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Item 7. Management’s Discussion and Analysis

2026-02-06 compared with 2025-02-07 · 208 added, 249 removed, 440 unchanged (51% of the section changed)

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Critical Accounting Estimates

Factors Affecting Comparability of Results

Results of Operations

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Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”), which was filed with the Securities and Exchange Commission on February 7, 2025.

We are a leading provider of critical decision support tools and solutions for the global investment community.

Our mission-critical offerings help investors navigate the complexities of a dynamic and evolving investment landscape.

Leveraging our deep knowledge of the global investment process and our expertise in research, data and technology, we enable our clients to understand and analyze key drivers of risk and return and build portfolios more effectively.

Our research-based data, analytics and indexes, supported by advanced technology, set standards for global investors and help our clients understand risks and opportunities, make better investment decisions and unlock innovation.

The Company has five operating segments:

Index, Analytics, ESG and Climate, Real Assets and Private Capital Solutions which are presented as the following three reportable segments:

Index, Analytics, and ESG and Climate.

Index, Analytics, Sustainability and Climate, Real Assets and Private Capital Solutions, which are presented as the following three reportable segments:

Index, Analytics, and Sustainability and Climate.

For reporting purposes, the Real Assets and Private Capital Solutions operating segments are combined and presented as All Other – Private Assets, as they did not meet the required thresholds for separate reportable segment disclosure.

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For more information about our Company’s operations, see “ Item 1:

Our principal business model is generally to license annual, recurring subscriptions for the majority of our products and services for a fee due in advance of the service period.

A portion of our fees comes from clients who use our indexes as the basis for index-linked investment products.

Such fees are primarily based on a client’s assets under management (“AUM”), trading volumes and fee levels.

In the first quarter of 2025, we renamed our “ESG and Climate” operating and reportable segment to “Sustainability and Climate” to reflect the breadth of our product offerings.

There were no changes to the composition of our reportable segments or information reviewed by the chief operating decision maker and no impact on our historical segment operating results.

Current Trends Affecting MSCI

Trends in Sustainability and Climate Investment Strategies

We believe sustainability and climate risks are investment risks that significantly impact many investment decisions, regulatory frameworks and corporate strategies.

In Europe, disclosure requirements continue to drive demand for sustainability and climate tools to meet both regulatory and investor expectations.

We believe sustainability and climate risks are investment risks that significantly impact many investment decisions and corporate strategies.

In Europe, disclosure requirements continue to drive demand for sustainability and climate tools to meet both

regulatory and investor expectations.

In the United States, political debate has led to some scrutiny of the use of sustainability and climate considerations in investment and risk management decisions.

The Company’s growth in this space depends on rising global demand for sustainability and climate solutions, which may be influenced by potential regulatory uncertainty or political opposition in certain markets.

While some markets may face greater near-

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term challenges and uncertainty, we believe the long-term shift toward integrating financially material sustainability and climate factors into investment and risk management processes will support continued adoption of our sustainability and climate focused tools.

While some markets may face greater near-term challenges and uncertainty, we believe the long-term shift toward integrating financially material sustainability and climate factors into investment and risk management processes will support continued adoption of our sustainability and climate tools.

Asset Management Industry Dynamics

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In addition, we utilize operating metrics including Run Rate, Subscription Sales and Retention Rate to manage and assess performance and to provide deeper insights into the recurring portion of our business.

In the discussion that follows, we provide certain variances excluding the impact of foreign currency exchange rate fluctuations and acquisitions.

In the discussion that follows, we provide certain variances excluding the impact of foreign currency exchange rate fluctuations.

Foreign currency exchange rate fluctuations reflect the difference between the current period results as reported compared to the current period results recalculated using the foreign currency exchange rates in effect for the comparable prior period.

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Non-recurring revenues primarily represent fees earned on products and services where we typically do not have renewal clauses within the contract.

Examples of such products and services include one-time license fees, certain derivative financial products, certain implementation services, historical data sets and, occasionally, fees for unlicensed usage of our content in historical periods.

Based on the nature of the services provided, non-recurring revenues are generally billed either in advance or after delivery and recognized point in time or over the service period.

See Note 1, “Introduction and Basis of Presentation” and Note 3, “Revenue Recognition” of the Notes to the Consolidated Financial Statements included herein for additional information on revenue recognition.

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Operating Expenses

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General and Administrative

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

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

Amortization of Intangible Assets

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Depreciation and amortization of property, equipment and leasehold improvements consists of expenses related to depreciating or amortizing the cost of computer and related equipment, leasehold improvements, software and furniture and fixtures over the estimated useful life of the assets.

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Other Expense (Income), Net

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

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

Non-GAAP Financial Measures

Adjusted EBITDA

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

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

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

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

“Adjusted EBITDA margin” is defined as Adjusted EBITDA divided by operating revenues.

Adjusted EBITDA, Adjusted EBITDA expenses and Adjusted EBITDA margin are believed to be meaningful measures for management to assess the operating performance of the Company because they adjust for significant one-time, unusual or non-recurring items as well as eliminate the accounting effects of certain capital spending and acquisitions that do not directly affect what management considers to be the Company’s ongoing operating performance in the period.

All companies do not calculate adjusted EBITDA, adjusted EBITDA margin and adjusted EBITDA expenses in the same way.

All companies do not calculate adjusted EBITDA, adjusted EBITDA expenses and adjusted EBITDA margin in the same way.

These measures can differ significantly from company to company depending on, among other things, long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments.

Accordingly, the Company’s computation of the Adjusted EBITDA, Adjusted EBITDA margin and Adjusted EBITDA expenses measures may not be comparable to similarly titled measures computed by other companies.

Accordingly, the Company’s computation of the Adjusted EBITDA, Adjusted EBITDA expenses and Adjusted EBITDA margin measures may not be comparable to similarly titled measures computed by other companies.

Operating Metrics

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These accounting principles require us to make certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the periods presented.

Significant estimates and judgments made by management include such examples as assessment of impairment of goodwill and intangible assets and income

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Significant estimates and judgments made by management include such examples as assessment of impairment of goodwill and intangible assets and income taxes.

We believe the estimates and judgments upon which we rely are reasonable based upon information available to us at the time these estimates and judgments are made.

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however, on a periodic basis, we may elect to bypass the qualitative assessment and proceed directly to the quantitative test.

During the year ended December 31, 2024 we elected to bypass the qualitative assessment and proceed directly to the quantitative test.

The test for impairment was performed at the reporting unit level, and we used an equal weighting of the income approach and the market approach to estimate the fair value of each reporting unit.

The income approach requires significant judgement in estimating future cash flows, including assumptions, amongst others, about revenue growth rates and EBITDA margins, and the selection of an appropriate discount rate, which reflects the reporting unit’s cost of capital.

During the year ended December 31, 2025, the Company has selected to bypass the optional qualitative assessment for the Real Assets and Private Capital Solutions (“PCS”) reporting units.

This decision was based on the relatively low excess of fair value over carrying value observed in the prior year’s analysis.

Therefore, a quantitative goodwill impairment test was performed for both Real Assets and PCS.

For the Index, Analytics, and Sustainability and Climate reporting units, the company performed a qualitative assessment.

The quantitative test for impairment used an equal weighting of the income approach and the market approach to estimate the fair value of the Real Assets and PCS reporting units.

The income approach requires significant judgment in estimating future cash flows, including assumptions, amongst others, about revenue growth rates and EBITDA margins, and the selection of an appropriate discount rate, which reflects the reporting unit’s cost of capital.

Forecasted future cash flows are estimated based on a combination of historical experience and assumptions regarding future growth and profitability of each reporting unit.

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As a result, no goodwill impairment was recorded as of this date.

