Moody's (MCO) counsel nets stock award, tax withholding and 10b5-1 sale

Rhea-AI Filing Summary

Moody's Corporation senior vice president and general counsel Richard G. Steele reported several common stock transactions. On March 2, 2026, he acquired 1,308.0000 shares at $0.0000 per share upon settlement of 2023–2025 performance shares and a 2024 strategic incentive award, then had 731.8420 shares withheld at $467.4900 per share to cover taxes. On March 3, 2026, he executed an open-market sale of 375.0000 shares at $456.7100 per share under a Rule 10b5-1 plan adopted on July 29, 2025, leaving 2,458.8800 shares held directly. An additional 3,612.6660 shares are reported as held indirectly through a trust.

Insights

Equity compensation and insider-trading analyst

Routine equity award, tax withholding, and planned sale yield a modest net share reduction.

Richard G. Steele, an executive at Moody's Corporation, received 1,308.0000 common shares through performance and strategic incentive awards, a standard form of equity compensation. To cover related tax obligations, 731.8420 shares were withheld at $467.4900 per share.

He then sold 375.0000 shares at $456.7100 per share in an open-market transaction executed under a pre-established Rule 10b5-1 plan dated July 29, 2025. After these movements, he holds 2,458.8800 shares directly and 3,612.6660 shares indirectly through a trust. The activity appears routine and plan-driven rather than a discretionary, large-scale sale.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Steele Richard G

(Last) (First) (Middle)

7 WTC AT 250 GREENWICH STREET

(Street)

NY 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP - General Counsel

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		1,308(1)	A	$0	3,565.722	D
Common Stock	03/02/2026		F		731.842(2)	D	$467.49	2,833.88	D
Common Stock	03/03/2026		S		375(3)	D	$456.71	2,458.88	D
Common Stock								3,612.666	I	Trust

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 settlement of 2023-2025 Performance Shares and the 2024 Strategic Incentive Award.

2. Withholding of shares to satisfy tax obligation.

3. Sale of shares pursuant to a Rule 10b5-1 plan adopted by Mr. Steele on July 29, 2025.

Remarks:

	Elizabeth McCarroll by power of attorney for Richard G. Steele	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).
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 transactions did Moody's (MCO) executive Richard G. Steele report?

Richard G. Steele reported receiving 1,308.0000 Moody's common shares from performance and strategic incentive awards, 731.8420 shares withheld for taxes, and an open-market sale of 375.0000 shares at $456.7100 per share under a Rule 10b5-1 trading plan.

How many Moody's (MCO) shares did Richard G. Steele sell in the latest Form 4?

He sold 375.0000 Moody's common shares in an open-market transaction at $456.7100 per share. The sale was executed on March 3, 2026 pursuant to a pre-arranged Rule 10b5-1 trading plan adopted on July 29, 2025.

What stock awards did Richard G. Steele receive from Moody's (MCO)?

He received 1,308.0000 Moody's common shares at $0.0000 per share. These shares were acquired upon settlement of 2023–2025 performance shares and a 2024 strategic incentive award, reflecting equity-based compensation tied to company and strategic performance.

Why were some of Richard G. Steele’s Moody's (MCO) shares withheld?

A total of 731.8420 Moody's common shares were withheld at $467.4900 per share. The withholding was explicitly described as satisfying tax obligations arising from the settlement of performance shares and the 2024 strategic incentive stock award.

How many Moody's (MCO) shares does Richard G. Steele own after these transactions?

Following the reported transactions, he holds 2,458.8800 Moody's common shares directly. In addition, a further 3,612.6660 shares are reported as held indirectly through a trust, reflecting both direct and indirect beneficial ownership positions.

Was Richard G. Steele’s Moody's (MCO) share sale under a Rule 10b5-1 plan?

Yes. The 375.0000-share sale at $456.7100 per share was executed pursuant to a Rule 10b5-1 trading plan. The filing states this plan was adopted by Mr. Steele on July 29, 2025, indicating a pre-arranged trading schedule.