Moelis & Co 10-Q for FY2026 Q3
Moelis & Co (MC)
About this 10-Q
Moelis & Co filed this 10-Q on November 6, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net income
- $66.55M
- up 10.8% from net income of $60.07M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Trading Symbol |
Name of Exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). ☐ Yes
As of October 22, 2026, there were
TABLE OF CONTENTS
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Item 1. |
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3 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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38 |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Financial Statements (Unaudited)
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5 |
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6 |
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Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025 |
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3
Moelis & Company
Condensed Consolidated Statements of Financial Condition
(Unaudited)
(dollars in thousands, except per share amounts)
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September 30, |
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December 31, |
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2026 |
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2025 |
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Assets |
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Cash and cash equivalents |
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$ |
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Restricted cash |
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Receivables: |
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Accounts receivable, net of allowance for credit losses of $ |
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Accrued and other receivables |
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Total receivables |
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Deferred compensation |
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Investments |
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Right-of-use assets |
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Equipment and leasehold improvements, net |
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Deferred tax assets |
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Prepaid expenses and other assets |
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Total assets |
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$ |
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$ |
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Liabilities and Equity |
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Compensation payable |
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$ |
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$ |
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Accounts payable, accrued expenses and other liabilities |
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Amount due pursuant to tax receivable agreement |
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Deferred revenue |
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Lease liabilities |
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Total liabilities |
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Class A common stock, par value $ |
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Class B common stock, par value $ |
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Treasury stock, at cost; |
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( |
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( |
Additional paid-in-capital |
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Retained earnings (accumulated deficit) |
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( |
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( |
Accumulated other comprehensive income (loss) |
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( |
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( |
Total Moelis & Company equity |
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Noncontrolling interests |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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See notes to the condensed consolidated financial statements (unaudited).
4
Moelis & Company
Condensed Consolidated Statements of Operations
(Unaudited)
(dollars in thousands, except per share amounts)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenues |
$ |
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$ |
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$ |
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$ |
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Expenses |
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Compensation and benefits |
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Occupancy |
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Professional fees |
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Communication, technology and information services |
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Travel and related expenses |
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Depreciation and amortization |
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Other expenses |
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Total expenses |
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Operating income (loss) |
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Other income and (expenses) |
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Income (loss) before income taxes |
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Provision (benefit) for income taxes |
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Net income (loss) |
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Net income (loss) attributable to noncontrolling interests |
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Net income (loss) attributable to Moelis & Company |
$ |
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$ |
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$ |
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$ |
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Weighted-average shares of Class A common stock outstanding |
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Basic |
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Diluted |
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Net income (loss) per share attributable to holders of shares of Class A common stock |
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Basic |
$ |
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$ |
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$ |
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$ |
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Diluted |
$ |
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$ |
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$ |
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$ |
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See notes to the condensed consolidated financial statements (unaudited).
5
Moelis & Company
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
(dollars in thousands)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Net income (loss) |
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$ |
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$ |
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$ |
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$ |
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Foreign currency translation adjustment and other, net of tax |
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( |
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( |
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( |
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Other comprehensive income (loss) |
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( |
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( |
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( |
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Comprehensive income (loss) |
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Less: Comprehensive income (loss) attributable to noncontrolling interests |
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Comprehensive income (loss) attributable to Moelis & Company |
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$ |
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$ |
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$ |
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$ |
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See notes to the condensed consolidated financial statements (unaudited).
6
Moelis & Company
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(dollars in thousands)
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Nine Months Ended September 30, |
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2026 |
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2025 |
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Cash flows from operating activities |
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Net income (loss) |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
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Bad debt expense (benefit) |
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Depreciation and amortization |
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Equity-based compensation |
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Deferred tax provision (benefit) |
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Gain on partial sale of equity method investment |
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( |
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Other |
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( |
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( |
Changes in assets and liabilities: |
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Accounts receivable |
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( |
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Accrued and other receivables |
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( |
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Prepaid expenses and other assets |
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( |
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( |
Deferred compensation |
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( |
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( |
Compensation payable |
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( |
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( |
Accounts payable, accrued expenses and other liabilities |
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( |
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Deferred revenue |
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( |
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Dividends received from equity method investment |
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Net cash provided by (used in) operating activities |
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Cash flows from investing activities |
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Purchases of investments |
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( |
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( |
Proceeds from sales of investments |
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Note payments (issued to) employees |
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( |
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( |
Note payments received from employees |
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Proceeds from partial sale of equity method investment |
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Purchases of equipment and leasehold improvements |
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( |
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( |
Net cash provided by (used in) investing activities |
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( |
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( |
Cash flows from financing activities |
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Payments for dividends and tax distributions |
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( |
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( |
Payments for treasury stock purchases |
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( |
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( |
Payments under tax receivable agreement |
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( |
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( |
Net cash provided by (used in) financing activities |
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( |
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( |
Effect of exchange rate fluctuations on cash, cash equivalents, and restricted cash |
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( |
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Net increase (decrease) in cash, cash equivalents, and restricted cash |
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( |
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( |
Cash, cash equivalents, and restricted cash, beginning of period |
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Cash, cash equivalents, and restricted cash, end of period |
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$ |
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$ |
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Supplemental cash flow disclosure |
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Cash paid (received) during the period for: |
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Income taxes, net |
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$ |
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$ |
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Other non-cash activity: |
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Effect of changes in ownership and exchanges of Class A partnership units |
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$ |
( |
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$ |
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Dividends in kind |
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$ |
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$ |
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Forfeiture of fully-vested stock-based awards |
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$ |
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$ |
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See notes to the condensed consolidated financial statements (unaudited).
7
Moelis & Company
Condensed Consolidated Statements of Changes in Equity
(Unaudited)
(dollars in thousands, except share amounts)
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Shares |
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Retained |
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Accumulated |
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Class A |
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Class B |
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Class A |
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Class B |
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Additional |
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Earnings |
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Other |
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Common |
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Common |
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Treasury |
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Common |
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Common |
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Treasury |
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Paid-In |
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(Accumulated |
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Comprehensive |
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Noncontrolling |
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Total |
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Stock |
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Stock |
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Stock |
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Stock |
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Stock |
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Stock |
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Capital |
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Deficit) |
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Income (Loss) |
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Interests |
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Equity |
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Balance as of January 1, 2026 |
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( |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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Net income (loss) |
— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Equity-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Other comprehensive income (loss) |
— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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( |
Dividends declared ($ |
— |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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( |
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Treasury Stock Purchases |
— |
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— |
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( |
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— |
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— |
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( |
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— |
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— |
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— |
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— |
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( |
Class A partnership units or other equity converted into Class A Common Stock |
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( |
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— |
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— |
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— |
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( |
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— |
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— |
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( |
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Equity-based payments to non-employees |
— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance as of March 31, 2026 |
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( |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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Net income (loss) |
— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Equity-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Other comprehensive income (loss) |
— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Dividends declared ($ |
— |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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( |
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Treasury Stock Purchases |
— |
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— |
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( |
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— |
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— |
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( |
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— |
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— |
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— |
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— |
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( |
Class A partnership units or other equity converted into Class A Common Stock |
— |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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— |
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( |
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Equity-based payments to non-employees |
— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance as of June 30, 2026 |
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( |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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Net income (loss) |
— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Equity-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Other comprehensive income (loss) |
— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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( |
Dividends declared ($ |
— |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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( |
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Treasury Stock Purchases |
— |
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— |
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( |
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— |
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— |
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( |
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— |
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— |
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— |
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— |
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( |
Class A Partnership Units or other equity converted into Class A Common Stock |
— |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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— |
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( |
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Equity-based payments to non-employees |
— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Other |
— |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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— |
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— |
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( |
Balance as of September 30, 2026 |
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|
( |
|
$ |
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$ |
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$ |
( |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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8
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Shares |
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Retained |
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Accumulated |
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Class A |
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Class B |
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Class A |
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Class B |
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Additional |
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Earnings |
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Other |
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Common |
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Common |
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Treasury |
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Common |
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Common |
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Treasury |
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Paid-In |
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(Accumulated |
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Comprehensive |
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Noncontrolling |
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Total |
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Stock |
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Stock |
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Stock |
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Stock |
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Stock |
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Stock |
|
Capital |
|
Deficit) |
|
Income (Loss) |
|
Interests |
|
Equity |
||||||||
Balance as of January 1, 2025 |
|
|
( |
|
$ |
|
$ |
|
$ |
( |
|
$ |
|
$ |
( |
|
$ |
( |
|
$ |
|
$ |
|||||||
Net income (loss) |
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
|||
Equity-based compensation |
|
— |
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
|||||
Other comprehensive income (loss) |
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|||
Dividends declared ($ |
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
( |
|
|
— |
|
|
|
|
( |
||
Treasury Stock Purchases |
— |
|
— |
|
( |
|
|
— |
|
|
— |
|
|
( |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
Class A partnership units or other equity converted into Class A Common Stock |
|
( |
|
— |
|
|
|
|
— |
|
|
— |
|
|
( |
|
|
— |
|
|
— |
|
|
|
|
||||
Equity-based payments to non-employees |
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
||
Balance as of March 31, 2025 |
|
|
( |
|
$ |
|
$ |
|
$ |
( |
|
$ |
|
$ |
( |
|
$ |
( |
|
$ |
|
$ |
|||||||
Net income (loss) |
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
|||
Equity-based compensation |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
||||
Other comprehensive income (loss) |
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|||
Dividends declared ($ |
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
( |
|
|
— |
|
|
( |
|
|
( |
|
Treasury Stock Purchases |
— |
|
— |
|
( |
|
|
— |
|
|
— |
|
|
( |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
Class A partnership units or other equity converted into Class A Common Stock |
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
|
|
— |
|
|
— |
|
|
|
|
— |
|
Equity-based payments to non-employees |
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
||
Balance as of June 30, 2025 |
|
|
( |
|
$ |
|
$ |
|
$ |
( |
|
$ |
|
$ |
( |
|
$ |
( |
|
$ |
|
$ |
|||||||
Net income (loss) |
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
|||
Equity-based compensation |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
||||
Other comprehensive income (loss) |
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
|
|
( |
|
|
( |
Dividends declared ($ |
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
( |
|
|
— |
|
|
( |
|
|
( |
|
Treasury Stock Purchases |
— |
|
— |
|
( |
|
|
— |
|
|
— |
|
|
( |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
Class A Partnership Units or other equity converted into Class A Common Stock |
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
|
|
— |
|
|
— |
|
|
|
|
( |
|
Equity-based payments to non-employees |
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
||
Other |
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
Balance as of September 30, 2025 |
|
|
( |
|
$ |
|
$ |
|
$ |
( |
|
$ |
|
$ |
( |
|
$ |
( |
|
$ |
|
$ |
|||||||
See notes to the condensed consolidated financial statements (unaudited).