We completed our annual goodwill impairment test as of July 1, 2024 on our Index, Analytics, ESG and Climate, Real Assets and Private Capital Solutions reporting units, which are also our operating segments.

As of July 1, 2024, the fair value of all reporting units exceeded their respective carrying values.

At December 31, 2024, the carrying value of goodwill within the Real Assets and Private Capital Solutions reporting units were $689.8 and $617.8 million, respectively.

As of July 1, 2024, the fair value of the Private Capital Solutions and Real Assets reporting units exceeded their carrying values by approximately 10% and 30%, respectively, introducing risk of potential future impairments.

We completed our annual goodwill impairment test as of July 1, 2025 on our Index, Analytics, Sustainability and Climate, Real Assets and Private Capital Solutions reporting units, which are also our operating segments.

At December 31, 2025, the carrying value of goodwill within the Real Assets and Private Capital Solutions reporting units were $691 million and $618 million, respectively.

As of July 1, 2025, the fair value of the Real Assets and Private Capital Solutions reporting units exceeded their carrying values by approximately 39% and 15%, respectively.

If we experience a prolonged or severe period of weakness in the business environment, financial markets, the performance of one or more of our recently acquired companies or reporting units, or our common stock price, or if economic conditions differ significantly from management’s assumptions, our goodwill could be impaired in the future, which may be material to our results of operations and financial position.

For all of our reporting units, individually, a hypothetical decrease in revenue growth rates by 100 basis points or a hypothetical 100 basis point increase in the weighted average cost of capital would not result in an impairment.

For the Real Assets and PCS reporting units, individually, a hypothetical decrease in revenue growth rates by 100 basis points or a hypothetical 100 basis point increase in the weighted average cost of capital would not result in an impairment.

See Note 1, “Introduction and Basis of Presentation” and Note 9, “Goodwill and Intangible Assets, Net” of the Notes to the Consolidated Financial Statements included herein for additional information on goodwill.

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Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset or asset group may not be recoverable.

These events or circumstances include adverse changes in the manner in which the asset will be used, adverse changes in legal factors related to the asset or negative changes in expected financial performance of the asset, including accumulation of costs and operating losses.

These events or circumstances include adverse changes in the manner in which the asset will be used, adverse changes in legal factors related to the asset or negative changes in expected financial

performance of the asset, including accumulation of costs and operating losses.

Determining whether an event or changes in circumstances warrant an impairment review involves management judgment.

Once it is determined that an impairment review is necessary, determination of recoverability is determined based on comparing the carrying amount of the asset group to the estimated future undiscounted cash flows.

Once it is determined that an impairment review is necessary, recoverability is determined based on comparing the carrying amount of the asset group to the estimated future undiscounted cash flows.

If the carrying amount exceeds the estimated future undiscounted cash flows, the asset grouping is considered to be impaired.

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Estimated undiscounted and discounted cash flows used in the determination and calculation of impairments represent management forecasts and require significant management judgment.

While management believes that its forecasts are reasonable,

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differences between forecasts and actual experience could materially affect the valuations.

While management believes that its forecasts are reasonable, differences between forecasts and actual experience could materially affect the valuations.

There were no events or changes in circumstances that would indicate that the carrying value of the definite-lived intangible assets may not be recoverable during the years presented.

With respect to our acquisition of Burgiss on October 2, 2023, the valuation of intangible assets, as part of the acquisition method of accounting, was subjective and based, in part, on inputs that were unobservable.

The significant assumptions used to estimate the fair value of the acquired intangible assets included forecasted cash flows, which were determined based on certain assumptions that included, among others, projected future revenues, and expected market royalty rates, technology obsolescence rates and discount rates.

These estimates are inherently uncertain and unpredictable, and if different estimates were used, the purchase price for the acquisition could be allocated to the acquired assets and assumed liabilities of Burgiss differently from the allocation that we have made.

We amortize our intangible assets over the estimated period of economic benefit.

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See Note 1, “Introduction and Basis of Presentation” and Note 12, “Income Taxes” of the Notes to the Consolidated Financial Statements included herein for additional information on income taxes.

Factors Affecting the Comparability of Results

Acquisitions of Burgiss, Trove, Fabric and Foxberry

On October 2, 2023, the Company acquired the remaining 66.4% interest in Burgiss for $696.8 million in cash.

The Company’s existing 33.6% interest had a fair value at acquisition date of $353.2 million which resulted in a non-taxable gain of $143.0 million for the twelve months ending December 31, 2023.

Prior to the acquisition, the Company’s ownership interest in Burgiss was classified as an equity-method investment.

Therefore, All Other – Private Assets did not include the Company’s proportionate share of operating revenues and Adjusted EBITDA related to Burgiss.

The Company’s proportionate share of the income or loss from its equity-method investment in Burgiss was reported as a component of other (expense) income, net.

Following the acquisition, the consolidated results of Burgiss are included in the Company’s Private Capital Solutions operating segment (formerly known as Burgiss), which is combined and presented as part of All Other – Private Assets.

See Note 5, “Acquisitions,” and Note 13, “Segment Information” of the Notes to the Consolidated Financial Statements included herein for additional information on the acquisition of Burgiss.

On November 1, 2023 MSCI completed the acquisition of Trove Research Ltd (“Trove”), a carbon markets intelligence provider for approximately $37.9 million in cash.

Trove is a part of the ESG and Climate operating segment.

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On January 2, 2024, MSCI completed the acquisition of Fabric RQ, Inc.

(“Fabric”), a wealth technology platform specializing in portfolio design, customization and analytics for wealth managers and advisors, for approximately $8.0 million in cash and contingent consideration that had an acquisition date fair value of $8.1 million that is payable based on future sales of Fabric’s products.

Fabric is a part of the Analytics operating segment.

On April 16, 2024, MSCI completed the acquisition of Foxberry Ltd.

(“Foxberry”), a front-office index technology platform for approximately $23.5 million in cash and contingent consideration that had an acquisition date fair value of $19.1 million that is payable based upon the achievement of metrics related to the operation of the platform.

Foxberry is a part of the Index operating segment.

We collectively refer to the acquisitions of Burgiss, Trove, Fabric and Foxberry as the “recent acquisitions”.

Results of Operations

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We also group operating revenues by major product as follows:

Index, Analytics, ESG and Climate and All Other – Private Assets.

Index, Analytics, Sustainability and Climate and All Other – Private Assets.

The following table presents operating revenues by type for the years indicated:

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Increase/(Decrease)

Recurring subscriptions $ 2,114,445 $ 1,871,290 13.0 %

Asset-based fees 657,501 557,502 17.9 %

Non-recurring 84,182 100,128 (15.9 %)

Total operating revenues $ 2,856,128 $ 2,528,920 12.9 %

Total operating revenues increased 12.9% for the year ended December 31, 2024.

Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, total operating revenues would have increased 9.6%.

Operating revenues from recurring subscriptions increased 13.0% for the year ended December 31, 2024, primarily driven by growth in Index products, which increased $67.8 million, or 8.3%, growth in ESG and Climate products, which increased $36.5 million, or 12.9%, growth in Analytics products, which increased $55.3 million, or 9.2%, and growth in All Other - Private Assets products, which increased $83.6 million, or 48.9%.

Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, operating revenues from recurring subscriptions would have increased 8.5%.

Operating revenues from asset-based fees increased 17.9% for the year ended December 31, 2024, mainly driven by growth in revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes.

Operating revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes increased by 20.0% and 19.4%, respectively, primarily driven by an increase in average AUM.

Operating revenues from non-recurring revenues decreased 15.9% for the year ended December 31, 2024, primarily driven by one-time fees for unlicensed usage of our content in historical periods recognized in 2023.

