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  4. [Form 4] Moelis & Co Insider Trading Activity

Moelis & Co (NYSE: MC) CFO granted dividend-equivalent RSUs

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Callesano Christopher reported acquisition or exercise transactions in this Form 4 filing.

Moelis & Co Chief Financial Officer Christopher Callesano received small dividend-equivalent RSU awards on existing grants. On 2026-06-18, he was granted 2021–2024 Incentive RSUs totaling several dozen units, each tied to Class A common stock.

Each Restricted Stock Unit represents the right to receive either a share of Class A common stock or an equivalent cash amount upon settlement, at the company’s option. The new Incentive RSUs were issued as dividend equivalents on his unvested underlying Incentive RSUs from 2022, 2023, 2024 and 2025 and will vest on the same schedule as those underlying awards. No open-market purchases or sales were reported in this filing.

Positive

  • None.

Negative

  • None.
Insider Callesano Christopher
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award 2021 Incentive RSUs 3.76 $0.00 --
Grant/Award 2022 Incentive RSUs 11.84 $0.00 --
Grant/Award 2023 Incentive RSUs 12.21 $0.00 --
Grant/Award 2024 Incentive RSUs 12.99 $0.00 --
Holdings After Transaction: 2021 Incentive RSUs — 392.16 shares (Direct, null); 2022 Incentive RSUs — 1,235.98 shares (Direct, null); 2023 Incentive RSUs — 1,273.92 shares (Direct, null); 2024 Incentive RSUs — 1,356.02 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 the 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 the 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. Incentive RSUs were issued as dividend equivalents on the 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. Incentive RSUs were issued as dividend equivalents on the 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.
2024 Incentive RSUs granted 12.99 RSUs Dividend-equivalent grant on 2026-06-18 tied to 2024 Incentive RSUs
2023 Incentive RSUs granted 12.21 RSUs Dividend-equivalent grant on 2026-06-18 tied to 2023 Incentive RSUs
2022 Incentive RSUs granted 11.84 RSUs Dividend-equivalent grant on 2026-06-18 tied to 2022 Incentive RSUs
2021 Incentive RSUs granted 3.76 RSUs Dividend-equivalent grant on 2026-06-18 tied to 2021 Incentive RSUs
RSUs after 2024 grant 1,356.02 RSUs Total 2024 Incentive RSUs following grant on 2026-06-18
RSUs after 2021 grant 392.16 RSUs Total 2021 Incentive RSUs following grant on 2026-06-18
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.
dividend equivalents financial
"Incentive RSUs were issued as dividend equivalents on the 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.
Incentive RSUs financial
"Incentive RSUs were issued as dividend equivalents on the holder's unvested underlying Incentive RSUs..."
Class A common stock financial
"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 →
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*
Callesano Christopher
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial 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)
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
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
2021 Incentive RSUs$0(1)06/18/2026A3.76 (2) (2)Class A Common Stock3.76$0392.16D
2022 Incentive RSUs$0(1)06/18/2026A11.84 (3) (3)Class A Common Stock11.84$01,235.98D
2023 Incentive RSUs$0(1)06/18/2026A12.21 (4) (4)Class A Common Stock12.21$01,273.92D
2024 Incentive RSUs$0(1)06/18/2026A12.99 (5) (5)Class A Common Stock12.99$01,356.02D
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 the 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 the 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.
4. Incentive RSUs were issued as dividend equivalents on the 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.
5. Incentive RSUs were issued as dividend equivalents on the 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 as attorney-in-fact for Christopher Callesano06/23/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Moelis & Co (MC) report for its CFO?

Moelis & Co reported that CFO Christopher Callesano received several small dividend-equivalent Restricted Stock Unit awards. These RSUs are tied to existing 2021–2024 Incentive RSUs and increase his potential future equity or cash compensation without involving open-market trades.

Were there any Moelis & Co (MC) insider stock sales or purchases?

No open-market stock purchases or sales were disclosed. The transactions are coded as grants (code A), representing additional Restricted Stock Units issued as dividend equivalents on existing Incentive RSUs, rather than market trades, so they do not reflect active buying or selling decisions.

How do the new Moelis & Co (MC) dividend-equivalent RSUs work?

Each new Incentive RSU represents the right to receive either one share of Moelis Class A common stock or equivalent cash upon settlement. The company chooses stock or cash, and the dividend-equivalent RSUs vest at the same time as the related unvested Incentive RSUs.

What existing awards are Moelis & Co (MC) RSU dividend equivalents tied to?

The dividend-equivalent Incentive RSUs are tied to unvested underlying Incentive RSUs originally issued on February 17, 2022, February 16, 2023, February 15, 2024 and February 13, 2025. Each set of dividend-equivalent RSUs will vest concurrently with its corresponding underlying Incentive RSU grant.

Does the Moelis & Co (MC) Form 4 change the CFO’s vested share count now?

The Form 4 adds dividend-equivalent RSUs to the CFO’s unvested Incentive RSU positions, but they vest in the future. These awards increase his potential future payout in stock or cash; current vesting status follows each original Incentive RSU grant’s schedule.