What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-06 compared with 2025-02-07 · 62 added, 72 removed, 225 unchanged (37% of the section changed)

17 unchanged sentences

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Content s

Other Information

During the three months ended December 31, 2024, none of the Company’s directors or officers, as defined in Section 16 of the Exchange Act, adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K of the Exchange Act, except as set forth below.

On December 4, 2024 , C.D.

Baer Pettit , the President and Chief Operating Officer of the Company and a member of its Board of Directors, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (the “Trading Plan”).

The Trading Plan provides for the potential sale of up to 20,000 shares of the Company’s common stock and will remain in effect until June 30, 2025 , subject to early termination in accordance with its terms.

During the three months ended December 31, 2025, none of the Company’s directors or officers, as defined in Section 16 of the Exchange Act, adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K of the Exchange Act.

Disclosure Regarding Foreign Jurisdiction that Prevent Inspections

Table of Content s

Directors, Executive Officers and Corporate Governance

11 unchanged sentences

Equity Compensation Plans

On February 18, 2016, the Board of Directors, upon the recommendation of the Compensation & Talent Management Committee of the Board of Directors (the “Compensation Committee”), approved the MSCI Inc.

2016 Non-Employee Directors Compensation Plan (the “Directors Plan”), a cash and equity incentive compensation plan that was approved by shareholders at the Company’s 2016 annual meeting of shareholders.

The Directors Plan replaced the Company’s then existing non-employee director compensation plan, the MSCI Inc.

Independent Directors’ Equity Compensation Plan (the “2011 Plan”).

The total number of shares authorized to be awarded under the Directors Plan is 352,460, which is equal to the number of shares that remained available for issuance under the 2011 Plan.

On March 6, 2025, the Board of Directors, upon the recommendation of the Compensation & Talent Management Committee of the Board of Directors (the “Compensation Committee”), approved the 2025 Omnibus Incentive Plan (the “2025 Omnibus Plan”), a cash and equity incentive compensation plan that was approved by shareholders at the Company’s 2025 annual meeting of shareholders.

The 2025 Omnibus Plan replaced the Company’s then existing 2016 Omnibus Incentive Plan (as amended, the “2016 Omnibus Plan”) and the MSCI Inc.

2016 Non-Employee Directors Compensation Plan (the “2016 Directors Plan” and, together with the 2016 Omnibus Plan, the “2016 Plans”) and no further awards will be granted under the 2016 Plans.

Under the MSCI Inc.

Non-Employee Directors Deferral Plan, directors may elect to defer receipt of all or any portion of any shares of our common stock issuable upon conversion of any stock unit or any retainer elected to be paid in shares of our common stock until (i) 60 days following separation of service or (ii) the earlier of a specified date or 60 days following separation of service.

On February 18, 2016, the Board of Directors, upon the recommendation of the Compensation Committee, approved the MSCI Inc.

2016 Omnibus Plan (“Omnibus Plan”), an equity incentive compensation plan that was approved by shareholders at the Company’s 2016 annual meeting of shareholders.

The Omnibus Plan replaced the Company’s then existing equity compensation plan, the MSCI Inc.

Amended and Restated 2007 Equity Incentive Compensation Plan (as amended, the “2007 Plan”).

Compensation paid to the Company’s executive officers historically complied with the performance-based compensation exception under 162(m) of the IRC (“162(m)”) by being granted pursuant to the MSCI Inc.

Performance Formula and Incentive Plan (the “Performance Plan”).

Shareholder approval of the Omnibus Plan constituted approval of the material terms of the performance goals under the Omnibus Plan for purposes of 162(m).

In light of the final Section 162(m) regulations published in December 2020, which, among other things, eliminated the performance-based compensation exception under Section 162(m), the Compensation Committee determined to cease awarding compensation to the Company’s executive officers under the Performance Plan starting with calendar year 2021.

Pursuant to the 2025 Omnibus Plan, the Company reserved 6,639,951 shares of common stock for issuance;

plus any additional shares which become available due to forfeiture, expiration or cancellation of outstanding awards, which were registered under the Securities Act following approval by the Company’s shareholders.

This is in addition to currently outstanding awards under the 2007 Plan.

The Omnibus Plan permits the Compensation Committee to make grants of a variety of equity-based awards (such as stock

Table of Content s

options, stock appreciation rights, restricted stock units, restricted stock, performance awards and other stock-based awards) totaling up to 7,565,483 and other cash-based awards to eligible recipients, including employees and consultants.