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The following table presents the value of AUM in ETFs linked to MSCI equity indexes and the sequential change of such assets as of the end of each of the periods indicated:

(in billions) March

30, September 30, December 31, March

30, September 30, December 31,

AUM in ETFs linked to MSCI equity indexes (1) (2)

$ 1,305.4 $ 1,372.5 $ 1,322.8 $ 1,468.9 $ 1,582.6 $ 1,631.9 $ 1,761.8 $ 1,724.7

Sequential Change in Value

Market Appreciation/(Depreciation) $ 75.1 $ 48.4 $ (56.1) $ 130.5 $ 92.8 $ 21.2 $ 111.3 $ (85.3)

Cash Inflows/(Outflows)

7.4 18.7 6.4 15.6 20.9 28.1 18.6 48.2

Total Change $ 82.5 $ 67.1 $ (49.7) $ 146.1 $ 113.7 $ 49.3 $ 129.9 $ (37.1)

The following table presents the average value of AUM in ETFs linked to MSCI equity indexes for the periods indicated:

Year-to-Date Average

(in billions) March June September December March June September December

AUM in ETFs linked to MSCI equity indexes (1) (2)

$ 1,287.5 $ 1,310.7 $ 1,332.6 $ 1,340.7 $ 1,508.8 $ 1,549.7 $ 1,592.1 $ 1,632.9

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(1) The historical values of the AUM in ETFs linked to our equity indexes as of the last day of the month and the monthly average balance can be found under the link “AUM in ETFs Linked to MSCI Equity Indexes” on our Investor Relations homepage at http://ir.msci.com .

This information is updated mid-month each month.

Information contained on our website is not deemed part of or incorporated by reference into this Annual Report on Form 10-K or any other report filed with the SEC.

The AUM in ETFs also includes AUM in Exchange Traded Notes, the value of which is less than 1.0% of the AUM amounts presented.

(2) The value of AUM in ETFs linked to MSCI equity indexes is calculated by multiplying the equity ETF net asset value by the number of shares outstanding.

For the year ended December 31, 2024, the average value of AUM in ETFs linked to MSCI equity indexes was up $292.2 billion, or 21.8%.

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The following table presents operating revenues by revenue type for the years indicated:

(in thousands) December 31,

Increase/(Decrease)

Operating revenues:

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Analytics total 714,397 675,089 5.8 %

ESG and Climate

Sustainability and Climate

Recurring subscriptions 346,401 318,835 8.6 %

Non-recurring 7,514 7,766 (3.2 %)

ESG and Climate total 326,601 287,568 13.6 %

Sustainability and Climate total 353,915 326,601 8.4 %

All Other – Private Assets

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All Other – Private Assets total

279,339 258,293 8.1 %

Recurring subscriptions 2,278,704 2,114,445 7.8 %

Asset-based fees 770,670 657,501 17.2 %

Non-recurring 85,085 84,182 1.1 %

Total operating revenues $ 3,134,459 $ 2,856,128 9.7 %

Total operating revenues increased 9.7% for the year ended December 31, 2025.

The $278.3 million increase was driven by $164.3 million in higher recurring subscription revenues, $113.2 million in higher asset-based fees and a $0.9 million increase in non-recurring revenues.

Adjusting for the impact of foreign currency exchange rate fluctuations, total operating revenues would have increased 9.3%.

Refer to the section titled “Segment Results” that follows for further discussion of segment revenues.

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Cost of Revenues

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

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

Selling and Marketing

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

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

Research and Development

R&D expenses increased 20.1% for the year ended December 31, 2024, primarily driven by increases in compensation and benefits costs, primarily relating to higher wages and salaries, incentive compensation and benefits costs as a result of increased headcount, partially offset by increased capitalization of costs related to internally developed software projects.

R&D expenses increased 11.9% for the year ended December 31, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs, partially offset by increased capitalization of costs related to internally developed software projects.

The increase was also driven by increases in non-compensation costs reflecting higher information technology costs.

General and Administrative

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

G&A expenses decreased 1.2% for the year ended December 31, 2025, primarily driven by decreases in non-compensation costs reflecting lower transaction costs, partially offset by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs.

The following table presents operating expenses using compensation and non-compensation categories, rather than using activity categories, for the years indicated:

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As of December 31, 2025, 71% of our employees were located in emerging market centers compared to 69% as of December 31, 2024.

Compensation and benefits costs increased 13.8% for the year ended December 31, 2024, primarily driven by an increase in wages and salaries, incentive compensation and benefits costs due to headcount growth, partially offset by increased capitalization of expenses related to internally developed software projects.

Adjusting for the impact of recent acquisitions and foreign currency exchange rate fluctuations, compensation and benefits costs would have increased by 5.7%.

Non-compensation expenses increased 13.2% for the year ended December 31, 2024, primarily driven by higher professional fees, information technology, market data costs, transaction and integration costs related to recent acquisitions.

Adjusting for the impact of recent acquisitions and foreign currency exchange rate fluctuations non-compensation expenses would have increased by 5.8%.

Compensation and benefits costs increased 8.1% for the year ended December 31, 2025, p rimarily driven by increased headcount costs and higher severance costs .

Adjusting for the impact of foreign currency exchange rate fluctuations, compensation and benefits costs would have increased by 7.7%.

Non-compensation expenses increased 4.7% for the year ended December 31, 2025, primarily driven by higher information technology and market data costs, partially offset by lower transaction costs.

Adjusting for the impact of foreign currency exchange rate fluctuations non-compensation expenses would have increased by 4.4%.

Amortization of Intangible Assets

Amortization of intangible assets expense increased 43.4% for the year ended December 31, 2024, driven by higher amortization recognized on acquired intangible assets from recent acquisitions and higher amortization of internal use software.

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Amortization of intangible assets expense increased 3.3% for the year ended December 31, 2025, primarily driven by higher amortization of internally developed software, partially offset by certain intangible assets becoming fully amortized during the period.

Depreciation and Amortization of Property, Equipment and Leasehold Improvements

Depreciation and amortization of property, equipment and leasehold improvements decreased 19.2% for the year ended December 31, 2024, primarily driven by lower depreciation on computers and related equipment.

Depreciation and amortization of property, equipment and leasehold improvements increased 37.9% for the year ended December 31, 2025, primarily driven by higher depreciation on computer and related equipment.

Total Other Expense (Income), Net

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Interest expense 209,889 185,500 13.1 %

Gain on remeasurement of equity method investment — (143,029) n/m

Other expense (income) 25,434 8,127 213.0 %

Total other expense (income), net $ 172,350 $ 15,548 n/m

percentage change is not meaningful

The change in total other expense (income), net for the year ended December 31, 2024, was primarily driven by the non-taxable one-time gain on the remeasurement of our equity method investment in Burgiss of $143.0 million for the year ended December 31, 2023, lower interest income, reflecting lower average cash balances as well as loss on extinguishment related to unamortized debt issuance costs associated with the prepayment of the Tranche A Term Loans (as defined below) and the entry into the Credit Agreement.

The following table shows our income tax provision and effective tax rate for the years indicated:

(in thousands) December 31,

Increase/(Decrease)

Provision for income taxes $ 247,040 $ 220,469 12.1 %

ETR 18.2 % 16.1 % 13.0 %

The effective tax rate of 18.2% for the year ended December 31, 2024 reflects the impact of certain favorable discrete items totaling $21.4 million, which relates to $15.7 million of excess tax benefits recognized on share-based compensation vested during the period and $5.7 million related to miscellaneous prior year adjustments.

The effective tax rate of 16.1% for the year ended December 31, 2023 reflects a benefit of $21.5 million from the non-taxable gain on Burgiss, partially offset by the remeasurement of the deferred tax liability on the Company’s previous equity method investment in Burgiss.

In addition, the effective tax rate reflects the impact of certain favorable discrete items totaling $29.5 million, consisting of the recognition of $13.9 million of tax basis on intangible assets established under a foreign law change, $11.4 million of excess tax benefits recognized on share-based compensation vested during the period and $4.2 million related to miscellaneous prior year adjustments.

