DEF 14A of Moelis & Co, Apr 30, 2026

DEF 14A of Moelis & Co

Filed Apr 30, 2026 · FY20250001193125-26-193242

Open on EDGAR

  1. Navid Mahmoodzadegan

    | Stock Vested in 2025 | 67 | | Nonqualified Deferred Compensation for 2025 | 67 | | Potential Payments upon Termination of Employment or Change in Control | 67 | | Other Compensation Arrangements | 69 | | Assessment of Risk of Our Compensation Program | 69 | | CEO Pay Ratio | 69 | | Pay Versus Performance Table | 71 | | Compensation Committee Report | 74 | | Proposal 2: Advisory Vote on Executive Compensation | 75 | | Stock Ownership of Certain Beneficial Owners and Management | 76 | | Certain Relationships and Related Person Transactions | 78 | | Transactions with Our Directors, Executive Officers and 5% Holders | 78 | | Transactions with Moelis Asset Management LP | 81 | | Transactions with Atlas Crest | 83 | | Policies and Procedures for Related Person Transactions | 84 | | Proposal 3: Ratification of Independent Auditor | 85 | | Deloitte Fees | 85 | | Audit Committee Pre-Approval | 85 | | Audit Committee Report | 86 | | General Information | 87 | | Additional Information | 91 | | Procedures for Submitting Stockholder Proposals | 91 | | Annex A: Non-GAAP Financial Measures | A-1 | | Reconciliation of GAAP to Adjusted (non-GAAP) Financial Information | A-2 |

  2. Our Board of Directors

    Our Board of Directors Our Board is comprised of directors with a wide range of skills, experiences and backgrounds, which contribute to the Board’s ability to effectively oversee the Company and execute on its long-term strategy.

  3. Our Board of Directors

    | | Proxy Statement Highlights |

  4. Our Board of Directors

    In determining that each director should be nominated for re-election, our Board considered his or her service, business experience, prior directorships, qualifications, attributes and skills described in the biographies set forth below under “Proposal 1: Election of Directors—Directors.”

  5. Proposal 1: Election of Directors

    Proposal 1: Election of Directors Our Board is currently comprised of seven directors. At the Annual Meeting, stockholders will vote to elect as directors of the Company the seven nominees named in this Proxy Statement. Each of the directors elected at the Annual Meeting will hold office until the 2027 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified. The Board has nominated Kenneth Moelis, Navid Mahmoodzadegan, Eric Cantor, Thorold Barker, Louise Mirrer, Kenneth L. Shropshire and Laila Worrell for election at the Annual Meeting. The persons named as proxies will vote to elect each of these nominees unless a stockholder indicates that his or her shares should be withheld with respect to one or more of such nominees.

  6. Directors

    Directors The following sets forth information regarding our directors, including their ages as of the date hereof.

  7. Directors

    | Kenneth Moelis, 67 Executive Chairman | Kenneth Moelis is the Founder and Executive Chairman of the Board of Moelis & Company. Mr. Moelis has over 40 years of experience both as an investment banker and an executive, having served in various significant leadership roles where he has been responsible for the innovation and growth of franchises across the industry. Prior to founding the Company, Mr. Moelis was President of UBS Investment Bank and previously, Head of Corporate Finance at Donaldson, Lufkin & Jenrette. He began his investment banking career at Drexel Burnham Lambert. Mr. Moelis holds a B.S. in Economics and an M.B.A. from the Wharton School at the University of Pennsylvania. He is a member of the Business Council and currently serves on the Wharton Board of Advisors and the Ronald Reagan UCLA Medical Center Board of Advisors. Mr. Moelis is also serving on the Board of Directors for the Los Angeles 2028 Olympic and Paralympic Games. He was formerly Board Chair and Director of the Tourette Association of America and served on the Board of Trustees at the University of Pennsylvania for 10 years. Mr. Moelis’s knowledge of and extensive experience in investment banking and the financial services industry give the Board valuable industry-specific knowledge and expertise on these and other matters. In addition, as our Founder and Executive Chairman, he has an unparalleled understanding of our business and operations, which positions him well to serve on our Board. | | Navid Mahmoodzadegan, 56 CEO | Navid Mahmoodzadegan is a Co-Founder of Moelis & Company and became the Company’s CEO in October 2025. Mr. Mahmoodzadegan has been a member of the Company’s Board since October 2025. He previously served as Co-President of the Company. Mr. Mahmoodzadegan has over 30 years of investment banking experience. Prior to Moelis & Company, he held leadership roles at UBS Investment Bank, including Global Head of Media Investment Banking. Mr. Mahmoodzadegan was previously an investment banker at Donaldson, Lufkin & Jenrette and began his career as an attorney at Irell & Manella. Mr. Mahmoodzadegan holds an A.B. with Highest Distinction from the University of Michigan (Phi Beta Kappa) and a J.D. from Harvard Law School, magna cum laude. He currently serves on the Board of Directors of the Partnership for New York City, the President’s Advisory Group at the University of Michigan and the Taft School Board of Trustees. He previously served as Board Chair for the Carlthorp School Board of Trustees and the National Board of Directors of JumpStart. As a Co-President of the Firm, Mr. Mahmoodzadegan has been involved in every major decision we have made and has been a key driver of our Firm’s most impactful strategic growth initiatives which positions him well to sit on our Board. As our CEO, Mr. Mahmoodzadegan is responsible for spearheading the strategy of the Firm, which when paired with his deep Firm and industry knowledge, positions him well to serve on our Board. |

  8. Directors

    | | Proposal 1: Election of Directors |

  9. Directors

    | Eric Cantor, 62 Managing Director, Vice Chairman of the Company and Director | Eric Cantor has served as a Managing Director, Vice Chairman of the Company, and a director of our Company since September 2014. Mr. Cantor, who has more than 30 years of political and business experience, was formerly United States Representative for Virginia’s 7th Congressional District and U.S. House Majority Leader. He served in the U.S. House of Representatives from 2001 to 2014. He was elected by his colleagues in the House to serve as the Majority Leader for the 112th and 113th Congresses where he led the public policy agenda for the House. During his time in office, Mr. Cantor was a leading voice on the economy, job creation and policies focused on improving the lives of the American middle class. He championed pro-growth solutions including lowering taxes, eliminating excessive regulation, strengthening businesses, and encouraging entrepreneurship. He was also regularly featured in publications focusing on a wide range of topics including both domestic and international matters. Mr. Cantor holds a B.A. from The George Washington University, a J.D. from The College of William and Mary, and an M.A. from Columbia University. He serves as a member of the Bipartisan Policy Center’s Executive Council on Infrastructure and has been named a visiting fellow at Harvard University’s John F. Kennedy School of Government. He served on the U.S. Department of Defense Policy Board from 2017-2020. Mr. Cantor’s knowledge of public and economic policy, his extensive experience in public policy, international business and geo-politics and his investment banking experience position him well to serve on our Board. | | Thorold Barker, 54 Independent Director | Thorold Barker has been a director since July 2025. He has over 30 years of experience across journalism, finance, and geopolitics. Since 2024, Mr. Barker has served as a Senior Adviser at Alix Partners. From 2013 until 2023, he served as The Wall Street Journal’s Editor for Europe, Middle East and Africa, during the European debt crisis, Brexit, the COVID-19 pandemic, and the start of the Russia-Ukraine conflict. Mr. Barker was also the Masthead Editor overseeing the Journal’s global events, including the CEO Council. Mr. Barker joined The Wall Street Journal in New York in 2008, as Editor of Heard on the Street, the publication’s commentary and analysis column covering business and finance. Earlier in his career, Mr. Barker was the U.S. Editor of the Lex Column and a reporter at the Financial Times. He started his career as a strategy consultant at Bain & Company. His affiliations include serving as a visiting fellow at the University of Oxford since 2022 and sitting on the board of Tiger21 since 2024. Mr. Barker holds a degree in Modern Languages from Trinity College, Cambridge. Mr. Barker’s unique perspective shaped by his global experience across business, media, and policy positions him well to serve on our Board. | | Louise Mirrer, 72 Independent Director | Louise Mirrer has been a director since September 2024. She has over 40 years of experience in academia and the non-profit sector, including more than 20 years of executive leadership. Since 2004, she has served as the President and CEO of the New York Historical Society, where she has significantly enhanced its position as a leading cultural and educational institution. Louise has authored four books on historical themes and has held faculty positions at Fordham University, UCLA, and the University of Minnesota-Twin Cities. She previously served as Vice Provost for Arts, Sciences, and Engineering at the University of Minnesota-Twin Cities and Executive Vice Chancellor for Academic Affairs at the City University of New York. Her honors include induction into the Crain’s New York Business Hall of Fame (2018), membership in the Council on Foreign Relations (2017), and recognitions such as the Officer’s Cross from Spain (2017) and the Beacon Award (2017). She also received the Medal of Merit from the Saint Nicholas Society (2016), a Doctor of Letters, Honoris Causa from Marymount College (2016), and the Chinatown Partnership Historic Trailblazer Award (2013). In 2007, she was honored with the Woman of Distinction Medal, the Honorary Fellowship of Wolfson College, Cambridge, and the Dean’s Medal from CUNY Honors College (2005). Louise holds a double Ph.D. in Spanish and Humanities from Stanford University, a graduate diploma from Cambridge, and a B.A. in Spanish from the University of Pennsylvania. Dr. Mirrer’s executive leadership experience and diversity of perspective from her involvement in the non-profit sector positions her well to serve on our Board. |

