Was the Moody's (MCO) CEO’s share sale made under a Rule 10b5-1 plan?

Yes. The Form 4 notes that the sale of shares and the related option exercise and sale were executed pursuant to a Rule 10b5-1 trading plan that Robert Fauber adopted on July 30, 2025, indicating they were pre-arranged transactions.

Moody’s (NYSE: MCO) CEO Fauber sells 1,467 shares after exercising options

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Moody's Corporation President and CEO Robert Fauber reported option exercises and share sales in common stock of the company. He exercised employee stock options covering 575 shares at $167.5000 per share and 592 shares at $113.3400 per share, acquiring a total of 1,167 shares. On the same date, he sold 1,467 shares in open-market transactions at $453.6700 per share, pursuant to a Rule 10b5-1 trading plan adopted on July 30, 2025. Following these transactions, he holds 52,563.918 shares directly and 22,325 shares indirectly through a trust.

Insider Trade Summary 10b5-1

Net Seller: 1,467 shares ($665,534)

Net Sell 7 txns

Insider Fauber Robert

Role President and CEO

Sold 1,467 shs ($666K)

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (right to buy)	592	$0.00	--
Exercise	Employee Stock Option (right to buy)	575	$0.00	--
Sale	Common Stock	300	$453.67	$136K
Exercise	Common Stock	592	$113.34	$67K
Exercise	Common Stock	575	$167.50	$96K
Sale	Common Stock	1,167	$453.67	$529K
holding	Common Stock	--	--	--

Holdings After Transaction: Employee Stock Option (right to buy) — 1,827 shares (Direct, null); Common Stock — 52,563.918 shares (Direct, null); Common Stock — 22,325 shares (Indirect, Trust)

Footnotes (1)

Sale of shares pursuant to a Rule 10b5-1 plan adopted by Mr. Fauber on July 30, 2025. Exercise and sale of shares pursuant to a Rule 10b5-1 plan adopted by Mr. Fauber on July 30, 2025. One fourth of options vest each year beginning with the date indicated.

Key Figures

Shares sold: 1,467 shares Sale price: $453.6700 per share Options exercised (strike $167.5000): 575 shares +5 more

8 metrics

Shares sold 1,467 shares Common stock sold at $453.6700 on June 1, 2026

Sale price $453.6700 per share Open-market or private sale of 1,467 shares

Options exercised (strike $167.5000) 575 shares Employee stock options converted to common stock

Options exercised (strike $113.3400) 592 shares Employee stock options converted to common stock

Direct holdings after transaction 52,563.918 shares Common stock held directly by Robert Fauber

Indirect holdings after transaction 22,325 shares Common stock held indirectly through a trust

Options remaining (grant at $167.5000) 2,297 options Employee stock options outstanding after exercise

Options remaining (grant at $113.3400) 1,827 options Employee stock options outstanding after exercise

Key Terms

Rule 10b5-1 plan, Employee Stock Option (right to buy), open-market sale, derivative exercise/conversion, +1 more

5 terms

Rule 10b5-1 plan regulatory

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

A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.

Employee Stock Option (right to buy) financial

"security_title: Employee Stock Option (right to buy)"

open-market sale financial

"transaction_action: open-market sale"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

derivative exercise/conversion financial

"transaction_action: derivative exercise/conversion"

indirect ownership financial

"direct_or_indirect: I, nature_of_ownership: Trust"

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Form 4 Insider Transactions: What Each Field Means →

06/02/2026 - 06:39 PM

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).

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

10007

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/01/2026		S⁽¹⁾		300	D	$453.67	52,563.918	D
Common Stock	06/01/2026		M⁽²⁾		592	A	$113.34	53,155.918	D
Common Stock	06/01/2026		M⁽²⁾		575	A	$167.5	53,730.918	D
Common Stock	06/01/2026		S⁽²⁾		1,167	D	$453.67	52,563.918	D
Common Stock								22,325	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$113.34	06/01/2026		M⁽²⁾			592	02/23/2018⁽³⁾	02/23/2027	Common Stock	592	$0	1,827	D
Employee Stock Option (right to buy)	$167.5	06/01/2026		M⁽²⁾			575	02/16/2019⁽³⁾	02/16/2028	Common Stock	575	$0	2,297	D

Explanation of Responses:

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

2. Exercise and sale of shares pursuant to a Rule 10b5-1 plan adopted by Mr. Fauber on July 30, 2025.

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

Remarks:

	Elizabeth McCarroll, by power of attorney for Robert Fauber	06/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Moody's (MCO) CEO Robert Fauber report?

Robert Fauber reported exercising employee stock options for 1,167 Moody’s shares and selling 1,467 shares in open-market transactions at $453.6700 per share. These moves adjusted his direct and indirect ownership positions in the company’s common stock.

How many Moody's (MCO) shares did the CEO sell and at what price?

Robert Fauber sold 1,467 Moody’s common shares at an average price of $453.6700 per share. The transactions were classified as open-market or private sales and were conducted on June 1, 2026, according to the reported data.

What stock options did the Moody's (MCO) CEO exercise in this Form 4?

He exercised employee stock options for 575 shares with a strike price of $167.5000 and 592 shares with a strike price of $113.3400. In total, 1,167 options converted into common stock on June 1, 2026.

How many Moody's (MCO) shares does the CEO own after these transactions?

After the reported transactions, Robert Fauber holds 52,563.918 Moody’s common shares directly. He also has an indirect holding of 22,325 shares through a trust, reflecting both personal and trust-based ownership interests in the company.

Did the Moody's (MCO) CEO retain any employee stock options after exercising?

The filing’s derivative summary shows no remaining derivative positions related to these reported options. After exercising 575 and 592 options into common shares, the counts for these specific option grants decreased, leaving 2,297 and 1,827 options outstanding as context.