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

We operateare a global, diversified, and highly differentiated provider of benchmarks, data, analytics and workflow solutions in the global capital, energy and commodity, and automotive markets. The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms,firms and issuers; the energy and commodity markets include producers, consumers, traders and intermediaries within energy, chemicals, shipping, metals, carbon and agriculture; and the automotive markets include manufacturers, suppliers, dealerships, service shops and customers. Certain risk factors are applicable to certain of our individual segments while other risk factors are applicable Company-wide.

Our size, scale and role in the global markets increases our riskexposure forto cyber attacks and other cyber-security risks. Our information systems and networks and those of our third-party service providers are exposed to risks related to cybersecurity and protection of confidential information, including material non-public information, which could have a material adverse effect on our business, financial condition or results of operations.

•Our operations rely on the secure processing, storage and transmission of confidential, sensitive and other types of data and information inby our information systems and networks and those of our third-party service providers, including our vendors.vendors, data partners and distribution partners. Cyber threats continue to evolve and are increasingly difficult to detect and successfully defend against. As a result, cyber threats have in the past and may in the future defeat the measures that we or our third-party service providers take to anticipate, detect, avoid, or mitigate such threats.

•The cyber threats we and our third-party service providers (including our vendorsvendors, data partners and distribution partners) face are rapidly evolving and are becoming increasingly sophisticated (including through the use of generative artificial intelligence ("AI")) and include denial of service attacks, ransomware, spyware, misinformation, phishing/smishing/vishing attacks, business compromise attacks, typosquatting, automated attacks, employee errors, negligence or malfeasance, the use of malicious codes or worms, payment fraud, and other unauthorized occurrences on, or conducted through, our or our third-party service providers’ (including our vendors’vendors’, data partners’ and distribution partners’) information systems and networks, originating from a wide variety of sources, including criminals, terrorists, nationstate-sponsored states,actors, financially motivated actors, internal actors, and external service providers. The cyber risks the Company faces range from cyber attacks common to most industries, to more sophisticated and targeted attacks, including attacks carried out by state-sponsored actors, intended to obtain unauthorized access to certain information or information systems or networks due in part to our prominence in the global marketplace, such as our ratings on debt issued by sovereigns and corporate issuers, our impending methodology changes in our benchmarks businesses, or the composition of our indices. Our third-party service providers, including our vendors, data partners and distribution partners, are also the subject of a variety of cyber attacks, including attacks carried out by state-sponsored actors.

•We and our third-party service providers, including our vendors, data partners and distribution partners, experience cyber attacks, data breaches and other cyber threats of varying degrees on a regular basis. The volume of such attacks, breaches and threats has increased over the years and we expect that volume to continue to increase. Breaches of our or our third-party service providers’ (including our vendors’vendors’, data partners’ and distribution partners’) information systems and networks may cause material interruptions or malfunctions in our or such third-party’s websites, applications or data processing, or may compromise the confidentiality and integrity of material information regarding us, our business or our customers. Although we have not experienced a cyber attack or data breach that has had a material adverse effect on us,us to date, we may experience such an event in the future.

•In the ordinary course of business, we are exposed to vulnerabilities in widely deployed third-party software. While such vulnerabilities have not resulted in a material adverse effect on the Company,Company to date, they require us to devote time and resources to remediation on a regular basis. Notwithstanding our efforts, we may suffer a material adverse effect on our business, financial condition or results of operations resulting from such vulnerabilities in the future.

•Misappropriation, improper modification, destruction, corruption or unavailability of our data and information, including personal data, due to cyber incidents, attacks or other security breaches, or the perception of such an occurrence, could damage our brand and reputation, result in litigation, regulatory actions, sanctions or other statutory penalties, or lead to loss of customer confidence in our security measures and reliability. While such incidents have not had a material impact on the Company to date, future incidents could materially harm our ability to retain customers and gain new ones, result in financial losses that are either not insured against or not fully covered through any insurance maintained by us, and lead to increased expenses related to addressing or mitigating the risks associated with any such incidents. We may be required to expend significant resources to mitigate the impact of any errors, interruptions, delays or cessations of service and we may have insufficient recourse against our third-party service providers, including our vendors.vendors, data partners and distribution partners. Additionally, our failure to timely or accurately communicate cyber incidents to relevant parties, including as a result of a failure of our third-party service providers, including our vendors, data partners and distribution partners, to inform us of incidents impacting their information systems or networks in a timely manner could result in regulatory or litigation risk, and reputational harm.

•We devote significant resources to maintain and regularly update our systems and processes that are designed to protect the security of our information systems, software, networks and other technology assets and the confidentiality, integrity and availability of information belonging to the enterprise and our customers, clientscustomers and employees.employees, and we expect to continue to expend significant additional resources to bolster these protections. However, such measures cannot provide absolute security and may be circumvented or become obsolete, and additional measures that we take to prevent or mitigate cyber incidents may be expensive or ineffective. Additionally, fragmented security tooling could create visibility gaps and increase the risk of missed threats and slower response.

