WATANABE OSAMU R. 4

What Happened
Osamu Watanabe (General Counsel and Secretary) received two awards of vested restricted stock units (RSUs) on 2026-02-12 totaling 7,359 RSUs (5,971 + 1,388). The awards were granted at $0.00 (typical for RSU grants) and are derivative awards that give the right to receive either shares of Class A common stock or cash (Moelis’s option). This is an award/grant (not a purchase or sale).

Key Details

• Transaction date: 2026-02-12; Form 4 filed 2026-02-17 (timely filing).
• Award amounts: 5,971 RSUs and 1,388 RSUs (total 7,359 RSUs); acquisition price reported as $0.00.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Footnotes:
  • F1/F3 — Each RSU represents the right to receive a Class A share or cash at Moelis’s option; granted under the 2024 Omnibus Incentive Plan.
  • F2/F4 — These “2025 Vested” and “2025 Special Vested” RSUs vest at grant but will be delivered in equal installments on Feb 23 of 2027, 2028, 2029, 2030 and 2031; undelivered units remain subject to sale and non-compete restrictions through each delivery date.
• Filing timeliness: filed within the SEC two-business-day window (not a late filing).

Context
These are vested RSU awards that are being delivered over five future delivery dates rather than an immediate stock purchase or sale. Because Moelis may settle in stock or cash, the ultimate number of Class A shares received (if any) will depend on company settlement decisions. Awards (especially vested RSUs) are common executive compensation and do not by themselves indicate insider buying or selling intent.