MSCI 10-K & 10-Q changes, risk factors and insider trading

•Undetected errors, defects, malfunctions or similar problems leading to increased costs or liability;

•Issues related to the use of AI and development of AIAI-related solutions resulting in reputational harm, competitive harm, regulatory scrutiny or legal liability;

•Our needFailure to successfully develop new and enhanced products and services in order to remain competitive;

•The impact of our global presence and operations and any expansion and our exposure to additional issues from our increased global footprint;

•The impact of our indebtedness on our cash flows and financial flexibility;

•The impact of changes in our credit ratings; and

•Our exposure to tax liabilities in various jurisdictions.jurisdictions; and

We are dependent on third parties to supply data, applications and services for our products and services and are dependent on certain vendors to distribute our products. A refusal or failure by a key vendor to distribute our products; any termination, suspension or other loss of key third-party suppliers of data, applications or services; a decline in the accuracy or quality of such data, applications or services; or any failure by us to comply with our suppliers’ or distributors’ licensing requirements or expectations could impair our ability to provide our products and services, which could have a material adverse effect on our business, financial condition or results of operations.

If Vendor Products include errors or design defects, are delayed, become incompatible with future versions of our products, are unavailable on acceptable terms or are suspended or not available at all, we may not be able to deliver our products and services. In addition, in the ordinary course of business, suppliers of Vendor Products are subject to various forms of cyber-attacks or other security incidents. Cyber-attacks, vulnerabilities in our suppliers’ software, systems or networks, failure of our suppliers’ safeguards, policies or procedures and other incidents related to our suppliers’ systems and networksnetworks, including supply-chain compromises, may cause material interruptions or malfunctions in our or such suppliers’ websites, applications or data processing and delivery, or may compromise the confidentiality and integrity of affected information. In addition, certain of our suppliers are also our competitors, and they could change the terms of the data and products that they supply to us or refuse to continue to supply us with data and products in order to gain competitive advantage against us.

Some of our agreements with third-party suppliers allow them to cancel on short notice, and from time to time we receive notices from third-party suppliers threatening to terminate the provision of their products or services to us, and some data suppliers have terminated the provision of their data to us. In addition, certain of our most significant data and technology agreements are subject to periodic renewal or re-pricing, and we may be required to accept significantly higher fees or other less favorable commercial or legal terms in order to maintain access to key Vendor Products. Termination or suspension of the provision of Vendor Products by one or more of our significant suppliers or exclusion from, or restricted use of, or litigation or other disputes in connection with Vendor Products could decrease the data and materials available for us to use and deliver to our clients. In addition, some of our competitors could enter into exclusive contracts with our data suppliers, including with certain stock exchanges, which could preclude us from receiving certain data or other materials or restrict us in our use of such data or other materials. Such exclusive contracts could hinder our ability to create our products and services or to provide our clients with the data or other products or services they prefer. Certain Vendor Products are concentrated among a small number of suppliers, and we also rely on major cloud and infrastructure providers to host and deliver certain products and services, so an adverse negotiation, dispute or renewal outcome with, or our inability to replace, a key supplier or to obtain comparable data or services on acceptable terms could affect our costs or ability to deliver products and services.

Despite our efforts to comply with the licensing requirements of Vendor Products, there can be no assurance that third parties will not challenge our use, which could result in increased acquisition or licensing costs, loss of rights or costly legal actions. Our business could be materially adversely affected if we are unable to timely or effectively replace the datadata, other materials or functionality provided by Vendor Products that may become unavailable or fail to operate effectively for any reason. Our operating costs could increase if additional license fees are imposed, or current license fees increase or the efforts to incorporate enhancements to Vendor Products are substantial and we are unable to negotiate acceptable licensing arrangements with these suppliers or find alternative sources of equivalent products or services. If any of these risks materialize, they could have a material adverse effect on our business, financial condition or results of operations.

We also rely on third-party vendors, including some competitors, to distribute our data to clients. Should any of our key vendors refuse to distribute our data for any reason or require that we pay them new or additional fees in connection with the distribution of our data, we would need to find alternative ways to distribute our data, which could increase costs,costs or disrupt operationsoperations. andIf any of these risks materialize, they could have a material adverse effect on our business, financial condition or results of operations.

Despite internal testing and in some cases testing or use by clients, our products or services have contained, and in the future may contain, errors in ourour, third-party or third-partyclient-provided data, calculations, methodologies or analysis, including serious defects or malfunctions. This risk may grow with the increase in the number, type and complexity of our products, such as complex client-designedcustom indexes that may require unique and more manual implementation and maintenance. For instance, certain of our processes utilize manual data entry or collection, which increases the risk of human error. In addition, as our business has grown and evolved over time, we have incurred technical debt resulting from, among other things, legacy code and system architectures, deferred maintenance and upgrades, short-term workarounds, unremediated issues, rapid product development, acquisitions, and the integration of new technologies into existing platforms. Such technical debt can exacerbate these risks by increasing the potential for system outages, performance degradation, defects, cybersecurity vulnerabilities, and testing and remediation limitations. If we detect any errors before we release or deliver a product or service or publish a methodology or analysis, we might have to suspend or delay the product or service release or delivery for an extended period of time while we address the problem. We may not discover errors that affect our products or services or enhancements until after they are deployed, and we may need to provide enhancements or corrections to address such errors, and in certain cases it may be impracticable to do so. If undetected errors exist in our products or services, or if our products or services fail to perform properly due to defects, malfunctions or similar problems, it could result in harm to our brand or reputation, increased costs, lost sales and revenues, delays in commercial release, third-party claims, contractual disputes, negative publicity, delays in or loss of market acceptance of our products or services, license terminations or renegotiations or unexpected expenses and diversion of resources to remedy or mitigate such errors, defects or malfunctions. In addition, defects or flawed outputs in regulated products, including indexes and ESG ratings, may prompt regulatory inquiries, supervisory actions or enforcement proceedings that could require changes to products or controls and impose significant fines or other remediation costs. The realization of any of these events could materially adversely affect our business, financial condition or results of operations.

To the extent that any of MSCI’s operating segments, product lines or MSCI as a whole suffers a reputational or other loss in credibility, it could have a material adverse effect on our business, financial condition or results of operations. Reputational damage could prompt clients or vendors to reduce use of our products, or terminate or renegotiate contracts. Factors that have affected or could affect our credibility include: real or perceived conflicts of interest; the adequacy, completeness and editorial independence of our index composition and ESG ratingratings and controversy assessment processes and decisions; allegations of perceived bias or lack of independence; the inappropriate influence, attempted influence or appearance of influence of third parties, including governments, politicians, politicalNGOs and other advocacy groupsgroups, and clients (including large investorsasset managers or asset owners,owners), on our editorial decisions; the performanceimpact on companies of companiesour relative to theirindexes, ESG ratings,ratings indexand inclusion,controversies, risk characteristicsmodels or other MSCI content or analytics; the timing and nature of changes to our methodologies or products, including indexes orand ESG ratings and assessmentscontroversies; disagreement with our methodologies or models, including for calculating indexes, value-at-risk and other risk measures, climate metrics, and ESG ratings and assessments, data, information and analysiscontroversies; and the accuracy and completeness of our client data or third-party data, including data voluntarily disclosed by the investment community, corporate issuers and others that is utilized in our products.products; and controversies, investigations, media attention, or regulatory or other governmental actions affecting our industry, competitors, clients, strategic partners, vendors or other relevant industry participants.

We may also face public or media scrutiny concerning politically or socially sensitive topics, which could lead to negative media coverage, reputational harm or increased government or regulatory scrutiny, even if such claims lack merit. Views expressed by the media, politicians, other government officials or representatives, regulators, politicalNGOs and other advocacy groupsgroups, industry associations or other third parties regarding our company, our industry or our role in the investment process—including allegations or suggestions that we have biases, lack independence or encourage investment in, or divestment from, certain companies, countries or regions or in support of certain causes or trends—and the impact of political and geo-politicalgeopolitical tensions relating to countries, industries, companies or issues relevant to our products and services, such as the inclusion of certain Chinese companies in our indexes or the focus on ESG or sustainable investing and climate considerations, could negatively impact our reputation and credibility. Such negative attention or scrutiny could also increase the risk of shareholder activism, including proposals seeking changes to our governance practices, corporate strategy or product offerings.

