Moody's (NYSE: MCO) CEO gets stock award, withholds and sells shares

Rhea-AI Filing Summary

Moody's Corporation President and CEO Robert Fauber reported several stock transactions. On March 2, he acquired 35,556 shares of common stock as a grant tied to the vesting of 2023–2025 performance shares. On the same date, 23,164.066 shares were withheld to cover tax obligations at a price of $467.49 per share.

On March 3, he sold 5,213 common shares in an open-market transaction at $456.71 per share under a Rule 10b5-1 trading plan adopted by him on July 30, 2025. After these transactions, he directly owned 75,788.918 common shares.

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).

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)
03/02/2026

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	03/02/2026		A		35,556(1)	A	$0	104,165.984	D
Common Stock	03/02/2026		F		23,164.066(2)	D	$467.49	81,001.918	D
Common Stock	03/03/2026		S		5,213(3)	D	$456.71	75,788.918	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

Explanation of Responses:

1. Receipt of shares acquired upon vesting of 2023-2025 Performance Shares.

2. Withholding of shares to satisfy tax obligation.

3. Sale of shares pursuant to a Rule 10b5-1 plan adopted by Mr. Fauber on July 30, 2025.

Remarks:

	Elizabeth McCarroll, by power of attorney for Robert Fauber	03/04/2026
	** 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).
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FAQ

What did Moody's (MCO) CEO Robert Fauber report in this Form 4?

Robert Fauber reported a stock grant, tax-related share withholding, and an open-market sale of common shares. These transactions reflect routine equity compensation vesting, tax settlement in shares, and a planned sale executed under a pre-established Rule 10b5-1 trading plan.

How many Moody's (MCO) shares were granted to Robert Fauber?

He acquired 35,556 shares of Moody's common stock as a grant. The footnotes state these were received upon vesting of 2023–2025 performance shares, indicating they are part of his long-term equity incentive compensation rather than an open-market purchase.

How many Moody's (MCO) shares were withheld for taxes in this filing?

A total of 23,164.066 common shares were withheld to satisfy tax obligations. This tax-withholding disposition occurred on March 2 at a price of $467.49 per share, reducing the net shares delivered to Robert Fauber from the vested performance share award.

What share sale did Moody's (MCO) CEO Robert Fauber report?

He reported selling 5,213 shares of Moody's common stock in an open-market transaction. The sale occurred on March 3 at a price of $456.71 per share and was carried out under a pre-arranged Rule 10b5-1 trading plan adopted on July 30, 2025.

What is the Rule 10b5-1 plan mentioned in the Moody's (MCO) Form 4?

The sale was made under a Rule 10b5-1 plan adopted by Robert Fauber on July 30, 2025. Such plans allow insiders to schedule trades in advance, following preset instructions, to help manage trading while addressing insider trading regulatory requirements.

How many Moody's (MCO) shares does Robert Fauber own after these transactions?

Following the reported transactions, Robert Fauber directly owned 75,788.918 shares of Moody's common stock. This figure reflects the impact of the performance share grant, the tax-related share withholding, and the subsequent open-market sale disclosed in the Form 4.