MC Form 4: Christopher Callesano credited dividend-equivalent RSUs on 09/18/2025

Rhea-AI Filing Summary

Christopher Callesano, Chief Financial Officer of Moelis & Co (MC), reported issuances of dividend-equivalent Restricted Stock Units (RSUs) on 09/18/2025. The Form 4 shows dividend-equivalent Incentive RSUs credited for multiple grant vintages: 2020 (3.65 RSUs; 439.7 shares held after), 2021 (6.3 RSUs; 760.36), 2022 (14.9 RSUs; 1,797.35), 2023 (13.65 RSUs; 1,646.33), and 2024 (13.62 RSUs; 1,642.48). Each RSU represents the right to receive either one share of Class A common stock or a cash amount equal to the fair market value on settlement. The entries are reported as acquisitions (code A) with a reported price of $0, and the dividend-equivalent RSUs vest concurrently with the underlying unvested Incentive RSUs.

Positive

• Increased direct RSU holdings across multiple grant years, with specific post-transaction balances disclosed
• Vesting remains aligned to underlying awards, clarifying that dividend equivalents will vest concurrently with original RSUs

Negative

• No material negative events are disclosed in this Form 4; the filing shows compensation-related issuances only

Insights

Securities Compliance Analyst

TL;DR: Officer filed a routine Form 4 reporting dividend-equivalent RSU issuances across several grant years, increasing direct holdings.

The Form 4 documents dividend-equivalent Incentive RSUs credited on 09/18/2025 for Christopher Callesano. All entries are reported as acquisitions at no cash price, consistent with grant-based dividend equivalents rather than open-market purchases. Holdings after the transactions are explicitly listed for each grant vintage, and vesting is tied to the underlying awards. There is no indication of sales, exercises, or plan purchases that would suggest trading activity beyond compensation-related issuances.

Executive Compensation Specialist

TL;DR: Compensation-related dividend equivalents increased RSU balances for multiple award years; vesting remains aligned with original grants.

The filing shows dividend-equivalent RSUs issued as supplements to unvested Incentive RSUs from 2020 through 2024, each to vest with the corresponding underlying award. The Form 4 lists precise incremental amounts and post-transaction beneficial ownership by vintage, and reports the economic terms: each RSU converts to one Class A share or cash equal to fair market value upon settlement. The pattern and zero-dollar price indicate these are non-purchase compensation credits rather than market transactions.

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^*

Callesano Christopher

(Last) (First) (Middle)

399 PARK AVE

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

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
2020 Incentive RSUs	$0(1)	09/18/2025		A		3.65		(2)	(2)	Class A Common Stock	3.65	$0	439.7	D
2021 Incentive RSUs	$0(1)	09/18/2025		A		6.3		(3)	(3)	Class A Common Stock	6.3	$0	760.36	D
2022 Incentive RSUs	$0(1)	09/18/2025		A		14.9		(4)	(4)	Class A Common Stock	14.9	$0	1,797.35	D
2023 Incentive RSUs	$0(1)	09/18/2025		A		13.65		(5)	(5)	Class A Common Stock	13.65	$0	1,646.33	D
2024 Incentive RSUs	$0(1)	09/18/2025		A		13.62		(6)	(6)	Class A Common Stock	13.62	$0	1,642.48	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 19, 2021 (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 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.

4. 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.

5. 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.

6. 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	09/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Christopher Callesano report on Form 4 for Moelis & Co (MC)?

He reported issuance of dividend-equivalent Incentive RSUs on 09/18/2025 for grant vintages 2020–2024, recorded as acquisitions (code A) at a reported price of $0.

How many RSUs were reported for the 2022 grant vintage?

The filing shows 14.9 dividend-equivalent Incentive RSUs credited for the 2022 vintage and a post-transaction beneficial ownership of 1,797.35 (Class A common stock equivalent).

Do these RSUs vest immediately?

No. The Form 4 states the dividend-equivalent Incentive RSUs will vest concurrently with the unvested underlying Incentive RSUs from each respective grant.

Did Callesano purchase or sell shares in this filing?

No. All reported entries are acquisitions of dividend-equivalent RSUs as compensation (code A) with a reported price of $0; there are no sales or open-market purchases reported.

What economic rights do these RSUs represent?

Each Restricted Stock Unit represents the right to receive, upon settlement, either one share of Class A common stock or a cash payment equal to the fair market value of that share.