Good day, and welcome to the PJT Partners Fourth Quarter 2025 Earnings Call. Today's conference is being recorded. At this time, I would like to turn the conference over to Sharon Pearson, Head of Investor Relations. Please go ahead, ma'am. Thank you very much. Good morning, and welcome to the PJT Partners Full Year and Fourth Quarter 2025 Earnings Conference Call.

I'm Sharon Pearson, Head of Investor Relations at PJT Partners. And joining me today are Paul Taubman, our Chairman and Chief Executive Officer, and Helen Meates, our Chief Financial Officer. Before I turn the call over to Paul, I want to point out that during the course of this conference call, we may make a number of forward-looking statements. These forward-looking statements are subject to various risks and uncertainties, and there are important factors that could cause actual outcomes to differ materially from those indicated in these statements. We believe that these factors are described in the Risk Factors section contained in PJT Partners' 2024 Form 10-Ks, which is available on our website at pjtpartners.com. I want to remind you that the company assumes no duty to update any forward-looking statements. And that the presentation we make today contains non-GAAP financial measures which we believe are meaningful in evaluating the company's performance. For detailed disclosures on these non-GAAP metrics, and their GAAP reconciliations, you should refer to the financial data contained within the press release we issued this morning, also available on our website. And with that, I'll turn the call over to Paul.

Thank you, Sharon. Good morning, everyone, and thank you for joining us to review our fourth quarter and full year results. Across the board, our 2025 results were record-setting as we reported record revenues, record adjusted pretax income, and record adjusted EPS. This strong performance reflects our sustained investment in building the best advisory-focused firm possible. A firm distinguished by its best-in-class talent and its unwavering commitment to a culture of collaboration and teamwork. This firm-wide investment continued in 2025; we added senior talent across industries, capabilities, and geographies. For the year, firm-wide partner headcount increased 12% while total headcount increased 7%. We ended the year with record cash balances of $586 million after directing a record $384 million to share repurchases. Our capital priority remains first and foremost to invest in our firm and our people, and second, to return capital to shareholders and to do so principally through repurchases. After Helen takes you through our financial results, I will review our business performance and outlook in greater detail. Helen?

Thank you, Paul. Good morning. Beginning with revenues, the full year 2025 total revenues were $1.714 billion, up 15% year over year. As Paul mentioned, this was a record result for our firm. All of our businesses had record revenues, with strategic advisory the primary driver of revenue growth for the year. For the fourth quarter, total revenues were $535 million, up 12% year over year, also reflecting a record revenue quarter for our firm. The growth in the fourth quarter was primarily driven by growth in restructuring and PJT Park Hill. Turning to expenses, consistent with prior quarters, we presented the expenses with certain non-GAAP adjustments which are more fully described in our 8-Ks. First, adjusted compensation expense. Full year adjusted compensation expense was $1.15 billion, representing a compensation ratio of 67.1%, which compares to 69% for the full year 2024. Given the higher compensation accrual for the first nine months of the year, the resulting rate for the fourth quarter was 66.2%. We will provide guidance on our 2026 compensation estimate when we report our first quarter results. Turning to adjusted non-compensation expense, total adjusted non-compensation expense was $207 million for the full year 2025, up 12% year over year. The main drivers of the year-over-year increase were higher occupancy costs, driven by additional space in New York and London, and higher travel and business-related expenses. In the fourth quarter, total adjusted non-compensation expense was $54 million, up 16% year over year with the same drivers of year-over-year growth: higher occupancy costs and higher travel and related business-related expenses. As a percentage of revenues, our adjusted non-compensation expense was 12.1% for the full year 2025, and 10.1% for the fourth quarter. We expect our total non-compensation expense in 2026 to grow at a similar rate to 2025, and…

