Perella Weinberg Partners (PWP)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from the forward-looking statements below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section entitled “Risk Factors” and elsewhere in this Form 10-Q.

Executive Overview

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

For further information regarding our business, refer to “Part I. Item 1. Business” and “Part I. Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on February 27, 2026.

Business Environment

Economic and global financial market conditions impact our financial performance. Our core advisory services benefit from macroeconomic changes that impact our client base and lead them to consider business combinations, acquisitions and divestitures, capital raises and restructurings. We continue to invest in our platform to achieve scale, accelerate growth, and deliver value.

See “Risk Factors” included in our Annual Report on Form 10-K for a discussion of some of the factors that can affect our performance.

Key Financial Measures

Revenues

We operate in a highly competitive environment, and each revenue-generating engagement is separately solicited and negotiated. Our fee-paying client engagements are not predictable, and we may experience fluctuations in revenues from quarter to quarter. To develop new business, we maintain an active business dialogue with existing and potential clients, and we expect to add new clients each year through expanding our relationships, hiring senior advisory professionals, and receiving introductions from our relationship network. However, we also lose clients each year due to various factors, such as sales or mergers, changes in clients’ senior management, and competition from other financial services firms.

Our revenue recognition is often tied to the completion of a transaction, which can be delayed or terminated due to various reasons, including failure to obtain regulatory or board approval, failure to secure financing, or adverse market conditions. Larger transactions may take longer to close, adding unpredictability to the timing of revenues. Despite our efforts, we may receive lower advisory fees or no fee at all if a transaction is not completed. Other barriers to the completion of restructuring transactions include a lack of anticipated bidders, failure to obtain court approval, or a failure to reach an agreement with creditors. In such cases, our advisory fees may be limited to monthly retainer fees plus the reimbursement of expenses.

We do not present our revenue by the type of advice we provide because of the complexity of the transactions on which we may earn revenue and our holistic approach to client service. For instance, a traditional M&A engagement may require additional advisory services, such as capital markets or capital solutions advice or a private capital raise, which may call for cross-functional expertise from our professionals. We focus on dedicating the necessary resources and expertise to each engagement, regardless of product lines, to achieve the desired outcome for our clients. Consequently, tracking the type of advisory service offered in each instance is not practical.

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Operating Expenses

Our operating expenses are classified as (i) total compensation and benefits expenses, including equity-based compensation, and (ii) non-compensation expenses.

Compensation and Benefits Expenses

Our compensation and benefits expenses consist of salaries, bonuses (discretionary awards and guaranteed amounts), severance, payroll and related taxes, benefits, and the amortization of equity-based compensation awards that are subject to a service-based vesting condition, and in some cases, a market-based performance vesting condition. These expenses also include signing bonuses and compensation paid pursuant to guarantees for new hires.

Compensation is determined by management based on revenues earned, headcount, labor market conditions, and anticipated compensation requirements for our employees. Such factors can fluctuate, including headcount and revenues earned, and as a result, our compensation expenses may fluctuate materially in any particular period.

Non-Compensation Expenses

Our non-compensation expenses include the costs of professional fees, technology and infrastructure, rent and occupancy, travel and related expenses, depreciation and amortization and general, administrative and other expenses. Our non-compensation expenses also include certain expenses reimbursed by our clients. Overall, our non-compensation expenses are subject to variability due to multiple factors, including headcount, business needs, and inflation.

Non-Operating Income (Expenses)

Non-operating income (expenses) includes the impact of income and expense items that we consider to be non-operational in nature, which typically includes interest income and expense and other non-operating gains (losses), including the impact of foreign exchange rate fluctuations.

Non-Controlling Interests

Non-controlling interests represent the ownership interests in PWP OpCo held by holders other than Perella Weinberg Partners, which are current and former working partners. Profits and losses of PWP OpCo are allocated to the non-controlling interests in proportion to their ownership interest regardless of their basis.

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Results of Operations

The following is a discussion of our results of operations for the respective periods indicated:

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Revenues

The following table provides revenue statistics for the three and six months ended June 30, 2026 and 2025:

Revenues were $156.5 million for the three months ended June 30, 2026 as compared to $155.3 million for the three months ended June 30, 2025, an increase of 1%. In the current period, higher mergers and acquisitions activity, driven by an increase in the number of related fee events, was partially offset by decreased financing and capital solutions activity.

Revenues were $305.4 million for the six months ended June 30, 2026 as compared to $367.1 million for the six months ended June 30, 2025, a decrease of 17%. The decrease in revenues was driven by a lower average fee per client and decreased financing and capital solutions activity, partially offset by increased mergers and acquisitions activity.

