PJT Partners (PJT) risk factors, FY2025 10-K

Risks Relating to Our Business

1. 01Changing market conditions can adversely affect our business in many ways, including by reducing the volume of the transactions involving our business, which could materially reduce our revenue40% rewritten
2. 02Our private fund advisory and fundraising business is dependent on the availability of private capital for deployment in illiquid asset classes such as private equity, alternative credit/hedge funds, real estate and directs for clients we serve
3. 03Our revenue in any given period is dependent in part on the number of fee-paying clients in such period, and a significant reduction in the number of fee-paying clients in any given period could reduce our revenue and adversely affect our operating results in such period
4. 04If the number of debt defaults, bankruptcies or other factors affecting demand for our restructuring and special situations services declines, our restructuring and special situations business could suffer24% rewritten
5. 05Our revenues and profits are highly volatile on a quarterly basis and may cause the price of our Class A common stock to fluctuate and decline
6. 06Our failure to appropriately manage actual, potential or perceived conflicts of interest could damage our reputation and materially adversely affect our business
7. 07We may face damage to our professional reputation or negative publicity if our services are not regarded as satisfactory or for any other reasons
8. 08Our business is subject to various cybersecurity and other operational risks96% rewritten
9. 09Climate change, climate change-related regulation and the increased focus on sustainability issues may adversely affect our business and financial results and impact our reputation
10. 10We are exposed to risks related to our insurance coverage
11. 11Our international operations are subject to certain risks, which may affect our revenue
12. 12If our international business increases relative to our total business, these factors could have a more pronounced effect on our operating results
13. 13Fluctuations in foreign currency exchange rates could adversely affect our results
14. 14New lines of business, new jurisdictions, joint ventures, and/or strategic investments may result in additional risks and uncertainties in our business
15. 15We have access to a revolving credit facility in an aggregate principal amount of up to $100 million

Risks Relating to Talent and Competition

1. 16We depend on the efforts and reputations of our Chief Executive Officer and other key personnel31% rewritten
2. 17Our future growth will depend on, among other things, our ability to successfully identify, recruit, motivate and develop talent and will require us to commit additional resources36% rewritten
3. 18Employee or contractor misconduct, which is difficult to detect and deter, could harm us by impairing our ability to attract and retain clients and talent and by subjecting us to legal liability and reputational harm
4. 19We face strong competition from other financial advisory firms, many of which have greater resources and broader product and services offerings than we do
5. 20We experience significant competition when obtaining mandates, and we may experience pricing pressures in our business in the future as some of our competitors may seek to obtain increased market share by reducing fees20% rewritten

Legal and Regulatory Risks

1. 21As a member of the financial services industry, we face substantial litigation and regulatory risks21% rewritten
2. 22Third-party offerings for which we act as an underwriter have certain inherent risks
3. 23Extensive and evolving regulation of our business and the business of our clients exposes us to the potential for significant penalties and fines due to compliance failures, increases our costs and may result in limitations on the manner in which our business is conducted85% rewritten
4. 24also may adversely affect our business, and our ability to function in this environment will depend on our ability to continually monitor and react to these changesNew
5. 25The cost of compliance with international broker-dealer, employment, labor, benefits, privacy and tax laws and regulations may adversely affect our business and hamper our ability to expand internationally

Risks Relating to Our Organizational Structure

1. 26PJT Partners Inc.’s only material asset is its interest in PJT Partners Holdings LP and certain cash and cash equivalents it may hold from time to time, and it is accordingly dependent upon distributions from PJT Partners Holdings LP to pay taxes, make payments under the tax receivable agreement or pay dividends
2. 27A significant portion of the voting power in PJT Partners Inc. is controlled by holders of our Class B common stock, whose interests may differ from those of our public stockholders that hold our Class A common stock
3. 28PJT Partners Inc. may be required to make payments under a tax receivable agreement for most of the benefits relating to certain tax depreciation or amortization deductions that we may claim as a result of certain increases in tax basis
4. 29In certain cases, such as upon a change in control, payments under the tax receivable agreement may be accelerated and/or significantly exceed the actual benefits PJT Partners Inc. realizes in respect of the tax attributes subject to the tax receivable agreement
5. 30Anti-takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable65% rewritten
6. 31following the occurrence of a “Board Change of Control,” rights of limited partners of PJT Partners Holdings LP to consent to certain corporate actions and transactions47% rewritten

Risks Relating to Our Class A Common Stock

1. 32You may be diluted by the future issuance of additional Class A common stock by PJT Partners Inc. and the future issuance of additional Partnership Units by PJT Partners Holdings LP, in each case in connection with our incentive plans, acquisitions or otherwise21% rewritten
2. 33The market price of our Class A common stock may decline due to the large number of shares of our Class A common stock eligible for future sale and large number of Partnership Units eligible for exchange
3. 34Our decision to repurchase shares of our Class A common stock will reduce our public float, which could cause our share price to decline
4. 35The market price of our Class A common stock may be volatile, which could cause the value of our Class A common stock to decline