What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-06 compared with 2025-02-07 · 235 added, 257 removed, 976 unchanged (34% of the section changed)

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Subsequent Events

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to

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the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition - Recurring Subscriptions, Asset-Based Fees, and Non-Recurring Revenues

As described in Notes 1 and 3 to the consolidated financial statements, the Company recognized operating revenues of $2.6 billion for the year ended December 31, 2024, related to recurring subscriptions, asset-based fees, and non-recurring revenues from the Index, Analytics, and ESG and Climate segments.

As described in Notes 1 and 3 to the consolidated financial statements, the Company recognized operating revenues of $2.9 billion for the year ended December 31, 2025, related to recurring subscriptions, asset-based fees, and non-recurring revenues from the Index, Analytics, and Sustainability and Climate segments.

Recurring subscription revenues represent fees earned from clients primarily under renewable contracts or agreements and are generally paid annually in advance and recognized in most cases ratably over the term of the license or service pursuant to the contract terms.

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These procedures also included, among others, testing a sample of revenue transactions by obtaining and inspecting source documents which included (i) sales contracts or agreements, invoices, and cash receipts, where applicable, for recurring subscriptions and non-recurring revenues, and (ii) sales contracts or agreements, invoices, and cash receipts, where applicable, and AUM data from independent third-party sources or information provided by the Company’s customers, where applicable, to recalculate revenue recognized for asset-based fees.

Goodwill Impairment Assessments – Real Assets and Private Capital Solutions Reporting Units

Goodwill Impairment Assessment – Private Capital Solutions Reporting Unit

As described in Notes 1 and 9 to the consolidated financial statements, the Company’s goodwill balance was $2.9 billion as of December 31, 2025.

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If the estimated fair value is below carrying value, an impairment charge will be recorded up to, but not more than, the total amount of goodwill allocated to the reporting unit.

As disclosed by management, as of December 31, 2024, the carrying value of goodwill within the Real Assets and Private Capital Solutions reporting units was $689.8 and $617.8 million, respectively.

As disclosed by management, as of December 31, 2025, the carrying value of goodwill within the Private Capital Solutions reporting unit was $618 million.

Management uses an equal weighting of the income approach and the market approach to estimate the fair value of each reporting unit.

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Selecting appropriate guideline companies, valuation multiples and other key assumptions such as revenue growth rates and discount rates requires significant management judgment.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments of the Real Assets and Private Capital Solutions reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Real Assets and Private Capital Solutions reporting units;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, projected EBITDA margins, discount rates, guideline companies, and valuation multiples;

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Private Capital Solutions reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Private Capital Solutions reporting unit;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, projected EBITDA margins, the discount rate, guideline companies, and valuation multiples;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the Real Assets and Private Capital Solutions reporting units.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Real Assets and Private Capital Solutions reporting units;

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Private Capital Solutions reporting unit.

These procedures also included,

among others (i) testing management’s process for developing the fair value estimate of the Private Capital Solutions reporting unit;

(ii) evaluating the appropriateness of the income approach and market approach used by management;

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testing the completeness and accuracy of underlying data used in the income approach and market approach;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, projected EBITDA margins, discount rates, guideline companies, and valuation multiples.

Evaluating management’s assumptions related to certain revenue growth rates and projected EBITDA margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Real Assets and Private Capital Solutions reporting units;

(iii) testing the completeness and accuracy of underlying data used in the income approach and market approach;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, projected EBITDA margins, the discount rate, guideline companies, and valuation multiples.

(ii) the consistency with external market and industry data;

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We have served as the Company’s auditor since 2014.

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CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

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Accrued compensation and related benefits 242,947 217,492

Current portion of long-term debt — 10,902

Other accrued liabilities 265,250 192,233

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See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF INCOME

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See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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Pension and other post-retirement adjustments, net 4,248 ( 2,847 ) ( 7,009 )

Other comprehensive (loss) income, net of tax ( 9,688 ) ( 1,141 ) ( 1,416 )

Other comprehensive income (loss), net of tax 19,471 ( 9,688 ) ( 1,141 )

Comprehensive income $ 1,221,776 $ 1,099,440 $ 1,147,451

See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

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Common stock issued to Directors and (held in)/released from treasury

( 823 ) ( 823 )

Balance at December 31, 2024

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Common stock issued 2 2

Exercise of stock options 6,975 6,975

Compensation payable in common stock 111,778 111,778

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See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

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Loss on extinguishment of debt — 1,510 —

Loss on investment in investee 11,768 — —

Deferred taxes 46,675 14,328 ( 15,258 )

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Other ( 203 ) ( 1,670 ) ( 1,185 )

Acquisition of equity method investment — — ( 5 )

Net cash used in investing activities ( 130,064 ) ( 144,255 ) ( 819,378 )

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Repayment of borrowings ( 1,101,875 ) ( 559,063 ) ( 8,750 )

Proceeds from borrowings 556,875 — 355,000

Proceeds from borrowings, net of discount 2,805,963 556,875 —

Payment of debt issuance costs ( 20,082 ) ( 3,739 ) —

Payment of contingent consideration and deferred purchase price from acquisitions ( 12,145 ) ( 2,006 ) —

Proceeds from exercise of stock options 6,975 — —

Net cash used in financing activities ( 1,361,990 ) ( 1,402,308 ) ( 953,931 )

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Property, equipment and leasehold improvements in other accrued liabilities $ 2,375 $ 2,629 $ 2,738

Supplemental disclosure of non-cash financing activities

Cash dividends declared, but not yet paid $ 1,585 $ 1,941 $ 3,748

See Notes to Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

INTRODUCTION AND BASIS OF PRESENTATION

MSCI Inc., together with its wholly owned subsidiaries (the “Company” or “MSCI”) is 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.

Our products and services include indexes;

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and private asset data and analytics.

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 operating or reportable segments, the financial information reviewed by our chief operating decision maker (“CODM”), or our historical segment operating results.

Basis of Presentation

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A client can receive a discount for purchasing a bundle of products or services if the sum of the standalone selling price of those promised products or services in the contract exceeds the promised consideration in the contract.

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For services where the transaction price is variable such as based upon assets under management (“AUM”), volume of trades or fee levels, the transaction price is based upon pricing models and is not allocated at the inception of the contract but rather falls within the sales and usage-based royalty exception under which the price and associated revenue are based upon actual known performance or best estimates of actual performance during the performance period.

Revenue is recognized when a client obtains control of promised products or services in an amount that reflects the consideration the entity expects to receive in exchange for those products or services.

Determining when control has transferred can sometimes require management’s judgment ( e.g.

, implementation services), which could affect the timing of revenue recognition.

Determining when control has transferred can sometimes require management’s judgment, which could affect the timing of revenue recognition.

Revenue is recognized exclusive of any applicable sales or other indirect taxes.

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The level of performance achieved is based on information obtained from independent third-party sources or best estimates taking into account the most recently reported information from the client.

Analytics segment operating revenues are recognized as MSCI satisfies performance obligations through providing access to its proprietary models or hosted applications and, in some cases, delivery of managed services, which are typically satisfied over time, and operating revenues are recognized ratably over the term of the service period.

For implementation services, MSCI meets its performance obligation once the implementation is complete and the related service is available for the client to use.

Operating revenues are recognized at the point in time when the implementation service is completed.

ESG and Climate segment operating revenues are recognized as MSCI’s performance obligations to provide data to or update data for clients are satisfied.