Total other expense (income), net $ 219,311 $ 172,350 27.2 %

Total other expense (income), net increased 27.2% for the year ended December 31, 2025, primarily driven by higher interest expenses reflecting higher debt levels and an $11.8 million loss resulting from the full write-off of the investment in a minority investee.

The effective tax rate for the years ended December 31, 2025 and 2024 was 19.5% and 18.2%, respectively.

The increase in the effective tax rate in 2025 was driven by $38 million of expense recognized in connection with a multi-phase internal legal entity restructuring that commenced in the period and was completed subsequent to year end.

The following table shows our net income for the years indicated:

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Net income $ 1,202,305 $ 1,109,128 8.4 %

As a result of the factors described above, net income decreased 3.4% for the year ended December 31, 2024.

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As a result of the factors described above, net income increased 8.4% for the year ended December 31, 2025.

Weighted Average Shares and Common Shares Outstanding

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Common shares outstanding 73,563 77,745 (5.4 %)

The decrease in weighted average shares and common shares outstanding primarily reflects the impact of share repurchases made pursuant to the Company’s stock repurchase program.

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

Adjusted EBITDA

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The increase in Adjusted EBITDA reflects growth in operating revenues as compared to Adjusted EBITDA expenses, driven by the factors previously described.

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Reconciliation of Net Income to Adjusted EBITDA and Operating Expenses to Adjusted EBITDA Expenses

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Provision for income taxes 291,951 247,040 18.2 %

Other expense (income), net 172,350 15,548 n/m

Other expense (income), net 219,311 172,350 27.2 %

Operating income 1,713,567 1,528,518 12.1 %

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Depreciation and amortization of property, equipment and leasehold improvements 23,405 16,978 37.9 %

Impairment related to sublease of leased property — 477 n/m

Acquisition-related integration and transaction costs (1)

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Analytics Adjusted EBITDA 342,530 328,295 4.3 %

ESG and Climate Adjusted EBITDA 104,708 91,678 14.2 %

Sustainability and Climate Adjusted EBITDA 128,477 104,708 22.7 %

All Other – Private Assets Adjusted EBITDA

69,437 61,427 13.0 %

Consolidated Adjusted EBITDA $ 1,906,452 $ 1,716,484 11.1 %

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Depreciation and amortization of property, equipment and leasehold improvements 23,405 16,978 37.9 %

Impairment related to sublease of leased property — 477 n/m

Acquisition-related integration and transaction costs (1)

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Analytics Adjusted EBITDA expenses 371,867 346,794 7.2 %

ESG and Climate Adjusted EBITDA expenses 221,893 195,890 13.3 %

Sustainability and Climate Adjusted EBITDA expenses 225,438 221,893 1.6 %

All Other – Private Assets Adjusted EBITDA expenses

209,902 196,866 6.6 %

Consolidated Adjusted EBITDA expenses $ 1,228,007 $ 1,139,644 7.8 %

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(1) Represents transaction expenses and other costs directly related to the acquisition and integration of acquired businesses, including professional fees, severance expenses, regulatory filing fees and other costs, in each case that are incurred no later than 12 months after the close of the relevant acquisition.

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Segment Results

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Adjusted EBITDA margin % 76.4 % 76.6 %

Index operating revenues increased 9.9% for the year ended December 31, 2024, driven by growth from asset-based fees and recurring subscriptions, partially offset by a decrease in non-recurring revenue.

Adjusting for the impact of the acquisition of Foxberry and foreign currency exchange rate fluctuations, Index segment operating revenues would have increased 10.0%.

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

Index operating revenues increased 11.9% for the year ended December 31, 2025, driven by growth from asset-based fees as well as recurring subscriptions.

Adjusting for the impact of foreign currency exchange rate fluctuations, Index segment operating revenues would have increased 11.9%.

Operating revenues from recurring subscriptions increased 8.6% for the year ended December 31, 2025, primarily driven by growth from market cap-weighted Index products.

Operating revenues from asset-based fees increased 17.2% for the year ended December 31, 2025, primarily driven by growth in revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes.

Operating revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes increased by 20.0% and 19.4%, respectively, primarily driven by increases in average AUM.

Operating revenues from non-recurring revenues decreased 29.4% for the year ended December 31, 2024, primarily driven by one-time fees for unlicensed usage of our content in historical periods recognized in 2023.

Index segment Adjusted EBITDA expenses increased 8.5% for the year ended December 31, 2024, primarily driven by increases in compensation expense, relating to higher wages and salaries and incentive compensation.

The increase was also driven by non-compensation expenses reflecting higher professional fees and market data costs.

Adjusting for the impact of the acquisition of Foxberry and foreign currency exchange rate fluctuations, Index segment Adjusted EBITDA expenses would have increased 7.7%.

Operating revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes increased by 21.5% and 12.4%, respectively, primarily driven by increases in average AUM, partially offset by a decrease in average basis points.

The following table presents the value of AUM in ETFs linked to MSCI equity indexes and the sequential change of such assets as of the end of each of the periods indicated:

(in billions) March

30, September 30, December 31, March

30, September 30, December 31,

AUM in ETFs linked to MSCI equity indexes (1) (2)

$ 1,582.6 $ 1,631.9 $ 1,761.8 $ 1,724.7 $ 1,783.1 $ 2,024.6 $ 2,211.0 $ 2,340.7

Sequential Change in Value

Market Appreciation/(Depreciation) $ 92.8 $ 21.2 $ 111.3 $ (85.3) $ 16.4 $ 193.0 $ 140.0 $ 62.8

Cash Inflows/(Outflows)

20.9 28.1 18.6 48.2 42.0 48.5 46.4 66.9

Total Change $ 113.7 $ 49.3 $ 129.9 $ (37.1) $ 58.4 $ 241.5 $ 186.4 $ 129.7

The following table presents the average value of AUM in ETFs linked to MSCI equity indexes for the periods indicated:

Year-to-Date Average

(in billions) March June September December March June September December

AUM in ETFs linked to MSCI equity indexes (1) (2)

$ 1,508.8 $ 1,549.7 $ 1,592.1 $ 1,632.9 $ 1,793.7 $ 1,831.2 $ 1,923.6 $ 2,011.3

________________

This information is updated mid-month each month.

Information contained on our website is not deemed part of or incorporated by reference into this Annual Report on Form 10-K or any other report filed with the SEC.

The AUM in ETFs also includes AUM in Exchange Traded Notes, the value of which is less than 1.0% of the AUM amounts presented.

(2) The value of AUM in ETFs linked to MSCI equity indexes is calculated by multiplying the equity ETF net asset value by the number of shares outstanding.

For the year ended December 31, 2025, the average value of AUM in ETFs linked to MSCI equity indexes was up $378.4 billion, or 23.2%.

Index segment Adjusted EBITDA expenses increased 12.5% for the year ended December 31, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs.

The increase was also driven by non-compensation expenses reflecting higher information technology costs and professional fees.

Adjusting for the impact of foreign currency exchange rate fluctuations, Index segment Adjusted EBITDA expenses would have increased 12.2%.

Analytics Segment

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Adjusted EBITDA margin % 47.9 % 48.6 %

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Analytics operating revenues increased 9.6% for the year ended December 31, 2024, primarily driven by growth from recurring subscriptions related to both Multi-Asset Class and Equity Analytics products.

Adjusting for the impact of the acquisition of Fabric and foreign currency exchange rate fluctuations, Analytics operating revenues would have increased 9.8%.

Analytics segment Adjusted EBITDA expenses increased 1.7% for the year ended December 31, 2024, primarily driven by increases in non-compensation expense, relating to higher information technology and professional fees.