No awards will be granted under the Omnibus Plan after the earliest to occur of (i) April 28, 2026, (ii) the maximum number of shares available for issuance having been issued and (iii) the Board of Directors terminating the Omnibus Plan in accordance with its terms.

This is in addition to currently outstanding awards under the 2016 Plans, which will remain outstanding under such plans.

The following table presents certain information with respect to our equity compensation plans at December 31, 2025:

14 unchanged sentences

Equity Compensation Plans Approved by Security Holders

2016 Omnibus Plan

Restricted Stock Units (“RSUs”) 215,283 N/A

Performance Stock Units (“PSUs”) (1)

Performance Stock Options (“PSOs”) (2)

1,717,118 $ 682.32 5,966,540

Total MSCI Inc.

2016 Omnibus Plan 1,549,957 N/A 2,485,193

2016 Non-Employee Directors Compensation Plan (RSUs)

4,569 N/A 262,853

Equity Compensation Plans Not Approved by Security Holders

Total 1,554,526 N/A 2,748,046

Total 1,717,118 $ 682.32 5,966,540

______________________________

(1) The numbers included for PSUs in column (a) reflect the maximum payout.

Assuming target number payout, the number of securities to be issued upon vesting of PSUs is 265,441.

(2) The numbers included for PSOs in column (a) reflect options at the maximum payout.

Assuming target number payout, the number of securities to be issued upon vesting of PSOs is 369,513.

(1) Reflects the maximum number of shares issuable upon vesting of outstanding stock and option awards.

Assuming target payout, the number of securities to be issued upon vesting is 1,024,851.

The numbers include 1,017,433 shares of common stock issuable pursuant to awards outstanding under the 2016 Omnibus Plan and 699,685 shares of common stock issuable pursuant to awards outstanding under the 2025 Omnibus Plan.

(2) Does not reflect the unvested RSUs or PSUs included in column (a) because these awards have no exercise price.

(3) Represents shares available for future issuance under the 2025 Omnibus Plan.

Upon shareholder approval of the 2025 Omnibus Plan, all shares remaining available under the 2016 Plans rolled over to the 2025 Omnibus Plan, and no further grants may be made under the 2016 Plans.

Outstanding awards under the 2016 Plans that are subsequently forfeited or cancelled become available for issuance under the 2025 Omnibus Plan.

Certain Relationships and Related Transactions, and Director Independence

2 unchanged sentences

We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after December 31, 2025.

Table of Content s

Exhibit and Financial Statement Schedules

11 unchanged sentences

10-Q 001-33812 3.1 5/4/2012

3.2 A mended and Restated Bylaws

3.2 Amended and Restated Bylaws

001-33812 3.2 2/9/2024

27 unchanged sentences

8-K 001-33812 4.1 8/17/2021

Table of Content s

Description Form File No.

2 unchanged sentences

8-K 001-33812 4.2 8/17/2021

4.14 Indenture between MSCI Inc.

and Wilmington Trust, National Association, as trustee, dated August 8, 2025

8-K 001-33812 4.1 8/8/2025

4.15 First Supplemental Indenture between MSCI Inc.

and Wilmington Trust, National Association, as trustee, dated August 8, 2025

8-K 001-33812 4.2 8/8/2025

4.16 Form of Global Note representing the Company’s 5.250% Notes due 2035 (included in Exhibit 4.15)

8-K 001-33812 4.3 8/8/2025

4.17 Second Supplemental Indenture between MSCI Inc.

and Wilmington Trust, National Association, as trustee, dated November 6, 2025

8-K 001-33812 4.2 11/6/2025

4.18 Form of Global Note representing the Company’s 5.150% Notes due 2036 (included in Exhibit 4 .

8-K 001-33812 4.3 11/6/2025

4.19 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

3 unchanged sentences

10.2* Non-Employee Director Stock Ownership Guidelines

10-K 001-33812 10.2 2/10/2023

10.3* MSCI Inc.

2016 Non-Employee Directors Compensation Plan, as amended

10-Q 001-33812 10.3 5/5/2017

Filed Herewith

10.3* MSCI Inc.

Non-Employee Director Deferral Plan, as amended

Non-Employee Directors Deferral Plan, as amended

10-Q 001-33812 10.2 4/22/2025

3 unchanged sentences

10.5* MSCI Inc.

