Moelis & Company (NYSE: MC) CEO reports major LP unit equity awards

Rhea-AI Filing Summary

Moelis & Company’s Chief Executive Officer and director Navid Mahmoodzadegan reported multiple equity-based compensation awards linked to limited partnership units of MCGEH on February 9, 2026. These derivative awards are structured as LP Units that may each be redeemed one-for-one for shares of Class A Common Stock under MCGEH’s partnership agreement.

The transactions include grants or award-related acquisitions of 3,416.39 2022 Performance LP Units (including dividend equivalents), 184,519 2024 Vested LP Units, 51,007 2024 Long Term Incentive LP Units, and 453,762.06 2025 Performance LP Units and related dividend equivalents. All were reported at a price of $0 per unit as compensation awards.

Vesting and redemption depend on conditions such as a “Book-Up” of profits, specified dividend-adjusted stock price hurdles for certain performance units, and multi-year service-based vesting schedules extending to dates including February 2028–2030 and September 2028–2030. The redemption rights for these LP Units and related dividend equivalents do not expire once vesting and Book-Up conditions are satisfied.

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^*

MAHMOODZADEGAN NAVID

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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
2022 Performance LP Units of MCGEH (Granted Feb 16, 2023)(1)	(1)	02/09/2026		A(2)		3,416.39(3)		(4)	(4)	Class A Common Stock	3,416.39	$0	74,254.17	D
2024 Vested LP Units of MCGEH (Granted February 13, 2025)(1)	(1)	02/09/2026		A(5)		184,519		(5)	(5)	Class A Common Stock	184,519	$0	184,519	D
2024 LTI LP Units of MCGEH (Granted February 13, 2025)(1)	(1)	02/09/2026		A(6)		51,007		(6)	(6)	Class A Common Stock	51,007	$0	51,007	D
2025 Performance LP Units of MCGEH (Granted June 9, 2025)(1)	(1)	02/09/2026		A(7)		453,762.06(8)		(9)	(9)	Class A Common Stock	453,762.06	$0	453,762.06	D

Explanation of Responses:

1. Limited partnership units of MCGEH may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of MCGEH.

2. Reflects dividend equivalents on a profits interest award in the form of LP Units previously granted to the Reporting Person in February 2023 in connection with the compensation for the 2022 fiscal year, which are subject to the performance and time-based vesting requirements described below. These dividend equivalents LP Units may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis after the LP Units become vested and a sufficient amount of profits have been allocated to the holder of the LP Units (the "Book-Up"). On February 9, 2026, the Issuer's Compensation Committee certified the achievement of the Book-Up, and these LP Units remain subject to the performance and time-based vesting requirements described below.

3. Amount reflects 3,416.39 Performance LP Units in dividend equivalents previously granted and included in the Book Up in February of 2026.

4. These Performance LP Units are subject to three conditions in order to vest: (i) a Book-Up, (ii) certain performance conditions based on meeting or exceeding specified dividend adjusted stock price hurdles and (iii) a five year service vesting condition. The target amount of Performance LP Units (and related dividend equivalents) satisfy the time-vesting requirement in equal installments on each of February 16, 2026, 2027 and 2028 and Performance LP Units in excess of the target Performance LP Units (and related dividend equivalents) satisfy the time -vesting requirement on February 16, 2028. The redemption rights described herein do not expire.

5. On February 13, 2025, the Reporting Person was granted a profits interest award in the form of LP Units in connection with compensation for the 2024 fiscal year (the "2024 Vested LP Units"). The 2024 Vested LP Units vest at grant and may be redeemed as follows: (a) 40% on February 23, 2027, and (b) and 20% on each of February 23, 2028, February 23, 2029 and February 23, 2030. These 2024 Vested LP units may be redeemded by the holder for shares of Class A Common Stock on a one-for-one basis beginning on the third anniversary of the grant date (February 2028) and a sufficient amount of profits have been allocated to the holder of the LP Units (the "Book-Up"). On February 9, 2026, the Issuers Compensation Committee certified the achievement of the Book-Up. In addition, the 2024 Vested LP Units are subject to sale and non-compete restrictions through the fifth anniversary of the grant date. The redemption rights described herein do not expire.