Adjusting for the impact of the acquisition of Fabric and foreign currency exchange rate fluctuations, Analytics segment Adjusted EBITDA expenses would have increased 0.8%.

ESG and Climate Segment

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

Analytics operating revenues increased 5.8% for the year ended December 31, 2025, primarily driven by growth from recurring subscriptions related to both Equity and Multi-Asset Class Analytics products.

Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics operating revenues would have increased 5.7%.

Analytics segment Adjusted EBITDA expenses increased 7.2% for the year ended December 31, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs.

Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics segment Adjusted EBITDA expenses would have increased 7.1%.

Sustainability and Climate Segment

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

(in thousands) December 31,

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Adjusted EBITDA margin % 36.3 % 32.1 %

ESG and Climate operating revenues increased 13.6% for the year ended December 31, 2024, primarily driven by growth from recurring subscriptions related to Ratings, Climate and Screening products.

Adjusting for the impact of the acquisition of Trove and foreign currency exchange rate fluctuations, ESG and Climate operating revenues would have increased 10.2%.

ESG and Climate segment Adjusted EBITDA expenses increased 13.3% for the year ended December 31, 2024, primarily driven by increases in compensation expenses, relating to higher wages and salaries, incentive compensation and benefits costs.

Adjusting for the impact of the acquisition of Trove and foreign currency exchange rate fluctuations, ESG and Climate segment Adjusted EBITDA expenses would have increased 6.6%.

Sustainability and Climate operating revenues increased 8.4% for the year ended December 31, 2025, primarily driven by growth from recurring subscriptions related to Ratings and Climate products, with growth primarily attributable to EMEA.

Adjusting for the impact of foreign currency exchange rate fluctuations, Sustainability and Climate operating revenues would have increased 6.0%.

Sustainability and Climate segment Adjusted EBITDA expenses increased 1.6% for the year ended December 31, 2025, primarily driven by non-compensation expenses reflecting higher information technology costs.

Adjusting for the impact of foreign currency exchange rate fluctuations, Sustainability and Climate segment Adjusted EBITDA expenses would have increased 1.2%.

All Other – Private Assets

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Adjusted EBITDA margin % 24.9 % 23.8 %

All Other – Private Assets operating revenues increased 48.8% for the year ended December 31, 2024, primarily driven by revenues attributable to the step acquisition of Burgiss.

Adjusting for the impact of the step acquisition of Burgiss and foreign currency exchange rate fluctuations, All Other – Private Assets operating revenues would have increased 3.4%.

All Other – Private Assets Adjusted EBITDA expenses increased 58.6% for the year ended December 31, 2024, driven by increases in both compensation expenses and non-compensation expenses, primarily due to the step acquisition of Burgiss.

Adjusting for the impact of the step acquisition of Burgiss and foreign currency exchange rate fluctuations, All Other - Private Assets Adjusted EBITDA expenses would have decreased 1.2%.

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All Other – Private Assets operating revenues increased 8.1% for the year ended December 31, 2025, primarily driven by growth from recurring subscriptions in Private Capital Solutions related to Private Capital Intel, Total Plan Manager and Private Capital Portfolio Management products, as well as growth from recurring subscription in Real Assets related to Index Intel and Portfolio Performance Insights products.

Adjusting for the impact of foreign currency exchange rate fluctuations, All Other – Private Assets operating revenues would have increased 7.1%.

All Other – Private Assets Adjusted EBITDA expenses increased 6.6% for the year ended December 31, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs.

Adjusting for the impact of foreign currency exchange rate fluctuations, All Other – Private Assets Adjusted EBITDA expenses would have increased 5.9%.

Operating Metrics

“Run Rate” estimates at a particular point in time the annualized value of the recurring revenues under our client license agreements (“Client Contracts”) for the next 12 months, assuming all Client Contracts that come up for renewal, or reach the end of the committed subscription period, are renewed and assuming then-current currency exchange rates, subject to the adjustments and exclusions described below.

For any Client Contract where fees are linked to an investment product’s assets or trading volume/fees, the Run Rate calculation reflects, for ETFs, the market value on the last trading day of the period, for futures and options, the most recent quarterly volumes and/or reported exchange fees, and for other non-ETF products, the most recent client-reported assets.

Run Rate does not include fees associated with “one-time” and other non-recurring transactions.

In addition, we add to Run Rate the annualized fee value of recurring new sales, whether to existing or new clients, when we execute Client Contracts, even though the license start date, and associated revenue recognition, may not be effective until a later date.

We remove from Run Rate the annualized fee value associated with products or services under any Client Contract when we (i) have received a notice of termination, non-renewal or an indication the client does not intend to continue their subscription during the period and (ii) have determined that such notice evidences the client’s final decision to terminate or not renew the applicable products or services, even though such termination or non-renewal may not be effective until a later date.

A substantial portion of MSCI’s operating revenues is derived from recurring subscriptions or licenses for products and services that are ongoing in nature and provided over contractually agreed periods, which are subject to renewal or cancellation upon the expiration of the then-current term.

In addition, we generate non-recurring revenues from one-time sales and other transactions or services that are discrete in nature or that have a defined life.

The operating metrics defined below help management assess the stability and growth of this recurring-revenue base and track non-recurring revenues.

There have been no changes to the methodologies used to compute these metrics compared with prior years.

Run Rate estimates, at a specific point in time, the annualized value of the recurring portion of executed client contracts (“Client Contracts”) expected to generate revenues over the next 12 months, assuming that all such Client Contracts are renewed and using fixed foreign exchange rates.

Run Rate includes new Client Contracts upon execution, even if the license start date and related revenue recognition occur later.

For Client Contracts where fees are linked to an investment product’s assets or trading volume or fees (referred to as “Asset-based Fees”), the Run Rate calculation is based on:

• For exchange-traded funds (“ETFs”):

assets under management as of the last trading day of the period;

• For non-ETF products:

the most recent client-reported assets under management;

• For listed futures and options contracts:

the most recent quarterly volumes and/or reported exchange fees.

Run Rate excludes fees associated with one-time or other non-recurring transactions.

We remove from Run Rate the annualized fee value associated with products or services under any Client Contracts when (i) we have received a notice of termination, reduction in fees, non-renewal or other clear indication that the client does not intend to continue its subscription at then current fees;

and (ii) management has determined that such notice or indication reflects the client’s final decision to terminate, not renew or renew at a lower fee the applicable products or services, even if such termination or non-renewal is not yet effective (each such event, a “Subscription Cancellation”).

In general, when a client reduces the fees paid to MSCI associated with a reduction in the number of products or services to which it subscribes within a segment, or a switch between products or services within a segment, unless the client switches to a product or service that management considers a replacement, such reduction or switch is treated as a Subscription Cancellation, including for purposes of calculating MSCI’s Retention Rate (as detailed below).

In the cases where the client switches products or services to a replacement service, only the net decrease, if any, is reported as a cancellation.

• In the Analytics and Sustainability and Climate operating segments, substantially all such product or service switches are treated as replacements and are netted accordingly.

• In contrast, in the Index, Real Assets, and Private Capital Solutions operating segments, such netting treatment is applied only in limited circumstances.

Run Rate may differ from revenues recognized in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers.

Changes in our recurring revenues typically lag changes in Run Rate.

The actual amount of recurring revenues we will realize over the following 12 months will differ from Run Rate for numerous reasons, including:

• fluctuations in revenues associated with new recurring sales;

• modifications, cancellations and non-renewals of existing Client Contracts, subject to specified notice requirements;

• differences between the recurring license start date and the date the Client Contract is executed due to, for example, contracts with onboarding periods or fee waiver periods;

• fluctuations in asset-based fees, which may result from changes in certain investment products’ total expense ratios, market movements, including foreign currency exchange rates, or from investment inflows into and outflows from investment products linked to our indexes;

• fluctuations in fees based on trading volumes of futures and options contracts linked to our indexes;

• price changes or discounts;

• revenue recognition differences under U.S.

