Employment Agreement between Moelis & Company and Navid Mahmoodzadegan (Chief Executive Officer)

Employment.

General. The Company will employ the Executive commencing on the Effective Date (as defined below) on the terms and conditions herein provided, and the Executive hereby accepts and agrees to such employment with the Company commencing on the Effective Date. The “Effective Date” shall mean October 1, 2025. The Executive’s primary office is Los Angeles, CA.

At-Will Employment. The Executive’s employment with the Company will be “at-will” employment and either party may terminate it at any time with or without “Cause” (as defined in the Company’s 2024 Omnibus Incentive Plan (the “Plan”) and all references herein to Cause shall be as such term is defined in the Plan). The Company may terminate the employment of the Executive at any time without notice and without cause; provided that such termination shall be effective no later than 90 days after it gives any notice. Neither the Executive’s job performance nor promotions, commendations, bonuses or any other positive treatment by the Company give rise to or in any way serve as the basis for modification or amendment of the at-will nature of the employment. The period of the Executive’s employment with the Company under this Agreement is the “Employment Period.”

Position and Duties. The Executive shall serve as Chief Executive Officer of the Company with such customary responsibilities, duties and authority as the Board may from time to time assign to the Executive. The Executive will report directly to the Board. Except as the Company otherwise approves in writing, the Executive shall devote their full business time and efforts to the business and affairs of the Company (which may include service to the Company’s affiliates) and, during the Employment Period, shall not undertake any additional activities without the advance approval of the Company provided it is understood that (i) the Executive may manage the Executive’s personal investments, (ii) the Executive may continue to serve as a member of any board of directors or in any similar position of any charitable organization subject to the prior approval of the Company (which shall not be unreasonably withheld); provided in each case, and in the aggregate, that such activities do not conflict or materially interfere with the performance of Executive’s duties hereunder or conflict with Section 3 of this Agreement. The Executive agrees to observe and comply with the rules and policies of the Company as adopted by the Company from time to time, including, without limitation, the Company’s New York Stock Exchange required Clawback Policy filed as Exhibit 10.24 to the Company’s Form 10-K on February 22, 2024 and the provisions of Section 26(b) of the Plan as set forth in any equity award agreements.

Registration Requirements. The Executive agrees that the Executive has the FINRA Series 79, 7, 24 and 63 licenses; provided the Executive will have 90 days from the Effective Date to pass any such relevant examination required to obtain any of the foregoing licenses that the Executive prior to executing this Agreement informed the Company the Executive has not passed or has been deemed inactive by FINRA. During employment, the Executive will be subject to the Company’s compliance policies and applicable regulatory rules which may require additional registrations.

Tax Status; Withholding. The parties acknowledge and agree that all of the compensation and benefits provided to the Executive hereunder will be in respect of services performed by the Executive for Group LP. Currently, for tax purposes the Executive is treated as a partner of Group LP and therefore is self-employed for federal, state and, if applicable, local tax purposes. Accordingly, the Executive is responsible for all self-employment and income taxes, and the Company will not withhold any taxes from any payments under this Agreement for so long as the Executive is a limited partner of Group LP or a member of its affiliate Moelis & Company Partner Holdings LLC, unless the Company becomes required to withhold for taxes. The Company shall be entitled to rely on advice of counsel if any questions as to the amount or requirement of withholding shall arise. The Company will provide the Executive with written notice of any decision to withhold under this Section 1(d). In the event the Company’s failure to withhold causes the Executive to pay interest or penalties or to incur out-of-pocket costs and expenses in connection with filing or amending a tax return, the Company will reimburse the Executive for such interest, penalties and/or out-of-pocket costs and expenses to the extent the Company has agreed to reimburse any other executive of the Company who is also a limited partner of Group LP or a member of its affiliate Moelis & Company Partner Holdings LLC for such similar interest, penalties and/or out-of-pocket costs and expenses.

Compensation and Related Matters.

Base Salary. During the Employment Period, the Company will pay the Executive base compensation (“Base Salary”) equal to $400,000 annually, paid in semi-monthly installments in accordance with the customary payroll practices of the Company, subject to adjustment, if and as determined by the Company provided any reduction shall be applicable generally to a majority of Managing Directors of the Company in the United States.

Annual Discretionary Incentive Compensation. During the Employment Period, the Executive may be eligible for annual discretionary incentive compensation, subject to approval of the Compensation Committee and satisfaction of the Board with the performance of the Executive and the Company’s overall performance. The amount of any annual incentive compensation is at the Company’s sole discretion. The Company will pay any such annual discretionary incentive compensation at the same time or times and subject to the same conditions (such as repayment upon the Executive’s resignation prior to specified dates) as payments to other Managing Directors in the United States generally.

