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Moelis & Co (NYSE: MC) COO granted additional dividend-equivalent RSUs

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Pilcher Ciafone Katherine reported acquisition or exercise transactions in this Form 4 filing.

Moelis & Co Chief Operating Officer Katherine Pilcher Ciafone received additional incentive RSUs as part of her equity compensation. On March 26, she was granted 16.48 RSUs linked to 2021 incentives and 46.89 RSUs linked to 2022 incentives, each convertible into an equivalent number of Class A common shares or cash at the company’s option.

The footnotes state these incentive RSUs were issued as dividend equivalents on her existing unvested incentive RSUs granted in February 2022 and February 2023. The dividend-equivalent RSUs will vest on the same schedule as the underlying unvested incentive RSUs, reflecting routine compensation rather than open-market buying or selling.

Positive

  • None.

Negative

  • None.
Insider Pilcher Ciafone Katherine
Role Chief Operating Officer
Type Security Shares Price Value
Grant/Award 2021 Incentive RSUs 16.48 $0.00 --
Grant/Award 2022 Incentive RSUs 46.89 $0.00 --
Holdings After Transaction: 2021 Incentive RSUs — 1,422.1 shares (Direct); 2022 Incentive RSUs — 4,046.58 shares (Direct)
Footnotes (1)
  1. Each Restricted Stock Unit (RSU) represents the right to receive upon settlement either, at Moelis & Company's option, a share of Class A common stock or an amount of cash equal to the fair market value of such share. Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on February 17, 2022 (and dividend equivalents subsequently issued thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs. Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on February 16, 2023 (and dividend equivalents subsequently issued thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs.
2021 incentive RSUs granted 16.48 RSUs Dividend-equivalent RSUs granted on March 26, 2026
2022 incentive RSUs granted 46.89 RSUs Dividend-equivalent RSUs granted on March 26, 2026
2021 incentive RSUs after grant 1,422.10 RSUs Total derivative holdings following transaction
2022 incentive RSUs after grant 4,046.58 RSUs Total derivative holdings following transaction
RSU grant price $0.00 per unit Compensation grant with no purchase price
Restricted Stock Unit (RSU) financial
"Each Restricted Stock Unit (RSU) represents the right to receive upon settlement either..."
A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.
dividend equivalents financial
"Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs..."
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
Class A common stock financial
"a share of Class A common stock or an amount of cash equal to the fair market value..."
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
fair market value financial
"an amount of cash equal to the fair market value of such share"
The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.
vest concurrently financial
"The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Pilcher Ciafone Katherine
(Last)(First)(Middle)
C/O MOELIS & COMPANY
399 PARK AVE
(Street)
NEW YORK NEW YORK 10022
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Moelis & Co [ MC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/26/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
2021 Incentive RSUs$0(1)03/26/2026A16.48 (2) (2)Class A Common Stock16.48$01,422.1D
2022 Incentive RSUs$0(1)03/26/2026A46.89 (3) (3)Class A Common Stock46.89$04,046.58D
Explanation of Responses:
1. Each Restricted Stock Unit (RSU) represents the right to receive upon settlement either, at Moelis & Company's option, a share of Class A common stock or an amount of cash equal to the fair market value of such share.
2. Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on February 17, 2022 (and dividend equivalents subsequently issued thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs.
3. Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on February 16, 2023 (and dividend equivalents subsequently issued thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs.
/s/ Osamu Watanabe as attorney-in-fact for Katherine Pilcher Ciafone03/30/2026
** Signature of Reporting PersonDate
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 Moelis & Co (MC) report for Katherine Pilcher Ciafone?

Moelis & Co reported that Chief Operating Officer Katherine Pilcher Ciafone received additional incentive RSUs as compensation. She was granted 16.48 2021 incentive RSUs and 46.89 2022 incentive RSUs, which are structured as dividend equivalents on her existing unvested incentive RSUs.

Are the Moelis & Co (MC) insider RSU awards open-market purchases or sales?

The reported RSU awards are not open-market purchases or sales. They are compensation-related grants coded as acquisitions, issued as dividend equivalents on existing unvested incentive RSUs, with no cash price per unit and no immediate market transaction involved.

How many Moelis & Co incentive RSUs does Katherine Pilcher Ciafone hold after these grants?

After the reported transactions, holdings tied to the 2021 incentive RSUs total 1,422.10 units, while holdings tied to the 2022 incentive RSUs total 4,046.58 units. Each RSU represents a right to stock or cash with value equal to a share of Class A common stock.

What does each Moelis & Co (MC) Restricted Stock Unit represent for the insider?

Each Restricted Stock Unit represents the right to receive, upon settlement, either a share of Moelis & Co Class A common stock or cash equal to that share’s fair market value, at the company’s option, providing equity-linked compensation without an initial purchase price.

Why were dividend equivalent incentive RSUs issued to the Moelis & Co COO?

The dividend equivalent incentive RSUs were issued on her unvested underlying incentive RSUs granted in February 2022 and February 2023. They mirror dividends on common shares, and will vest concurrently with those underlying unvested awards, aligning compensation with long-term shareholder outcomes.