DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

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Filed by a Party other than the Registrant ☐

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☐	Preliminary Proxy Statement

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☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

MOELIS & COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Notice of Annual Meeting of Stockholders

We are holding our 2026 Annual Meeting of Stockholders (the “Annual Meeting”) for the following purposes, which are described in more detail in the Proxy Statement:


2026 Annual Meeting of Stockholders	Meeting Date	Thursday, June 25, 2026
	Time	8:30 a.m. (Eastern Time)
	Place	Offices of Moelis & Company 399 Park Avenue, New York, NY 10022

to elect seven directors to our Board of Directors;

to approve, on an advisory basis, the compensation of our Named Executive Officers as disclosed in the accompanying Proxy Statement;

to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

to transact any other business as may properly come before the meeting or any adjournment or postponement thereof.

Only stockholders of record as of the close of business on April 27, 2026 will be entitled to attend and vote at the Annual Meeting.

As permitted by the rules of the Securities and Exchange Commission, we are sending our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) rather than a paper set of the proxy materials. The Notice includes instructions on how to access our proxy materials over the internet, as well as how to request the materials in paper form.

Your vote is important. We encourage you to vote by proxy in advance of the meeting, whether or not you plan to attend the meeting. The Notice includes instructions on how to vote, including by internet and telephone. If you hold your shares through a brokerage firm, bank, broker-dealer or other similar organization, please follow their instructions.

By order of the Board of Directors,

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Osamu Watanabe

General Counsel and Secretary

April 29, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY

MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 25, 2026.

The Company’s Proxy Statement and 2025 Annual Report on Form 10-K

are also available at www.proxyvote.com.

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Letter from our CEO

Dear Stockholders:

On behalf of our Board of Directors and the entire Moelis & Company leadership team, we cordially invite you to attend our 2026 Annual Meeting of Stockholders, to be held on June 25, 2026 at the offices of Moelis & Company located at 399 Park Avenue, 4th Floor, New York, NY 10022. The Notice of Annual Meeting of Stockholders and the Proxy Statement that follow describe Moelis & Company’s achievements, compensation highlights and governance practices to be discussed at the meeting.

Your vote matters, and we encourage you to vote by proxy in advance of the meeting, whether or not you plan to attend. At this year’s Annual Meeting we are seeking your vote on several items, including the election of our directors and the approval of our executive compensation practices, which reflect both our strong 2025 performance and the execution of our leadership transition.

In 2025, we undertook the first CEO change since our founding. Effective October 1, 2025, I assumed the role of Chief Executive Officer and joined our Board, and Ken became Executive Chairman. This transition reflects multi-year succession planning led by our independent directors and executive team and is designed to elevate our next generation of leadership while preserving the Firm’s strategy, culture and client franchise.

Below I reflect on the leadership transition and my first six months as CEO and review our 2025 activity and corresponding results.

Our next chapter

2026 marks my first full year as Chief Executive Officer of Moelis & Company. I step into this role with appreciation for the trust placed in me by Ken, our Board, and my colleagues, and with confidence in our Firm, our people and the opportunities ahead. Ken and I have worked together for decades, and I value our continued partnership as we build on our momentum and position Moelis for the future.

We enter this next chapter from a position of strength—financially, strategically and culturally—and remain focused on serving our clients, prioritizing our people, and delivering long-term value for our shareholders.

Driving results in a dynamic market

Our 2025 performance reflects the earnings power of our Firm and the benefits of disciplined investment. We earned $1.54 billion in adjusted revenues, up 28% from 2024, driven by 35% growth in M&A, a record year in Capital Markets, and double-digit gains in both average fees and completed transactions. Our strong revenue growth and improved Managing Director productivity, coupled with prudent expense management, drove meaningful operating leverage and approximately 510 basis points of adjusted pre-tax margin expansion.



		Letter from our CEO


Adj. Revenue ($mm)		Adj. Pre-tax Margin

Our performance in 2025 builds on a track record of sustained growth since our IPO, with revenues increasing nearly threefold and pre-tax income more than doubling over that period. During this time, we have remained committed to a disciplined and consistent approach to returning capital to shareholders, resulting in more than $3.0 billion of capital returns, including dividends representing approximately 151% of our $25.00 per share IPO price, and a cumulative total shareholder return of approximately 506% as of December 31, 2025.