•While weWe conduct cyber due diligence during the acquisition process,process; however, following the completion of acquisitions, we havefrom identifiedtime to time identify weaknesses and vulnerabilities in acquired entities’ information systems and networks, which expose us to unexpected liabilities or make our own information systems or networks more vulnerable to a cyber attack.

The markets in which we operate continuously change to adapt to customer needs. Our inability to innovate and compete with new or enhanced products and services of our competitors could impacthave a material adverse effect on our profitability.business, financial condition or results of operations.

We operate in highly competitive markets that continuously change to adapt to customer needs. We could experience material threats to our existing businesses from thenew riseor of newexisting competitors due to the rapidly changing environment in which we operate. For instance, new competitors are leveraging AI in their offerings in ways that could materially reduce demand for our products and services (for example, by deploying AI in ways that make processing of information relatively inexpensive or free or by leveraging AI to build indices or ETFs). In order to maintain a competitive position, we invest in innovation, new offerings and enhancements, including new ways to deliver our products and services (including through AI).services. These new or enhanced offerings resulting from our investments sometimes do not, and may not in the future, achieve market acceptance, profit or the level of profitability that we expect or have experienced historically. Our inability to innovate and compete with new or enhanced products and services of our competitors could have a material adverse effect on our business, financial condition or results of operations.

•Innovation and constant development in support of new products and enhancements to existing products calls for the implementation of new and improved processes and technologies that require related change management efforts. While we employ a certain level of internal and external resources to mitigate the risks associated with implementing process and technology improvements, new processes and technologies that are still in development tend to be subject to more risks than established processes and technologies. For instance, we are incorporating AI in internal operations across our Company, which subjects us to a variety of risks, as further described in the risk factor entitled “Our approach to AI may not be successful, which could materially and adversely affect our business, financial condition or results of operations.” Additionally, certain of our new processes require manual data entry or collection before they can be automated, which subjects them to greater risk of human error. We may also face unexpected challenges in execution that may require more management attention than expected, thus diverting management time and energy from other businesses. The foregoing and other unforeseen factors could also result in additional commitments of financial resources and business disruptions.

•We have transitioned an important portion of our technology to a cloud-based infrastructure, which is complex, time consuming, and involves substantial expenditures. Our utilization of cloud services is critical to developing and providing products and services to our customers, scaling our business for future growth, accurately maintaining data and otherwise operating our business; any such implementation involves risks inherent in the conversion to a new system, including loss of information and potential disruption to our normal operations. We may discover material deficiencies in our design or implementation or maintenance of the new cloud-based systems that could adversely affect our business. Disruptions to either the outsourced systems or the communication links between us and the outsourced supplier negatively affect our ability to operate our data systems, and impair our ability to provide services to our customers.

Increased availability of free or relatively inexpensive information sources may materially reduce demand for our products and services and could have a material adverse effect on our business, financial condition or results of operations.

In recent years, more public sources of free or relatively inexpensive information have become available, particularly through the Internet, and advances in public cloud computing and open source software are expected to continue. Moreover, AI is being used in a way that is significantly increasing access to publicly available free or relatively inexpensive information. Given the importance of data to our products and services, the continued growth of publicly available free or relatively inexpensive information could materially reduce demand for our products and services. Demand could also be materially reduced as a result of cost-cutting initiatives at certain companies and organizations that choose to use publicly available free or relatively inexpensive information rather than pay forover our products and services. Although we believe our products and services are enhanced by our analysis, tools, delivery mechanisms and applications, if a large number of smaller customers or a critical number of larger customers choose to use public sources of free or relatively inexpensive information as a substitute for our products or services, it could have a material adverse effect on our business, financial condition or results of operations.

OurArtificial Intelligence ("AI") presents new and evolving risks, and our approach to AI may not be successful, which could materially and adversely affect our business, financial condition or results of operations.

Many•AI of our offerings use new and evolving technologies, such as AI. These new and evolving technologies often present social and ethicalpresents risks and challenges that could affect theirits adoption, including social and thereforeethical our business.risks. For example, theour useproducts ofand services with AI couldcapabilities may contain errors or defects that lead to harmfulprivacy consequences such asconcerns, accuracy issues, unintended biases or discriminatory outputs. EnablingErrors or offeringdefects solutionsmay exist during any part of a product’s life cycle and may persist notwithstanding testing and/or other quality assurance practices. Inadequate internal oversight or testing within the Company increases the risk that drawsuch controversy due to their perceivederrors or actualdefects impactmay onnot societybe detected or failingmitigated. Failing to properly remediate any social or ethical issues that may arise in our offerings may result in material brand or reputational harm, competitive harm, legal liability or loss of public confidence, or a material reduction to the marketability or competitiveness of our products and services. For our AI products and services to be competitive in the evolving and continually developing AI landscape, we must apply resources and make investments to secure such competitiveness and to ensure that our AI products and services are developed and implemented in a way to minimize unintended and harmful impacts. In addition, our failure to continue development and adoption of ethical and transparent policies and procedures related to AI could negatively impact our reputation and customer confidence. Any of these social, ethical or operational issues could materially and adversely affect our business, financial condition or results of operations.