In some cases, our sustainability and climate offerings, such as our country and company ESG ratings, our controversies assessments or our Net-Zero Tracker,offerings may insert MSCI into a public spotlight or a public debate regarding theinvestment environment,trends climateand change,practices; environmental, social concerns,or political issues,issues; geo-politicalgeopolitical matters, governance practicesmatters; or corporate responsibility.governance Scrutinymatters. For example, scrutiny around ESG and climate topicsinvestment considerations has increased, with anti-ESG and anti-climate advocacy groups, political leaders and industry organizations criticizing ESG or climate-focused productsrisk andmanagement services.practices or investment strategies. Anti-ESG and anti-climate sentiment may impact demand for our products, limit our ability to retain clients or lead to heightened scrutiny of our methodologies or content. Additionally, legislation, litigation, investigations or regulatory action or enforcement activities aimed at curbing ESG or climate investing practices or penalizing institutions perceived as prioritizing ESG or climate considerations could further increase reputational risks to us and reduce the marketability of our products.

In addition, increased regulatory and political focus on ESG and climate-related practicesinvestment considerations has impacted our clients. Certain of our clients use our ESGsustainability and climate data,data and tools to build and indexesmanage toportfolios; perform risk management; benchmark ESGtheir investment performance; and to construct and manage ETFs and other indexed financial products. TheseIn some cases, these institutional investors are increasingly the subject of additional disclosure requirements, as well as media and politicalregulatory scrutiny, that are focused on preventing “greenwashing” (i.e., holding out an investment product as having “green” or “sustainable” characteristics when this is not, in fact, the case). Our products, and the use of our products by these institutions, could draw MSCI into debatesmedia aboutattention, political debates, and criticismslitigation ofor greenwashing.regulatory actions related to greenwashing allegations.

Moreover, clients that have licensed our indexes to serve as the basis of indexed investment products are generally not required to continue to use our indexes. ClientsFor example, clients that license our indexes to serve as the basis for listed futures and options contracts might also discontinue such contracts. Additionally, we have a differentiated licensing strategy for our indexes and from time to time experience faster growth from lower fee products, resulting in a lower average asset-based fee percentage from indexed investment products. While we aim to maximize the price and volume tradeoff over the long-term, there can be no assurance that we will be able to do so. Results for any given quarter could be materially adversely affected by stronger growth in assets in indexed investment products with lower-than-average fees not sufficiently offset by growth in assets in indexed investment products with higher-than-average fees. Our asset-based fees could dramatically decrease, which could have a material adverse effect on our business, financial condition or results of operations. Finally, to the extent that multiple investment products are based on the same index, (i) assets under management in one product could shift to products that pay MSCI lower fee levels, (ii) the products could compete for the same assets such that none of the products becomes large enough to be successful or sustained, or (iii) the failure or discontinuance of one product (e.g., derivatives used for hedging) could have a detrimental effect on the use of the other products (e.g., ETFs).

A material portion of our revenues is concentrated in some of our largest clients. For the fiscal year ended December 31, 2024,2025, our largest client organization by revenue, BlackRock, accounted for 10.2%10.8% of our consolidated operating revenues. For the fiscal year ended December 31, 2023,2024, our largest client organization by revenue, BlackRock accounted for 9.8%10.2% of our consolidated operating revenues. Our revenue growth depends on our ability to obtain new clients, quickly onboard our clients and deploy our products and services to them, sell additional services to existing clients and achieveachieve, maintain or improve pricing structures and sustain a high level of renewal rates with respect to our existing licenses. Failure to achieve one or more of these objectives could have a material adverse effect on our business, financial condition or results of operations.

A client’s activity with us may decrease for a variety of reasons, including the client’s level of satisfaction with our products and services; the effectiveness of our support services; the pricing of our products and services; the pricing and quality of competing products or services; client events such as mergers, acquisitions, restructurings, or business closures; or the effects of changes in economic conditions and the global capital markets. In addition, demand for our products may be impacted by cyclical market changes, regulatory uncertainty and political scrutiny, which could negatively affect client adoption and our financial performance. If we experience significant cancelationscancellations or reductions in licenses, either individually or in the aggregate, and we are unsuccessful in replacing those licenses, our business, financial condition or results of operations could be materially adversely affected.

Our clients may internally develop certain functionality contained in the products or services they currently license from us. For example, a number of our clients have obtained regulatory clearance to create indexes for use as the basis of ETFs that they manage and others have invested in direct indexing strategies, allowing investors to purchase individual stocks making up an index rather than investing in a fund or ETF. Similarly, some of our clients who currently license our risk or sustainability and climate data to analyze their portfolio risk may develop their own tools to collect data and assess risk or embed sustainability considerations into their investment processes, making our products or services unnecessary for them. Advances in AI and cloud platforms have also lowered the barriers for clients to build capabilities internally. A growing number of asset managers and investment banks, in partnership with index providers that offer calculation agent services, or acting together with an industry group or association, have created or may create their own range of proprietary indexes, which they use to manage funds or as the basis of ETFs, structured products or over-the-counter derivatives. To the extent that our clients become more self-sufficient, demand for our products or services may be reduced, which could have a material adverse effect on our business, financial condition or results of operations.

Some of our products also relate to these parties. For example, our ESG ratings and other products assess companies, including clients, shareholders, distributors of our content and competitors. Additionally, our indexes may include or exclude companies that are clients, shareholders, distributors of our content or competitors. These determinations could cause an impacted company to cease doing business with us, or may create perceptions of bias, lack of independence or influence over our editorial decisions. Allegations of such influence or bias could undermine the perceived integrity of our products, leading to reputational harm, increased regulatory scrutiny or lower demand for our products.

We depend heavily on the capacity, reliability and security of our information technology systems, networks and platforms and their components, including our data centers, cloud providers and other third-party vendors and service providers, production and delivery systems as well as the internet, to create and deliver our products and service our clients. Our employees also depend on these systems, networks, platforms and providers for internal use. Factors affecting the availability of our products and services and our information technology systems and networks, such as loss of service, operational failures, human error, model error, terrorist attacks, geopolitical instability, climate-related events (e.g., hurricanes, floods or other natural disasters), outbreak of pandemic or contagious disease, power loss, telecommunications failures, technical breakdowns, internet failures or cyber-attacks, could impair our or our third-party service provider systems’ operations or interrupt their availability for extended periods of time or impact the availability of our or our third-party service provider’s personnel. Our ability to effectively use the internet, including for remote work, may also be impaired due to a variety of reasons including infrastructure failures, service outages, cyber attackscyber-attacks or increased government regulation.restrictions.

Disruptions, failures, or slowdowns in our operations, or those of our third-party vendors and service providers, could reduce confidence in our products and services, damage our brand and reputation, result in litigation, or negatively affect our ability to distribute products to clients, including managed services or real-time index data. In addition, accumulated design, implementation, or architectural decisions in our technology environment, which may have been appropriate at the time they were made, may require incremental investment over time to maintain, enhance, or modernize our systems. This “technical debt” can increase the risk of outages, disruptions, performance degradation, defects, and cybersecurity incidents. While we generally perform cybersecurity due diligence on key vendors and service providers, our ability to monitor their practices is limited, and vulnerabilities or incidents affecting their software, systems, or networks could introduce risks to our operations. Additionally, newly acquired businesses may not have invested in technology and resilience to the same extent as we have, and integration of their systems could introduce vulnerabilities that impact us.

There is no assurance that we will be able to successfully defend against such disruptions or that our disaster recovery or business continuity plans, or those of our third-party service providers (including cloud providers), will be effective in mitigating the risks and associated costs, which could be exacerbated by our shifthybrid towork an increasingly remote working environment.model. While we maintain insurance coverage intended to address certain aspects of cybersecurity and data protection risks, such coverage may not include, or may not be sufficient to cover, all or a majority of any costs or other losses resulting from cyber-attacks or other security incidents. Any of these factors could have a material impact on our business, financial condition, or results of operations.