Benefits. To the extent permitted under the terms thereof, the Executive shall be entitled to participate in employee benefit plans, programs and arrangements of the Company, as in effect from time to time, including the Company’s medical and dental insurance plans and 401(k) plan that apply to similarly situated US Managing Director of the Company.

Expenses. The Company shall reimburse the Executive for all reasonable travel and other business expenses properly incurred in the performance of the Executive’s duties to the Company and in accordance with the Company’s expense reimbursement policies.

Vacation. The Executive shall be entitled to paid vacation in accordance with the Company’s vacation policies applicable generally to US Managing Directors. The Executive will take vacation at the Executive’s and the Company’s reasonable and mutual convenience.

Aircraft. The Company shall reimburse the Executive for the reasonable cost of his business use of a private aircraft.

Termination.

Notice of Termination by Executive. It is reasonable and necessary to provide a smooth transition if the Executive chooses to leave the Company. Consequently, the Executive agrees to provide the Company with 180 days prior written notice of intent to terminate employment (the “Notice Period”). The Company may elect to place the Executive on paid leave for, or waive, all or any part of such Notice Period.

Effect of Notice of Termination. The Executive will remain eligible for any annual incentive compensation only to the extent the Executive is an active full-time employee of the Company on the payment or grant date or vesting date and (a) the Executive has not given notice of intent to voluntarily terminate employment prior to such applicable payment or grant date or vesting date, and (b) the Company has not given the Executive notice of its intent to terminate the Executive prior to such applicable payment or grant date or vesting date.

Restrictive Covenants.

Non-Compete. Except as the Company otherwise agrees, the Executive shall not during the Employment Period and, if the Executive terminates Executive’s employment under this agreement or if the Executive’s employment is terminated for Cause, for 90 days after such termination, directly or indirectly provide services to, engage in, have any equity interest in, or manage or operate any Competitive Enterprise (as defined below); provided, however, that the Executive shall be permitted to acquire a passive equity interest in such a Competitive Enterprise provided (i) the Executive notifies the Company of any such investment in accordance with the Company’s notification policies in effect from time to time and (ii) the interest acquired is not more than one percent (1%) of such Competitive Enterprise’s outstanding equity interests.

Non-Solicit of Clients. During the Employment Period and for a period of twelve months following immediately after the termination or expiration of the Employment Period, the Executive shall not, directly or indirectly, (i) Solicit (as defined below) any Client(as defined below) to transact business with a Competitive Enterprise (as defined below) or to reduce or refrain from doing business with the Company or any Affiliate thereof or (ii) interfere with or damage (or attempts to interfere with or damage) any relationship between the Company or an Affiliate thereof and any Client.

Non-Solicit of Employees and Others. During the Employment Period and for a period of twelve months following immediately after the termination or expiration of the Employment Period, the Executive shall not, directly or indirectly, recruit or otherwise solicit, encourage or induce any limited partner, employee, independent contractor, consultant, service provider or supplier of the Company (i) to terminate their or its employment or arrangement with the Company, or (ii) to otherwise change their or its relationship with the Company.

“Client” means any client or prospective client of the Company or an Affiliate thereof (i) to whom the Executive provided services, for whom the Executive transacted business or for whom the Executive solicited the business of such client or prospective client during the prior two-year period (or, following termination of your employment, within two years preceding the date your employment with the Company terminated) or (ii) whose senior personnel the Executive first met or the Executive was introduced or reintroduced to during the Executive’s relationship with or employment by the Company or an Affiliate thereof. “Competitive Enterprise” means any business enterprise that is engaged, or owns or controls a significant interest in any entity that is engaged, in either case, primarily or in any substantial manner in any place in the world in (x) investment banking or securities activities or financial services, including, without limitation, private equity, hedge fund, special purpose acquisition company (SPAC) or other asset or investment management businesses, or (y) any business activities in which the Company and/or its affiliates are engaged primarily or in any substantial manner. “Solicit” means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action.

Non-Disparagement. Except pursuant to Section 5 herein, the Executive agrees that, during the Employment Period and at all times thereafter, the Executive will not disparage in any material respect the Company, any of its products or practices, or any of its directors, officers, agents, representatives, stockholders or affiliates, either orally or in writing. The Company agrees that during the same period set forth in the foregoing sentence, it will direct the members of its Executive Committee not to disparage in any material respect the Executive except as required by law, legal process, government investigation, to enforce this agreement or as otherwise protected by applicable law.

