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Item 1A. Risk Factors

2026-10-20 compared with 2025-10-22 · 145 added, 98 removed, 207 unchanged (54% of the section changed)

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Cybersecurity, Technology and Data Security Risks

Unauthorized access to confidential data including client data, other cyber-attacks, and the failure of our cyber-security systems and procedures

Unauthorized access to confidential data including client data, other cyber-attacks, and the failure of our cybersecurity systems and procedures

Many of our products, as well as our internal systems and processes, involve the collection, retrieval, processing, storage and transmission of our own, as well as supplier and client, proprietary information and sensitive or confidential data through a variety of media channels.

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However, these measures do not guarantee security, and improper access to or release of confidential information may still occur—whether due to employee error or malfeasance, system error, inadvertent release, failure to properly purge or protect data, or through cyber-attacks.

Our size, scale and role in the financial markets increases our risk for cyber-attacks and our exposure to other cyber-security risks.

We use third-party service providers for certain critical functions.

We and our third-party service providers are subject to the risks of system failures, security breaches and cyber-attacks, such as those sponsored by nation-states, terrorist organizations, or global corporations seeking to illicitly obtain technology or other intellectual property, including through the use of generative AI, agentic AI, phishing scams, hacking, viruses, denial of service attacks, tampering, intrusions, physical break-ins, ransomware and malware, employee errors or malfeasance.

Cyber-security risks also may be derived from fraud or malice on the part of our employees or third-party service providers, or may result from human error, software bugs, server malfunctions, software or hardware failures or other technological failures.

Our and our vendors' use of mobile and cloud technologies may increase our risk for such threats.

Our protective systems and procedures and those of third parties to which we are connected, such as cloud computing providers, may not be effective against these threats.

In addition, failure by our clients or third-party service providers to notify us of system failures or security breaches in a timely manner could lead to unauthorized access to our systems and data, resulting in adverse effects on our business, operating results or financial condition.

We also make acquisitions periodically.

While significant effort is placed on addressing information technology security issues with respect to the companies we acquire, we may inherit such risks when these acquisitions are integrated into our infrastructure.

Our size, scale and role in the financial markets increase our exposure to cyber-attacks and other cybersecurity risks.

We and the third-party service providers we rely on for certain critical functions are subject to system failures, security breaches and cyber-attacks - including those sponsored by nation-states, terrorist organizations, or others seeking to illicitly obtain technology or intellectual property - as well as to fraud or malice by employees or vendors, human error, software or hardware failures, and the risks associated with our use of mobile and cloud technologies.

These threats take many forms, including the use of generative and agentic AI, phishing, hacking, viruses, denial of service attacks, tampering, intrusions, physical break-ins, ransomware and malware.

Cyber-attacks continue to evolve in sophistication, frequency and volume, including as threat actors exploit generative and agentic AI to discover and exploit vulnerabilities at unprecedented speed and scale, and may be difficult to detect for long periods of time.

Our protective measures, and those of the third parties to which we are connected, may not be effective, and a failure by our clients or third-party providers to notify us of an incident in a timely manner could delay our response and increase the resulting harm.

As a result, we may not be able to anticipate, prevent or detect all attacks, and we are exposed to heightened risks of cyber-attacks or other security incidents.

In addition, future advances in computing, including quantum computing, could weaken or render obsolete the encryption and other security measures on which we and our third parties rely, including through the potential future decryption of data captured today.

We also make acquisitions periodically, and we may inherit cybersecurity risks when these acquisitions are integrated into our infrastructure.

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.

While we have dedicated resources responsible for maintaining appropriate levels of cybersecurity, and implemented systems and processes intended to help identify cyberattacks and protect and remediate our network infrastructure, we may not be able to anticipate, prevent or detect all such attacks.

As these threats continually evolve, we are required to devote additional resources and investment to modify or enhance our systems and processes, including patch and vulnerability management, which we may not be able to do in a timely or complete manner, or without adversely impacting our business, financial condition or results of operations.

We make a range of commitments to our clients regarding our security practices, processes and security posture.

If we do not adequately implement and enforce these security practices to the satisfaction of our clients, we could be in violation of our commitments to our clients.

Cyberattacks, security breaches or third-party reports of perceived security vulnerability to our systems, even if no breach has occurred, also could damage our brand and reputation, result in litigation, regulatory actions, loss of client confidence and increased legal liability.

While we maintain insurance coverage that is 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 the majority of the costs, losses or types of claims.

We make a range of commitments to our clients regarding our security practices and posture, and if we do not adequately implement and enforce them, we could be in violation of those commitments.

Cyberattacks, security breaches or third-party reports of perceived vulnerability, even if no breach has occurred, could damage our brand and reputation, result in litigation, regulatory actions, loss of client confidence and increased legal liability.

While we maintain insurance intended to address certain cybersecurity and data protection risks, it may not cover all or the majority of the costs, losses or types of claims.

We maintain, and continue to invest in, a cybersecurity program designed to identify, prioritize and mitigate these risks, including a multi-year strategy to further enhance our security posture, controls and resiliency and to remediate control gaps as they are identified.

As threats continue to evolve, we must devote additional resources to modify and enhance our systems and processes, including patch and vulnerability management, and these efforts may not be completed on the timeframe we anticipate, may require significant additional investment, and may not be sufficient to prevent or mitigate every cyberattack or security incident.

A prolonged or recurring outage and other business continuity disruptions could result in a reduced or total loss of service;

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Our computer operations, as well as our other business centers, and those of our suppliers and clients, may be vulnerable to interruption by fire, natural disaster, public health crisis (e.g., pandemics), extreme weather or climate conditions, power loss, telecommunication failures, terrorist attacks, acts of war or civil unrest, internet failures, computer viruses, security breaches, employee or systems errors, and other events beyond our reasonable control.