Against a backdrop of geopolitical and macroeconomic uncertainty, client engagement remained strong throughout 2025, and our teams delivered innovative advice and solutions as clients navigated complexity, pursued strategic opportunities, and executed industry-defining transactions. A selection of these transactions is included below and reflects both the breadth of our platform and the depth of our client relationships across products, sectors, and regions.

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		Letter from our CEO

Scaling our platform for long-term growth

With a continued focus on serving our clients, we have invested over the past several years in the largest market opportunities across our industry. These investments are translating into measurable results:

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Beginning in 2020, amidst accelerating growth in private capital markets and rising demand for holistic capital solutions, we have nearly tripled our Capital Markets revenue and significantly expanded our private and hybrid capital capabilities, positioning the business to deliver a record year in 2025.

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We have applied this same forward-looking approach across sectors. In 2023, in order to better service our clients across the Technology sector, the largest global M&A fee pool, we doubled the size of our Technology franchise, which continues to be one of our strongest revenue contributors.

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That same year, we made targeted investments in our Metals & Mining franchise, strengthening our cross-border Industrials coverage and deepening client engagement amid shifting supply chain dynamics. The team is advising on several of the industry’s most consequential transactions, with revenues growing substantially since 2023.

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We also focused on the expansion of our Sports franchise in 2023, extending our reach into one of the fastest-growing segments in the market. Today, we are one of the leading industry advisors, having worked on some of the most significant transactions in the sector.

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In 2024, we undertook a targeted buildout of our Energy franchise, expanding our large-cap and multinational coverage with a recognized industry leader and a team that has grown to approximately 70 professionals globally. This move has positioned the Firm to win and execute on the sector’s most significant mandates.

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Also in 2024, we enhanced our Capital Structure Advisory (CSA) capabilities with dedicated creditor-side coverage in response to an evolving credit landscape and growing demand for bespoke client solutions. Our CSA team continues to lead high-impact liability management assignments and is a recognized leader in delivering out-of-court solutions.

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In early 2025, we expanded our Private Capital Advisory (PCA) business by recruiting a proven industry leader to accelerate growth and enhance our capabilities across GP-led secondaries and broader private capital solutions. Sponsor clients have always been a core focus for the Firm, and our team—now comprising seven Managing Directors and more than 40 professionals—is even better positioned to advise across the full investment lifecycle.

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And finally, within M&A, we have continued to sharpen our focus on high-ROE growth by expanding our large-cap coverage. We are competing more consistently for the most consequential assignments with increasing participation from the largest industry fee pools, while maintaining broad client coverage across the market.

Our growth reflects the strength and continued expansion of our talent base, with 179 Managing Directors, including 21 new additions during 2025 and 15 in early 2026. These MDs represent a balance of external hires and internal promotes. Approximately one-third of our MDs have joined or been promoted within the past three years, bringing fresh perspectives while already contributing meaningfully across the platform and with our clients. Alongside strong contribution from our more seasoned MDs, their early impact and trajectory are encouraging as they deepen relationships, extend our reach, and reinforce our collaborative culture.



		Letter from our CEO

Managing Director Headcount

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As we expand our global footprint, we remain disciplined in how we scale, with continued investment in technology, data and AI. Together, these efforts strengthen our centers of excellence, support talent development, and preserve the culture that has defined Moelis from the beginning.

Executing through uncertainty, positioned for opportunity

Looking ahead, the global backdrop remains complex and increasingly dynamic, with recent developments in the Middle East adding to geopolitical uncertainty. At the same time, investors and companies are navigating shifting dynamics in private credit markets and the accelerating impact of AI-driven disruption, which is reshaping industries and influencing capital allocation. While the ultimate effect of these forces is yet to be seen, periods like these have consistently created opportunities, reinforcing the importance of our role as a trusted, independent advisor.

Today, Moelis is more diversified and better positioned to support clients than at any point in our history. Our expanded capabilities across M&A, Capital Markets, Capital Structure Advisory and Private Capital Advisory, combined with our deepest sector expertise to date, enable us to advise clients across the full lifecycle of strategic decisions. We continue to invest in our platform, equipping our bankers with the tools to deliver advice with greater speed, insight, and precision, while evolving our capabilities alongside our clients’ needs.