We use open source software in our technology, most often as small components within a larger product or service. Open source code is also contained in some third-party software we rely on. The terms of many open source licenses are ambiguous and have not been interpreted by United States (“U.S.”) or other courts. These licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize our products and services, licenses the software on unfavorable terms,terms or requires us to seek licenses from third parties to offer our products and services, or requires us to re-engineer our products and services or take other remedial actions, any of which could have a material adverse effect on our business.business, financial condition or results of operations. We could also be subject to suits by parties claiming breach of the terms of licenses, which could be costly for us to defend.

Our abilityinability to adequately obtain, protect and maintain our intellectual property and other proprietary rights could impact our competitive position.

•OurWe productshave contain intellectual property delivered through a variety of digital and other media. Our ability to achieve anticipated results depends in part on our ability to defend our intellectual property rights against infringement and misappropriation. Our business, financial condition or results of operations could be materially and adversely affected by inadequate or changing legal and technological protectionsfiled for intellectual property and proprietary rights in some jurisdictions and markets. For example, the legal landscape with respect to AI is rapidly evolving, and we do not yet know whether intellectual property laws and regulationspatents in the jurisdictionsU.S. and in certain international jurisdictions, but such protections can be expensive and may not be available in all countries in which we operate willor enablein uswhich we seek to effectivelyenforce such rights, or may be difficult to enforce in practice. We have filed for trademark registrations and participated in trademark enforcement and trademark oppositions in the U.S. and certain international jurisdictions to protect our intellectualbrand, propertygood will and reputation. These efforts cannot ensure registrations will be issued, our trademark rights fromwill unintendedbe useenforced, byor AI.violations Additionally,of weour trademark rights will be appropriately resolved. We do business in a number of countries included on the Priority Watch List and/or Watch Lists maintained by the Office of the United States Trade Representative which are currently thought to afford less protection to intellectual property rights generally than some other jurisdictions. The lack of strong patent and other intellectual property protection in jurisdictions in which we operate increases our vulnerability regarding unauthorized disclosure or use of our intellectual property and undermines our competitive position. In addition, even in jurisdictions where there are strong protections for intellectual property rights, our ability to enforce our intellectual property rights may be impacted by the number of competitors or other third parties attempting to infringe or misappropriate our intellectual property.property, and the time and resources required to defend against such unauthorized uses.

•Our products also contain intellectual property of third-party sources. AnyFrom time to time, we face claims by third parties that we violated their intellectual property rightsrights, couldwhich may result in termination of the relevant source agreement, litigation or reputational damage, or may require us to enter into royalty and licensing agreements on unfavorable terms or to stop selling or redesign affected products, which could materially and adversely affect our business, financial condition or results of operations.products.

•Our products and services are delivered electronically, and our customers rely on our ability to process transactions rapidly and deliver substantial quantities of data on computer-based networks. Our customers also depend on the continued capacity, reliabilityreliability, resiliency, and security of our electronic delivery systems, our websites and the Internet.

•Our ability to deliver our products and services electronically may be impaired due to infrastructure or network failures, malicious or defective software, human error, natural disasters, service outages at cloud or third-party Internet providers or increased government regulation. Delays in our ability to deliver our products and services electronically may harm our reputation and result in the loss of customers.

•Our ability to conduct business may be materially and adversely impacted by a disruption in the infrastructure that supports our businesses and the communities in which we are located, including New York City, the location of our headquarters, and major cities worldwide in which we have offices.offices and operations.

•This may include a disruption involving physical or technological infrastructure used by us or third parties with or through whom we conduct business, whether due to human error, natural disasters, power loss, telecommunication failures, cyber attacks, data breaches, break-ins, sabotage, intentional acts of vandalism, acts of terrorism, political unrest, war or otherwise. Technology failures could also result from inadequate implementation or poor governance. Our efforts to secure and plan for potential disruptions of our major operating systems are not always successful, and future disruptions could have a material adverse effect on theour Company.business, financial condition or results of operations.

•OnWe Mayhave 30,at 2024, wetimes experienced anoutages outageand causedother bydisruptions andue erroneousto internal modificationsystem ofor codehuman errors and could in anthe enterprisefuture technologybe tool. The outage resulted in loss of accesssubject to aoutages significantor amountother ofdisruptions our products and services for various periods of time, ranging from approximately 1 hourdue to approximatelysimilar 52 hours. Although this outage did not have a material adverse effect on the Company, it called our attention to certain deficiencies in our controls and system architecture.errors. While we have taken steps to address these deficiencies,errors, we may experience outages or other disruptions in the future, and such outages or disruptions maycould have a material adverse effect on theour Company.business, financial condition or results of operations.

