Moelis & Co (MC) COO awarded 10,711 LP-based units tied to Class A stock

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Moelis & Company Chief Operating Officer Katherine Pilcher Ciafone reported equity-based compensation awards tied to the firm’s operating partnership. On February 9, 2026, she acquired 8,161 “2024 LP Units” of MCGEH and 2,550 “2024 LTI LP Units” at a price of $0.00 per unit.

The LP Units and LTI LP Units are profits interest awards granted in connection with compensation for the 2024 fiscal year and are redeemable on a one-for-one basis into Class A common stock after vesting and once a required “Book-Up” of profits is achieved. The Compensation Committee certified achievement of this Book-Up on February 9, 2026, but the units remain subject to multi-year time-based vesting through February 23, 2030.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Pilcher Ciafone Katherine

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	2024 LP Units of MCGEH (Granted February 13, 2025)	8,161	$0.00	--
Grant/Award	2024 LTI LP Units of MCGEH (Granted February 13, 2025)	2,550	$0.00	--

Holdings After Transaction: 2024 LP Units of MCGEH (Granted February 13, 2025) — 8,161 shares (Direct); 2024 LTI LP Units of MCGEH (Granted February 13, 2025) — 2,550 shares (Direct)

Footnotes (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. 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 LP Units"). The 2024 LP Units vest over four years as follows: (a) 40% vests on February 23, 2027, and (b) and 20% vests on each of February 23, 2028, February 23, 2029 and February 23, 2030. These 2024 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 Issuers Compensation Committee certified the achievement of the Book-Up. These 2024 LP Units remain subject to the time-based vesting requirements described herein. The redemption rights described herein do not expire. 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.

Form 4 Insider Transactions: What Each Field Means →

02/11/2026 - 06:41 PM

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^*

Pilcher Ciafone Katherine

(Last)

(First)

(Middle)

C/O MOELIS & COMPANY

399 PARK AVE

(Street)

NEW YORK

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)
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2024 LP Units of MCGEH (Granted February 13, 2025)⁽¹⁾	⁽¹⁾	02/09/2026		A⁽²⁾		8,161		⁽²⁾	⁽²⁾	Class A Common Stock	8,161	$0.00	8,161	D
2024 LTI LP Units of MCGEH (Granted February 13, 2025)⁽¹⁾	⁽¹⁾	02/09/2026		A⁽³⁾		2,550		⁽³⁾	⁽³⁾	Class A Common Stock	2,550	$0.00	2,550	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. 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 LP Units"). The 2024 LP Units vest over four years as follows: (a) 40% vests on February 23, 2027, and (b) and 20% vests on each of February 23, 2028, February 23, 2029 and February 23, 2030. These 2024 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 Issuers Compensation Committee certified the achievement of the Book-Up. These 2024 LP Units remain subject to the time-based vesting requirements described herein. The redemption rights described herein do not expire.

3. 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.

	/s/ Osamu Watanabe as attorney-in-fact for Katherine Pilcher Ciafone	02/11/2026
	** 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.
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Source: View Original Filing on SEC EDGAR

FAQ

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

Moelis & Co reported Chief Operating Officer Katherine Pilcher Ciafone acquiring LP-based equity awards. She received 8,161 2024 LP Units and 2,550 2024 LTI LP Units of MCGEH as compensation-related grants, each convertible one-for-one into Class A common stock once relevant vesting and profit-allocation conditions are met.

How many equity units did the Moelis & Co (MC) COO receive in this Form 4?

The COO received 8,161 2024 LP Units and 2,550 2024 LTI LP Units. Both awards are derivative interests in MCGEH that can be redeemed for Class A common stock on a one-for-one basis after specified vesting schedules and a profit allocation “Book-Up” condition are satisfied.

What are Moelis & Co (MC) 2024 LP Units and how do they vest?

The 2024 LP Units are profits interest LP units granted for 2024 compensation. They vest over four years: 40% on February 23, 2027, and 20% on each of February 23, 2028, 2029 and 2030. After vesting and Book-Up, they may be redeemed one-for-one for Class A common shares.

What are Moelis & Co (MC) 2024 LTI LP Units and their vesting schedule?

The 2024 LTI LP Units are long-term incentive LP units granted for 2024 compensation. They vest in three equal installments: 33% on each of February 23, 2028, February 23, 2029 and February 23, 2030. Once vested and Book-Up is met, they are redeemable one-for-one into Class A common stock.

What does the Book-Up condition mean for Moelis & Co (MC) LP unit awards?

The Book-Up condition requires a sufficient amount of profits to be allocated to the LP unit holder. For both 2024 LP Units and 2024 LTI LP Units, the Compensation Committee certified Book-Up achievement on February 9, 2026, but the units still must satisfy their time-based vesting schedules before redemption.

At what price were the Moelis & Co (MC) LP units granted to the COO?

Both the 2024 LP Units and 2024 LTI LP Units were reported at a transaction price of $0.00 per unit. These are profits interest awards granted as part of 2024 fiscal year compensation, rather than open-market purchases, and are subject to vesting and Book-Up conditions for redemption.