Analytics segment operating revenues are recognized as MSCI satisfies performance obligations, through providing access to its proprietary models or hosted applications and, in some cases, managed services including implementation and other related services.

These performance obligations are typically satisfied over time, and operating revenues are recognized ratably over the term of the service period.

Sustainability and Climate segment operating revenues are recognized as MSCI’s performance obligations to provide data to or update data for clients are satisfied.

The majority of these performance obligations are satisfied over the term of the license period, with operating revenues recognized ratably.

For custom ESG research data, the performance obligation is typically satisfied, and revenue is recognized, at the point in time when the data is updated and available to the client.

For custom Sustainability research data, the performance obligation is typically satisfied, and revenue is recognized, at the point in time when the data is updated and available to the client.

All Other – Private Assets operating revenues are recognized as MSCI's performance obligations to provide analysis, insights and data to clients are satisfied.

The majority of these performance obligations are satisfied over the term of the license period, with operating revenues recognized ratably.

Certain other Real Assets products, including benchmark reports, are recognized at the point in time when the Company satisfies the performance obligation through delivery to the client.

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Share-Based Compensation

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The Company’s compensation expense reflects the fair value method of accounting for share-based payments under ASC Subtopic 718-10, “ Compensation—Stock Compensation.

Stock-based compensation awards include restricted stock units (“RSUs”), performance stock units (“PSUs”) and performance stock options (“PSOs”).

PSUs are subject to market conditions based on the achievement of multi-year total shareholder return targets and PSOs are subject to performance conditions based on the cumulative results of financial targets.

Stock-based compensation awards include restricted stock units (“RSUs”), performance stock units (“PSUs”), performance stock options (“PSOs”) and premium priced options (“PPOs”).

PPOs are stock options with an exercise price set above MSCI’s market price on the grant date.

The fair value of RSUs at grant date is measured using the price of MSCI’s common stock.

The fair value of PSUs at grant date is determined using a Monte Carlo simulation model that creates a normal distribution of future stock prices, which is then used to value the awards based on their individual terms.

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For PSOs, the grant-date fair value is adjusted for any changes in the probability of achievement of (i) a cumulative revenue performance goal and (ii) a cumulative adjusted EPS performance goal (each weighted at 50 %).

The fair value of PPOs at grant date is determined using a lattice model.

A lattice model derives the expected term based on an assumption that the likelihood of exercise will increase when the share price reaches a defined multiple of the strike price.

Research and Development

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These amounts have been recorded in “Other non-current liabilities” on the Consolidated Statement of Financial Condition.

The Company’s management believes the resolution of tax matters will not have a material effect on the Company’s consolidated financial condition.

The Company’s management believes the resolution of tax matters

will not have a material effect on the Company’s consolidated financial condition.

However, to the extent the Company is required to pay amounts in excess of its reserves, a resolution could have a material impact on its Consolidated Statement of Income for a particular future period.

In addition, an unfavorable tax settlement could require use of cash and result in an increase in the effective tax rate in the period in which such resolution occurs.

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Deferred Revenue

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If the estimated fair value is below carrying value, an impairment charge will be recorded up to, but not more than, the total amount of goodwill allocated to the reporting unit.

The Company completed its annual goodwill impairment test as of July 1, 2024 on its Index, Analytics, ESG and Climate, Real Assets and Private Capital Solutions reporting units, which were also the Company’s operating segments.

As of July 1, 2024,the Company performed a quantitative test for impairment and determined that the fair value of all reporting units exceeded their respective carrying values.

The Company completed its annual goodwill impairment test as of July 1, 2025 on its Index, Analytics, Sustainability and Climate, Real Assets and Private Capital Solutions (“PCS”) reporting units, which were also the Company’s operating segments.

See Note 13, “Segment Information,” for further descriptions of the operating segments.

As of July 1, 2025, the Company had selected to bypass the optional qualitative assessment for the Real Assets and 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.

Based on the results of the annual goodwill impairment testing performed and given there were no impairment triggers identified as part of interim assessments, no impairment of goodwill was recorded during the years ended December 31, 2025, 2024 and 2023.

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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 may not be recoverable.

The Company also reviews the useful lives on a periodic basis to determine if the period of economic benefit has

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The Company also reviews the useful lives on a periodic basis to determine if the period of economic benefit has changed.

If the carrying value of an intangible asset exceeds its fair value, an impairment charge would be recognized in an amount equal to the amount by which the carrying value of the intangible asset exceeds its fair value.

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The Company accounts for treasury stock under the cost method and includes treasury stock as a component of shareholders’ equity (deficit).

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Accrued Compensation

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accounted for 18.7 %, 17.9 % and 16.8 % of the Index segment’s operating revenues, respectively.

No single customer accounted for 10.0% or more of operating revenues within Analytics, ESG and Climate or All Other – Private Assets for the years ended December 31, 2024, 2023 and 2022.

No single customer accounted for 10.0% or more of operating revenues within Analytics, Sustainability and Climate or All Other – Private Assets for the years ended December 31, 2025, 2024 and 2023.

Cash and Cash Equivalents

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The amendments in ASU 2023-09 aim to enhance the transparency and decision usefulness of income tax disclosures.

ASU 2023-09 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The adoption of ASU 2023-09 will expand our disclosures, but we do not expect the adoption of ASU 2023-09 to have a material impact on our consolidated financial statements.

ASU 2023-09 was adopted by the Company and is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The retrospective adoption of ASU 2023-09 expanded our disclosures but did not have a material impact on our consolidated financial statements.

In November 2024, the FASB issued Accounting Standards Update No.

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The amendments in ASU 2024-03 require additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement.

ASU 2024-03 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2027 and interim period reporting beginning in fiscal 2028 on a prospective basis.

ASU 2024-03 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2027 and interim period reporting beginning in fiscal 2028 on a

prospective basis.

The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

In July 2025, the FASB issued Accounting Standards Update No.

2025-05 “Financial Instruments—Credit Losses (Topic 326)” or ASU 2025-05.

The amendments in ASU 2025-05 permit entities to elect a practical expedient when estimating expected credit losses on accounts receivable and contract assets.

Under this election, entities may assume that current conditions as of the balance sheet date do not change for the remaining life of accounts receivable and contract assets when developing forecasts as part of estimating expected credit losses.

ASU 2025-05 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2026 and interim period reporting beginning in 2026 on a prospective basis.

The Company is currently evaluating the impact that adoption of this standard will have on its consolidated financial statements.

In September 2025, the FASB issued Accounting Standards Update No.

2025-06 “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)” or ASU 2025-06.

The amendments in ASU 2025-06 remove references to prescriptive and sequential software development stages.

The amendments also require entities to begin capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used as intended.

ASU 2025-06 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2028 and interim period reporting beginning in 2028, with early adoption permitted as of the beginning of a fiscal year.

The amendments can be applied prospectively, retrospectively, or on a modified prospective transition method.

The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

In November 2025, the FASB issued Accounting Standards Update No.

2025-09 “Derivatives and Hedging (Topic 815)” or ASU 2025-09.

The amendments in ASU 2025-09 clarify aspects of the guidance on hedge accounting and address incremental hedge accounting issues arising from the global reference rate reform initiative.

ASU 2025-09 is effective for the Company’s Annual Report on Form 10-K and interim periods for the year ended December 31, 2027, with early adoption permitted.

The amendments must be applied prospectively.

The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

In November 2025, the FASB issued Accounting Standards Update No.