•We also do not have fully redundant systems for most of our smaller office locations and low-risk systems, and our disaster recovery plan does not include restoration of non-essential services. If a disruption occurs in one of our locations or systems and our personnel in those locations or those who rely on such systems are unable to utilize other systems or communicate with or travel to other locations, such persons’ ability to service and interact with our clients and customers may suffer.

Exposure to litigation and government and regulatory proceedings, investigations and inquiries (including market studies) could have a material adverse effect on our business, financial condition or results of operations.

•In the normal course of business, both in the U.S. and abroad, we and our subsidiaries are defendants in numerous legal proceedings and are often the subject of government and regulatory proceedings, investigations and inquiries (including market studies),inquiries, as discussed under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in this Annual Report on Form 10-K and in Note 13 – Commitments and Contingencies to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data, in this Annual Report on Form 10-K, and we face the risk that additional proceedings, investigations and inquiries (including market studies) will arise in the future.

•Many of these proceedings, investigations and inquiries (including market studies) regularly relate to the activity of our Ratings, Indices, and Commodity InsightsEnergy businesses. In addition, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and regulations, including those related to our regulated products and services, antitrust matters, and other matters, such as environmental, social and governance (“ESG”) matters. From time to time, we also face proceedings, investigations or inquiries related to tax matters. Enhancements to our products and services combined with evolving regulation requires us to continuously evaluate our regulatory and compliance obligations, and government and self-regulatory agencies may conduct investigations to determine whether our products and services subject us to additional regulations. Any of these proceedings, investigations or inquiries (including market studies) impose additional expenses on the Company, require the attention of senior management, and could ultimately result in adverse judgments, damages, fines, penalties, activity restrictions, reduced demand for our products and services, or negative impacts on our cash flows, which could have a material adverse effect on our business, financial condition or results of operations.

Changes and increased enforcement in the global privacy, data localizationlocalization, operational resilience, and data protection legislative, regulatory, and commercial environments in which we operate may materially and adversely impact our ability to collect, compile, use, and publish datadata, require us to disclose information about our security environment, and maycould impacthave a material adverse effect on our business, financial results.condition or results of operations.

•We, and certain types of information we collect, compile, store, use, process, transfer, publish and publish,sell, are subject to numerous U.S. federal and state laws and non-U.S. regulations governing the protection of personal and confidentialsensitive information of our clients, employees and products in the various jurisdictions in which we operate. We move data across national borders to conduct our operations, and consequently, are subject to a variety of evolving laws and regulations regarding privacy, data protection, and data security in an increasing number of jurisdictions. Further, global privacy, data localization, data maintenance, data transfertransfer, andoperational resilience (e.g., the E.U. Digital Operational Resilience Act), data protection legislation, regulatory, enforcement, and policy activity are rapidly and continually evolving and creating a complex regulatory compliance environment. There is also increasing public concern among certain privacy and data protection advocates, government regulators, litigators, and the press regarding marketingregarding, and privacyresulting mattersincreasing asregulations wellof, asprivacy, datadata, protection,and particularlyconsumer asprotection theyissues. relateCertain laws and regulations to individualwhich privacy,we threatsare subject pertain to personalpersonally information,identifiable information (“PII”) relating to individuals. Such laws and perceivedregulations nationalconstrain securitythe interests.collection, use, processing, storage, and transfer of PII, and impose other obligations with which we must comply. Costs and adaptation of our business practices to comply with evolving laws and implementregulations governing and restricting the increasing privacy-related and data protection, data maintenanceprocessing and transfer restrictionof measurescertain havedata been,is, and we expect will continue to be, significant, particularly as the laws and regulations across jurisdictions change frequently and sometimes conflict.significant. In addition, such measures, as well as any associated inquiries or investigations or any other government actions, increase our operating costs and require significant management time and attention, and may result in negative publicity and subject us to significant costs that may harm our business, including fines or damages as well as demands or orders that we modify or cease existing business practices. The risks of inadvertent disclosure of personal data can increase with the introduction of new and complex technologies, further exacerbating such risks.

•There has been increased public attention regarding the use and transfer of personal information, accompanied by examinations of regulated entities, and legislationinformation and regulations intended to strengthen data protection, information security and consumer and personal privacy. The law in these areas continues to develop and the changing nature and interpretationsinterpretation of these laws by courts of privacy and dataenforcement protection laws around the world,actions, including in jurisdictions such as the U.S. (including in an increasing number of U.S. states), the European Union (the “EU”), the People’s Republic of China and India, could have a significant impact on our processing of personalemployee, commercial, vendor, and sensitive information of our employees, vendors and customers and othercustomer data, and in turn, our business practices.