  10. Directors

    | | Proposal 1: Election of Directors |

  11. Directors

    | Kenneth L. Shropshire, 71 Lead Independent Director | Kenneth L. Shropshire has been a director since July 2014 and has been our Lead Independent Director since 2022. Mr. Shropshire is the David W. Hauck Professor Emeritus at the Wharton School at the University of Pennsylvania and the former Faculty Director of its Wharton Sports Business Initiative. Mr. Shropshire joined the Wharton faculty in 1986 specializing in sports business and law and served as Chairman of the Wharton School’s Legal Studies and Business Ethics department from 2000 to 2005. Prior to returning to Wharton, Mr. Shropshire was the Adidas Distinguished Professor of Global Sport and CEO of Global Sport Institute at Arizona State University from 2017 to 2022. His consulting roles have included work for the NFL, the NCAA, the NFL Players Association and USA Track and Field, and he was an executive on the organizing committee for the 1984 Los Angeles Olympic Games. Mr. Shropshire was previously a member of the Board of Directors of Peace Players International and Valley Green Bank in Philadelphia and a trustee of the Women’s Sports Foundation. He is a former president of the Sports Lawyers Association, the largest such organization in the world, and Program Chair of the ABA Forum Committee, Sports Law Section. Mr. Shropshire is the author of numerous books and articles on the business of sports. He holds an A.B. in Economics from Stanford University and a J.D. from Columbia Law School. Mr. Shropshire’s knowledge of corporate and business law and his extensive experience with business law and ethics, negotiation, and dispute resolution position him well to serve on our Board. | | Laila J. Worrell, 58 Independent Director | Laila Worrell has been a director since January 2023. She has over 30 years of leadership experience in both public and private-equity owned companies. She currently serves as CEO of Material Plus, a marketing services company owned by Blackstone and Tailwind Capital. Previously, she served in various private equity portfolio leadership and advisory roles. After joining KKR-owned Aricent as COO in 2017, she was instrumental in the company’s acquisition for $2.1b by publicly traded Altran Technologies, creating the largest product design and engineering company in the world. After succeeding Aricent’s CEO, she was appointed CEO of Altran Americas and again played a key role in its $5.5b acquisition by Capgemini in 2020. She formerly served as CEO of HBR Global, following her appointment as an HBS Executive Fellow. Laila has also served as senior advisor and operating partner at CDPQ, one of the largest private equity investors globally, and as Partner and Managing Director in Boston Consulting Group’s Principal Investing and Private Equity (PIPE) practice. Previously, Laila held a number of senior leadership roles at Accenture, heading its $2b New York Metro region and growth and strategy for Accenture’s $13b North American business. Laila sits on the Advisory Council for the American Museum of Natural History, a position she’s held since 2012. Laila has been a board member of the Harvard Business School Club of New York since 2013, and she has previously served on the Corporate Advisory Board of Lincoln Center for the Performing Arts and its Women’s Leadership Council. From 2007 to 2014, she served as the Board Chair of Susan G. Komen Greater NYC. Laila holds a BA from The University of Texas at Austin and an MBA from Harvard Business School. Ms. Worrell’s senior executive and strategic leadership experience from a range of institutions and her expertise across technology, media and business services positions her well to serve on our Board. |

  12. Directors

    | | Proposal 1: Election of Directors |

  13. Directors

    Our Board is comprised of directors with a wide range of skills, experiences, and backgrounds, which contribute to the Board’s ability to effectively oversee the Company and execute its long-term strategy. The presentation below is a summary of skills and experiences found on the Board, with information provided by the director nominees:

  14. Directors

    | Skills | Moelis | Mahmoodzadegan | Cantor | Barker | Mirrer | Shropshire | Worrell | | Executive/Strategic Leadership | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | CEO-Level Experience | ✓ | ✓ | | | ✓ | ✓ | ✓ | | Finance/Accounting/Auditing | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Financial Services (non-IB) | ✓ | | | ✓ | | ✓ | ✓ | | Media/Branding/Marketing | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Compensation | ✓ | ✓ | | | ✓ | | ✓ | | Academia/Education | | | | | ✓ | ✓ | | | Corporate Responsibility | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Tech/Cybersecurity Oversight | ✓ | | ✓ | | | | ✓ | | Risk Management | ✓ | ✓ | ✓ | | ✓ | | ✓ | | Law/Public Policy/Regulatory | | ✓ | ✓ | | | ✓ | | | Additional Board Experience | ✓ | ✓ | | ✓ | | ✓ | ✓ |

  15. Directors

    | | | |

  16. Directors

    | | Proposal 1: Election of Directors |

  17. Directors

    Director Independence

  18. Directors

    | • 4 of our 7 directors are independent, as determined pursuant to the NYSE listing standards. • 3 of our 4 independent directors were appointed in the last three years. • All of the Board’s committees are comprised solely of independent directors. • Each of the Board’s committees has a different chairperson. • Our Lead Independent Director is a member of all committees. • Our Lead Independent Director has responsibility for, among other things, presiding over Board meetings and executive sessions, liaising between the independent directors and the Executive Chairman, overseeing the information provided to the Board and assisting with stockholder communications. • The independent directors regularly engage in executive sessions following Board or committee meetings. • Our Board performs an annual self-assessment, with the results discussed during Board meetings. |

  19. Director Nominees and Board Recommendation

    Director Nominees and Board Recommendation In the event that any nominee for director becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the persons named as proxies will vote the proxies in their discretion for any nominee who is designated by the current Board to fill the vacancy. All of the nominees are currently serving as directors and we do not expect that any of the nominees will be unavailable or will decline to serve. In determining that each director should be nominated for re-election, our Board considered his or her service, business experience, prior directorships, qualifications, attributes and skills described in the biography set forth above.

  20. Director Nominees and Board Recommendation

    | The Board recommends that you vote “FOR” each of the director nominees in this Proposal 1 |

  21. Director Nominees and Board Recommendation

    | | Corporate Governance |

  22. Corporate Governance

    Corporate Governance The Company is governed by the Board and various committees of the Board that meet regularly throughout the year. Our Board has three standing committees, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each committee has adopted and operates under a written charter. You are encouraged to visit our website at www.moelis.com to view or to obtain copies of our Corporate Governance Guidelines, committee charters and Code of Business Conduct and Ethics. Additional information relating to the corporate governance of our Company is also set forth below and included in other sections of this Proxy Statement.

  23. Board Leadership and Succession Planning

    Board Leadership and Succession Planning Our Board is committed to governance practices that support the long-term success of the Company and the interests of all shareholders. In 2025, in connection with the Firm’s first CEO transition since our founding, the Board carefully reviewed its leadership structure and succession plans, taking into account our performance, strategic momentum, culture and the considerations of our clients, shareholders and employees. Following this review, the Board determined that the combination of an Executive Chairman, a CEO who serves as a director, and a Lead Independent Director is the most effective structure for Moelis at this stage of our development. Executive Chairman As Executive Chairman, Mr. Moelis provides deep knowledge of the Company and its industry, global client relationships and critical stewardship of the Moelis brand, culture and talent. He focuses on long-term strategic priorities in partnership with the CEO and the Board, and spends significant time with clients and corporate boards globally as a trusted advisor and in partnership with our bankers. Mr. Moelis’s continued client and Board engagement provides important continuity as the Firm executes on its next phase of growth. Lead Independent Director Ken Shropshire was elected our Lead Independent Director in March 2022 and has been reappointed annually by the Board. Mr. Shropshire is an independent director who has served on our Board since our IPO. Mr. Shropshire provides an important counterbalance and leadership role on behalf of the independent directors. Among other responsibilities, Mr. Shropshire, as the Lead Independent Director: (i) presides at executive sessions of the independent directors; (ii) serves as a liaison between the independent directors and the Executive Chairman and CEO; (iii) is available for consultation and direct communication with major stockholders when appropriate; and (iv) presides at all meetings of the Board at which the Executive Chairman is not present. The Board, including the Lead Independent Director, maintains active oversight of the CEO and the Firm’s leadership structure. Chief Executive Officer As CEO, Mr. Mahmoodzadegan is the Firm’s principal executive officer with oversight from the Board. Mr. Mahmoodzadegan is responsible for setting the strategic direction of the Company, with a focus on driving growth and investing in the Firm’s talent, while continuing to actively advise clients. Mr. Mahmoodzadegan will continue to drive sustainable business growth and execute against a well-defined set of priorities in line with the Company’s strategic plan.

  24. Board Leadership and Succession Planning

    | | Corporate Governance |

  25. Board Leadership and Succession Planning

    Succession Planning Succession planning for our CEO and senior leadership team is a standing responsibility of the Board. The Board oversees CEO and senior leadership succession planning in accordance with its Corporate Governance Guidelines and regularly reviews succession plans. The Board reviews short- and long-term succession plans in executive session, including potential candidates, development plans for high-potential leaders and emergency succession scenarios. The 2025 leadership transition from Mr. Moelis to Mr. Mahmoodzadegan as CEO was the culmination of a comprehensive and deliberate process led by the Board. In evaluating the timing and structure of the 2025 leadership transition, the Board considered, among other factors, the Firm’s strong financial performance and strategic momentum; the depth and readiness of internal candidates; and the importance of continuity for our clients, employees and shareholders. After this review, the Board concluded that a transition to Mr. Mahmoodzadegan as CEO, with Mr. Moelis as Executive Chairman, and continued leadership from Mr. Shropshire as the Lead Independent Director, provides an orderly transition of leadership responsibilities with continued strong independent oversight. This transition establishes Mr. Mahmoodzadegan, as CEO, leading the Firm’s strategy and operations, while preserving the benefits from Mr. Moelis’s deep experience and client relationships. The Board will continue to review its leadership structure at least annually and remains committed to making changes in the future if, in its judgment, a different structure would better serve the Company and its stockholders. This leadership transition built upon prior succession planning processes, during which the Board oversaw the development and internal promotion of key senior leaders, including the appointment of Mrs. Pilcher Ciafone to Chief Operating Officer in 2023 and Mr. Callesano to Chief Financial Officer in early 2025, reflecting a disciplined and forward-looking approach to leadership succession. Board Leadership Structure

  26. Board Leadership and Succession Planning

    | Executive Chairman - Board Duties and Responsibilities |

  27. Board Leadership and Succession Planning

    | • | Presides at Board and shareholder meetings. |

  28. Board Leadership and Succession Planning

    | • | Develops and approves Board meeting schedules and agendas, subject to approval of the Lead Independent Director. |

  29. Board Leadership and Succession Planning

    | • | Serves as liaison between independent directors and management. |

  30. Board Leadership and Succession Planning

    | • | Meets with Company’s stockholders and stakeholders on behalf of the Company. |