2025-11 “Interim Reporting (Topic 270)” or ASU 2025-11.

The amendments in ASU 2025-11 improve guidance in Topic 270 and clarify disclosure requirements for interim reporting periods without changing the fundamental nature of interim reporting.

ASU 2025-11 is effective for the Company’s interim reporting periods for the year ended December 31, 2028, with early adoption permitted.

The amendments can be applied prospectively or retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

REVENUE RECOGNITION

MSCI’s operating revenues are reported by product type and each product type may have different timing for recognizing revenue.

The Company’s operating revenues types are recurring subscriptions, asset-based fees and non-recurring revenues.

The Company’s operating revenue types are recurring subscriptions, asset-based fees and non-recurring revenues.

The Company also disaggregates operating revenues by segment.

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The tables that follow present the disaggregated operating revenues for the periods indicated:

For the Year Ended December 31, 2025

(in thousands) Index Analytics ESG and Climate All Other - Private Assets Total

Operating Revenues Types

(in thousands) Index Analytics Sustainability and Climate All Other – Private Assets

Operating Revenue Types

Recurring subscriptions $ 957,897 $ 697,488 $ 346,401 $ 276,918 $ 2,278,704

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For the Year Ended December 31, 2024

(in thousands) Index Analytics ESG and Climate All Other - Private Assets Total

Operating Revenues Types

(in thousands) Index Analytics Sustainability and Climate All Other – Private Assets

Operating Revenue Types

Recurring subscriptions $ 882,367 $ 658,610 $ 318,835 $ 254,633 $ 2,114,445

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For the Year Ended December 31, 2023

(in thousands) Index Analytics ESG and Climate All Other - Private Assets Total

(in thousands) Index Analytics Sustainability and Climate All Other – Private Assets

Operating Revenues Types

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Total $ 1,451,815 $ 615,956 $ 287,568 $ 173,581 $ 2,528,920

The table that follows presents the change in accounts receivable, net of allowances and current deferred revenue between the dates indicated:

The tables that follow present the change in accounts receivable, net of allowances and current deferred revenue between the dates indicated:

(in thousands) Accounts receivable, net of allowances Deferred revenue

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Increase/(decrease) $ ( 18,846 ) $ 39,559

The amount of revenue recognized in the period that was included in the opening current deferred revenue, which reflects the contract liability amounts, was $ 1,022.9 million, $ 836.7 million and $ 819.9 million for the years ended December 31, 2024, 2023 and 2022 respectively.

The amounts of revenues recognized in the periods that were included in the opening current deferred revenue, which reflects contract liability amounts, were $ 1,123.4 million, $ 1,022.9 million and $ 836.7 million for the years ended December 31, 2025, 2024 and 2023 respectively.

The difference between the opening and closing balances of the Company’s deferred revenue was primarily driven by an increase in billings, partially offset by an increase in amortization of deferred revenue to operating revenues.

As of December 31, 2025, 2024 and 2023, the Company carried a long-term deferred revenue balance of $ 34.0 million, $ 32.2 million and $ 28.8 million, respectively, in “Other non-current liabilities” on the Consolidated Statement of Financial Condition.

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For contracts that have a duration of one year or less, the Company has not disclosed either the remaining performance obligation as of the end of the reporting period or when the Company expects to recognize the revenue.

The remaining performance obligations for contracts that have a duration of greater than one year and the periods in which they are expected to be recognized are as follows:

The remaining performance

obligations for contracts that have a duration of greater than one year and the periods in which they are expected to be recognized are as follows:

(in thousands) December 31,

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Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding during the period.

Diluted EPS reflects the assumed conversion of all dilutive securities, including, when applicable, RSUs, PSUs and PSOs.

Diluted EPS reflects the assumed conversion of all dilutive securities, including, when applicable, stock options, restricted stock units, performance stock units, and performance stock options.

The following table presents the computation of basic and diluted EPS:

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Effect of dilutive securities:

PSUs, RSUs, and PSOs 250 381 469

Diluted weighted average common shares outstanding 76,636 78,960 79,843

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Diluted $ 15.69 $ 14.05 $ 14.39

On October 2, 2023, the Company acquired the remaining 66.4 % interest in Burgiss for $ 696.8 million in cash (the “step acquisition”).

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

The acquisition of Burgiss provides the Company with comprehensive data and deep expertise in private assets, enabling investors to evaluate fundamental information, measure and compare performance, understand exposures, manage risk, and conduct robust analytics.

The step acquisition has been accounted for as a business combination using the acquisition method of accounting and its results are reported within the Private Capital Solutions operating segment within All Other – Private Assets.

With the step acquisition, the Company renamed the Burgiss operating segment to Private Capital Solutions.

Prior to the step acquisition, Burgiss was accounted for as an equity-method investment.

Therefore, MSCI did not recognize the proportionate share of Burgiss’ operating revenues, rather, the Company’s proportionate share of the income or loss of Burgiss was reported as a component of other (expense) income, net.

A portion of Burgiss’s client agreements do not have automatic renewal clauses at the end of the subscription period.

Due to the historically high retention rate, the expectation that a substantial portion of the client agreements will be renewed and the nature of the subscription service, the associated revenue is recorded as recurring subscription revenue.

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The table below represents the final purchase price allocation to total assets acquired and liabilities assumed based on their respective estimated fair values as of October 2, 2023 and the associated estimated useful lives of acquired intangibles as of that date.

(in thousands) Estimated

Useful Life Fair Value

Cash and cash equivalents

Accounts receivable 25,839

Prepaid Income Taxes

Other current assets 4,201

Property, equipment and leasehold improvements, net 670

Right of use assets 3,443

Other non-current assets 487

Deferred revenue ( 21,479 )

Other current liabilities ( 13,705 )

Long-term operating lease liabilities ( 2,525 )

Intangible assets:

Proprietary data 11 years 229,900

Customer relationships 21 years 179,900

Acquired technology and software 3 years 19,000

Trademarks 1 year 900

Goodwill 617,834

Net assets acquired

The Company, with the assistance of third-party valuation experts, calculated the fair values of intangible assets using the relief from royalty method for proprietary data, acquired technology and software and trademarks and the multi-period excess earnings method for customer relationships.

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.

The weighted average amortization period of the acquired intangible assets was 14.8 years.

The recorded goodwill is primarily attributable to the utilization of the acquired data as well as expanded market opportunities.

Goodwill attributable to the acquisition is deductible for federal income tax purposes to the extent of consideration paid.

Revenue of Burgiss recognized within the consolidated financial statements was $ 105.9 million and $ 25.4 million for the year ended December 31, 2024 and 2023, respectively.

On November 1, 2023 MSCI completed the acquisition of Trove Research Ltd (“Trove”), a carbon markets intelligence provider.

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

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

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Fabric is a part of the Analytics operating segment.

The contingent consideration related to Fabric is payable based upon the future product sales of the acquired business.

The aggregate purchase price for Fabric was $ 16.1 million and resulted in the recognition of $ 5.9 million of goodwill.

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

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Foxberry is a part of the Index operating segment.

The contingent consideration related to Foxberry is payable based upon the achievement of integration metrics related to the operation of the platform.

The Company recognizes the fair value of contingent consideration at the date of acquisition.

The liability associated with any contingent consideration is remeasured to fair value at each reporting date subsequent to the acquisition and changes in the fair value are recorded in the Consolidated Statements of Income.

