PJT Partners Inc.

PJT Partners Inc. is a premier, global, advisory-focused investment bank that operates in the financial services industry, which is intensely competitive, highly fragmented and subject to rapid change. The company delivers leading advice to many of the world's most consequential companies, effecting transformative transactions and restructurings and raising billions of dollars of capital globally to support startups and more established companies. The broader capital markets and M&A environment continues to be favorable for deal making, with worldwide M&A announced volumes increasing 49% in 2025 compared with 2024, though the number of transactions declined to a five-year low. Global restructuring and special situations activity remained elevated during 2025 due to liability management, balance sheet restructuring and increasing bankruptcy activity, while fund placement activity remains challenging given the overall slowdown in realizations and the supply of alternative investment opportunities in the market seeking capital.

PJT Partners competes with other investment banking and financial advisory firms, many of which have far greater financial and other resources and the ability to offer a wider range of products and services. The company's key competitive strengths include being a young, entrepreneurial firm with global market leadership, a client-centric approach, being a premier destination for talent, collaboration embedded in culture, and operating as one integrated firm with highly complementary businesses. PJT Partners was ranked #1 in both global and United States announced restructurings in three out of the last four years by LSEG Refinitiv and was named International Financing Review Restructuring Advisor of the Year for each of the years 2020 through 2023. PJT Park Hill is the only group among its peers with top-tier, dedicated private equity, alternative credit/hedge funds, real estate, directs and private capital solutions groups.

Substantially all of PJT Partners' revenues are derived from contracts with clients to provide advisory services. Revenue is primarily a function of the number of active engagements, the size and complexity of each engagement, and the fees charged for services. The company provides a range of strategic advisory, shareholder advisory, capital markets advisory, and restructuring and special situations services to corporations, financial sponsors, institutional investors and governments around the world. The amount and timing of fees earned vary by the type of engagement and are typically based on retainers, the completion of a transaction or a capital raise. Fees for closed-end fund arrangements are generally long-term receivables, paid in installments over three or four years with interest charged at an agreed upon rate such as SOFR plus a market-based margin. For open-end fund structures, associated fees are typically calculated as a percentage of a placed investor's month-end net asset value, typically earned over a four year period.

PJT Partners' Strategic Advisory business delivers strategic advice and innovative solutions to clients on transactions including mergers and acquisitions, spin-offs, activism defense, contested M&A, joint ventures, minority investments and divestitures. The capital markets advisory team advises and executes public and private capital raises in the debt and equity capital markets, including debt financings, acquisition financings, structured product offerings, public equity raises including initial public offerings, private capital raises for early and later stage companies, general partner advisory and other capital structure related matters. The geopolitical and policy advisory practice assists corporate boards and management teams with navigating changing geopolitical relationships against the backdrop of evolving political landscapes.

The Restructuring and Special Situations business is one of the world's leading global advisors in liability management, restructurings and special situations, including bespoke financings, tort liability resolutions, distressed M&A and Chapter 11 matters. PJT Park Hill, the company's leading global alternative asset advisory and fundraising business, provides private fund advisory and fundraising services for a diverse range of investment strategies including private equity, alternative credit/hedge funds, real estate, directs and private capital solutions groups. PJT Park Hill's private capital solutions business is a leading advisor to general partners and limited partners on liquidity and other structured solutions. For the year ended December 31, 2025, Advisory Fees were $1,500.4 million ¹, Placement Fees were $181.6 million ², and Interest Income and Other revenues were $31.7 million ³.

On February 6, 2024, the Company announced that the Board authorized a $500 million ⁴ Class A common stock repurchase program, which replaced the then-existing $200 million ⁵ repurchase program authorized on April 25, 2022. As of December 31, 2025, the Company's remaining repurchase authorization was $82.5 million ⁶. During the year ended December 31, 2025, the Company repurchased 1,299,918 ⁷ shares of Class A common stock for $195.2 million ⁸. On July 29, 2024, PJT Partners Holdings LP entered into a syndicated revolving credit agreement providing for a revolving credit facility with aggregate principal amount of up to $100 million ⁹. As of December 31, 2025, there were no borrowings outstanding under the Credit Agreement. The Company and its employees have donated over $12.0 million ¹⁰ to more than 530 ¹¹ global organizations since 2020. In recognition of its 10-year anniversary in October 2025, the Company launched a giving initiative enabling employees who complete 10 ¹² volunteer hours in 2026 to direct a $1,000 ¹³ donation to an approved nonprofit organization.

