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[Form 4] Moelis & Co Insider Trading Activity

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

Rhea-AI Filing Summary

MOELIS KENNETH reported acquisition or exercise transactions in a Form 4 filing for MC. The filing lists transactions totaling 521,528 shares. Following the reported transactions, holdings were 318,796 shares.

Positive

  • None.

Negative

  • None.
Insider MOELIS KENNETH
Role Executive Chairman
Type Security Shares Price Value
Grant/Award 2022 Performance LP Units of MCGEH (Granted Feb 16, 2023) 4,441.34 $0.00 --
Grant/Award 2024 Vested LP Units of MCGEH (Granted February 13, 2025) 198,291 $0.00 --
Grant/Award 2024 LP Units of MCGEH (Granted February 13, 2025) 318,796 $0.00 --
Holdings After Transaction: 2022 Performance LP Units of MCGEH (Granted Feb 16, 2023) — 96,531.1 shares (Direct); 2024 Vested LP Units of MCGEH (Granted February 13, 2025) — 198,291 shares (Direct); 2024 LP Units of MCGEH (Granted February 13, 2025) — 318,796 shares (Direct)
Footnotes (1)
  1. Limited partnership units of MCGEH may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of MCGEH. Reflects dividend equivalents on a profits interest award in the form of LP Units previously granted to the Reporting Person in February 2023 in connection with the compensation for the 2022 fiscal year, which are subject to the performance and time-based vesting requirements described below. These dividend equivalents LP Units may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis after the LP Units become vested and a sufficient amount of profits have been allocated to the holder of the LP Units (the "Book-Up"). On February 9, 2026, the Issuer's Compensation Committee certified the achievement of the Book-Up, and these LP Units remain subject to the performance and time-based vesting requirements described below. Amount reflects 4,441.34 Performance LP Units in dividend equivalents previously granted and included in the Book Up in February of 2026. These Performance LP Units are subject to three conditions in order to vest: (i) a Book-Up, (ii) certain performance conditions based on meeting or exceeding specified dividend adjusted stock price hurdles and (iii) a five year service vesting condition. The target amount of Performance LP Units (and related dividend equivalents) satisfy the time-vesting requirement in equal installments on each of February 16, 2026, 2027 and 2028 and Performance LP Units in excess of the target Performance LP Units (and related dividend equivalents) satisfy the time -vesting requirement on February 16, 2028. The redemption rights described herein do not expire. On February 13, 2025, the Reporting Person was granted a profits interest award in the form of LP Units in connection with compensation for the 2024 fiscal year (the "2024 Vested LP Units"). The 2024 Vested LP Units vest at grant and may be redeemed as follows: (a) 40% on February 23, 2027, and (b) and 20% on each of February 23, 2028, February 23, 2029 and February 23, 2030. These 2024 Vested LP units may be redeemded by the holder for shares of Class A Common Stock on a one-for-one basis beginning on the third anniversary of the grant date (February 2028) and a sufficient amount of profits have been allocated to the holder of the LP Units (the "Book-Up"). On February 9, 2026, the Issuers Compensation Committee certified the achievement of the Book-Up. In addition, the 2024 Vested LP Units are subject to sale and non-compete restrictions through the fifth anniversary of the grant date. The redemption rights described herein do not expire. On February 13, 2025, the Reporting Person was granted a profits interest retention award in the form of LP Units (the "2024 LP Units"), which was perviously reported on Form 8-K on February 10, 2025. The 2024 LP Units vest 100% on February 13, 2029. These 2024 LP units may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis beginning on the fifth anniversary of the grant date (February 2030) and a sufficient amount of profits have been allocated to the holder of the LP Units (the "Book-Up"). On February 9, 2026, the Issuers Compensation Committee certified the achievement of the Book-Up. These 2024 LP Units remain subject to the time-based vesting requirements described herein. The redemption rights described herein do not expire.
Form 4 Insider Transactions: What Each Field Means →
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*
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)
02/09/2026
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
2022 Performance LP Units of MCGEH (Granted Feb 16, 2023)(1) (1) 02/09/2026 A(2) 4,441.34(3) (4) (4) Class A Common Stock 4,441.34 $0 96,531.1 D
2024 Vested LP Units of MCGEH (Granted February 13, 2025)(1) (1) 02/09/2026 A(5) 198,291 (5) (5) Class A Common Stock 198,291 $0 198,291 D
2024 LP Units of MCGEH (Granted February 13, 2025)(1) (1) 02/09/2026 A(6) 318,796 (6) (6) Class A Common Stock 318,796 $0 318,796 D
Explanation of Responses:
1. Limited partnership units of MCGEH may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of MCGEH.
2. Reflects dividend equivalents on a profits interest award in the form of LP Units previously granted to the Reporting Person in February 2023 in connection with the compensation for the 2022 fiscal year, which are subject to the performance and time-based vesting requirements described below. These dividend equivalents LP Units may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis after the LP Units become vested and a sufficient amount of profits have been allocated to the holder of the LP Units (the "Book-Up"). On February 9, 2026, the Issuer's Compensation Committee certified the achievement of the Book-Up, and these LP Units remain subject to the performance and time-based vesting requirements described below.
3. Amount reflects 4,441.34 Performance LP Units in dividend equivalents previously granted and included in the Book Up in February of 2026.
4. These Performance LP Units are subject to three conditions in order to vest: (i) a Book-Up, (ii) certain performance conditions based on meeting or exceeding specified dividend adjusted stock price hurdles and (iii) a five year service vesting condition. The target amount of Performance LP Units (and related dividend equivalents) satisfy the time-vesting requirement in equal installments on each of February 16, 2026, 2027 and 2028 and Performance LP Units in excess of the target Performance LP Units (and related dividend equivalents) satisfy the time -vesting requirement on February 16, 2028. The redemption rights described herein do not expire.
5. On February 13, 2025, the Reporting Person was granted a profits interest award in the form of LP Units in connection with compensation for the 2024 fiscal year (the "2024 Vested LP Units"). The 2024 Vested LP Units vest at grant and may be redeemed as follows: (a) 40% on February 23, 2027, and (b) and 20% on each of February 23, 2028, February 23, 2029 and February 23, 2030. These 2024 Vested LP units may be redeemded by the holder for shares of Class A Common Stock on a one-for-one basis beginning on the third anniversary of the grant date (February 2028) and a sufficient amount of profits have been allocated to the holder of the LP Units (the "Book-Up"). On February 9, 2026, the Issuers Compensation Committee certified the achievement of the Book-Up. In addition, the 2024 Vested LP Units are subject to sale and non-compete restrictions through the fifth anniversary of the grant date. The redemption rights described herein do not expire.
6. On February 13, 2025, the Reporting Person was granted a profits interest retention award in the form of LP Units (the "2024 LP Units"), which was perviously reported on Form 8-K on February 10, 2025. The 2024 LP Units vest 100% on February 13, 2029. These 2024 LP units may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis beginning on the fifth anniversary of the grant date (February 2030) and a sufficient amount of profits have been allocated to the holder of the LP Units (the "Book-Up"). On February 9, 2026, the Issuers Compensation Committee certified the achievement of the Book-Up. These 2024 LP Units remain subject to the time-based vesting requirements described herein. The redemption rights described herein do not expire.
/s/ Osamu Watanabe as attorney-in-fact for Kenneth Moelis 02/11/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Moelis & Company (MC) report for Kenneth Moelis?