9
Moelis & Company
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
(dollars in thousands, except share amounts and where explicitly stated)
Moelis & Company and its consolidated subsidiaries (the “Company,” “we,” “our,” or “us”) is a leading global investment bank, incorporated in Delaware. Prior to the Company’s Initial Public Offering (“IPO”), the business operated as a Delaware limited partnership that commenced operations during 2007. Following the IPO, the operations are owned by Moelis & Company Group LP (“Group LP”), a U.S. Delaware limited partnership, and Group LP is controlled by Moelis & Company. Moelis & Company’s shareholders are entitled to receive a portion of Group LP’s economics through their direct ownership interests in shares of Class A common stock of Moelis & Company. The noncontrolling interest owners of Group LP (not Moelis & Company) receive economics of the operations primarily through their ownership interests in Group LP partnership units.
The Company’s activities as an investment banking advisory firm constitute a single business segment offering clients, including corporations, financial sponsors and governments, a range of advisory services with expertise across all major industries in mergers and acquisitions, recapitalizations and restructurings, capital markets transactions, secondary transactions and primary fundraising, and other corporate finance matters.
Basis of Presentation — The condensed consolidated financial statements of Moelis & Company include its partnership interests in Group LP, its equity interest in the sole general partner of Group LP, Moelis & Company Group GP LLC (“Group GP”), and its interests in its subsidiaries. Moelis & Company operates and controls all of the business and affairs of Group LP and its operating entity subsidiaries indirectly through its equity interest in Group GP. The Company operates through the following subsidiaries:
10
Basis of Accounting — The Company prepared the accompanying condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed consolidated financial statements include the combined operations, assets and liabilities of the Company. The Notes are an integral part of the Company's condensed consolidated financial statements. As permitted by the interim reporting rules and regulations set forth by the SEC, the condensed consolidated financial statements presented exclude certain financial information and footnote disclosures normally included in audited financial statements prepared in accordance with U.S. GAAP. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary to fairly present the accompanying unaudited condensed consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
Consolidation — The Company’s policy is to consolidate (i) entities in which it has a controlling financial interest, (ii) variable interest entities where the Company has a variable interest and is deemed to be the primary beneficiary and (iii) limited partnerships where the Company has ownership of the majority of voting interests. When the Company does not have a controlling interest in an entity but exerts significant influence over the entity’s operating and financial decisions, the Company applies the equity method of accounting in which it records in earnings its share of income or losses of the entity. All intercompany balances and transactions with the Company’s subsidiaries have been eliminated in consolidation.
Use of Estimates — The preparation of condensed consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and could have a material impact on the condensed consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period in which they are determined to be necessary.
In preparing the condensed consolidated financial statements, management makes estimates and assumptions regarding:
11
Cash, Cash Equivalents and Restricted Cash — Cash and cash equivalents include all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less from the date of purchase.
The Company’s cash is maintained in U.S. and non-U.S. bank accounts, of which most bank account balances had little or no insurance coverage (most balances are held in U.S. and U.K. accounts which exceeded the U.S. Federal Deposit Insurance Corporation and U.K. Financial Services Compensation Scheme coverage limits). The Company’s cash equivalents are invested primarily in U.S. and U.K. sovereign debt securities and money market funds.
The Company’s restricted cash is comprised of collateral deposits primarily held by certain non-U.S. subsidiaries. These deposits are required for certain direct debit accounts and are also used to satisfy future U.S. medical claims.
|
|
September 30, |
||||
|
|
2026 |
|
2025 |
||
Cash |
|
$ |
|
$ |
||
Cash equivalents |
|
|
|
|
||
Restricted cash |
|
|
|
|
||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows |
|
$ |
|
$ |
||
Additionally, as of December 31, 2025, the Company held cash of $
Accounts Receivable — The accompanying condensed consolidated statements of financial condition present accounts receivable balances, which consist of contracts with customers, net of allowance for credit losses based on the Company’s assessment of the collectability of customer accounts.
Included in the accounts receivable balances as of September 30, 2026 and December 31, 2025 were $
12
The Company maintains an allowance for credit losses that, in management’s opinion, provides for an adequate reserve to cover losses that may be incurred. For purposes of determining appropriate allowances, the Company evaluates its population of accounts receivable using an aging method that results in a percentage reserve based on the age of the receivable, in addition to considerations of historical write-offs and current economic conditions.
After concluding that a reserved account receivable is no longer collectible, the Company will write-off the receivable. This has the effect of reducing both the gross receivable and the allowance for credit losses. If a reserved accounts receivable is subsequently collected, such reversals reduce the gross receivable and the allowance for credit losses and is a reduction of bad debt expense, which is recorded within other expenses on the condensed consolidated statement of operations. The combination of reversals and the provision for credit losses of a reported period comprise the Company’s bad debt expense.
The following tables summarize credit loss allowance activity for the three and nine months ended September 30, 2026 and 2025:
|
Allowance for Credit Losses |
||||
|
Three Months Ended September 30, 2026 |
|
Three Months Ended September 30, 2025 |
||
Beginning balance |
$ |
|
$ |
||
Bad debt expense (benefit) |
|
|
|
||
Write-offs, foreign currency translation and other adjustments |
|
( |
|
|
( |
Ending balance |
$ |
|
$ |
||
|
Allowance for Credit Losses |
||||
|
Nine Months Ended September 30, 2026 |
|
Nine Months Ended September 30, 2025 |
||
Beginning balance |
$ |
|
$ |
||
Bad debt expense (benefit) |
|
|
|
||
Write-offs, foreign currency translation and other adjustments |
|
( |
|
|
( |
Ending balance |
$ |
|
$ |
||
Deferred Compensation — Deferred compensation costs represent arrangements with certain employees whereby cash payments are subject to a required period of service subsequent to payment by the Company. These amounts are charged to expenses over the period that the employee is required to provide services in order to vest the payment.
Financial Instruments at Fair Value — Fair value is generally based on quoted prices, however if quoted market prices are not available, fair value is determined based on other relevant factors, including dealer price quotations, price activity for equivalent instruments and valuation pricing models. The Company established a fair value hierarchy which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of instrument, the characteristics specific to the instrument and the state of the marketplace (including the existence and transparency of transactions between market participants). Financial instruments with readily-available actively quoted prices or for which fair value can be measured from actively-quoted prices in an orderly market will generally have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories (from highest to lowest level of observability) based on inputs:
Level 1 — Quoted prices (unadjusted) are available in active markets for identical instruments that the Company has the ability to access as of the reporting date. The Company, to the extent that it holds such instruments, does not adjust the quoted price for these instruments, even in situations in which the Company holds a large position and a sale could reasonably affect the quoted price.
13
Level 2 — Pricing inputs that are significant to the overall fair value measurement are observable for the instruments, either directly or indirectly, as of the reporting date, but are not the same as those used in Level 1. Fair value is determined through the use of models or other valuation methodologies.
Level 3 — Pricing inputs that are significant to the overall fair value measurement are unobservable for the instruments and include situations where there is little, if any, market activity for the investments. The determination of fair value is based on the best information available, may incorporate management's own assumptions, and involves a significant degree of judgment.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given investment is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the instrument. The Company's methodology for reclassifications impacting the fair value hierarchy is that transfers in/out of the respective category are reported at fair value as of the beginning of the period in which the reclassification occurred.
Equity Method Investments — The Company accounts for its investments under the equity method of accounting when the Company does not control the investee but has the ability to exercise significant influence. The amounts recorded in investments on the condensed consolidated statements of financial condition reflect the Company’s share of contributions made to, distributions received from, and the equity earnings and losses of, the investee. The Company reflects its share of gains and losses of the investee in other income and expenses in the condensed consolidated statements of operations using the most recently available earnings data at the end of the period.
Leases — The Company maintains operating leases for corporate offices. The Company determines if a contract contains a lease at inception. Operating leases are recorded as right-of-use (“ROU”) assets and lease liabilities on the condensed consolidated statements of financial condition. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease liabilities are recognized at the lease commencement date and are measured at the present value of anticipated lease payments over the lease term. The operating lease ROU assets are equal to the lease liabilities, adjusted for certain lease incentives, accrued rents, and prepaid rents. Typically, our borrowing rate is used to determine the present value of lease payments because the implicit rate is not readily determinable. Our lease terms may include options to extend or terminate the lease. These options are factored into our present value calculations when it is reasonably certain that such options will be exercised. Operating lease expense is recognized on a straight-line basis over the lease term. ROU assets are evaluated for impairment when an event or change in circumstances indicates the carrying value of the assets may not be recoverable. If this occurs, the Company recognizes an impairment charge for the difference between the carrying amount and the estimated fair value of the assets.
Equipment and Leasehold Improvements — Office equipment and furniture and fixtures are stated at cost less accumulated depreciation, which is determined using the straight-line method over the estimated useful lives of the assets, ranging from to
Major renewals and improvements are capitalized and minor replacements, maintenance and repairs are charged to expenses as incurred. Assets that are in development and have not yet been placed in service are generally classified as “Construction in Progress” and are reclassified to the appropriate category when the associated assets are placed in service. Equipment and leasehold improvements are evaluated for impairment when an event or change in circumstances indicates the carrying value of the assets may not be recoverable. If this occurs, the Company recognizes an impairment charge for the difference between the carrying amount and the estimated fair value of the assets. Upon retirement or disposal of assets, the cost and related accumulated depreciation or amortization are removed from the condensed consolidated statements of financial condition and any gain or loss is reflected in the condensed consolidated statements of operations.
Software — Costs related to implementation of cloud computing arrangements that qualify for capitalization are stated at cost less accumulated amortization within prepaid and other assets on the Company’s condensed consolidated statement of financial condition. Such capitalized costs are amortized using the straight-line method over the term of the cloud computing service contract or another rational basis,
14
beginning when the cloud computing arrangement is substantially complete and ready for its intended use. All costs not directly related to the implementation of cloud computing arrangements, including overhead costs and costs of service agreements, are expensed in the period they are incurred. The amortization expense of such capitalized costs are presented under communication, technology and information services on the condensed consolidated statement of operations.