In addition, in remote work environments, the daily activities and productivity of our workforce is now more closely tied to key vendors consistently delivering their services without material disruption.

In addition, in remote work environments, the daily activities and productivity of our workforce are now more closely tied to key vendors consistently delivering their services without material disruption.

Our ability to deliver information using the internet and to operate in a remote working environment may be impaired because of infrastructure failures, service outages at third-party internet providers, malicious attacks, or other factors.

We also currently use multiple providers of cloud services;

We currently use multiple providers of cloud services;

however, one supplier provides the majority of our cloud computing support.

While we believe this provider to be reliable, we have limited control over its performance, and a disruption or loss of service from this provider could impair our system's operation and our ability to operate for a period of time.

We have limited control over its performance, and a disruption or loss of service from this provider could impair our system's operation and our ability to operate for a period of time.

We maintain back-up facilities and certain other redundancies for each of our data centers to minimize the risk that any event will disrupt those operations, but if we were to suffer such an event it may mean we are unable to provide our service for a prolonged period of time, and our IT disaster recovery processes may not be adequate.

In addition, changes we make to our systems, software, infrastructure and processes, including new releases, updates, migrations and configuration changes, could introduce errors, defects or instability that degrade or interrupt our services, and our change-management and testing practices may not identify or prevent such issues before they affect clients.

From time to time we have experienced outages across certain of our products and service providers, and we may still experience outages or other disruptions in the future, and such outages or disruptions may have a material adverse effect on the Company.

We are currently implementing a multi-year project to enhance our information technology disaster recovery processes with modernized tooling and automation to maximize resiliency and minimize recovery time in the event of a service disruption.

We are currently implementing, and making progress on, a multi-year project to enhance our information technology disaster recovery processes with modernized tooling and automation to maximize resiliency and minimize recovery time in the event of a service disruption or outage.

However, a loss of our services involving our significant facilities may materially disrupt our business and may induce our clients to seek alternative data suppliers.

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Additionally, we may face significant increases in our use of power and data storage and may experience a shortage of capacity and increased costs associated with such usage.

Transition to new technologies, applications and processes could expose us to unanticipated disruptions or impacts

We may be unable to secure data center capacity, power and computing resources on acceptable terms to meet our future needs

Our business, and in particular our growth and our increasing use of AI, depends on access to data center capacity, power and computing resources, including specialized hardware, whether provided through our own facilities or, increasingly, through third-party cloud and data center providers.

Demand for these resources has grown rapidly across the industry, driven in significant part by AI, and has contributed to constrained availability and rising costs.

As our needs increase, we may be unable to procure sufficient capacity, power or computing resources when needed, in the locations we require, or on commercially acceptable terms, and we may face increased costs, delays in deploying new products and capabilities, or constraints on our ability to scale.

Any of the foregoing could adversely affect our operations, margins and our ability to execute our strategy, and could have a material adverse effect on our business, financial condition or results of operations.

Transition to new and emerging technologies, applications and processes could expose us to unanticipated disruptions or impacts

The technology landscape is constantly evolving.

To remain competitive, we must invest, adapt and migrate to new technologies, applications and processes, including the evolving use of AI technology and agentic AI (see " Our use of AI technologies may not be successful and may present business, compliance, and reputational risks " below for further discussion).

Use of more advanced technologies and infrastructure is critical to the development of our products and services, the scaling of our business for future growth, and the accurate maintenance of our data and operations.

The implementation of new technologies and infrastructure, such as migration to new cloud-based systems and increased utilization of AI internally and in our products and services, is complex and can involve substantial expenditures, as well as, risks inherent in the conversion to any new system, including potential loss of information and disruption to operations.

To remain competitive, we must invest, adapt and migrate to new and emerging technologies, applications and processes, including the evolving use of AI technology and agentic AI (see " Our use of AI technologies may not be successful and may present business, compliance, and reputational risks " below for further discussion).

Use of more advanced technologies and infrastructure is critical to the development of our products and services,

the scaling of our business for future growth, and the accurate maintenance of our data and operations.

The implementation of new and emerging technologies and infrastructure, such as migration to new cloud-based systems and increased utilization of AI internally and in our products and services, is complex and can involve substantial expenditures, as well as, risks inherent in the conversion to any new system, including potential loss of information and disruption to operations and compliance issues.

Use of open source software could introduce security vulnerabilities, impose unanticipated restrictions on our ability to commercialize our products and services, and subject us to increased costs

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or other courts.

Therefore, there

is a risk that our internal procedures controlling the use of open source code could fail, or that the licenses could be construed in a manner that imposes unanticipated conditions or restrictions on us.

Therefore, there is a risk that our internal procedures controlling the use of open source code could fail, or that the licenses could be construed in a manner that imposes unanticipated conditions or restrictions on us.

If any of this were to occur, we could be required to seek alternative third-party licenses at increased costs or reduced scope, to re-engineer products or systems, or potentially to discontinue the licensing of certain products.

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In addition, third parties may be able to use AI to create technology that could reduce demand for our products and services.

The introduction of AI technologies, particularly generative and agentic AI, into new or existing offerings may result in new or expanded risks and liabilities, due to enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality, data privacy or security risks, as well as other factors that could adversely affect our business, reputation, and financial results.

Even where our AI-enabled products and services are adopted, we may be unable to monetize them profitably.

The cost of developing, delivering and operating AI capabilities — including model licensing, inference and compute costs and the consumption of AI tokens — can be significant and variable, and has increased as we expand our use of AI.

