Moelis (MC) risk factors, FY2025 10-K

Risks Related to Recruiting and Retaining Talent and Competition

1. 01Our future growth will depend on, among other things, our ability to successfully identify, recruit and develop talent and will require us to commit additional resources
2. 02Our ability to retain our Managing Directors and our other professionals, including our executive officers, is critical to the success of our business
3. 03We have experienced intense competition over obtaining advisory mandates in recent years, and we may experience further pricing pressures in our business in the future as some of our competitors may seek to obtain increased market share by reducing fees

Risks Related to Market Conditions and the Impact on Our Business

1. 04Changing market conditions can adversely affect our business in many ways, including by reducing the volume of the transactions involving our business, which could materially reduce our revenue
2. 05If the number of debt defaults, bankruptcies or other factors affecting demand for our recapitalization and restructuring advisory services declines, our recapitalization and restructuring business could suffer
3. 06Fluctuations in foreign currency exchange rates could adversely affect our results

Risks Related to the Drivers of Our Revenues

1. 07Our revenue in any given period is dependent on the number of fee‑paying clients in such period, and a significant reduction in the number of fee‑paying clients in any given period could reduce our revenue and adversely affect our operating results in such period25% rewritten
2. 08Substantially all of our revenue is derived from advisory fees. As a result, our revenue and profits are highly volatile on a quarterly basis and may cause the price of our Class A common stock to fluctuate and decline

Risks Related to Managing Our Business, Including Conflicts, Employees, Client Satisfaction

1. 09Our failure to deal appropriately with actual, potential or perceived conflicts of interest could damage our reputation and materially adversely affect our business
2. 10Employee misconduct, which is difficult to detect and deter, could harm us by impairing our ability to attract and retain clients and talent and by subjecting us to legal liability and reputational harm
3. 11We may face damage to our professional reputation if our services are not regarded as satisfactory or for other reasons
4. 12Negative publicity regarding our business and our people could adversely impact our reputation and our business
5. 13The use of the “Moelis” brand name by either Moelis Asset Management LP and its subsidiaries or MA Financial and the affiliation of Atlas Crest Investment Corp. entities with Moelis may expose us to reputational harm that could adversely affect our business should they take actions that damage the brand name

Risks Related to Operating Our Business, Including Litigation, Financial Regulations,

1. 14As a member of the financial services industry, we face substantial litigation risks
2. 15Extensive and evolving regulation of our business and the business of our clients exposes us to the potential for significant penalties and fines due to compliance failures, increases our costs and may result in limitations on the manner in which our business is conducted
3. 16We are exposed to risks and costs associated with protecting the integrity and security of our clients’, employees’ and others’ personal data and other sensitive information
4. 17Our business is subject to various cybersecurity and other operational risks
5. 18We may incur losses as a result of unforeseen or catastrophic events, including widespread health emergencies, cybersecurity incidents and events, terrorist attacks, war, trade policies, military conflict, climate-related incidents, or other natural disasters
6. 19The impact of unforeseen or catastrophic events are often driven by factors that are beyond our control and could have a material adverse effect on our business, operating results and financial condition
7. 20The cost of compliance with international broker‑dealer, employment, labor, benefits and tax regulations may adversely affect our business and hamper our ability to expand internationally
8. 21Our international operations are subject to certain risks, which may affect our revenue
9. 22We may not be able to generate sufficient cash in the future to service any future indebtedness

Risks Related to Growing Our Business

1. 23We may enter into new lines of business which may result in additional risks and uncertainties in our business
2. 24In addition to recruiting and internal expansion, we may grow our core business through joint ventures, strategic investments or acquisitions
3. 25In the event we make further strategic investments or acquisitions, we would face numerous risks and would be presented with financial, managerial and operational challenges, including the difficulty of integrating personnel, financial, accounting, technology and other systems and management controls

Risks Related to Our Class A Common Stock

1. 26You may be diluted by the future issuance of additional Class A common stock by Moelis & Company and the future issuance of additional Partnership Units by Moelis & Company Group LP, in each case in connection with our incentive plans, acquisitions or otherwise
2. 27Mr. Moelis has significant voting power in Moelis & Company which may give rise to actual or perceived conflicts of interests
3. 28Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes‑Oxley Act of 2002 could have a material adverse effect on our business and share price
4. 29If securities analysts do not publish research or reports about our business or if they downgrade our Company or our sector, the price of our Class A common stock could decline
5. 30The market price of our Class A common stock may be volatile, which could cause the value of your investment to decline
6. 31While we currently intend to pay a quarterly cash dividend to our stockholders, we may change our dividend policy at any time. There can be no assurance that we will continue to declare cash dividends
7. 32Anti‑takeover provisions in our organizational documents and Delaware law could delay or prevent a change in control