Many of our products, systems and processes involve the collection, retrieval, storage, transmission and processing of proprietary, third-party and client confidential information. We also handle personal information of our employees in connection with their employment. We rely on complex processes and IT controls along with policies, procedures and training to protect this information, including sensitive client data such as material non-public information and client portfolio data, against unauthorized access or disclosure. In addition, we believe that whenWhen we change the composition of our indexes or if we expect to change the methodologies that govern our indexes, in some cases, those changes can have an indirect effect on the prices of constituent securities and on certain indexed investment products as a result of trading activity related to tracking our indexes. The foreknowledge of these changes could be determined to be material non-public information. Similarly, our ESG ratings and changes to our ratings changesor methodology could potentially impact the companies and entities that we rate, including the price of their securities and the price of other securities that reference their securities.

If our processes, confidentiality policies, conflict of interest policies or information barrier procedures fail or are insufficient, including as a result of intentional or unintentional human error, manual process failure, system error or other failure, then unauthorized release of, access to, or disclosure or misappropriation of data, including material non-public information or other confidential information (e.g., certain client portfolio data, index composition data, or ESG rating data), could harm our brand and reputation, lead to litigation, regulatory actions or penalties, and result in a loss of client confidence, which could have a material adverse effect on our business, financial condition or results of operations. In addition, such incidents may trigger notification and reporting obligations to regulators, clients and other stakeholders. Failure to meet those obligations or to effectively communicate during an incident could exacerbate reputational harm and regulatory exposure, including the risk of enforcement actions and fines.

Our operations rely on the secure collection, retrieval, storage, transmission and other processing of confidential, sensitive, proprietary and other types of data and information that is managed internally and with third-party vendors and service providers. We and our vendors and service providers are subject to security risks, including cyber-attacks and other security incidents, such as phishing scams or other social engineering attacks, deepfake attacks, hacking, tampering, intrusions, viruses, malware (including ransomware) and denial-of-service attacks.attacks – all of which could be exacerbated by AI technologies. Cybersecurity risks also may derive from fraud or malice on the part of our employees or third parties, or may result from human error, software bugs, server malfunctions, software or hardware failure or other technological failure. The use of mobile and cloud technologies, as well as remote work arrangements, may heighten these risks. In addition, failure by our clients, third-party vendors or service providers to notify us of cybersecurity incidents in a timely manner could lead to unauthorized access to our systems and data, resulting in material adverse effects on our business, operations, and financial results.

We may be exposed to more targeted and more sophisticated cyber-attacks and other security incidents because of our role or prominence in the global marketplace, including our handling of client portfolio data, the composition and use of our indexes and ESG ratings. Advanced, persistent and state-sponsored threat actors with significant resources and capabilities could also attempt to penetrate our or our vendors’ systems. Additionally, although we conduct due diligence during acquisition processes, acquired businesses may not have invested as heavily in security measures and technology, and this may introduce additional security risk. In the past, we have experienced cyber-attacks of varying degrees, including denial-of-service attacks. There can be no assurance that there will not be material adverse effects relating to these types of incidents in the future, in particular as these types of incidents have generally become increasingly frequent, sophisticated, difficult to detect and difficult to successfully defend against, and we may see their frequency increased, and effectiveness enhanced, by the use of AI. As these threats continuallycontinue to evolve, we may be required to devote additional resources to modify or enhance our operational or security systems and networks and our cybersecurity program.

In the past, we have experienced interruptions and delays in the performance and delivery of certain products, including after we migrated applications and infrastructure to new data centers or other network infrastructure. While we have taken steps to mitigate such interruptions and delays, we cannot provide assurance that they will not occur again as part of future migration to new technologies, applications or processes (e.g., cloud migration), even after extensive testing, or if we experience significant growth of our customerclient base or increases in the number of products or services or in the speed at which we provide products and services. Future migrations may result in outages, latency or degraded functionality, or data loss or corruption despite backup and recovery plans. Such disruptions may result in cancellations and reduced demand for our products and services, resulting in decreased revenues, or in cost increases relating to our use of power and datasystem storage.resources. After adopting new technologies, applications and processes, we may experience unanticipated interruption and delay in the performance or delivery of certain products, services or client support. We may also incur increased operating expenses to recover data, repair, replace or remediate systems, equipment or facilities, and to protect ourselves from such disruptions. Accordingly, any significant failures, disruptions or instability affecting our information technology platform,platforms, providers, production and delivery systems, applications, processes or the internet could negatively affect our ability to distribute products and service our clients, damage our brand and reputation and result in litigation, which may have a material adverse effect on our business, financial condition or results of operations.

We rely on open source code to develop software and to incorporate it in our products and internal systems. The use of open source code may entail greater risks than third-party commercial software, as open source licensors generally do not provide warranties or other protections regarding infringement claims, the quality of the code or the security of the code. Certain open source licenses provide that if we combine our proprietary code with open source code and distribute it in a certain manner, we could be required to release the source code to the public, potentially allowing our competitors to create similar products and putting us at a competitive disadvantage. Additionally, the terms of many open source code licenses are ambiguous and have not been interpreted by U.S. courts, increasing the risk of unanticipated restrictions or conditions on our use of such software. Therefore, we could be required to seek licenses from third parties on terms that are not commercially feasible, to make portions of our proprietary code publicly available to re-engineer our products or systems, to discontinue licensing certain products, or to take other remedial action that could divert resources. We could also be subject to suits by parties claiming breach of the terms of licenses, which could be costly for us to defend. Open source code may also contain security vulnerabilities or malicious code (including backdoors), which could impair our products or systems, reduce client confidence, harm our reputation and expose us to litigation or other liability. Any of these requirementsfactors could materially adversely affect our business, financial condition or results of operations.

Issues related to the use of AI and development of AIAI-related solutions could result in reputational harm, competitive harm, regulatory scrutiny or legal liability, and could have a material adverse effect on our business, financial condition or results of operations.

We currently incorporate, and expect to continue to incorporate, AI technologies, including generative AI, into our products and operations, and these uses of AI may become significantly more important over time. There are significant and evolving risks involved in utilizing AI, and there is no assurance that our usage of AI will help our products and operations become more effective, efficient or profitable, or otherwise achieve our intended outcomes. Our use of AI will require additional resources and costs to develop and maintain products, comply with emerging regulations, address ethical and reputational considerations, and manage technical, operational and competitive risks. Our competitors or other third parties may incorporate AI into their products and operations more quickly or more successfully than us, which could impair our ability to compete effectively. Additionally, the models underlying our use of AI technologies may be incorrectly or inadequately designed or implemented. Further, if the content, analyses, or recommendations produced by AI are, or are perceived to be biased, inaccurate, misleading, poor-quality, unethical or otherwise deficient or flawed, any of which may not be easily detectable, our business may be adversely affected. Client or third-party use of AI could potentially result in reduction or replacement of our products or solutions.

The use of AI may involve third-party information with unclear intellectual property rights or interests. If we do not have sufficient rights to use the data or other material or content that AI technologies utilize or generate, we may incur liability through the violation of applicable laws and regulations, third-party intellectual property, privacy or other rights or contracts to which we are a party. In addition, intellectual property ownership rights, including copyright, of generative and other AI output, have not been fully interpreted by courts or regulations. The use of AI by us or by others may also result inin, and increase our exposure to, cyber-attacks or other security incidents, including those that implicateinvolve confidential or personal information (e.g., propriety,proprietary, third-party, employee or client information). The use of third-party AI by our employees, contractors or partners could also result in the inadvertent disclosure of confidential or personal information, risking our intellectual property rights, competitive position and reputation.

AI technologies are subject to an evolving and fragmented legal and regulatory landscape. Laws and regulations applicable to AI, including intellectual property, data privacy and security, consumer protection, competition and equal opportunity laws, continue to develop and may be inconsistent from jurisdiction to jurisdiction. Because AI is complex and rapidly developing, it is not possible to predict all of the legal, operational or technological risks that may arise relating to the use of AI. These risks include the possibility of enhanced governmental or regulatory scrutiny, litigation or other legal liability, compliance issues, ethical concerns, negative consumer perceptions, confidentiality or security risks, supply-chain and cost risks related to AI infrastructure and models, as well as other factors. Any of these issues could materially adversely affect our business, financial condition or results of operations.

