Moelis & Co (MC) CFO receives dividend-equivalent RSU awards as compensation

Rhea-AI Filing Summary

Moelis & Company Chief Financial Officer Christopher Callesano reported routine compensation-related awards of Incentive Restricted Stock Units (RSUs). On March 26, 2026, he acquired 4.5000 2021 Incentive RSUs, 14.1900 2022 Incentive RSUs, 14.6200 2023 Incentive RSUs, and 15.5600 2024 Incentive RSUs, all at a grant price of $0.0000 per unit.

Each RSU represents the right, upon settlement, to receive either one share of Class A common stock or cash equal to its fair market value, at the company’s option. The footnotes explain these Incentive RSUs were issued as dividend equivalents on previously granted unvested Incentive RSUs and will vest on the same schedule as those underlying awards. These are non-market, compensation grants rather than open-market purchases or sales.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Callesano Christopher

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	2021 Incentive RSUs	4.5	$0.00	--
Grant/Award	2022 Incentive RSUs	14.19	$0.00	--
Grant/Award	2023 Incentive RSUs	14.62	$0.00	--
Grant/Award	2024 Incentive RSUs	15.56	$0.00	--

Holdings After Transaction: 2021 Incentive RSUs — 388.4 shares (Direct); 2022 Incentive RSUs — 1,224.14 shares (Direct); 2023 Incentive RSUs — 1,261.71 shares (Direct); 2024 Incentive RSUs — 1,343.02 shares (Direct)

Footnotes (1)

1. Each Restricted Stock Unit (RSU) represents the right to receive upon settlement either, at Moelis & Company's option, a share of Class A common stock or an amount of cash equal to the fair market value of such share. Incentive RSUs were issued as dividend equivalents on the holder's unvested underlying Incentive RSUs issued on February 17, 2022 (and dividend equivalents subsequently issued thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs. Incentive RSUs were issued as dividend equivalents on the holder's unvested underlying Incentive RSUs issued on February 16, 2023 (and dividend equivalents subsequently issued thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs. Incentive RSUs were issued as dividend equivalents on the holder's unvested underlying Incentive RSUs issued on February 15, 2024 (and dividend equivalents subsequently issued thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs. Incentive RSUs were issued as dividend equivalents on the holder's unvested underlying Incentive RSUs issued on February 13, 2025 (and dividend equivalents subsequently issued thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs.

Key Figures

2021 Incentive RSUs granted: 4.5000 units 2022 Incentive RSUs granted: 14.1900 units 2023 Incentive RSUs granted: 14.6200 units +3 more

6 metrics

2021 Incentive RSUs granted 4.5000 units Grant/award acquisition on March 26, 2026

2022 Incentive RSUs granted 14.1900 units Grant/award acquisition on March 26, 2026

2023 Incentive RSUs granted 14.6200 units Grant/award acquisition on March 26, 2026

2024 Incentive RSUs granted 15.5600 units Grant/award acquisition on March 26, 2026

RSU grant price $0.0000 per unit All reported Incentive RSU awards

RSUs after 2024 grant 1343.0200 units Total 2024 Incentive RSUs following transaction

Key Terms

Restricted Stock Unit (RSU), Incentive RSUs, dividend equivalents, Class A common stock

4 terms

Restricted Stock Unit (RSU) financial

"Each Restricted Stock Unit (RSU) represents the right to receive upon settlement"

A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.

Incentive RSUs financial

"Incentive RSUs were issued as dividend equivalents on the holder's unvested underlying"

dividend equivalents financial

"Incentive RSUs were issued as dividend equivalents on the holder's unvested underlying"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

Class A common stock financial

"a share of Class A common stock or an amount of cash equal"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Callesano Christopher

(Last) (First) (Middle)

399 PARK AVE

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Moelis & Co [ MC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2021 Incentive RSUs	$0(1)	03/26/2026		A		4.5		(2)	(2)	Class A Common Stock	4.5	$0	388.4	D
2022 Incentive RSUs	$0(1)	03/26/2026		A		14.19		(3)	(3)	Class A Common Stock	14.19	$0	1,224.14	D
2023 Incentive RSUs	$0(1)	03/26/2026		A		14.62		(4)	(4)	Class A Common Stock	14.62	$0	1,261.71	D
2024 Incentive RSUs	$0(1)	03/26/2026		A		15.56		(5)	(5)	Class A Common Stock	15.56	$0	1,343.02	D

Explanation of Responses:

1. Each Restricted Stock Unit (RSU) represents the right to receive upon settlement either, at Moelis & Company's option, a share of Class A common stock or an amount of cash equal to the fair market value of such share.

2. Incentive RSUs were issued as dividend equivalents on the holder's unvested underlying Incentive RSUs issued on February 17, 2022 (and dividend equivalents subsequently issued thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs.

3. Incentive RSUs were issued as dividend equivalents on the holder's unvested underlying Incentive RSUs issued on February 16, 2023 (and dividend equivalents subsequently issued thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs.

4. Incentive RSUs were issued as dividend equivalents on the holder's unvested underlying Incentive RSUs issued on February 15, 2024 (and dividend equivalents subsequently issued thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs.

5. Incentive RSUs were issued as dividend equivalents on the holder's unvested underlying Incentive RSUs issued on February 13, 2025 (and dividend equivalents subsequently issued thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs.

	/s/ Osamu Watanabe as attorney-in-fact for Christopher Callesano	03/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Moelis & Co (MC) report for its CFO?

Moelis & Company’s CFO Christopher Callesano reported awards of Incentive RSUs, not open-market trades. He received multiple small RSU grants as part of compensation, tied to prior unvested Incentive RSUs and issued as dividend equivalents that follow the original vesting schedules.

How many Moelis & Co Incentive RSUs were granted to the CFO in this Form 4?

The filing shows 4.5000 2021 Incentive RSUs, 14.1900 2022 Incentive RSUs, 14.6200 2023 Incentive RSUs, and 15.5600 2024 Incentive RSUs. These RSUs are dividend equivalent grants on existing unvested awards, increasing potential future share or cash delivery when the underlying RSUs vest.

Are the Moelis & Co CFO’s RSU awards open-market purchases or sales?

They are not open-market transactions. The RSUs are coded as “A” (grant or award) and priced at $0.0000 per unit, indicating compensation-related awards. They stem from dividend equivalents on earlier unvested Incentive RSUs rather than discretionary buying or selling of Moelis & Co Class A shares.

What does each Moelis & Co Incentive RSU entitle the CFO to receive?

Each Incentive RSU entitles the holder, upon settlement, to receive either one share of Moelis & Co Class A common stock or cash equal to that share’s fair market value. The company chooses cash or stock, giving flexibility in how compensation is ultimately delivered at vesting.

When will the dividend equivalent Incentive RSUs for Moelis & Co vest?

The filing states that dividend equivalent Incentive RSUs will vest concurrently with the related unvested underlying Incentive RSUs granted in prior years. That means they follow the same vesting schedule as the original RSU awards from 2022, 2023, 2024, and 2025 instead of creating a new separate vesting timetable.

Why did Moelis & Co issue dividend equivalent Incentive RSUs to its CFO?

Dividend equivalent Incentive RSUs compensate the holder for dividends declared while original RSUs are still unvested. Rather than paying cash, Moelis & Co issued additional RSUs tied to those unvested Incentive RSUs, aligning compensation with shareholder distributions while preserving the same vesting timing as the underlying grants.