Sec Form 4 Filing - MAHMOODZADEGAN NAVID @ Moelis & Co - 2025-02-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MAHMOODZADEGAN NAVID 2. Issuer Name and Ticker or Trading Symbol Moelis & Co [ MC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Co-President, MD (Last) (First) (Middle) 399 PARK AVE 3. Date of Earliest Transaction (MM/DD/YY) 02/04/2025 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 2022 Performance LP Units of MCGEH ( 1 ) ( 1 ) 02/04/2025 A( 2 ) 3,151.96 ( 3 ) ( 4 ) ( 4 ) Class A Common Stock 3,151.96 $ 0 70,837.79 D 2023 LP Units of MCGEH ( 1 ) ( 1 ) 02/04/2025 A( 5 ) 166,526 ( 5 ) ( 5 ) Class A Common Stock 166,526 $ 0 166,526 D 2023 LTI LP Units of MCGEH ( 1 ) ( 1 ) 02/04/2025 A( 6 ) 2,744 ( 6 ) ( 6 ) Class A Common Stock 2,744 $ 0 2,744 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MAHMOODZADEGAN NAVID 399 PARK AVE NEW YORK, NY10022 Co-President, MD Signatures /s/ Osamu Watanabe as attorney-in-fact for Navid Mahmoodzadegan 02/06/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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 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 4, 2025, 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. ( 3 )Amount reflects 3,151.96 Performance LP Units in dividend equivalents previously granted and included in the Book Up in February of 2025. ( 4 )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. ( 5 )Reflects a profits interest award in the form of LP Units granted to the Reporting Person on February 15, 2024 in connection with compensation awarded for the 2023 fiscal year (the "2023 LP Units"). The 2023 LP Units vest over four years as follows: (a) 40% vests on February 23, 2026, and (b) and 20% vests on each of February 23, 2027, February 23, 2028 and February 23, 2029. These 2023 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 4, 2025, the Issuers Compensation Committee certified the achievement of the Book-Up. These 2023 LP Units remain subject to the time-based vesting requirements described herein. The redemption rights described herein do not expire. ( 6 )Reflects a profits interest award in the form of Long Term Incentive LP Units granted to the Reporting Person on February 15, 2024 in connection with compensation awarded for the 2023 fiscal year (the "2023 LTI LP Units"). The 2023 LTI LP Units vest over two years as follows: 50% vests on each February 23, 2028 and February 23, 2029. These 2023 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 4, 2025, the Issuers Compensation Committee certified the achievement of the Book-Up. These 2023 LTI LP Units remain subject to the time-based vesting requirements described herein. The redemption rights described herein do not expire.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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