Our business may be affected by changes in economic conditions and the global capital markets, including those resulting from geopolitical events, trade policy changes, adverse equity market conditions, volatility in the financial markets and evolving investment trends. Such changes could decrease the use of our products and services which could have a material adverse effect on our business, financial condition or results of operations.

Our business is impacted by economic conditions, including economic uncertainty, market downturns and volatility in the global capital markets and evolving investment trends (including volatility and trends resulting from geopolitical events, such as the Russia-Ukraine conflictevents and conflictstrade inpolicy thechanges, Middleincluding East,tariffs, retaliatory tariffs and related escalation of geopoliticaltrade tensions). Our clients use our products for a variety of purposes, including benchmarking, performance attribution, portfolio construction and risk management, and to support investment strategies including sustainability, climate, factor, thematic, private asset and MAC investing. Volatile capital markets, geopolitical instability or unrestunrest, trade tensions and shifts in trade policy and other economic and market conditions and trends, including a recession or other significant financial-market event or crisis, may impact whether, how, where and when investors choose to invest, for example between developed or emerging markets, U.S. or non-U.S. markets, as well as whether to adopt different investment strategies. Such shifts may increase demand for certain of our products while reducing demand for others, and may reduce client budgets, delay purchasing decisions or cause clients to defer or cancel subscriptions, any of which could materially reduce demand for our offerings.

Competition exists across all markets for our products and services. Our competitors range from large companies with substantial resources to small, single-product businesses that are highly specialized. Larger competitors may have access to more resources and may be able to achieve greater economies of scale, and specialized competitors may behave moreunique effective in devoting technical, marketingexpertise and financialdedicated resources and capabilities to compete with respect to a particular product or service. Some competitors may offer price incentives or different pricing structures that are more attractive to clients. The competitive landscape may also experience consolidation, which results in a narrower pool of competitors that are better capitalized or that are able to gain a competitive advantage through synergies.

Barriers to entry may be low or declining in many markets, including for single-purpose product companies, supporting new competitors. For example, more broker-dealers, data suppliers, credit rating agenciesagencies, analytics firms, technology providers (including AI providers) or other market participants or vendors could begin developing their own content such as proprietary risk analytics, sustainability and climate data or indexes. Factors such as increases in the availability of free or relatively inexpensive information through internet sources and through the use of AI or other low-cost delivery systems, advances in cloud computing, increased use of open source code, the ability of machine learning and other AI to process and organize large data sets, as well as client development of proprietary applications, have further reduced barriers to entry in some cases.cases and our competitors may use these tools to deliver solutions at lower prices, or these tools may be used in a way that significantly increases access to publicly available information. Such developments may over time reduce the demand for, or clients’ willingness to pay for, certain of our products and services.

We may experience pressures to reduce our fees, prolonged selling and renewal cycles, reduced client spending and increased cancellation rates on account of financial and budgetary pressures affecting our clients, including those resulting from weak or volatile economic or market conditions, the duration and long-term economic and societal consequences of the COVID-19 pandemic, geopolitical conflicts and the inflationary environment, which may lead certain clients to reduce their overall spending on our products or services, including by seeking similar products or services at a lower cost than what we are able to provide, by consolidating their spending with fewer providers, by consolidating with other clients or by self-sourcing their information and analytical needs. Accordingly, competitive and market pressures may result in fewer clients or reduced sales, including as a result of client closures and consolidations, price reductions, prolonged selling and renewal cycles and increased operating costs, such as for marketing and product development, which could, individually or in the aggregate, result in a material adverse effect on our business, financial condition or results of operations.

We operate in highly competitive markets that continually change to meet client needs. To remain competitive, we must continually introduce new products and services; enhance existing products and services delivered through our own systems and through third-party platforms; collect, organize, analyze and protect large amounts of information to generate insights; and effectively generate client demand for new and enhanced products and services. We may not be successful in developing, introducing, implementing, marketing, pricing, launching or licensing new products or enhancements on a timely or cost-effective basis or without impacting the stability and efficiency of existing products and systems.services. Any new products or services and enhancements may not adequately meet the requirements of the marketplace or industry standards or achieve market acceptance.

The process of developingenhancing existing, and enhancingdeveloping ournew, products and services and expanding our offerings to new client types is complex and may become increasingly complex and expensive in the future, including due to thenew introductiontechnology ofand AI, competition for talent, workforce costs and evolving client expectations. Expansion into new technology,product and service offerings and client types also increases the costscomplexity of our workforcego-to-market, product development, operational and theregulatory expectationsrequirements ofand ourmay clients.require substantial additional investment. This process often requires effective collaboration across various functions and product lines, and ineffective or insufficient collaboration may harm our ability to meet our business objectives. In particular, serving new client types may require new capabilities, additional product features and use cases, specialized distribution and implementation, and different contractual and licensing arrangements, all of which can increase time to market and execution risk. In addition, our reputation could be harmed if we are perceived as not innovating rapidly enough to meet the changing needs of investors or their advisors. These changing needs include a greater expectation that information be delivered with a higher degree of customization and service quality. We must make long-term investments and commit significant resources before knowing whether these investments will eventually result in new or enhanced products and services that satisfy our clients’ needsneeds, including new client types, and generate adequate revenues. We also incur costs to integrate existing products and services and transition clients to enhanced products and services, which also present execution risks and could lead to price reductions or other concessions.

The increased presence of AI in the market could also lead to increased expectations from clients and market participants regarding the quality, features, timeliness and use cases of our products and services. If we are unable to effectively manage the development of new or enhanced products and services,services for our clients, we may not be able to remain competitive and our business, financial condition or results of operations could be materially adversely affected.

Our global presence and operations and any future expansions may continue to place significant strain on our resources and subject us to additional risks and costs resulting from our increased global footprint, which could materially adversely impact our business, financial condition or results of operations.

Our global presence and operations and any future expansion are expected to continue to place significant demands on our personnel, management and other resources, and there can be no assurance that we will effectively attract, develop and retain qualified personneltalent and effective leaders across locations; expand our sales activities; operate our physical facilities and information technology infrastructure; scale our legal and compliance infrastructure; meet our regulatory obligations; develop and maintain appropriate operational and financial systems, procedures and controls; integrate acquired businesses; or otherwise adequately manage our global presence and operations and any future expansion.

Our global presence and operations and our ability to deliver our products and services to our clients also expose us to political, economic, legal, regulatory, operational, reputational, franchise and other risks resulting from operating and selling in many countries,countries. includingThese risksinclude ofthe possiblerisk that geopolitical tensions, trade policy changes and related policy responses may restrict or limit our ability to offer certain products, services or content in particular jurisdictions, affect our access to the technology on which our operations depend, or reduce client demand for our products and services in affected markets. We also may face such impacts from product constraints, capital controls, exchange controls, customs duties, tariffs, retaliatory trade measures, sanctions compliance, tax penalties, levies or assessments, legal uncertainty, broad regulatory discretionintervention and other restrictive governmental actions,actions such as export restrictions, requirements favoring local competitors, limits on foreign ownership or investment, limits on the use of foreign technology, requirements applicable to particular types of data services and processing, data localization rules and restrictions on cross-border transfers of data and services, as well as the outbreak of hostilities or political and governmental instability. As we operate in multiple jurisdictions, our ability to repatriate cash to the U.S. could also be impacted by foreign currency controls, restrictions on cash transfers, or limits on converting currency or paying dividends from non-U.S. subsidiaries, as well as adverse tax consequences. In addition, the majority of our employees are located in offices outside of the U.S., and a number of those employees are located in emerging market locations. The cost of establishing and maintaining these offices, including costs related to information technology, as well as the costs of attracting, training and retaining employees in these locations may be higher, or may increase at a faster rate, than we anticipate. Additionally, social and health conditions, such as public health epidemics impacting the global economy or our employees, may have a material adverse effect on our business, financial condition or results of operations.