Our historical pricing has been based substantially on subscription and user-based models, and our efforts to introduce consumption-, usage- or outcome-based pricing that better aligns the price of our AI-enabled offerings with their underlying cost and value may not succeed or may not be accepted by clients.

If client adoption or usage of our AI features exceeds our expectations, or if we are unable to accurately forecast usage, price our offerings appropriately, or pass through the associated costs, our AI-related costs may exceed the revenues these offerings generate, and increased usage could adversely affect our margins.

Conversely, if adoption develops more slowly than anticipated, we may be unable to recover our AI investments within the timeframe we expect, or at all.

Any of the foregoing could adversely affect our profitability, margins and results of operations.

The introduction of AI technologies, particularly generative and agentic AI, into new or existing offerings may result in new or expanded risks and liabilities, due to enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, negative client perceptions, confidentiality, data privacy or security risks, as well as other factors that could adversely affect our business, reputation, and financial results.

For example, AI technologies can lead to unintended consequences and errors, including generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation and expose us to liability.

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Use of AI technologies, and the evolving legal, regulatory and compliance framework for AI, could impact our ability to protect our data and intellectual property, as well as vendor and client information, and could expose us to intellectual property or other claims by third parties.

Use of AI technologies may also increase risks related to cyberattacks or other security incidents or result in a failure to protect confidential information.

Use of AI technologies may also increase risks related to cyberattacks or other security incidents or result in a failure to protect confidential information (see “ Unauthorized access to confidential data including client data, other cyber-attacks, and the failure of our cybersecurity systems and procedures ” for further discussion).

Laws and regulations governing AI are proliferating rapidly across the jurisdictions in which we operate, including the European Union’s Artificial Intelligence Act and a growing and divergent set of national, state and local requirements.

These frameworks are evolving, overlapping and in some cases conflicting, which makes it difficult and costly to

design, deploy and operate common, globally consistent AI systems, products and controls, and may require us to develop jurisdiction-specific approaches, restrict or delay the availability of certain AI capabilities in certain jurisdictions, or incur significant compliance costs.

Because AI technology is highly complex and rapidly developing, it is not possible to predict all of the legal, operational or technological risks that may arise relating to our use of AI.

These risks include the possibility of enhanced governmental or regulatory scrutiny, litigation or other legal liability, compliance issues, ethical concerns, negative client perceptions, confidentiality or security risks, as well as other factors.

Any of these issues could materially adversely affect our business, financial condition or results of operations.

AI technologies used in our products and processes may use or incorporate data from third-party sources, including information they input into the AI tools, which may expose us to risks associated with data rights and protection, such as risks associated with infringing, misappropriating or otherwise violating others’ intellectual property rights, and we may also be unable to protect our data from unintended use or access by third-party AI systems.

Our ability to develop, commercialize and scale AI-enabled products and services depends in significant part on our ability to obtain and maintain sufficient rights to use data, including our own proprietary data, data licensed from third-party suppliers, and data contributed by or relating to our clients, for the training, fine-tuning, grounding, retrieval and output-generation functions of AI models and applications.

If we are unable to secure data rights on commercially reasonable terms and at the scale required, we may be unable to fully realize the anticipated benefits of, or generate the expected revenues from, our investments in AI, our AI-enabled offerings may be delayed, constrained or rendered less competitive, and we may be exposed to claims of infringement, misappropriation or breach of contract, any of which could have a material adverse effect on our business, financial condition or results of operations.

Inadequate or inconsistent governance of our internal use of AI could expose us to security, operational, legal and reputational risks

We are rapidly expanding the use of AI technologies, including generative and agentic AI, across our products, internal systems and business processes.

The pace of adoption may outpace the maturity of our governance, controls and oversight.

If AI tools are adopted inconsistently or in a decentralized manner across our business, or are used outside of our established governance frameworks and approved environments, we may be exposed to increased operational, security, legal, regulatory and reputational risk.

The introduction of agentic AI, which can take autonomous actions across systems, may create new attack surfaces and novel security vulnerabilities that our existing controls were not designed to address.

Our policies, controls and monitoring may not keep pace with the rapid evolution of these technologies or with emerging legal and regulatory requirements.

Any failure to establish and enforce effective AI governance could result in security incidents, regulatory scrutiny or enforcement, litigation, harm to our reputation and client relationships, and could otherwise have a material adverse effect on our business, financial condition or results of operations.

Strategy and Market Demand Risks

We are undergoing significant organizational change and transformation, and our failure to execute these initiatives effectively could disrupt our business and adversely affect our results

We are undertaking a number of significant organizational, operational and strategic transformation initiatives, including changes to our organizational structure, reporting lines, leadership, product development organization, go-to-market approach, pricing models, and technology and data operations, as well as ongoing investment in AI.

These initiatives are complex, are being pursued concurrently, and place substantial demands on management attention and on our workforce.

In fiscal 2026, we appointed a new Chief Executive Officer, Chief Financial Officer, Chief People and Workforce Transformation Officer and Chief Technology Officer, among other leadership changes.

Significant management transitions of this kind, particularly when they occur concurrently and alongside broader organizational change, involve inherent risk.

Such transitions can be disruptive, may result in the loss of institutional or technical knowledge, may affect strategic continuity, execution and decision-making, and may take time to yield their intended benefits.

Undertaking too many changes simultaneously, or failing to sequence, resource, prioritize or communicate them effectively, could overwhelm our capacity to execute, disrupt our ongoing business operations, degrade product quality, delivery or client service, and divert resources from revenue-generating activities.

Transformation of this scale may also adversely affect employee morale, engagement and retention, including the potential loss of personnel with critical institutional or technical knowledge, and may strain our culture.

