Perella Weinberg PartnersPWP
Perella Weinberg Partners Stock Compensation Disclosure
Note 12—Equity-Based Compensation
PWP Omnibus Incentive Plan Awards
Concurrent with the Business Combination, the Company adopted the Perella Weinberg Partners 2021 Omnibus Incentive Plan (the “PWP Incentive Plan”), which establishes a plan for the granting of various forms of incentive compensation awards, including RSUs and performance restricted stock units (“PSUs”), measured by reference to PWP Class A common stock (“PWP Incentive Plan Awards”). The PWP Incentive Plan established a reserve for a one-time grant of awards in connection with the Business Combination as well as a reserve for general purpose grants (the “General Share Reserve”). Grantees have rights to dividends declared during the vesting period and receive such dividends only upon vesting in the form of cash or dividend equivalent units. The Company uses newly issued shares of Class A common stock to satisfy vested awards, with the exception of shares issued out of treasury stock for vested awards (and related dividend equivalent units) held by French employees. Pursuant to the PWP Incentive Plan, the number of shares of Class A common stock reserved for issuance from the General Share Reserve increases each year. As of December 31, 2025, 10,657,730 total shares remained reserved and available for future issuance.
In connection with the Business Combination, the Company granted awards in the form of (a) RSUs that vest upon the achievement of service conditions (“Transaction RSUs”) and (b) PSUs that only vest upon the achievement of both service and market conditions, including certain long-term incentive awards granted to management (“Transaction PSUs”).
The following table summarizes the activity related to the Transaction RSUs and Transaction PSUs during the year ended December 31, 2025:
Transaction RSUs | Transaction PSUs | ||||||||||||||||||||||
Number of Shares | Weighted Average Grant Date Fair Value Per Share | Number of Shares | Weighted Average Grant Date Fair Value Per Share | ||||||||||||||||||||
Balance at January 1, 2025 | 1,228,606 | $ | 10.01 | 7,365,964 | $ | 10.04 | |||||||||||||||||
Granted(1) | 1,936 | $ | 13.97 | 9,568 | $ | 12.74 | |||||||||||||||||
| Vested | (550,000) | $ | 9.55 | (1,902,443) | $ | 10.94 | |||||||||||||||||
| Forfeited | — | $ | — | (5,932) | $ | 12.74 | |||||||||||||||||
Balance at December 31, 2025 | 680,542 | $ | 10.40 | 5,467,157 | $ | 9.73 | |||||||||||||||||
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(1)After the Business Combination, grants of Transaction RSUs and Transaction PSUs include only dividend equivalent units that have been awarded in the form of additional units granted from the General Share Reserve.
The Transaction RSUs generally vest in equal annual installments over the requisite service period of to five years from the date of grant. The total fair value of Transaction RSUs that vested during the years ended December 31, 2025, 2024, and 2023 was $12.2 million, $32.0 million, and $10.9 million, respectively. As of December 31, 2025, total unrecognized compensation expense related to unvested Transaction RSUs was $1.7 million, which is expected to be recognized over a weighted average period of 0.7 years.
The service condition requirement with respect to the Transaction PSUs is generally satisfied over to five years from the date of grant. The market condition requirement is satisfied in various increments upon the shares of Class A common stock achieving closing prices ranging from $12.00 to $30.00. As of December 31, 2025, the price targets ranging from $12.00 and $20.00 as well as substantially all of the $25.00 price target were met for the Transaction PSUs.
The total fair value of Transaction PSUs that vested during the years ended December 31, 2025, 2024, and 2023 was $44.3 million, $61.8 million, and $0.2 million, respectively. During the year ended December 31, 2023, the Company modified certain Transaction PSUs held by one employee to remove the market conditions, which resulted in a modification of the awards under ASC Topic 718, Compensation—Stock Compensation. Incremental compensation cost of $10.2 million related to the modification is being recognized over the remaining requisite service period. As of December 31, 2025, total unrecognized compensation expense related to unvested Transaction PSUs was $5.8 million, which is expected to be recognized over a weighted average period of 0.7 years.
General Awards
The Company grants units from the General Share Reserve from time to time in the ordinary course of business in the form of (a) RSUs that vest upon the achievement of service conditions (“General RSUs”) and (b) PSUs that only vest upon the achievement of both service and market conditions (“General PSUs”).
The following table summarizes the activity related to the General RSUs and General PSUs during the year ended December 31, 2025:
| General RSUs | General PSUs | ||||||||||||||||||||||
| Number of Shares | Weighted Average Grant Date Fair Value Per Share | Number of Shares | Weighted Average Grant Date Fair Value Per Share | ||||||||||||||||||||
Balance at January 1, 2025 | 14,684,610 | $ | 11.92 | 1,000,000 | $ | 6.02 | |||||||||||||||||
Granted(1) | 5,612,904 | $ | 23.43 | — | $ | — | |||||||||||||||||
| Vested | (5,925,715) | $ | 11.42 | — | $ | — | |||||||||||||||||
| Forfeited | (277,254) | $ | 18.09 | — | $ | — | |||||||||||||||||
Balance at December 31, 2025 | 14,094,545 | $ | 16.59 | 1,000,000 | $ | 6.02 | |||||||||||||||||
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(1)Includes dividend equivalent units that have been awarded in the form of additional General RSUs that were granted from the General Share Reserve.
General RSUs vest over a requisite service period, which is generally to three years from the date of grant. The weighted-average grant date fair value of the General RSUs granted during the years ended December 31, 2025, 2024, and 2023 was $23.43, $13.91, and $10.23 per award, respectively, which was based on the PWP stock price on the date of grant. The total fair value of General RSUs that vested during the years ended December 31, 2025, 2024, and 2023 was $134.8 million, $62.0 million, and $28.9 million, respectively. As of December 31, 2025, total unrecognized compensation expense related to unvested General RSUs was $129.0 million, which is expected to be recognized over a weighted average period of 1.8 years.