The following table presents the preliminary acquired balances related to the acquisitions of Trove, Fabric and Foxberry:

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(in thousands, except weighted average amortization period of intangible asset) Trove Fabric Foxberry

Acquisition Date

November 1, 2023 January 2, 2024 April 16, 2024

Cash payments

$ 37,465 $ 7,959 $ 20,945

Deferred payments — — 2,529

Contingent consideration liability — 8,146 19,094

Aggregate purchase price

$ 37,465 $ 16,105 $ 42,568

Net tangible assets acquired (liabilities assumed)

$ ( 4,787 ) $ ( 1,099 ) $ ( 3,877 )

Intangible assets

7,705 11,300 22,500

34,547 5,904 23,945

Aggregate purchase price

$ 37,465 $ 16,105 $ 42,568

Weighted average amortization period of intangible assets (years)

The fair values of the contingent consideration were determined based on management estimates and assumptions which primarily include forecasted product sales, probability of achievement of certain integration targets and discount rates.

The aggregate purchase price for Foxberry was $ 42.6 million and resulted in the recognition of $ 23.9 million of goodwill.

The Fabric and Foxberry acquisitions each included contingent consideration as a component of the aggregate purchase price.

The fair values of the contingent consideration were determined based on management estimates and assumptions which primarily included forecasted product sales, probability of achievement of certain integration targets and discount rates.

The Company classifies these liabilities as Level 3 within the fair value hierarchy, as the measurement is based on inputs that are not observable in the market.

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(1) Reflects balance of contingent consideration at acquisition date fair value.

The recorded goodwill for Trove is primarily attributable to expected synergies from the utilization of the acquired data as well as expanded market opportunities.

The recorded goodwill amounts for Fabric and Foxberry are primarily attributable to expected synergies from the utilization of the acquired technology platforms.

Goodwill attributable to the acquisitions of Fabric, Trove and Foxberry are not deductible for federal income tax purposes.

Revenue of Trove, Fabric and Foxberry recognized within the Consolidated Statement of Income was not material for the years ended December 31, 2024 or 2023.

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As of December 31, 2024, the Company had outstanding an aggregate of $ 4,200.0 million in senior unsecured notes (collectively, the “Senior Notes”) and $ 336.9 million under the Revolving Credit Facility (as defined below) as presented in the table below:

As of December 31, 2025, the Company had outstanding an aggregate of $ 6.0 billion in senior unsecured notes (collectively, the “Senior Notes”) and $ 0.3 billion under the Revolving Credit Facility (as defined below) as presented in the table below:

(in thousands) Maturity Date Principal

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August 15, 2033 700,000 694,870 694,201 630,000 592,046

Variable rate Tranche A Term Loans due 2027 (1)

February 16, 2027 — — 337,959 — 337,367

Variable rate Revolving Loan Commitments (2)

January 26, 2029 336,875 336,875 — 333,506 —

5.250 % senior unsecured notes due 2035

September 1, 2035 1,250,000 1,230,856 — 1,262,500 —

5.150 % senior unsecured notes due 2036

March 15, 2036 500,000 493,149 — 499,500 —

Variable rate revolving loans (1)

August 20, 2030 300,000 300,000 336,875 297,000 333,506

Total debt $ 6,250,000 $ 6,202,119 $ 4,510,816 $ 6,057,900 $ 4,147,217

__________________________

(1) All senior unsecured Tranche A Term Loans (as defined below) were repaid and extinguished during the year ended December 31, 2024.

(1) As of December 31, 2025, there were $ 5.6 million in unamortized deferred financing fees associated with the variable rate revolving loan commitments under the Revolving Credit Facility (“Revolving Loan Commitments”) of which $ 1.2 million is included in “Prepaid and other assets,” and $ 4.4 million is included in “Other non-current assets” on the Consolidated Statement of Financial Condition.

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2029 1,000,000

2030 1,200,000

Thereafter 4,050,000

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Semi-Annual February 15

Variable rate Revolving Loan Commitments (1)

Variable February 26

5.250 % senior unsecured notes due 2035 (1)

Semi-Annual March 1

5.150 % senior unsecured notes due 2036 (2)

Semi-Annual March 15

Variable rate revolving loans (3)

Variable October 22

______________________________

(1) The first payment occurred on February 26 , 2024.

(1) The first payment will occur on March 1 , 2026.

(2) The first payment will occur on March 15 , 2026.

(3) The first payment occurred on October 22 , 2025.

The fair market value of the Company’s debt obligations represent Level 2 valuations.

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The $ 1,000.0 million aggregate principal amount of 4.000 % senior unsecured notes due 2029 (the “2029 Senior Notes”) are scheduled to mature on November 15, 2029 .

The Company may redeem all or part of the 2029 Senior Notes, together with accrued and unpaid interest, on or after November 15, 2024, at redemption prices set forth in the indenture governing the 2029 Senior Notes.

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The Company may redeem all or part of the 2029 Senior Notes, together with accrued and unpaid interest at redemption prices set forth in the indenture governing the 2029 Senior Notes.

The $ 900.0 million aggregate principal amount of 3.625 % senior unsecured notes due 2030 (the “2030 Senior Notes”) are scheduled to mature on September 1, 2030 .

At any time prior to March 1, 2025, the Company may redeem all or part of the 2030 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 and additional interest, if any, thereon, to the date of redemption.

In addition, the Company may redeem all or part of the 2030 Senior Notes, together with accrued and unpaid interest, on or after March 1, 2025, at redemption prices set forth in the indenture governing the 2030 Senior Notes.

The Company may redeem all or part of the 2030 Senior Notes, together with accrued and unpaid interest at redemption prices set forth in the indenture governing the 2030 Senior Notes.

The $ 1,000.0 million aggregate principal amount of 3.875 % senior unsecured notes due 2031 (the “2031A Senior Notes”) are scheduled to mature on February 15, 2031 .

At any time prior to June 1, 2025, the Company may redeem all or part of the 2031A 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, to, but excluding, the redemption date.

In addition, the Company may redeem all or part of the 2031A Senior Notes, together with accrued and unpaid interest, on or after June 1, 2025, at redemption prices set forth in the indenture governing the 2031A Senior Notes.

The Company may redeem all or part of the 2031A Senior Notes, together with accrued and unpaid interest at redemption prices set forth in the indenture governing the 2031A Senior Notes.

The $ 600.0 million aggregate principal amount of 3.625 % Senior Unsecured Notes due 2031 (the “2031B Senior Notes”) are scheduled to mature on November 1, 2031 .

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At any time prior to August 15, 2027, the Company may redeem all or part of the 2033 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 and additional interest, if any, thereon, to the date of redemption.

In addition, the Company may redeem all or part of the 2033 Senior Notes, together with accrued and unpaid interest, on or after August 15, 2027, at redemption prices set forth in the indenture governing the 2033 Senior Notes.

addition, the Company may redeem all or part of the 2033 Senior Notes, together with accrued and unpaid interest, on or after August 15, 2027, at redemption prices set forth in the indenture governing the 2033 Senior Notes.

On August 8, 2025, the Company issued $ 1,250.0 million aggregate principal amount of 5.250 % Senior Unsecured Notes due 2035 (the “2035 Senior Notes”) in a registered public offering.

The 2035 Senior Notes are scheduled to mature on September 1, 2035 .

At any time prior to June 1, 2035, the Company 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 November 6, 2025, the Company issued $ 500.0 million aggregate principal amount of 5.150 % Senior Unsecured Notes due 2036 (the “2036 Senior Notes”) in a registered public offering.