The costs and disruption associated with these initiatives may be greater than anticipated, and the anticipated benefits, efficiencies or growth may not be realized on the expected timeframe or at all.

Any of the foregoing could have a material adverse effect on our business, financial condition or results of operations.

Competition in our industry may cause price reductions or loss of market share, or limit our growth or profitability

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If our clients consolidate their spending with fewer suppliers, by selecting suppliers with lower-cost offerings or by self-sourcing their needs for financial market data, our business could be negatively affected.

In addition, an increasing amount of free or relatively inexpensive information continues to become available, particularly through the internet and the deployment of AI technologies, which could cause demand for our products and services to be reduced.

Advances in AI may enable our clients and other third parties to build their own solutions and may reduce demand for our products and services

A significant portion of the value we provide derives from the interfaces, applications, workflows, analytics and connectivity through which we deliver data and functionality to our clients.

Advances in generative and agentic AI can lower the cost, time and technical expertise required to aggregate and analyze data and to build software, and may make it increasingly feasible for our clients and other third parties to develop their own tools, interfaces and workflows, or to rely on lower-cost or more generalized AI applications, in place of our offerings.

This risk may be accelerated by the growing adoption of standards and protocols that make it easier to connect data and AI models directly, potentially reducing the role of, or demand for, the application and delivery layers on which a substantial part of our business depends.

If clients choose to build or adopt such alternatives, they may reduce or discontinue their use of our products and services, or pressure us to change our pricing or the way we package and deliver our offerings.

In addition, to the extent we make our data and capabilities more openly accessible through APIs, AI interfaces or other protocols in order to remain competitive and meet client demand, we may facilitate this substitution or make it more difficult to capture the full value of our offerings.

Our efforts to adapt our products, delivery models and pricing in response to these developments may not be successful or timely, and any of the foregoing could reduce demand for our products and services and have a material adverse effect on our business, financial condition or results of operations.

The continued shift from active to passive investing could negatively impact user count growth and revenues

The predominant investment strategy today is no longer active investing, which attempts to outperform the market.

The main advantage of active management is the expectation that the investment managers will be able to outperform market indices.

They make informed investment decisions based on their experiences, insights, knowledge and ability to identify opportunities that can translate into superior performance.

The main advantage of passive investing is that it closely matches the performance of market indices.

Passive investing requires little decision-making by investment managers and low operating costs which result in lower fees for the investor.

The predominant investment strategy today is no longer active investing, which attempts to outperform the market through informed decision-making.

Passive investing, which closely matches the performance of market indices, requires little decision-making by investment managers and low operating costs which result in lower fees for the investor.

A continued shift to passive investing, resulting in an increased outflow to passively managed index funds, could reduce demand for the services of active investment managers and consequently, the demand of our clients for our products and services.

A decline in equity and/or fixed income returns may impact the buying power of investment management clients

Uncertainty, downturns or volatility in the global economy and consolidation in the financial services industry may cause us to lose clients and users, or could reduce further growth

Many of our clients are asset and wealth managers, investment and commercial bankers, hedge funds, private equity and venture capital professionals, and other financial services entities.

Uncertainty or downturns in the global economy or a lack of confidence in the global financial system could negatively impact our clients, which could cause a corresponding negative impact on our business results.

Mergers, consolidation or contraction of our clients in the financial services industry also could directly impact the number of clients, prospective clients and users of our products and services.

If our clients merge with or are acquired by other entities that are not our clients, or that use fewer of our products and services, they may discontinue or reduce their use of our products and services.

Any of the foregoing could adversely affect our business, financial results and future growth.

A significant portion of our ASV is derived from our investment management clients, and the profitability and management fees of many of these clients are tied to assets under management.

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Each of these developments may result in lower demand from investment managers for our products and services, which could negatively affect our business.

Uncertainty or downturns in the global economy and consolidation in the financial services industry may cause us to lose clients and users

Many of our clients are asset and wealth managers, investment and commercial bankers, hedge funds, private equity and venture capital professionals, and other financial services entities.

Mergers, consolidation or contraction of our clients in the financial services industry also could directly impact the number of clients, prospective clients and users of our products and services.

Thus, economic uncertainty, economic downturns, lack of confidence in the global financial system, and consolidation in this sector could adversely affect our business, financial results and future growth.

Volatility or downturns in the financial markets may delay the spending pattern of clients and reduce future ASV growth

The decision on the part of large institutional clients to purchase our products and services often requires management-level sponsorship and typically depends upon the size of the client, with larger clients having more complex and time-consuming purchasing processes.

Further, decision on the part of large institutional clients to purchase our products and services often requires management-level sponsorship and typically depend upon the size of the client, with larger clients having more complex and time-consuming purchasing processes.

The process is also influenced by market volatility and market downturns.

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Purchases (and incremental ASV) may therefore be delayed as uncertainties or downturns in the financial markets may cause clients to remain cautious about capital and data content expenditures, particularly in uncertain economic environments.

Market volatility or market downturns may curtail our client's spending and lead them to delay or defer purchasing decisions or product service implementations, or cause them to cancel or reduce their spending with us, which could negatively impact our revenues and future growth.

Market volatility or market downturns may curtail our clients' spending and lead them to delay or defer purchasing decisions or product service implementations, or cause them to cancel or reduce their spending with us, which could negatively impact our revenues and future growth.

Failure to develop and market new products and enhancements that maintain our technological and competitive position and failure to anticipate and respond to changes in the marketplace for our products and client demands

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Defects, errors, or delays in our products that are significant, or are perceived to be significant, could result in rejection or delay in market acceptance, damage to our reputation, loss of revenues, lower rate of license renewals or upgrades, diversion of development resources, product liability claims or regulatory actions, or increases in service and support costs.