6. On February 13, 2025, the Reporting Person was granted a profits interest award in the form of Long Term Incentive LP Units in connection with compensation for the 2024 fiscal year (the "2024 LTI LP Units"). The 2024 LTI LP Units vest over three years as follows: 33% vests on each February 23, 2028, February 23, 2029 and February 23, 2030. These 2024 LTI LP Units may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis after the LTI LP Units become vested and a sufficient amount of profits have been allocated to the holder of the LTI LP Units (the "Book-Up"). On February 9, 2026, the Issuers Compensation Committee certified the achievement of the Book-Up. These 2024 LTI LP Units remain subject to the time-based vesting requirements described herein. The redemption rights described herein do not expire.

7. On June 9, 2025, the Reporting Person was granted a profits interest award in the form of LP Units in connection with being named Chief Executive Officer, which was previously reported on Form 8-K on June 9, 2025. These LP Units are subject to the performance and time-based vesting requirements described below. These LP Units may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis after the LP Units become vested and a sufficient amount of profits have been allocated to the holder of the LP Units (the "Book-Up"). On February 9, 2026, the Issuer's Compensation Committee certified the achievement of the Book-Up, and these LP Units remain subject to the performance and time-based vesting requirements described below.

8. Amount reflects target award of 450,000 Performance LP Units plus 3,762.06 Performance LP Units in dividend equivalents previously granted and included in the Book Up in February of 2026.

9. These Performance LP Units are subject to three conditions in order to vest: (i) a Book-Up, (ii) certain performance conditions based on meeting or exceeding specified dividend adjusted stock price hurdles and (iii) a five year service vesting condition. At this time, only the Book-Up condition has been met. The target amount of Performance LP Units (and related dividend equivalents) satisfy the time-vesting requirement in equal installments on each of September 30, 2028, 2029 and 2030. The redemption rights described herein do not expire.

	/s/ Osamu Watanabe as attorney-in-fact for Navid Mahmoodzadegan	02/11/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Moelis & Company (MC) report for its CEO?

Moelis & Company reported that Chief Executive Officer Navid Mahmoodzadegan acquired several LP Unit-based awards on February 9, 2026. These include performance, vested, and long-term incentive LP Units in MCGEH that can convert into Class A Common Stock upon meeting vesting and profit allocation conditions.

How many 2024 Vested LP Units did the Moelis (MC) CEO receive?

The CEO received 184,519 2024 Vested LP Units on February 9, 2026. These units relate to 2024 fiscal-year compensation and vest at grant, with staged redemption rights from February 23, 2027 through February 23, 2030, subject to Book-Up, sale restrictions, and non-compete conditions.

What are the key terms of the 2025 Performance LP Units at Moelis (MC)?

The 2025 Performance LP Units total 453,762.06 units, including dividend equivalents. They require a Book-Up, specified dividend-adjusted stock price performance hurdles, and a five-year service vesting condition, with time-vesting scheduled in equal installments on September 30, 2028, 2029, and 2030.

Can Moelis (MC) LP Units held by the CEO be converted into common stock?

Yes. Limited partnership units of MCGEH, including the CEO’s awards, may be redeemed one-for-one for shares of Class A Common Stock. Redemption generally occurs after the units vest and once sufficient profits are allocated under the partnership’s Book-Up requirement, with redemption rights that do not expire.

What did Moelis (MC)’s compensation committee certify on February 9, 2026?

On February 9, 2026, the compensation committee certified achievement of the “Book-Up” condition for several LP Unit awards. This certification confirms sufficient profit allocation, enabling potential future redemptions once remaining performance and time-based vesting requirements for each award type are fully satisfied.

How do the 2024 LTI LP Units for Moelis (MC) CEO vest over time?

The 2024 Long Term Incentive LP Units vest in three equal 33% installments on February 23, 2028, 2029, and 2030. They may be redeemed one-for-one for Class A Common Stock after vesting and satisfaction of the Book-Up condition, with redemption rights that do not expire thereafter.