Deferred Tax Asset and Amount Due Pursuant to Tax Receivable Agreement — In conjunction with the IPO, the Company was treated for U.S. federal income tax purposes as having directly purchased Class A partnership units in Group LP from the existing unitholders. Additional Group LP Class A partnership units may be issued and exchanged for shares of Class A common stock in the Company. The initial purchase and future exchanges are expected to result in an increase in the tax basis of Group LP’s assets attributable to the Company’s interest in Group LP. These increases in the tax basis of Group LP’s assets attributable to the Company’s interest in Group LP would not have been available but for the initial purchase and future exchanges. Such increases in tax basis are likely to increase (for tax purposes) depreciation and amortization deductions and therefore reduce the amount of income tax the Company would otherwise be required to pay in the future. As a result, the Company records a deferred tax asset for such increase in tax basis.
The Company has entered into a tax receivable agreement with its eligible Managing Directors that will provide for the payment by the Company to its eligible Managing Directors of
Revenue and Expense Recognition — We earn substantially all of our revenues by providing advisory services on mergers and acquisitions, recapitalizations and restructurings, capital markets transactions, private fundraisings and secondary transactions, and other corporate finance matters. The Company also acts as an underwriter of certain securities offerings. We provide our advisory services on an ongoing basis which, for example, may include evaluating and selecting one of multiple strategies. In many cases, we are not paid until the completion of an underlying transaction.
The Company recognizes the vast majority of its advisory services revenues over time, including reimbursements for certain out-of-pocket expenses, when or as our performance obligations are fulfilled and collection is reasonably assured. The determination of whether revenues are recognized over time or at a point in time depends upon the type of service being provided and the related performance obligations. We identify the performance obligations in our engagement letters and determine which services are distinct (i.e. separately identifiable and the client could benefit from such service on its own). We allocate the transaction price to the respective performance obligations by estimating the amount of consideration we expect in exchange for providing each service. Both the identification of performance obligations and the allocation of transaction price to the respective performance obligations require significant judgment.
15
During such advisory engagements, our clients are continuously benefiting from our advice and the over-time recognition matches the transfer of such benefits. However, the recognition of transaction fees, which are variable in nature, is constrained until substantially all services have been provided, specified conditions have been met (e.g. transaction closing) and it is probable that a significant reversal of revenue will not occur in a future period. Upfront fees and retainers specified in our engagement letters that meet the over-time criteria will be recognized on a systematic basis over the estimated period where the related services are performed.
With respect to fairness opinions, fees are fixed and delivering the opinion is a separate performance obligation from other advisory services that may be promised under the same engagement letter; as such these revenues are recognized at a point in time when the engagement is formally completed and the client can obtain substantially all of the benefits from the service. Similarly, underwriting engagements are typically a single performance obligation and fees are generally recognized as revenue when the offering has been deemed to be completed by the lead manager of the underwriting group. In these instances, point in time recognition appropriately matches the transfer and consumption of our services.
Incremental costs of obtaining a contract are expensed as incurred since such costs are generally not recoverable and the typical duration of our advisory contracts is less than one year. Costs to fulfill contracts consist of out-of-pocket expenses that are part of performing our advisory services and are typically expensed as incurred, except where the transfer and consumption of our services occurs at a point in time. For engagements recognized at a point in time, out-of-pocket expenses are capitalized and subsequently expensed in the condensed consolidated statement of operations upon completion of the engagement. The Company records deferred revenues when we receive fees from clients that have not yet been earned (e.g. an upfront fee) or when we have an unconditional right to consideration before all performance obligations are complete (e.g. upon satisfying conditions to earn an announcement fee, but before the transaction is consummated).
As of September 30, 2026, and December 31, 2025, the Company had deferred revenues of $
Complications that may terminate or delay a transaction include failure to agree upon final terms with the counterparty, failure to obtain required regulatory consents, failure to obtain board or stockholder approvals, failure to secure financing, adverse market conditions or unexpected operating or financial problems related to either party to the transaction. In these circumstances, we often do not receive advisory fees that would have been received if the transaction had been completed, despite the fact that we may have devoted considerable time and resources to the transaction. Barriers to the completion of a restructuring transaction may include a lack of anticipated bidders for the assets of our client, the inability of our client to restructure its operations, or indebtedness due to a failure to reach agreement with its creditors. In these circumstances, our fees are generally limited to monthly retainer fees and reimbursement of certain out-of-pocket expenses.
Due to the factors that may delay or terminate a transaction, the Company does not estimate constrained transaction fees for revenue recognition. Quantitative disclosures of constrained variable consideration are not provided for remaining, wholly unsatisfied, performance obligations. The remaining performance obligations related to retainers, upfront fees and announcement fees are typically associated with contracts that have durations of one year or less.
We do not allocate our revenue by the type of advice we provide because of the complexity of the transactions on which we may earn revenue and our holistic approach to client service. For example, a restructuring engagement may evolve to require a sale of all or a portion of the client, M&A assignments can develop from relationships established on prior restructuring engagements, and capital markets expertise can be instrumental on both M&A and restructuring assignments.
16
Equity-based Compensation — The Company recognizes the cost of services received in exchange for equity instrument awards. The cost of such awards reflects the grant-date fair value, which is typically based on quoted market prices of the Company's stock at the time of grant, amortized over the service period required by the award’s vesting terms. The Company also grants equity-based awards with post-vesting restrictions or market conditions. For these types of awards the grant-date fair value reflects the post-vesting restrictions or the probability of achieving the market conditions. The Company also recognizes the cost of services received from a non-employee in exchange for an equity instrument based on the award’s grant-date fair value. The Company accounts for forfeitures of equity awards as the forfeitures occur. The Company records shares repurchased from its employees for the purpose of settling tax liabilities incurred upon the vesting of restricted stock units (“RSUs”) as treasury stock. The Company records dividends in kind, net of forfeitures, on outstanding RSUs as a reduction of retained earnings with a corresponding increase in additional paid-in capital, resulting in no net change to equity. Dividends in kind on RSUs and other stock-based awards are subject to the same vesting conditions as the underlying awards on which they were accrued. Dividends in kind will be forfeited if the underlying award does not vest.
The Company has terms that qualify certain employees to terminate their services while not forfeiting certain qualifying incentive awards granted during employment. For qualifying awards, (i) the employee must be at least
Income Taxes — The Company accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes” (“ASC 740”), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected in the Company’s condensed consolidated statements of financial condition as deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some or all of the deferred tax assets will not be realized.
ASC 740-10 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements. The Company has reviewed and will continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations and interpretations thereof. For the three and nine months ended September 30, 2026 and 2025,
The Company recognizes excess tax benefits and deficiencies as income tax benefits or expenses in the condensed consolidated statement of operations. These are reflected in accounts payable, accrued expenses and other liabilities within the condensed consolidated statement of cash flows.
Foreign Currency Translation — Assets and liabilities held in non-U.S. dollar denominated currencies are translated into U.S. dollars at exchange rates in effect at the end of the reporting period. Revenues and expenses are translated at average exchange rates during the reporting period. A charge or credit is recorded to other comprehensive income to reflect the translation of these amounts to the extent the non-U.S. currency is designated the functional currency of the subsidiary. Non-functional currency related transaction gains and losses are immediately recorded in the condensed consolidated statements of operations.
In November 2024, the FASB issued ASU No. 2024-03, "Disaggregation of Income Statement Expenses" ("ASU 2024-03"). ASU 2024-03 improves public entity disclosures by requiring the disaggregation of
17
certain expense categories in the notes to the financial statements for qualifying entities. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company does not expect the adoption of ASU 2024-03 to have a material impact to the Company's consolidated financial statements.
In September 2025, the FASB issued ASU No. 2025-06, "Intangibles—Goodwill and Other—
Internal-Use Software" ("ASU 2025-06"). ASU 2025-06 modernizes the accounting for internal-use software costs by updating the cost capitalization threshold through eliminating project development stages and enhancing guidance around the "probable-to-complete" threshold. ASU 2025-06 is effective for fiscal years and interim periods beginning after December 15, 2027. The Company does not expect the adoption of ASU 2025-06 to have a material impact to the Company's consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-11, "Interim Reporting (Topic 270): Narrow-Scope Improvements" ("ASU 2025-11"). ASU 2025-11 amendments clarify current disclosure requirements related to interim reporting. ASU 2025-11 is effective for interim reporting periods with annual reporting periods beginning after December 15, 2027. The Company does not expect the adoption of ASU 2025-11 to have a material impact to the Company's condensed consolidated financial statements.
Equipment and leasehold improvements, net consists of the following:
|
|
September 30, |
|
December 31, |
||
|
|
2026 |
|
2025 |
||
Equipment |
|
$ |
|
$ |
||
Furniture and fixtures |
|
|
|
|
||
Leasehold improvements |
|
|
|
|
||
Construction in progress |
|
|
|
|
||
Total |
|
|
|
|
||
Less: Accumulated depreciation and amortization |
|
|
( |
|
|
( |
Equipment and leasehold improvements, net |
|
$ |
|
$ |
||
Depreciation and amortization expenses for fixed assets totaled $
Fair value investments are presented within investments on the Company’s condensed consolidated statements of financial condition. The Company established a fair value hierarchy which prioritizes and ranks the level of market price observability used in measuring investments at fair value. See Note 2 for further information on the Company's fair value hierarchy.
The estimated fair value of sovereign debt securities and money market funds are based on quoted prices for recent trading activity in identical or similar instruments. The Company primarily invests in U.S. and U.K. sovereign debt securities with maturities of less than twelve months, and we consider these securities to be risk free. Therefore, we do not reserve for expected credit losses on these investments. The Company also holds certificates of deposit, which are held at carrying value.
