MC Form 4: Katherine Pilcher Ciafone Granted Dividend-Equivalent RSUs

Rhea-AI Filing Summary

Moelis & Company (MC) insider report: Katherine Pilcher Ciafone, listed as Chief Operating Officer, received dividend-equivalent Restricted Stock Units (RSUs) that settle into Class A common stock or cash at the company's option. Transactions dated 09/18/2025 show additions to three incentive RSU grants: 2020 Incentive RSUs (1,465.68 underlying shares), 2021 Incentive RSUs (2,784.01 underlying shares) and 2022 Incentive RSUs (5,941.42 underlying shares). Each grant is reported with a $0 acquisition price, reflecting issuance as dividend equivalents that will vest concurrently with the underlying unvested awards. The form is signed by an attorney-in-fact on 09/19/2025.

Positive

• Dividend-equivalent RSUs issued to the COO, aligning compensation with existing long-term incentive awards
• Three award vintages documented (2020, 2021, 2022) with explicit underlying share amounts for transparency
• Total underlying shares reported: 10,191.11 Class A common stock equivalents following the reported transactions

Negative

• None.

Insights

Financial Analyst

TL;DR: COO received 10,191.11 dividend-equivalent RSU underlying shares, a routine compensation adjustment with limited immediate market impact.

The filing documents issuance of dividend-equivalent Restricted Stock Units to an executive, which increases the executive's reported beneficial ownership in three separate incentive grant vintages. The dollar price reported is $0, indicating the units were granted, not purchased. These RSUs vest with the underlying awards and therefore do not represent new immediate exposure to market sale; they align executive compensation with shareholder outcomes but imply potential future share issuance upon settlement.

Corporate Governance Expert

TL;DR: This is a standard dividend-equivalent RSU grant to an officer that follows existing award schedules and requires monitoring of future vesting and settlement.

The disclosure clarifies that the additional RSUs are dividend equivalents tied to previously issued incentive RSUs from 2020, 2021 and 2022 award cycles and will vest concurrently with those underlying awards. The report is procedurally complete, signed by an attorney-in-fact, and does not disclose any amendment or deviation from planned compensation arrangements. Governance implications are routine: dilution and timing depend on future settlement elections by the company.

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^*

Pilcher Ciafone Katherine

(Last) (First) (Middle)

C/O MOELIS & COMPANY

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 Operating 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		12.15		(2)	(2)	Class A Common Stock	12.15	$0	1,465.68	D
2021 Incentive RSUs	$0(1)	09/18/2025		A		23.08		(3)	(3)	Class A Common Stock	23.08	$0	2,784.01	D
2022 Incentive RSUs	$0(1)	09/18/2025		A		49.26		(4)	(4)	Class A Common Stock	49.26	$0	5,941.42	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 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 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 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.

	/s/ Osamu Watanabe as attorney-in-fact for Katherine Pilcher Ciafone	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

Who filed the Form 4 for MC?

The Form 4 reports activity by Katherine Pilcher Ciafone, identified as the Chief Operating Officer.

What transactions are reported on the 09/18/2025 Form 4 for MC?

Issuance of dividend-equivalent Incentive RSUs dated 09/18/2025 for the 2020, 2021 and 2022 incentive RSU grants.

How many underlying shares were reported following the transactions?

1,465.68 (2020 RSUs), 2,784.01 (2021 RSUs), and 5,941.42 (2022 RSUs), totaling 10,191.11 underlying shares.

What price was paid for the RSUs?

Each reported Incentive RSU has a reported acquisition price of $0, reflecting issuance as dividend equivalents.

When was the Form 4 signed?

The form is signed by Osamu Watanabe as attorney-in-fact for Katherine Pilcher Ciafone on 09/19/2025.

Will these RSUs vest immediately?

The filing states the dividend-equivalent RSUs will vest concurrently with the unvested underlying Incentive RSUs from which they derive.