The 2036 Senior Notes are scheduled to mature on March 15, 2036 .

At any time prior to December 15, 2035, the Company 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.

Credit Agreement.

Since November 20, 2014, the Company has maintained a revolving credit agreement with a syndicate of banks.

On January 26, 2024, the Company entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) amending and restating in its entirety the Company’s prior Amended and Restated Credit Agreement (the “Prior Credit Agreement”).

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

At the closing of the Credit Agreement, the Company drew $ 336.9 million on the Revolving Credit Facility and primarily used the proceeds to prepay all senior unsecured Tranche A Term Loans (the “Tranche A Term Loans”) 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 prepayment of the Tranche A Term Loans and the entry into the Credit Agreement resulted in an approximately $ 1.5 million loss on extinguishment related to unamortized debt issuance costs during the three months ended March 31, 2024.

The loss on extinguishment was recorded in “Other expense (income)” on the Consolidated Statement of Income.

On August 20, 2025, the Company 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 makes available to the Company an aggregate of $ 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 .

Prior to entering into the Credit Agreement, the Company applied part of the proceeds of its offering of the 2035 Senior Notes to repay in full all outstanding borrowings under the Prior Credit Agreement.

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

As of December 31, 2025, the Company had $ 300.0 million of revolving loans outstanding under the Revolving Credit Facility.

The Company may use the Revolving Credit Facility for general corporate purposes (including, working capital and acquisitions and other transactions permitted under the Credit Agreement).

Interest on the revolving loans under the Credit Agreement accrues, at a variable rate, based on the secured overnight funding rate (“SOFR”) or the alternate base rate (“Base Rate”), plus, in each case, an applicable margin to be determined based on the credit ratings of the Company’s senior, unsecured long-term debt and will be due on each Interest Payment Date (as defined in the Credit Agreement).

So long as the credit rating for the Company’s senior, unsecured long-term debt is set at BBB-/BBB- by each of S&P and Fitch, respectively, the applicable margin is 0.50 % for Base Rate loans, and 1.50 % for SOFR loans.

Interest on the revolving loans under the Credit Agreement accrues, at a variable rate, based on the secured overnight funding rate (“SOFR”) or the alternate base rate (“Base Rate”), plus, in each case, an applicable margin determined based on the credit ratings of the Company’s senior, unsecured long-term debt.

As of December 31, 2025, the applicable margin is 0.50 % for Base Rate loans, and 1.50 % for SOFR loans.

At December 31, 2025, the interest rate on the revolving loans under the Revolving Credit Facility was 5.3 % .

In connection with the closings of the Senior Notes offerings, entry into the Prior Credit Agreement and the subsequent amendments thereto, and entry into the Credit Agreement, the Company paid certain financing fees which, together with the existing fees related to prior credit facilities, are being amortized over their related lives.

In connection with the closings of the Senior Notes offerings, entry into the Prior Credit Agreement and entry into the Credit Agreement, the Company paid certain financing fees which, together with the existing fees related to prior credit facilities, are being amortized over their related lives.

At December 31, 2025, $ 53.3 million of the deferred financing fees and premium remain unamortized, $ 1.2 million of which is included in “Prepaid and other assets,” $ 4.4 million of which is included in “Other non-current assets” and $ 47.7 million of which is included in “Long-term debt” on the Consolidated Statement of Financial Condition.

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The components of lease expense (income) of the Company’s operating leases are as follows:

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operating lease liabilities $ 15,939 $ 32,386 $ 12,568

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PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

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The following table shows the changes in our goodwill balances from December 31, 2023 to December 31, 2025:

(in thousands) Index Analytics ESG and Climate All Other - Private Assets Total

(in thousands) Index Analytics Sustainability and Climate All Other – Private Assets

Goodwill at December 31, 2023

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Acquisitions — — — — —

23,945 5,904 ( 365 ) ( 582 ) 28,902

Foreign exchange translation adjustment 4,118 — 2,637 1,440 8,195

2 unchanged sentences

______________________________

(1) Reflects the opening balance sheet impact of the acquisitions of Trove and Burgiss.

(1) Reflects the opening balance sheet and measurement period adjustment impacts of the acquisitions of Foxberry, Fabric, Trove and Burgiss.

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Intangible Assets, Net

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Eligible employees receive 401(k) and other defined contribution plan matching contributions, which are subject to vesting and certain other limitations.

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The following table reflects the employee benefits expense by cost, type and location in the Statement of Income for the periods indicated:

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plans are in the Switzerland plans.

The Switzerland plans are associated with an insured collective retirement foundation, whereby assets are held in trust and the assets are comingled with those of other participating companies.

The Switzerland plans are associated with an insured collective retirement foundation, whereby assets are held in trust and the assets are commingled with those of other participating companies.

Investment decisions are made by a board of the collective retirement foundation, comprised of participating company representatives and representatives from the insurer.

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This note reflects the share repurchases and related activity as well as share-based compensation activity recognized by the Company, for all periods referenced.

Return of capital

On October 28, 2024 , the Board of Directors authorized a stock repurchase program (the “2024 Repurchase Program”) for the purchase of up to $ 1,500.0 million worth of shares of MSCI’s common stock in addition to the $ 405.4 million of authorization then remaining under a previously existing share repurchase program that was replaced by, and incorporated into, the 2024 Repurchase Program for a total of $ 1,905.4 million of stock repurchase authorization available under the 2024 Repurchase Program.

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Stock Repurchase Program

On October 25, 2025, the Board of Directors authorized a new stock repurchase program (the “2025 Repurchase Program”) for the repurchase of up to an aggregate of $ 3.0 billion worth of shares of MSCI’s common stock, which supersedes and replaces the previously existing share repurchase program.

Share repurchases made pursuant to the 2025 Repurchase Program may take place in the open market or in privately negotiated transactions from time to time based on market and other conditions.

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

As of December 31, 2024, there was $ 1,535.5 million of available authorization remaining under the 2024 Repurchase Program.

As of December 31, 2025, there was $ 2.1 billion of available authorization remaining under the 2025 Repurchase Program.

Common Stock Dividends

The following table provides information with respect to repurchases of the Company’s common stock made on the open market:

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Year Ended December 31, $ 5.52 $ 442,103 $ 441,143 $ 960

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The following table presents activity related to shares of common stock issued and repurchased for the periods indicated:

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In connection with awards under its equity-based compensation and benefit plans, the Company is authorized to use newly issued shares or certain shares of common stock held in treasury.

In January 2025, the Company granted a portion of its employees awards in the form of RSUs, PSUs, PSOs, and premium-priced stock options (“PPOs”).

The total number of units and options granted was 419,786 .

The aggregate fair value of the awards was $ 129.7 million.

The RSUs granted in 2025 vest at the end of a three-year service period.

The PSUs granted in 2025 vest at the end of a three-year service period, are subject to a one-year sale restriction and are also subject to the achievement of an absolute total shareholder return compounded annual growth rate, measured over a three-year period.

The PSOs granted in 2025 vest and become exercisable at the end of a three-year service period and are subject to a performance condition based on the combined level of achievement of a cumulative revenue performance goal and a cumulative adjusted EPS performance goal, measured over a three-year period.

The PPOs granted in 2025 vest and become exercisable at the end of a five-year service period.

All of these awards are subject to forfeiture under specific criteria set in the award agreements.