Fair Value of Financial Assets
The fair value of the Company's financial assets as of September 30, 2026, has been categorized based upon the fair value hierarchy as follows:
18
|
Total |
|
Level 1 |
|
Level 2 |
|
Level 3 |
||||
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
$ |
|
$ |
— |
|
$ |
|
$ |
— |
||
Certificates of Deposit |
|
|
|
— |
|
|
|
|
— |
||
Total cash equivalents |
|
|
|
— |
|
|
|
|
— |
||
Investments |
|
|
|
|
|
|
|
|
|
|
|
Sovereign debt securities |
|
|
|
— |
|
|
|
|
— |
||
Total investments |
|
|
|
— |
|
|
|
|
— |
||
Total |
$ |
|
$ |
— |
|
$ |
|
$ |
— |
||
For sovereign debt securities measured at fair value and held at the reporting date, the Company recognized unrealized losses of $
The fair value of the Company's financial assets as of December 31, 2025, has been categorized based upon the fair value hierarchy as follows:
|
Total |
|
Level 1 |
|
Level 2 |
|
Level 3 |
||||
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
Sovereign debt securities |
$ |
|
$ |
— |
|
$ |
|
$ |
— |
||
Money market funds |
|
|
|
— |
|
|
|
|
— |
||
Certificates of Deposit |
|
|
|
— |
|
|
|
|
— |
||
Total cash equivalents |
|
|
|
— |
|
|
|
|
— |
||
Investments |
|
|
|
|
|
|
|
|
|
|
|
Sovereign debt securities |
|
|
|
— |
|
|
|
|
— |
||
Total investments |
|
|
|
— |
|
|
|
|
— |
||
Total |
$ |
|
$ |
— |
|
$ |
|
$ |
— |
||
The cost basis of the investments recorded at fair value shown in the preceding table and included in investments on the condensed consolidated statement of financial condition was $
Equity Method Investments
Equity-method investments are presented within investments on the Company’s condensed consolidated statements of financial condition. As of September 30, 2026 and December 31, 2025, the carrying value of the Company's equity method investment in MA Financial (formerly known as Moelis Australia Limited) was $
During the nine months ended September 30, 2026 and 2025, MA Financial declared dividends, of which the Company received $
During the three months ended September 30, 2025, the Company sold
From time to time, MA Financial may issue shares in connection with a transaction or employee compensation which reduces the Company's ownership interest in MA Financial and can result in dilution gains or losses. Such gains or losses are recorded in other income and expenses on the condensed consolidated statements of operation.
19
The calculations of basic and diluted net income (loss) per share attributable to holders of shares of Class A common stock for the three and nine months ended September 30, 2026 and 2025 are presented below.
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
||||||||||
(dollars in thousands, except per share amounts) |
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to holders of shares of Class A common stock—basic |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
||||
Add (deduct) dilutive effect of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling interests related to Class A partnership units |
|
(a) |
|
|
|
(a) |
|
|
|
(a) |
|
|
|
(a) |
|
|
Net income (loss) attributable to holders of shares of Class A common stock—diluted |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
||||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares of Class A common stock outstanding—basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Add (deduct) dilutive effect of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling interests related to Class A partnership units |
|
(a) |
|
|
|
(a) |
|
|
|
(a) |
|
|
|
(a) |
|
|
Weighted average number of incremental shares issuable from unvested RSUs and stock options, as calculated using the treasury stock method |
|
(b) |
|
|
(b) |
|
|
(b) |
|
|
(b) |
|
||||
Weighted average shares of Class A common stock outstanding—diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) per share attributable to holders of shares of Class A common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
||||
Diluted |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
||||
We have not included the impact of Class B common stock because these shares are entitled to an insignificant amount of economic participation.
(a) Class A partnership units may be exchanged for Moelis & Company Class A common stock on a
(b) Certain RSUs assumed to be issued as Class A common stock pursuant to the treasury stock method were antidilutive and therefore excluded from the calculation of diluted net income (loss) per share attributable to Moelis & Company for certain periods. During the three months ended September 30, 2026 and 2025, there were
20
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
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 to
As of September 30, 2026, the total compensation expense related to unvested RSUs and other stock-based awards not yet recognized was $
Restricted Stock Units
The following table summarizes activity related to RSUs for the nine months ended September 30, 2026 and 2025.
|
Restricted Stock Units |
||||||||
|
2026 |
|
2025 |
||||||
|
|
|
Weighted |
|
|
|
Weighted |
||
|
|
|
Average |
|
|
|
Average |
||
|
Number of |
|
Grant Date |
|
Number of |
|
Grant Date |
||
|
Shares |
|
Fair Value |
|
Shares |
|
Fair Value |
||
Unvested Balance at January 1, |
|
$ |
|
|
$ |
||||
Granted |
|
|
|
|
|
||||
Forfeited |
( |
|
|
|
( |
|
|
||
Vested |
( |
|
|
|
( |
|
|
||
Unvested Balance at September 30, |
|
$ |
|
|
$ |
||||
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
21
Performance Units
Certain Partnership Units and RSUs vest upon the achievement of both market conditions and service requirements that are generally over to
Class A Common Stock
As of September 30, 2026, there were
The changes in Class A common stock since the IPO are due primarily to follow-on offering transactions, exchanges of Class A partnership units, the exercise of stock options and vesting of restricted stock units issued in connection with the Company’s annual compensation process and ongoing hiring.
Class B Common Stock
The economic rights of Class B common stock are based on the ratio of the Class B subscription price to the initial public offering price of shares of Class A common stock (
As of September 30, 2026, and December 31, 2025,
Treasury Stock
During the nine months ended September 30, 2026 and 2025, the Company repurchased
Share Repurchase Plan
In February 2026, the Board of Directors authorized the repurchase of up to $
22
Noncontrolling Interests
A Group LP Class A partnership unit (not held by Moelis & Company or its subsidiaries) is exchangeable into
Controlling Interests
Moelis & Company operates and controls all of the business and affairs of Group LP and its operating entity subsidiaries indirectly through its equity interest in Group GP, and thus the
Aircraft Lease — On July 12, 2019, the Company entered into an aircraft dry lease (the “Old Lease”) with a related party, Moelis & Company Manager LLC ("Manager"), the lessor, and Mr. Moelis and a related cost sharing agreement with Mr. Moelis. On May 27, 2025, the Company terminated its aircraft dry lease with Manager, the lessor, and Mr. Moelis, which was set to terminate December 31, 2025, and Manager acquired a new aircraft with funds received solely from its managing member (Mr. Moelis). The Company leases the aircraft part-time to provide reliable convenient business travel to Mr. Moelis pursuant to a dry lease (“New Lease”) that was entered into on
During the three months ended September 30, 2026 and 2025, the Company incurred $
Promissory Notes — As of September 30, 2026, there were $
Services Agreement — In connection with the Company’s IPO, the Company entered into a services agreement with a related party, Moelis Asset Management LP, whereby the Company provides certain administrative services to Moelis Asset Management LP for a fee. This fee totaled $
Revenues — From time to time, the Company enters into advisory transactions with affiliated entities, such as Moelis Asset Management LP and its affiliates, and certain other related parties. The Company earned
23
revenues associated with such transactions of $
Under the SEC Uniform Net Capital Rule (SEC Rule 15c3-1) Alternative Standard under Section (a)(1)(ii), the minimum net capital requirement is $
Certain other non-U.S. subsidiaries are subject to various securities and capital adequacy requirements promulgated by the regulatory and exchange authorities of the countries in which they operate. These subsidiaries have consistently exceeded their local capital adequacy requirements.
Bank Lines of Credit — The Company renewed its revolving credit facilities during the second quarter of 2026 and maintains aggregate base credit commitments of $
Corporate Facility - The Company maintains a revolving corporate credit facility with a base credit commitment of $
As of September 30, 2026 and December 31, 2025, the Company had
U.S. Broker Dealer Facility - The U.S. Broker Dealer maintains a $
Leases — The Company maintains operating leases as defined by ASC 842, "Leases" ("ASC 842"), for corporate offices with various expiration dates, some of which extend through 2040. Some leases include options to terminate or to extend the lease terms. The Company records lease liabilities measured at the present value of anticipated lease payments over the lease term, including options to extend or terminate the lease when it is reasonably certain such options will be exercised. The implicit discount rates used to determine the present value of the Company’s leases are not readily determinable, thus the Company uses its secured borrowing rate, which was determined with reference to our available credit line.
24
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||||||
($ in thousands) |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
||||||||
Supplemental Income Statement Information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow Information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating cash inflows/(outflows) for operating leases |
|
$ |
( |
|
|
$ |
( |
|
|
$ |
( |
|
|
$ |
( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Right-of-use assets obtained in exchange for lease obligations (e.g. new leases and amendments commenced during the period) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
September 30, |
||||||
|
|
2026 |
|
2025 |
||||
Weighted-average remaining lease term - operating leases (in years) |
|
|
|
|
|
|
||
Weighted-average discount rate - operating leases |
|
|
% |
|
|
% |
||
During the nine months ended September 30, 2026 and 2025, the Company received $
As of September 30, 2026, the future maturities of our operating lease liabilities are as follows:
Fiscal year ended |
|
Operating Leases |
|
Remainder of 2026 |
|
$ |
|
2027 |
|
|
|
2028 |
|
|
|
2029 |
|
|
|
2030 |
|
|
|
Thereafter |
|
|
|
Total Payments |
|
$ |
|
|
|
|
|
Less: Tenant improvement allowances |
|
|
( |
Less: Present value adjustment |
|
|
( |
Total |
|
$ |
|
Contractual Arrangements — In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties and which provide indemnification for specified losses, including certain indemnification of certain officers, directors and employees.
Legal — In the ordinary course of business, from time to time the Company and its affiliates are involved in judicial or regulatory proceedings, arbitration or mediation concerning matters arising in connection with the conduct of its businesses, including contractual and employment matters. In addition, government agencies and self-regulatory organizations conduct periodic examinations, investigations and initiate administrative proceedings regarding the Company’s business, including, among other matters, compliance, accounting, recordkeeping and operational matters, that can result in censure, fine, the issuance of cease-and-desist orders or the suspension or expulsion of a broker-dealer, investment advisor, or its directors, officers or employees. In view of the inherent difficulty of determining whether any loss in connection with such matters is probable and whether the amount of such loss can be reasonably estimated, particularly in cases where claimants seek substantial or indeterminate damages or where investigations and proceedings are in the early
25
stages, the Company often cannot estimate the amount of such loss or range of loss, if any, related to such matters, how or if such matters will be resolved, when they will ultimately be resolved, or what the eventual settlement, fine, penalty or other relief, if any, might be. For matters where the Company can reasonably estimate the amount of a probable loss, or range of loss, the Company will accrue a loss for such matters in accordance with U.S. GAAP for the aggregate of the estimated amount or the minimum amount of the range, if no amount within the range is a better estimate. The Company believes, based on current knowledge and after consultation with counsel, that it is not currently party to any material pending proceedings, individually or in the aggregate, the resolution of which would have a material effect on the Company.