In addition, our products and services often require implementation, configuration, integration and onboarding before clients can realize their full value, and this is increasingly complex as we undergo a transformation and introduce new technologies and AI-enabled offerings.

If we do not implement, deploy and support our products effectively and on a timely basis, or if clients do not receive adequate onboarding, training or support, clients may not adopt or fully utilize our products, may become dissatisfied, may not renew or expand their subscriptions, or may reduce or terminate their use of our products and services, and we may incur higher service and support costs, any of which could adversely affect our revenues, ASV and results of operations.

Clients are seeking additional contractual protections that may create additional liabilities for us

Clients are increasingly looking to pass on contractual obligations to us, which may include service level, information and cyber-security requirements and audit rights.

Many of our clients in the financial services sector are also subject to regulations and requirements to adopt risk management processes commensurate with the level of risk and complexity of their third-party relationships (including as required under the European Union ("EU") Digital Operational Resilience Acts ("DORA")), and provide rigorous oversight of relationships that involve certain "critical activities," some of which may be deemed to be provided by us.

Clients are increasingly looking to pass on contractual obligations to us, which may include service level, information and cybersecurity requirements and audit rights.

Many of our clients in the financial services sector are also subject to regulations and requirements to adopt risk management processes commensurate with the level of risk and complexity of their third-party relationships (including as required under the European Union ("EU") Digital Operational Resilience Act ("DORA")), and provide rigorous oversight of relationships that involve certain "critical activities," some of which may be deemed to be provided by us.

Any failure on our part to comply with the specific provisions in client contracts, including having appropriate information security capabilities, could result in the imposition of various penalties, which may include termination of contracts, service credits, suspension of payments, contractual penalties, adverse monetary judgments, and, in the case of government contracts, suspension from future government contracting.

Even if the outcome of any claims brought against us were ultimately favorable, such a claim would require the time and attention of our management, personnel, as well as financial and other resources and potentially pose a significant disruption to our normal business operations and reputational damage.

Even if the outcome of any claims brought against us

were ultimately favorable, such a claim would require the time and attention of our management, personnel, as well as financial and other resources and potentially pose a significant disruption to our normal business operations and reputational damage.

Failure to identify, integrate, or realize anticipated benefits of acquisitions and strains on resources as a result of growth

In fiscal 2025, we completed several corporate transactions, including the acquisition of Irwin, LiquidityBook and LogoIntern.

We have historically pursued, and expect to continue to pursue, acquisitions and other strategic transactions as part of our growth strategy, although the level of such activity varies from period to period and may be limited or absent in any given year.

There can be no assurance that we will be able to identify suitable candidates for successful acquisition at acceptable prices.

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Failure to maintain reputation

We enjoy a positive reputation in the marketplace.

Our ability to attract and retain clients and employees is affected by external perceptions of our brand and reputation.

Reputational damage from negative perceptions or publicity, including, without limitation, market perception of our sustainability and corporate responsibility policies and practices, could affect our ability to attract and retain clients and employees and our ability to maintain our pricing for our products and services.

Reputational damage from negative perceptions or publicity, including, without limitation, market perception of our sustainability and corporate responsibility policies and practices and our adoption of and use of emerging technologies, could affect our ability to attract and retain clients and employees and our ability to maintain our pricing for our products and services.

Although we monitor developments for areas of potential risk to our reputation and brand, negative perceptions or publicity could have a material adverse effect on our business and financial results.

Increased scrutiny with respect to sustainability matters

Increased scrutiny with respect to environmental, social and governance matters

New laws, regulations, policies, and international agreements relating to environmental, social and governance (“ESG”) matters are being developed and formalized in Europe and elsewhere globally, which requires us to comply with specific, target-driven frameworks, disclosure and other requirements in multiple jurisdictions.

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We may face criticism in respect of our climate and ESG products.

We may also face increased scrutiny from political leaders, organizations or groups criticizing ESG or climate-focused products, or our compliance with global ESG regulations.

Simultaneously, there are efforts by some stakeholders to reduce companies' efforts on certain environmental, social and sustainability-related initiatives.

Both advocates and opponents of these matters are increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives.

Such scrutiny may impact demand for our products or limit our ability to attract and retain clients, resulting in adverse effects on our business, operating results or financial condition.

Additionally, many of our business partners and suppliers may be subject to similar reporting and stakeholder expectations, which may augment or create additional risks, including risks that may not be known to us.

Operational Risks

W e depend on third-party vendors, partners and service providers, and disruptions to or failures by these third parties could adversely affect our business

We rely on third-party vendors, partners and service providers for a range of critical functions, including cloud hosting and infrastructure, data and content, software, connectivity, and certain operational and business processes, and our reliance on such third parties, including partners, is increasing.

We do not control the operations, security or business continuity of these third parties, and they may fail to perform to our standards or contractual requirements, suffer their own security incidents, outages, financial distress or business disruptions, be acquired (including by our competitors), change or discontinue their offerings, or increase their pricing.

Concentration among a limited number of key providers, including our reliance on a single provider for the majority of our cloud computing, increases the potential impact of any such failure or disruption and may make it difficult, costly or time-consuming for us to transition to an alternative provider.

Any failure by, or disruption to, our key third parties could impair our ability to deliver our products and services, expose us to increased costs, regulatory scrutiny, liability under our client contracts and reputational harm, and could have a material adverse effect on our business, financial condition or results of operations.

Operations outside the U.S.

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or foreign tax laws.