Our vision remains straightforward: to be the most trusted global advisor by delivering exceptional, innovative advice and solutions. We are steadfast in this commitment, with a clear focus on creating long-term value for our shareholders while continuing to deliver for our clients and invest in our people. I believe we are well-positioned to execute this vision and capitalize on the opportunities ahead.

Thank you for your continued support and partnership.

Sincerely,

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Navid Mahmoodzadegan

Chief Executive Officer

Moelis & Company

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Table of Contents


Notice of Annual Meeting of Stockholders
Letter from our CEO			1
Table of Contents			5
Proxy Statement Highlights			7
2026 Annual Meeting of Stockholders to be held on June 25, 2026			7
2025 Performance Highlights			8
CEO Succession Highlights			10
Shareholder Engagement			12
Shareholder Alignment			12
Our Board of Directors			12
Corporate Governance			13
Corporate Responsibility			14
Proposal 1: Election of Directors			15
Directors			15
Director Nomination Rights of Partner Holdings			19
Director Nominees and Board Recommendation			19
Corporate Governance			20
Dual Class Voting Structure			23
Board’s Role in Risk Oversight			24
Board Committees			24
Board and Committee Meetings; Annual Meeting Attendance			26
Board Evaluation			26
Director Qualifications and Nominating Process			26
Shareholder Engagement			27
Communication with the Board			28
Corporate Responsibility			28
Code of Business Conduct and Code of Ethics			29
Corporate Governance Guidelines			29
Compensation Committee Interlocks and Insider Participation			30
Director Compensation			31
Executive Officers			33
Executive Compensation			35
Compensation Discussion and Analysis			35
2025 Performance Highlights			35
2025 CEO Succession			38
Compensation Philosophy			40
Framework to Determine Executive Compensation			40
How Compensation is Determined			42
2025 Total Annual Compensation Pay Outcomes and Summary			44
One-Time Succession Planning Awards			46
Key Compensation Practices			49
Overview of Compensation Elements			50
2025 Other Named Executive Officer Compensation			51
Other Compensation Program Features			53
2025 Say on Pay Vote			54
Summary Compensation Table for 2025			55
Grants of Plan-Based Awards in 2025			57
Moelis Annual Equity Awards			58
One-Time Succession Planning Awards Description			61
Outstanding Equity Awards at 2025 Fiscal Year-End			64

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Table of Contents


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

Although we refer to our website in this Proxy Statement, the contents of our website are not included or incorporated by reference into this Proxy Statement. All references to our website in this Proxy Statement are intended to be inactive textual references only.

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Proxy Statement Highlights

2026 Annual Meeting of Stockholders to be held on June 25, 2026

This section highlights certain information that you should consider before voting on the matters presented at this year’s Annual Meeting to be held on Thursday, June 25, 2026 at 8:30 a.m. (Eastern Time) at the offices of Moelis & Company, 399 Park Avenue, New York, NY 10022. You should read this entire Proxy Statement carefully before voting. Your vote is important. We encourage you to vote by proxy in advance of the Annual Meeting, whether or not you plan to attend the Annual Meeting. Additional information about our Annual Meeting, including details about how to participate in our Annual Meeting and how to cast your votes, is provided under “General Information” beginning on page 87.

Moelis & Company (the “Firm” or the “Company”) is a holding company and its only assets are its partnership interests in Moelis & Company Group LP (“Group LP”), its equity interest in the sole general partner of Group LP, Moelis & Company Group GP LLC (“GP LLC”), and its interests in its subsidiaries. The Company operates and controls all of the business and affairs of Group LP and its operating entity subsidiaries indirectly through its equity interest in GP LLC. Our Class A common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “MC.”

2026 Annual Meeting of Stockholders


2026 Annual Meeting of Stockholders	Meeting Date	Thursday, June 25, 2026
	Time	8:30 a.m. (Eastern Time)
	Place	Offices of Moelis & Company \| 399 Park Avenue, New York, NY 10022

Matters to be Voted on at our 2026 Annual Meeting



Agenda and Board Recommendations

Proposal	Board Voting Recommendation	Page Reference

• Election of the seven nominees named in this Proxy Statement to serve on our Board of Directors until the 2027 Annual Meeting	FOR each nominee	15

• Non-binding, advisory vote to approve executive compensation of our Named Executive Officers	FOR	75

• Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for 2026	FOR	85



		Proxy Statement Highlights

2025 Performance Highlights

Through our 2025 compensation program, we seek to align compensation with Firm performance and long-term shareholder value creation, while retaining talent and promoting a culture focused on delivering the highest quality advice to our clients. Firmwide performance, which includes financial performance and execution of strategic initiatives, was a significant factor in determining our Named Executive Officers (“NEOs”) compensation for 2025. The following summarizes 2025 Firm performance achievements considered by our Compensation Committee.