Demand for our products and services is still nascent in many parts of the world, particularly in certain emerging markets,markets where investment management practices, including risk management and sustainability and climate integration practicesintegration, are less established. In addition, the data required to model local securities in some emerging markets might be difficult to source and local investment product nuances may be difficult or costly to model. If we do not appropriately tailor our products and services to fit the needs of the local market, we may be unable to effectively grow sales of our products and services.

Failure to comply with any applicable laws, rules, orders, regulations, codesexecutive or administrative orders or other requirementsgovernmental requirements, or industry codes of conduct, could subject us to litigation, regulatory actions, sanctions, fines or other penalties, as well as damage our brand and reputation. The financial services industry, within which we and many of our clients operate, is subject to extensive laws, rules and regulations, with direct regulation of certain of our products in some jurisdictions. These laws, rules and regulations are complex, evolve frequently and sometimes quickly and unexpectedly, and are subject to administrative interpretation and judicial construction in ways that are difficult to predict, and could materially adversely affect our business or our clients’ businesses. Additionally, we may be required to comply with multiple and potentially conflicting laws, rules or regulations in various jurisdictions, which could, individually or in the aggregate, result in materially higher compliance costs to us. Laws, rules or regulations could require changes to the way we license and price our products and services. In addition, various government and regulatory bodies from time to time may make inquiries and conduct investigations into our compliance with applicable laws and regulations and our business practices, including those related to our regulated activities and other matters.

Changes to the laws, rules and regulations applicable to our clients could limit our clients’ ability to use our products and services or could otherwise impact our clients’ demand for our products and services. As such, to the extent our clients become subject to certain laws, rules or regulations, we may incur higher costs in connection with modifying our products or services. If laws, rules or regulations place new obligations on clients that affect us, restrict our clients’ or vendors’ ability or willingness to provide data to us, or impose new compliance obligations or restrictions on how we access and use such data, our ability to continue to produce products and services, or the costs associated with doing so, could be negatively affected.

The regulatory requirementsregulations and regulatory developmentsconsiderations that most significantly impact us are described below:

•Regulation Affecting Benchmarks. Compliance with regulations affecting benchmarks or their uses, as well as related technical standards and guidance, could negatively impact our business and results of operations. Benchmarks, which include the indexes we provide, are subject to regulations that may require changes in our business practices, product offerings or our ability to offer indexes in certain jurisdictions. Such impacts could include, without limitation, increased costs, including direct regulatory fees and costs; diminished intellectual property rights; methodology requirements or restrictions; product requirements or restrictions; constraints on the fees we charge; constraints on our ability to meet contractual commitments with data providers; or constraints on how we offer our products. Any of these factors could have a material adverse effect on our index products.

For example, the EU Benchmark Regulation (“EU BMR”) and UK Benchmarks Regulation (“UK BMR”) impose distinct requirements. Following Brexit, the EU BMR providesprovided a transition period until December 31, 2025, allowing EU-regulated entities to use benchmarks from non-EU administrators,administrators. whileBeginning January 1, 2026, most of our indexes fall outside EU supervision and remain under UK oversight. For indexes that remain subject to EU regulation, ESMA’s supervision may result in additional compliance obligations for our business. The UK BMR transition period for non-UK administrators continues until December 31, 2030. In December 2025, the UK BMRHM extendsTreasury thislaunched perioda consultation on proposals to Decemberamend 31,the 2030scope forof non-UKthe administrators.UK BMR. Depending on the outcome, these changes could affect the regulatory status of certain of our benchmarks, alter our compliance obligations or impact our ability to offer certain products to UK-regulated clients. Diverging interpretations or future amendments to these regulations may also increase compliance burdens and operational complexity.

Additionally, guidance issued by the European Securities and Markets Authority (“ESMA”) may affect benchmark administrators and their clients. For instance, the ESMA Guidelines on ETFs and other Undertakings for Collective Investment in Transferable Securities (“UCITS”) Issues impose disclosure requirements for indexes used in UCITS funds, such as making index constituents and their respective weightings easily accessible free of charge to investors on a delayed and periodic basis. These requirements could increase the compliance obligations for benchmark administrators, affect the eligibility of certain indexes for use in UCITS funds and influence the demand for specific products.

Globally, the benchmark industry faces heightened scrutiny and potential new regulations. The International Organization of Securities Commissions (IOSCO) has recommended that benchmark administrators voluntarily publicly disclose whether they comply with its principles for financial benchmarks. Other jurisdictions have also indicated they may consider potential benchmark regulation or conduct reviews of the benchmark industry. For instance, the EU is amending the scope of the EU BMR and regulation is being considered or developed in India and South Africa. Heightened scrutiny and regulatory attention on benchmarks and index providers from regulators, policymakers, and the media in the EU, U.S., and other regions could result in negative publicity or comments about the role or influence of our company or the index industry, which could harm our reputation and credibility. For example, in the past we have made changes or announced proposed changes to our index methodologies that have triggered media and policymaker attention.

Further, laws, rules or regulations affecting users of our indexes, such as sanctions that prohibit users of our indexes from investing or transacting in markets or securities included in our indexes, can have an indirect impact on our indexes, including their construction and composition.

WeOur areresearch-based adata, leading provider of critical decision support toolsanalytics and solutionsindexes, supported by advanced technology, set standards for the global investment community. Our mission-critical offerings help investors navigate the complexities of a dynamic and evolving investment landscape. Leveraging our deep knowledge of the global investment process and our expertise in research, data and technology, we enablehelp our clients tounderstand understandrisks and analyzeopportunities, keymake driversbetter ofinvestment riskdecisions and returnunlock and build portfolios more effectively.innovation. The Company has five operating segments: Index, Analytics, ESGSustainability and Climate, Real Assets and Private Capital SolutionsSolutions, which are presented as the following three reportable segments: Index, Analytics, and ESGSustainability and Climate. For reporting purposes, the Real Assets and Private Capital Solutions operating segments are combined and presented as All Other – Private Assets, as they did not meet the required thresholds for separate reportable segment disclosure.

We believe sustainability and climate risks are investment risks that significantly impact many investment decisions, regulatory frameworksdecisions and corporate strategies. In Europe, disclosure requirements continue to drive demand for sustainability and climate tools to meet both regulatory and investor expectations. In the United States, political debate has led to some scrutiny of the use of sustainability and climate considerations in investment and risk management decisions.

The Company’s growth in this space depends on rising global demand for sustainability and climate solutions, which may be influenced by potential regulatory uncertainty or political opposition in certain markets. While some markets may face greater near-term challenges and uncertainty, we believe the long-term shift toward integrating financially material sustainability and climate factors into investment and risk management processes will support continued adoption of our sustainability and climate focused tools.

In the discussion that follows, we provide certain variances excluding the impact of foreign currency exchange rate fluctuations and acquisitions.fluctuations. Foreign currency exchange rate fluctuations reflect the difference between the current period results as reported compared to the current period results recalculated using the foreign currency exchange rates in effect for the comparable prior period. While operating revenues adjusted for the impact of foreign currency fluctuations includes asset-based fees that have been adjusted for the impact of foreign currency fluctuations, the underlying AUM, which is the primary component of asset-based fees, is not adjusted for foreign currency fluctuations. Approximately three-fifths of the AUM is invested in securities denominated in currencies other than the U.S. dollar, and any such impact is excluded from the disclosed foreign currency-adjusted variances.

G&A expenses consist of costs primarily related to finance operations, human resources, office of the CEO, legal, corporate technology, corporate development, impairment charges associated with right of use assetsdevelopment and certain other administrative costs that are not directly attributed, but are instead allocated, to a product or service.

Other expense (income), net consists primarily of interest we pay on our outstanding indebtedness, including losses on early extinguishment of debt, incomegains and losses associated with our previous equity method investment,and other minority investments, foreign currency exchange rate gains and losses, interest we collect on cash and short-term investments, as well as other non-operating income and expense items that may arise from time to time.

“Adjusted EBITDA,” a non-GAAP measure used by management to assess operating performance, is defined as net income before (1) provision for income taxes, (2) other expense (income), net, (3) depreciation and amortization of property, equipment and leasehold improvements, (4) amortization of intangible assets and, at times, (5) certain other transactions or adjustments, including, when applicable, impairment related to sublease of leased property and certain acquisition-related integration and transaction costs.

