8.
EQUITY‑BASED COMPENSATION

Omnibus Incentive Plans

In connection with the IPO, the Company adopted the Moelis & Company 2014 Omnibus Incentive Plan (the “2014 Plan”) to provide additional incentives to selected officers, employees, Managing Directors, non‑employee directors, independent contractors, partners, senior advisors and consultants. On June 6, 2024, stockholders approved the Moelis & Company 2024 Omnibus Incentive Plan (the "2024 Plan"), which replaces the 2014 Plan that expired by its terms on April 14, 2024. The 2024 Plan provides for the issuance of a maximum of 15,000,000 shares plus any shares associated with awards granted under the 2014 Plan outstanding as of April 14, 2024 that are subsequently forfeited, canceled, exchanged or surrendered without distribution of shares, or settled in cash. Issuances pursuant to the 2024 Plan may be in the form of incentive stock options (“ISOs”), nonqualified stock options, stock appreciation rights (“SARs”), restricted stock, RSUs, stock bonuses, other stock‑based awards (including partnership interests that are exchangeable into stock upon satisfaction of certain conditions) and cash awards.

Restricted Stock Units ("RSUs") and other stock-based awards

Pursuant to the 2024 Plan and in connection with the Company’s annual compensation process and ongoing hiring process, the Company issues RSUs and other stock-based awards which generally vest over a service life of four to five years. For the years ended December 31, 2025, 2024 and 2023, the Company recognized expenses of $230,261, $161,445, and $158,189, respectively, related to RSUs and other stock-based awards.

As of December 31, 2025, the total compensation expense related to unvested RSUs and other stock-based awards not yet recognized was $215,140, which is expected to be recognized over a weighted‑average period of 1.7 years.

Restricted Stock Units

The following table summarizes activity related to RSUs for the years ended December 31, 2025, 2024 and 2023.

 

 

Restricted Stock Units

 

2025

 

2024

 

2023

 

 

 

Weighted

 

 

 

Weighted

 

 

 

Weighted

 

 

 

Average

 

 

 

Average

 

 

 

Average

 

Number of

 

Grant Date

 

Number of

 

Grant Date

 

Number of

 

Grant Date

 

Shares

 

Fair Value

 

Shares

 

Fair Value

 

Shares

 

Fair Value

Unvested Balance at January 1,

7,730,958

 

$

51.04

 

7,850,574

 

$

46.82

 

8,099,629

 

$

47.49

Granted

3,247,312

 

 

73.35

 

3,952,503

 

 

55.55

 

4,072,746

 

 

44.42

Forfeited

(432,876)

 

 

62.24

 

(806,897)

 

 

51.05

 

(421,469)

 

 

45.41

Vested

(3,027,352)

 

 

51.17

 

(3,265,222)

 

 

46.35

 

(3,900,332)

 

 

45.65

Unvested Balance at December 31,

7,518,042

 

$

59.73

 

7,730,958

 

$

51.04

 

7,850,574

 

$

46.82

Partnership Units

 

The Company also issues partnership units that are intended to qualify as "profits interest" for U.S. federal income tax purposes ("Partnership Units") that, subject to certain terms and conditions, are exchangeable into shares of Moelis & Company Class A common stock on a one-for-one basis. These Partnership Units are recorded as noncontrolling interests in the Company's consolidated statements of financial condition. Partnership Units generally vest over a service life of two to five years, however in certain arrangements the Partnership Units are granted without a service requirement, but do not have exchange rights until the second through fifth anniversaries of the grant-date. The expense for Partnership Units is recognized over the service period and reflects the fair value determined at grant-date, which may factor in

other attributes, such as post-vesting restrictions. For the years ended December 31, 2025, 2024 and 2023, the Company granted 822,931, 415,753, and 482,941 Partnership Units, respectively, with grant-date fair values of $54,766, $20,914, and $20,037, respectively.

 

Performance Units

 

Certain Partnership Units and RSUs vest upon the achievement of both market conditions and service requirements that are generally over three to five years ("Performance Units"). These units accrue dividends in kind, which are subject to the same vesting conditions as the underlying Performance Units. The expense for Performance Units is recognized over the service period and reflects the fair value determined at grant-date, which factors in the probability of the market conditions being achieved. During the year ended December 31, 2025, the Company granted 450,000 Performance Units which represents the maximum number of units that will vest if the pre-specified market conditions are achieved and service requirements are met. During the years ended December 31, 2024 and 2023, the Company granted 91,498 and 100,722 target Performance Units (with maximum vesting of up to 150% of the target units if the pre-specified market conditions are achieved and service requirements are met). The grant-date fair values for the 2025, 2024, and 2023 Performance Units were $18,599, $5,133, and $4,594, respectively.

Historical Timeline

Fiscal YearFiled
2025Feb 26, 2026Showing above
2024Feb 27, 2025
2023Feb 22, 2024
2022Feb 23, 2023
2021Feb 23, 2022
2020Feb 24, 2021
2019Feb 27, 2020
2018Feb 27, 2019
2017Feb 28, 2018
2016Feb 28, 2017
2015Mar 14, 2016

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.