Moelis & Co Reinforces Executive Retention with Significant RSU Package to Top Legal Officer

Rhea-AI Filing Summary

Osamu Watanabe, General Counsel and Secretary of Moelis & Co (MC), reported receiving multiple tranches of dividend equivalent Restricted Stock Units (RSUs) on June 20, 2025. The transactions involve:

• 24.81 RSUs from 2020 Incentive plan
• 46.80 RSUs from 2021 Incentive plan
• 66.93 RSUs from 2022 Incentive plan
• 70.66 RSUs from 2023 Incentive plan
• 73.32 RSUs from 2024 Incentive plan

These RSUs were issued as dividend equivalents on previously unvested RSUs granted between 2021-2025. Each RSU represents 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. All holdings are 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

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 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)
	General Counsel, Secretary

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		24.81		(2)	(2)	Class A Common Stock	24.81	$0	2,184.26	D
2021 Incentive RSUs	$0(1)	06/20/2025		A		46.8		(3)	(3)	Class A Common Stock	46.8	$0	4,120.11	D
2022 Incentive RSUs	$0(1)	06/20/2025		A		66.93		(4)	(4)	Class A Common Stock	66.93	$0	5,892.16	D
2023 Incentive RSUs	$0(1)	06/20/2025		A		70.66		(5)	(5)	Class A Common Stock	70.66	$0	6,220.53	D
2024 Incentive RSUs	$0(1)	06/20/2025		A		73.32		(6)	(6)	Class A Common Stock	73.32	$0	6,454.09	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 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 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 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 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 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	06/24/2025
	** 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.

FAQ

How many Incentive RSUs did Osamu Watanabe receive at Moelis & Company (MC) in June 2025?

According to the Form 4 filing, Osamu Watanabe received multiple RSU grants on June 20, 2025 as dividend equivalents: 24.81 units from 2020 RSUs, 46.8 units from 2021 RSUs, 66.93 units from 2022 RSUs, 70.66 units from 2023 RSUs, and 73.32 units from 2024 RSUs, totaling 282.52 Incentive RSUs.

What is Osamu Watanabe's position at Moelis & Company (MC)?

According to the Form 4 filing, Osamu Watanabe serves as General Counsel and Secretary at Moelis & Company (MC).

What is the vesting schedule for MC's 2025 Incentive RSUs granted to Watanabe?

The filing indicates that the dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs that were originally issued on February 13, 2025. The specific vesting schedule dates are not disclosed in this filing.

What is the conversion terms for Moelis & Company (MC) Restricted Stock Units?

According to the filing, each Restricted Stock Unit (RSU) represents the right to receive, upon settlement and 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.

How many MC Class A Common Stock shares does Watanabe beneficially own after these transactions?

Following the reported transactions, Watanabe beneficially owns the following RSUs convertible to Class A Common Stock: 2,184.26 units from 2020 RSUs, 4,120.11 from 2021 RSUs, 5,892.16 from 2022 RSUs, 6,220.53 from 2023 RSUs, and 6,454.09 from 2024 RSUs, all held in Direct ownership form.