Moelis & Company reported that Executive Chairman Kenneth Moelis acquired several derivative equity awards on February 9, 2026. These included Performance LP Units and 2024 LP Units of MCGEH, all granted at $0 per unit as part of profits interest compensation structures.

How many LP Units did Kenneth Moelis acquire in the latest Form 4 filing?

Kenneth Moelis acquired 4,441.34 2022 Performance LP Units, 198,291 2024 Vested LP Units, and 318,796 2024 LP Units. All awards are derivative securities of MCGEH that may be redeemed into Moelis & Company Class A common stock after vesting and other specified conditions are met.

When can the 2024 Vested LP Units for Moelis & Company (MC) be redeemed?

The 2024 Vested LP Units vest at grant but may be redeemed for Class A Common Stock beginning on the third anniversary of the February 13, 2025 grant date, once the Book-Up is achieved. Redemption is further staggered across specific dates through February 23, 2030.

What conditions apply to the 2022 Performance LP Units reported by Moelis & Company (MC)?

The 2022 Performance LP Units are subject to a Book-Up, performance conditions based on dividend-adjusted stock price hurdles, and a five-year service vesting requirement. Time-based vesting occurs in installments on February 16, 2026, 2027, and 2028, with redemption rights that do not expire once vested.

What is the Book-Up condition described in Moelis & Company (MC) Form 4 footnotes?

The Book-Up requires that sufficient profits be allocated to the LP Unit holder before units can be redeemed for Class A shares. The filing notes that on February 9, 2026, the Compensation Committee certified achievement of the Book-Up for the referenced LP Units, enabling future redemptions once vesting occurs.

Do the LP Units reported by Moelis & Company (MC) convert into Class A common stock?

Yes. The Form 4 states that limited partnership units of MCGEH, including the reported Performance and 2024 LP Units, may be redeemed by the holder for Moelis & Company Class A common stock on a one-for-one basis, subject to vesting, Book-Up, and other stated conditions.