GAAP, including those related to the timing of implementation and report deliveries for certain of our products and services;

• fluctuations in the number of hedge funds for which we provide investment information and risk analysis to hedge fund investors;

• fluctuations in foreign currency exchange rates;

• the impact of acquisitions and divestitures.

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Key factors include, but are not limited to:

• Immediate recognition of the annualized value of newly executed recurring Client Contracts;

• Immediate removal of the annualized value of Subscription Cancellations on Client Contracts;

• Immediate updates to reflect modifications to existing Client Contracts, including changes in price or scope of services;

• Timing differences between the effective date of service delivery and contract execution (e.g., Client Contracts with implementation periods, fee waivers or future-dated start terms);

• Variability in revenues driven by exogenous factors, such as changes in reference asset values, currency exchange rates or investment flows;

• Variability in revenues tied to trading volumes of futures and options contracts linked to MSCI indexes;

• The effects of acquisitions and divestitures.

• Multi-period agreements with contractual price escalators where the total revenue is recognized ratably over the contract period.

Organic recurring subscription Run Rate growth is defined as the period-over-period growth in Run Rate, excluding:

• The impact of changes in foreign currency exchange rates;

• The impact of acquisitions during the first 12 months following the transaction date;

• The impact of divestitures, where Run Rate from divested businesses are excluded from prior period Run Rates.

The following table presents Run Rates as of the dates indicated and the growth percentages over the years indicated:

(in thousands) December 31,

Increase/(Decrease)

Growth % Organic Run Rate Growth %

Recurring subscriptions $ 1,021,651 $ 934,251 9.4 % 9.3 %

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Analytics 757,366 698,377 8.4 % 7.0 %

ESG and Climate 343,741 319,324 7.6 %

Sustainability and Climate 378,102 343,741 10.0 % 4.9 %

All Other – Private Assets

291,993 266,719 9.5 % 7.4 %

Total Run Rate $ 3,301,576 $ 2,921,687 13.0 % 11.9 %

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Total Run Rate $ 3,301,576 $ 2,921,687 13.0 % 11.9 %

Total Run Rate increased 8.8% for the year ended December 31, 2024, driven by a 7.1% increase from recurring subscriptions and by a 14.8% increase from asset-based fees.

Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, recurring subscriptions Run Rate would have increased 7.9%.

Run Rate from Index recurring subscriptions increased 8.5% for the year ended December 31, 2024, primarily driven by growth from market cap-weighted as well as custom Index and special packages products.

The increase reflected growth across all regions.

Total Run Rate increased 13.0% for the year ended December 31, 2025, driven by a 9.2% increase from recurring subscriptions, primarily driven by increases in the asset manager, banks and broker-dealer, asset owner and hedge fund client segments, as well as a 25.6% increase from asset-based fees.

Run Rate from Index recurring subscriptions increased 9.4% for the year ended December 31, 2025, primarily driven by growth from market cap-weighted and custom Index products.

The increase reflected growth across all regions and client segments.

Run Rate from Index asset-based fees increased 25.6% for the year ended December 31, 2025, primarily driven by higher AUM in ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes.

Run Rate from Analytics products increased 5.5% for the year ended December 31, 2024, driven by growth in both Equity Analytics and Multi-Asset Class products and reflecting growth across all regions and client segments.

Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, Analytics Run Rate would have increased 6.5%.

Run Rate from ESG and Climate products increased 7.6% for the year ended December 31, 2024, primarily driven by growth in Ratings, Climate, and screening products across all regions.

Adjusting for the impact of foreign currency exchange rate fluctuations, ESG and Climate Run Rate would have increased 10.1%.

Run Rate from All Other - Private Assets increased 5.6% for the year ended December 31, 2024, primarily driven by growth from Private Capital Solutions.

The growth in Private Capital Solutions Run Rate was primarily driven by growth from Transparency and Universe Data products and reflected growth across all regions.

Adjusting for the impact of foreign currency exchange rate fluctuations, All Other - Private Assets Run Rate would have increased 6.8%.

Sales represents the annualized value of products and services clients commit to purchase from MSCI and will result in additional operating revenues.

Non-recurring sales represent the actual value of the customer agreements entered into during the period and are not a component of Run Rate.

New recurring subscription sales represent additional selling activities, such as new customer agreements, additions to existing agreements or increases in price that occurred during the period and are additions to Run Rate.

Subscription cancellations reflect client activities during the period, such as discontinuing products and services and/or reductions in price, resulting in reductions to Run Rate.

Net new recurring subscription sales represent the amount of new recurring subscription sales net of subscription cancellations during the period, which reflects the net impact to Run Rate during the period.

Total gross sales represent the sum of new recurring subscription sales and non-recurring sales.

Total net sales represent the total gross sales net of the impact from subscription cancellations.

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Run Rate from Analytics products increased 8.4% for the year ended December 31, 2025, driven by growth in both Multi-Asset Class and Equity Analytics products, reflecting growth across all regions and client segments.

Run Rate from Sustainability and Climate products increased 10.0% for the year ended December 31, 2025, primarily driven by growth in Ratings and Climate products, with growth primarily attributable to EMEA.

The increase was primarily driven by growth in the asset manager, insurance and wealth manager client segments.

Run Rate from All Other – Private Assets increased 9.5% for the year ended December 31, 2025, primarily driven by growth from Private Capital Solutions related to Total Plan Manager, Private Capital Transparency Data and Private Capital Intel products, and reflected growth across all regions.

The increase was primarily driven by growth in asset owner and asset manager client segments.

Sales represents the annualized value of products and services that clients have committed to purchase from MSCI and that are expected to result in additional operating revenues.

Non-recurring sales represent the aggregate value of client agreements entered into during the period that generate non-recurring fees and are not included in Run Rate (as defined elsewhere herein), even if such agreements span multiple periods or years.

New recurring subscription sales represent the annualized value of additional client commitments entered into during the period, such as new Client Contracts, expansions of existing Client Contracts or price increases, that contribute to Run Rate.

Net new recurring subscription sales represent new recurring subscription sales minus the impact of Subscription Cancellations, capturing the net impact to Run Rate for the period.

Total gross sales is the sum of new recurring subscription sales and non-recurring sales.

Total net sales is total gross sales minus the impact of Subscription Cancellations.

Changes in foreign currency are calculated by applying the exchange rates from the prior comparable period to the current period’s foreign currency-denominated Run Rate.

The following table presents our recurring subscription sales, cancellations and non-recurring sales for the years indicated:

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Total Analytics net sales $ 65,483 $ 59,681 9.7 %

ESG and Climate

Sustainability and Climate

New recurring subscription sales $ 40,186 $ 55,397 (27.5 %)

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Total gross sales $ 45,202 $ 64,412 (29.8 %)

Total ESG and Climate net sales $ 41,423 $ 49,794 (16.8 %)

Total Sustainability and Climate net sales $ 21,901 $ 41,423 (47.1 %)

All Other – Private Assets

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Total net sales $ 265,760 $ 257,356 3.3 %

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Retention Rate

The following table presents our Retention Rate for the periods indicated:

Analytics (1)

ESG and Climate

Index Analytics Sustainability and Climate

All Other - Private Assets

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94.7% 94.1% 92.8% 90.6% 93.7%

______________________________

(1) Retention rate for Index excluding the impact of the acquisition of Foxberry was 95.0% and 94.7% for the three months and year ended December 31, 2024, respectively.

Retention rate for Analytics excluding the impact of the acquisition of Fabric was 93.3% and 94.1% for the three months and year ended December 31, 2024, respectively.