  31. Board Leadership and Succession Planning

    | • | Provides Board with Company and Industry expertise. |

  32. Board Leadership and Succession Planning

    | Lead Independent Director Duties and Responsibilities |

  33. Board Leadership and Succession Planning

    | Meetings and Executive Sessions | • Facilitates discussion and open dialogue among the independent directors during Board meetings, Executive Sessions and outside of Board meetings. | | | • Presides at all meetings of the Board at which the Executive Chairman is not present, including executive sessions of the independent directors (“Executive Sessions”). | | | • Has discretion to call Executive Sessions. |

  34. Board Leadership and Succession Planning

    | | Corporate Governance |

  35. Board Leadership and Succession Planning

    | Liaison Between the Executive Chairman and Independent Directors | • Serves as principal liaison between the independent directors and Executive Chair, without inhibiting direct communication between them. | | | • Communicates to Executive Chairman and management, as appropriate, any decisions reached, suggestions, views or concerns expressed by independent directors in Executive Sessions or outside of Board meetings. | | | • Provides Executive Chairman with feedback and counsel concerning Executive Chair’s interactions with the Board. | | Oversight of Information Provided to the Board | • Works with Executive Chairman to develop and approve Board meeting agendas and schedules, including ensuring there is sufficient time for discussion of all agenda items. | | | • Works with Executive Chairman on the appropriateness (including quality and quantity) and timeliness of information provided to the Board. | | | • Authorizes the retention of advisors and consultants who report directly to the Board, when appropriate. | | Board and Leadership Evaluation | • In consultation with the Nominating and Corporate Governance Committee, reviews and reports on the results of the Board and Committee performance self-evaluations. | | | • Periodically meets with independent directors to discuss Board, Committee and Executive Chairman performance, effectiveness and composition. | | | • Coordinates with the CEO regarding the agenda for the annual review of the CEO succession plan. | | Stockholder Communication | • If requested, and in coordination with executive management, is available for consultation and direct communication with stockholders. | | Crisis Management | • Plays an increased role in crisis management oversight, as appropriate under the circumstances. |

  36. Board Leadership and Succession Planning

    The Lead Independent Director shall be appointed annually and serve until his or her successor is duly appointed and qualified, or until his or her earlier removal or resignation, or such time as he or she is no longer an independent director or such time as the Chair is an independent director. Although elected annually, the Lead Independent Director is generally expected to serve for more than one year. Board Size In July 2025, we expanded our Board with the appointment of Mr. Barker, consistent with our Board’s decision to increase the size of the Board to have four independent directors. On October 1, 2025, Mr. Mahmoodzadegan joined our Board in connection with his appointment as CEO. As a result, our Board is now comprised of seven directors, which we believe is the appropriate size for our Firm. Three of our seven directors recently joined the Board, encouraging fresh perspectives. Additionally, a small Board promotes enhanced accountability and engagement, evidenced by the fact that all four of our independent directors sit on all Board committees and our attendance rate for 2025 was 100%.

  37. Board Leadership and Succession Planning

    | | Corporate Governance |

  38. Board Leadership and Succession Planning

    Board Independence The Board has reviewed the composition of its committees and the independence of each director and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. The Board has determined that each of Thorold Barker, Louise Mirrer, Kenneth L. Shropshire and Laila Worrell is an “independent director” under applicable NYSE standards and that each such director has no relationships with the Company that would interfere with such director’s exercise of independent judgment in carrying out his or her responsibilities as a director of the Company. The Board is currently comprised of seven directors, four of whom are independent under NYSE standards. All of our standing committees—the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee—are composed entirely of independent directors, each operating under a written charter approved by the Board. In 2025, we further strengthened the Board by adding a fourth independent director and refreshing committee memberships to support effective oversight and the continued alignment of skills and responsibilities. The independent directors meet regularly in executive session, with and without the Executive Chairman and CEO present, and our Lead Independent Director presides over executive sessions of the independent directors.

  39. Board Leadership and Succession Planning

    | • 4 of our 7 directors are independent, as determined pursuant to the NYSE listing standards. • 3 of our 4 independent directors were appointed in the last three years. • All of the Board’s committees are comprised solely of independent directors. • Each of the Board’s committees has a different chairperson. • Our Lead Independent Director is a member of all committees. • Our Lead Independent Director has responsibility for, among other things, presiding over Board meetings and executive sessions, liaising between the independent directors and the Executive Chairman, overseeing the information provided to the Board and assisting with stockholder communications. • The independent directors regularly engage in executive sessions following Board or committee meetings. • Our Board performs an annual self-assessment, with the results discussed during Board meetings. |

  40. Anti-Corruption Policy

    | | Director Compensation |

  41. Director Compensation

    Director Compensation Each of our non-employee directors receive annual compensation of $200,000, which is comprised of (i) $100,000 in the form of restricted stock units (the “RSUs” and the awards, the “RSU Grants”) and (ii) $100,000, which the director may elect to receive in the form of cash, RSUs or a combination thereof, and which is paid to the director as described below. Additionally, the Chairperson of each Board committee and the Lead Independent Director receive $20,000 annually, which is comprised of (i) $5,000 in RSUs and (ii) $15,000, which the Chairperson or Lead Independent Director, as applicable, may elect to receive in the form of cash, RSUs or a combination thereof. Cash compensation is paid quarterly in arrears. The annual RSU Grants generally vest upon grant and are settled following the second anniversary of grant. Any other RSUs elected to be received generally vest 25% on a quarterly basis over the one-year period beginning July 1 of each year and are settled within 60 days following the applicable vesting date. We reimburse all directors for expenses incurred in connection with attending Board and committee meetings. The following table shows compensation paid to the individuals who served as our non-employee directors in fiscal year 2025.

  42. Director Compensation

    | Name(1)(2) | Fees Earned or Paid in Cash ($) | Stock Awards(3) ($) | Total ($) | | Thorold Barker(4)(5) | 50,000 | 113,239 | 163,239 | | Louise Mirrer (6) | 102,898 | 109,614 | 212,512 | | Kenneth L. Shropshire(7) | 117,000 | 126,016 | 243,016 | | Laila J. Worrell(8) | 28,750 | 225,408 | 254,158 |

  43. Director Compensation

    | (1) Our directors who also serve as our employees or executive officers do not receive any compensation for their service as directors and have thus been omitted from this table. These individuals consist of: (i) Mr. Moelis who is a NEO of the Company, (ii) Mr. Mahmoodzadegan, who is a NEO of the Company, and (iii) Mr. Cantor, who is a Managing Director of the Company. Additional information regarding Mr. Moelis’s and Mr. Mahmoodzadegan’s employment agreements are included below in “Certain Relationships and Related Person Transactions—Transactions with Our Directors, Executive Officers and 5% Holders.” |

  44. Director Compensation

    | (2) As of December 31, 2025, our non-employee directors held the following unvested RSUs: Mr. Shropshire, 158; Ms. Worrell, 1,406; and the following vested RSUs: Mr. Barker, 1,630; Mr. Shropshire, 3,941; Ms. Worrell, 3,762; Ms. Mirrer, 3,016. |

  45. Director Compensation

    | (3) Amounts represent the grant date fair value of RSU Grants made during the 2025 fiscal year, as calculated under FASB ASC Topic 718. The amount excludes RSUs issued pursuant to the terms of our 2014 and 2024 Omnibus Incentive Plans (as applicable) as dividend equivalents on the underlying RSUs that have accumulated subsequent to the grant date held by Messrs. Barker and Shropshire and Mses. Worrell and Mirrer in connection with dividends paid by the Company to holders of its Class A common stock. Dividend equivalents are subject to the same terms and conditions as the underlying RSUs. For a summary of the assumptions used in the valuation of these awards, please see Note 2 to the audited financial statements included in our 2025 Annual Report on Form 10-K. |

  46. Director Compensation

    | (4) Mr. Barker joined our Board in July 2025. |

  47. Director Compensation

    | (5) Award comprised of 1,601 RSUs granted on July 14, 2025 which vested upon grant and will be settled within 60 days following July 1, 2027. |

  48. Director Compensation

    | | Director Compensation |

  49. Director Compensation

    | (6) Award comprised of (i) 38 RSUs granted on May 1, 2025 which vested upon grant and will be settled within 60 days following July 1, 2026, and (ii) 1,681 RSUs granted on July 1, 2025 which vested upon grant and will be settled within 60 days following July 1, 2027. Cash amount reflects $15,000 for nominating and corporate governance committee chair. |

  50. Director Compensation

    | (7) Award comprised of (i) 1,761 RSUs granted on July 1, 2025 which vested upon grant and will be settled within 60 days following July 1, 2027, and (ii) 208 RSUs granted on July 1, 2025, which generally vested or will vest in 25% installments on October 1, 2025, January 1, 2026, April 1, 2026, and July 1, 2026 and all of which were or will be settled within 60 days following the applicable vesting date. Cash amount reflects $13,500 for audit committee chair and $13,500 for lead independent director. |

  51. Director Compensation

    | (8) Award comprised of (i) 1,681 RSUs granted on July 1, 2025 which vested upon grant and will be settled within 60 days following July 1, 2027, and (ii) 1,841 RSUs granted on July 1, 2025 which generally vested or will vest in 25% installments on October 1, 2025, January 1, 2026, April 1, 2026, and July 1, 2026 and all of which were or will be settled within 60 days following the applicable vesting date. |

  52. Director Compensation

    | | Executive Officers |

  53. Advancing the Firm’s Next Chapter

    | • | Exceptional client outcomes and long-term relationships |

  54. 2. Performance Relative to Our Peers

    2. Performance Relative to Our Peers Our performance relative to the performance of our public company peer financial institutions and benchmark indices on an annual and multi-year basis was a key consideration in determining 2025 compensation. The companies included in the peer performance comparison were Evercore Inc., Houlihan Lokey, Inc., Lazard Ltd, Perella Weinberg Partners and PJT Partners Inc. Our Compensation Committee focused primarily on sustained long-term value creation when evaluating the Firm’s performance relative to these peers, as valuation volatility across advisory-focused financials resulted in a modestly negative one-year total shareholder return for 2025. Over the past three-and five-year periods, the Firm generated total shareholder returns of 106% and 99%, respectively, reflecting the durability of our advisory-focused business model, consistent strategic execution, continued investment in talent and franchise strength. In assessing 2025 compensation outcomes, the Compensation Committee considered this multi-year performance alongside broader business performance, leadership execution and the successful CEO transition during the year. The prior year compensation structure of this peer group, along with third party surveys, is used to gauge pay practices and compensation trends. A key component of our executive compensation program is to promote retention of our existing executive team and the next generation of leadership who aspire to ascend to executive roles. To that end, the Compensation Committee evaluates executive compensation using peer benchmarking to ensure executive roles are properly valued. While no specific metrics or targets are established for performance relative to these competitors, compensation decisions are made in accordance with the Firm’s compensation philosophy and reflect a balanced and holistic assessment of individual, Firmwide and, where applicable, business performance, and risk management.