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Subsequent to December 31, 2025, the Company granted approximately 0.3 million awards to a portion of its employees in the form of RSUs, PSUs and PSOs.

The aggregate fair value of the awards was approximately $ 125 million.

The RSUs granted in 2026 primarily vest at the end of a three-year service period and primarily all are subject to a performance condition based on the level of achievement of a net new recurring subscription sales performance goal, measured over a one-year period.

The PSUs granted in 2026 vest at the end of a three-year service period, are subject to a one-year sale restriction and are also subject to a market condition based on the achievement of an absolute total shareholder return compounded annual growth rate, measured over a three-year period.

The PSOs granted in 2026 vest and become exercisable at the end of a three-year service period and are subject to a performance condition based on the combined level of achievement of a cumulative revenue performance goal and a cumulative adjusted EPS performance goal, each measured over a three-year period.

The following table presents the amount of share-based compensation expense by category for the periods indicated:

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Total share-based compensation expense $ 111,837 $ 96,365 $ 73,043

The windfall tax benefits for share-based compensation expense related to RSUs and PSUs (together, the “Share-based Awards”) granted to Company employees and to directors who are not employees of the Company were $ 15.7 million, $ 11.4 million and $ 28.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The windfall tax benefits for share-based compensation expense related to RSUs, PSUs and exercised options (together, the “Share-based Awards”) granted to Company employees and to directors who are not employees of the Company were $ 7.2 million, $ 15.7 million and $ 11.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2025, $ 115.5 million of compensation cost related to MSCI unvested share-based awards granted to the Company’s employees and to directors who are not employees of the Company had not yet been recognized.

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Discount of Lack of Marketability 7.0 % 7.2 % 9.0 %

The risk-free interest rate was determined based on the yields available on U.S.

The risk-free interest rate was determined based on the U.S.

Constant Maturity Treasury yield curve as of the valuation dates with a maturity commensurate with the terms.

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Since the PSU awards are dividend-protected, the assumed dividend yield applied in the valuation was 0.0 %.

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The following table presents activity concerning the Company’s vested and unvested Share-based Awards applicable to its employees (share data in thousands) for the period indicated:

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Granted 207 $ 440.32

Conversion to common stock ( 262 ) $ 170.44

Vested ( 259 ) $ 291.39

Canceled ( 23 ) $ 558.45

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Stock Option Awards

Certain Company employees have also been granted stock option awards in the form of PSOs.

The fair value of PSOs on the award dates were estimated under the Black-Scholes pricing model using the following weighted average assumptions:

Certain Company employees have also been granted stock option awards pursuant to a share-based compensation plan.

Outstanding stock option awards include PSOs and PPOs.

On the award date, the fair value of PSOs were estimated using the Black-Scholes pricing model, while the fair value of PPOs were estimated using a lattice model.

We utilized a different model for PPOs because they did not meet the criteria to qualify for the simplified method provided by the SEC to estimate expected life.

The estimated fair value of PSOs were calculated using the following weighted average assumptions:

Risk-free interest rate 4.34 % 3.94 % 3.44 %

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Expected dividend yield 1.22 % 1.07 % 1.00 %

The risk-free interest rate was determined based on the yields available on the U.S.

Constant Maturity Treasury yield curve as of the valuation dates with a term commensurate with the expected life of the stock option award.

The estimated fair value of PPOs were calculated using the following weighted average assumptions:

risk-free interest rate of 4.47 % , expected stock volatility of 30.41 % , expected life of 8.3 years, and expected dividend yield of 1.22 % .

The determination of inputs for PSOs and PPOs was consistent, with the exception of the estimate of expected life.

The risk-free interest rate was determined based on the U.S.

Constant Maturity Treasury yield curve as of the valuation date with a term commensurate with the expected life of the stock option award.

The expected stock price volatility was calculated using historical volatility.

As we do not have sufficient historical data, we utilized the simplified method provided by the SEC to calculate the expected life as the average of the contractual term and vesting period.

For PSOs, because the Company does not have sufficient historical exercise data, we utilized the simplified method provided by the SEC to calculate the expected life as the average of the contractual term and vesting period.

For PPOs, the expected life was derived from the output of an option valuation model.

The expected div idend yield was calculated by annualizing the most recent cash dividend declared by the Company’s Board of Directors at grant date and dividing by the closing stock price on the grant date.

The following table presents activity concerning the Company’s unvested PSOs related to its employees (share data in thousands):

The following table presents activity concerning the Company’s unvested PSOs, unvested PPOs and exercisable options, related to its employees (share data in thousands):

For the Year Ended December 31, 2025

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Granted 282 $ 814.90

Conversion to stock options — $ —

Canceled ( 7 ) $ 570.11

Exercised ( 13 ) $ 549.83

Canceled or forfeited ( 24 ) $ 582.05

Vested and unvested stock option awards at December 31, 2025

615 $ 682.32 8.0 $ 5,471

Exercisable stock option awards at December 31, 2025

97 $ 549.83 6.1 $ 2,317

Unvested stock option awards expected to vest 577 $ 665.73 8.4 $ 5,463

_____________________________

(1) Calculated using the closing stock price on the last trading day of fiscal 2024, less the option exercise price, multiplied by the number of PSOs multiplied by expected payout %.

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There were no stock options outstanding that could be exercised during any of the years ended December 31, 2024, 2023 or 2022.

The following table presents the components of income before provision for income taxes generated by domestic or foreign operations for the periods indicated:

(1) Calculated using the closing stock price on the last trading day of fiscal 2025, less the option exercise price, multiplied by the number of vested and unvested stock options and for unvested PSOs multiplied by the expected payout %.

There were no exercisable stock options during the years ended December 31, 2024 and 2023.

The following table presents the components of income before provision for income taxes by domestic and foreign operations for the periods indicated:

(in thousands) December 31,

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(1) Foreign income before provision for income taxes is defined as income generated from operations located outside the U.S., which includes income from foreign branches of U.S.

The provision for income taxes (benefits) by taxing jurisdiction consisted of:

The components of provision for (benefit from) income taxes consisted of:

(in thousands) December 31,

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135,193 98,581 101,685

Total current tax provision/(benefit)

245,277 231,127 235,727

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( 4,536 ) ( 1,593 ) ( 12,715 )

Total deferred tax provision/(benefit)

46,674 15,913 ( 15,258 )

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federal statutory income tax rate to the effective income tax rate:

(in thousands) $ Amount % $ Amount % $ Amount %

federal statutory income tax rate $ 313,794 21.0 % $ 284,795 21.0 % $ 287,503 21.0 %

state and local income taxes, net of U.S.

federal income tax benefits 1.37 % 2.40 % 2.71 %

Change in tax rates applicable to non-U.S.

earnings ( 1.82 %) ( 3.65 %) ( 3.96 %)

Foreign Derived Intangible Income (FDII), net of GILTI

State and local income taxes, net of federal income tax effect (1)

( 3,708 ) ( 0.3 %) 16,638 1.2 % 31,643 2.3 %

Domestic tax credits and incentives ( 0.23 %) ( 0.53 %) ( 0.46 %)

Foreign tax effects

Statutory tax rate differential ( 29,465 ) ( 2.0 %) ( 17,433 ) ( 1.3 %) ( 32,999 ) ( 2.4 %)

Recognition of tax basis intangibles — — % — — % ( 14,979 ) ( 1.1 %)

Other 4,177 0.3 % 3,908 0.3 % ( 2,268 ) ( 0.2 %)

