MAHMOODZADEGAN NAVID 4

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.