We are in receipt of exchange notices for an additional 850,000 partnership units, and subject to Board approval, we intend to exchange these units for cash. We view the partnership exchanges as an effective way to repurchase shares without impacting the float. Consistent with our capital priorities, we will continue to invest in the business while using excess cash to, over time, reduce our share count. On the balance sheet, we ended the year with a record $586 million in cash, cash equivalents, and short-term investments, and $632 million in net working capital. And we have no funded debt outstanding. Additionally, the Board has approved a quarterly dividend of $0.25 per share. Finally, a note on our revenue reporting. Going forward, we will report our revenue as a single line item and will no longer break out the advisory, placement, and other designations. In our earlier years as a public company, the placement fee line was a reasonable proxy for PJT Park Hill. Today, more than ten years on, with the expansion of our private capital solutions business and the growth in our corporate placement capabilities, that is no longer the case. Given our strategic priority of expanding and further integrating our broad advisory capabilities, these revenue designations do not reflect either how we manage our performance or how we measure our progress. As we have done in the past, we will continue to provide context around the key drivers of our performance. Back to Paul.

Beginning with restructuring. Notwithstanding broadly favorable macroeconomic and capital market conditions, an increasing number of companies continue to grapple with overleveraged balance sheets, challenged business models, technological disruption, and changing consumer preferences and governmental policies. In this environment, demand for our liability management and restructuring advice remained elevated, and we delivered record Q4 and full-year results. Turning to PJT Park Hill. Relatively modest capital returns have further strained an already challenged primary fundraising environment, prompting GPs and LPs alike to pursue alternative liquidity options. While investor interest in secondary products continues to grow, driven by an increasingly appreciated return profile. Against this backdrop, global primary fundraising volumes declined for the fourth straight year, while client interest in private capital solutions and other structured products continued to build. In this push-pull environment, our PJT Park Hill business delivered its strongest quarter ever, enabling full-year results to exceed 2024's record results. Turning to strategic advisory. M&A activity increased sharply in 2025, with global announced volumes up significantly as strength in debt and equity markets, greater confidence regarding regulatory outcomes, as well as improved CEO confidence all served to make this the second-best year ever for announced M&A activity. Our 2025 Strategic Advisory results benefited from this favorable deal environment as well as the continued investment in and maturation of our advisory platform. 2025 strategic advisory revenues significantly outpaced 2024's record levels, with revenues in our Strategic Advisory business reaching record highs for both the fourth quarter and the year. As we look ahead, the broader capital markets M&A environment continues to be highly constructive for deal-making. The momentum in global M&A activity observed in 2025 is likely to carry over through 2026, with strength in debt and equity capital markets, greater confidence regarding regulatory outcomes, and increased CEO confidence all providing ballast.…

We'll take our first question from Devin Ryan with Citizens Bank. Your line is open.

Good morning, Paul. Good morning, Helen. How are you? Very well. Good morning. Want to start with restructuring. Obviously, I think a lot of interest in that business in the industry just as new firms are saying kind of slightly different things on kind of the outlook there. And so I'm curious if you can just give a little more color around the type of activity that you're seeing. Is it kind of amend and extend or kind of comprehensive liability management? Is there more in court? And then just expectations there as we go out, I know you don't have a crystal ball here, but in a world where your M&A activity is kind of normalizing and accelerating nicely, does restructuring maintain? Can it still grow? Or does the normal pattern of it kind of falling off a little bit kind of play out? I'm just curious how thinking about not necessarily the next couple of months, but probably the next twelve to eighteen months. Thanks.

Sure. I think we've been remarkably consistent on this point. Which is we're in a multiyear period of elevated restructuring activity. There are lots of reasons for that. Some of which is the benchmarks and the mindset relate back to historically low interest rates. That were aberrational and we're dealing in a more normalized rate environment today than before. The second is we're dealing in a world that is speeding up, not slowing down. And the technological innovation is fueling our global economy, but at the same time, it's creating winners, and those winners are redefining who the losers are left behind companies are in what industries and which companies. And as a result, you can have a world where you have robust GDP growth, you have broad consensus that the macroeconomic environment is constructive but at the same time, have very concentrated stress in certain industries and with certain companies. And I think that suggests to us that this has legs and is going to continue to play out for a period of time. The reality is we haven't really hit a recessionary environment for an extended period of time. If we were to, then all this commentary sort of gets taken off the board and you're looking at a meaningful leg up. But if you just assume the current economic environment, we think you're going to continue to see robust liability management and restructuring. We have not seen any diminution in that activity. And if anything, we think we're starting to see the very early signs of that growing. In addition, we have every day the goal of broadening our footprint. Broadening our footprint with sponsors, broadening our footprint in industry groups, broadening our footprint geographically. And every day that we broaden that footprint gives us a greater addressable market in which to market those leading liability management and restructuring capabilities. And as we're able to reach a broader group and become relevant to a broader group, that gives us the prospect of continuing to grow our business at rates that may be greater than what the overall liability management or restructuring data suggests.