  55. How Compensation is Determined

    How Compensation is Determined Our Compensation Committee, comprised solely of independent directors, is responsible for overseeing all aspects of executive compensation (including the Omnibus Plan) and for determining and approving the compensation of our CEO and other executive officers. The Committee’s key responsibilities include (i) annually reviewing our compensation philosophy and framework, (ii) establishing financial performance objectives for NEOs, (iii) evaluating both Firmwide and individual performance, and (iv) determining the total, structure and mix of compensation for each NEO to reinforce alignment between executive compensation and shareholder interests. In determining 2025 compensation, the Compensation Committee considered our compensation philosophy (which was reviewed and reconfirmed at the outset of the year), benchmarking analyses, the role and experience of each NEO, and Company and individual performance. The Committee evaluated performance in the context of our strategic priorities, including leadership, culture, risk management, and long-term value creation, and sought to ensure that compensation outcomes appropriately reflect both results and execution. The Compensation Committee unanimously approved 2025 compensation for each NEO. In developing our compensation programs, the Compensation Committee utilizes benchmarking analyses to assess competitiveness relative to other independent investment banks and relevant financial institutions. The Committee considers executive compensation trends, the cost of talent in the markets in which we operate, and the limited number of directly comparable firms. The Committee also evaluates each executive’s role and experience relative to those serving in similar capacities at our peers.

  56. Independent Compensation Consultant

    Independent Compensation Consultant The Compensation Committee has retained Willis Towers Watson (“WTW”) as its independent compensation consultant to advise the Compensation Committee on all aspects of compensation, including the structure and level of executive compensation. WTW provides benchmarking analysis, market data and peer group and industry analyses, guidance on emerging trends and best practices, and input on plan design and governance. The Compensation Committee considers WTW’s advice and insights to inform its decision-making process. In performing these services, WTW attends meetings of the Compensation Committee, including sessions without management present, and meets separately with the Committee Chair. WTW reports directly to the Compensation Committee and does not provide other services that would impair its independence. The Committee reviews WTW’s engagement annually and has determined that no conflicts of interest exist.

  57. Independent Compensation Consultant

    | | Executive Compensation |

  58. Independent Compensation Consultant

    WTW, together with the Global Head of Human Capital Management (“HCM”), collects and reviews external market data regarding executive compensation and performance and meets with the Compensation Committee to support its evaluation and analysis.

  59. 2025 Total Annual Compensation Pay Outcomes and Summary

    | 2025 Compensation (in 000s) | | | | Base Salary | $400 | | | Cash Incentive Award | $250 | | | Equity Incentive Award | $18,350 | | | *Excludes the one-time Retention Award | | | | See “Framework to Determine Executive Compensation” for additional information. | | |

  60. 2025 Total Annual Compensation Pay Outcomes and Summary

    | 2025 Compensation (in 000s) | | | | Base Salary | $400 | | | Cash Incentive Award | $8,250 | | | Equity Incentive Award | $20,350 | | | *Excludes the one-time Succession Award | | | | See “Framework to Determine Executive Compensation” for additional information. | | |

  61. One-Time Succession Planning Awards

    | • | Reinforce long-term alignment with shareholder interests |

  62. WHAT WE DO

    | ✓ | Long-term equity alignment: A substantial portion of incentive compensation is delivered in equity — representing in excess of 75% of 2025 total incentive compensation awarded to our CEO and Executive Chairman — to reinforce long-term alignment, retention and disciplined risk-taking. |

  63. WHAT WE DO

    | ✓ | Extended vesting and sale restrictions: Equity awards are subject to multi-year vesting schedules and sale restrictions that are longer than most peers, supporting sustained performance and leadership continuity. |

  64. WHAT WE DO

    | ✓ | Strong governance practices: Our executive compensation program includes clawback provisions, independent compensation consultant oversight and comprehensive equity ownership guidelines for all NEOs. |

  65. WHAT WE DO

    | ✓ | Compensation Consultant Advice. Our Compensation Committee has, consistent with prior years, retained an independent compensation consultant, WTW. WTW, among other things, provides benchmarking analysis for the Compensation Committee using CEOs and top performing bankers in the industry to help guide the Compensation Committee’s decisions regarding annual compensation and one-time awards. |

  66. WHAT WE DON’T DO

    | × | No severance payments or golden parachutes |

  67. Overview of Compensation Elements

    | Pay Element | Type | Key Features | Award Period | For More Information | | Base Salary | Base Salary | • Fixed cash portion of total compensation | Ongoing | 50 | | | Cash | • Variable award assessed annually | Annual | 50 | | Annual Variable Compensation | Restricted Equity | • Variable award assessed annually • RSUs/Restricted LP Units: vesting over five years • Deferred LP Units: delivered over five years subject to transfer and non-compete restrictions | Five Years | 58-63 |

  68. Overview of Compensation Elements

    Base Salary. Consistent with our pay-for-performance philosophy, base salary comprises a small portion of our NEOs’ total annual compensation. Base salaries for each of our NEOs for 2025 were $400,000. The amount of the base salary for the NEOs was set in accordance with the terms of their respective employment agreements and may be adjusted from time to time in accordance with those agreements. Base salaries are reviewed annually. We did not increase the base salaries of our NEOs in 2025. Annual Variable Incentive Compensation. Annual variable incentive compensation comprises a substantial portion of each of our NEO’s total compensation. Once the aggregate amount of the incentive compensation award is determined, a portion of the incentive compensation award is allocated in equity, consisting of either RSUs or profits interest limited partnership units in Moelis & Company Group Employee Holdings LP or Group LP (“LP Units”), each with the features described below, and the remainder is allocated in cash. Annual variable incentive compensation for performance in 2025 was awarded and paid, as appropriate, in the first quarter of 2026. The amount of variable incentive compensation awards is based on a discretionary assessment, taking into account the four factors described in “—Framework to Determine Executive Compensation”. Historically, we have used a discretionary incentive compensation structure because it adjusts to market cycles and accounts for a variety of indicators of Firm and individual performance. See “—Moelis Annual Equity Awards” and “—One-Time Succession Planning Awards Description” for a detailed discussion of the variable incentive compensation awarded to each NEO in respect of performance in 2025. We did not provide guaranteed incentive compensation to any of our NEOs in respect of 2025. Deferred LP Units. For performance in 2025, a portion of certain of our NEOs’ total annual compensation was awarded in LP Units which are eligible for redemption and exchange rights in accordance with the following schedule: 40% in February of 2028 and 20% in each of February of 2029, 2030 and 2031. These LP Units vested at grant and are subject to prohibitions on transfer and non-compete restrictions, which if violated, result in the forfeiture of the undelivered portion of the award (the “Deferred LP Units”). Restricted LP Units. For performance in 2025, a portion of certain of our NEOs’ total annual compensation was awarded in LP Units, which will vest 40% in February of 2028 and 20% in each of February of 2029, 2030 and 2031 (the “Restricted LP Units”). For performance in 2025, a portion of certain of our NEOs’ total annual compensation was awarded in LP Units, which will vest one-third in each February of 2029, 2030 and 2031 (the “Restricted LTI LP Units”). For a more detailed description of the above awards, please refer to “—Moelis Annual Equity Awards” and “—One-Time Succession Planning Awards Description”.

  69. Clawback Policies

    Clawback Policies RSUs and LP Units, including the one-time retention award and one-time succession award, are forfeited by our NEOs in the event of (1) a voluntary termination of employment other than for “good reason” (as defined in the 2014 and 2024 Omnibus Incentive Plan, as applicable) or eligible retirement or (2) termination by the Company for cause. For a detailed discussion of the RSU and LP Unit forfeiture provisions, see “—Overview of Compensation Elements,” “—Moelis Annual Equity Awards,” and “—One-Time Succession Planning Awards Description.” In addition, we have implemented a clawback policy for our NEOs which provides for the recovery of erroneously awarded compensation in the event of a financial restatement consistent with the requirements of the SEC and NYSE rules.

  70. Summary Compensation Table for 2025

    Summary Compensation Table for 2025 The following table summarizes the total compensation paid to or earned by each of our NEOs for the periods presented below under SEC rules.