Compensation and Benefits Expenses

For the three months ended June 30, 2026, total compensation and benefits expenses were $115.9 million, an increase of 7% compared to $108.3 million for the three months ended June 30, 2025. The increase was primarily the result of a higher non-bonus compensation base, reflecting the impact of recent investments in new hires. It also reflected Business Realignment costs, including separation and transition benefits and the accelerated amortization of equity-based awards.

For the six months ended June 30, 2026, total compensation and benefits expenses were $238.0 million, a decrease of 8% compared to $257.6 million for the six months ended June 30, 2025. The decrease was primarily driven by a lower discretionary bonus accrual on lower revenues. Excluding the lower bonus accrual, compensation expense increased year-over-year due to a higher non-bonus compensation base, reflecting the impact of recent investments in new hires, and from Business Realignment costs. The higher compensation margin period-over-period reflects the decline in revenues on an absolute dollar basis against a higher non-bonus compensation base.

Non-Compensation Expenses

For the three months ended June 30, 2026, total non-compensation expenses were $35.6 million, a decrease of 6% compared to $38.0 million for the three months ended June 30, 2025. The decrease was primarily driven by lower professional fees due to litigation insurance recoveries in excess of previous estimates, a decrease in rent expense due to sublease income, and lower general, administrative and other expenses. The overall decrease was partially offset by an increase in intangible asset amortization related to the Devon Park Acquisition.

For the six months ended June 30, 2026, total non-compensation expenses were $75.3 million, a decrease of 15% compared to $88.9 million for the six months ended June 30, 2025. The decrease was primarily driven by lower professional fees due to reduced litigation spend coupled with related insurance recoveries in excess of previous estimates, a decrease in bad debt expense, and a decrease in rent expense due to sublease income. This decrease was partially offset by increases in technology costs and intangible asset amortization.

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Non-Operating Income (Expenses)

For the three months ended June 30, 2026, non-operating income was $1.0 million compared to non-operating expenses of $2.7 million for the three months ended June 30, 2025. In the current period, non-operating in

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related notes included elsewhere in this Annual Report on Form 10-K.

Executive Overview

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

For further information regarding our business, refer to “Part I. Item 1. Business” and “Part I. Item 1A. Risk Factors” of this filing.

Business Environment

Economic and global financial market conditions impact our financial performance.

Our core advisory services benefit from macroeconomic changes that impact our client base and lead them to consider business combinations, acquisitions and divestitures, capital raises, restructurings, and liquidity solutions. We continue to invest in our platform to achieve scale, accelerate growth, and deliver value.

See “Part I — Item 1A. Risk Factors” included elsewhere in this Form 10-K for a discussion of some of the factors that can affect our performance.

Key Financial Measures

Revenues

We operate in a highly competitive environment, and each revenue-generating engagement is separately solicited and negotiated. Our fee-paying client engagements are not predictable, and we may experience fluctuations in revenues from quarter to quarter. To develop new business, we maintain an active business dialogue with existing and potential clients, and we expect to add new clients each year through expanding our relationships, hiring senior advisory professionals, and receiving introductions from our relationship network. However, we also lose clients each year due to various factors, such as sales or mergers, changes in clients’ senior management, and competition from other financial services firms.

Our revenue recognition is often tied to the completion of a transaction, which can be delayed or terminated due to various reasons, including failure to obtain regulatory or board approval, failure to secure financing, or adverse market conditions. Larger transactions may take longer to close, adding unpredictability to the timing of revenues. Despite our efforts, we may receive lower advisory fees or no fee at all if a transaction is not completed. Other barriers to the completion of restructuring transactions include a lack of anticipated bidders, failure to obtain court approval, or a failure to reach an agreement with creditors. In such cases, our advisory fees may be limited to monthly retainer fees plus the reimbursement of expenses.

We do not present our revenue by the type of advice we provide because of the complexity of the transactions on which we may earn revenue and our holistic approach to client service. For instance, a traditional M&A engagement may require additional advisory services, such as capital markets or capital solutions advice or a private capital raise, which may call for cross-functional expertise from our professionals. We focus on dedicating the necessary resources and expertise to each engagement, regardless of product lines, to achieve the desired outcome for our clients. Consequently, disaggregation of revenues by type of advisory service offered would not provide a meaningful or reliable basis for presentation.

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Operating Expenses

Our operating expenses are classified as (i) total compensation and benefits expenses, including equity-based compensation, and (ii) non-compensation expenses.