That's great color, Paul. And then just for my follow-up, want to talk about the kind of platform maturation. You kind of mentioned that a couple of times. Obviously, tremendous growth in Strategic Advisory over the last year or really last decade, but the last handful of years, really, the business has been maturing. So and again, I appreciate you don't break out a segment P&L. Not how you run the firm. But can you help us get comfort around the ability to drive operating leverage off of those investments? Is there any proof points that you're seeing that And then just kind of order of magnitude of operating leverage as the business backdrop transitions to a stronger M&A environment to the extent it does. I don't know if there's a way to think about an algorithm of revenue versus expense growth or just how you would frame just given the growth you've had and then the maturation of some of that growth as well?

Well, I don't think we've had a year to date where our strategic advisory partners writ large have been more productive than in 2025. So clearly, as you just look at the maturation and the progression of our firm, that continues to be up into the right. At the same time, that that me direct to up and to the right, but that doesn't mean that every quarter every year is precisely up into the right. And as an example, one factor is just the pace of investment. And we've made it very clear that when we find individuals who match our expectations for talent relationships, and personal integrity and ability to operate in a culture of teamwork and collaboration we're not going to be shy about onboarding those individuals. So some of these productivity measures get masked from time to time based on what's the rate and pace of investment. So that's why it's never a straight line. And also, the strategic advisory business is a long scale cycle business. So many times, you could be having real impact and effect. And from the KPIs one would look at, you're seeing increased productivity, even if the revenue lags. But I think we look back on 2025, and we're just a fundamentally different firm, and maybe the easiest way to see that is if you just look at our firm-wide revenue, and compare it to 2021, which was the peak year for M&A activity of all time, on that basis, we're up nearly 75% in firm revenues from 2021 to 2025. So just to give you some perspective as to how this continued investment is starting to gel, I think there's been real returns. But we're not satisfied with where we are because we have really high expectations and aspirations. But we're going to just continue to methodically get after all of the white space that we see across the board.

Alright. Thank you, Devin.

We'll take our next question from James Yaro with Goldman Sachs. Your line is open.

Hi, this is Song Jiang stepping in for James. Paul, 2025 was a mega cap M&A driven backdrop. So can do you think can this part of market continue at this pace or improve further in 2026?

I certainly think we're we haven't tasted the full extent of how robust the M&A market can be. But when you have a year like 2025, where depending upon how one counts, volumes are up 35, 40, even even higher than 40%. And you're looking at the second highest revenue year, it becomes a difficult comparison. But I focus less on whether we're going to ring the bell and top tick last year I asked myself, are we in a multiyear period of elevated deal activity? And I think given the current macroeconomic backdrop, the regulatory posture this administration the desire in Europe to address certain issues in terms of industry consolidation and the like, which is perhaps been a a negative for the continent. When I think about the attractive capital markets backdrop, and a world that is speeding up and not slowing down, which means you either need to press your competitive advantage. And one of the ways to do that is with more scale and to use your capabilities to continue to build moats or you find yourself left behind and you need to think about the corporate structure that you have, or you're vulnerable to shareholder activism or you need to pair the mission and focus on areas where you have clear core competencies and advantages. All of that suggests that we should be in a multiyear period of elevated deal activity. It's easy to talk about inflection points or things are going to get better or things are going to get worse. But when you're dealing with quite attractive macro backdrop, the issue is just simply how long is it going to continue, and we think it has legs. But whether we're continuously hitting new highs that's much harder to call.

