WATANABE OSAMU R. 4

What Happened Osamu R. Watanabe, General Counsel and Secretary of Moelis & Company (MC), received a total of 229.69 restricted stock units (RSUs) on June 18, 2026. These awards were recorded as derivative grants (transaction code A) at $0.00 per share (no cash paid). The awards were issued as dividend equivalents tied to previously issued, unvested incentive RSUs.

Key Details

• Transaction date: June 18, 2026; Form 4 filed June 23, 2026 (appears filed one business day after the two‑business‑day deadline).
• Awards: six grant entries totaling 229.69 RSUs (20.53; 39.15; 46.50; 51.47; 58.45; 13.59), price reported $0.00.
• Nature: Derivative RSUs (dividend equivalents) — no immediate cash value received; value realized only upon settlement.
• Settlement: Each RSU represents the right to receive either one share of Class A common stock or cash equal to the share’s fair market value (Moelis’s option). (See footnote F1.)
• Vesting: These RSUs were issued as dividend equivalents on unvested underlying Incentive RSUs from prior grants (Feb 17, 2022; Feb 16, 2023; Feb 15, 2024; Feb 13, 2025; Feb 12, 2026) and one Special Incentive RSU; they will vest concurrently with the underlying unvested RSUs. (Footnotes F2–F7.)
• Shares owned after transaction: not disclosed in the provided excerpt.

Context

• These awards are not open‑market purchases or sales — they are compensatory equity awards (common for executives and employees) and generally vest later, so they do not indicate an immediate personal purchase or sale.
• Because they are dividend‑equivalent RSUs tied to earlier grants, they are treated as additional compensation that will convert to cash or stock only when the underlying RSUs vest or are settled.