In addition, because our non-U.S.

workforce and operations are concentrated in a limited number of locations, a local or regional disruption affecting one of these hubs - whether due to natural disaster, extreme weather or climate-related events, public health crises, power or telecommunications failures, civil or political unrest, labor disruption or security incidents - could interrupt or degrade our operations, including data collection, product delivery and client support, and our business continuity and disaster recovery plans may not be adequate to fully mitigate the impact of any such event.

If we are not able to adapt efficiently or manage the business effectively in markets outside the U.S., our business prospects and operating results could be materially and adversely affected.

Failure to enter into, renew or comply with contracts supplying new and existing content sets or products on competitive terms

We collect and aggregate third-party content from data suppliers, news sources, exchanges, brokers and contributors into our own dedicated managed databases, which clients access to perform their analyses.

We collect and aggregate third-party content from data suppliers, news sources, exchanges, brokers and contributors into our own dedicated managed databases, which our clients access through our flexible delivery platforms.

These databases are important to our operations as they provide clients with key information.

We have entered into third-party content agreements of varying lengths, which in some cases can be terminated on one year’s notice at predefined dates, and in other cases on shorter notice.

Some of our content provider agreements are with competitors or smaller entities who may be acquired by our competitors, who may attempt to make renewals difficult or expensive.

Some of our content provider agreements are with competitors or smaller entities who may be acquired by our competitors, who have and may attempt to make renewals difficult or expensive.

We seek to maintain favorable contractual relationships with our content suppliers, including those that are also competitors.

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Additionally, despite our efforts to comply with our third-party content supplier agreements, there can be no assurances that third parties may not challenge our use of their content, especially during periods of economic uncertainty, which could result in increased licensing costs, loss of rights, and costly legal actions.

Certain content sets that we rely on have a limited number of suppliers, although we make every effort to assure that, where reasonable, alternative sources are available.

We are not dependent on any one third-party content supplier to meet the needs of our clients, with two data suppliers each representing more than 10% of our total content costs for fiscal 2025 .

Certain content sets that we rely on have a limited number of suppliers, although we make an effort to have alternative sources available, where reasonable.

We are not dependent on any one third-party content supplier to meet the needs of our clients.

Two suppliers each represented more than 10% of our total third-party content costs for fiscal 2026 .

Additionally, we use AI technologies from third party suppliers, which may include open-source software.

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Our failure to be able to maintain our supplier relationships, or the failure of our suppliers to deliver accurate content or in a timely manner, or the occurrence of a dispute with a vendor over use of their content, could increase our costs and reduce the type of content and products and services available to our clients, which could harm our reputation in the marketplace and adversely affect our business.

Increased accessibility to free or relatively inexpensive information sources may reduce demand for our products and services

Each year, an increasing amount of free or relatively inexpensive information becomes available, particularly through the internet, and this trend is likely to continue, especially with the deployment of AI tools.

The availability of free or relatively inexpensive information may reduce demand for our products and services.

While we believe our offerings are distinguished by such factors as standardization, timeliness, normalization, accuracy, ease-of-use, completeness and other value-added factors, if users choose to obtain the information they need from public or other sources, our business, results of operations, and cash flows could be adversely affected.

Inability to hire and retain key qualified personnel or navigate key management transitions

The development, maintenance, sale and support of our products and services are dependent upon the knowledge, experience and ability of our highly skilled, educated and trained key personnel.

The development, maintenance, sale, implementation and support of our products and services are dependent upon the knowledge, experience and ability of our highly skilled, educated and trained key personnel.

Accordingly, our business is dependent on successfully attracting, retaining and training talented employees and navigating key management transitions (including in our executive leadership team) in a highly competitive business environment.

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Our ability to attract and retain talented employees is dependent on a number of factors, including prevailing market conditions and compensation packages offered by companies competing for the same talent.

Key management transitions, such as our recent change in Chief Executive Officer, involve inherent risk, and such transition periods can be disruptive and may result in a loss of personnel with deep institutional or technical knowledge.

If we are unsuccessful in our recruiting efforts, or if we are unable to retain key employees or offer competitive compensation and benefit packages and career structures, or if we are unable to navigate key management transitions, our ability to develop and deliver successful products and services or achieve strategic goals may be adversely affected, which could have a material adverse effect on our business and results of operations.

Key management transitions, such as the transition of our Chief Executive Officer in 2025, involve inherent risk, and such transition periods can be disruptive and may result in a loss of personnel with deep institutional or technical knowledge.

are unsuccessful in our recruiting efforts, or if we are unable to retain key employees or offer competitive compensation and benefit packages and career structures, or if we are unable to navigate key management transitions, our ability to develop and deliver successful products and services or achieve strategic goals may be adversely affected, which could have a material adverse effect on our business and results of operations.

If we fail to maintain proper and effective internal control and remediate any future control deficiencies, our ability or perceived ability to produce accurate and timely financial statements or reporting could be impaired, which could harm our business.

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A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended August 31, 2024, we identified a material weakness in our internal control over financial reporting related to the design and operation of our information technology (“IT”) general controls that support our revenues, accounts receivable, and deferred revenues processes.

We are still in the process of enhancing our internal controls related to the design and operation of our IT general controls that support our revenues, accounts receivable, and deferred revenues processes and expect to complete these remediation measures in fiscal 2026.

However, remediation efforts have placed, and will continue to place, a significant burden on management and add increased pressure to our financial and IT resources and processes.

There can be no assurance that other control deficiencies, or a new material weakness, will not occur in the future, whether in these IT general controls or in other areas, particularly as we continue to modernize our technology environment, integrate acquisitions and implement new systems and processes.

No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls will be met, and no evaluation of controls can provide absolute assurance that all control deficiencies or material weaknesses have been or will be detected.

There is no assurance that any remediation efforts will be fully effective.