The Company covers substantially all U.S. salaried employees with a defined contribution 401(k) plan. Each salaried employee of the Company who has attained the age of
The Company’s operations are generally comprised of entities that are organized as limited liability companies and limited partnerships. For U.S. federal income tax purposes, taxes related to income earned by these entities generally represent obligations of their interest holders. The Company is subject to certain foreign, state, and local entity-level taxes (for example, the New York City Unincorporated Business Tax (“UBT”)). In addition, the Company is subject to U.S. corporate federal, state, and local income tax on its allocable share of results of operations from Group LP.
The Company’s provisions for income taxes and effective tax rates were $
The Company recorded a decrease in the net deferred tax asset of $
The Company operates a single segment advisory business that offers clients, including corporations, financial sponsors, governments and sovereign wealth funds, a range of products with expertise across all major industries in mergers and acquisitions, recapitalizations and restructurings, capital markets transactions, private fundraising and secondary transactions, and other corporate finance matters.
The Company’s Chief Operating Decision Maker (“CODM”) is Navid Mahmoodzadegan, . The CODM is regularly provided, on a consolidated basis, the advisory segment’s significant expenses, which are the same as those presented in the Company’s condensed consolidated statements of operations.
26
Geographic Information
The following table disaggregates the revenues and assets based on the location of the office that generates the revenues or holds the assets, and therefore may not be reflective of the geography in which the Company's clients are located.
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||
|
2026 |
|
2025 |
|
2026 |
|
2025 |
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
United States |
$ |
|
$ |
|
$ |
|
$ |
||||
Europe |
|
|
|
|
|
|
|
||||
Rest of World |
|
|
|
|
|
|
|
||||
Total |
$ |
|
$ |
|
$ |
|
$ |
||||
|
September 30, |
|
December 31, |
||
|
2026 |
|
2025 |
||
Assets: |
|
|
|
|
|
United States |
$ |
|
$ |
||
Europe |
|
|
|
||
Rest of World |
|
|
|
||
Total |
$ |
|
$ |
||
The Company has evaluated subsequent events for adjustment to or disclosure in these condensed consolidated financial statements through the date of this report and has not identified any recordable or disclosable events not otherwise reported in these financial statements or the notes thereto other than the following. The Board of Directors of Moelis & Company has declared a dividend of $
27
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q and our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Forward-Looking Statements and Certain Factors that May Affect Our Business
The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes that appear elsewhere in this Form 10-Q. We have made statements in this discussion that are forward-looking statements. You can identify these forward looking statements by the use of words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “intend,” “predict,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward looking statements, which are subject to risks, uncertainties, and assumptions about us, may include projections of our future financial performance, based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. You should consider the numerous risks outlined under “Risk Factors” in our Annual Report on Form 10-K and in this Form 10-Q.
Although we believe the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward looking statements. You should not rely upon forward looking statements as a prediction of future events. We are under no duty to and we do not undertake any obligation to update or review any of these forward looking statements after the date of this filing to conform our prior statements to actual results or revised expectations whether as a result of new information, future developments or otherwise.
Executive Overview
Moelis & Company is a leading global independent investment bank that provides innovative strategic advice and solutions to a diverse client base, including corporations, governments, and financial sponsors. We assist our clients in achieving their strategic goals by offering comprehensive integrated financial advisory services across all major industry sectors. With over 20 locations in North and South America, Europe, the Middle East, Asia and Australia, we advise clients on their most critical decisions, including mergers and acquisitions, recapitalizations and restructurings, capital markets transactions and other corporate finance matters. Our ability to provide confidential, independent advisory services to our clients across sectors and regions and through all phases of the business cycle has led to long-term client relationships and a diversified revenue base.
As of September 30, 2026, we served our clients globally with 1,121 advisory bankers. We generate revenues primarily from providing advisory services on transactions that are subject to individually negotiated engagement letters which set forth our fees. We generally generate fees at key transaction milestones, such as closing, the timing of which is outside of our control. As a result, revenues and net income in any period may not be indicative of full year results or the results of any other period and may vary significantly from year to year and quarter to quarter. The performance of our business depends on the ability of our professionals to build relationships with clients over many years by providing trusted advice and exceptional transaction execution.
Business Environment and Outlook
Economic and global financial conditions can materially affect our operational and financial performance. See “Risk Factors” in Part II. Other Information of this Form 10-Q and in our Form 10-K for a discussion of some of the factors that can affect our performance. The M&A market data for announced and completed transactions during the three and nine months ended September 30, 2026 and 2025, referenced throughout this Form 10-Q was obtained from LSEG - Financial Technology & Data (formerly known as Refinitiv) as of October 7, 2026 and October 6, 2025, respectively.
For the first nine months of 2026, we earned GAAP revenues of $1,154.7 million compared with $1,028.9 million earned during the same period in 2025. This represents an increase of 12% compared to a 10% increase in the number of global completed M&A transactions greater than $100 million in the same period.
28
Client engagement remains strong across our business, supported by the underlying fundamentals of transaction activity. In M&A, the pursuit of scale and the need to strengthen competitive positioning remain key drivers of activity, while financial sponsors face growing pressure to monetize a substantial backlog of investments. In capital structure advisory, increased lender selectivity, higher interest rates, and evolving credit conditions are driving demand for liability management and restructuring transactions. Our capital markets business is experiencing strong demand for capital raising solutions, although recent market volatility may delay transaction completions. In private capital advisory, our expanded capabilities have positioned us to capitalize on the ongoing demand for alternative liquidity solutions among both general partners and limited partners. Geopolitical tensions and higher energy prices, inflation concerns, higher interest rates, and questions around the scale and financing of AI infrastructure have contributed to increased market volatility. While the timing of deal completions may be impacted by these factors, we believe we are well-positioned to navigate these dynamic markets given our diversified capabilities, strong balance sheet, substantial liquidity and zero debt.
Results of Operations
The following is a discussion of our results of operations for the three and nine months ended September 30, 2026 and 2025.
|
|
Three Months Ended September 30, |
|
|
|
|
Nine Months Ended September 30, |
|
|
|
|
||||||||
($ in thousands) |
|
2026 |
|
2025 |
|
Variance |
|
2026 |
|
2025 |
|
Variance |
|
||||||
Revenues |
|
$ |
425,577 |
|
$ |
356,892 |
|
19 |
% |
|
$ |
1,154,744 |
|
$ |
1,028,861 |
|
12 |
% |
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits |
|
|
282,386 |
|
|
255,410 |
|
11 |
% |
|
|
762,178 |
|
|
719,069 |
|
6 |
% |
|
Non-compensation expenses |
|
|
61,318 |
|
|
53,168 |
|
15 |
% |
|
|
197,367 |
|
|
163,937 |
|
20 |
% |
|
Total operating expenses |
|
|
343,704 |
|
|
308,578 |
|
11 |
% |
|
|
959,545 |
|
|
883,006 |
|
9 |
% |
|
Operating income (loss) |
|
|
81,873 |
|
|
48,314 |
|
69 |
% |
|
|
195,199 |
|
|
145,855 |
|
34 |
% |
|
Other income and (expenses) |
|
|
8,791 |
|
|
33,999 |
|
-74 |
% |
|
|
16,908 |
|
|
43,650 |
|
-61 |
% |
|
Income (loss) before income taxes |
|
|
90,664 |
|
|
82,313 |
|
10 |
% |
|
|
212,107 |
|
|
189,505 |
|
12 |
% |
|
Provision (benefit) for income taxes |
|
|
24,112 |
|
|
22,242 |
|
8 |
% |
|
|
48,133 |
|
|
28,904 |
|
67 |
% |
|
Net income (loss) |
|
$ |
66,552 |
|
$ |
60,071 |
|
11 |
% |
|
$ |
163,974 |
|
$ |
160,601 |
|
2 |
% |
|
Revenues
We operate in a highly competitive environment. Each revenue-generating engagement is separately solicited, awarded and negotiated, and there are usually no long-term contracted sources of revenue. As a consequence, our fee-paying client engagements are not predictable, and high levels of revenues in one period are not necessarily predictive of continued high levels of revenues in future periods. To develop new business, our professionals maintain an active dialogue with a large number of existing and potential clients. We add new clients each year as our bankers continue to expand their relationships, as we hire senior bankers who bring their client relationships and as we receive introductions from our relationship network of senior executives, board members, attorneys and other third parties. We also lose clients each year as a result of the sale or merger of clients, changes in clients’ senior management, competition from other financial services firms and other causes.
We earn substantially all of our revenues from advisory engagements, and, in many cases, we are not paid until the completion of an underlying transaction. The vast majority of our advisory revenues are recognized over time, although the recognition of our transaction fees is constrained until the engagement is substantially complete.
Complications that may terminate or delay a transaction include failure to agree upon final terms with the counterparty, failure to obtain required regulatory consents, failure to obtain board or stockholder approvals, failure to secure financing, adverse market conditions or unexpected operating or financial problems related to either party to the transaction. In these circumstances, we often do not receive advisory fees that would have been received if the transaction had been completed, despite the fact that we may have devoted considerable time and resources to the transaction. Barriers to the completion of a restructuring transaction may include a lack of anticipated bidders
29
for the assets of our client, or the inability of our client to restructure its operations, or indebtedness due to a failure to reach agreement with its creditors. In these circumstances, our fees are generally limited to monthly retainer fees and reimbursement of certain out-of-pocket expenses.
We do not allocate our revenue by the type of advice we provide because of the complexity of the transactions on which we may earn revenue and our holistic approach to client service. For example, a restructuring engagement may evolve to require a sale of all or a portion of the client, M&A assignments can develop from relationships established on prior restructuring engagements, and capital markets expertise can be instrumental on both M&A and restructuring assignments.
Three Months Ended September 30, 2026 versus 2025
Revenues were $425.6 million for the three months ended September 30, 2026 as compared with $356.9 million for the same period in 2025, representing an increase of 19%. The increase in revenues is primarily attributable to an increase in average fees earned per completed transaction, as compared with the prior year period.
For the three months ended September 30, 2026 and 2025, we earned revenues from 124 clients and 155 clients, respectively, and the number of clients that paid fees equal to or greater than $1 million was 65 clients and 72 clients, respectively.
Nine Months Ended September 30, 2026 versus 2025
Revenues were $1,154.7 million for the nine months ended September 30, 2026 as compared with $1,028.9 million for the same period in 2025, representing an increase of 12%. The increase in revenues is primarily attributable to an increase in average fees earned per completed transaction, as compared with the prior year period.
For the nine months ended September 30, 2026 and 2025, we earned revenues from 280 clients and 290 clients, respectively, and the number of clients that paid fees equal to or greater than $1 million was 187 clients and 181 clients, respectively.
