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

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.

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)
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
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
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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.