Thanks. Very helpful. Just a follow-up here. You delivered a meaningful step down in the comp ratio in the quarter. Can you please help us think through the outlook for the comp ratio from here? Thanks.

Well, I think we've said a couple of years ago that when we were delivering our financial results that we thought that based on everything we had seen our compensation as a percentage of revenue had peaked. And it had peaked because we had maximal investment in a period of relatively low velocity M&A activity, and that confluence had caused that ratio to gap out in the short term but we expected that to continue to work its way down. And I think we're done working it down. The question is just simply the pace and rate of that. And that's in part going to be a function of how the markets develop. Over the next couple of years and how strong they are and how much operating leverage we get by revenue growth, but some of it's also going to be the pace of investment. Which is still very much TBD. And we'll report at the end of the first quarter when we deliver our Q1 results our best estimate for what that ratio should be for 2026.

We'll take our next question from Brendan O'Brien with Wolfe Research. Your line is open.

Good morning. Thanks for taking my questions. Was hoping you can help me with something because I'm struggling a little bit here. So hear you loud and clear that restructuring the outlook is pretty good.

But

when we look at the revenues here in the fourth quarter, know you guys flagged in the press release that restructuring was up, but the multiple on the Dealogic revenue was one of the lowest that we've seen in years. So side than what we've been seeing. Me, that suggests that the actual quarter was a little bit lighter on the restructuring. So number one, I'd love to hear you maybe speak to those I know restructuring is chunky, right? So like, that can happen quarter to quarter. But maybe help reconcile when you're thinking about restructuring, could you speak to maybe certain sectors and where you're seeing a lot of activity? There's a lot of out there around software. So curious about what you're seeing in your

business there. Okay. I don't spend a lot of time looking at deal logic data. I just focus on the business that we do. And we are pretty clear in how we communicate to our investors. We had our record quarter in restructuring. Q4 was the best restructuring quarter we've ever had. The year was the best restructuring year we've ever had. And we continue to be constructive and optimistic about the future prospects for our franchise. There can't be any clearer than that. Those are the facts.

Okay. And sectors?

Were you busy in restructuring? Sectors. Look, we're really busy across the board, but I think there are areas. I think you look at challenged industries, of the healthcare complex, there's a lot of pain. Software is an area where will be elevated focus just given events and pressures coming from AI. We've talked consistently about the fact that AI is going to be a disruptor. The whole digitization and the consumption of media has created significant opportunities in media. There are issues in retail, which also come from online versus offline shopping and changing consumer behavior. I think it's broad-based. It's not narrow. Because in many industries, there are companies that are being left behind and their business models took on or suggested they could support a quantum of debt, that as the world moves forward, it's clear that, that was not the right capital structure and companies are increasingly trying to get ahead of these issues, and they're looking at where they're choke points might be in the future as far as covenants for significant maturities and they're using the creativity and deep capital markets and the ability to access public or private markets to come up with a better capital solution. So it's really quite broad-based. And our focus is not narrow. And that's another reason why I have greater confidence that this trend continues. If it was just a couple of very narrow verticals, there's always the risk that, that well runs dry. But that's not what we see.

Got it. Got it. Yes. And look, thanks for that color, strength of the restructuring franchise. That you've built is clearly quite good. Maybe I'm going to try my question a different direction. I know you don't pay attention to deal logic, but we're stuck here using the data that we've got. So could you speak to Park Hill? I know you spoke to challenges in the fundraising environment. But there's also the GPU at secondaries business, which has been better. What did trends in Park Hill revenue trends in Park Hill look like? And was that maybe a little bit weaker just because the fundraising remains so challenging?