“Adjusted EBITDA expenses,” a non-GAAP measure used by management to assess operating performance, is defined as operating expenses less depreciation and amortization of property, equipment and leasehold improvements and amortization of intangible assets and, at times, certain other transactions or adjustments, including, when applicable, impairment related to sublease of leased property and certain acquisition-related integration and transaction costs.

Adjusted EBITDA, Adjusted EBITDA expenses and Adjusted EBITDA margin are believed to be meaningful measures for management to assess the operating performance of the Company because they adjust for significant one-time, unusual or non-recurring items as well as eliminate the accounting effects of certain capital spending and acquisitions that do not directly affect what management considers to be the Company’s ongoing operating performance in the period. All companies do not calculate adjusted EBITDA, adjusted EBITDA marginexpenses and adjusted EBITDA expensesmargin in the same way. These measures can differ significantly from company to company depending on, among other things, long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. Accordingly, the Company’s computation of the Adjusted EBITDA, Adjusted EBITDA marginexpenses and Adjusted EBITDA expensesmargin measures may not be comparable to similarly titled measures computed by other companies.

We recognize goodwill in business combination transactions when the purchase price exceeds the fair value of the acquired net tangible and separately identifiable intangible assets. We test goodwill for impairment annually on July 1 or when interim triggers arise. When testing goodwill for impairment, we first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test; however, on a periodic basis, we may elect to bypass the qualitative assessment and proceed directly to the quantitative test. During the year ended December 31, 20242025, wethe electedCompany has selected to bypass the optional qualitative assessment and proceed directly tofor the Real Assets and Private Capital Solutions (“PCS”) reporting units. This decision was based on the relatively low excess of fair value over carrying value observed in the prior year’s analysis. Therefore, a quantitative test.goodwill impairment test was performed for both Real Assets and PCS. For the Index, Analytics, and Sustainability and Climate reporting units, the company performed a qualitative assessment. The quantitative test for impairment was performed at the reporting unit level, and we used an equal weighting of the income approach and the market approach to estimate the fair value of eachthe Real Assets and PCS reporting unit.units.

The income approach requires significant judgementjudgment in estimating future cash flows, including assumptions, amongst others, about revenue growth rates and EBITDA margins, and the selection of an appropriate discount rate, which reflects the reporting unit’s cost of capital. Forecasted future cash flows are estimated based on a combination of historical experience and assumptions regarding future growth and profitability of each reporting unit. Discount rates are selected for each reporting unit being valued based on each reporting unit’s estimated weighted-average cost of capital. The weighted-average cost of capital is estimated based on both the capital structure that we believe a market participant would utilize as well as the discount rates of guideline public companies that have similar characteristics to each reporting unit being valued, adjusted for the risk inherent in each reporting unit. Terminal growth rates are selected based on growth rates used during the reporting unit’s forecast period in combination with economic conditions. The market approach utilizes valuation multiples of revenue and cash flows derived from guideline public companies that have similar characteristics to each reporting unit being valued. Selecting appropriate guideline companies, valuation multiples and other key assumptions such as revenue growth rates and discount rates requires significant management judgment, and changes to these estimates could materially impact the fair value determination of each reporting unit. We perform sensitivity analyses around key assumptions in order to assess the reasonableness of the assumptions and the impact on the estimated fair value.

We completed our annual goodwill impairment test as of July 1, 20242025 on our Index, Analytics, ESGSustainability and Climate, Real Assets and Private Capital Solutions reporting units, which are also our operating segments. As of July 1, 2024, the fair value of all reporting units exceeded their respective carrying values. At December 31, 2024,2025, the carrying value of goodwill within the Real Assets and Private Capital Solutions reporting units were $689.8$691 million and $617.8$618 million, respectively. As of July 1, 2024,2025, the fair value of the Real Assets and Private Capital Solutions and Real Assets reporting units exceeded their carrying values by approximately 10%39% and 30%,15%, respectively, introducing risk of potential future impairments.respectively. If we experience a prolonged or severe period of weakness in the business environment, financial markets, the performance of one or more of our recently acquired companies or reporting units, or our common stock price, or if economic conditions differ significantly from management’s assumptions, our goodwill could be impaired in the future, which may be material to our results of operations and financial position.

For allthe ofReal ourAssets and PCS reporting units, individually, a hypothetical decrease in revenue growth rates by 100 basis points or a hypothetical 100 basis point increase in the weighted average cost of capital would not result in an impairment. See Note 1, “Introduction and Basis of Presentation” and Note 9, “Goodwill and Intangible Assets, Net” of the Notes to the Consolidated Financial Statements included herein for additional information on goodwill.

Once it is determined that an impairment review is necessary, determination of recoverability is determined based on comparing the carrying amount of the asset group to the estimated future undiscounted cash flows. If the carrying amount exceeds the estimated future undiscounted cash flows, the asset grouping is considered to be impaired. Measurement of impairment for intangible assets is based on the amount the carrying value exceeds the fair value of the asset, which is based on estimated discounted future cash flows. Estimated undiscounted and discounted cash flows used in the determination and calculation of impairments represent management forecasts and require significant management judgment. While management believes that its forecasts are reasonable, differences between forecasts and actual experience could materially affect the valuations. There were no events or changes in circumstances that would indicate that the carrying value of the definite-lived intangible assets may not be recoverable during the years presented.

Our operating revenues are grouped by the following types: recurring subscriptions, asset-based fees and non-recurring. We also group operating revenues by major product as follows: Index, Analytics, ESGSustainability and Climate and All Other – Private Assets.

Total operating revenues increased 12.9%9.7% for the year ended December 31, 2024.2025. The $278.3 million increase was driven by $164.3 million in higher recurring subscription revenues, $113.2 million in higher asset-based fees and a $0.9 million increase in non-recurring revenues. Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, total operating revenues would have increased 9.6%.9.3%.

Cost of revenues increased 15.2%7.0% for the year ended December 31, 2024,2025, primarily driven by increases in compensation and benefits costs, primarily relating to higher wages and salaries, incentive compensation and benefits costs as a result of increased headcount,headcount costs and higher severance costs, as well as increases in non-compensation costs reflecting higher information technology, professional feestechnology and market data costs.

Selling and marketing expenses increased 5.4%9.8% for the year ended December 31, 2024,2025, primarily driven by increases in compensation and benefits costs, primarily relating to higher incentive compensation, wages and salaries, and benefits costs as a result of increased headcount.headcount costs as well as higher severance costs.

R&D expenses increased 20.1%11.9% for the year ended December 31, 2024,2025, primarily driven by increases in compensation and benefits costs, primarily relating to higher wages and salaries, incentive compensation and benefits costs as a result of increased headcount,headcount costs as well as higher severance costs, partially offset by increased capitalization of costs related to internally developed software projects. The increase was also driven by increases in non-compensation costs reflecting higher information technology costs.

G&A expenses increaseddecreased 18.4%1.2% for the year ended December 31, 2024,2025, primarily driven by decreases in non-compensation costs reflecting lower transaction costs, partially offset by increases in compensation and benefits costs, primarily relating to higher incentive compensation, wages and salaries and benefits costs as a result of increased headcount,headcount costs as well as increases in non-compensation costs reflecting higher professionalseverance fees, information technology costs and transaction costs related expenses due to the recent acquisitions.costs.

Compensation and benefits costs increased 13.8%8.1% for the year ended December 31, 2024,2025, primarily driven by anincreased increaseheadcount in wagescosts and salaries,higher incentiveseverance compensation and benefits costs due to headcount growth, partially offset by increased capitalization of expenses related to internally developed software projects.costs. Adjusting for the impact of recent acquisitions and foreign currency exchange rate fluctuations, compensation and benefits costs would have increased by 5.7%.7.7%.

Non-compensation expenses increased 13.2%4.7% for the year ended December 31, 2024,2025, primarily driven by higher professional fees, information technology,technology and market data costs, partially offset by lower transaction and integration costs related to recent acquisitions.costs. Adjusting for the impact of recent acquisitions and foreign currency exchange rate fluctuations non-compensation expenses would have increased by 5.8%.4.4%.