  71. Summary Compensation Table for 2025

    | | | | | Stock Awards | | | | | | Name and Principal Position | Year | Salary ($) | Cash Bonus ($)(1) | Annual Awards ($)(2) | One-Time Retention Award(3) | One-Time Performance Award(3) | All Other Compensation ($)(4) | Total ($) | | Kenneth Moelis Executive Chairman | 2025 | 400,000 | 250,000 | 12,528,025 | 21,977,796 | | 12,475 | 35,168,297 | | | 2024 | 400,000 | 50,000 | 7,160,263 | | | 10,745 | 7,621,008 | | | 2023 | 400,000 | 30,500 | 7,438,446 | | | 9,900 | 7,878,846 | | Navid Mahmoodzadegan CEO | 2025 | 400,000 | 8,250,000 | 15,522,201 | | 18,598,500 | 75,675 | 42,846,376 | | | 2024 | 400,000 | 2,130,000 | 9,541,750 | | | 27,177 | 12,098,927 | | | 2023 | 400,000 | 3,000,000 | 13,554,171 | | | 45,300 | 16,999,471 | | Jeffrey Raich Executive Vice Chairman | 2025 | 400,000 | 250,000 | 3,221,858 | | | 12,475 | 3,884,333 | | | 2024 | 400,000 | 300,000 | 2,506,626 | | | 12,720 | 3,219,346 | | | 2023 | 400,000 | 100,000 | 2,084,352 | | | 10,720 | 2,595,072 | | Katherine Pilcher Ciafone COO(5) | 2025 | 400,000 | 1,550,000 | 811,465 | | | 22,745 | 2,784,210 | | | 2024 | 400,000 | 1,210,000 | 618,886 | | | 19,909 | 2,248,795 | | | 2023 | 400,000 | 900,000 | 398,489 | | | 20,520 | 1,719,009 | | Christopher Callesano CFO(6) | 2025 | 400,000 | 727,000 | 120,686 | | | 10,500 | 1,258,186 | | Joseph Simon Former CFO(7) | 2025 | 157,778 | — | 704,520 | | | — | 862,298 | | | 2024 | 400,000 | 1,375,500 | 793,748 | | | 10,350 | 2,579,598 | | | 2023 | 400,000 | 1,000,000 | 715,316 | | | 9,900 | 2,125,216 |

  72. Summary Compensation Table for 2025

    | (1) Amounts represent the annual cash bonuses paid for performance in the identified fiscal year, whether or not paid in such year. The Company paid its cash bonuses for performance in each of 2025, 2024 and 2023 in the first quarter of the following year. |

  73. Summary Compensation Table for 2025

    | (2) Annual Awards consists of Deferred LP Units and Restricted LP Units. Amounts represent the grant date fair value of the awards granted during the identified fiscal year, as calculated under FASB ASC Topic 718. For a summary of the assumptions used in the valuation of these awards, please see Note 2 to the audited financial statements included in our 2025 Annual Report on Form 10-K. In accordance with SEC rules, the table includes equity awards based on the year they were granted, irrespective of the performance year to which the award relates. Thus, the table includes equity awards for 2022 performance that were granted in 2023 and equity awards for 2023 performance that were granted in 2024 and equity awards for 2024 performance that were granted in 2025 but excludes equity awards for 2025 performance that were granted in 2026. On February 12, 2026, Mr. Moelis received 254,818 Deferred LP units with a grant date fair value of $13,742,334. On February 12, 2026, Mr. Mahmoodzadegan received 213,158 Deferred LP Units and 69,432 Restricted LTI LP Units with a combined grant date fair value of $15,996,193. On February 12, 2026, Mr. Raich received 74,293 Deferred LP Units and 13,886 Restricted LTI LP Units with a combined grant date fair value of $4,906,712. On February 12, 2026, Ms. Pilcher Ciafone received 9,026 Restricted LP Units and 5,554 |

  74. Summary Compensation Table for 2025

    | | Executive Compensation |

  75. Summary Compensation Table for 2025

    | Restricted LTI LP Units with a combined grant date fair value of $945,075. On February 12, 2026, Mr. Callesano received 3,791 Restricted LP units and 1,388 Restricted LTI LP Units with a combined grant date fair value of $335,702. Restricted LP Units granted in February 2026 vest 40% on February 23, 2028 and 20% on each of February 23, 2029, February 23, 2030 and February 23, 2031. Deferred LP Units granted in February 2026 vest upon grant date. Subject to the forfeiture provisions set forth in the Deferred LP Unit Award Agreement, the Deferred LP Units will be eligible for redemption and exchange rights in accordance with the following schedule: 40% on or about February 23, 2028 and the remaining 60% pro rata annually (20% each year) on or about each of February 23, 2029, February 23, 2030 and February 23, 2031. Restricted LTI LP Units granted in February 2026 vest 33% on each of February 23, 2029, February 23, 2030 and February 23, 2031. |

  76. Summary Compensation Table for 2025

    | (3) The SEC requires that the full amount of each of Mr. Moelis’s one-time retention award and Mr. Mahmoodzadegan’s one-time succession award be disclosed in the Summary Compensation Table. This is not the way that the Compensation Committee of the Board views each of Mr. Moelis’s and Mr. Mahmoodzadegan’s 2025 compensation. These awards are separate from each of Mr. Moelis’s and Mr. Mahmoodzadegan’s annual compensation. Amounts represent the grant date fair value of the awards granted during the identified fiscal year, as calculated under FASB ASC Topic 718. Assuming achievement of maximum performance targets, the grant date fair value of Mr. Mahmoodzadegan’s 2025 Performance Award would be $26,311,500. Assuming achievement of maximum performance targets, the grant date fair values of Messrs. Moelis’s and Mahmoodzadegan’s 2022 Performance Awards would be $3,885,472 and $2,988,804, respectively. |

  77. Summary Compensation Table for 2025

    | (4) Amounts represent (i) contributions by the Company to each NEO in respect of the officer’s participation in our 401(k) plan and (ii) tax-related interest payments to each NEO that resulted from the timing of our annual cash bonus payments in relation to the date on which estimated taxes on such awards were required to be paid by the officer. |

  78. Summary Compensation Table for 2025

    | (5) Ms. Pilcher Ciafone became an executive officer on October 1, 2023. |

  79. Summary Compensation Table for 2025

    | (6) Mr. Callesano became an executive officer on March 31, 2025. |

  80. Summary Compensation Table for 2025

    | (7) Mr. Simon resigned from his role as Chief Financial Officer and was succeeded by Mr. Callesano on March 31, 2025. |

  81. Summary Compensation Table for 2025

    | | Executive Compensation |

  82. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table summarizes grants of plan-based awards to each of our NEOs in fiscal year 2025.

  83. Grants of Plan-Based Awards in 2025

    | Name | Grant Date | Estimated future payouts under equity incentive plan awards: number of shares of stock or units(1) (#) | | All other stock awards: number of shares of stock or units(3) (#) | | Grant date fair value of stock awards(2)(4)(5)(6) ($) | | | | Threshold(2) | Maximum | Deferred LP Units(4) | Restricted Equity(5)(6) | | | Kenneth Moelis | 2/13/2025 | | | 198,291 | | 12,528,025 | | | 2/13/2025(7) | | | | 318,796 | 21,977,796 | | Navid Mahmoodzadegan | 2/13/2025 | | | 184,519 | | 11,657,910 | | | 2/13/2025 | | | | 51,007 | 3,864,290 | | | 6/9/2025 | 150,000 | 450,000 | | | 18,598,500 | | Jeffrey Raich | 2/13/2025 | | | 35,705 | | 2,255,842 | | | 2/13/2025 | | | | 12,751 | 966,016 | | Katherine Pilcher Ciafone | 2/13/2025 | | | | 8,161 | 618,227 | | | 2/13/2025 | | | | 2,550 | 193,188 | | Christopher Callesano | 2/13/2025 | | | | 1,593 | 120,686 | | Joseph Simon(8) | 2/13/2025 | | | 11,151 | | 704,520 |

  84. Grants of Plan-Based Awards in 2025

    | (1) Equity incentive plan awards were made in the form of Performance Units as described below in the section entitled “—One-Time Succession Planning Awards- Description.” The terms and conditions of these Performance Units are described below in the section entitled “—One-Time Succession Planning Awards Description.” For a summary of the assumptions used in the valuation of these awards, please see footnote 2 to the audited financial statements included in our 2025 Annual Report on Form 10-K. |

  85. Grants of Plan-Based Awards in 2025

    | (2) Performance Units awarded subject to performance conditions and time-based vesting conditions set forth within “—One-Time Succession Planning Awards Description — 2025 Performance Units” with grant date fair value of $41.33 per share as calculated under FASB ASC Topic 718. |

  86. Grants of Plan-Based Awards in 2025

    | (3) Stock awards were made in the form of LP Units and RSUs as described below in the section entitled “—Moelis Annual Equity Awards” and “—One-Time Succession Planning Awards Description.” The terms and conditions of these LP Units and RSUs are described below in the section entitled “—Moelis Annual Equity Awards” and “—One-Time Succession Planning Awards Description.” For a summary of the assumptions used in the valuation of these awards, please see footnote 2 to the audited financial statements included in our 2025 Annual Report on Form 10-K. |

  87. Grants of Plan-Based Awards in 2025

    | (4) Deferred LP Units awarded subject to post-vesting sale and non-compete restrictions and with grant date fair value of $63.18 per share as calculated under FASB ASC Topic 718. For additional details see “—Moelis Annual Equity Awards—LP Units—Deferred LP Units.” |

  88. Grants of Plan-Based Awards in 2025

    | (5) Restricted Retention LP Units awarded subject to time-based vesting conditions and subject to post vesting sale and non-compete restrictions with a grant date fair value of $68.94 per share as calculated under FASB ASC Topic 718. For additional details see “—One-Time Succession Planning Awards Description —2025 Retention LP Units.” |

  89. Grants of Plan-Based Awards in 2025

    | (6) Restricted LP Units and RSUs awarded subject to time-based vesting conditions and with grant date fair value of $75.76 per share as calculated under FASB ASC Topic 718. |

  90. Grants of Plan-Based Awards in 2025

    | | Executive Compensation |

  91. Grants of Plan-Based Awards in 2025

    | (7) This award was approved by the Compensation Committee on February 4, 2025. |

  92. Grants of Plan-Based Awards in 2025

    | (8) Mr. Simon is the former Chief Financial Officer of the Company. He was succeeded by Christopher Callesano effective March 31, 2025 and his final day with the Company was May 22, 2025. |

  93. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table summarizes the outstanding equity awards held by each of our NEOs as of December 31, 2025. In accordance with SEC rules, this table does not reflect Deferred LP Units, which are vested at the grant date of such awards. Below this table, we have provided an alternative tabular disclosure that includes Deferred LP Units that remain subject to sale and contractual restrictions. Please see “—Alternative Presentation of Outstanding Equity Awards at 2025 Fiscal Year-End”.