Cayman Islands

Statutory tax rate differential — — % — — % ( 18,433 ) ( 1.3 %)

Other foreign jurisdictions 15,717 1.0 % 15,890 1.1 % 3,969 0.3 %

Effect of changes in tax laws or rates enacted in the current period — — % — — % — — %

Effects of cross-border tax laws

Foreign-derived intangible income ( 33,522 ) ( 2.2 %) ( 36,966 ) ( 2.7 %) ( 12,245 ) ( 0.9 %)

General basket foreign tax credits ( 27,472 ) ( 1.8 %) ( 21,488 ) ( 1.6 %) — — %

Other 1,952 0.1 % 6,321 0.3 % 7,857 0.6 %

Research and development credits ( 7,912 ) ( 0.5 %) ( 3,195 ) ( 0.2 %) ( 7,276 ) ( 0.5 %)

Changes in valuation allowances ( 3,496 ) ( 0.2 %) 3,496 0.3 % — — %

Nontaxable or nondeductible items 6,447 0.4 % 6,469 0.5 % 1,109 0.1 %

Changes in unrecognized tax benefits 25,274 1.7 % ( 545 ) — % 4,483 0.3 %

Other adjustments

Impact of internal legal entity restructuring 33,359 2.2 % — — % — — %

Impact of Burgiss step acquisition (2)

— — % ( 1,132 ) — % ( 21,631 ) ( 1.6 %)

Valuation allowance 0.26 % — % — %

Excess share-based compensation ( 3,194 ) ( 0.2 %) ( 9,718 ) ( 0.7 %) ( 6,264 ) ( 0.5 %)

Other 0.95 % ( 0.55 %) 0.53 %

Effective income tax rate $ 291,951 19.5 % $ 247,040 18.2 % $ 220,469 16.1 %

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(1) State taxes in New York, New York City, California and Illinois make up the majority (greater than 50 percent) of the tax effect in this category.

In 2025, the Company recognized the benefit of prior year refund claims.

(2) On October 2, 2023, the Company acquired the remaining 66.4 % interest in Burgiss (the “step acquisition”) .

The amount of income taxes paid by the Company consisted of:

(in thousands) December 31,

Federal $ 101,122 $ 97,857 $ 116,720

State and local

New York City 3,070 10,622 11,654

Other 18,685 19,301 29,215

Switzerland 36,328 30,235 49,846

United Kingdom 32,952 19,105 19,105

Other 30,111 23,908 13,939

Total $ 222,268 $ 201,028 $ 240,479

Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when such differences are expected to reverse.

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Deferred tax assets:

Capitalized expenses $ 70,920 $ 52,098

Employee compensation and benefit plans $ 48,305 $ 37,351

Lease liabilities 32,330 33,321

Tax credit carryforwards 41,770 28,075

Other 8,546 4,434

Capitalized expenses 30,331 70,920

Lease liabilities 29,881 32,330

Loss carryforwards 8,176 7,059

Intangible assets

Unearned revenue 324 65,370

Subtotal 187,591 215,521

Other 32,682 11,856

Gross deferred tax assets 191,145 187,591

valuation allowance ( 1,382 ) ( 4,880 )

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Property, equipment and leasehold improvements, net ( 44,848 ) ( 37,542 )

Deferred gain ( 38,124 ) —

Right of use assets ( 23,596 ) ( 25,247 )

Other ( 14,074 ) ( 5,147 )

Unremitted foreign earnings ( 8,724 ) ( 5,895 )

( 5,147 ) ( 7,796 )

Total deferred tax liabilities $ ( 245,530 ) $ ( 189,708 )

Net deferred tax assets/(liabilities) $ ( 55,767 ) $ ( 6,997 )

$ ( 6,997 ) $ 14,046

As presented in the table above, the Company has certain carryforward items.

portion of the tax credit carryforwards was $ 22.3 million and $ 2.1 million as of December 31, 2024 and 2023, respectively.

The majority of the balance may be utilized over an indefinite life.

portion is comprised of an interest carryforward with a tax value of $ 5.8 million and $ 10.1 million as of December 31, 2024 and 2023, respectively.

This carryforward is subject to an annual limitation on utilization over an indefinite life.

Net operating loss carryforwards in the U.S.

were $ 22.8 million with a tax value of $ 5.7 million and $ 32.2 million with a tax value of $ 7.6 million as of December 31, 2024 and 2023, respectively.

These carryforwards are subject to annual limitations and will begin to expire in 2026.

portion of net operating loss carryforwards was $ 5.6 million with a tax value of $ 1.4 million and $ 0.4 million with a tax value of $ 0.1 million as of December 31, 2024 and 2023 respectively.

The majority of the balance may be utilized over an indefinite life.

The Company believes the majority of the deferred tax assets at December 31, 2024 are more likely than not to be realized based on expectations as to future taxable income in the jurisdictions in which it operates, with the exception of certain tax carryforwards that may not be utilized.

The Company believes the majority of the deferred tax assets at December 31, 2025 are more likely than not to be realized based on expectations as to future taxable income in the jurisdictions in which it operates.

Valuation allowances have been provided where tax attributes do not meet recognition criteria.

The Company has tax credit carryforwards, primarily comprised of U.S.

Corporate Alternative Minimum Tax (CAMT) and foreign tax credits.

Net operating loss carryforwards were $ 29.8 million with a tax value of $ 8.2 million and $ 28.4 million with a tax value of $ 7.1 million as of December 31, 2025 and 2024, respectively.

The majority of tax attributes may be utilized over an indefinite life.

As of December 31, 2025, the Company has provided for applicable state income and foreign withholding taxes on all undistributed earnings of its foreign subsidiaries.

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The Company has established unrecognized tax benefits that the Company believes are adequate in relation to the potential for additional assessments.

Once established, the Company adjusts unrecognized tax benefits only when more information is available or when an event occurs necessitating a change.

Based on the current status of income tax audits, the Company believes it is reasonably possible that the total amount of unrecognized benefits may decrease by approximately $ 20.3 million in the next twelve months as a result of the resolution of tax examinations.

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The Company believes the resolution of tax matters will not have a material effect on the Consolidated Statement of Financial Condition of the Company, although a resolution could have a material impact on the Company’s Consolidated Statement of Income for a particular future period and on the Company’s effective tax rate for any period in which such resolution occurs.

The following table presents a reconciliation of the beginning and ending amount of the gross unrecognized tax benefits, excluding interest and penalties, for the years ended December 31, 2025, 2024 and 2023:

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Ending balance $ 59,504 $ 32,313 $ 33,801

The Company recognized $ 1.3 million, $ 2.1 million and ($ 0.5 ) million interest in the Consolidated Statement of Income with respect to unrecognized tax benefits for the years ended December 31, 2024, 2023 and 2022, respectively.

Penalties of ($ 1.3 ) million, $ 1.3 million and ($ 0.3 ) million were recognized in the Consolidated Statement of Income and the Consolidated Statement of Financial Position for the years ended December 31, 2024, 2023 and 2022, respectively.

The amount of accrued interest, which includes interest related to uncertain tax positions and accrued income tax expense, recorded on the Consolidated Statement of Financial Condition was $ 3.6 million, $ 2.5 million and $ 0.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company is under examination by tax authorities in certain jurisdictions, including foreign jurisdictions, such as Switzerland, India and states in the U.S.

in which the Company has significant operations, such as New York and California.

The tax years currently under examination vary by jurisdiction but include years ranging from 2008 onwards.