I think most of my commentary throughout the year was that we expected the year to come close to or be proximate to the prior year's record performance. 2024 was a record for the Park Hills business. We ended up with a record fourth quarter. And as a result of a record fourth quarter, we created a new full-year record. Our 2025 results eclipsed 2024. I mean, we just step back for a moment, we generated over $500 million of revenues in the quarter. We've never done that before as a firm. Had a record quarter. We pierced $500 million by a significant amount. We had the best quarter ever in restructuring. Had the best quarter ever in strategic advisory. Had the best quarter ever in PJT Park Hill. And the reality is we're dealing with a fourth quarter a year ago we also had records. So we had very tough hurdles there, and we cleared them across the board. So all of the businesses are very well positioned. Going forward. I think as you look at the Park Hill business going forward, you're going to see private capital solutions, structured products and the like increasingly represent the bulk of the revenue opportunity. And that market, as I said in the outlook, is growing meaningfully faster for us than any potential diminution or flatness in the primary fundraising line, which makes us optimistic about the Park Hill business in 2026. So we're feeling pretty good about where we stand at the 2025. Moving into 2026.

Right.

Sure. Absolutely. We'll move next to Jim Mitchell with Seaport Global Securities. Your line is open.

Hey, good morning.

Paul,

last you mentioned that M&A volumes are the second-best year ever. But when we look at sort of the number of deals down for the fourth year in a row last year, so very much a mega cap kind of environment. So I guess number one, are you seeing activity starting to broaden out to more the middle market? And down? And then secondly, for you specifically for PJT, I know you've been looking to build out your touch points with financial sponsors. So just any kind of update on how you're positioned for that maybe middle market recovery among financial sponsors? Thanks. Sure.

So volumes are up meaningfully. Deal count down. Although if you really double click on that, a lot of the reduction in deal count is in the sub-billion dollar transaction. And that's not a place that we play as much in. So in some respects, that's not as broad-based as people might think because a lot of that reduction in deal count is at the much, much smaller level than it is in chunky three, five, $10 billion transactions. That would be the first point. I think the second point is if you look at the buying bench, in private equity in 2021, and then the painful come up as in 2023, when there were somewhere like nine rate hikes in 2023. You've got a very low velocity private equity environment. And I think what we're doing is we're getting back to equilibrium between capital expended and DPI. And we've talked about this. It's not always the easiest way to shift from a fundamental imbalance where all this capital has been called and relatively little of it is monetized. If you do that for a period of time, you create stresses and strains in the system. I think the industry has worked through a lot of it. They haven't worked through all of it. But I would expect that we will continue to see some increasing activity amongst private equity firms as they become more comfortable in monetizing investments at these valuations. And the more that they can monetize, I think that will make it easier for them to be more forward-leaning and commit more capital, and we'll get the ecosystem better linked between sort of capital and capital return. I don't think that it's going to be perfectly imbalanced, which is why we're so constructive on the Private Capital…

That's really helpful. Maybe a quick one for Helen. I appreciate not giving the full-year tax rate, yet, but can you give us any help on the first quarter given the likely quite positive benefit in the first quarter? Any way to think about what the tax rate could be in the first quarter?

Sure. When estimating the taxes, Jim, we look at it over the full year and smooth it over the full year when we do the adjusted effective tax rate. So when we do that, when I gave you the high teens, that anticipated that benefit from the will be early March. So

right. You smooth it out. Okay. Thanks for the time. Yeah. Okay. Thank you.

Thanks,

We'll take our next question from Mike Brown with UBS. Your line is open.

Great. Good morning, Paul and Helen.

Good morning. So

Paul, I wanted to just double click on the Private Client Solutions opportunity here. You've on it a number of times on the call. Just start on the secondary side of the market. What are you expecting from kind of the GP and LP side in terms of the mix in 2026 compared to 2025? And then your positive views there, it sounds like it's kind of a secular growth. But maybe can you unpack a little bit about PJT's opportunity for market share? Opportunity. And then just on the primary side, if you could spend a minute there, we are seeing realizations picking up for the industry. So when could that return of capital start to translate to stronger fundraising on the primary side for Park Hill?