•We devote meaningful time and financial resources to compliance with current and future applicable international and U.S. privacy, cybersecurity, data protection and related laws and regulations. We have made, and expect to continue to make, capital investments and other expenditures to addressenhance cybersecurity preparedness and prevent future cyber incidents and breaches, including costs associated with additional security technologies, personnel, experts and credit monitoring services for those whose data has been breached.experts. Any such expenses that we incur in the future, which could be material, will impact our results of operations in the period in which they are incurred, but may not meaningfully limit the success of future attempts to compromise our information or information technology systems.

•Continued privacy and data protection concerns may result in new or amended laws and regulations. Future laws and regulations with respect to the collection, compilation, use, and publication of information and consumer privacy could result in limitations on our operations,operations or data processing, leading to increased compliance or litigation expense,expense and/or adverse publicity,publicity or loss of revenue, which could have a material adverse effect on our business, financial condition, andor results of operations. It is also possible that we could be prohibited from collecting or disseminating certain types of data, which could affect our ability to meet our customers’ needs or require changes in our processes, technologies, and data management.

•We are also from time to time subject to, or face assertions that we are subject to, additional obligations relating to personal and other data by contract or due to assertions that self-regulatory obligations or industry standards apply to our practices. We are also subject to the terms of our privacy policies and privacy-related obligations to third parties, and could face claims or allegations that we are not in compliance with such terms, which could result in costly litigation and could have a material adverse effect on our business, financial condition or results of operations.

•RecentRecently Issued or Adopted Accounting Standards

We are a global, diversified, and highly differentiated provider of creditbenchmarks, ratings, benchmarks,data, analytics and workflow solutions in the global capital, commodityenergy and commodity, and automotive markets. The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; the energy and commodity markets include producers, consumers, traders and intermediaries within energy, chemicals, shipping, metals, carbon and agriculture; and the automotive markets include manufacturers, suppliers, dealerships, service shops and customers.

Our operations consist of five businesses: S&P Global Market Intelligence (“Market Intelligence”), S&P Global Ratings (“Ratings”), S&P Global Commodity InsightsEnergy (“Commodity InsightsEnergy”), S&P Global Mobility (“Mobility”) and S&P Dow Jones Indices (“Indices”).

•Ratings is an independent provider of credit ratings, research and analytics, offering investors and other market participants information, ratings and benchmarks.analytics.

•Commodity InsightsEnergy is a leading independent provider of information and benchmark prices for the commodityenergy and energycommodity markets.

As of May 2, 2023, we completed the sale of S&P Global Engineering Solutions (“Engineering Solutions”), a provider of engineering standards and related technical knowledge, and the results are included through that date. See Note 2 — Acquisitions and Divestitures to the consolidated financial statements under Item 8, Consolidated Financial Statements and Supplementary Data, in this Annual Report on Form 10-K for further discussion.

2 Operating profit for the year ended December 31, 2025 includes gain on dispositions of $273 million, employee severance charges of $157 million, disposition-related costs of $92 million, acquisition-related costs of $48 million, legal costs of $48 million, Executive Leadership Team transition costs, net of $42 million, lease impairments of $21 million, a statutorily required labor law accrual adjustment of $9 million, legal settlement recovery of $3 million and an asset write-off of $1 million. Operating profit for the year ended December 31, 2024 includes employee severance charges of $127 million, IHS Markit merger costs of $133 million, gain on dispositions of $59 million, legal settlement costs of $20 million, disposition-related costs of $9 million, Executive Leadership Team transition costs of $8 million, a statutorily required bonus accrual adjustment of $7 million, lease impairments of $2 million and a net acquisition-related benefit of $1 million. Operating profit for the year ended December 31, 2023 includes IHS Markit merger costs of $236 million, employee severance charges of $184 million, acquisition-related costs of $77 million, loss on dispositions of $70 million, disposition-related costs of $24 million, lease impairments of $14 million, asset impairments of $9 million and an asset write-off of $1 million. Operating profit for the year ended December 31, 2022 includes a gain on dispositions of $1.9 billion, IHS Markit merger costs of $619 million, employee severance charges of $289 million, a S&P Foundation grant of $200 million, disposition-related costs of $24 million, a gain on acquisition of $10 million, an asset impairment of $9 million, lease impairments of $5 million, legal costs of $5 million, an asset write-off of $4 million and an acquisition-related benefit of $4 million. Operating profit also includes amortization of intangibles from acquisitions of $1.1 billion for the years ended December 31, 2025, 2024 and 2023, and $959 million for the year ended December 31, 2022.2023.

Operating profit decreasedincreased 19%.16%. Excluding the unfavorable impact of a higher gain on dispositions in 20222025 of 398 percentage points, higher acquisition-relatedIHS Markit merger costs in 20232024 of 25 percentage points and higher amortization of intangibles from acquisitions in 20232024 of 1 percentage point, partially offset by higher disposition-related costs in 2025 of 3 percentage points, partially offset by the impact of higher IHS Markit mergeracquisition-related costs in 20222025 compared to a net acquisition-related benefit in 2024 of 82 percentage points, the impact of a S&P Foundation grant in 2022 of 4 percentage points and higher employee severance charges in 20222025 of 21 percentage points,point, and higher lease impairments in 2025 of 1 percentage point, higher Executive Leadership Team costs in 2025 of 1 percentage point and higher legal costs in 2025 of 1 percentage point, operating profit increased 11%. The increase was primarily due to revenue growth,growth and decreased incentives, partially offset by expenses associated with the merger with IHS Markit, higher compensation costs driven by annual merit increases and increasedadditional incentives.headcount, and investments in strategic initiatives. Foreign exchange rates had a favorable impact of less than 1 percentage point.