The Company recognized $ 3.7 million, $ 0.0 million and $ 3.4 million of net interest and penalties in the Consolidated Statement of Income with respect to unrecognized tax benefits for the years ended December 31, 2025, 2024 and 2023, respectively.

The amount of accrued interest and penalties, which includes interest and penalties related to uncertain tax positions and accrued income tax expense, recorded on the Consolidated Statement of Financial Condition was $ 7.3 million, $ 3.6 million and $ 3.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company is under or open to examination by the IRS and other tax authorities in certain jurisdictions, including U.S.

federal, states in which the Company has significant operations (such as New York and California), and foreign jurisdictions (such as Switzerland and India).

The tax years currently under or open to examination vary by jurisdiction but include years ranging from 2008 onwards.

SEGMENT INFORMATION

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This information is regularly evaluated by the chief operating decision maker (“CODM”) to allocate resources and assess performance.

MSCI’s Chief Executive Officer and its President and Chief Operating Officer, who together serve as the CODM, review financial information on an operating segment basis to make operational decisions and assess financial performance.

Through November 2025, MSCI’s Chief Executive Officer and its President and Chief Operating Officer together served as the CODM.

Following the leadership transition announced in November 2025, under which the President and Chief Operating Officer roles were separated, our Chief Executive Officer serves as the sole CODM.

This transition did not affect how the CODM reviews financial information on an operating segment basis to make operational decisions and assess financial performance.

The CODM measures and evaluates operating segments based on segment operating revenues and Adjusted EBITDA.

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Operating revenues and expenses directly associated with each segment are included in determining that segment’s operating results.

Expenses not directly attributable to a specific segment are allocated using methodologies, such as time estimates, revenue, headcount, sales targets, data center consumption and other relevant usage measures.

Expenses not directly attributable to a specific segment are allocated using methodologies, such as time estimates, revenue,

headcount, sales targets, data center consumption and other relevant usage measures.

Given the integrated structure of MSCI’s business, certain costs incurred by one segment may benefit other segments.

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Within Adjusted EBITDA expenses by operating segment, there are no categories of expenses regularly provided to the CODM.

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The CODM does not receive information about total assets on an operating segment basis.

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MSCI has five operating segments:

Index, Analytics, ESG and Climate, Real Assets and Private Capital Solutions.

Index, Analytics, Sustainability and Climate, Real Assets and Private Capital Solutions.

These are presented as three reportable segments:

Index, Analytics and ESG and Climate.

Index, Analytics and Sustainability and Climate.

The operating segments Real Assets and Private Capital Solutions do not individually meet the segment reporting thresholds and have been combined into All Other – Private Assets.

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The Index reportable segment provides equity and fixed income indexes.

The indexes are used across the investment process, including the development of indexed financial products (e.g., ETFs, mutual funds, annuities, futures, options, structured products, and over-the-counter derivatives), performance benchmarking, portfolio construction and rebalancing, and asset allocation.

The Analytics reportable segment provides risk management, performance attribution, and portfolio management content, applications and services.

These offerings give clients an integrated view of risk and return, along with tools for analyzing market, credit, liquidity, counterparty and climate risks across all major asset classes and time horizons – short, medium and long term.

The indexes are used across the investment process, including the development of indexed financial products (e.g., ETFs, mutual funds, annuities, futures, options, structured products, over-the-counter derivatives), performance benchmarking, portfolio construction and rebalancing, asset allocation and creating custom indexes.

The Analytics reportable segment offers risk management, performance attribution, and portfolio management content, applications and services.

These offerings provide clients with an integrated view of risk and return and tools for analyzing market, credit, liquidity, counterparty and climate risks across all major asset classes, including public and private securities, spanning short, medium and long term horizons.

Clients can access Analytics tools and content through MSCI’s proprietary applications and application programming interfaces (APIs), third-party applications or directly via their own platforms.

Additionally, the Analytics segment offers various managed services to enhance client efficiency.

These services include consolidating portfolio data from multiple sources, reviewing and reconciling input data and results, and providing customized reporting.

The ESG and Climate reportable segment provides products and services designed to help institutional investors understand the impact of ESG and climate considerations on the long-term risk and return of their portfolios and individual security-level investments.

This segment also offers data, ratings, research and tools to assist investors in navigating regulatory changes, meeting evolving client demands and integrating ESG and climate factors into their investment processes.

The Real Assets operating segment delivers data, benchmarks, return-analytics, climate assessments and market insights for tangible assets such as real estate and infrastructure .

We continue to develop new and improved tools and capabilities in response to the evolving needs of our clients.

In addition, our analytics capabilities are helping fuel growth in key areas across our business, such as our factor indexes, climate risk reporting solutions and factor risk analytics on private assets.

The Sustainability and Climate reportable segment offers products and services that help institutional investors understand how sustainability considerations can impact the long-term risk and return of their portfolio and individual security-level investments.

This segment also provides data, ratings, research and tools to assist investors navigate increasing regulation, meet new client demands and better integrate sustainability and climate considerations into their investment processes.

The Real Assets operating segment offers data, benchmarks, return-analytics, climate assessments and market insights for tangible assets such as real estate and infrastructure .

Its performance and risk analytics services range from enterprise-wide assessments to property-specific analysis.

Additionally, the operating segment offers business intelligence products for real estate owners, managers, developers and brokers worldwide.

The Private Capital Solutions operating segment provides a suite of tools to support private asset investors in mission-critical workflows.

The Private Capital Solutions operating segment provides a suite of tools to support investors in overseeing investment portfolios across public and private assets.

These include sourcing terms and conditions, evaluating operating performance of underlying portfolio companies, managing risk and other activities related to private capital investing .

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The following table presents operating revenues, Adjusted EBITDA expenses and segment profitability and a reconciliation to net income for the periods indicated:

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Analytics 714,397 675,089 615,956

ESG and Climate 326,601 287,568 228,311

Sustainability and Climate 353,915 326,601 287,568

Total reportable segment operating revenues

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All Other – Private Assets

279,339 258,293 173,581

Total operating revenues

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Analytics 371,867 346,794 341,081

ESG and Climate 221,893 195,890 167,217

Sustainability and Climate 225,438 221,893 195,890

Total reportable segment Adjusted EBITDA expense

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Analytics Adjusted EBITDA 342,530 328,295 274,875

ESG and Climate Adjusted EBITDA 104,708 91,678 61,094

Sustainability and Climate Adjusted EBITDA 128,477 104,708 91,678

Total reportable segment profitability

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(2) 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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Operating revenues by geography are primarily based on the shipping address of the ultimate customer utilizing the product.

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On January 27, 2026, the Board of Directors of the Company declared a quarterly 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.

Subsequent to December 31, 2024, the Company drew an additional $ 100.0 million on the Revolving Credit Facility.

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Subsequent to December 31, 2025, the Company completed a multi-phase internal legal entity restructuring that commenced in 2025.

As a result of the completion of the restructuring, the Company recognized a tax benefit of approximately $ 88 million in the first quarter of 2026.

Accordingly, the Company will recognize a reduction to its net deferred tax liabilities in the first quarter of 2026 on the Statement of Financial Condition.

The change to net deferred taxes is primarily comprised of an increase in deferred tax assets

related to capitalized expenses of approximately $ 88 million and a decrease in deferred tax liabilities with respect to deferred intercompany gains recognized in 2025 of approximately $ 38 million.

These estimates are subject to adjustment pending finalization of tax calculations.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data