Moelis & Company (MC) General Counsel receives dividend-equivalent RSU grants

Rhea-AI Filing Summary

Moelis & Company’s General Counsel and Secretary, Osamu Watanabe, reported awards of dividend-equivalent restricted stock units (RSUs) on 12/04/2025 in a Form 4 filing. These derivative awards carry a conversion or exercise price of $0, reflecting that they are stock-based incentives rather than options requiring a purchase price.

The RSUs were granted as Incentive RSUs tied to earlier unvested RSU awards made on February 19, 2021, February 17, 2022, February 16, 2023, February 15, 2024, and February 13, 2025. Each dividend-equivalent Incentive RSU will vest at the same time as the related underlying unvested Incentive RSUs. Upon settlement, each RSU gives the right to receive either one share of Moelis & Company Class A common stock or an equivalent cash amount, at the company’s option.

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^*

WATANABE OSAMU R.

(Last) (First) (Middle)

C/O MOELIS & COMPANY

399 PARK AVE, 5TH FLOOR

(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)
	General Counsel, Secretary

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2025

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)	12/04/2025		A		21.54		(2)	(2)	Class A Common Stock	21.54	$0	2,224.06	D
2021 Incentive RSUs	$0(1)	12/04/2025		A		40.64		(3)	(3)	Class A Common Stock	40.64	$0	4,195.2	D
2022 Incentive RSUs	$0(1)	12/04/2025		A		58.12		(4)	(4)	Class A Common Stock	58.12	$0	5,999.54	D
2023 Incentive RSUs	$0(1)	12/04/2025		A		61.36		(5)	(5)	Class A Common Stock	61.36	$0	6,333.89	D
2024 Incentive RSUs	$0(1)	12/04/2025		A		63.66		(6)	(6)	Class A Common Stock	63.66	$0	6,571.7	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.

5. Incentive RSUs were issued as dividend equivalents on 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 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	12/05/2025
	** Signature of Reporting Person	Date
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FAQ

What did Osamu Watanabe report in this Moelis & Company (MC) Form 4?

Osamu Watanabe, General Counsel and Secretary of Moelis & Company, reported the receipt of dividend-equivalent Incentive RSUs on 12/04/2025, linked to his existing unvested RSU grants.

What are the key terms of the Incentive RSUs reported by Moelis & Company (MC)?

Each Incentive RSU represents the right to receive, upon settlement, either a share of Moelis & Company Class A common stock or a cash amount equal to that share’s fair market value, at the company’s option, with a stated exercise price of $0.

Why were these Incentive RSUs granted to the Moelis & Company (MC) executive?

The Incentive RSUs were issued as dividend equivalents on Watanabe’s unvested RSUs originally granted on February 19, 2021; February 17, 2022; February 16, 2023; February 15, 2024; and February 13, 2025, including dividend equivalents subsequently issued on those awards.

When will the dividend-equivalent Incentive RSUs reported by Moelis & Company (MC) vest?

The dividend-equivalent Incentive RSUs will vest concurrently with the vesting of the corresponding unvested underlying Incentive RSUs from the 2021, 2022, 2023, 2024, and 2025 grant dates.

Does Osamu Watanabe have to pay anything to receive Moelis & Company (MC) shares from these RSUs?

No, the filing shows a $0 conversion or exercise price for these Incentive RSUs, meaning no purchase price is required when they settle into shares or cash.

What is the relationship of the reporting person to Moelis & Company (MC)?

The reporting person, Osamu Watanabe, is an officer of Moelis & Company, serving as General Counsel and Secretary, as indicated in the Form 4.