We are a global, diversified, and highly differentiated provider of creditbenchmarks, ratings, benchmarks,data, analytics and workflow solutions in the global capital, commodityenergy and commodity, and automotive markets. Our purposemission is toAdvancing accelerateEssential progress. We seek to deliver on this purpose in line with our core values of integrity, discovery and partnership.Intelligence.

•AcceleratingExpand growthHigh-Growth in transformational adjacencies.Adjacencies

Revenue increased 14%8% as compared to 2023.2024. Subscription revenue increased in 20242025 primarily due to growth in Data, Analytics & Insights, growth for work flow solutions atin Enterprise Solutions, data feed products within DataSolutions and Advisorygrowth Solutions,in RatingsXpress®, RatingsDirect®, andpartially Creditoffset Analyticsby withinthe Creditunfavorable &impact Riskof Solutionsthe andsale Marketof IntelligenceFincentric Desktopin productsAugust of 2024 at Market Intelligence,Intelligence; continued demand for Commodity InsightsEnergy market data and market insights products and; new business growth within the Dealer business andbusiness, strong underwriting volumes and market share growth within the Financial businessbusiness, and the favorable impact of improved contract terms at Mobility,Mobility; partiallyand offsethigher bydata asubscription decreaserevenue at Engineering Solutions due to its sale on May 2, 2023.Indices. Non-subscription / transaction revenue increased primarilydriven due toby growth in corporate bond ratings revenue and bankstructured loan ratingsfinance revenue drivenat by increased issuance volumes due to higher refinancing activity.Ratings. Non-transaction revenue increased primarily due to an increase in surveillance revenue and an increase in newrevenue entityat creditour ratingsCrisil revenue.subsidiary at Ratings. Asset linked fees increased at Indices primarily due to higher levels of assets under management for ETFs and mutual funds and higher over-the-counter derivatives revenue.funds. The increase in sales-usage based royalties was driven by higher exchange-traded derivative revenue at Indices and the licensing of our proprietary market data to commodity exchanges at Commodity Insights.Energy. Recurring variable revenue at Market Intelligence increased due to increased volumes. Revenue at Market Intelligence was favorably impacted by the acquisition of Visible Alpha in May of 2024 and unfavorably impacted by the divestitures of Fincentric and the PrimeOne business in August of 2024 and November of 2024, respectively. Revenue at Commodity Insights was favorably impacted by the acquisition of World Hydrogen Leaders in May of 2024. Revenue at Mobility was favorably impacted by the acquisition of Market Scan in February of 2023. See “Segment Review” below for further information.

Revenue increased 12%14% as compared to 2022.2023. Subscription revenue increased in 20232024 primarily due to thegrowth impactin ofData, theAnalytics merger& withInsights, IHSgrowth Markit.for Subscriptionwork revenueflow solutions at Enterprise Solutions and growth in DesktopRatingsXpress®, products,RatingsDirect® and Credit & Risk Solutions and Data & Advisory Solutions at Market Intelligence,Analytics, continued demand for Commodity InsightsEnergy market data and market insights products and highernew databusiness subscriptiongrowth revenuewithin the Dealer business and strong underwriting volumes within the Financial business at Indices,Mobility, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023. Non-subscription / transaction revenue increased primarily due to the impact of the merger with IHS Markit, growth in corporate bond ratings revenue and bank loan ratings revenue driven by increased issuance volumes due to higher refinancing activity at Ratings and an increase in conference revenue at Commodity Insights, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023.activity. Non-transaction revenue increased due to an increase in surveillance revenue and an increase in revenue at our Crisil subsidiary, partially offset by a decrease in new entity credit ratings revenue. Asset linked fees remained relatively unchangedincreased at Indices primarily due to higher average levels of assets under management for ETFs,ETFs offsetand bymutual productfunds mix.and higher over-the-counter derivatives revenue. The increase in sales-usage based royalties was primarily driven by higher exchange-traded derivative revenue at Indices and an increase in sales usage-based royalties from the licensing of our proprietary market data to commodity exchanges at Commodity Insights.Energy. Recurring variable revenue at Market Intelligence increased due to increased volumes. Revenue at Market Intelligence was favorably impacted by the impactacquisition of theVisible mergerAlpha within IHSMay Markitof 2024 and fixedunfavorably incomeimpacted newby issuancethe volumes.divestitures of Fincentric and the PrimeOne business in August of 2024 and November of 2024, respectively. Revenue at Energy was favorably impacted by the acquisition of World Hydrogen Leaders in May of 2024. Revenue at Mobility was favorably impacted by the acquisition of Market Scan in February of 2023. See “Segment Review” below for further information.

