MCO Form 4: Fauber Exercises Options, Sells 415 Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Robert Fauber, President and CEO and Director of Moody's Corporation (MCO), reported option exercises and a sale under a Rule 10b5-1 plan. On 09/02/2025 Mr. Fauber exercised employee stock options at strike prices of $80.81 (56 shares), $94.18 (134 shares) and $113.34 (91 shares), and sold 415 shares at $503.32 per share. The filing states the transactions were made pursuant to a 10b5-1 plan adopted July 30, 2024. Following the reported transactions the beneficial ownership figures listed in the filing show 61,483.984 shares after the sale, with intermediate totals of 61,673.984; 61,807.984; and 61,898.984 shares after the respective exercises.

Insights

Financial Analyst

TL;DR: CEO exercised multiple options and sold a small block under a 10b5-1 plan; transactions are routine option exercises and a planned sale.

The filing documents three option exercises on 09/02/2025 at strike prices of $80.81, $94.18 and $113.34 for 56, 134 and 91 shares respectively, and a contemporaneous sale of 415 shares at $503.32 per share. The exercises reference vesting schedules from 2017 and 2018 and the 10b5-1 plan adopted July 30, 2024 is cited as the basis for the sale. For investors this is a disclosure of insider liquidity activity and option realizations rather than an operational update; the amounts are small relative to typical company-wide share counts and no new compensation changes are reported.

Corporate Governance Expert

TL;DR: Disclosure complies with Section 16 reporting; use of a documented 10b5-1 plan provides affirmative defense for the sale.

The Form 4 lists the reporting person as both President and CEO and a director and shows the transactions were executed pursuant to a Rule 10b5-1 plan adopted July 30, 2024. The filing includes signature by power of attorney and provides exercise dates, strike prices and vesting origins. This is a standard compliance filing that documents insider exercises and a planned sale; it includes the necessary option and share counts and cites vesting schedules tied to grant dates in 2017 and 2018.

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).

X

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^*

Fauber Robert

(Last) (First) (Middle)

7 WORLD TRADE CENTER

250 GREENWICH STREET

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MOODYS CORP /DE/ [ MCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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
Common Stock	09/02/2025		M		56(1)	A	$80.81	61,673.984	D
Common Stock	09/02/2025		M		134(1)	A	$94.18	61,807.984	D
Common Stock	09/02/2025		M		91(1)	A	$113.34	61,898.984	D
Common Stock	09/02/2025		S		415(1)	D	$503.32	61,483.984	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
Employee Stock Option (right to buy)	$80.81	09/02/2025		M			56	02/12/2017(2)	02/12/2026	Common Stock	56	$0	166	D
Employee Stock Option (right to buy)	$94.18	09/02/2025		M			134	07/01/2017(2)	07/01/2026	Common Stock	134	$0	403	D
Employee Stock Option (right to buy)	$113.34	09/02/2025		M			91	02/23/2018(2)	02/23/2027	Common Stock	91	$0	6,790	D

Explanation of Responses:

1. Exercise and sale of shares pursuant to a Rule 10b5-1 plan adopted by Mr. Fauber on July 30, 2024.

2. One fourth of the options vest each year beginning with the date indicated.

Remarks:

	Elizabeth McCarroll, by power of attorney for Robert Fauber	09/03/2025
	** 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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