Tax withholding leads Moody's (MCO) CAO Jason Phillips to dispose shares

Rhea-AI Filing Summary

Moody's Corporation chief accounting officer Jason D. Phillips reported a tax-related share disposition. On March 2, 2026, 207.547 shares of Moody's common stock were withheld at $467.49 per share to satisfy a tax obligation. After this transaction, Phillips directly owned 2,431.0735 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

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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^*

Phillips Jason D

(Last) (First) (Middle)

7 WTC AT 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Acctg Off & Controller

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		F		207.547(1)	D	$467.49	2,431.0735	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. Withholding of shares to satisfy tax obligation.

Remarks:

	Elizabeth McCarroll by power of attorney for Jason D. Phillips	03/03/2026
	** 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 insider transaction did Moody's (MCO) executive Jason D. Phillips report?

Jason D. Phillips reported a tax-related share disposition. On March 2, 2026, 207.547 Moody’s common shares were withheld to cover a tax obligation tied to equity compensation, rather than an open-market sale of shares.

Was the Moody's (MCO) Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a tax-withholding disposition. 207.547 shares were withheld at $467.49 per share to satisfy Phillips’ tax obligation, as noted in the footnote, instead of being sold on the open market.

How many Moody's (MCO) shares were involved in Jason D. Phillips’ tax withholding?

The transaction involved 207.547 common shares. These shares were withheld at a reported price of $467.49 per share to cover taxes associated with Phillips’ equity award, according to the Form 4 and its explanatory footnote.

What is Jason D. Phillips’ Moody's (MCO) share ownership after the reported Form 4 transaction?

After the tax-withholding disposition, Phillips directly holds 2,431.0735 Moody’s common shares. This figure reflects his remaining direct ownership following the withholding of 207.547 shares to satisfy the related tax obligation.

What does transaction code "F" mean in the Moody's (MCO) Form 4 for Jason D. Phillips?

Transaction code “F” indicates shares used to pay a tax liability or exercise price. In this case, 207.547 Moody’s shares were withheld specifically to satisfy Phillips’ tax obligation on equity compensation, not as a discretionary stock sale.

Is the Jason D. Phillips Form 4 for Moody's (MCO) a routine equity compensation event?

Yes, the filing describes a routine tax-withholding event. Shares were automatically withheld to cover Phillips’ tax obligation on equity awards, a common administrative mechanism rather than a voluntary decision to sell Moody’s shares in the market.