Retention Rate is an important metric because subscription cancellations decrease our Run Rate and ultimately our future operating revenues over time.

The annual Retention Rate represents the retained subscription Run Rate (subscription Run Rate at the beginning of the fiscal year less actual cancels during the year) as a percentage of the subscription Run Rate at the beginning of the fiscal year.

The Retention Rate for a non-annual period is calculated by annualizing the cancellations for which we have received a notice of termination or for which we believe there is an intention not to renew or discontinue the subscription during the non-annual period, and we believe that such notice or intention evidences the client’s final decision to terminate or not renew the applicable agreement, even though such termination or non-renewal may not be effective until a later date.

This annualized cancellation figure is then divided by the subscription Run Rate at the beginning of the fiscal year to calculate a cancellation rate.

This cancellation rate is then subtracted from 100% to derive the annualized Retention Rate for the period.

Retention Rate is a key performance metric that provides insight into the stability and durability of MSCI’s recurring revenue base.

Subscription cancellations reduce Run Rate and, over time, lower future operating revenues.

For full-year periods, Retention Rate is calculated as the retained subscription Run Rate, which is defined as the subscription Run Rate at the beginning of the fiscal year minus actual subscription cancellations during the fiscal year, expressed as a percentage of the subscription Run Rate at the beginning of the fiscal year.

For interim (non-annual) periods, Retention Rate is presented on an annualized basis.

The annualized Retention Rate is calculated by:

Dividing annualized subscription cancellations in the period by the subscription Run Rate at the beginning of the fiscal year, to determine a cancellation rate;

Subtracting that rate from 100%, to derive the annualized Retention Rate.

Retention Rate is calculated by operating segment and is based on an individual product or service level within each segment.

We do not calculate Retention Rate for the portion of Run Rate attributable to Asset-based Fees.

For example, in the fourth quarter of 2025, we recorded cancellations of $36.9 million .

To derive the Retention Rate for the fourth quarter, we annualized the actual cancellations during the quarter of $36.9 million to derive $147.6 million of annualized cancellations.

This $144.1 million was then divided by the $2,096.8 million subscription Run Rate at the beginning of the year, which is adjusted to include Fabric’s and Foxberry’s Run Rate as of the date of acquisition, to derive a cancellation rate of 6.9%.

This $147.6 million was then divided by the $2,243.1 million subscription Run Rate at the beginning of the year to derive a cancellation rate of 6.6%.

The 6.6% was then subtracted from 100.0% to derive a Retention Rate of 93.4% for the fourth quarter.

Retention Rate is computed by segment on a product/service-by-product/service basis.

In general, if a client reduces the number of products or services to which it subscribes within a segment, or switches between products or services within a segment, we treat it as a cancellation for purposes of calculating our Retention Rate except in the case of a product or service switch that management considers to be a replacement product or service.

In those replacement cases, only the net change to the client subscription, if a decrease, is reported as a cancel.

In the Analytics and the ESG and Climate operating segments, substantially all product or service switches are treated as replacement products or services and netted in this manner, while in our Index and Real Assets operating segments, product or service switches that are treated as replacement products or services and receive netting treatment occur only in certain limited instances.

In the Analytics and the Sustainability and Climate operating segments, substantially all product or service switches are treated as replacement products or services and netted in this manner, while in our Index and Real Assets operating segments, product or service switches that are treated as replacement products or services and receive netting treatment occur only in certain limited instances.

In addition, we treat any reduction in fees resulting from a down-sell of the same product or service as a cancellation to the extent of the reduction.

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In our product lines, Retention Rate is generally higher during the first three quarters and lower in the fourth quarter, as the fourth quarter is traditionally the largest renewal period in the year.

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Liquidity and Capital Resources

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Senior Notes and Credit Agreement

As of December 31, 2024, we had an aggregate of $4,200.0 million in Senior Notes outstanding.

In addition, under the Credit Agreement, we had as of December 31, 2024 an aggregate of $336.9 million in outstanding borrowings under the Revolving Credit Facility.

See Note 6, “Debt,” of the Notes to Consolidated Financial Statements included herein for additional information on our outstanding indebtedness and Revolving Credit Facility.

On January 26, 2024, we entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) amending and restating in its entirety the prior credit agreement dated as of June 9, 2022 (the “Prior Credit Agreement”).

The Credit Agreement makes available an aggregate of $1,250.0 million of revolving loan commitments under the Revolving Credit Facility (“Revolving Loan Commitments”), which may be drawn until January 26, 2029.

The Revolving Credit Facility under the Credit Agreement was drawn at closing in an amount sufficient to prepay all term loans outstanding under the term loan A facility (the “TLA Facility”) under the Prior Credit Agreement.

The obligations under the Credit Agreement are general unsecured obligations of the Company.

The indentures governing our Senior Notes (the “Indentures”) among us and Computershare, National Association, as trustee and successor to Wells Fargo Bank, National Association, contain covenants that limit our and our subsidiaries’ ability to, among other things, incur liens, enter into sale/leaseback transactions and consolidate, merge or sell all or substantially all of our assets, and that limit the ability of our subsidiaries to incur certain additional indebtedness.

The Credit Agreement also contains covenants that limit our and our subsidiaries’ ability to, among other things, incur liens, enter into sale/leaseback transactions and consolidate, merge or sell all or substantially all of our assets, and that limit the ability of our subsidiaries to incur certain indebtedness.

The Credit Agreement and the Indentures also contain customary events of default, including those relating to non-payment, breach of representations, warranties or covenants, cross-default and cross-acceleration, and bankruptcy and insolvency events, and, in the case of the Credit Agreement, invalidity or impairment of loan documentation, change of control and customary Employee Retirement Income Security Act (“ERISA”) defaults in addition to the foregoing.

None of the restrictions detailed above are expected to impact our ability to effectively operate the business.

As of December 31, 2025, we had an aggregate of $6.0 billion in Senior Notes outstanding.

In addition, under the Credit Agreement, we had as of December 31, 2025 an aggregate of $0.3 billion in outstanding borrowings under the Revolving Credit Facility.

See Note 6, “Debt,” of the Notes to Consolidated Financial Statements included herein for additional information on our outstanding Senior Notes and Revolving Credit Facility.

2025 Issuances and Amendment s

On August 8, 2025, we issued $1.25 billion aggregate principal amount of 5.25% Senior Unsecured Notes due 2035 (the “2035 Senior Notes”) in a registered public offering.

The 2035 Senior Notes mature on September 1, 2035.

At any time prior to June 1, 2035, we may redeem all or part of the 2035 Senior Notes at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest, if any, thereon to, but not including, the redemption date.

On or after June 1, 2035, the 2035 Senior Notes are redeemable at 100% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date.

On August 20, 2025, we entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) amending and restating in its entirety the Company’s prior Second Amended and Restated Credit Agreement (the “Prior Credit Agreement”).

The Credit Agreement increased the aggregate revolving commitments to $1.6 billion (from $1.25 billion under the Prior Credit Agreement) under a revolving credit facility (the “Revolving Credit Facility”), and extends the availability period until August 20, 2030.

Obligations under the Credit Agreement are unsecured senior obligations of the Company.

On November 6, 2025, we issued $500 million aggregate principal amount of 5.15% Senior Unsecured Notes due 2036 (the “2036 Senior Notes”) in a registered public offering.

The 2036 Senior Notes mature on March 15, 2036.

At any time prior to December 15, 2035, we may redeem all or part of the 2036 Senior Notes at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest, if any, thereon to, but not including, the redemption date.

On or after December 15, 2035, the 2036 Senior Notes are redeemable at 100% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date.

The indentures governing our Senior Notes (the “Indentures”) and the Credit Agreement contain covenants that limit our and our subsidiaries’ ability to, among other things, incur liens, enter into sale/leaseback transactions and consolidate, merge or sell all or substantially all of our assets, and that limit the ability of our subsidiaries to incur certain indebtedness.

