MC Form 4: General Counsel Reports Dividend-Equivalent RSU Issuance

Rhea-AI Filing Summary

Osamu Watanabe, General Counsel and Secretary of Moelis & Co (MC), reported receipt of dividend-equivalent Restricted Stock Units (RSUs) on 09/18/2025. The Form 4 shows Incentive RSUs issued as dividend equivalents tied to prior unvested grants from 2020 through 2025 and that each dividend-equivalent RSU will vest with its underlying award. Reported per-grant resulting beneficial ownership figures following the issuance include 2,202.52, 4,154.56, 5,941.42, 6,272.53, and 6,508.04 shares of Class A common stock. The form is signed by Mr. Watanabe on 09/19/2025.

Positive

• Dividend-equivalent RSUs were issued and will vest with underlying awards, maintaining alignment with long-term incentive structure
• Form 4 discloses transaction date (09/18/2025) and is manually signed, indicating compliance with Section 16 reporting
• Beneficial ownership totals reported per underlying grant: 2,202.52, 4,154.56, 5,941.42, 6,272.53, 6,508.04

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Insider received dividend-equivalent RSUs tied to existing unvested awards; no disposals reported.

This Form 4 documents only the issuance of dividend-equivalent RSUs to an executive director/officer, which increases beneficial holdings on paper but does not represent open-market purchases or sales. The awards mirror previously granted unvested Incentive RSUs and vest concurrently with those underlying grants, preserving the original vesting schedule and alignment with long-term compensation practices. There is no indication of accelerated vesting, option exercises, or cash sales that would materially change liquidity or control. For governance review, this is routine compensation administration rather than a change in ownership intent.

Securities/Compliance Analyst

TL;DR: Filing shows compliant reporting of dividend-equivalent RSUs; transactions recorded with dates and signatory.

The Form 4 meets Section 16 disclosure expectations: it identifies the reporting person, relationship to issuer, transaction date (09/18/2025), and the nature of the securities (Incentive RSUs convertible into Class A common stock). The explanatory footnotes clarify these are dividend equivalents tied to specific prior grant dates and will vest with those underlying awards. No derivative exercises, market purchases, or dispositions are disclosed. From a compliance standpoint this is a routine, informational filing with no adverse flags in the text provided.

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
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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)
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		18.26		(2)	(2)	Class A Common Stock	18.26	$0	2,202.52	D
2021 Incentive RSUs	$0(1)	09/18/2025		A		34.44		(3)	(3)	Class A Common Stock	34.44	$0	4,154.56	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
2023 Incentive RSUs	$0(1)	09/18/2025		A		52		(5)	(5)	Class A Common Stock	52	$0	6,272.53	D
2024 Incentive RSUs	$0(1)	09/18/2025		A		53.96		(6)	(6)	Class A Common Stock	53.96	$0	6,508.04	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	09/19/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Osamu Watanabe report on the Form 4 for MC?

The Form 4 reports receipt of dividend-equivalent Incentive RSUs on 09/18/2025 that will vest with the underlying unvested RSU grants.

What is the reporting person's role at Moelis & Co (MC)?

The Form 4 lists Osamu Watanabe as an Officer (General Counsel, Secretary) and a Director of Moelis & Co.

Do the reported RSUs convert to stock or cash?

Each RSU represents the right to receive, at the company's option, either a share of Class A common stock or a cash amount equal to the share's fair market value, as stated in the filing.

Are these new grants or related to prior awards?

The filing explains the RSUs are dividend equivalents issued on the holder's unvested underlying Incentive RSUs from prior grant dates and will vest concurrently with those underlying awards.

Was there any sale or exercise reported by the insider?

No sales or exercises are reported; the Form 4 shows only issuance (acquisition) of dividend-equivalent RSUs.