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		Proxy Statement Highlights

(1)	See Annex A for a reconciliation between GAAP and Adjusted (non-GAAP) financial information.

(2)	Represents open market repurchases and shares repurchased from employees for the purpose of settling tax liabilities incurred upon the delivery of equity-based compensation.

(3)	Represents total dollar value of dividends and share repurchases with respect to the 2025 performance year.



		Proxy Statement Highlights

CEO Succession Highlights

2025 marked a pivotal leadership transition for Moelis & Company. Effective October 1, 2025, our Board executed a planned CEO succession:

•

Ken Moelis transitioned from Chief Executive Officer to Executive Chairman.

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Navid Mahmoodzadegan, our Co-Founder and former Co-President, became Chief Executive Officer, reporting directly to the Board, and joined the Board.

This transition was the result of a deliberate, multi-year succession process led by Mr. Moelis and our independent directors designed to ensure a seamless transfer of leadership responsibility while positioning the Firm for its next phase of growth.

Strong Foundation Supporting CEO Succession

Since our IPO, the Firm has delivered substantial growth and long-term shareholder value under the leadership of Mr. Moelis, with Mr. Mahmoodzadegan and the broader senior leadership team playing key roles. With Mr. Mahmoodzadegan leading the Firm as CEO and Mr. Moelis remaining actively involved as Executive Chairman, the Firm is well-positioned to execute on its next phase of expansion.

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Succession Planning: Deliberate, Disciplined, and Long-Term

This transition reflects long-term succession planning by our Board following multiple years of strong performance and sustained strategic progress. The succession plan was designed by the Board to accelerate growth and elevate the next generation of leadership from within while maintaining continuity for our clients, employees and shareholders. In determining the timing and structure of the transition, our independent directors considered:

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Sustained financial performance

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Strategic momentum and franchise strength

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Depth of internal leadership talent

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Stability for clients, employees, and shareholders through an orderly transfer of leadership

(1)	The Company completed its initial public offering in April 2014.



		Proxy Statement Highlights

Roles and Responsibilities Going Forward

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Our Strategy Remains Consistent

The Firm’s strategy and client-focused advisory model remain consistent. Under the leadership of the CEO and oversight of the Board, our management team is fully aligned around:

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Long-term growth

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Client service excellence

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Talent development

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Shareholder value creation

One-Time Succession Planning Awards

In connection with the succession, the Compensation Committee approved two one-time awards designed to:

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Support strategic continuity and stability

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Reinforce long-term alignment with shareholder interests

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Reward critical leadership capabilities

For further details, see “— One-Time Succession Planning Awards” and “One-Time Succession Planning Awards Description.”



		Proxy Statement Highlights

Shareholder Engagement

In 2025, we engaged with unaffiliated shareholders representing approximately 73% of our outstanding Class A shares through an ongoing, year-round dialogue.

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Senior-level engagement: Meetings were led by senior management and, in certain cases, our Lead Independent Director, providing shareholders direct access to leadership.

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Focused discussions: Engagement covered a range of topics including our executive compensation program (including our broader equity compensation framework, the one-time retention award for our Executive Chairman and the one-time succession award for our CEO), Company performance, strategy and human capital priorities.

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Feedback informs decisions: The Board and its committees considered shareholder perspectives, alongside other quantitative and qualitative factors, in evaluating 2025 compensation decisions and enhanced Governance and CD&A disclosure in this Proxy Statement.

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Continuous dialogue: Beyond targeted engagement, senior management regularly engages with shareholders through conferences, sell-side meetings and other routine dialogue.

Shareholder Alignment

The following provides highlights of our 2025 compensation program, which seeks to align the interests of our NEOs with the long-term interests of our Firm and its shareholders.

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Performance-driven compensation structure: Compensation is predominantly variable and tied to Firmwide financial performance, strategic execution and individual contributions, with no guaranteed incentive compensation.