02/17/2026 | Press release | Distributed by Public on 02/17/2026 18:26
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2025 Vested Incentive RSUs(1) | (1) | 02/12/2026 | A | 5,971 | (2) | (2) | Class A Common Stock | 5,971 | $ 0 | 5,971 | D | ||||
| 2025 Special Vested Incentive RSUs(3) | (3) | 02/12/2026 | A | 1,388 | (4) | (4) | Class A Common Stock | 1,388 | $ 0 | 1,388 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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WATANABE OSAMU R. C/O MOELIS & COMPANY 399 PARK AVE, 5TH FLOOR NEW YORK, NY 10022 |
General Counsel, Secretary | |||
| /s/ Osamu Watanabe | 02/17/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Each 2025 Vested Incentive RSU represents the right to receive upon settlement either, at Moelis & Company's option, a share of Class A common stock or an amount in cash equal to the fair market value of such share. Grant of Restricted Stock Units pursuant to the Moelis & Company 2024 Omnibus Incentive Plan. |
| (2) | The 2025 Vested Incentive Restricted Stock Units vest at grant and are delivered in equal installments on February 23, 2027, February 23, 2028, February 23, 2029, February 23, 2030 and February 23, 2031. The Vested 2025 Incentive Restricted Stock Units not yet delivered are subject to sale and non-compete restrictions through the applicable Delivery Date. |
| (3) | Each 2025 Special Vested Incentive RSU represents the right to receive upon settlement either, at Moelis & Company's option, a share of Class A common stock or an amount in cash equal to the fair market value of such share. Grant of Restricted Stock Units pursuant to the Moelis & Company 2024 Omnibus Incentive Plan. |
| (4) | The 2025 Special Vested Incentive Restricted Stock Units vest at grant and are delivered in equal installments on February 23, 2027, February 23, 2028, February 23, 2029, February 23, 2030 and February 23, 2031. The Vested 2025 Incentive Restricted Stock Units not yet delivered are subject to sale and non-compete restrictions through the applicable Delivery Date. |