,763,555 of such shares, sole

dispositive power over all of such shares and shared voting and dispositive power over none of such shares. The business address of William

Blair is 150 North Riverside Plaza, Chicago, IL 60606.

(5)Shares of Class B-1 common stock are held by VoteCo Professionals. This number correlates to 21.9 million PWP OpCo Class A partnership

units held by current and former working partners, which represents 21.9 million shares of Class A common stock that may be issuable upon

the exchange of 21.9 million PWP OpCo Class A partnership units. VoteCo Professionals is controlled by Professionals GP. Each share of

Class B-1 common stock has ten votes. Concurrently with an exchange of PWP OpCo Class A partnership units for shares of Class A common

stock or cash by a PWP OpCo unitholder who also holds shares of Class B-1 common stock, such PWP OpCo unitholder will be required to

surrender to the Company a number of shares of Class B-1 common stock equal to the number of PWP OpCo Class A partnership units

exchanged, and such shares will be converted into shares of Class A common stock or cash (at the Company’s option) which will be delivered

to such PWP OpCo unitholder (at the Company’s option) at a conversion rate of 1:1000 (or 0.001). Professionals GP is the general partner of

VoteCo Professionals. There is a committee of limited partners at Professionals GP, comprised of our non-independent directors, that has

voting and dispositive power over the securities held by VoteCo Professionals. Mr. Weinberg, in his capacity as Chairman, is the chair of such

committee and has certain rights with respect to the constitution of the committee. The members of the committee disclaim beneficial

ownership of the securities held by VoteCo Professionals, except to the extent of their pecuniary interest therein.

(6)This number excludes 2,903,890 shares of our Class A common stock that may be issuable upon the exchange of (i) 2,900,989 PWP OpCo

Class A partnership units and (ii) 2,900,989 shares of our Class B-1 common stock that Mr. Weinberg holds or will hold, directly or indirectly, on

a fully-vested basis within sixty (60) days. These shares of our Class A common stock represent approximately 3.1% of the shares of our Class

A common stock that would be outstanding if all outstanding such vested partnership units of VoteCo Professionals were exchanged for PWP