Moelis (NYSE: MC) COO nets RSU shares after tax withholding

Rhea-AI Filing Summary

Moelis & Co Chief Operating Officer Katherine Pilcher Ciafone reported equity award activity involving restricted stock units and Class A common stock. On February 19, 2026, RSUs from 2020, 2021 and 2022 incentive grants were settled into 4,885.480 shares of Class A common stock. Of these, 850.480 shares at $62.73 per share were withheld to cover tax obligations, leaving 7,969.000 Class A shares held directly after the transactions.

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

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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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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
Class A Common Stock	02/19/2026		M		4,885.48	A	(1)	8,819.48	D
Class A Common Stock	02/19/2026		F		850.48	D	$62.73	7,969	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2020 Incentive Restricted Stock Units(2)	(2)	02/19/2026		M			1,480.02	(2)	(2)	Class A Common Stock	1,480.02	$0.00	0.00	D
2021 Incentive Restricted Stock Units(2)	(2)	02/19/2026		M			1,405.62	(2)	(2)	Class A Common Stock	1,405.62	$0.00	1,405.62	D
2022 Incentive Restricted Stock Units(2)	(2)	02/19/2026		M			1,999.85	(2)	(2)	Class A Common Stock	1,999.85	$0.00	3,999.69	D

Explanation of Responses:

1. Shares of Class A Common Stock were acquired upon settlement of Restricted Stock Units (RSUs).

2. The RSUs were settled for Class A common stock on February 19, 2026.

	/s/ Osamu Watanabe as attorney-in-fact for Katherine Pilcher Ciafone	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Moelis & Co (MC) COO Katherine Pilcher Ciafone report in this Form 4?

She reported the settlement of restricted stock units into Class A common stock and a related share disposition for taxes. These administrative equity award events changed her directly held Moelis & Co Class A share balance to 7,969.000 shares after the transactions.

How many Moelis & Co Class A shares were acquired through RSU settlement?

A total of 4,885.480 Class A common shares were acquired when 2020, 2021 and 2022 incentive restricted stock units settled. The filing notes these RSUs were settled for Class A common stock on February 19, 2026 in connection with equity incentives.

How many Moelis & Co shares were disposed of to cover taxes in this filing?

The filing shows a disposition of 850.480 Class A common shares coded as an F transaction. This code reflects payment of tax liability by delivering securities at a reported price of $62.73 per share rather than an open-market sale.

What is Katherine Pilcher Ciafone’s Moelis & Co shareholding after these transactions?

After the reported RSU settlement and tax-withholding disposition, she directly holds 7,969.000 shares of Moelis & Co Class A common stock. This post-transaction balance is explicitly stated as the total shares following the tax-withholding transaction.

Were the Moelis & Co transactions open-market buys or sells?

No open-market buys or sells are reported here. The Form 4 shows derivative exercises/conversions of RSUs into stock and an F-coded tax-withholding disposition, meaning shares were delivered to satisfy tax obligations tied to the equity awards.

What types of equity awards are involved in this Moelis & Co Form 4?

The transactions involve 2020, 2021 and 2022 Incentive Restricted Stock Units. Footnotes explain that these RSUs were settled into Class A common stock on February 19, 2026, resulting in the reported acquisitions and subsequent tax-withholding share disposition.