If we identify one or more additional material weaknesses, or, if we are otherwise unable to maintain effective internal control over financial reporting or disclosure controls and procedures, our financial reporting may be adversely affected and could result in violations of applicable securities laws, stock exchange listing requirements, negatively affect investor confidence in our financial statements, subject us to litigation or investigations and adversely impact our stock price and our ability to access capital markets.

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Some recent legislative and regulatory changes that we believe could impact us and our clients include:

(a) in the U.S., the Financial Data Transparency Act 2022 ("FDTA"), which requires the FDTA’s sponsoring U.S.

(a) in the U.S., the Financial Data Transparency Act of 2022 ("FDTA"), which requires the FDTA’s sponsoring U.S.

government agencies to identify standards, including common identifiers, for reporting financial products and transactions to those agencies;

(b) in the EU, the EU’s DORA imposes operational resilience and cyber security standards and obligations, including technical and organizational standards and responsibilities which require technology and/or organizational investment, upon (i) many of our financial market clients, who aim to pass such obligations onto vendors, including us, and (ii) information and communications technology providers designated by the EU as “Critical Third Party Providers.” The United Kingdom ("UK") is advancing similar legislation and other jurisdictions could follow;

(b) in the EU, the EU’s DORA imposes operational resilience and cyber security standards and obligations, including technical and organizational standards and responsibilities which require technology and/or organizational investment, upon (i) many of our financial market clients, who aim to pass such obligations onto vendors, including us, and (ii) information and communications technology providers designated by the EU as “Critical Third Party Providers.” The UK is advancing similar legislation and other jurisdictions could follow;

and (c) in Asia Pacific, we and our clients are subject to a number of regulatory risks.

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Adverse resolution of litigation or governmental investigations

We are party to lawsuits in the normal course of our business, including a purported class action relating to our acquisition, and operation of, the CGS business ( Dinosaur Financial Group LLC et al.

We are party to various legal proceedings, claims, and litigation in the normal course of our business and from time to time the subject of government and regulatory proceedings, investigations, and inquiries, as discussed in Item 3.

Legal Proceedings , of this Annual Report on Form 10-K, and we face the risk that additional proceedings, litigation, investigations and inquiries may arise in the future.

For example, on March 4, 2022, plaintiffs filed a purported class action, Dinosaur Financial Group LLC et al.

S&P Global, Inc.

Litigation and governmental investigations can be expensive, lengthy and disruptive to normal business operations.

Moreover, the results of complex legal proceedings are difficult to predict.

Unfavorable resolution of lawsuits could have a material adverse effect on our business, operating results or financial condition.

While we maintain insurance coverage in respect of certain risks, some of these lawsuits may not be covered by existing insurance.

Even if we successfully defend against these lawsuits, the costs of defending such lawsuits may be material to our business, operating results or financial condition and may divert our management’s attention from our business operations.

For additional information regarding legal matters, see Item 3.

Legal Proceedings , of this Annual Report on Form 10-K.

, in the United States District Court for the Southern District of New York, against FactSet, S&P Global, Inc., and the American Bankers Association.

Plaintiffs generally allege that CGS's license terms and enforcement practices charged fees for CGS data delivered through third-party vendors in purported violation of copyright, federal antitrust, and state unfair business practices laws, as well as breach of contract, and seek damages and injunctive relief.

On July 14, 2023, the court dismissed plaintiffs' copyright, breach of contract, and half of the federal antitrust claims.

On August 28, 2026, the court granted certification of a class of certain subscribers to CGS data.

On September 10, 2026, the court vacated that order and scheduled additional class certification briefing.

We can provide no assurance as to the scope and outcome of this matter, and we could in the future incur judgments or enter into settlements of claims that could have a material adverse effect on our business, results of operations, financial position, or cash flows.

Any proceedings, litigation, claims, investigations or inquiries 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.

In view of the uncertainty inherent in such matters, we cannot predict the outcome of the matters we are currently facing or the timing of their resolution, or in most cases reasonably estimate what the eventual impact may be.

The outcome of, or cost of defending, matters we are currently facing or that we may face in the future could have a material adverse effect on our business, financial condition, or results of operations.

From time to time, we receive client complaints.

We believe we have strong contractual protection in the terms and conditions included in our arrangements with our clients.

Nonetheless, in the interest of managing client relationships, we may from time to time engage in dialogue with clients in an effort to resolve such complaints, and if such complaints cannot be resolved through dialogue, we may face litigation regarding such complaints.

In the interest of managing client relationships, we may from time to time engage in dialogue with clients in an effort to resolve such complaints, and if such complaints cannot be resolved through dialogue, we may face litigation regarding such complaints.

Third parties may claim we infringe upon their intellectual property rights or they may infringe upon our intellectual property rights

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Further, global privacy, data localization, data maintenance, data transfer and data protection legislation, regulatory, enforcement, and policy activity are rapidly and continually evolving and creating a complex regulatory compliance environment.

Additional cost due to tax assessments resulting from ongoing and future audits by tax authorities as well as changes in tax laws

In the ordinary course of business, we are subject to changes in tax laws as well as tax examinations by various governmental tax authorities.

The global and diverse nature of our business means that there could be additional examinations by governmental tax au thorities and the resolution of ongoing and other probable audits which could impose a future risk to the results of our business.

For example, during August 2019 through February 2024, we received various assessment and audit notices from the Commonwealth of Massachusetts Department of Revenue with respect to sales taxes, interest and underpayment penalties relating to the tax periods from January 1, 2006 through December 31, 2023 ("Sales Tax Dispute").

We entered into an agreement with the Commonwealth on November 26, 2024 which fully resolved all matters relating to the Sales Tax Dispute, bringing our total charge with respect to that matter to approximately $66.2 million.

