Moelis & Co

Previous wording

As of September 30, 2025, we served our clients globally with 1,035 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.

Current wording

As of March 31, 2026, we served our clients globally with 1,027 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.

Previous wording

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, 2025 and 2024, referenced throughout this Form 10-Q was obtained from LSEG - Financial Technology & Data (formerly known as Refinitiv) as of October 6, 2025 and October 4, 2024, respectively.

Current wording

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 months ended March 31, 2026 and 2025, referenced throughout this Form 10-Q was obtained from LSEG - Financial Technology & Data (formerly known as Refinitiv) as of April 8, 2026 and April 7, 2025, respectively.

Previous wording

For the first nine months of 2025, we earned GAAP revenues of $1,028.9 million compared with $755.8 million earned during the same period in 2024. This represents an increase of 36% compared to a 7% increase in the number of global completed M&A transactions greater than $100 million in the same period.

Current wording

For the first three months of 2026, we earned GAAP revenues of $319.8 million compared with $306.6 million earned during the same period in 2025. This represents an increase of 4% compared to a 7% increase in the number of global completed M&A transactions greater than $100 million in the same period.

Previous wording

The following is a discussion of our results of operations for the three and nine months ended September 30, 2025 and 2024.

Current wording

The following is a discussion of our results of operations for the three months ended March 31, 2026 and 2025.

Previous wording

Revenues were $356.9 million for the three months ended September 30, 2025 as compared with $273.8 million for the same period in 2024, representing an increase of 30%. The increase in revenues was driven by an increase in the average fees per completed transaction and the number of completed transactions as compared to the prior year period.

Current wording

Revenues were $319.8 million for the three months ended March 31, 2026 as compared with $306.6 million for the same period in 2025, representing an increase of 4%. The increase in first quarter revenues is primarily attributable to an increase in average fees earned per completed transaction, as compared with the prior year period.

Previous wording

For the three months ended September 30, 2025 and 2024, we earned revenues from 155 clients and 163 clients, respectively, and the number of clients that paid fees equal to or greater than $1 million was 72 clients and 67 clients, respectively.

Current wording

For the three months ended March 31, 2026 and 2025, we earned revenues from 136 clients and 151 clients, respectively, and the number of clients that paid fees equal to or greater than $1 million was 61 clients and 60 clients, respectively.

Previous wording

Operating expenses were $308.6 million for the three months ended September 30, 2025 and represented 86% of revenues, compared with $258.2 million for the same period in 2024 which represented 94% of revenues. The increase in operating expenses was primarily driven by increased compensation and benefits expense associated with higher revenues compared to the prior year period.

Current wording

Operating expenses were $279.3 million for the three months ended March 31, 2026 and represented 87% of revenues, compared with $269.7 million for the same period in 2025 which represented 88% of revenues. The increase in operating expenses was primarily driven by higher deal-related costs, communications and technology expenses, and occupancy costs due to increased headcount as compared with the prior year period.

Previous wording

For the three months ended September 30, 2025, compensation related expenses of $255.4 million represented 72% of revenues, compared with $210.7 million which represented 77% of revenues in the prior year period. The increase in compensation and benefits is primarily attributable to increased headcount and a higher discretionary bonus accrual, as a result of higher revenues earned, as compared to the prior year period. As a percentage of revenues, compensation related expenses decreased as compared to the prior year period due to greater revenues.

Current wording

For the three months ended March 31, 2026, compensation related expenses of $210.4 million represented 66% of revenues, compared with $211.5 million which represented 69% of revenues in the prior year period. The marginal decrease in compensation and benefits is primarily attributable to a lower incentive compensation accrual, 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.

Previous wording

For the three months ended September 30, 2025, non‑compensation expenses of $53.2 million represented 15% of revenues, compared with $47.5 million which represented 17% of revenues in the prior year period. The increase in non-compensation expenses is primarily related to increased travel and related expenses, and communications and technology expenses driven by increased headcount.

Current wording

For the three months ended March 31, 2026, non‑compensation expenses of $68.9 million represented 22% of revenues, compared with $58.1 million which represented 19% of revenues in the prior year period. The increase in non-compensation expenses is primarily driven by higher deal-related costs, communications and technology expenses, and occupancy costs due to increased headcount as compared with the prior year period.

Previous wording

For the three months ended September 30, 2025, 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. For the prior year period, other income and expenses was income of $11.1 million, primarily related to a $7.0 million gain on the sale of 5,000,000 shares of our investment in MA Financial and $3.9 million in interest and gains on financial assets measured at fair value.

Current wording

For the three months ended March 31, 2026, other income and expenses was income of $5.7 million, primarily related to $5.4 million in income and net gains on financial assets. For the prior year period, other income and expenses was income of $6.1 million, primarily related to $4.4 million in income and net gains on financial assets and $1.2 million in the Company's share of earnings in MA Financial.

Previous wording

The Company’s provision for income taxes was an expense of $28.9 million against pre-tax income of $189.5 million and an expense of $6.8 million against pre-tax income of $58.5 million for the nine months ended September 30, 2025 and 2024, 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 rate, 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.

Current wording

The Company’s provision for income taxes was an expense of $3.9 million against pre-tax income of $46.2 million and a benefit of $10.7 million against pre-tax income of $43.1 million for the three months ended March 31, 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.

Previous wording

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, 2025 and December 31, 2024, the Company had cash equivalents of $201.8 million and $350.9 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, 2025 and December 31, 2024, the Company had cash of $79.8 million and $61.5 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.

