Moody's Corporation (MCO) director reports stock and phantom unit awards

Rhea-AI Filing Summary

Moody's Corporation director reports equity-based awards and deferred units. A company director acquired 11.443 shares of Moody's common stock on 12/12/2025 at a price of $486.745 through RSU deferred dividend reinvestment. Following this transaction, the director beneficially owns 8,040.755 common shares directly.

The filing also discloses derivative awards in the form of phantom stock units and dividend equivalents tied to board retainer fees and unvested RSUs. On 12/12/2025, the director received 1.267 phantom stock units at $486.6 and 1.173 dividend equivalent units at $0, each unit corresponding to one share of common stock. The director now holds 666.412 phantom stock units and 4.753 dividend equivalent units, which are to be settled in cash after retirement.

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^*

FORLENZA VINCENT A

(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)
12/12/2025

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	12/12/2025		A		11.443(1)	A	$486.745	8,040.755	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)	12/12/2025		A		1.267		(4)	(4)	Common Stock	1.267	$486.6	666.412	D
Dividend Equivalent	(5)	12/12/2025		A		1.173		(5)	(5)	Common Stock	1.173	$0	4.753	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. The units are to be settled in cash after the Reporting Person's retirement.

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

Remarks:

	Elizabeth McCarroll, by power of attorney for Vincent Forlenza	12/16/2025
	** 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

What insider transaction did Moody's (MCO) report on this Form 4?

A director of Moody's Corporation reported acquiring 11.443 shares of common stock on 12/12/2025 at a price of $486.745 per share through RSU deferred dividend reinvestment.

How many Moody's (MCO) shares does the reporting person own after the transaction?

After the reported transaction, the director beneficially owns 8,040.755 shares of Moody's common stock in direct ownership.

What derivative securities are disclosed for the Moody's (MCO) director?

The director holds phantom stock units and dividend equivalent units, each corresponding to one share of Moody's common stock. On 12/12/2025, the director acquired 1.267 phantom stock units and 1.173 dividend equivalent units.

How many phantom stock units and dividend equivalents does the Moody's director now hold?

Following the reported transactions, the director beneficially owns 666.412 phantom stock units and 4.753 dividend equivalent units related to Moody's common stock.

How do the phantom stock units for the Moody's (MCO) director settle?

The phantom stock units are to be settled in cash after the reporting person’s retirement, even though they are measured based on Moody's common stock on a one-for-one basis.

What is the source of the phantom stock units reported by the Moody's director?

The phantom stock units arise from the director’s election to defer receipt of retainer fees, converting those fees into units linked to Moody's common stock.

What are the dividend equivalents reported for the Moody's (MCO) director?

The filing states that dividend equivalents accrued on exempt grants of unvested RSUs and will vest and settle together with the corresponding underlying RSU awards.