Total Revenues were $1,713.7 million ¹⁴ for the year ended December 31, 2025, compared with $1,493.2 million ¹⁵ for the year ended December 31, 2024, a 15% ¹⁶ increase. Net Income was $309.7 million ¹⁷ for 2025 compared with $238.5 million ¹⁸ for 2024, a 30% ¹⁹ increase. Net Income Attributable to PJT Partners Inc. was $180.1 million ²⁰ for 2025 compared with $134.4 million ²¹ for 2024, a 34% ²² increase. Diluted EPS was $6.68 ²³ for 2025 compared with $4.92 ²⁴ for 2024. Total Expenses were $1,370.8 million ²⁵ for 2025 compared with $1,222.6 million ²⁶ for 2024, a 12% ²⁷ increase. Income Before Provision for Taxes was $342.9 million ²⁸ for 2025 compared with $270.6 million ²⁹ for 2024, a 27% ³⁰ increase.

PJT Partners' growth strategy includes increasing the breadth and depth of its advisory franchise through footprint expansion, remaining committed to attracting top talent to expand into new industry verticals to serve a broader range of clients. The company continues to expand its global reach through talent additions, strategic investments and senior advisors who can provide additional advice and relationships to key decision makers and sources of capital around the globe. The company also aims to deepen its advisory capabilities by building on its suite of product capabilities to provide clients with deeper expertise in new and evolving areas, including continued investment in technology infrastructure and integration of Artificial Intelligence capabilities into its business. The company intends to continue to grow its non-U.S. business, which is important to its overall success, and for the year ended December 31, 2025, earned 15% ³¹ of total revenues from customers from its international operations.

PJT Partners' growth strategy also includes continued integration of capabilities across its businesses, operating a scaled, diversified global advisory franchise comprised of highly synergistic businesses. The company benefits from close collaboration across all its businesses, increased dialogues with financial sponsors as well as the increased footprint, product expertise and capabilities of its Strategic Advisory business. The company's leading businesses in Restructuring and Special Situations and PJT Park Hill, in partnership with Strategic Advisory, continue to strengthen and expand client relationships and brand reputation in the marketplace. As it relates to private capital solutions, the demand for alternative liquidity vehicles from general partners and limited partners continues to be a driver for increased activity, and barring no major changes in the macroeconomic outlook, the company expects the market to remain favorable in the intermediate term.

Compensation and Benefits expense for the year ended December 31, 2025 was $1,158.0 million ³² compared with $1,032.1 million ³³ for 2024, a 12% ³⁴ increase driven by higher revenues partially offset by a lower accrual rate. Occupancy and Related expenses increased 18% ³⁵ to $59.7 million ³⁶ due to the expansion of the company's global office footprint. Communications and Information Services expenses increased 14% ³⁷ to $37.6 million ³⁸ principally due to continued investments in technology infrastructure, business applications, and higher market data expense. The company manages compensation to estimates of competitive levels based on market conditions and performance, and its compensation expense reflects its objective to attract and retain key personnel by maintaining competitive compensation levels.

The company continues to invest in technology infrastructure and integration of Artificial Intelligence capabilities into its business to further enhance its advisory capabilities. The company's continued investment in senior talent may also increase compensation and benefits expense, as these hires generally do not generate significant revenue in the year they are hired. As of December 31, 2025, the company employed 1,224 ³⁹ individuals globally, including 133 ⁴⁰ partners. The company maintains compensation programs including salaries, annual incentive compensation (that may include components of unrestricted cash, restricted cash and/or equity-based awards) and benefits programs. The company's total rewards package is based on competitive pay and is often structured to include discretionary bonuses that include long-term incentives designed to ensure alignment with shareholders.