During the year ended December 31, 2023, the Company made a grant of General PSUs with a service condition requirement satisfied over to five years from the date of grant and a market condition requirement satisfied in various increments upon the shares of Class A common stock achieving closing prices ranging from $15.00 to $30.00. No General PSUs vested during the years ended December 31, 2025, 2024 and 2023 and none were granted for the years ended December 31, 2025 and 2024. As of December 31, 2025, the price targets ranging from $15.00 to $20.00 as well as substantially all of the $25.00 price target were met for the General PSUs. As of December 31, 2025, total unrecognized compensation expense related to unvested General PSUs was $1.4 million, which is expected to be recognized over a weighted average period of 1.9 years. The Company estimated the fair value of the General PSUs on the grant date using a Monte-Carlo simulation valuation model with the following assumptions:
| Risk-free interest rate | 4.07 | % | |||
| Dividend yield | 2.72 | % | |||
Volatility factor(1) | 34.93 | % | |||
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(1)Based on historical peer company volatility.
Legacy Awards and Professional Partners Awards
Prior to the Business Combination, Professional Partners granted certain equity-based awards to partners providing services to PWP OpCo (the “Legacy Awards”). In connection with the Business Combination and a related internal reorganization of Professional Partners, existing Legacy Awards were canceled and replaced by converting each limited partner’s capital interests in Professional Partners attributable to PWP OpCo into OCUs, VCUs, and/or ACUs. The OCUs were fully vested upon recapitalization. The VCUs and ACUs (collectively, “Professional Partners Awards”) were held by current working partners and required services to be performed on behalf of PWP OpCo. The Professional Partners Awards were generally subject to a service-based graded vesting schedule over a to five-year requisite service period. Once vested, the Professional Partners Awards became OCUs, other than the cash-settled ACUs referenced below, and are eligible for the same exchange rights as other PWP OpCo Units, subject to certain lock-up periods. Refer to Note 11—Stockholders’ Equity and Redeemable Non-Controlling Interests for more information on exchange rights.
At the time of the Merger, the Company entered into vesting acceleration agreements with certain holders of Professional Partners Awards (the “Accelerated Units”) to accelerate vesting during the second quarter of 2024 (the “Vesting Acceleration”). The Accelerated Units are generally subject to a lock-up period that is identical to the lockup period applicable to such units prior to the Vesting Acceleration. The Company also provided each holder of Accelerated Units that are ACUs the ability to convert a portion of such holder’s ACUs into cash upon vesting in an aggregate amount up to such holder’s estimated tax liability. The principal purpose of the Vesting Acceleration was to facilitate the payment of taxes associated with ACU vesting to align with the treatment of vested restricted stock units of the Company.
As a result of the Merger and Vesting Acceleration, certain Professional Partners Awards were modified from equity-classified to liability-classified awards with changes in fair value generally recorded as incremental equity-based compensation expense through the date of vesting. During the year ended December 31, 2024, the Company recorded $130.3 million of equity-based compensation expense related to the acceleration of the Professional Partners Awards. Of that amount, $69.5 million was related to liability-classified awards.
In connection with the Vesting Acceleration, the Company paid or accrued a combined $86.6 million in settlement of 6,149,211 ACUs and corresponding shares of Class B common stock. Of that amount, the Company paid $60.6 million in settlement of liability-classified ACUs and $15.7 million for withholding tax payments on equity-classified ACUs and the settlement of other liabilities. These amounts are included within cash flows from operating activities and financing activities, respectively, on the Consolidated Statement of Cash Flows for the year ended December 31, 2024. As of December 31, 2024, $10.3 million of withholding taxes payable related to the Vesting Acceleration is included in Accounts payable, accrued expenses and other liabilities on the Consolidated Statement of Financial Condition. As of December 31, 2025, the amount was fully settled.
Prior to the Merger, all of the compensation expense and corresponding capital contribution associated with the Legacy Awards and Professional Partners Awards were allocated to Non-controlling interests on the Consolidated Statements of Operations and Consolidated Statements of Financial Condition as the granting of the Professional Partners Awards did not change Professional Partners’ interest in PWP OpCo and did not economically dilute Perella Weinberg Partners shareholders relative to Professional Partners. As a result of the Merger, the Professional Partners Awards are held directly at PWP OpCo and PWP OpCo as a whole bears the cost of the cash settlement feature of the awards. As a result, subsequent to the Merger, the Company allocated the remaining cost associated with the Professional Partners 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.
The following table presents the expense related to equity-based awards that were recorded in Professional fees and components of Equity-based compensation included on the Consolidated Statements of Operations:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Professional fees | |||||||||||||||||
| PWP Incentive Plan Awards | $ | 736 | $ | 1,500 | $ | 2,089 | |||||||||||
| Equity-based compensation | |||||||||||||||||
| PWP Incentive Plan Awards | $ | 109,759 | $ | 114,058 | $ | 104,159 | |||||||||||
Legacy Awards | — | — | 9,674 | ||||||||||||||
| Professional Partners Awards (equity-classified) | — | 74,736 | 68,542 | ||||||||||||||
| Professional Partners Awards (liability-classified) | — | 69,502 | — | ||||||||||||||
| Total Equity-based compensation | $ | 109,759 | $ | 258,296 | $ | 182,375 | |||||||||||
| Income tax benefit of equity-based awards | $ | 18,645 | $ | 19,526 | $ | 14,485 | |||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.