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Moelis general counsel granted dividend RSUs

Moelis & Co granted its General Counsel dividend-equivalent RSU awards tied to existing unvested Incentive RSUs, increasing his equity-based compensation exposure.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Moelis & Co (MC) reported that its General Counsel and Secretary, Osamu R. Watanabe, received several Incentive RSU and Special Incentive RSU awards on September 17, 2026 as grant/award acquisitions. These RSUs were issued as dividend equivalents on his unvested underlying Incentive RSUs from grant years 2021 through 2025 and a 2025 special grant, and will vest concurrently with those underlying awards. Each RSU represents the right to receive upon settlement either a share of Class A common stock or cash equal to the share’s fair market value, at the company’s option.

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Insider WATANABE OSAMU R.
Role General Counsel, Secretary
Type Security Shares Price Value
Grant/Award 2021 Incentive RSUs F1, F2 23.4 $0.00 $0.00
Grant/Award 2022 Incentive RSUs F1, F3 44.61 $0.00 $0.00
Grant/Award 2023 Incentive RSUs F1, F4 52.99 $0.00 $0.00
Grant/Award 2024 Incentive RSUs F1, F5 58.64 $0.00 $0.00
Grant/Award 2025 Incentive RSUs F1, F6 66.6 $0.00 $0.00
Grant/Award 2025 Special Incentive RSUs F1, F7 15.48 $0.00 $0.00
Holdings After Transaction: 2021 Incentive RSUs — 2,166.12 contracts (Direct); 2022 Incentive RSUs — 4,130.35 contracts (Direct); 2023 Incentive RSUs — 4,905.6 contracts (Direct); 2024 Incentive RSUs — 5,429.54 contracts (Direct); 2025 Incentive RSUs — 6,166.06 contracts (Direct); 2025 Special Incentive RSUs — 1,433.34 contracts (Direct)
Footnotes (7)
  1. F1. 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. F2. 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. F3. 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.
  4. F4. Incentive RSUs were issued as dividend equivalents on 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. F5. Incentive RSUs were issued as dividend equivalents on 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.
  6. F6. Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on February 12, 2026 (and dividend equivalents subsequently issued thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs.
  7. F7. Special Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on February 12, 2026 (and dividend equivalents subsequently issued thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs.
2021 Incentive RSUs granted 23.4 RSUs Grant/award acquisition on September 17, 2026
2021 Incentive RSUs held after grant 2,166.12 RSUs Direct holdings after September 17, 2026 transaction
2025 Incentive RSUs granted 66.6 RSUs Grant/award acquisition on September 17, 2026
2025 Incentive RSUs held after grant 6,166.06 RSUs Direct holdings after September 17, 2026 transaction
2025 Special Incentive RSUs granted 15.48 RSUs Grant/award acquisition on September 17, 2026
2025 Special Incentive RSUs held after grant 1,433.34 RSUs Direct holdings after September 17, 2026 transaction
2022 Incentive RSUs granted 44.61 RSUs Grant/award acquisition on September 17, 2026
2024 Incentive RSUs granted 58.64 RSUs Grant/award acquisition on September 17, 2026
Restricted Stock Unit (RSU) financial
"Each Restricted Stock Unit (RSU) represents the right to receive upon settlement"
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 holder's unvested underlying"
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.
fair market value financial
"cash equal to the fair market value of such share"
The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.
Class A common stock financial
"a share of Class A common stock or an amount of cash"
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.

FAQ

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

What equity awards did Moelis & Co (MC) grant to Osamu R. Watanabe on September 17, 2026?

Moelis & Co granted Osamu R. Watanabe multiple Incentive RSU and Special Incentive RSU awards as grant/award acquisitions. These include small RSU amounts for each of the 2021–2025 incentive programs and a 2025 special incentive program, all structured as dividend-equivalent RSUs on his existing unvested awards.

How many 2025 Incentive RSUs and 2025 Special Incentive RSUs did the Moelis & Co (MC) officer receive?

On September 17, 2026, Osamu R. Watanabe received 66.6 2025 Incentive RSUs and 15.48 2025 Special Incentive RSUs. After these awards, his holdings in those series were 6,166.06 2025 Incentive RSUs and 1,433.34 2025 Special Incentive RSUs, all held directly.

What amounts of earlier-year Incentive RSUs did the Moelis & Co (MC) General Counsel acquire?

He acquired 23.4 2021 Incentive RSUs, 44.61 2022 Incentive RSUs, 52.99 2023 Incentive RSUs, and 58.64 2024 Incentive RSUs. Following these grants, his respective holdings in those series were 2,166.12, 4,130.35, 4,905.6, and 5,429.54 Incentive RSUs.

How do the Moelis & Co (MC) RSUs granted to Osamu R. Watanabe settle?

Each Restricted Stock Unit represents the right to receive upon settlement either, at Moelis & Co’s option, a share of Class A common stock or cash equal to the fair market value of such share. This applies to the Incentive RSUs and Special Incentive RSUs reported in this filing.

What does it mean that the Moelis & Co (MC) RSUs are dividend equivalents?

The reported Incentive and Special Incentive RSUs were issued as dividend equivalents on the officer’s unvested underlying Incentive RSUs from specified February grant dates. These dividend-equivalent RSUs will vest concurrently with the vesting of the related unvested underlying Incentive RSUs.

Were the Moelis & Co (MC) RSU transactions made under a Rule 10b5-1 trading plan?

No. The filing indicates no Rule 10b5-1 trading plan for these transactions. They are characterized as grant/award acquisitions of Incentive RSUs and Special Incentive RSUs rather than open-market trades.

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*
WATANABE OSAMU R.

(Last)(First)(Middle)
C/O MOELIS & COMPANY
399 PARK AVE, 5TH FLOOR

(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)
General Counsel, Secretary
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/17/2026
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)09/17/2026A23.4 (2) (2)Class A Common Stock23.4$02,166.12D
2022 Incentive RSUs$0(1)09/17/2026A44.61 (3) (3)Class A Common Stock44.61$04,130.35D
2023 Incentive RSUs$0(1)09/17/2026A52.99 (4) (4)Class A Common Stock52.99$04,905.6D
2024 Incentive RSUs$0(1)09/17/2026A58.64 (5) (5)Class A Common Stock58.64$05,429.54D
2025 Incentive RSUs$0(1)09/17/2026A66.6 (6) (6)Class A Common Stock66.6$06,166.06D
2025 Special Incentive RSUs$0(1)09/17/2026A15.48 (7) (7)Class A Common Stock15.48$01,433.34D
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.
4. Incentive RSUs were issued as dividend equivalents on 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 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.
6. Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on February 12, 2026 (and dividend equivalents subsequently issued thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs.
7. Special Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on February 12, 2026 (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 Watanabe09/21/2026
** 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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