|4Feb 11, 6:41 PM ET

MOELIS KENNETH 4

4 · Moelis & Co · Filed Feb 11, 2026

Research Summary

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Moelis & Co (MC) Kenneth Moelis Receives 521,528-Unit Award

What Happened

  • Kenneth Moelis, Executive Chairman and a director of Moelis & Co (MC), was reported to have acquired three awards on Feb 9, 2026 totaling 521,528.34 limited partnership (LP) units (4,441.34; 198,291; and 318,796). Each award is reported at $0.00 per unit (transaction code A — award/acquisition) because these are derivative compensation awards rather than cash purchases.
  • These LP units are convertible on a one-for-one basis into Class A common stock (per the MCGEH limited partnership agreement) but remain subject to vesting, performance conditions and other restrictions described below. The Form 4 shows no immediate cash value reported for the awards.

Key Details

  • Transaction date: Feb 9, 2026. Form 4 filed Feb 11, 2026 (within the normal 2-business-day reporting window).
  • Quantity and price: 4,441.34; 198,291; and 318,796 LP units — all at $0.00 (derivative awards). Total = 521,528.34 units.
  • Shares owned after transaction: not specified in the provided excerpt of the filing.
  • Notable footnotes:
    • LP units may be redeemed one-for-one for Class A common stock (F1).
    • The issuer’s Compensation Committee certified a “Book‑Up” on Feb 9, 2026, enabling redemption/vesting mechanics tied to profits allocation (F2, F5, F6).
    • Performance LP Units require (i) a Book‑Up, (ii) meeting dividend‑adjusted stock price hurdles, and (iii) a five‑year service vesting condition; target units vest in equal installments on Feb 16 of 2026, 2027 and 2028 (excess vests Feb 16, 2028) (F4).
    • 2024 Vested LP Units and 2024 retention LP Units have their own time-based vesting/redemption schedules and certain sale/non‑compete restrictions (F5, F6). Redemption rights do not expire.
  • Filing timeliness: filed Feb 11, 2026 for a Feb 9 transaction — appears timely under Form 4 rules.

Context

  • These entries are awards (compensation) and derivative LP‑unit grants, not open‑market purchases or sales. They represent potential future shares if/when vesting and redemption conditions are met — not immediate purchases of common stock.
  • The Book‑Up certification is a technical condition indicating sufficient profits have been allocated to allow the LP units to become redeemable once vested; actual conversion to Class A shares and any sale would depend on satisfying vesting, performance hurdles, and any contractual holding restrictions.

Insider Transaction Report

Form 4
Period: 2026-02-09
MOELIS KENNETH
DirectorExecutive Chairman
Transactions
  • Award

    2022 Performance LP Units of MCGEH (Granted Feb 16, 2023)

    [F1][F2][F3][F4]
    2026-02-09+4,441.3496,531.1 total
    Class A Common Stock (4,441.34 underlying)
  • Award

    2024 Vested LP Units of MCGEH (Granted February 13, 2025)

    [F1][F5]
    2026-02-09+198,291198,291 total
    Class A Common Stock (198,291 underlying)
  • Award

    2024 LP Units of MCGEH (Granted February 13, 2025)

    [F1][F6]
    2026-02-09+318,796318,796 total
    Class A Common Stock (318,796 underlying)
Footnotes (6)
  • [F1]Limited partnership units of MCGEH may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of MCGEH.
  • [F2]Reflects dividend equivalents on a profits interest award in the form of LP Units previously granted to the Reporting Person in February 2023 in connection with the compensation for the 2022 fiscal year, which are subject to the performance and time-based vesting requirements described below. These dividend equivalents LP Units may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis after the LP Units become vested and a sufficient amount of profits have been allocated to the holder of the LP Units (the "Book-Up"). On February 9, 2026, the Issuer's Compensation Committee certified the achievement of the Book-Up, and these LP Units remain subject to the performance and time-based vesting requirements described below.
  • [F3]Amount reflects 4,441.34 Performance LP Units in dividend equivalents previously granted and included in the Book Up in February of 2026.
  • [F4]These Performance LP Units are subject to three conditions in order to vest: (i) a Book-Up, (ii) certain performance conditions based on meeting or exceeding specified dividend adjusted stock price hurdles and (iii) a five year service vesting condition. The target amount of Performance LP Units (and related dividend equivalents) satisfy the time-vesting requirement in equal installments on each of February 16, 2026, 2027 and 2028 and Performance LP Units in excess of the target Performance LP Units (and related dividend equivalents) satisfy the time -vesting requirement on February 16, 2028. The redemption rights described herein do not expire.
  • [F5]On February 13, 2025, the Reporting Person was granted a profits interest award in the form of LP Units in connection with compensation for the 2024 fiscal year (the "2024 Vested LP Units"). The 2024 Vested LP Units vest at grant and may be redeemed as follows: (a) 40% on February 23, 2027, and (b) and 20% on each of February 23, 2028, February 23, 2029 and February 23, 2030. These 2024 Vested LP units may be redeemded by the holder for shares of Class A Common Stock on a one-for-one basis beginning on the third anniversary of the grant date (February 2028) and a sufficient amount of profits have been allocated to the holder of the LP Units (the "Book-Up"). On February 9, 2026, the Issuers Compensation Committee certified the achievement of the Book-Up. In addition, the 2024 Vested LP Units are subject to sale and non-compete restrictions through the fifth anniversary of the grant date. The redemption rights described herein do not expire.
  • [F6]On February 13, 2025, the Reporting Person was granted a profits interest retention award in the form of LP Units (the "2024 LP Units"), which was perviously reported on Form 8-K on February 10, 2025. The 2024 LP Units vest 100% on February 13, 2029. These 2024 LP units may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis beginning on the fifth anniversary of the grant date (February 2030) and a sufficient amount of profits have been allocated to the holder of the LP Units (the "Book-Up"). On February 9, 2026, the Issuers Compensation Committee certified the achievement of the Book-Up. These 2024 LP Units remain subject to the time-based vesting requirements described herein. The redemption rights described herein do not expire.
Signature
/s/ Osamu Watanabe as attorney-in-fact for Kenneth Moelis|2026-02-11

Documents

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