  94. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Stock Awards(1) | | | | | | Name | Number of shares or units of stock that have not vested(2) (#) | Market value of shares or units of stock that have not vested(3) ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested(2) (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested(3) ($) | | Kenneth Moelis(4)(10) | 529,106 | 36,370,730 | 39,205 | 2,694,923 | | Navid Mahmoodzadegan(5)(10) | 504,643 | 34,689,184 | 488,358 | 33,569,717 | | Jeffrey Raich(6) | 62,088 | 4,267,929 | | | | Katherine Pilcher Ciafone(7) | 31,981 | 2,198,360 | | | | Christopher Callesano(8) | 6,348 | 436,341 | | | | Joseph Simon(9) | 11,261 | 774,076 | | |

  95. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) Stock awards were made in the form of Restricted LP Units, Performance Units and RSUs. The terms and conditions of these awards are described in the section entitled “—Moelis Annual Equity Awards” and “—One-Time Succession Planning Awards Description.” |

  96. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (2) All LP Units or RSUs are subject to accelerated vesting upon the officer’s death. |

  97. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (3) Market value is equal to the applicable number of LP Units or RSUs multiplied by the $68.74, the closing price per share of our Class A common stock on the NYSE on December 31, 2025. |

  98. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (4) Consists of (i) 21,661 Performance Units that reached the service vest date on February 16, 2026, (ii) 92,145 Restricted LP Units that vested on February 23, 2026, (iii) 21,661 Performance Units with a service vest date of February 16, 2027, (iv) 59,894 Restricted LP Units that vest on February 23, 2027, (v) 54,152 Performance Units with a service vest date of February 16, 2028 and (vi) 318,796 Deferred Restricted LP Units that vest on February 13, 2029 and are eligible for redemption on February 13, 2030. |

  99. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (5) Consists of (i) 16,662 Performance Units that reached the service vest date on February 16, 2026, (ii) 176,192 Restricted LP Units that vested on February 23, 2026, (iii) 16,662 Performance Units with a service vest date of February 16, 2027, (iv) 112,466 Restricted LP Units that vest on February 23, 2027, (v) 41,655 Performance Units with a service vest date of February 16, 2028, (vi) 102,480 Restricted LP Units that vest on February 23, 2028, (vii) 152,733 Performance Units with a service vest date of September 30, 2028, (viii) 51,680 Restricted LP Units that vest on February 23, 2029, (ix) 152,733 Performance Units with a service vest date of September 30, 2029, (x) 17,002 Restricted LP Units that vest on February 23, 2030 and (xi) 152,733 Performance Units with a service vest date of September 30, 2030. |

  100. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Executive Compensation |

  101. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (6) Consists of (i) 32,915 Restricted LP Units that vested on February 23, 2026, (ii) 16,422 Restricted LP Units that vest on February 23, 2027, (iii) 4,251 Restricted LP Units that vest on February 23, 2028, (iv) 4,250 Restricted LP Units that vest on February 23, 2029 and (v) 4,250 Restricted LP Units that vest on February 23, 2030. |

  102. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (7) Consists of (i) 4,885 RSUs that vested on February 23, 2026, (ii) 4,391 Restricted LP Units that vested on February 23, 2026, (iii) 3,405 RSUs that vest on February 23, 2027, (iv) 5,460 Restricted LP Units that vest on February 23, 2027, (v) 1,999 RSUs that vest on February 23, 2028, (vi) 4,678 Restricted LP Units that vest on February 23, 2028, (vii) 4,678 Restricted LP Units that vest on February 23, 2029 and (viii) 2,483 Restricted LP Units that vest on February 23, 2030. |

  103. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (8) Consists of (i) 2,179 RSUs that vested on February 23, 2026, (ii) 1,735 RSUs that vest on February 23, 2027, (iii) 1,352 RSUs that vest on February 23, 2028, (iv) 748 RSUs that vest on February 23, 2029 and (v) 332 RSUs that vest on February 23, 2030. |

  104. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (9) Consists of (i) 4,536 RSUs that vested on February 23, 2026, (ii) 3,362 Restricted LP Units that vested on February 23, 2026, (iii) 3,362 Restricted LP Units that vest on February 23, 2027. |

  105. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (10) The 2022 Performance Units granted to Messrs. Moelis and Mahmoodzadegan vest according to the schedule set forth in “—Moelis Annual Equity Awards—LP Units—2022 Performance Units”, provided certain performance goals are achieved. The 2025 Performance Units granted to Mr. Mahmoodzadegan vest according to the schedule set forth in “—One-Time Succession Planning Awards Description—2025 Performance Units”, provided certain performance goals are achieved. |

  106. Outstanding Equity Awards at 2025 Fiscal Year-End

    *Note that any equity awards with a vesting date that falls on a weekend day may vest on the preceding business day or the next business day as determined by the compensation committee as administrator of the Omnibus Plan. Alternative Presentation of Outstanding Equity Awards at 2025 Fiscal Year-End This table is an alternative to the SEC required Outstanding Equity Awards at 2025 Fiscal Year-End table presented above. This alternative tabular presentation includes, in addition to stock awards that have not yet vested, Deferred LP Units that are fully vested at grant and are subject to a prohibition on transfer and non-compete restrictions, which if violated, result in the forfeiture of the portion of the award not yet delivered.

  107. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Stock Awards(1) | | | | | | Name | Number of shares or units of stock that have not vested or restricted(2) (#) | Market value of shares or units of stock have not vested or are restricted(3) ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested(2) (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested(3) ($) | | Kenneth Moelis(4)(10) | 962,647 | 66,172,338 | 39,205 | 2,694,923 | | Navid Mahmoodzadegan(5)(10) | 689,162 | 47,373,020 | 488,358 | 33,569,717 | | Jeffrey Raich(6) | 186,455 | 12,816,917 | | | | Katherine Pilcher Ciafone(7) | 31,981 | 2,198,360 | | | | Christopher Callesano(8) | 6,348 | 436,341 | | | | Joseph Simon(9) | 51,384 | 3,532,131 | | |

  108. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) Stock awards were made in the form of LP Units, including Deferred LP Units, and RSUs. The terms and conditions of these awards are described in the section entitled “—Moelis Annual Equity Awards.” |

  109. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (2) All LP Units or RSUs are subject to accelerated vesting upon the officer’s death. |

  110. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Executive Compensation |

  111. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (3) Market value is equal to the applicable number of LP Units and RSUs multiplied by the $68.74, the closing price per share of our Class A common stock on the NYSE on December 31, 2025. |

  112. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (4) Consists of (i) 21,661 Performance Units that reached the service vest date on February 16, 2026, (ii) 92,145 Restricted LP Units that vested on February 23, 2026, (iii) 88,871 Deferred LP Units that vested at grant and were eligible for redemption and exchange rights on February 23, 2026, (iv) 21,661 Performance Units with a service vest date of February 16, 2027, (v) 59,894 Restricted LP Units that vest on February 23, 2027, (vi) 136,823 Deferred LP Units that vested at grant and are eligible for redemption and exchange rights on February 23, 2027, (vii) 54,152 Performance Units with a service vest date of February 16, 2028, (viii) 97,166 Deferred LP Units that vested at grant and are eligible for redemption and exchange rights on February 23, 2028, (ix) 318,796 Deferred Restricted LP Units that vest on February 13, 2029 and are eligible for redemption on February 13, 2030, (x) 71,022 Deferred LP Units that vested at grant and are eligible for redemption and exchange rights on February 23, 2029 and (xi) 39,659 Deferred LP Units that vested at grant and are eligible for redemption and exchange rights on February 23, 2030. |

  113. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (5) Consists of (i) 16,662 Performance Units that reached the service vest date on February 16, 2026, (ii) 176,192 Restricted LP Units that vested on February 23, 2026, (iii) 16,662 Performance Units with a service vest date of February 16, 2027, (iv) 112,466 Restricted LP Units that vest on February 23, 2027, (v) 73,807 Deferred LP Units that vested at grant and are eligible for redemption and exchange rights on February 23, 2027, (vi) 41,655 Performance Units with a service vest date of February 16, 2028, (vii) 102,480 Restricted LP Units that vest on February 23, 2028 (viii) 36,904 Deferred LP Units that vested at grant and are eligible for redemption and exchange rights on February 23, 2028, (ix) 152,733 Performance Units with a service vest date of September 30, 2028, (x) 51,680 Restricted LP Units that vest on February 23, 2029, (xi) 36,904 Deferred LP Units that vested at grant and are eligible for redemption and exchange rights on February 23, 2029, (xii) 152,733 Performance Units with a service vest date of September 30, 2029, (xiii) 17,002 Restricted LP Units that vest on February 23, 2030, (xiv) 36,904 Deferred LP Units that vested at grant and are eligible for redemption and exchange rights on February 23, 2030 and (xv) 152,733 Performance Units with a service vest date of September 30, 2030. |

  114. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (6) Consists of (i) 32,915 Restricted LP Units that vested on February 23, 2026, (ii) 33,213 Deferred LP Units that vested at grant and were eligible for redemption and exchange rights on February 23, 2026, (iii) 16,422 Restricted LP Units that vest on February 23, 2027, (iv) 36,516 Deferred LP Units that vested at grant and are eligible for redemption and exchange rights on February 23, 2027, (v) 4,251 Restricted LP Units that vest on February 23, 2028, (vi) 29,376 Deferred LP Units that vested at grant and are eligible for redemption and exchange rights on February 23, 2028, (vii) 4,250 Restricted LP Units that vest on February 23, 2029, (viii) 18,121 Deferred LP Units that vested at grant and are eligible for redemption and exchange rights on February 23, 2029, (ix) 4,250 Restricted LP Units that vest on February 23, 2030 and (x) 7,141 Deferred LP Units that vested at grant and are eligible for redemption and exchange rights on February 23, 2030. |

  115. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (7) Consists of (i) 4,885 RSUs that vested on February 23, 2026, (ii) 4,391 Restricted LP Units that vested on February 23, 2026, (iii) 3,405 RSUs that vest on February 23, 2027, (iv) 5,460 Restricted LP Units that vest on February 23, 2027, (v) 1,999 RSUs that vest on February 23, 2028, (vi) 4,678 Restricted LP Units that vest on February 23, 2028, (vii) 4,678 Restricted LP Units that vest on February 23, 2029 and (viii) 2,483 Restricted LP Units that vest on February 23, 2030. |