None of the restrictions above are expected to impact our ability to effectively operate the business.

The Credit Agreement also requires us and our subsidiaries to achieve financial and operating results sufficient to maintain compliance with the following financial ratios on a consolidated basis through the termination of the Credit Agreement:

(1) the maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) measured quarterly on a rolling four-quarter basis not to exceed 4.25:1.00 (or 4.50:1.00 for four fiscal quarters following a material acquisition) and (2) the minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) measured quarterly on a rolling four-quarter basis of at least 4.00:1.00.

As of December 31, 2024, our Consolidated Leverage Ratio was 2.34:1.00 and our Consolidated Interest Coverage Ratio was 10.16:1.00.

Upon the closing of the Credit Agreement on January 26, 2024, the subsidiary guarantors were released from their guarantees under the Indentures and the Prior Credit Agreement.

Previously, the Senior Notes and the Prior Credit Agreement were fully and unconditionally, and jointly and severally, guaranteed by our direct or indirect wholly owned domestic subsidiaries that accounted for more than 5% of our and our subsidiaries’ consolidated assets, other than certain excluded subsidiaries.

As a result, as of December 31, 2024, all of the Company’s subsidiaries were non-guarantor subsidiaries under the Indentures (‘non-guarantor subsidiaries”).

The non-guarantor subsidiaries accounted for approximately $2,249.1 million, or 78.7%, of our total revenue for the trailing 12 months ended December 31, 2024, approximately $811.6 million, or 53.1%, of our consolidated operating income for the trailing 12 months ended December 31, 2024, and approximately $4,861.2 million, or 89.3%, of our consolidated total assets (excluding intercompany assets) and $1,532.8 million, or 24.0%, of our consolidated total liabilities, in each case as of December 31, 2024.

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(1) the maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) measured quarterly on a rolling four-quarter basis not to exceed 4.25:1.00 (or 4.50:1.00 for four fiscal quarters following a material acquisition) and (2) during any Non-Investment Grade Covenant Period (as defined in the Credit Agreement), the minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) measured quarterly on a rolling four-quarter basis of at least 3.00:1.00.

As of December 31, 2025, our Consolidated Leverage Ratio was 2.97.

As of December 31, 2025, all of the Company’s subsidiaries were non-guarantor subsidiaries under the Indentures (“non-guarantor subsidiaries”).

The non-guarantor subsidiaries accounted for approximately $2,455.7 million, or 78.3%, of our total revenue

for the trailing 12 months ended December 31, 2025, approximately $1,019.5 million, or 59.5%, of our consolidated operating income for the trailing 12 months ended December 31, 2025, and approximately $4,964.6 million, or 87.1%, of our consolidated total assets (excluding intercompany assets) and $1,669.6 million, or 20.0%, of our consolidated total liabilities, in each case as of December 31, 2025.

Share Repurchases

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See Note 11, “Shareholders’ Equity (Deficit),” of the Notes to Consolidated Financial Statements included herein for additional information on our stock repurchase program.

As of trade date February 6, 2025, a total of $1.4 billion of authorization remained available under the share repurchase program.

As of trade date February 5, 2026, a total of approximately $2.0 billion of authorization remained available under the share repurchase program.

This authorization may be modified, suspended or terminated by the Board of Directors at any time without prior notice.

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On October 30, 2014, we began paying regular quarterly cash dividends and have paid such dividends each quarter thereafter.

On January 28, 2025, the Board of Directors declared a quarterly cash dividend of $1.80 per share for the three months ending March 31, 2025.

This reflects an increase of 12.5% over the quarterly cash dividend declared for the three months ended December 31, 2024.

The first quarter 2025 dividend is payable on February 28, 2025 to shareholders of record as of the close of trading on February 14, 2025.

On January 27, 2026, the Board of Directors declared a quarterly cash dividend of $2.05 per share of common stock to be paid on February 27, 2026 to shareholders of record as of the close of trading on February 13, 2026.

The following table presents the Company’s cash and cash equivalents, including restricted cash, as of the dates indicated:

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Cash flows from operating activities consist of net income adjusted for certain non-cash items and changes in assets and liabilities.

The year-over-year change was primarily driven by higher cash collections from customers, partially offset by higher cash expenses, mainly reflecting higher cash compensation.

Our primary uses of cash from operating activities are for the payment of cash compensation and benefits costs, income taxes, interest expense, information technology costs, professional fees, market data costs and office rent.

Historically, the payment of

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cash for compensation and benefits is at its highest level in the first quarter when we pay discretionary employee compensation related to the previous fiscal year.

The year-over-year change was primarily driven by higher cash collections from customers, partially offset by higher payments for cash expenses.

Our primary uses of cash from operating activities are for the payment of cash compensation expenses, income taxes, interest expenses, technology costs, professional fees, market data and office rent .

Historically, the payment of cash for compensation and benefits is at its highest level in the first quarter when we pay discretionary employee compensation related to the previous fiscal year.

Cash Flows From Investing Activities

The year-over-year change was primarily driven by the impact of lower cash paid for business acquisitions.

The year-over-year change was due to prior year acquisitions, partially offset by increased capital expenditures.

Cash Flows From Financing Activities

The year-over-year change was primarily driven by the impact of higher share repurchases and dividend payments.

The year-over-year change was primarily driven by proceeds from borrowings partially offset by the impact of higher share repurchases, repayment of borrowings and dividend payments.

We believe that global cash flows from operations, together with existing cash and cash equivalents and funds available under our existing revolving credit facility and our ability to access bank debt, private debt and the capital markets for additional funds, will continue to be sufficient to fund our global operating activities and cash commitments for investing and financing activities, such as material capital expenditures and share repurchases, for at least the 12 months following issuance of this Form 10-K and for the foreseeable future thereafter.

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Vendor obligations 408,927 137,723 97,724 62,309 55,481 51,108 4,582

Other obligations (3)

9,959 9,959 — — — — —

Total contractual obligations $ 8,662,667 $ 437,999 $ 392,770 $ 356,569 $ 1,339,276 $ 1,484,578 $ 4,651,475

______________________________

(1) Includes the impact of payments for the principal amount on the Senior Notes due 2029, the Senior Notes due 2030, the 3.875% Senior Notes due 2031, the 3.625% Senior Notes due 2031 and the Senior Notes due 2033 plus interest based on the 4.000%, 3.625%, 3.875%, 3.625% and 3.250% coupon interest rates, respectively.

(1) Includes the impact of payments for the principal amount on the Senior Notes due 2029, the Senior Notes due 2030, the 3.875% Senior Notes due 2031, the 3.625% Senior Notes due 2031, the Senior Notes due 2033, the Senior Notes due 2035 and the Senior Notes due 2036 plus interest based on the 4.000%, 3.625%, 3.875%, 3.625%, 3.250%, 5.250% and 5.150% coupon interest rates, respectively.

(2) Includes the impact of payments for the principal amount as well as coupon interest payments at the interest rate in effect as of December 31, 2025 on the revolving loans under the Revolving Credit Facility due 2030.

(3) Primarily includes amounts payable related to an estimated one-time tax on deemed repatriation of historic earnings of foreign subsidiaries (the “Toll Charge”) imposed after Tax Reform was enacted.

The Toll Charge, to the extent it is payable in more than one year, is included within “Other non-current liabilities” in our Consolidated Statements of Financial Condition.

The obligations related to our uncertain tax positions, which are not considered material, have been excluded from the table above because of the uncertainty surrounding the timing and final amounts of any settlement.

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See Note 2, “Recent Accounting Standards Updates,” of the Notes to the Consolidated Financial Statements included herein for further information.

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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 7. Management’s Discussion and Analysis