Amortization of intangible assets expense increased 43.4%3.3% for the year ended December 31, 2024,2025, primarily driven by higher amortization recognizedof oninternally acquireddeveloped software, partially offset by certain intangible assets frombecoming recentfully acquisitionsamortized andduring higherthe amortization of internal use software.period.

Depreciation and amortization of property, equipment and leasehold improvements decreasedincreased 19.2%37.9% for the year ended December 31, 2024,2025, primarily driven by lowerhigher depreciation on computerscomputer and related equipment.

The effective tax rate of 18.2% for the yearyears ended December 31, 2025 and 2024 reflectswas 19.5% and 18.2%, respectively. The increase in the impacteffective oftax certainrate favorablein discrete2025 itemswas totalingdriven $21.4by million, which relates to $15.7$38 million of excess tax benefitsexpense recognized onin share-basedconnection compensationwith vesteda duringmulti-phase internal legal entity restructuring that commenced in the period and $5.7was millioncompleted relatedsubsequent to miscellaneous prior year adjustments.end.

As a result of the factors described above, net income decreasedincreased 3.4%8.4% for the year ended December 31, 2024.2025.

The decrease in weighted average shares and common shares outstanding primarily reflects the impact of share repurchases made pursuant to the Company’s stock repurchase program.program, partially offset by the vesting of certain stock-based awards.

The results for each of our three reportable segments and All Other -– Private Assets for the years ended December 31, 2024,2025, and 20232024 are presented below:

Index operating revenues increased 9.9%11.9% for the year ended December 31, 2024,2025, driven by growth from asset-based fees andas well as recurring subscriptions, partially offset by a decrease in non-recurring revenue.subscriptions. Adjusting for the impact of the acquisition of Foxberry and foreign currency exchange rate fluctuations, Index segment operating revenues would have increased 10.0%.11.9%.

Operating revenues from recurring subscriptions increased 8.3%8.6% for the year ended December 31, 2024,2025, primarily driven by growth from market cap-weighted and factor, ESG and climate indexIndex products.

Operating revenues from asset-based fees increased 17.9%17.2% for the year ended December 31, 2024,2025, primarily driven by growth in revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes. Operating revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes increased by 20.0%21.5% and 19.4%,12.4%, respectively, primarily driven by increases in average AUM.AUM, partially offset by a decrease in average basis points.

Index segment Adjusted EBITDA expenses increased 8.5%12.5% for the year ended December 31, 2024,2025, primarily driven by increases in compensation expense,and relatingbenefits tocosts as a result of increased headcount costs as well as higher wagesseverance and salaries and incentive compensation.costs. The increase was also driven by non-compensation expenses reflecting higher professionalinformation feestechnology costs and marketprofessional data costs.fees. Adjusting for the impact of the acquisition of Foxberry and foreign currency exchange rate fluctuations, Index segment Adjusted EBITDA expenses would have increased 7.7%.12.2%.

Analytics operating revenues increased 9.6%5.8% for the year ended December 31, 2024,2025, primarily driven by growth from recurring subscriptions related to both Equity and Multi-Asset Class and Equity Analytics products. Adjusting for the impact of the acquisition of Fabric and foreign currency exchange rate fluctuations, Analytics operating revenues would have increased 9.8%.5.7%.

Analytics segment Adjusted EBITDA expenses increased 1.7%7.2% for the year ended December 31, 2024,2025, primarily driven by increases in non-compensationcompensation expense,and relatingbenefits tocosts as a result of increased headcount costs as well as higher informationseverance technology and professional fees.costs. Adjusting for the impact of the acquisition of Fabric and foreign currency exchange rate fluctuations, Analytics segment Adjusted EBITDA expenses would have increased 0.8%.7.1%.

ESGSustainability and Climate Segment

The following table presents the results for the ESGSustainability and Climate segment for the years indicated:

ESGSustainability and Climate operating revenues increased 13.6%8.4% for the year ended December 31, 2024,2025, primarily driven by growth from recurring subscriptions related to Ratings,Ratings and Climate andproducts, Screeningwith products.growth primarily attributable to EMEA. Adjusting for the impact of the acquisition of Trove and foreign currency exchange rate fluctuations, ESGSustainability and Climate operating revenues would have increased 10.2%.6.0%.

As of MarchJune 31,30, 2026, we served approximately 6,70016,8001 clients in more than 100 countries.

1 Represents1Represents the aggregate of all related clients under their respective parent entity. At acquisition, we align an acquired Company’scompany’s client count to our methodology.

For the threesix months ended MarchJune 31,30, 2026, our largest client organization by revenue, BlackRock, accounted for 11.7%11.8% of our consolidated operating revenues, with 96.0%96.6% of the operating revenues from BlackRock coming from fees based on the assets in BlackRock’s ETFs and non-ETF products that are based on our indexes.

The discussion of our results of operations for the three monthsand ended March 31, 2026 compared to the threesix months ended MarchJune 31,30, 2025,2026 unlessand otherwise2025 indicated, isare presented below. The results of operations for interim periods may not be indicative of future results.

We describe our significant accounting policies in Note 1, “Introduction and Basis of Presentation,” of the Notes to Consolidated Financial Statements included in our Form 10-K. There have been no significant changes in our accounting policies since the end of the fiscal year ended December 31, 2025 or critical accounting estimates applied induring the fiscalsix yearmonths ended DecemberJune 31,30, 2025.2026.

Total operating revenues increased 14.1%12.2% for the three months ended MarchJune 31,30, 2026. The $105.0$94.3 million increase was driven by $47.6$50.6 million higher recurring subscription revenues, $47.1$49.0 million higher asset-based feesfees, andpartially $10.3offset by $5.3 million higherlower non-recurring revenues. Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, total operating revenues would have increased 13.3%.12.2%.

Total operating expenses increased 6.8%.9.2% for the three months ended June 30, 2026. Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, the increase would have been 3.8%.7.5%.

Cost of revenues increased 3.7%,8.9% and 6.3% for the three and six months ended June 30, 2026, respectively, primarily driven by increases in non-compensation costs as a result of higher professional fees and market data costs.costs, information technology costs, and professional fees.

Selling and marketing expenses increased 8.9%,11.8% and 10.3% for the three and six months ended June 30, 2026, respectively, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs.

R&D expenses increased 4.2%,4.3% and 4.3% for the three and six months ended June 30, 2026, primarily driven by increases in compensation and benefits costs as a result of increased headcount costscosts, partially offset by increased capitalization of costs related to internally developed software projects. The increase wasis also driven by increases in non-compensation costs primarilydue as a result ofto higher information technology costs and professional fees.fees costs.

G&A expenses increased 20.8%,20.6% and 20.8% for the three and six months ended June 30, 2026, respectively, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs.costs, as well as a decrease in the favorable fair value adjustment on contingent consideration related to the Fabric RQ, Inc. acquisition.

We had 6,3196,327 employees as of MarchJune 31,30, 2026, compared to 6,1846,208 employees as of MarchJune 31,30, 2025, reflecting a 2.2%1.9% increase in the number of employees.increase. Continued growth of our emerging market centers around the world is an important factor in our ability to manage and control the growth of our compensation and benefits costs. As of MarchJune 31,30, 2026, 71% of our employees were located in emerging market centers compared to 70% as of MarchJune 31,30, 2025.

Compensation and benefits costs increased 5.1%, primarily driven by increased headcount costs, partially offset by lower severance costs. Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, compensation and benefits costs would have increased by 1.8%.4.2% and 3.0%, respectively, for the three and six months ended June 30, 2026.

Non-compensation expenses increased 17.0%, primarily driven by higher professional fees, information technology and market data costs. Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, non-compensation expenses would have increased by 14.0%.21.8% and 18.0%, respectively, for the three and six months ended June 30, 2026.

Amortization of intangible assets expense decreasedincreased 4.6%,0.2% for the three months ended June 30, 2026, primarily driven by higher amortization of internal use software, partially offset by certain acquired intangible assets becoming fully amortized during the prior year partially offset by higher amortization of internal use software.year.

