Kenneth Moelis (MC) adds 847 Class B shares through derivative conversion

Rhea-AI Filing Summary

Moelis & Co Executive Chairman Kenneth Moelis reported an automatic conversion of derivative securities into 847 shares of Class B common stock. The transaction on February 18, 2026 was classified as an exercise or conversion of a derivative security at a stated price of $0.00 per share.

After this event, Moelis directly held 4,190,479 shares of Class B common stock. According to the footnotes, Class B shares are convertible in limited circumstances into approximately 0.00055 shares of Class A common stock, with any resulting fractional Class A share settled in cash.

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

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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^*

MOELIS KENNETH

(Last) (First) (Middle)

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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
Class B Common Stock, par value $0.01(1)(2)	(2)	02/18/2026		M(2)			847	(2)	(2)	Class A Common Stock, par value $0.01	0(2)	(1)	4,190,479	D

Explanation of Responses:

1. The conversion covered by this footnote automatically occurred pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation when certain Group Units were exchanged for Class A common stock by certain selling Stockholders.

2. Each share of Class B common stock is convertible into approximately 0.00055 shares of Class A common stock in certain circumstances, including when and if certain holders of Group Units elect to exchange such units for Class A common stock. Such conversions of Class B common stock may often result in conversion into less than 1 share of Class A common stock. and in such case in lieu of such fractional share, the Company will pay the holder (Partner Holdings) cash equal to the Value (as defined in the Company's Amended and Restated Certificate of Incorporation) of the fractional share of Class A common stock.

	/s/ Osamu Watanabe as attorney-in-fact for Kenneth Moelis	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Moelis & Co reported that Executive Chairman Kenneth Moelis acquired 847 shares of Class B common stock through an automatic derivative conversion. The transaction was coded as an exercise or conversion of a derivative security, not an open-market purchase or sale.

How many Moelis & Co (MC) Class B shares does Kenneth Moelis hold after this filing?

Following the reported derivative conversion, Kenneth Moelis directly holds 4,190,479 shares of Moelis & Co Class B common stock. This figure reflects his direct ownership position after the 847-share increase from the automatic conversion transaction.

What does the transaction code M mean in the Moelis & Co (MC) Form 4?

The transaction code M on the Moelis & Co Form 4 indicates an exercise or conversion of a derivative security. In this case, it reflects the automatic conversion that resulted in Kenneth Moelis receiving 847 additional Class B common shares at a stated price of $0.00.

How are Moelis & Co (MC) Class B shares convertible into Class A shares?

Each Moelis & Co Class B share is convertible in certain circumstances into approximately 0.00055 shares of Class A common stock. When conversions produce less than one full Class A share, the company pays cash equal to the value of the fractional Class A share instead.

What triggered the automatic conversion mentioned in the Moelis & Co (MC) Form 4 footnote?

The footnote explains that the conversion occurred automatically under Moelis & Co’s Amended and Restated Certificate of Incorporation when certain Group Units were exchanged for Class A common stock by certain selling stockholders, leading to the related Class B stock conversion.

Did Kenneth Moelis buy or sell Moelis & Co (MC) shares on the open market?

The filing does not show an open-market buy or sell. Instead, it reports an automatic exercise or conversion of a derivative security, coded M, which increased Kenneth Moelis’s direct holdings by 847 Class B shares at a stated price of $0.00 per share.