WATANABE OSAMU R. 4

4 · Moelis & Co · Filed Feb 23, 2026

AI-generated summary of this filing

Updated Feb 23, 2026

Moelis (MC) GC Osamu Watanabe Receives RSUs, Sells Shares

What Happened

Osamu Watanabe, General Counsel and Secretary of Moelis & Co., had 9,218.9 Restricted Stock Units (RSUs) settle into Class A common shares on Feb 19, 2026. Of those shares, 1,603.9 were delivered/surrendered to satisfy tax obligations (proceeds/value shown as $100,613) and 2,765 were sold in an open-market transaction at $62.23 each for $172,066. Total proceeds from the tax-related delivery and the open-market sale were $272,679. The net remaining shares from the settlement are roughly 4,850 shares (9,218.9 less 1,603.9 and 2,765).

Key Details

Transaction date: February 19, 2026; Form 4 filed February 23, 2026 (timely filing).
Transactions reported:
- RSU settlement: 9,218.9 shares acquired (conversion of derivative/RSUs).
- Tax payment/withholding: 1,603.9 shares (disposed) at $62.73 — $100,613.
- Open-market sale: 2,765 shares (sold) at $62.23 — $172,066.
- Several derivative conversion/disposition entries (totaling 9,218.9) reflect the RSU settlement mechanics.
Shares retained after these transactions: ~4,850 shares (noted from math of reported amounts; beneficial ownership reported on the full filing may provide exact post-transaction holdings).
Footnotes:
- F1/F3: RSUs were settled for Class A common stock on Feb 19, 2026.
- F2: Federal taxes are not automatically withheld from the delivered shares because Mr. Watanabe is a partner in Moelis & Company Partner Holdings LP; he sold shares to raise proceeds to satisfy tax obligations.
Filing timeliness: Filed within the normal Form 4 window (Feb 23 filing for Feb 19 transactions).

Context

This was primarily an award settlement (RSUs converted to stock) followed by routine sell-to-cover-tax withholding and an additional open-market sale for proceeds. Such sell-to-cover and related sales are common after RSU vesting and do not necessarily indicate a change in insider sentiment. The entries labeled M indicate conversion/exercise of a derivative (the RSU settlement); the F entry shows shares used to satisfy tax obligations; and the S entry is an open-market sale.

Form 4

Period: 2026-02-19

General Counsel, Secretary

Transactions

Exercise/Conversion
Class A Common Stock
[F1]
2026-02-19+9,218.9→ 9,349.9 total
Tax Payment
Class A Common Stock
2026-02-19$62.73/sh−1,603.9$100,613→ 7,746 total
Sale
Class A Common Stock
[F2]
2026-02-19$62.23/sh−2,765$172,066→ 4,981 total
Exercise/Conversion
2020 Incentive Restricted Stock Units
[F3]
2026-02-19−2,224.06→ 0 total
→ Class A Common Stock (2,224.06 underlying)
Exercise/Conversion
2021 Incentive Restricted Stock Units
[F3]
2026-02-19−2,097.6→ 2,097.6 total
→ Class A Common Stock (2,097.6 underlying)
Exercise/Conversion
2022 Incentive Restricted Stock Units
[F3]
2026-02-19−1,999.85→ 3,999.69 total
→ Class A Common Stock (1,999.85 underlying)
Exercise/Conversion
2023 Incentive Restricted Stock Units
[F3]
2026-02-19−1,583.47→ 4,750.42 total
→ Class A Common Stock (1,583.47 underlying)
Exercise/Conversion
2024 Incentive Restricted Stock Units
[F3]
2026-02-19−1,313.92→ 5,257.78 total
→ Class A Common Stock (1,313.92 underlying)

Footnotes (3)

[F1]Shares of Class A Common Stock were acquired upon settlement of Restricted Stock Units (RSUs).
[F2]Class A Common Stock sold by Mr. Watanabe in order to raise proceeds to satisfy tax obligations triggered by delivery of the Class A Common Stock upon settlement of the RSUs. Federal taxes are not withheld from Class A Common Stock delivered to Mr. Watanabe upon settlement of RSUs because he is a partner in Moelis & Company Partner Holdings LP.
[F3]The RSUs were settled for Class A common stock on February 19, 2026.

Signature

/s/ Osamu Watanabe|2026-02-23

1 file