Current wording

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 March 31, 2026 and December 31, 2025, the Company had cash equivalents of $75.5 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 March 31, 2026 and December 31, 2025, the Company had cash of $77.4 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.

Previous wording

In addition to cash and cash equivalents, we hold sovereign debt securities and certificates of deposit, which are both 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, 2025 and December 31, 2024, the Company held $338.3 million and $147.9 million of investments, respectively, primarily composed of sovereign debt securities.

Current wording

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 March 31, 2026 and December 31, 2025, the Company held $200.7 million and $340.2 million of investments, respectively.

Previous wording

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, 2025 and December 31, 2024 accounts receivable were $55.2 million and $51.4 million, respectively, net of allowances of $2.4 million and $1.7 million, respectively.

Current wording

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 March 31, 2026 and December 31, 2025 accounts receivable were $97.9 million and $82.2 million, respectively, net of allowances of $3.0 million and $2.1 million, respectively.

Previous wording

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 4, 2025 to Class A common stockholders of record on November 10, 2025. During the nine months ended September 30, 2025 the Company paid aggregate dividends of $1.95 per share.

Current wording

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 June 18, 2026 to Class A common stockholders of record on May 11, 2026. During the three months ended March 31, 2026 the Company paid aggregate dividends of $0.65 per share.

Previous wording

During the nine months ended September 30, 2025 and 2024, the Company repurchased 401,744 and 181,718 shares, respectively, from its employees for the purpose of settling tax liabilities incurred upon delivery of equity-based compensation awards and pursuant to the Company's share repurchase program. In July 2021, the Board of Directors authorized the repurchase of up to $100 million of shares 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 $46.6 million as of September 30, 2025.

Current wording

During the three months ended March 31, 2026 and 2025, the Company repurchased 1,909,970 and 156,105 shares, respectively, from its employees for the purpose of settling tax liabilities incurred upon delivery of equity-based compensation awards and pursuant to the Company's share repurchase program. 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 $248.0 million as of March 31, 2026.

Previous wording

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.

Current wording

Cash, cash equivalents and restricted cash were $153.7 million at March 31, 2026, a decrease of $355.7 million from $509.4 million at December 31, 2025. Operating activities resulted in a net outflow of $278.8 million primarily attributable to cash operating outflows, including discretionary bonus paid during the period, net of cash collected from clients. Investing activities resulted in a net inflow of $127.6 million primarily attributable to net sales of investments. Financing activities resulted in a net outflow of $204.4 million primarily related to the payment of dividends and tax distributions and treasury stock purchases.

Previous wording

Cash, cash equivalents and restricted cash were $146.1 million at September 30, 2024, a decrease of $41.1 million from $187.2 million at December 31, 2023. Operating activities resulted in a net inflow of $112.1 million primarily attributable to cash collected from clients, net of cash operating outflows, including discretionary bonuses paid during the period. Investing activities resulted in a net inflow of $13.4 million primarily attributable to net proceeds from the sale of investments. Financing activities resulted in a net outflow of $168.1 million primarily related to the payment of dividends and tax distributions.

Current wording

Cash, cash equivalents and restricted cash were $185.4 million at March 31, 2025, a decrease of $227.8 million from $413.2 million at December 31, 2024. Operating activities resulted in a net outflow of $165.5 million primarily attributable to cash operating outflows, including discretionary bonuses paid during the period, net of cash collected from clients. Investing activities resulted in a net outflow of $7.0 million primarily attributable to purchases of investments. Financing activities resulted in a net outflow of $56.7 million primarily related to the payment of dividends and tax distributions and treasury stock purchases.

Previous wording

As of September 30, 2025, the Company has a total payable of $299.2 million due pursuant to the tax receivable agreement in the condensed consolidated financial statements and of this amount an estimated $32.0 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 $0.3 million pursuant to the tax receivable agreement during the first nine months of 2025.

Current wording

As of March 31, 2026, the Company has a total payable of $269.3 million due pursuant to the tax receivable agreement in the condensed consolidated financial statements and of this amount an estimated $38.3 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 three months of 2026.

Previous wording

Additionally, the Company has contractual obligations related to its leases for corporate office space and an aircraft. See Note 11 to the condensed consolidated financial statements for details regarding when these obligations are due.

Current wording

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.

Previous wording

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 $1.5 million and gains of $2.3 million for the three months ended September 30, 2025 and 2024, respectively, and gains of $1.1 million and $2.0 million for the nine months ended September 30, 2025 and 2024, 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.

Current wording

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 $0.2 million and gains of $1.3 million for the three months ended March 31, 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.

Previous wording

During such advisory engagements, our clients are continuously benefitting 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.

Current wording

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.

Previous wording

The accompanying condensed consolidated statements of financial condition present accounts receivable balances net of allowance for credit losses based on the Company’s assessment of the collectability of customer accounts.

Current wording

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.

Previous wording

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 stratifies its population of accounts receivable into two categories, one for short-term receivables and a second for private capital advisory receivables. Each population is separately evaluated 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.

Current wording

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.

Previous wording

After concluding that a reserved accounts 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.

Current wording

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.

Previous wording

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, 2025 and 2024, 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, 2025 and 2024, no such amounts were recorded.

Current wording

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 months ended March 31, 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 months ended March 31, 2026 and 2025, no such amounts were recorded.