Operating Expenses
The following table sets forth information relating to our operating expenses:
|
|
Three Months Ended September 30, |
|
|
|
Nine Months Ended September 30, |
|
|
|
||||||||||||||
($ in thousands) |
|
2026 |
|
2025 |
|
Variance |
|
2026 |
|
2025 |
|
Variance |
|
||||||||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits |
|
$ |
282,386 |
|
|
$ |
255,410 |
|
|
11 |
% |
|
$ |
762,178 |
|
|
$ |
719,069 |
|
|
6 |
% |
|
% of revenues |
|
|
66 |
% |
|
|
72 |
% |
|
|
|
|
|
66 |
% |
|
|
70 |
% |
|
|
|
|
Non-compensation expenses |
|
$ |
61,318 |
|
|
$ |
53,168 |
|
|
15 |
% |
|
$ |
197,367 |
|
|
$ |
163,937 |
|
|
20 |
% |
|
% of revenues |
|
|
14 |
% |
|
|
15 |
% |
|
|
|
|
|
17 |
% |
|
|
16 |
% |
|
|
|
|
Total operating expenses |
|
$ |
343,704 |
|
|
$ |
308,578 |
|
|
11 |
% |
|
$ |
959,545 |
|
|
$ |
883,006 |
|
|
9 |
% |
|
% of revenues |
|
|
81 |
% |
|
|
86 |
% |
|
|
|
|
|
83 |
% |
|
|
86 |
% |
|
|
|
|
Our operating expenses are classified as compensation and benefits expenses and non-compensation expenses. Compensation and benefits expenses account for the majority of our operating expenses. Non-compensation expenses, which include the costs of professional fees, travel and related expenses, communication, technology and information services, occupancy, depreciation and other expenses, generally have been less significant in comparison with compensation and benefits expenses.
Three Months Ended September 30, 2026 versus 2025
Operating expenses were $343.7 million for the three months ended September 30, 2026 and represented 81% of revenues, compared with $308.6 million for the same period in 2025 which represented 86% of revenues.
30
The increase in operating expenses was attributable to both increased compensation and benefits and non-compensation expenses, as compared with the prior year period.
Nine Months Ended September 30, 2026 versus 2025
Operating expenses were $959.5 million for the nine months ended September 30, 2026 and represented 83% of revenues, compared with $883.0 million for the same period in 2025 which represented 86% of revenues. The increase in operating expenses was attributable to both increased compensation and benefits and non-compensation expenses, as compared with the prior year period.
Compensation and Benefits Expenses
Our compensation and benefits expenses are determined by management based on revenues earned, the results from investments where our employees and the Moelis advisory platform contributed meaningfully to the acquisition of the asset, the competitiveness of the prevailing labor market and anticipated compensation requirements for our employees, the level of recruitment of new Managing Directors and other bankers, the amount of compensation expenses amortized related to equity awards and other relevant factors. As a result, our compensation expenses may fluctuate materially in any particular period. Accordingly, the amount of compensation expenses recognized in any particular period may not be consistent with prior periods or indicative of future periods.
Our compensation expenses consist of base salary and benefits, annual incentive compensation payable as cash bonus awards, including certain amounts subject to clawback and contingent upon a required period of service (“contingent cash awards”) and amortization of equity-based compensation awards. Base salary and benefits are paid ratably throughout the year. Equity awards are amortized into compensation expenses on a graded basis (based upon the fair value of the award at the time of grant) during the service period (adjusted for retirement eligibility) over which the award vests, which is typically four or five years. The awards are recorded within equity as they are expensed. Contingent cash awards are amortized into compensation expenses over the required service period. Incentive compensation, which is accrued throughout the year, is discretionary and dependent upon a number of factors including the performance of the Company and is generally awarded and paid during the first two months subsequent to the performance year. The number of equity units granted as a component of the annual incentive award is determined with reference to the Company’s grant date fair value.
Three Months Ended September 30, 2026 versus 2025
For the three months ended September 30, 2026, compensation related expenses of $282.4 million represented 66% of revenues, compared with $255.4 million which represented 72% of revenues in the prior year period. The increase in compensation and benefits is primarily attributable to higher headcount, as compared to the prior year period. As a percentage of revenues, compensation related expenses decreased as compared to the prior year period primarily due to greater revenues.
Nine Months Ended September 30, 2026 versus 2025
For the nine months ended September 30, 2026, compensation related expenses of $762.2 million represented 66% of revenues, compared with $719.1 million which represented 70% of revenues in the prior year period. The increase in compensation and benefits is primarily attributable to higher headcount, as compared to the prior year period. As a percentage of revenues, compensation related expenses decreased as compared to the prior year period primarily due to greater revenues.
Non-Compensation Expenses
Our non-compensation expenses include the costs of occupancy, professional fees, communication, technology and information services, travel and related expenses, depreciation and other expenses.
Historically, our non-compensation expenses have increased as we have increased headcount which results from growing our business. This trend of growth in non-compensation expense may continue as we expand into new sectors, geographies and products to serve our clients’ growing needs.
31
Three Months Ended September 30, 2026 versus 2025
For the three months ended September 30, 2026, non‑compensation expenses of $61.3 million represented 14% of revenues, compared with $53.2 million which represented 15% of revenues in the prior year period. The increase in non-compensation expenses is primarily driven by occupancy and depreciation expenses related to new office space, communication, technology and information services expenses, including investments related to AI, and increased business and client activity, including higher deal-related travel and client conferences, as compared with the prior year period.
Nine Months Ended September 30, 2026 versus 2025
For the nine months ended September 30, 2026, non‑compensation expenses of $197.4 million represented 17% of revenues, compared with $163.9 million which represented 16% of revenues in the prior year period. The increase in non-compensation expenses is primarily driven by occupancy and depreciation expenses related to new office space, communication, technology and information services expenses, including investments related to AI, and increased business and client activity, including higher deal-related travel and client conferences, as compared with the prior year period.
Other Income and Expenses
Other income and expenses consists of earnings from equity method investments, gains and losses on investments, interest income and expense, and other infrequent gains or losses.
Three Months Ended September 30, 2026 versus 2025
For the three months ended September 30, 2026, other income and expenses was income of $8.8 million, primarily related to income and net gains on financial assets, income associated with the forfeiture or return of compensation by former employees, and the Company's share of MA Financial's results. For the prior year period, other income and expenses was income of $34.0 million, primarily related to a gain of $19.1 million from the sale of 5,000,000 shares of our investment in MA Financial, $6.5 million in income associated with the forfeiture or return of compensation by former employees, and $3.5 million in income from the Company's investment in MA Financial.
Nine Months Ended September 30, 2026 versus 2025
For the nine months ended September 30, 2026, other income and expenses was income of $16.9 million, primarily related to income and net gains on financial assets, income associated with the forfeiture or return of compensation by former employees, and the Company's share of MA Financial's results. For the prior year period, other income and expenses was income of $43.7 million, primarily related to a gain of $19.1 million from the sale of 5,000,000 shares of our investment in MA Financial, $13.4 million in net gains and income on financial assets, $6.5 million in income associated with the forfeiture or return of compensation by former employees, and $5.1 million in income from the Company's investment in MA Financial.
Provision for Income Taxes
The Company’s operations are comprised of entities that are organized as limited liability companies and limited partnerships. For U.S. federal income tax purposes, taxes related to income earned by these entities represent obligations of their interest holders, except for certain foreign, state and local income taxes (for example, the New York City unincorporated business tax (“UBT”)). The Company is subject to U.S. corporate, federal, state, and local income tax on its allocable share of results of operations from Group LP.
Three Months Ended September 30, 2026 versus 2025
The Company’s provisions for income taxes and effective tax rates were $24.1 million and 27% and $22.2 million and 27% for the three months ended September 30, 2026 and 2025, respectively. The income tax provisions for the aforementioned periods primarily reflect the Company’s allocable share of operating results from
32
Group LP at the prevailing U.S. federal, state, and local corporate income tax rates and the effect of certain non-tax deductible items.
Nine Months Ended September 30, 2026 versus 2025
The Company’s provisions for income taxes and effective tax rates were $48.1 million and 23% and $28.9 million and 15% for the nine months ended September 30, 2026 and 2025, respectively. The income tax provisions for the aforementioned periods primarily reflect the Company’s allocable share of operating results from Group LP at the prevailing U.S. federal, state, and local corporate income tax rates and the effect of certain non-tax deductible items, offset by the effect of the excess tax benefit recognized in connection with the delivery of equity-based compensation at an appreciated price above the grant date price for such equity.
Liquidity and Capital Resources
Our current assets have historically been comprised of cash, short term liquid investments and receivables related to fees earned from providing advisory services. Our current liabilities are primarily comprised of accrued expenses, including accrued employee compensation. We pay a significant portion of incentive compensation during the first two months of each calendar year with respect to the prior year’s results. We also distribute estimated partner tax payments primarily in the first quarter of each year with respect to the prior year’s operating results. Therefore, levels of cash generally decline during the first quarter of each year after incentive compensation has been paid to our employees and estimated tax payments have been distributed to partners. Cash before dividends and share buybacks then typically builds over the remainder of the year.
We evaluate our cash needs on a regular basis in light of current market conditions. Cash and cash equivalents include all short‑term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less from the date of purchase. As of September 30, 2026 and December 31, 2025, the Company had cash equivalents of $102.7 million and $427.8 million, respectively, invested primarily in U.S. and U.K. sovereign debt securities, money market funds, and certificates of deposit. Additionally, as of September 30, 2026 and December 31, 2025, the Company had cash of $67.2 million and $80.8 million, respectively, maintained in U.S. and non‑U.S. bank accounts, of which most bank account balances exceeded the U.S. Federal Deposit Insurance Corporation (“FDIC”) and U.K. Financial Services Compensation Scheme (“FSCS”) coverage limits.
In addition to cash and cash equivalents, we hold sovereign debt securities, which are highly liquid instruments in active markets that are classified as investments on our condensed consolidated statements of financial condition as they have original maturities of three months or more from the date of purchase. As of September 30, 2026 and December 31, 2025, the Company held $488.8 million and $340.2 million of investments, respectively.
Our liquidity is highly dependent upon cash receipts from clients which generally requires the successful completion of transactions. The timing of receivable collections typically occurs within 60 days of billing. As of September 30, 2026 and December 31, 2025 accounts receivable were $57.4 million and $82.2 million, respectively, net of allowances of $4.3 million and $2.1 million, respectively.