Okay. Why don't we start there? I think that the primary industry across the board is challenged for a variety of reasons, right? One of which is increasingly asset allocators are allocating larger and larger percentages of their allocations to the largest fund complexes. And as a result, many of those have their capabilities in-house. So you're really dealing with the next level. That trend towards consolidating relationships and the like I don't expect to change. I think that's the first thing. I think the second is the performance across the industry has been a bit uneven. And I think the 2021 vintage may choose may turn out to be a less than flattering vintage when history is written. And as a result, there's also the risk that just the absolute allocations to the asset class sort of move away. At the same time, there's immense interest and opportunity in credit in credit products, in structured credit, and I think we're very well positioned there. There's also real opportunities in real estate. And I think that the dynamics today are more favorable than they've been for a considerable period of time. So it's not like one monolithic industry. It's the fact that there were going to be pockets of opportunity always. And in a world where it's more difficult to raise capital, clients are going to be more discerning about whether or not to employ a placement agent if they use a placement agent who to use. I think all of those trends work to our benefit. And the more we solidify those relationships, that puts us in a pole position for more of the opportunities and looks as it relates to private capital solutions. So I think those businesses are highly synergistic as they work together. And I do think that as an asset class, if you just look at how many new funds are being raised, in secondaries, I think, as I said in my prepared remarks, there is an increasing realization of the attractiveness of the secondary opportunity from an investment perspective. The absence of a J curve, the ability to invest alongside sponsors where there's continuity of management specific identification of the assets real track record of performance, and increasingly, those assets that are being presented to the marketplace are the highest quality assets. So I think that, that's going to have a reinforcing effect and that's going to invite more capital. The more capital there is, the ability to run a more competitive process with better price discovery where you have a multitude of providers of capital to choose from. So all of that, I think, is a positive for the industry. And we're very comfortable with our market position, in the sense that we have unique capabilities particularly the secondaries joined with our unique primary distribution. Capabilities. And we expect to gain share in that business as we look at going forward.

Great. Thanks, Paul, for all of that color there. Just wanted to follow-up on the restructuring side. So very positive outlook here for restructuring. That was clear.

Just wanted to ask, you seeing any competition for talent in the restructuring business? You've obviously got premier franchise and leading share. But we did observe that a partner looks like they spun out and creating their own restructuring business and just

curious how you're thinking about

the war for talent and that

restructuring side of the business. Thank you. Look, we're a talent-focused firm, so we're always focused on making sure that we have the best talent and we believe we have the best talent. We believe we have the best culture. And we believe we have tremendous opportunities ahead of us as we start to get at the white space that we have. And I think our franchise enjoys more white space than most anyone else. So we're very comfortable that it is a highly attractive destination. And we'd love nothing more than to continue to invest in our franchise and to add more talent if those opportunities rise. Thanks, Paul. We'll move next

to Alex Bond with KBW. Your line is open.

Thanks. Good morning, everyone. Most of my

questions have been asked already, but maybe a quick one for Helen just on non-comp side. I heard the guide for the year of roughly similar to the year-over-year increase to last year. But maybe if you could just help us think through what are going to be the main drivers there

of the higher nominal amount in 2026, that would be helpful.

Yes. So as I said, we'll give a more refined view in the first quarter. But if you think of the tailwinds going into 2026, we definitely should experience less occupancy growth. We've made some pretty significant investments in New York and London. So that growth should slow. And we're always going to get leverage out of some of our costs around IT infrastructure or some of the professional fees that we have relating to being a public company. So they would be the tailwinds. And I think the headwinds more people bring more travel, more market data, more IT and comm support. So I think against that, that's where we're going to see the growth and just trying to figure out how we manage that. I think it will be fair to say we've been very disciplined in how we manage our expenses. But there are some just activity-related expenses that are going to drive those non-comp up.

Got it. That makes sense. And that's helpful. I'll leave it there. Thank you, everyone. Thank you.

Thank you. That concludes our question and answer period. I would now like to turn the call back over to Mr. Taubman for closing remarks.

Just once again, we want to thank everyone for joining us this morning as we reported our full-year results. We're very excited to get on with 2026 and we look forward to reconvening to report our Q1 results in April. Thank you very much, and have a great day.