  116. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (8) Consists of (i) 2,179 RSUs that vested on February 23, 2026, (ii) 1,735 RSUs that vest on February 23, 2027, (iii) 1,352 RSUs that vest on February 23, 2028, (iv) 748 RSUs that vest on February 23, 2029 and (v) 332 RSUs that vest on February 23, 2030. |

  117. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (9) Consists of (i) 3,362 Restricted LP Units that vested on February 23, 2026, (ii) 10,815 Deferred LP Units that vested at grant and were eligible for redemption and exchange rights on February 23, 2026, (iii) 4,536 RSUs that vested on February 23, 2026, (iv) 3,362 Restricted LP Units that vest on February 23, 2027, (v) 11,800 Deferred LP Units that vested at grant and are eligible for redemption and exchange rights on February 23, 2027, (vi) 9,570 Deferred LP Units that vested at grant and are eligible for |

  118. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Executive Compensation |

  119. Outstanding Equity Awards at 2025 Fiscal Year-End

    | redemption and exchange rights on February 23, 2028, (vii) 5,707 Deferred LP Units that vested at grant and are eligible for redemption and exchange rights on February 23, 2029, and (viii) 2,231 Deferred LP Units that vested at grant and are eligible for redemption and exchange rights on February 23, 2030. |

  120. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (10) The 2022 Performance Units granted to Messrs. Moelis and Mahmoodzadegan vest according to the schedule set forth in “—Moelis Annual Equity Awards—LP Units—2022 Performance Units”, provided certain performance goals are achieved. The 2025 Performance Units granted to Mr. Mahmoodzadegan vest according to the schedule set forth in “—One-Time Succession Planning Awards Description—2025 Performance Units”, provided certain performance goals are achieved. |

  121. Outstanding Equity Awards at 2025 Fiscal Year-End

    *Note that any equity awards with a vesting date that falls on a weekend day may vest during the preceding week or the next business day as determined by the Compensation Committee as administrator of the Omnibus Plan.

  122. Stock Vested in 2025

    Stock Vested in 2025 The following table summarizes stock vested in fiscal year 2025 for our NEOs.

  123. Stock Vested in 2025

    | Stock Awards | | | | Name | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Kenneth Moelis | 218,860 | 16,730,079 | | Navid Mahmoodzadegan | 207,008 | 15,819,665 | | Jeffrey Raich | 63,516 | 4,849,721 | | Katherine Pilcher Ciafone | 7,450 | 551,347 | | Christopher Callesano | 2,511 | 185,849 | | Joseph Simon | 28,591 | 2,171,761 |

  124. Nonqualified Deferred Compensation for 2025

    Nonqualified Deferred Compensation for 2025 There were no deferred cash awards granted to any NEO for 2025 performance.

  125. Potential Payments upon Termination of Employment or Change in Control

    Potential Payments upon Termination of Employment or Change in Control Other than with respect to the potential continued or accelerated vesting of outstanding equity awards that each of our NEOs may be entitled to in connection with termination without cause, resignation for good reason, retirement, disability, death or change in control, our NEOs are not entitled to any additional payments or benefits following a change in control or upon termination of employment, and are only entitled to payments and benefits that are available generally on a non-discriminatory basis to all salaried employees, such as continuation of health care benefits through the end of the month of the termination of employment and retirement benefits.

  126. Potential Payments upon Termination of Employment or Change in Control

    | | Executive Compensation |

  127. Potential Payments upon Termination of Employment or Change in Control

    The following table describes the potential incremental payments and benefits to which our NEOs would be entitled upon a termination of employment without cause, a resignation for good reason, retirement, disability, death or a change in control with respect to RSUs and all LP Units except for Deferred LP Units. All calculations in this table are based on an assumed termination date of December 31, 2025.

  128. Potential Payments upon Termination of Employment or Change in Control

    | Named Executive Officer | Value of Shares of Common Stock – Termination Without Cause (Continuation of Vesting)(1) ($) | Value of Shares of Common Stock – Retirement (Continuation of Vesting)(1) ($) | Value of Shares of Common Stock – Disability (Continuation of Vesting)(1) ($) | Value of Shares of Common Stock – Death (Acceleration)(2) ($) | Value of Common Stock – Change in Control Event (Acceleration)(2) ($) | | Kenneth Moelis | 39,065,653(4) | 9,123,035(3) | 39,065,653(4) | 39,065,653(4) | 39,065,653 (4) | | Navid Mahmoodzadegan | 68,258,901(6) | 27,913,183(5) | 68,258,901(6) | 68,258,901 (6) | 68,258,901 (6) | | Jeffrey Raich | 4,267,929(8) | 3,391,425(7) | 4,267,929(8) | 4,267,929(8) | 4,267,929(8) | | Katherine Pilcher Ciafone | 2,198,360(10) | 2,023,073(9) | 2,198,360(10) | 2,198,360(10) | 2,198,360(10) | | Christopher Callesano(11) | 436,341 | 436,341 | 436,341 | 436,341 | 436,341 | | Joseph Simon(12) | — | — | — | — | — |

  129. Potential Payments upon Termination of Employment or Change in Control

    | (1) For RSUs, Restricted LP Units and Restricted LTI LP Units, upon termination without cause, resignation for good reason, death or disability, equity awards will be delivered pursuant to the applicable vesting schedule subject to forfeiture in the event the NEO participates in detrimental activities prior to the applicable vesting date. RSUs and Restricted LP Units accelerate upon retirement, but Restricted LTI LP Units are not retirement eligible. For Performance Units, see “—Moelis Annual Equity Awards—2022 Performance Units” and “—One-Time Succession Planning Awards Description—2025 Performance Units” for applicable terms. |

  130. Potential Payments upon Termination of Employment or Change in Control

    | (2) For RSUs, Restricted LP Units and Restricted LTI LP Units, upon (i) death or (ii) (x) a Change in Control (as defined in the 2014 or 2024 Omnibus Incentive Plan, as applicable) and (y) an NEO’s employment or service is terminated without Cause by the Company or by the NEO for Good Reason on or after the effective date of the Change in Control but prior to twelve (12) months following the Change in Control (“Change in Control Event”), vesting and delivery will accelerate to the date of death or upon a Change in Control Event. For Performance Units, see “—Moelis Annual Equity Awards—2022 Performance Units” and “—One-Time Succession Planning Awards Description—2025 Performance Units” for applicable terms. |

  131. Potential Payments upon Termination of Employment or Change in Control

    | (3) Amount represents the value of 132,718 unvested LP Units based on the closing price of our Class A common stock on December 31, 2025 ($68.74). 435,592 Performance Units and LP Units are not eligible for retirement. |

  132. Potential Payments upon Termination of Employment or Change in Control

    | (4) Amount represents the value of 568,310 unvested LP Units (and assumes the maximum amount of Performance Units are earned) based on the closing price of our Class A common stock on December 31, 2025 ($68.74). |

  133. Potential Payments upon Termination of Employment or Change in Control

    | (5) Amount represents the value of 406,069 unvested LP Units based on the closing price of our Class A common stock on December 31, 2025 ($68.74). 586,932 Performance Units and LP Units not eligible for retirement. |

  134. Potential Payments upon Termination of Employment or Change in Control

    | (6) Amount represents the value of 993,001 unvested RSUs and LP Units (and assumes the maximum amount of Performance Units are earned) based on the closing price of our Class A common stock on December 31, 2025 ($68.74). |

  135. Potential Payments upon Termination of Employment or Change in Control

    | (7) Amount represents the value of 49,337 unvested LP Units based on the closing price of our Class A common stock on December 31, 2025 ($68.74). 12,751 LP Units not eligible for retirement. |

  136. Potential Payments upon Termination of Employment or Change in Control

    | | Executive Compensation |

  137. Potential Payments upon Termination of Employment or Change in Control

    | (8) Amount represents the value of 62,088 unvested LP Units based on the closing price of our Class A common stock on December 31, 2025 ($68.74). |

  138. Potential Payments upon Termination of Employment or Change in Control

    | (9) Amount represents the value of 29,431 unvested RSUs and LP Units based on the closing price of our Class A common stock on December 31, 2025 ($68.74). 2,550 LP Units not eligible for retirement. |

  139. Potential Payments upon Termination of Employment or Change in Control

    | (10) Amount represents the value of 31,980 unvested RSUs and LP Units based on the closing price of our Class A common stock on December 31, 2025 ($68.74). |

  140. Potential Payments upon Termination of Employment or Change in Control

    | (11) Amount represents the value of 6,348 unvested RSUs based on the closing price of our Class A common stock on December 31, 2025 ($68.74). |

  141. Potential Payments upon Termination of Employment or Change in Control

    | (12) Mr. Simon’s last day of employment with the Company was May 22, 2025. Upon his departure, Mr. Simon retained his outstanding retirement eligible equity which amounted to 51,383 unvested RSUs and LP Units and had a value of $2,906,736 based on the closing price of our Class A common stock on May 22, 2025 ($56.57) |

  142. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K, presented below is the total compensation of our median employee, the annual total compensation of our CEOs, and the ratio of those two values:

  143. CEO Pay Ratio

    | • | The 2025 annual total compensation of our median employee (other than our CEOs), calculated in accordance with Item 402(c) of Regulation S-K, was $260,350; |

  144. CEO Pay Ratio

    | • | The 2025 annual compensation of our CEOs was $37,087,816. This figure was calculated in accordance with Item 402(c) of Regulation S-K, using each of Mr. Moelis’s and Mr. Mahmoodzadegan’s annual total compensation as reported in the Summary Compensation Table in this Proxy Statement, pro-rated for the number of months each of Mr. Moelis and Mr. Mahmoodzadegan served as the Company’s CEO in 2025; |

  145. CEO Pay Ratio

    | • | For 2025, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 142.5 to 1; and |

  146. CEO Pay Ratio

    | | Executive Compensation |

  147. CEO Pay Ratio

    | • | If the calculation of the annual total compensation for our CEOs did not take into account Mr. Moelis’s One-Time Retention Award and Mr. Mahmoodzadegan’s One-Time Succession Award (please see “—One-Time Succession Planning Awards Description” for more information), the ratio of the annual total compensation of our CEOs to the annual total compensation of our median employee would be 61.3 to 1. |

  148. CEO Pay Ratio

    We did not include independent contractors in our determination. We have determined to use the same median employee that we identified as of December 31, 2024, for purposes of this disclosure. We determined that it was appropriate to use the same median employee because there have been no changes in our employee population or employee compensation arrangements that would significantly impact our pay ratio determinations. We determined the median employee’s annual total compensation for 2025 in accordance with the requirements of Item 402(c) of Regulation S-K consistent with the calculation of the 2025 annual total compensation of our CEO as reported in the Summary Compensation Table in this Proxy Statement. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The information disclosed in this section was developed and is provided solely to comply with specific, legal requirements. We do not use this information in managing our Company.

