Business Context and Reporting Period
Company: Perella Weinberg Partners (PWP)
Filing Type: Form 8-K (Current Report)
Date of Report: May 16, 2025
Event: Unregistered Sales of Equity Securities (Item 3.02)
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. The document solely details a specific equity transaction.
Material Changes
On May 16, 2025, the Company executed an exchange of securities pursuant to the Amended and Restated Limited Partnership Agreement of PWP Holdings LP ("PWP OpCo").
- Shares Issued: 1,234,357 shares of Class A common stock.
- Units Exchanged: 1,233,124 Class A partnership units of PWP OpCo.
- Class B Conversion: 1,233,124 shares of Class B common stock held by the exchanging limited partners were automatically converted into Class A common stock at a 1:1000 ratio.
- Counterparty: Certain limited partners of PWP OpCo.
Guidance, Outlook, and Risks
Transaction Mechanics: Holders of PWP OpCo Class A partnership units may exchange units for Class A common stock (1:1 basis), cash from a share offering, or cash from other sources. The Company retains the option to deliver cash or Class A common stock to the exchanging holder.
Regulatory Basis: The issuance was made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933 as a transaction not involving a public offering.
Investor Verification Checklist
- Verify the total number of Class A shares outstanding post-transaction.
- Confirm the impact of the Class B to Class A conversion on the capital structure.
- Review the PWP OpCo Limited Partnership Agreement for future exchange restrictions or procedures.
- Check for any subsequent filings regarding cash settlements if the Company opted for cash in future exchanges.