Compensation and Benefits Expenses

Our compensation and benefits expenses consist of salaries, bonuses (discretionary awards and guaranteed amounts), severance, payroll and related taxes, benefits, and the amortization of equity-based compensation awards that are subject to a service-based vesting condition, and in some cases, a market-based performance vesting condition. These expenses also include signing bonuses and compensation paid pursuant to guarantees for new hires.

Compensation is determined by management based on revenues earned, headcount, labor market conditions, and anticipated compensation requirements for our employees. Such factors can fluctuate, including headcount and revenues earned, and as a result, our compensation expenses may fluctuate materially in any particular period.

At the time of the Merger, the Company entered into vesting acceleration agreements with certain holders of Professional Partners Awards to accelerate vesting for all Professional Partners Awards during the second quarter of 2024 (the “Vesting Acceleration”). Prior to the Merger, the amortization expense for the Professional Partners Awards was allocated fully to non-controlling interests. As a result of the Merger, these awards were considered granted by PWP OpCo and PWP OpCo as a whole bore the cost of the cash settlement feature of the awards, which was added in conjunction with the Merger. As a result, subsequent to the Merger, the Company allocated the costs associated with these awards between Perella Weinberg Partners and non-controlling interests in proportion to their ownership interests, which is consistent with the allocation of the other profit and loss activity of PWP OpCo.

Non-Compensation Expenses

Our non-compensation expenses include the costs of professional fees, technology and infrastructure, rent and occupancy, travel and related expenses, depreciation and amortization and general, administrative and other expenses. Our non-compensation expenses also include certain expenses reimbursed by our clients. Overall, our non-compensation expenses are subject to variability due to multiple factors, including headcount, business needs, and inflation.

Non-Operating Income (Expenses)

Non-operating income (expenses) includes the impact of income and expense items that we consider to be non-operational in nature, which typically includes interest income and expense and other non-operating gains (losses), including the impact of foreign exchange rate fluctuations.

Non-Controlling Interests

Non-controlling interests represent the ownership interests in PWP OpCo held by holders other than Perella Weinberg Partners, which are current and former working partners. Profits and losses of PWP OpCo are allocated to the non-controlling interests in proportion to their ownership interest regardless of their basis, with an exception for certain equity-based compensation expense which was fully allocated to non-controlling interests prior to the Merger.

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Results of Operations

The following is a discussion of our results of operations for the years ended December 31, 2025 and 2024. For a discussion of the year ended December 31, 2024 versus 2023, refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations” in our Form 10-K for the year ended December 31, 2024.

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Revenues

The following table provides revenue statistics for the years ended December 31, 2025, 2024, and 2023:

Revenues were $750.9 million for the year ended December 31, 2025 as compared with $878.0 million for the year ended December 31, 2024, representing a decrease of 14%. The decrease was primarily driven by decreased mergers and acquisition revenue, reflecting fewer and smaller transactions compared to prior year, partially offset by higher financing and capital solutions activity.

Compensation and Benefits Expenses

For the year ended December 31, 2025, total compensation and benefits expenses were $535.4 million, a decrease of 32% compared with $784.2 million for the year ended December 31, 2024. The decrease in total compensation and benefits expenses was primarily driven by the Vesting Acceleration that occurred in the prior year period, which resulted in $144.2 million of equity-based compensation expense that did not recur in the current year. The decrease was also the result of a lower bonus accrual in the current year period due to a lower revenue base, despite a higher compensation margin.

Non-Compensation Expenses

For the year ended December 31, 2025, total non-compensation expenses were $167.5 million, a decrease of 3% compared with $172.3 million for the year ended December 31, 2024. The decrease in non-compensation expenses was largely driven by lower general, administrative and other expenses and lower professional fees, partially offset by higher travel and technology costs.

Non-Operating Income (Expenses)

For the year ended December 31, 2025, non-operating income was $3.5 million compared with non-operating income of $10.3 million for the year ended December 31, 2024. The decrease in non-operating income was primarily driven by lower interest income due to lower interest rates and smaller interest-bearing cash balances, as well as a net loss from foreign exchange rate fluctuations in the current period compared to a net gain in the prior year. For both periods, foreign exchange rate fluctuations largely related to U.S. dollar-denominated cash and intercompany balances held by our foreign subsidiaries, including the settlement of such balances.

Income Tax Expense (Benefit)

The Company’s income tax expense and effective tax rate were $3.5 million and 6.8%, respectively, for the year ended December 31, 2025 compared to income tax expense and an effective tax rate of $21.1 million and (30.9)%, respectively, for the year ended December 31, 2024. The cha

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