Depreciation and amortization of property, equipment and leasehold improvements increased 25.5%,14.8% and 19.8% for the three and six months ended June 30, 2026, respectively, primarily driven by higher depreciation on computer and related equipment.

Total other expense (income), net increased 47.5%,47.8% and 47.6% for the three and six months ended June 30, 2026, respectively, primarily driven by higher interest expense as a result of higher debt levels.

The effective tax rate for the three months ended MarchJune 31,30, 2026 and 2025 was (4.3)%18.0% and 12.8%,19.6%, respectively. The decrease in the effective tax rate was primarily driven by US tax law changes and the completionjurisdictional mix of a multi-phased internal legal entity restructuring that commenced in fourth quarter 2025 and was completed during the three months ended March 31, 2026. Upon completion of the restructuring, the Company recognized an $88.0 million discrete tax benefit during the three months ended March 31, 2026.earnings.

Net income for the three months ended MarchJune 31,30, 2026 and 2025 was $406.0$342.0 million and $303.7 million, compared to $288.6 million for the three months ended March 31, 2025,respectively, representing an increase of 40.7%.12.6%. The change in net income was driven by the factors described above.

Common shares outstanding as of MarchJune 31,30, 2026 were 72.972.7 million, compared to 73.6 million as of December 31, 2025, representing a decrease of 1.0%.1.2%. The decrease in weighted average shares and common shares outstanding for the three and six months ended MarchJune 31,30, 2026 reflectswas driven by the impact of share repurchases made pursuant to the Company’s stock repurchase program, partially offset by the vesting of certain stock-based awards.program.

“Adjusted EBITDA,” a non-GAAP measure used by management to assess operating performance, is defined as net income before (1) provision for income taxes, (2) other expense (income), net, (3) depreciation and amortization of property, equipment and leasehold improvements, (4) amortization of intangible assets and, at times, (5) certain other transactions or adjustments, including, when applicable, certain acquisition-related integrationintegration, transaction and transactionearn-out costs.

“Adjusted EBITDA expenses,” a non-GAAP measure used by management to assess operating performance, is defined as operating expenses less depreciation and amortization of property, equipment and leasehold improvements and amortization of intangible assets and, at times, certain other transactions or adjustments, including, when applicable, certain acquisition-related integrationintegration, transaction and transactionearn-out costs.

Index operating revenues increased 17.7%,17.5% primarilyfor the three months ended June 30, 2026, driven by growth from asset-based fees as well as recurring subscriptions and non-recurring revenue.subscriptions. Adjusting for the impact of the acquisitionacquisitions of Compass and PM Insights and foreign currency exchange rate fluctuations, Index operating revenues would have increased 17.6%.17.5%.

Operating revenues from recurring subscriptions increased 9.0%,11.6% for the three months ended June 30, 2026, primarily driven by growth from market cap-weighted Index products.

Operating revenues from asset-based fees increased 26.6%,26.6% for the three months ended June 30, 2026, primarily driven by growth in revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes. Operating revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes increased by 33.1%36.1% and 13.1%,11.3%, respectively, primarily driven by increasesan increase in average AUM, partially offset by decreasesa decrease in average basis point fees.

1The historical values of the AUM in ETFs linked to our equity indexes as of the last day of the month and the monthly average balance can be found under the link “AUM in ETFs Linked to MSCI Equity Indexes” on our Investor Relations homepage at httphttps://ir.msci.com. This information is updated mid-month each month. Information contained on our website is not deemed part of or incorporated by reference into this Quarterly Report on Form 10-Q or any other report filed with the SEC. The AUM in ETFs also includes AUM in Exchange Traded Notes, the value of which is less than 1.0% of the AUM amounts presented.

The average value of AUM in ETFs linked to MSCI equity indexes for the three months ended MarchJune 31,30, 2026, was up $677$838 billion, or 37.7%,44.8%. compared toFor the threesix months ended MarchJune 31,30, 2025.2026, the average value of AUM in ETFs linked to MSCI equity indexes was up $757 billion, or 41.3%.

Index segment Adjusted EBITDA expenses increased 10.0%,8.1% for the three months ended June 30, 2026, primarily driven by increases in non-compensation expenses as a result of higher professional fees.fees and higher information technology costs. The increase was also driven by increases in compensation and benefits costsdue asto aincreased resultheadcount costs, partially offset by increased capitalization of highercosts headcountrelated costs.to internally developed software projects. Adjusting for the impact of the acquisitionacquisitions of Compass and PM Insights and foreign currency exchange rate fluctuations, Index segment Adjusted EBITDA expenses would have increased by 6.5%.5.4%.

Analytics operating revenues increased 10.3%,6.6% for the three months ended June 30, 2026, primarily driven by growth from recurring subscriptions related to both Equity Analytics and Multi-Asset Class and Equity Analytics products. Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics operating revenues would have increased 10.5%.7.0%.

Analytics segment Adjusted EBITDA expenses increased 11.4%,19.2% for the three months ended June 30, 2026, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs. The change was also driven by increases in non-compensation expensesexpense as a result of higher information technology costs and market data costs, as well as a decrease in the favorable fair value adjustment on contingent consideration related to the Fabric RQ, Inc. acquisition. The increase was also driven by compensation and benefits costs due to increased headcount costs. Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics segment Adjusted EBITDA expenses would have increased 9.1%.18.6%.

Sustainability and Climate operating revenues increased 8.6%,3.4% for the three months ended June 30, 2026, primarily driven by growth from recurring subscriptions related to Ratings and Climate products. Adjusting for the impact of foreign currency exchange rate fluctuations, Sustainability and Climate operating revenues would have increased 3.7%.3.0%.

Sustainability and Climate segment Adjusted EBITDA expenses decreased 3.1%,1.6% for the three months ended June 30, 2026, primarily driven by lowerincreased severancecapitalization costs.of costs related to internally developed software projects. Adjusting for the impact of foreign currency exchange rate fluctuations, Sustainability and Climate segment Adjusted EBITDA expenses would have decreased 5.9%.1.2%.

All Other –- Private Assets operating revenues increased 7.9%,4.9% for the three months ended June 30, 2026, primarily driven by growth from recurring subscriptions in Private Capital Solutions related to Private Capital Intel and Total Plan Manager products. Adjusting for the impact of the acquisition of Vantager and foreign currency exchange rate fluctuations, All Other – Private Assets operating revenues would have increased 5.3%.4.4%.

All Other –- Private Assets Adjusted EBITDA expenses increased 10.9%,12.3% for the three months ended June 30, 2026, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs. Adjusting for the impact of the acquisition of Vantager and foreign currency exchange rate fluctuations, All Other – Private Assets Adjusted EBITDA expenses would have increased 6.0%.10.1%.

Run Rate from Index asset-based fees increased 25.1%,25.2%, primarily driven by higher AUM in both ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes.

Run Rate from Analytics products increased 7.9%,5.8%, primarily driven by growth in both Equity Analytics and Multi-Asset Class and Equity Analytics products, and reflected growth across all regions,regions. The increase primarily ledreflected bygrowth in the hedge fundfunds, asset managers, banking and brokerages and asset managersowners client segments.

Run Rate from Sustainability and Climate products increased 6.6%,1.9%, driven by growth in Ratings, Climate andproducts Screeningwith products,contributions primarily attributable tofrom EMEA.

Run Rate from All Other - Private Assets increased 8.4%,8.0%, primarily driven by Private Capital Solutions related to Total Plan Manager, Private Capital Transparency Data, Total Plan ManagerData and Private Capital Intel products. The increase reflected growth across all regions and was primarily driven by the asset owner and asset manager client segments.segment.

As of MarchJune 31,30, 2026, we had an aggregate of $6.0 billion in Senior Notes outstanding. In addition, under the Credit Agreement, we had as of MarchJune 31,30, 2026 an aggregate of $500.0$475.0 million in outstanding borrowings under the Revolving Credit Facility. See Note 7, “Debt,” of the Notes to Condensed Consolidated Financial Statements (Unaudited) included herein for additional information on our outstanding indebtedness and Revolving Credit Facility.