MOELIS KENNETH 4

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.