  149. CEO Pay Ratio

    | | Executive Compensation |

  150. Pay Versus Performance Table

    Pay Versus Performance Table The following disclosures provide information on the compensation of our CEO and other NEOs, each as calculated in accordance with SEC rules, and in comparison to certain metrics of the Company and our peer group. The calculation of “Compensation Actually Paid to CEO” and “Average Compensation Actually Paid to non-CEO NEOs” is not reflective of how the Compensation Committee assesses executive officer compensation. Equity-based awards included in the below presentation are based on the grant date instead of the associated performance year. In addition, the values of equity awards may not reflect actual economic benefit that will be received due to uncertain market value and vesting schedules, among other factors. Due to our leadership transition in 2025, Compensation Actually Paid to our CEO in 2025 includes compensation actually paid to both Mr. Moelis, who served as CEO through September 30, 2025, and Mr. Mahmoodzadegan, who became CEO effective October 1, 2025. Accordingly, Mr. Mahmoodzadegan is removed from the non-CEO NEOs calculation for 2025. 2025 Pay Versus Performance Table

  151. Pay Versus Performance Table

    | Year (1) | Summary Compensation Table Total for CEO ($) | | Compensation Actually Paid to CEO (2) ($) | | Average Summary Compensation Table Total for non-CEO NEOs ($) | Average Compensation Actually Paid to non-CEO NEOs (2) ($) | Value of Initial Fixed $100 Investment Based On | | Net Income (in thousands) ($) | Adjusted Revenue (in thousands) ($) | | | Ken Moelis | Navid Mahmoodza degan | Ken Moelis | Navid Mahmoodza degan | | | MC Total Shareholder Return ($) | Peer Group Total Shareholder Return (3) ($) | | | | 2025 | 35,168,297 | 42,846,376 | 38,061,779 | 49,373,665 | 2,197,257 | 2,323,357 | 191 | 203 | 259,617 | 1,535,888 | | 2024 | 7,621,008 | | 18,729,431 | | 5,036,667 | 9,498,311 | 205 | 177 | 151,491 | 1,201,520 | | 2023 | 7,878,846 | | 22,107,303 | | 5,859,692 | 10,710,298 | 150 | 135 | (27,516) | 860,085 | | 2022 | 19,223,262 | | 7,528,921 | | 6,854,413 | 1,666,534 | 97 | 121 | 168,682 | 970,195 | | 2021 | 14,358,959 | | 24,392,175 | | 9,707,758 | 14,853,476 | 149 | 135 | 422,978 | 1,557,997 |

  152. Pay Versus Performance Table

    | (1) For fiscal years 2021 and 2022, the CEO was Kenneth Moelis and the non-CEO NEOs were Navid Mahmoodzadegan, Jeffrey Raich, Elizabeth Crain, and Joseph Simon. For fiscal years 2023 and 2024 the CEO was Kenneth Moelis and the non-CEO NEOs were Navid Mahmoodzadegan, Jeffrey Raich, Joseph Simon and Katherine Pilcher Ciafone. For fiscal year 2025 Navid Mahmoodzadegan succeeded Ken Moelis as the CEO and the non-CEO NEOs were Jeffrey Raich, Christopher Callesano, Katherine Pilcher Ciafone and Joseph Simon. |

  153. Pay Versus Performance Table

    | (2) Amounts in this column are calculated in accordance with Item 402(v) of Regulation S-K. The following table details the adjustments prescribed by Item 402(v) to the “Summary Compensation Table” totals to determine the “Compensation Actually Paid” amounts. For the avoidance of doubt, no equity awards were cancelled due to a failure to meet vesting conditions during the years identified. In addition, all amounts presented below for “Non-CEO NEOs” are averages of the non-CEO NEO group. |

  154. Pay Versus Performance Table

    | | Executive Compensation |

  155. Pay Versus Performance Table

    | Year | Executive(s) | Summary Compensation Table Total ($) | Deduct: Stock Awards ($) | Add: Year- end Value of Unvested Equity Awards Granted During Year ($)(i) | Increase/ (Decrease) in Value of Unvested Equity Awards Granted in Prior Years ($)(i) | Add: Value of Equity Awards Granted and Vested During Year ($)(i) | Increase/ (Decrease) in Value of Equity Awards Granted in Prior Years Which Vested During Year ($)(i) | Add: Dividends ($)(i) | Total (Compensation Actually Paid) ($) | | 2025 | CEO (Moelis) | 35,168,297 | (34,505,822) | 21,914,038 | (1,536,708) | 15,022,526 | 394,393 | 1,605,055 | 38,061,779 | | | CEO (Mahmoodzadegan) | 42,846,376 | (34,120,701) | 26,766,722 | (2,682,239) | 13,979,159 | 529,238 | 2,055,110 | 49,373,665 | | | Non-CEO NEOs | 2,197,257 | (1,214,632) | 430,570 | (110,234) | 887,452 | 53,843 | 79,101 | 2,323,357 |

  156. Pay Versus Performance Table

    | (i) Our CEO and non-CEO NEOs receive a substantial portion of their annual variable incentive compensation in equity, which may consist of RSUs, Deferred LP Units, Restricted LP Units, and/or Performance Units. Each form of equity has its own set of restrictions and vesting conditions, which may result in fluctuations across the components of Compensation Actually Paid for the years identified. See “Executive Compensation—Moelis Annual Equity Awards” and “Executive Compensation—One-Time Succession Planning Awards Description” for further details. |

  157. Pay Versus Performance Table

    | (3) The peer group TSR for the identified years consists of the S&P 500 Financials Index and is weighted by market capitalization. |

  158. Pay Versus Performance Table

    List of Performance Measures While the Committee takes into account each of the measures in our compensation framework in a holistic manner to evaluate executive compensation of Firm performance (without ascribing any specific weight to any single factor or metric), the below measures from the compensation framework have been selected as they represent those Firmwide financial performance measures that are assessed every year on an annual and multi-year basis.

  159. Pay Versus Performance Table

    | Performance Measures | | Adjusted Revenues | | Adjusted Net Income | | Operating Margin | | TSR |

  160. Pay Versus Performance Table

    Relationship Between “Compensation Actually Paid” and Performance Measures In accordance with Item 402(v), of Regulation S-K, we are providing the following narrative description of the relationship between information presented in the Pay Versus Performance table, reflecting changes from 2021-2022, 2022-2023, 2023-2024 and 2024-2025 unless otherwise noted. Our Compensation Committee does not use Compensation Actually Paid (as calculated under Item 402(v)) in determining annual executive compensation. Accordingly, the relationships between Total Shareholder Return, Net Income and Adjusted Revenues and Compensation Actually Paid described below are unintentional and not indicative of how the Compensation Committee evaluates pay outcomes. For 2025, any relationship between Compensation Actually Paid and the performance measures presented is primarily driven by one-time awards granted to Mr. Moelis and Mr. Mahmoodzadegan in connection with Moelis’s succession planning and does not reflect annual compensation decisions. We are a human capital business. In order to align the interests of our executive officers with shareholders and incentivize retention, a significant amount of our NEO annual incentive compensation is comprised of equity grants that are vested/deferred over multiple years. As a result, our Compensation Actually Paid to our

  161. Pay Versus Performance Table

    | | Executive Compensation |

  162. Pay Versus Performance Table

    NEOs, as calculated in accordance with Item 402(v) of SEC Regulation S-K, is significantly driven by movements in our share price that occur after our Compensation Committee’s grant of such equity. For fiscal years 2021, 2022 and 2023, Compensation Actually Paid to our CEO and our non-CEO NEOs was directionally correlated with Total Shareholder Return (“TSR”). For fiscal year 2024, changes in Compensation Actually Paid were inversely correlated with TSR for both our CEO and our non-CEO NEOs. For fiscal year 2025, changes in Compensation Actually Paid to Mr. Moelis and Mr. Mahmoodzadegan were inversely correlated with TSR, while changes in Compensation Actually Paid to our non-CEO NEOs were directionally correlated with TSR. Additionally, the Firm’s change in TSR over the past five years reflects a general correlation with that of the S&P 500 Financials Index. For fiscal years 2021 and 2022, changes in Compensation Actually Paid for both our CEO and our non-CEO NEOs directionally correlated with changes in net income. For fiscal years 2023 and 2024, changes in Compensation Actually Paid were inversely correlated with changes in net income. For fiscal year 2025, changes in Compensation Actually Paid were directionally correlated with changes in net income for Mr. Moelis and Mr. Mahmoodzadegan and changes in Compensation Actually Paid to our non-CEO NEOs were inversely correlated with changes in net income. For fiscal years 2021 and 2022, changes in Compensation Actually Paid for both our CEO and our non-CEO NEOs were directionally correlated with the change in adjusted revenues. For fiscal year 2023 and 2024, changes in Compensation Actually Paid for both our CEO and our non-CEO NEOs were inversely correlated with the changes in adjusted revenues. For fiscal year 2025, changes in Compensation Actually Paid were directionally correlated with changes in adjusted revenues for Mr. Moelis and Mr. Mahmoodzadegan and changes in Compensation Actually Paid were inversely correlated with changes in adjusted revenues for our non- CEO NEOs.

  163. Pay Versus Performance Table

    | | Compensation Committee Report |