Form 4: WATANABE OSAMU R. reports acquisition/exercise transactions in MC

Rhea-AI Filing Summary

WATANABE OSAMU R. reported acquisition or exercise transactions in a Form 4 filing for MC. The filing lists transactions totaling 7,359 shares. Following the reported transactions, holdings were 5,971 shares.

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

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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^*

WATANABE OSAMU R.

(Last) (First) (Middle)

C/O MOELIS & COMPANY

399 PARK AVE, 5TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

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)
	General Counsel, Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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

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

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

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
2025 Vested Incentive RSUs(1)	(1)	02/12/2026		A		5,971		(2)	(2)	Class A Common Stock	5,971	$0	5,971	D
2025 Special Vested Incentive RSUs(3)	(3)	02/12/2026		A		1,388		(4)	(4)	Class A Common Stock	1,388	$0	1,388	D

Explanation of Responses:

1. Each 2025 Vested Incentive RSU represents the right to receive upon settlement either, at Moelis & Company's option, a share of Class A common stock or an amount in cash equal to the fair market value of such share. Grant of Restricted Stock Units pursuant to the Moelis & Company 2024 Omnibus Incentive Plan.

2. The 2025 Vested Incentive Restricted Stock Units vest at grant and are delivered in equal installments on February 23, 2027, February 23, 2028, February 23, 2029, February 23, 2030 and February 23, 2031. The Vested 2025 Incentive Restricted Stock Units not yet delivered are subject to sale and non-compete restrictions through the applicable Delivery Date.

3. Each 2025 Special Vested Incentive RSU represents the right to receive upon settlement either, at Moelis & Company's option, a share of Class A common stock or an amount in cash equal to the fair market value of such share. Grant of Restricted Stock Units pursuant to the Moelis & Company 2024 Omnibus Incentive Plan.

4. The 2025 Special Vested Incentive Restricted Stock Units vest at grant and are delivered in equal installments on February 23, 2027, February 23, 2028, February 23, 2029, February 23, 2030 and February 23, 2031. The Vested 2025 Incentive Restricted Stock Units not yet delivered are subject to sale and non-compete restrictions through the applicable Delivery Date.

	/s/ Osamu Watanabe	02/17/2026
	** 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.

FAQ

What insider transaction did Moelis & Co (MC) report for Osamu R. Watanabe?

Moelis & Company reported that General Counsel and Secretary Osamu R. Watanabe received grants of restricted stock units as equity compensation. He acquired 5,971 2025 Vested Incentive RSUs and 1,388 2025 Special Vested Incentive RSUs, all awarded at no cash cost under the 2024 Omnibus Incentive Plan.

How many restricted stock units did the Moelis & Co (MC) executive receive?

The executive received 5,971 2025 Vested Incentive RSUs and 1,388 2025 Special Vested Incentive RSUs. These units vest at grant but will be delivered over time in installments from February 23, 2027 through February 23, 2031, subject to specified restrictions until each delivery date.

What do the 2025 Vested Incentive RSUs at Moelis & Co (MC) represent?

Each 2025 Vested Incentive RSU represents the right to receive either one share of Moelis & Company Class A common stock or a cash amount equal to that share’s fair market value, at the company’s option. They were granted pursuant to the Moelis & Company 2024 Omnibus Incentive Plan.

When will the Moelis & Co (MC) RSU awards be delivered to the executive?

Although the RSUs vest at grant, delivery occurs in equal installments on February 23, 2027, February 23, 2028, February 23, 2029, February 23, 2030 and February 23, 2031. Until each delivery date, the vested units not yet delivered remain subject to sale and non-compete restrictions.

Are the Moelis & Co (MC) RSU grants immediately tradeable by the executive?

No, the vested RSUs are not immediately tradeable. While they vest at grant, the underlying shares or cash are delivered in future annual installments through 2031, and the vested but undelivered units are subject to sale and non-compete restrictions until their respective delivery dates.

Under which plan were the Moelis & Co (MC) RSUs granted to the executive?

The RSUs were granted under the Moelis & Company 2024 Omnibus Incentive Plan. Both the 2025 Vested Incentive RSUs and 2025 Special Vested Incentive RSUs give the company the choice to settle in either Class A common stock or cash equal to the share’s fair market value.