Moelis & Co (MC) COO receives dividend-equivalent RSU awards tied to prior grants

Rhea-AI Filing Summary

Pilcher Ciafone Katherine reported acquisition or exercise transactions in this Form 4 filing.

Moelis & Company Chief Operating Officer Katherine Pilcher Ciafone received additional incentive RSUs tied to prior equity awards. On June 18, 2026, she was granted 39.150 2022 Incentive RSUs and 13.760 2021 Incentive RSUs as dividend equivalents on her unvested underlying RSUs. These dividend-equivalent RSUs will vest on the same schedule as the original awards, and each unit may settle in either Class A common stock or cash equal to the share’s fair market value at settlement.

Insights

Equity compensation analyst

Routine dividend-equivalent RSU grants linked to existing awards.

The transactions show Moelis & Company granting Chief Operating Officer Katherine Pilcher Ciafone small amounts of Incentive RSUs as dividend equivalents on unvested RSUs from 2021 and 2022. Code A confirms these are compensation-related grants, not open‑market purchases or sales.

Because each RSU can settle in either Class A common stock or cash equal to fair market value, the economic impact at vesting depends on future stock price and settlement choice. The amounts granted are modest, and the grants simply maintain economic parity between RSU holders and shareholders receiving cash dividends.

The filing notes that the dividend-equivalent RSUs vest concurrently with the underlying unvested RSUs issued on February 17, 2022 and February 16, 2023. Subsequent filings around those vesting dates may detail actual share or cash settlement outcomes.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Pilcher Ciafone Katherine

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	2021 Incentive RSUs	13.76	$0.00	--
Grant/Award	2022 Incentive RSUs	39.15	$0.00	--

Holdings After Transaction: 2021 Incentive RSUs — 1,435.86 shares (Direct, null); 2022 Incentive RSUs — 4,085.74 shares (Direct, null)

Footnotes (1)

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. 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. 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.

Key Figures

2022 Incentive RSUs granted: 39.1500 units 2021 Incentive RSUs granted: 13.7600 units Total 2022 Incentive RSUs after grant: 4,085.7400 units +2 more

5 metrics

2022 Incentive RSUs granted 39.1500 units Dividend-equivalent RSUs granted on June 18, 2026

2021 Incentive RSUs granted 13.7600 units Dividend-equivalent RSUs granted on June 18, 2026

Total 2022 Incentive RSUs after grant 4,085.7400 units Holdings following 39.1500-unit grant

Total 2021 Incentive RSUs after grant 1,435.8600 units Holdings following 13.7600-unit grant

RSU exercise price $0.0000 per unit Restricted Stock Units granted at no exercise cost

Key Terms

Restricted Stock Unit (RSU), Incentive RSUs, dividend equivalents, Class A common stock

4 terms

Restricted Stock Unit (RSU) financial

"Each Restricted Stock Unit (RSU) represents the right to receive upon settlement either..."

A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.

Incentive RSUs financial

"Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs..."

dividend equivalents financial

"Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs..."

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

Class A common stock financial

"either... a share of Class A common stock or an amount of cash equal to the fair market value..."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/23/2026 - 05:50 PM Accepted by SEC EDGAR 06/23/2026 - 05:49 PM Learn about SEC filing dates

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
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^*

Pilcher Ciafone Katherine

(Last) (First) (Middle)

C/O MOELIS & COMPANY

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			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
2021 Incentive RSUs	$0(1)	06/18/2026		A		13.76		(2)	(2)	Class A Common Stock	13.76	$0	1,435.86	D
2022 Incentive RSUs	$0(1)	06/18/2026		A		39.15		(3)	(3)	Class A Common Stock	39.15	$0	4,085.74	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 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.

3. 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.

	/s/ Osamu Watanabe as attorney-in-fact for Katherine Pilcher Ciafone	06/23/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Moelis & Co (MC) report for Katherine Pilcher Ciafone?

Moelis & Company reported that Chief Operating Officer Katherine Pilcher Ciafone received two small grants of incentive RSUs as dividend equivalents on unvested RSUs. These grants are compensation-related awards, not market purchases or sales of Moelis & Co Class A common stock.

How many RSUs did the Moelis & Co COO acquire in this Form 4 filing?

The filing shows grants of 39.150 2022 Incentive RSUs and 13.760 2021 Incentive RSUs. Both represent additional restricted stock units issued as dividend equivalents, tied to previously granted unvested RSUs, with settlement in stock or cash upon future vesting.

Are the Moelis & Co RSU grants to the COO open-market share purchases?

No, the RSU transactions are classified with code A, meaning grants or awards, not open-market purchases. They are dividend-equivalent Incentive RSUs issued on existing unvested RSU awards, reflecting compensation rather than discretionary buying or selling in the public market.

When will the dividend-equivalent Incentive RSUs at Moelis & Co vest?

The dividend-equivalent Incentive RSUs will vest concurrently with the underlying unvested Incentive RSUs. Those original awards were issued on February 17, 2022, and February 16, 2023, so vesting follows the same schedules as those prior grants, as described in the footnotes.

What can Moelis & Co RSU holders receive when these awards settle?

Each Moelis & Company Restricted Stock Unit represents the right to receive either one share of Class A common stock or cash equal to that share’s fair market value. The company can choose the settlement form at the time the RSUs vest and are settled.

Does this Moelis & Co Form 4 indicate any insider share sales?

The Form 4 does not report any sales. It shows only derivative transactions coded A, which are grants or awards of Incentive RSUs. There are no S, F, or other sale-related codes, so no open-market or tax-withholding dispositions are disclosed in this filing.