Moelis CFO's Compensation Package Reveals Strong Executive Retention Strategy

Rhea-AI Filing Summary

Christopher Callesano, Chief Financial Officer of Moelis & Co (NYSE: MC), received multiple dividend equivalent Restricted Stock Units (RSUs) on June 20, 2025. The transactions include:

• 4.95 units of 2020 Incentive RSUs
• 8.57 units of 2021 Incentive RSUs
• 20.25 units of 2022 Incentive RSUs
• 18.55 units of 2023 Incentive RSUs
• 18.5 units of 2024 Incentive RSUs

These RSUs represent dividend equivalents on previously unvested RSUs granted between 2021-2025. Each RSU provides the right to receive either one share of Class A common stock or cash equivalent upon settlement, at the company's discretion. The dividend equivalent RSUs will vest concurrently with their underlying unvested RSUs. The transaction was executed under regular conditions, not subject to Rule 10b5-1 trading arrangements.

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)
06/20/2025

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
2020 Incentive RSUs	$0(1)	06/20/2025		A		4.95		(2)	(2)	Class A Common Stock	4.95	$0	436.06	D
2021 Incentive RSUs	$0(1)	06/20/2025		A		8.57		(3)	(3)	Class A Common Stock	8.57	$0	754.05	D
2022 Incentive RSUs	$0(1)	06/20/2025		A		20.25		(4)	(4)	Class A Common Stock	20.25	$0	1,782.45	D
2023 Incentive RSUs	$0(1)	06/20/2025		A		18.55		(5)	(5)	Class A Common Stock	18.55	$0	1,632.68	D
2024 Incentive RSUs	$0(1)	06/20/2025		A		18.5		(6)	(6)	Class A Common Stock	18.5	$0	1,628.86	D

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 19, 2021 (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 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.

4. 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.

5. 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.

6. 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 Callesano	06/24/2025
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

How many Incentive RSUs did MC's CFO Christopher Callesano receive on June 20, 2025?

On June 20, 2025, Christopher Callesano received several dividend equivalent RSU grants: 4.95 units from 2020 Incentive RSUs, 8.57 units from 2021 Incentive RSUs, 20.25 units from 2022 Incentive RSUs, 18.55 units from 2023 Incentive RSUs, and 18.5 units from 2024 Incentive RSUs, totaling 70.82 RSUs.

What is the conversion price of MC's Incentive RSUs granted to Christopher Callesano?

The conversion price for all Incentive RSUs is $0. Each RSU represents the right to receive, at Moelis & Company's option, either one share of Class A common stock or a cash amount equal to the fair market value of such share upon settlement.

How many MC Class A Common Stock shares does Christopher Callesano own through RSUs after the June 2025 transaction?

Following the reported transactions, Callesano beneficially owns the following RSUs convertible to Class A Common Stock: 436.06 shares (2020), 754.05 shares (2021), 1,782.45 shares (2022), 1,632.68 shares (2023), and 1,628.86 shares (2024), totaling 6,234.1 shares.

When will MC CFO Callesano's new RSU grants vest?

The dividend equivalent RSUs will vest concurrently with their respective underlying unvested Incentive RSUs, which were originally issued on: February 19, 2021 (2020 RSUs), February 17, 2022 (2021 RSUs), February 16, 2023 (2022 RSUs), February 15, 2024 (2023 RSUs), and February 13, 2025 (2024 RSUs).