The unfavorablefavorable impact of foreign exchange rates reducedincreased revenue by less than 1 percentage point. This impact refers to constant currency comparisons estimated by recalculating current year results of foreign operations using the average exchange rate from the prior year.

The following Management’s Discussion and Analysis (“MD&A”) provides a narrative of the results of operations and financial condition of S&P Global Inc. (together with its consolidated subsidiaries, “S&P Global,” the “Company,” “we,” “us” or “our”) for the three and six months ended MarchJune 31,30, 2026. The MD&A should be read in conjunction with the consolidated financial statements, accompanying notes and MD&A included in our Form 10-K for the year ended December 31, 2025 (our “Form 10-K”), which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The MD&A includes the following sections:

•Results of Operations — Comparing the Three and Six Months Ended MarchJune 31,30, 2026 and 2025

We are a global, diversified, and highly differentiated provider of benchmarks, data, analytics and workflow solutions in the global capital,capital and energy and commodity, and automotivecommodity markets. The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; and the energy and commodity markets include producers, consumers, traders and intermediaries within energy, chemicals, shipping, metals, carbon and agriculture;agriculture. We serve our global customers through a broad range of products and theservices automotiveavailable marketsthrough includeboth manufacturers, suppliers, dealerships, service shopsthird-party and customers.proprietary distribution channels.

Key results for the three monthsperiods ended MarchJune 3130 are as follows:

Revenue increased 10% driven by increases at all of our reportable segments. The increase at Ratings was driven by both transaction and non-transaction revenue. Transaction revenue increased due to higher corporate bond ratings revenue primarily driven by strong investment grade issuance, partially offset by lower bank loan ratings revenue.issuance. Non-transaction revenue increased primarily due to an increase in surveillance revenuerevenue, higher Ratings Evaluation Service (“RES”) activity and an increase in revenue at our Crisil subsidiary. Excluding the impact of recent acquisitions and a disposition, the increase at Market Intelligence was primarily due to subscription revenue growth in Data, Analytics and Insights, growth for Lending Solutions in Enterprise Solutions, subscription revenue growth in Data, Analytics & Insights, and growth in RatingsXpress® and RatingsDirect®. An increase in recurring variable revenue due to increased volumes also contributed to revenue growth at Market Intelligence. The increase at Indices was primarily due to an increase in asset linked fees revenue driven by higher levels of assets under management for ETFs and mutual funds, higher exchange-traded derivative revenue and higher data subscription revenue. The increase at Energy was primarily due to increased attendance at CERAWeek in 2026, continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts and an increase in sales usage-based royalties revenue.contracts. The increase at Mobility was primarily due to continued new business growth within the Dealer business, solid underwriting volumes within the Financial business and the favorable impact of improved contract terms. Foreign exchange rates had a favorable impact of less than 1 percentage point.

Operating profit increased 27%.17%. Excluding the impact of ahigher disposition-related costs in 2026 of 8 percentage points, partially offset by higher legal costs in 2025 of 3 percentage points, higher gain on dispositions in 2026 of 141 percentage points,point employeeand severancehigher charges in 2025amortization of 3intangibles percentagefrom points and ELT transition costsacquisitions in 2025 of 1 percentage point, partially offset by higher disposition related costs in 2026 of 3 percentage points, operating profit increased 12%.14%. The increase was primarily due to revenue growth, partially offset by higher compensation costs driven by annual merit increases and additional headcount, and investments in strategic initiatives. Foreign exchange rates had ana favorable impact of 21 percentage points.point.

We are a global, diversified, and highly differentiated provider of benchmarks, data, analytics and workflow solutions in the global capital,capital and energy and commodity, and automotivecommodity markets. Our mission is Advancing Essential Intelligence.

•Enabling growth, innovation, and operating leverage through our integrated operating model that removes siloes across enterprise data, enterprise technology, and client coverage teams.teams;

RESULTS OF OPERATIONS — COMPARING THE THREE AND SIX MONTHS ENDED MARCHJUNE 31,30, 2026 AND 2025

The following table provides consolidated revenue information for the three monthsperiods ended MarchJune 3130:

Revenue increased 10% as compared to the three months ended MarchJune 31,30, 2025. Subscription revenue increased in 2026 primarily due to growth in Data, Analytics & Insights, growth for Lending Solutions in Enterprise Solutions and growth in RatingsXpress® and RatingsDirect® and the impact of recent acquisitions at Market Intelligence; new business growth within the Dealer business, solid underwriting volumes and market share growth within the Financial business and the favorable impact of improved contract terms at Mobility; continued demand for Energy market data and market insights products; and higher data subscription revenue at Indices. Non-subscription / transaction revenue increased primarily due to higher corporate bond ratings revenue, partially offset by lower bank loan ratings revenue at Ratings, and an increase in conference revenue at Energy.Ratings. Non-transaction revenue increased primarily due to an increase in surveillance revenuerevenue, higher RES activity and an increase in revenue at our Crisil subsidiary at Ratings. Asset linked fees increased at Indices primarily due to higher levels of assets under management for ETFs and mutual funds. The increase in sales-usage based royalties was driven by higher exchange-traded derivative revenue at Indices and the licensing of our proprietary market data to commodity exchanges at Energy.Indices. Recurring variable revenue at Market Intelligence increased due to increased volumes. See “Segment Review” below for further information.

