PWP · Perella Weinberg Partners

Perella Weinberg Partners entered into a Sale and Purchase Deed to acquire 100% of the membership interests of a limited liability partnership organized under the laws of England and Wales. The transaction consideration is structured entirely in equity, comprising 1,127,529 shares of Class A common stock to be issued at closing and 2,255,058 additional shares to be issued in three annual tranches on the first, second, and third anniversaries of closing. The tranche-based structure, subject to forfeiture in certain circumstances, suggests an earnout or retention mechanism tied to the sellers' ongoing involvement or performance. Additionally, contingent consideration based on fees from certain client engagements may be payable in shares, calculated using the volume-weighted average trading price during specified measurement periods. The issuance of approximately 3.38 million shares represents a meaningful dilution factor for existing shareholders, though the exact percentage depends on the current share count. The transaction is being executed in reliance on the Section 4(a)(2) exemption from registration, indicating a private placement to sophisticated sellers. The Company has agreed to file a registration statement for resales by the Sellers. Closing is contingent on regulatory approvals and customary conditions, with an expected timeline in the second half of the year.