Nondisclosure of Proprietary Information.

Except in connection with the good faith performance of the Executive’s duties hereunder or pursuant to Section 5(c), (d), (e) and (f), the Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for the Executive’s benefit or the benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets or intellectual property of, from or relating to the Company (including, without limitation, information, documents, techniques or other know-how or materials owned, developed or possessed by the Company, whether in tangible or intangible form, the terms of this Agreement, any information with respect to the Company’s operations, processes, protocols, products, inventions, business practices, investment performance, “track record,” finances, principals, business partners, investors, clients, personnel, strategic planning, portfolio investments and/or companies, service providers, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, prospects, and any and all information of any nature relating to the Company and its affiliates, including any vehicle(s) formed in connection therewith or as a successor thereto) (collectively, “Proprietary Information”), or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such Proprietary Information. The foregoing matters are important, material and confidential proprietary information and trade secrets and affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company). Notwithstanding the foregoing, Proprietary Information does not include information that (i) becomes publicly available (other than by disclosure or other wrongful act by the Executive), (ii) is contained in a publicly available document, (iii) was known to the Executive before the Executive commenced employment with the Company, or (iv) is required to be disclosed by law or regulation. The Executive acknowledges that it is reasonable and necessary for the Company to take these reasonable steps to maintain the confidentiality of its Proprietary Information.

Upon termination of the Executive’s employment with the Company for any reason, the Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, computer disk drives, flash drives, disks, or any other materials concerning the Proprietary Information in their possession.

Notwithstanding any provision of this Agreement, you are authorized to make disclosures as permitted under this Section 5(c)-(f). To the extent the provision of any other agreement or policy related to your employment with the Company is in conflict with the provisions of this Section 5(c)-(f) the provisions of this section shall control. The Executive may provide truthful information and documents when required by law or regulation, to comply with a lawful and valid subpoena or other legal process but shall: (i) give the Company the earliest possible notice thereof to the extent the requirement for the Executive to provide prompt notice to the Company is not prohibited by law or regulation, (ii) as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought (iii) assist such counsel at Company’s expense in resisting or otherwise responding to such process and (iv) only disclose such portions of Proprietary Information as is legally required.

Notwithstanding the foregoing, nothing in this Agreement prohibits or restricts the Executive, to the extent such prohibition or restriction is prohibited by any law or regulation, from reporting possible violations of federal, state, or local law or regulation to, discussing any such possible violations with, or filing a charge or complaint with or participating in any investigation or proceeding conducted by, any federal, state, or local government agency or self-regulatory organization, the New York Attorney General or law enforcement, including by initiating communications directly with, responding to any inquiry from, or providing testimony before any federal, state, or local regulatory authority or agency, including without limitation the Securities and Exchange Commission and the Financial Industry Regulatory Authority, or making any other disclosures that are protected by the whistleblower provisions of any federal, state, or local law or regulation, or to speak with an attorney retained by the Executive. Prior authorization of the Company is not required to make any of the above referenced reports, disclosures or communications, and Executive is not required to notify the Company that the Executive has made or intends to make such reports, disclosures or communications and any such reports, disclosures or communications are not limited by any obligation contained in this Agreement.

Misappropriation of a trade secret of the Company in breach of this letter or any other agreement with or policy of the Company, may subject the Executive to criminal liability under the Defend Trade Secrets Act of 2016 (the “DTSA”), entitle the Company to injunctive relief, and require the Executive to pay compensatory damages, double damages, and attorneys’ fees. Notwithstanding any other provision of this letter, the Executive is hereby notified in accordance with the DTSA that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in each case solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to their attorney and use the trade secret information in the court proceeding if the Executive: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.

Nothing in this Agreement shall prohibit the Executive from (i) disclosing information and documents to their attorney or tax adviser for the purpose of securing legal or tax advice, (ii) disclosing the post-employment restrictions in this Agreement in confidence to any potential new employer, or (iii) retaining, at any time, their personal correspondence, compensation information their personal rolodex and documents related to their own compensation, personal benefits, entitlements and obligations.

Inventions and Other Works.

[Intentionally Omitted].

Injunctive Relief.

Assignment and Successors.

Governing Law.

Notices.

Counterparts.

Entire Agreement.

Amendments; Waivers.

Construction.

Arbitration.

Enforcement.

Executive Acknowledgement.

Section 409A.

/s/ Navid Mahmoodzadegan