MCO insider Robert Fauber plans Aug-1 sale after $1.2M prior disposals

Rhea-AI Filing Summary

Form 144 filing – Moody’s Corporation (MCO) reveals CEO Robert Fauber intends to sell 415 common shares on 01 Aug 2025 through Fidelity Brokerage, valued at approximately $211,729. The shares represent just 0.0002 % of the 179.4 million shares outstanding, implying negligible dilution risk.

The planned sale stems from recent equity awards: 134 shares vested as restricted stock on 03 Mar 2024 and 281 shares were acquired via option exercises granted between 2016-2017. The notice also discloses that during the past three months Fauber executed six identical transactions of 415 shares each, totaling 2,490 shares for gross proceeds of roughly $1.20 million.

The filer affirms no undisclosed adverse information and may be operating under a Rule 10b5-1 plan. Given the limited size relative to market float and historical trading volume, the transaction is viewed as routine portfolio diversification with immaterial impact on Moody’s valuation.

Positive

• None.

Negative

• Continued insider selling: CEO Robert Fauber has disposed of or plans to dispose of 2,905 shares (~$1.4 million) within four months, which some investors could interpret as a modest bearish signal despite the small percentage of float.

Insights

Securities Analyst

TL;DR: Minor insider sale; size trivial vs. float—market impact likely neutral.

The CEO’s planned disposition of 415 shares worth ~$212k follows a series of similarly sized trades. Even aggregating the prior 2,490 shares sold since May, the cumulative 2,905-share reduction equals ~0.0016 % of shares outstanding—well below thresholds that typically influence liquidity or signaling. No earnings, guidance, or strategic disclosures are affected. I classify the filing as informational with negligible valuation implications.

Corporate Governance Expert

TL;DR: Consistent, rule-driven selling pattern; governance concern low.

Sales appear scheduled and compliant, likely under a Rule 10b5-1 plan—mitigating insider-trading risk. Regular, modest divestitures by executives are common for diversification. Absence of material undisclosed information declaration is standard. From a governance standpoint, the activity does not raise red flags, though investors may monitor if cadence or size accelerates.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	415	211728.85	179400000	08/01/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	03/01/2024	Restricted Stock Vesting	Issuer			134	03/01/2024	Compensation
Common	08/01/2025	Options Granted 02/12/20216	Issuer			56	08/01/2025	Cash
Common	08/01/2025	Options Granted 02/23/2017	Issuer			91	08/01/2025	Cash
Common	08/01/2025	Options Granted 07/01/2016	Issuer			134	08/01/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Robert Fauber 7 World Trade Center at 250 Greenwich St New York NY 10007	Common	05/01/2025	415	187044.65
Robert Fauber 7 World Trade Center at 250 Greenwich St New York NY 10007	Common	05/15/2025	415	198805.75
Robert Fauber 7 World Trade Center at 250 Greenwich St New York NY 10007	Common	06/02/2025	415	196855.25
Robert Fauber 7 World Trade Center at 250 Greenwich St New York NY 10007	Common	06/16/2025	415	197818.05
Robert Fauber 7 World Trade Center at 250 Greenwich St New York NY 10007	Common	07/01/2025	415	206296.50
Robert Fauber 7 World Trade Center at 250 Greenwich St New York NY 10007	Common	07/15/2025	415	208911.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Moody's (MCO) shares is the CEO planning to sell?

The Form 144 shows a planned sale of 415 common shares on 01 Aug 2025.

What is the value of the planned Form 144 sale for Moody's?

The aggregate market value is approximately $211,729 based on current pricing.

How significant is the CEO's sale relative to Moody's total shares?

At 0.0002 % of the 179.4 million shares outstanding, the impact is immaterial.

Has Robert Fauber sold MCO shares recently?

Yes. Over the past three months he sold 2,490 shares across six transactions, generating about $1.20 million in gross proceeds.

Is the sale under a Rule 10b5-1 trading plan?

The filing references Rule 10b5-1 compliance, suggesting trades are pre-scheduled and not based on undisclosed information.