The company's capital allocation priorities include share repurchases, with a remaining repurchase authorization of $82.5 million ⁴¹ as of December 31, 2025 under the $500 million ⁴² program authorized on February 6, 2024. The company currently plans to regularly pay quarterly dividends, having declared dividends of $1.00 ⁴³ per share of Class A Common Stock for each of the years ended December 31, 2025, 2024 and 2023. The company intends to cause PJT Partners Holdings LP to make pro rata cash distributions to holders of partnership interests in amounts equal to 50% ⁴⁴ of the taxable income allocated to such holders for purposes of funding their tax obligations. The company has access to a revolving credit facility in an aggregate principal amount of up to $100 million ⁴⁵, and as of December 31, 2025, there were no borrowings outstanding.

The company faces structural headwinds including that during periods of unfavorable market or economic conditions, the number and value of M&A and capital raising transactions may decrease, reducing demand for M&A advisory services. Conversely, during periods of strong market and economic conditions, the number and value of liability management and restructuring and reorganization transactions may decrease, reducing demand for restructuring and special situations services. The company's revenues and profits are highly volatile on a quarterly basis, and high levels of revenue in one quarter will not necessarily be predictive of continued high levels of revenue in future periods. The company's ability to find suitable engagements and earn fees in its PJT Park Hill business depends on the availability of private and public capital for investments in illiquid assets, and certain investors such as public pension plans may have policies prohibiting the use of placement agents.

The company faces execution risks including that its future growth depends on its ability to successfully identify, recruit, motivate and develop talent, and it typically takes time for newly recruited professionals to become effective contributors. The company may face difficulties in or increases in the cost of recruiting and retaining employees of a caliber consistent with its business strategy. Near-term vesting of equity awards and increasing retirement eligible population may diminish retention and motivation of professionals. The company's international operations carry financial, business, regulatory and reputational risks including greater difficulties in managing and staffing foreign operations, language and cultural differences, fluctuations in foreign currency exchange rates, and unexpected changes in trading policies, regulatory requirements, and sanctions. The company is also exposed to risks related to the increasing availability of AI, including misuse of AI technologies, failure of such technologies to perform, and data leakage.

Changing market conditions can materially reduce revenue, as during unfavorable periods the number and value of M&A and capital raising transactions may decrease, while during strong conditions the number of restructuring transactions may decrease. The company's revenues and profits are highly volatile on a quarterly basis, with high revenue in one quarter not predictive of future periods. The company had 255 ⁴⁶ clients that generated fees equal to or greater than $1 million in 2025 compared with 230 ⁴⁷ in 2024, and a significant reduction in fee-paying clients could reduce revenue. The company faces intense competition from large financial institutions with far greater resources, and PJT Park Hill operates in a highly competitive environment with low barriers to entry. The company is subject to extensive regulation in the U.S. and internationally, and failure to comply could result in fines, suspension of personnel, or revocation of registration. As of December 31, 2025, the company had cash, cash equivalents and short-term investments of $585.8 million ⁴⁸, of which $46.9 million ⁴⁹ and $311.3 million ⁵⁰ was invested in Treasury securities and money market funds respectively, and a failure of a banking institution could impact liquidity. The company estimates that if it exercised termination of the tax receivable agreement on December 31, 2025, the aggregate termination payments would be $402.2 million ⁵¹ based on a Class A common stock price of $167.20 ⁵² and an Early Termination Rate of 5.13% ⁵³.

Management's message emphasizes that PJT Partners was built from the ground up to be different, with highly experienced collaborative teams providing independent advice coupled with old-world, high-touch client service. The key themes include the company's culture as a commercial differentiator that attracts, retains, and develops talent to create a world-class firm, and the importance of collaboration anchored in character and differentiated capabilities as a driver of commercial performance. The strategic priorities emphasized for the period ahead include increasing the breadth and depth of the advisory franchise through footprint expansion, deepening advisory capabilities through continued investment in technology infrastructure and AI integration, and continued integration of capabilities across businesses to offer clients a comprehensive and differentiated suite of advisory services. Management notes that the momentum in global M&A observed in the second half of 2025 is likely to carry over through 2026, though market sentiment can change quickly.