Moelis & Co (MC) CFO settles RSUs and surrenders shares for tax

Rhea-AI Filing Summary

Moelis & Company Chief Financial Officer Christopher Callesano reported equity compensation activity involving restricted stock units and Class A common stock. On February 19, 2026, multiple tranches of incentive RSUs from 2020 through 2024 were exercised and settled into Class A common stock at a stated price of $0.00 per share, reflecting non‑cash equity awards.

As part of this settlement, 2,179.3 shares of Class A common stock were acquired upon RSU conversion, and 1,114.3 shares of Class A common stock were disposed of at $62.73 per share to cover tax obligations through a tax‑withholding disposition. Following these transactions, 2,292 shares of Class A common stock were reported as directly owned.

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^*

Callesano Christopher

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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		2,179.3	A	(1)	3,406.3	D
Class A Common Stock	02/19/2026		F		1,114.3	D	$62.73	2,292	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			444.01	(2)	(2)	Class A Common Stock	444.01	$0.00	0.00	D
2021 Incentive Restricted Stock Units(2)	(2)	02/19/2026		M			383.9	(2)	(2)	Class A Common Stock	383.9	$0.00	383.9	D
2022 Incentive Restricted Stock Units(2)	(2)	02/19/2026		M			604.98	(2)	(2)	Class A Common Stock	604.98	$0.00	1,209.95	D
2023 Incentive Restricted Stock Units(2)	(2)	02/19/2026		M			415.34	(2)	(2)	Class A Common Stock	415.34	$0.00	1,247.09	D
2024 Incentive Restricted Stock Units(2)	(2)	02/19/2026		M			331.08	(2)	(2)	Class A Common Stock	331.08	$0.00	1,327.46	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 Christopher Callesano	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 insider transactions did Moelis & Co (MC) report for Christopher Callesano?

Moelis & Co reported that CFO Christopher Callesano exercised multiple restricted stock units and received Class A common shares, then disposed of a portion to cover taxes. These transactions reflect equity compensation settlement rather than open-market buying or selling.

How many Moelis & Co Class A shares were acquired in the February 19, 2026 Form 4?

The Form 4 shows 2,179.3 shares of Moelis & Co Class A common stock acquired upon settlement of restricted stock units. These shares came from incentive RSU awards granted between 2020 and 2024, converted into stock as they vested and settled.

Why were some Moelis & Co (MC) shares disposed of in this Form 4 filing?

The filing reports a disposition of 1,114.3 Class A shares at $62.73 per share as a tax-withholding transaction. Shares were surrendered to satisfy tax liabilities triggered by RSU settlement, not through an ordinary open-market sale for investment purposes.

What is the nature of the RSU transactions reported for Moelis & Co’s CFO?

The RSU transactions are coded “M,” indicating exercise or conversion of derivative securities. Restricted stock units from 2020–2024 incentive awards were settled into Class A common stock on February 19, 2026, consistent with equity compensation vesting mechanics.

How many Moelis & Co shares does the CFO directly own after these transactions?

After the reported RSU settlements and tax-withholding disposition, the Form 4 shows Christopher Callesano directly owning 2,292 shares of Moelis & Co Class A common stock. This figure reflects the balance remaining after acquiring RSU shares and delivering some to cover taxes.

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

The transactions were not open-market trades. They involved the exercise and settlement of restricted stock units into Class A shares and a tax-withholding disposition coded “F,” where shares were delivered to satisfy tax obligations arising from the equity award settlement.