Moelis & Co (NYSE: MC) counsel settles RSUs and sells stock

Rhea-AI Filing Summary

Moelis & Co General Counsel Osamu R. Watanabe settled several incentive restricted stock unit (RSU) awards from 2020 through 2024 into 9,218.9 shares of Class A common stock on February 19, 2026. These shares were acquired upon settlement of the RSUs.

On the same date, he disposed of 1,603.9 shares of Class A common stock at $62.73 per share to satisfy tax obligations and sold an additional 2,765 shares in an open‑market transaction at $62.23 per share. After these transactions, he directly owns 4,981 shares of Class A common stock.

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)
02/19/2026

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
Class A Common Stock	02/19/2026		M		9,218.9	A	(1)	9,349.9	D
Class A Common Stock	02/19/2026		F		1,603.9	D	$62.73	7,746	D
Class A Common Stock(2)	02/19/2026		S		2,765	D	$62.23	4,981	D

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 Restricted Stock Units(3)	(3)	02/19/2026		M			2,224.06	(3)	(3)	Class A Common Stock	2,224.06	$0.00	0.00	D
2021 Incentive Restricted Stock Units(3)	(3)	02/19/2026		M			2,097.6	(3)	(3)	Class A Common Stock	2,097.6	$0.00	2,097.6	D
2022 Incentive Restricted Stock Units(3)	(3)	02/19/2026		M			1,999.85	(3)	(3)	Class A Common Stock	1,999.85	$0.00	3,999.69	D
2023 Incentive Restricted Stock Units(3)	(3)	02/19/2026		M			1,583.47	(3)	(3)	Class A Common Stock	1,583.47	$0.00	4,750.42	D
2024 Incentive Restricted Stock Units(3)	(3)	02/19/2026		M			1,313.92	(3)	(3)	Class A Common Stock	1,313.92	$0.00	5,257.78	D

Explanation of Responses:

1. Shares of Class A Common Stock were acquired upon settlement of Restricted Stock Units (RSUs).

2. Class A Common Stock sold by Mr. Watanabe in order to raise proceeds to satisfy tax obligations triggered by delivery of the Class A Common Stock upon settlement of the RSUs. Federal taxes are not withheld from Class A Common Stock delivered to Mr. Watanabe upon settlement of RSUs because he is a partner in Moelis & Company Partner Holdings LP.

3. The RSUs were settled for Class A common stock on February 19, 2026.

	/s/ Osamu Watanabe	02/23/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Moelis & Co (MC) report for Osamu R. Watanabe?

Moelis & Co reported that General Counsel Osamu R. Watanabe settled multiple RSU awards into 9,218.9 Class A shares, then disposed of some shares for taxes and sold additional shares in the open market, leaving him with 4,981 directly owned shares.

How many Moelis & Co (MC) shares did Osamu R. Watanabe acquire from RSU settlements?

Osamu R. Watanabe acquired 9,218.9 shares of Moelis & Co Class A common stock through settlement of incentive restricted stock units covering 2020 to 2024 awards, with all RSUs converted into stock on February 19, 2026 according to the reported Form 4 filing data and footnotes.

How many Moelis & Co (MC) shares did Osamu R. Watanabe sell in the open market?

He sold 2,765 shares of Moelis & Co Class A common stock in an open‑market transaction at a reported price of $62.23 per share, classified as an open‑market sale transaction under code S in the Form 4 insider trading disclosure.

Were any Moelis & Co (MC) shares disposed of to cover tax obligations for Osamu R. Watanabe?

Yes. The filing shows 1,603.9 shares of Moelis & Co Class A common stock disposed of at $62.73 per share under transaction code F, with footnotes explaining the sale raised proceeds to satisfy tax obligations triggered by RSU settlement stock delivery.

What is Osamu R. Watanabe’s post-transaction Moelis & Co (MC) share ownership?

Following the RSU settlements, tax‑related disposition, and open‑market sale, Osamu R. Watanabe directly owns 4,981 shares of Moelis & Co Class A common stock, as indicated by the total shares following the final reported non‑derivative transaction in the Form 4.

What roles does Osamu R. Watanabe hold at Moelis & Co (MC) in this Form 4?

In this Form 4, Osamu R. Watanabe is identified as an officer of Moelis & Co, serving as General Counsel and Secretary. The transactions reported relate to his compensation-linked restricted stock units and subsequent handling of related tax obligations.