MAHMOODZADEGAN NAVID 4
4 · Moelis & Co · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
Moelis & Co (MC) CEO Navid Mahmoodzadegan Receives ~692.7K Unit Award
What Happened
- Navid Mahmoodzadegan, Chief Executive Officer of Moelis & Co. (MC), received awards on Feb 9, 2026 totaling 692,704.45 limited partnership ("LP") units (derivative awards) that may be redeemed one-for-one for Class A common shares. The grants reported were: 3,416.39 units, 184,519 units, 51,007 units and 453,762.06 units. All were granted at $0.00 (award/derivative grants), not open‑market purchases or sales. These are compensation awards subject to performance and/or time-based vesting schedules rather than immediate share issuances.
Key Details
- Transaction date and price: Feb 9, 2026; $0.00 per unit (transaction code A = award/grant).
- Total units granted: 692,704.45 LP Units (convertible one-for-one to Class A shares once vesting and profit allocation conditions are met).
- Book-Up certified: Issuer’s Compensation Committee certified the required "Book‑Up" on Feb 9, 2026 (a prerequisite to redemption/convertibility).
- Vesting/terms highlights:
- Some units are dividend equivalents on prior performance awards and are subject to performance hurdles and multi‑year service vesting (examples: time-vesting installments on Feb 16, 2026/2027/2028 for certain awards; other performance awards vest in installments on Sep 30, 2028/2029/2030).
- 2024 vested and LTI LP Units have separate multi-year vesting/redemption schedules and some carry sale/non-compete restrictions through the fifth anniversary of the grant.
- Redemption rights do not expire; conversion to Class A shares requires both vesting and sufficient profits allocated to the holder.
- Shares owned after transaction: not specified in the Form 4 provided.
- Filing: Form 4 filed Feb 11, 2026 (covers Feb 9, 2026 transactions) — appears timely (filed within standard two business days).
Context
- These are derivative compensation awards (profits‑interest LP Units), not direct purchases or sales. They become ordinary shares only after vesting/performance conditions and a sufficient profits allocation ("Book‑Up"). Because vesting and performance conditions remain for many of the units, these grants do not represent immediate share ownership or a short‑term market commitment.
Insider Transaction Report
Form 4
MAHMOODZADEGAN NAVID
DirectorChief Executive Officer
Transactions
- Award
2022 Performance LP Units of MCGEH (Granted Feb 16, 2023)
[F1][F2][F3][F4]2026-02-09+3,416.39→ 74,254.17 total→ Class A Common Stock (3,416.39 underlying) - Award
2024 Vested LP Units of MCGEH (Granted February 13, 2025)
[F1][F5]2026-02-09+184,519→ 184,519 total→ Class A Common Stock (184,519 underlying) - Award
2024 LTI LP Units of MCGEH (Granted February 13, 2025)
[F1][F6]2026-02-09+51,007→ 51,007 total→ Class A Common Stock (51,007 underlying) - Award
2025 Performance LP Units of MCGEH (Granted June 9, 2025)
[F1][F7][F8][F9]2026-02-09+453,762.06→ 453,762.06 total→ Class A Common Stock (453,762.06 underlying)
Footnotes (9)
- [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 3,416.39 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 award in the form of Long Term Incentive LP Units in connection with compensation for the 2024 fiscal year (the "2024 LTI LP Units"). The 2024 LTI LP Units vest over three years as follows: 33% vests on each February 23, 2028, February 23, 2029 and February 23, 2030. These 2024 LTI LP Units may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis after the LTI LP Units become vested and a sufficient amount of profits have been allocated to the holder of the LTI LP Units (the "Book-Up"). On February 9, 2026, the Issuers Compensation Committee certified the achievement of the Book-Up. These 2024 LTI LP Units remain subject to the time-based vesting requirements described herein. The redemption rights described herein do not expire.
- [F7]On June 9, 2025, the Reporting Person was granted a profits interest award in the form of LP Units in connection with being named Chief Executive Officer, which was previously reported on Form 8-K on June 9, 2025. These LP Units are subject to the performance and time-based vesting requirements described below. These 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.
- [F8]Amount reflects target award of 450,000 Performance LP Units plus 3,762.06 Performance LP Units in dividend equivalents previously granted and included in the Book Up in February of 2026.
- [F9]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. At this time, only the Book-Up condition has been met. The target amount of Performance LP Units (and related dividend equivalents) satisfy the time-vesting requirement in equal installments on each of September 30, 2028, 2029 and 2030. The redemption rights described herein do not expire.
Signature
/s/ Osamu Watanabe as attorney-in-fact for Navid Mahmoodzadegan|2026-02-11