The following tables provide an analysis by segment of our operating-related expenses and selling and general expenses for the periods ended MarchJune 3130:

1 In 2026, selling and general expenses include employee severance charges of $15 million, acquisition-related costs of $9$2 million, a statutorily required labor law accrual adjustment of $2 million and disposition-related costs of $3$1 million. In 2025, selling and general expenses include employee severance charges of $14$19 million, acquisition-related costs of $7 million, Executive Leadership Team transition costs of $4 million and disposition-related costs of $1$2 million.

52 In 2026, selling and general expenses include employee-relatedemployee severance charges of $8 million. In 2025, selling and general expenses include legal costs of $1$27 million and acquisition-relatedemployee costsseverance charges of $1$8 million.

7 In 2026, selling and general expenses include disposition-related costs of $23$56 million, employee severance charges of $11 million and leaseacquisition-related impairmentscosts of $5$1 million. In 2025, selling and general expenses include employee severance charges of $10$12 million, disposition-related costs of $9 million, Executive Leadership Team transition costs of $8$5 million, legal costs of $2 million, a lease impairment of $6$2 million andmillion, acquisition-related costs of $2$1 million and an asset write-off of $1 million.

Operating-related expenses increased 7%4% primarily driven by higher compensation costs driven by annual merit increases and additional headcount partially associated with recent acquisitions at Market Intelligence.Intelligence, and an increase in strategic initiatives.

Selling and general expenses increased 5%.9%. Selling and general expenses increased 6%5% excluding the impact in 2026 of higher disposition-related costs of 97 percentage points, partially offset by employeehigher severance charges in 2025 of 8 percentage points and ELT transitionlegal costs in 2025 of 23 percentage points. The increase was primarily driven by higher compensation costs driven by annual merit increases and additional headcount partially associated with recent acquisitions at Market Intelligence, and an increase in strategic initiatives.

During the threesix months ended MarchJune 31,30, 2026, we recorded a pre-tax gain of $175$186 million ($178 million after-tax) related to the following dispositions, which was included in Gain on dispositions in the consolidated statement of income:

•OnIn JanuaryApril 12,of 2026, we completed the sale of the Enterprise Data Management and thinkFolio businesses withinsold our Marketfacility Intelligenceat segmentCentennial, to Symphony Technology Group (“STG”), a private equity firm focused on building and scaling market-leading software, data and analytics companies.Colorado. During the three and six months ended MarchJune 31,30, 2026, we recorded a pre-tax gain of $172$11 million ($168$8 million after-tax) in Gain on dispositions in the consolidated statementstatements of income related to the sale of the Enterprise Data Management and thinkFolio businesses within our Market Intelligence segment.Centennial.

The tables below reconcile segment operating profit to total operating profit for the three monthsperiods ended MarchJune 3130:

1 2026 includes gainemployee onseverance dispositioncharges of $172$15 million, acquisition-related costs of $9$2 million, a statutorily required labor law accrual adjustment of $2 million and disposition-related costs of $3$1 million. 2025 includes employee severance charges of $14$19 million, acquisition-related costs of $7$4 million, Executivea Leadershipgain Teamon transition costsdisposition of $4$3 million and disposition-related costs of $1$2 million. 2026 and 2025 include amortization of intangibles from acquisitions of $156$153 million and $148$150 million, respectively.

2 20252026 includes employee severance charges of $2$8 million. 2025 includes legal costs of $27 million and employee severance charges of $8 million. 2026 and 2025 include amortization of intangibles from acquisitions of $1 million and $2 million, respectively.

3 2026 includes employee severance charges of $8 million, asset impairment of $4 million, acquisition-related costs of $3 million and disposition-related costs of $1 million and acquisition-related costs of $1$2 million. 2025 includes employee severance charges of $6$4 million. 2026 and 2025 include amortization of intangibles from acquisitions of $32 million and $33 million, respectively.million.

4 2026 includes disposition-related costs of $13$21 million. 2025 includes employee severance charges of $5 million. 2026 and 2025 include amortization of intangibles from acquisitions of $76 million.

5 2026 includes employee-relatedemployee costsseverance charges of $1 million and acquisition-relatedemployee-related costs of $1 million. 2026 and 2025 include amortization of intangibles from acquisitions of $10 million and $9 million, respectively.