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Moelis & Co chairman converts 15,180 Class B shares

The reported post-transaction totals were 4,175,299 Class B shares and 209,318 Class A shares held directly by Kenneth Moelis.

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Form Type
4

Rhea-AI Filing Summary

Moelis & Co (MC) Executive Chairman Kenneth Moelis reported an automatic conversion on October 30, 2026: 15,180 Class B shares were disposed of and 8 Class A shares were acquired when certain Group Units were exchanged for Class A common stock by certain selling stockholders.

After the transaction, the reported direct holdings were 4,175,299 Class B shares and 209,318 Class A shares. The conversion occurred under the company’s certificate terms; each Class B share is convertible into approximately 0.00055 Class A shares in certain circumstances.

Insider MOELIS KENNETH
Role Executive Chairman
Type Security Shares Price Value
Exercise Class B Common Stock, par value $0.01 F1, F3 15,180 -- --
Exercise Class A Common Stock F1, F2 8 -- --
Holdings After Transaction: Class B Common Stock, par value $0.01 — 4,175,299 contracts (Direct); Class A Common Stock — 209,318 shares (Direct)
Holdings Before and After: Class B Common Stock, par value $0.01, 4,190,479 to 4,175,299 contracts (Direct); Class A Common Stock, 209,310 to 209,318 shares (Direct)
Footnotes (3)
  1. F1. 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. F2. Mr. Moelis' ownership of 209,318 shares of Class A common stock is in addition to (i) 938,475 units of unvested or restricted equity granted to Mr. Moelis as incentive compensation for fiscal years 2021 through 2025, (ii) 318,796 units of unvested equity granted to Mr. Moelis in February, 2025 pursuant to a retention award, (iii) 100,020 units of equity that are subject to vesting and performance provisions granted to Mr. Moelis as incentive compensation for fiscal year 2022, (iv) 3,976,314 shares of Class A common stock issuable in exchange for Group Units held by The Moelis Family Trust.
  3. F3. 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.
Class B shares disposed 15,180 shares Conversion reported for October 30, 2026
Class A shares acquired 8 shares Conversion reported for October 30, 2026
Class B shares held after transaction 4,175,299 shares Direct holdings after the October 30, 2026 transaction
Class A shares held after transaction 209,318 shares Direct holdings after the October 30, 2026 transaction
Class A shares convertible per Class B share Approximately 0.00055 shares In certain circumstances under the company’s certificate terms
Group Units financial
"when certain Group Units were exchanged for Class A common stock"
Amended and Restated Certificate of Incorporation regulatory
"pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
fractional share financial
"in lieu of such fractional share"
A fractional share is a portion of a single stock that is worth less than one full share, like owning a slice of a pizza instead of the whole pie. It lets investors buy and hold part of expensive stocks or spread small amounts of money across many companies, which helps with diversification and regular investing; dividends and price changes affect fractional shares proportionally, though some rights and trading rules can vary by provider.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Kenneth Moelis's MC Form 4 report on October 30, 2026?

On October 30, 2026, the conversion disposed of 15,180 Class B shares and acquired 8 Class A shares. Afterward, Kenneth Moelis directly held 4,175,299 Class B shares and 209,318 Class A shares.

How does MC handle fractional shares in these Class B conversions?

Each Class B share is convertible into approximately 0.00055 Class A shares in certain circumstances. The terms state that when a conversion results in less than one Class A share, the company will pay Partner Holdings cash equal to the defined Value of the fractional share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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 NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Moelis & Co [ MC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Executive Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock10/30/2026M(1)8A(1)209,318(2)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock, par value $0.01(1)(3)(3)10/30/2026M(3)15,180 (3) (3)Class A Common Stock, par value $0.018(1)4,175,299D
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. Mr. Moelis' ownership of 209,318 shares of Class A common stock is in addition to (i) 938,475 units of unvested or restricted equity granted to Mr. Moelis as incentive compensation for fiscal years 2021 through 2025, (ii) 318,796 units of unvested equity granted to Mr. Moelis in February, 2025 pursuant to a retention award, (iii) 100,020 units of equity that are subject to vesting and performance provisions granted to Mr. Moelis as incentive compensation for fiscal year 2022, (iv) 3,976,314 shares of Class A common stock issuable in exchange for Group Units held by The Moelis Family Trust.
3. 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 Moelis11/02/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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