Pilcher Ciafone Katherine 4

What Happened

• Katherine Pilcher Ciafone, Chief Operating Officer of Moelis & Co (MC), was granted two profits-interest awards on Feb 9, 2026: 8,161 LP units and 2,550 Long‑Term Incentive (LTI) LP units. Both awards were granted at $0.00 (derivative awards) for a combined total of 10,711 LP units.
• These LP units are derivative interests that may be redeemed one-for-one for Class A common stock after the units vest and after a sufficient allocation of profits has occurred (the “Book‑Up”). The Issuer’s Compensation Committee certified achievement of the Book‑Up on Feb 9, 2026. No cash was paid in connection with these grants.

Key Details

• Transaction date(s): Feb 9, 2026 (reported on Form 4 filed Feb 11, 2026).
• Prices: $0.00 per unit; total reported cash value $0 (derivative awards).
• Awards by footnote mapping:
  • 8,161 units — “2024 LP Units” (F2): vesting schedule — 40% vests on Feb 23, 2027; then 20% on each of Feb 23, 2028, Feb 23, 2029 and Feb 23, 2030.
  • 2,550 units — “2024 LTI LP Units” (F3): vesting schedule — 33% vests on each of Feb 23, 2028, Feb 23, 2029 and Feb 23, 2030.
• Redemption: Per footnote (F1) and F2/F3, LP units may be redeemed one-for-one for Class A common stock after vesting and after profits are allocated; redemption rights do not expire.
• Shares owned after transaction: Not specified in the provided excerpt of the filing.
• Filing timeliness: Report filed Feb 11, 2026 for a Feb 9, 2026 transaction; this appears to be filed within the standard two-business‑day Form 4 reporting window.

Context

• These were grants/awards (not purchases or sales). Awards are compensation and typically subject to time‑based vesting; they do not represent immediate open‑market buying or selling.
• For retail investors, such grants signal manager compensation alignment with equity but do not, by themselves, indicate an immediate change in insider holdings or intent to buy/sell until/if units are redeemed for stock.