To provide for additional working capital and other general corporate purposes, we maintain two revolving credit facilities with aggregate base credit commitments of $50.0 million. The facility for corporate purposes has a base credit commitment of $5.0 million, and we can request a temporary increase of the credit amount by up to $45.0 million, not to exceed the capacity available under the FINRA credit line discussed below. This option may be exercised up to two times per year during the twelve-month term of the credit line. Upon lender approval, this facility can be extended past the maturity date of May 24, 2027 to June 30, 2028. The Company incurs a 0.25% per annum fee on the amount of the unused commitment. Advances on the facility bear interest at the greater of a fixed rate of 3.50% per annum or at the Company’s option of (i) SOFR plus 1.3% or (ii) Prime minus 1.50%.
As of September 30, 2026, the Company had no borrowings under the $5.0 million credit facility and the Company’s available committed credit, net of the FINRA credit line capacity, was $4.4 million as a result of the issuance of an aggregate amount of $0.6 million of various standby letters of credit, which were required in connection with certain office leases and other agreements.
In addition, Moelis & Company LLC ("U.S. Broker Dealer") maintains a $45.0 million revolving credit facility agreement pre-approved by FINRA to provide additional regulatory capital as necessary. Under the facility, U.S.
33
Broker Dealer may borrow capital until May 24, 2027, the end of the credit period, and must repay aggregate principal balances by the maturity date of May 24, 2028. The Company incurs a 0.25% per annum fee on the amount of the unused commitment. Borrowings on the facility bear interest equal to the Prime rate, payable quarterly in arrears on the last day of March, June, September, and December of each calendar year. U.S. Broker Dealer had no borrowings under the credit facility and the available committed credit under this facility was $45.0 million as of September 30, 2026.
The Board of Directors of Moelis & Company declared a regular quarterly dividend of $0.65 per share. The $0.65 per share will be paid on December 17, 2026 to Class A common stockholders of record on November 16, 2026. During the nine months ended September 30, 2026 the Company paid aggregate dividends of $1.95 per share.
During the nine months ended September 30, 2026 and 2025, the Company repurchased 2,551,979 and 401,744 shares, respectively, pursuant to the Company's share repurchase program and from its employees for the purpose of settling tax liabilities incurred upon delivery of equity-based compensation awards. In February 2026, the Board of Directors authorized the repurchase of up to $300.0 million of Class A common stock and/or Class A partnership units of Group LP with no expiration date. The dollar value of shares that may yet be purchased under the program was $208.7 million as of September 30, 2026.
Regulatory Capital
We actively monitor our regulatory capital base. Our principal subsidiaries are subject to regulatory requirements in their respective jurisdictions to ensure general financial soundness and liquidity. This requires, among other things, that we comply with certain minimum capital requirements, record‑keeping, reporting procedures, experience and training requirements for employees and certain other requirements and procedures. These regulatory requirements may restrict the flow of funds to and from affiliates. See Note 10 of the condensed consolidated financial statements for further information. These regulations differ in the United States, United Kingdom, Hong Kong and other countries in which we operate a registered broker‑dealer. The license under which we operate in each such country is meant to be appropriate to conduct an advisory business. We believe that we provide each of our subsidiaries with sufficient capital and liquidity, consistent with their business and regulatory requirements.
Tax Receivable Agreement
In connection with the IPO in April 2014, we entered into a tax receivable agreement with our eligible Managing Directors that provides for the payment to eligible Managing Directors of 85% of the amount of cash savings, if any, in U.S. federal, state, and local income tax or franchise tax that we realize as a result of (a) the increases in tax basis attributable to exchanges by our eligible Managing Directors and (b) tax benefits related to imputed interest deemed to be paid by us as a result of this tax receivable agreement. The Company expects to benefit from the remaining 15% of income tax cash savings, if any, that we realize.
For purposes of the tax receivable agreement, income tax cash savings will be computed by comparing our actual income tax liability to the amount of such taxes that we would have been required to pay had there been no increase to the tax basis of the tangible and intangible assets of Group LP as a result of the exchanges and had we not entered into the tax receivable agreement. The term of the tax receivable agreement commenced upon consummation of the IPO and will continue until all such tax benefits have been utilized or expired, unless we exercise our right to terminate the tax receivable agreement for an amount based on an agreed value of payments remaining to be made under the agreement.
Payments made under the tax receivable agreement are required to be made within 225 days of the filing of our tax returns. Because we generally expect to receive the tax savings prior to making the cash payments to the eligible selling holders of Group LP partnership units, we do not expect the cash payments to have a material impact on our liquidity.
In addition, the tax receivable agreement provides that, upon a merger, asset sale, or other form of business combination or certain other changes of control or if, at any time, we elect an early termination of the tax receivable agreement, our (or our successor’s) obligations with respect to exchanged or acquired units (whether exchanged or acquired before or after such change of control or early termination) will be based on certain assumptions, including that we would have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the tax receivable agreement,
34
and, in the case of an early termination election, that any units that have not been exchanged are deemed exchanged for the market value of the Class A common stock at the time of termination. Consequently, it is possible, in these circumstances, that the actual cash tax savings realized by us may be significantly less than the corresponding tax receivable agreement payments.
Cash Flows
Our operating cash flows are primarily influenced by the amount and timing of receipt of advisory fees, which are generally collected within 60 days of billing, and the payment of operating expenses, including payments of incentive compensation to our employees. We pay a significant portion of incentive compensation during the first two months of each calendar year with respect to the prior year’s results. Our investing and financing cash flows are primarily influenced by activities to fund investments and payments of dividends and estimated partner taxes. A summary of our operating, investing and financing cash flows is as follows:
|
|
Nine Months Ended September 30, |
||||
($ in thousands) |
|
2026 |
|
2025 |
||
Cash provided by (used in) |
|
|
|
|
|
|
Operating activities: |
|
|
|
|
|
|
Net income (loss) |
|
$ |
163,974 |
|
$ |
160,601 |
Non-cash charges |
|
|
205,669 |
|
|
175,351 |
Other operating activities |
|
|
(167,203) |
|
|
(98,398) |
Total operating activities |
|
|
202,440 |
|
|
237,554 |
Investing activities |
|
|
(181,482) |
|
|
(186,242) |
Financing activities |
|
|
(358,583) |
|
|
(184,391) |
Effect of exchange rate changes |
|
|
(877) |
|
|
2,335 |
Net increase (decrease) in cash |
|
|
(338,502) |
|
|
(130,744) |
Cash, cash equivalents, and restricted cash, beginning of period |
|
|
509,365 |
|
|
413,179 |
Cash, cash equivalents, and restricted cash, end of period |
|
$ |
170,863 |
|
$ |
282,435 |
Nine Months Ended September 30, 2026
Cash, cash equivalents and restricted cash were $170.9 million at September 30, 2026, a decrease of $338.5 million from $509.4 million at December 31, 2025. Operating activities resulted in a net inflow of $202.4 million primarily attributable to cash collected from clients, net of cash operating outflows, including discretionary bonus paid during the period. Investing activities resulted in a net outflow of $181.5 million primarily attributable to net purchases of investments. Financing activities resulted in a net outflow of $358.6 million primarily related to the payment of dividends and tax distributions and treasury stock purchases.
Nine Months Ended September 30, 2025
Cash, cash equivalents and restricted cash were $282.4 million at September 30, 2025, a decrease of $130.8 million from $413.2 million at December 31, 2024. Operating activities resulted in a net inflow of $237.6 million primarily attributable to cash collected from clients, net of cash operating outflows, including discretionary bonus paid during the period. Investing activities resulted in a net outflow of $186.2 million primarily attributable to net purchases of investments. Financing activities resulted in a net outflow of $184.4 million primarily related to the payment of dividends and tax distributions and treasury stock purchases.
Contractual Obligations
As of September 30, 2026, the Company has a total payable of $270.0 million due pursuant to the tax receivable agreement in the condensed consolidated financial statements and of this amount an estimated $39.0 million will be due in less than one year. These amounts represent management’s best estimate of the amounts currently expected to be owed under the tax receivable agreement. Payments made under the tax receivable agreement are required to be made within 225 days of the filing of our tax returns. We generally expect to receive the tax savings prior to making the cash payments to the eligible selling holders of Group LP partnership units. The Company made a payment of $32.2 million pursuant to the tax receivable agreement during the first nine months of 2026.
35
Additionally, the Company has contractual obligations related to its leases for corporate office space. See Note 11 to the condensed consolidated financial statements for details regarding when these obligations are due.
Market Risk and Credit Risk
Our business is not capital-intensive and we do not invest in derivative instruments or, generally, borrow through issuing debt. As a result, we are not subject to significant market risk (including interest rate risk, foreign currency exchange rate risk and commodity price risk) or credit risk.
Risks Related to Cash and Short-Term Investments
Our cash and cash equivalents include all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less from the date of purchase. We invest most of our cash in U.S. and U.K. sovereign debt securities and money market securities. Cash is maintained in U.S. and non-U.S. bank accounts. Most U.S. and U.K. account balances exceed the FDIC and FSCS coverage limits. Nearly all of our cash balance is held at institutions or at subsidiaries of institutions labeled as global systemically important banks by the Financial Stability Board. Despite the importance of these institutions, there can be no assurance of governmental or regulatory intervention to guarantee our uninsured deposits. In addition to cash and cash equivalents, we hold sovereign debt securities that are classified as investments on our condensed consolidated statement of financial condition as they have original maturities of three months or more (but less than twelve months) from the date of purchase. We believe our cash and short-term investments are not subject to any material interest rate risk, equity price risk, credit risk or other market risk.
Credit Risk
We regularly review our accounts receivable and allowance for credit losses by considering factors such as historical experience, credit quality, age of the accounts receivable, and the current economic conditions that may affect a customer’s ability to pay such amounts owed to the Company. We maintain an allowance for credit losses that, in our opinion, provides for an adequate reserve to cover losses that may be incurred. See “—Critical Accounting Policies and Estimates—Accounts Receivable and Allowance for Credit Losses.”
Exchange Rate Risk
The Company is exposed to the risk that the exchange rate of the U.S. dollar relative to other currencies may have an adverse effect on the reported value of the Company’s non‑U.S. dollar denominated assets and liabilities. Non‑functional currency‑related transaction gains and losses are recorded in the condensed consolidated statements of operations. In addition, the reported amounts of our revenues and other income from investments may be affected by movements in the rate of exchange between the pound sterling, euro, Brazilian real, Hong Kong dollar, Israeli shekel, rupee, Australian dollar, Saudi riyal and the U.S. dollar, in which our financial statements are denominated. Other comprehensive income (loss) in the condensed consolidated statements of comprehensive income were losses of $0.7 million and $1.5 million for the three months ended September 30, 2026 and 2025, respectively, and a loss of $0.9 million and a gain of $1.1 million for the nine months ended September 30, 2026 and 2025, respectively, primarily from the fluctuations of foreign currencies. We have not entered into any transactions to hedge our exposure to these foreign currency fluctuations through the use of derivative instruments or other methods.