For a further discussion see Part II, Item 8.

Note 12, Commitments and Contingencies in the Notes to the Consolidated Financial Statements of this Annual Report on Form 10-K.

Changes in tax laws or the terms of tax treaties in a jurisdiction where we are subject to tax could have an impact on our taxes payable.

In addition, as a global taxpayer, we face challenges due to increasing complexities in accounting for, and collecting, taxes in a variety of jurisdictions, which could impact our tax obligations and effective tax rate.

Changes in tax laws and other tax-related risks could adversely affect our financial results

We are subject to income and other taxes in the United States and various foreign jurisdictions.

Determining our tax obligations requires significant judgment and relies on estimates and assumptions.

Tax authorities may challenge our interpretations of applicable tax laws or the treatment of our transactions.

In the ordinary course of business, we are subject to examinations by

tax authorities.

The outcomes of these examinations and related disputes may differ from amounts recorded and could result in additional tax liabilities and related costs, adversely affecting our results of operations, financial condition and cash flows.

Our effective tax rate may be affected by changes in the geographic mix of earnings and our ability to realize tax benefits.

Changes in tax laws, regulations or treaties, or their interpretation, application or enforcement, including changes relating to international taxation and minimum tax requirements, could increase our tax obligations, effective tax rate and compliance costs.

Evolving guidance, differences in implementation across jurisdictions and potentially conflicting tax requirements may create additional uncertainty and complexity in determining, collecting and remitting taxes.

Refer to Part II, Item 8.

Note 8, Income Taxes in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information.

Financial Market Risks

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To manage this exposure, we use derivative instruments, specifically foreign currency forward contracts, that are designed to offset the impact of currency movements on a portion of our projected operating expenses related to our primary currency exposures;

Although we believe that our foreign exchange hedging policies are reasonable and prudent under the circumstances, our attempt to hedge fluctuations in foreign currency exchange rates may not be successful, which could cause an adverse impact on both our results of operations and cash flows.

however, our attempt to hedge fluctuations in foreign currency exchange rates may not be successful, which could cause an adverse impact on both our results of operations and cash flows.

Business performance may not be sufficient to meet financial guidance or publicly disclosed long-term targets

We provide public, full-year financial guidance based upon assumptions regarding our expected financial performance, including our ability to grow revenues and Organic ASV, to meet our planned expenses and maintain a certain tax rate, and to achieve our profitability targets.

We can provide no assurances that we will be able to maintain the levels of growth and profitability that we have experienced in the past, or that our growth strategies will be successful.

We provide public, full-year financial guidance based upon assumptions regarding our expected financial performance.

We can provide no assurances that we will be able to meet such financial guidance or maintain the levels of growth and profitability that we have experienced in the past, or that our growth strategies will be successful.

If we are unable to successfully execute on our strategies to achieve our growth objectives and retain our existing clients, or if we experience higher than expected operating costs or taxes, we risk not meeting our full-year financial guidance or may find it necessary to revise such guidance during the year, which could have an adverse impact on our stock price.

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In addition, the U.S.

has imposed tariffs on many foreign products, including tariffs on imports from China, that in the past have resulted in and may result in future retaliatory tariffs on U.S.

has imposed tariffs on many foreign products, including tariffs on imports from China, Canada, and many other foreign countries, that in the past have resulted in and may result in future retaliatory tariffs on U.S.

goods and products and restrictions on exports to the U.S.

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economy, our industry and the demand for our products.

There remains uncertainty surrounding tariffs imposed by the U.S.

and China and trade relations between the two countries, and we cannot predict whether these policies will continue, or if new policies will be enacted (which may restrict our ability to operate in China, or lead to other consequences, such as the need to comply with data localization requirements).

There remains uncertainty surrounding tariffs imposed by the U.S., China and other foreign countries, and trade relations between these nations, and we cannot predict whether these policies will continue, or if new policies will be enacted (which may restrict our ability to operate in China and other countries, or lead to other consequences, such as the need to comply with data localization requirements).

As a result, such changes could have a material adverse effect on our business, financial condition and results of operations.

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Our indebtedness may impair our financial condition and operations and restrict our activities or our ability to satisfy our obligations

Our indebtedness could have important consequences for our business, including making it more difficult to satisfy our obligations, increasing our vulnerability to general adverse economic and industry conditions, limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, and placing us at a competitive disadvantage compared to our peers.

planning for, or reacting to, changes in our business and the industry in which we operate, and placing us at a competitive disadvantage compared to our peers.

Our ability to meet our payment and other obligations under our debt depends on our ability to generate sufficient cash flow in the future.

We cannot be certain that our business will generate cash flow from operations, or that future borrowings will be available to us under our existing or any future credit facilities or otherwise, in an amount sufficient to enable us to meet our indebtedness obligations and to fund other liquidity needs.

Certain of our borrowings are based upon variable interest rates, and although we leverage interest rate swap agreements to manage a portion of our floating interest rate exposure, in the event of increases in interest rates, this could result in higher interest expense.

We cannot be certain that our business will generate cash flow from operations, or that future borrowings will be available, or available on favorable terms, to us under our existing or any future credit facilities or otherwise, in an amount sufficient to enable us to meet our indebtedness obligations and to fund other liquidity needs.

Certain of our borrowings are based upon variable interest rates, and, in the event of increases in interest rates, this could result in higher interest expense.

We may need or want to refinance our existing debt or incur additional debt from time to time, and if we do so, we may be subject to less favorable terms.

In addition, we are subject to certain covenants, including financial covenants and certain limitations on the incurrence of additional debt, the creation of liens, our ability to enter certain transactions, and other matters.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors