Perella Weinberg Partners
04/13/2026 | Press release | Distributed by Public on 04/13/2026 14:27
Private Placement (Form 8-K)
Item 3.02 Unregistered Sales of Equity Securities
On April 13, 2026, as previously announced, Perella Weinberg Partners (together with its affiliates, the "Company") 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 "Acquisition"). In connection with the Acquisition, the Company agreed to issue shares of its Class A common stock, par value $0.0001 per share (the "Common Stock"), to sellers of the membership interests (the "Sellers") as a portion of the purchase consideration. The closing of the Acquisition is subject to customary closing conditions, including receipt of required regulatory approvals, and is expected to occur in the second half of the year.
The share consideration consists of the following components: (i) an aggregate of 1,127,529 shares of Common Stock to be issued at closing; (ii) an aggregate of 2,255,058 additional shares of Common Stock to be issued in three annual tranches on each of the first, second, and third anniversaries of closing, subject to forfeiture in certain circumstances; and (iii) contingent consideration based on fees received from certain client engagements, a portion of which may be payable in shares of Common Stock calculated based on the volume-weighted average trading price of the Common Stock during specified measurement periods.
The shares of Common Stock to be issued as described above will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act for transactions by an issuer not involving a public offering. The Company did not engage in general solicitation or advertising with regard to the issuance. When issued, the securities will be "restricted securities" within the meaning of Rule 144 under the Securities Act and may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. Resales of the securities by the Sellers from time to time will be made pursuant to a registration statement (or a supplement to a registration statement) that the Company has agreed to file, or in reliance on an available exemption under the Securities Act.
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