Critical Accounting Policies and Estimates
We believe that the critical accounting policies and estimates included below represent those that are most important to the presentation of our financial condition and results of operations and require management’s most difficult, subjective and complex judgment.
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period for which they are determined to be necessary.
36
Revenue and Expense Recognition
We earn substantially all of our revenues by providing advisory services on mergers and acquisitions, recapitalizations and restructurings, capital markets transactions, private fundraisings and secondary transactions, and other corporate finance matters. The Company also acts as an underwriter of certain securities offerings. We provide our advisory services on an ongoing basis which, for example, may include evaluating and selecting one of multiple strategies. In many cases, we are not paid until the completion of an underlying transaction.
The Company recognizes the vast majority of its advisory services revenue over time, including reimbursements for certain out-of-pocket expenses, when or as our performance obligations are fulfilled and collection is reasonably assured. The determination of whether revenues are recognized over time or at a point in time depends upon the type of service being provided and the related performance obligations. We identify the performance obligations in our engagement letters and determine which services are distinct (i.e. separately identifiable and the client could benefit from such service on its own). We allocate the transaction price to the respective performance obligations by estimating the amount of consideration we expect in exchange for providing each service. Both the identification of performance obligations and the allocation of transaction price to the respective performance obligations require significant judgment.
During such advisory engagements, our clients are continuously benefiting from our advice and the over-time recognition matches the transfer of such benefits. However, the recognition of transaction fees, which are variable in nature, is constrained until substantially all services have been provided, specified conditions have been met (e.g. transaction closing) and it is probable that a significant reversal of revenue will not occur in a future period. Upfront fees and retainers specified in our engagement letters that meet the over-time criteria will be recognized on a systematic basis over the estimated period where the related services are performed.
With respect to fairness opinions, fees are fixed and delivering the opinion is a separate performance obligation from other advisory services that may be promised under the same engagement letter; as such these revenues are recognized at a point in time when the engagement is formally completed and the client can obtain substantially all of the benefits from the service. Similarly, underwriting engagements are typically a single performance obligation and fees are generally recognized as revenue when the offering has been deemed to be completed by the lead manager of the underwriting group. In these instances, point in time recognition appropriately matches the transfer and consumption of our services.
Incremental costs of obtaining a contract are expensed as incurred since such costs are generally not recoverable and the typical duration of our advisory contracts is less than one year. Costs to fulfill contracts consist of out-of-pocket expenses that are part of performing our advisory services and are typically expensed as incurred, except where the transfer and consumption of our services occurs at a point in time. For engagements recognized at a point in time, out-of-pocket expenses are capitalized and subsequently expensed in the condensed consolidated statement of operations upon completion of the engagement. The Company records deferred revenues when it receives fees from clients that have not yet been earned (e.g. an upfront fee) or when the Company has an unconditional right to consideration before all performance obligations are complete (e.g. upon satisfying conditions to earn an announcement fee, but before the transaction is consummated).
Accounts Receivable and Allowance for Credit Losses
The accompanying condensed consolidated statements of financial condition present accounts receivable balances, which consist of contracts with customers, net of allowance for credit losses based on the Company’s assessment of the collectability of customer accounts.
The Company maintains an allowance for credit losses that, in management’s opinion, provides for an adequate reserve to cover its current expectation of future losses as of the reporting date. For purposes of determining appropriate allowances, the Company evaluates its population of accounts receivable using an aging method that results in a percentage reserve based on the age of the receivable, in addition to considerations of historical write-offs and current economic conditions.
After concluding that a reserved account receivable is no longer collectible, the Company will write-off the receivable. This has the effect of reducing both the gross receivable and the allowance for credit losses. If a reserved accounts receivable is subsequently collected, such reversals reduce the gross receivable and the allowance for credit losses and is a reduction of bad debt expense, which is recorded within other expenses on the
37
condensed consolidated statement of operations. The combination of reversals and the provision for credit losses of a reported period comprise the Company’s bad debt expense.
Income Taxes
The Company accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes” (“ASC 740”), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s condensed consolidated statements of financial condition as deferred tax assets. Deferred tax assets are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.
ASC 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements. The Company has reviewed and will continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations and interpretations thereof. For the three and nine months ended September 30, 2026 and 2025, no unrecognized tax benefit was recorded. To the extent that the Company’s assessment of the conclusions reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made. The Company reports income tax related interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense. For the three and nine months ended September 30, 2026 and 2025, no such amounts were recorded.
Recent Accounting Developments
For a discussion of recently issued accounting developments and their impact or potential impact on our condensed consolidated financial statements, see Note 3—Recent Accounting Pronouncements, of the condensed consolidated financial statements included in this Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Quantitative and Qualitative disclosures about market risk are set forth above in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Market Risk and Credit Risk.”
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Controls
No change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
In the ordinary course of business, from time to time the Company and its affiliates are involved in judicial or regulatory proceedings, arbitration or mediation concerning matters arising in connection with the conduct of its businesses, including contractual and employment matters. In addition, government agencies and self-regulatory organizations conduct periodic examinations, investigations and initiate administrative proceedings regarding the Company’s business, including, among other matters, compliance, accounting, recordkeeping and operational matters, that can result in censure, fine, the issuance of cease and desist orders or the suspension or expulsion of a broker-dealer, investment advisor, or its directors, officers or employees. In view of the inherent difficulty of determining whether any loss in connection with such matters is probable and whether the amount of such loss can be reasonably estimated, particularly in cases where claimants seek substantial or indeterminate damages or where investigations and proceedings are in the early stages, the Company often cannot estimate the amount of such loss or range of loss, if any, related to such matters, how or if such matters will be resolved, when they will ultimately be resolved, or what the eventual settlement, fine, penalty or other relief, if any, might be. For matters where the Company can reasonably estimate the amount of a probable loss, or range of loss, the Company will accrue a loss for such matters in accordance with U.S. GAAP for the aggregate of the estimated amount or the minimum amount of the range, if no amount within the range is a better estimate. Subject to the foregoing, the Company believes, based on current knowledge and after consultation with counsel, that it is not currently party to any material pending proceedings, individually or in the aggregate, the resolution of which would have a significant adverse effect on the Company.
Item 1A. Risk Factors
There have been no material changes to the Risk Factors described in Part I "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales
None.
Issuer Purchases of Equity Securities in the third quarter of 2026
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|
|
|
Approximate Dollar Value |
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|
|
|
|
|
|
|
Shares Purchased |
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of Shares that May Yet |
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Total Number |
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as Part of Publicly |
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be Purchased Under |
||
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|
of Shares |
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Average Price |
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Announced Plans |
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the Plan or |
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Period |
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Purchased(1) |
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Paid per Share |
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or Programs(2)(3) |
|
Programs(2)(3) |
|||
July 1 - July 31 |
|
25,445 |
|
$ |
67.02 |
|
|
25,000 |
|
$ |
224.6 million |
August 1 - August 31 |
|
252,130 |
|
|
67.36 |
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|
235,883 |
|
|
208.7 million |
September 1 - September 30 |
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— |
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— |
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|
— |
|
|
208.7 million |
Total |
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277,575 |
|
$ |
67.33 |
|
|
260,883 |
|
$ |
208.7 million |
Item 3. Defaults Upon Senior Securities
None.
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Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Insider Trading Arrangements and Policies
On
During the three months ended September 30, 2026, no other director or officer of the Company
40
Item 6. Exhibits
Exhibit Number |
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Description |
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3.1 |
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3.2 |
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31.1 |
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31.2 |
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32.1* |
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32.2* |
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101.INS |
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Inline XBRL Instance Document |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema |
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101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase |
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101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase |
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101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase |
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|
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase |
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|
|
104 |
|
Cover Page Interactive Data File (formatted as inline XBRL and contained Exhibit 101) |
* Document has been furnished, is not deemed filed and is not to be incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934 irrespective of any general incorporation language contained in any such filing.
41
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized this 5th day of November, 2026.
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MOELIS & COMPANY |
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/s/ Navid Mahmoodzadegan |
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Navid Mahmoodzadegan |
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Chief Executive Officer |
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/s/ Christopher Callesano |
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Christopher Callesano |
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Chief Financial Officer |
42
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES‑OXLEY ACT OF 2002
I, Navid Mahmoodzadegan, certify that:
1. I have reviewed this Quarterly Report on Form 10‑Q for the period ending September 30, 2026, of Moelis & Company as filed with the Securities and Exchange Commission on the date hereof;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the above registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and to the audit committee of the registrant’s board of directors:
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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November 5, 2026 |
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/s/ Navid Mahmoodzadegan |
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Navid Mahmoodzadegan |
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Chief Executive Officer |
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES‑OXLEY ACT OF 2002
I, Christopher Callesano, certify that:
1. I have reviewed this Quarterly Report on Form 10‑Q for the period ending September 30, 2026, of Moelis & Company as filed with the Securities and Exchange Commission on the date hereof;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the above registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and to the audit committee of the registrant’s board of directors:
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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November 5, 2026 |
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/s/ Christopher Callesano |
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Christopher Callesano |
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Chief Financial Officer |
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES‑OXLEY ACT OF 2002
Pursuant to 18 U.S.C. § 1350, adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, Navid Mahmoodzadegan, Chief Executive Officer of Moelis & Company (the “Company”), certifies with respect to the Quarterly Report of the Company on Form 10‑Q for the quarterly period ended September 30, 2026 (the “Report”) that, to the best of his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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November 5, 2026 |
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/s/ Navid Mahmoodzadegan |
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|
Navid Mahmoodzadegan |
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Chief Executive Officer |
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES‑OXLEY ACT OF 2002
Pursuant to 18 U.S.C. § 1350, adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, Christopher Callesano, Chief Financial Officer of Moelis & Company (the “Company”), certifies with respect to the Quarterly Report of the Company on Form 10‑Q for the quarterly period ended September 30, 2026 (the “Report”) that, to the best of his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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November 5, 2026 |
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/s/ Christopher Callesano |
|
|
Christopher Callesano |
|
|
Chief Financial Officer |