MCO Insider Report: Director Acquires RSU Dividend Shares and Phantom Units

Rhea-AI Filing Summary

Jose Minaya, a director of Moody's Corporation (MCO), reported transactions executed on 09/05/2025 showing acquisitions of both non-derivative and derivative economic interests. The Form 4 records an acquisition of 3.676 shares of Common Stock at a price of $498.37 per share, leaving 2,387.715 shares beneficially owned. It also reports acquisitions of 2.436 Phantom Stock Units (to be settled in cash after retirement) and 0.824 Dividend Equivalent units that convert one-for-one into Common Stock; following these items the report shows 962.28 derivative-equivalent shares and 2.578 derivative-equivalent shares reported as beneficially owned in the derivative table. The filing includes explanations that the 3.676 amount reflects an RSU deferred dividend reinvestment accrual and that the phantom units arise from a deferral election on retainer fees.

Insights

Corporate Governance Expert

TL;DR: Director reported modest acquisitions and deferred-compensation conversions, reflecting compensation deferral and dividend reinvestment rather than open-market buying.

The Form 4 shows a director-level transaction tied to plan elections and RSU dividend reinvestment. The 3.676-share RSU dividend reinvestment accrual and the 2.436 phantom units stem from internal compensation mechanisms. The filing notes the phantom units convert one-for-one to common stock but are to be settled in cash after retirement, indicating these are deferred-compensation instruments rather than immediate stock grants. For governance review, these transactions are routine, discloseable compensation elections and do not indicate a change in board-level ownership policy.

Securities Analyst

TL;DR: Transactions are small, formulaic accruals and deferrals; they have limited immediate market impact.

The reported $498.37 per-share price for the 3.676 common-stock acquisition is recorded, and derivative instruments include 0.824 dividend equivalent units with $0 price noted. The phantom units are designated for cash settlement after retirement, reducing near-term dilution risk. Overall, the magnitude of the reported amounts is modest relative to typical institutional holdings, so investor-impact is likely minimal based on the disclosed figures alone.

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

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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^*

Minaya Jose

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

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	09/05/2025		A		3.676(1)	A	$498.37	2,387.715	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
Phantom Stock Units (Deferred Compensation)(2)	(3)	09/05/2025		A		2.436		(4)	(4)	Common Stock	2.436	$499.03	962.28	D
Dividend Equivalent	(5)	09/05/2025		A		0.824		(5)	(5)	Common Stock	0.824	$0	2.578	D

Explanation of Responses:

1. RSU deferred dividend reinvestment accrual.

2. Phantom Stock Units arising out of the Reporting Person's election to defer receipt of retainer fees.

3. The security converts to common stock on a one-for-one basis.

4. These units are to be settled in cash after the Reporting Person's retirement.

5. Dividend Equivalents accrued on exempt grant of unvested RSUs, which will vest and settle with the underlying award.

Remarks:

	Elizabeth McCarroll by power of attorney for Jose Minaya	09/08/2025
	** 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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