Performance Formula and Incentive Plan

Proxy 001-33812 Annex C 2/28/2008

10.7* MSCI Inc.

Executive Committee Stock Ownership Guidelines

10-Q 001-33812 10.2 7/22/2025

10.6* MSCI Inc.

2016 Omnibus Incentive Plan

S-8 333-210987 99.1 4/28/2016

10.7* M SCI Inc.

2025 Omnibus Incentive Plan

S-8 333-286760 99.1 4/25/2025

10.8* MSCI Inc.

Annual Incentive Plan

10-Q 001-33812 10.3 7/22/2025

10.9* Form of 2024 Award Agreement for Restricted Stock Units for Employees Under the MSCI Inc.

2016 Omnibus Incentive Plan

10-K 001-33812 10.22 2/9/2024

2 unchanged sentences

10-K 001-33812 10.23 2/9/2024

10.11* Form of 2024 Non-Qualified Performance Stock Option Award Agreement Under the MSCI Inc.

2016 Omnibus Incentive Plan

10-K 001-33812 10.24 2/9/2024

10.12* Form of 2025 Award Agreement for Restricted Stock Units for Employees Under the MSCI Inc.

2016 Omnibus Incentive Plan

001-33812 10.22 2/10/2023

10-K 001-33812 10.18 2/7/2025

10.13* Form of 2025 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc.

2016 Omnibus Incentive Plan

001-33812 10.23 2/10/2023

10-K 001-33812 10.19 2/7/2025

10.14* Form of 2025 Non-Qualified Performance Stock Option Award Agreement Under the MSCI Inc.

2016 Omnibus Incentive Plan

001-33812 10.24 2/10/2023

Form of 2024 Award Agreement for Restricted Stock Units for Employees Under the MSCI Inc.

10-K 001-33812 10.20 2/7/2025

10.15* Form of 2025 Non-Qualified Stock Option Award Under the MSCI Inc.

2016 Omnibus Incentive Plan

10-K 001-33812 10.21 2/7/2025

Description Form File No.

10.16* Form of 2025 Award Agreement for Restricted Stock Units for Non-Employee Directors Under the MSCI Inc.

2025 Omnibus Incentive Plan

10-Q 001-33812 10.4 7/22/2025

10.17* Form of 2025 Award Agreement for Restricted Stock Units for Employees Under the MSCI Inc.

2025 Omnibus Incentive Plan

10-Q 001-33812 10.5 7/22/2025

10.18* Form of 2025 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc.

2025 Omnibus Incentive Plan

10-K 001-33812 10.23 2/9/2024

10-Q 001-33812 10.6 7/22/2025

10.19* Form of 2025 Non-Qualified Performance Stock Option Award Agreement Under the MSCI Inc.

2025 Omnibus Incentive Plan

10-K 001-33812 10.24 2/9/2024

Form of 2024 Award Agreement for Restricted Stock Units for Directors Under the MSCI Inc.

2016 Non-Employee Directors Compensation Plan

10-Q 001-33812 10.7 7/22/2025

Form of 2025 Award Agreement for Restricted Stock Units for Directors Under the MSCI Inc.

2016 Non-Employee Directors Compensation Plan

10.20* Form of 2026 Award Agreement for Restricted Stock Units for Employees Under the MSCI Inc.

2025 Omnibus Incentive Plan

Filed Herewith

2 unchanged sentences

Filed Herewith

Table of Content s

Description Form File No.

10.22* Form of 2026 Non-Qualified Performance Stock Option Award Agreement Under the MSCI Inc.

1 unchanged sentence

Filed Herewith

Form of 2025 N on-Qualified Stock Option Award Under the MSCI Inc.

2016 Omnibus Incentive Plan

Filed Herewith

10.23* Offer Letter, executed March 11, 2014, by and between MSCI Inc.

6 unchanged sentences

10-Q 001-33812 10.2 4/28/2021

10.25 Second Amended and Restated Credit Agreement, dated as of January 26, 2024, among MSCI Inc., JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer and the other lenders party thereto.

001-33812 10.1 4/23/2024

10.26* Transition and Advisory Agreement, entered into on January 28 , 2026, between MSCI Inc.

Filed Herewith

10.27 Third Amended and Restated Credit Agreement, dated as of August 20, 2025, among MSCI Inc., JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer, Bank of America, N.A., as Syndication Agent and L/C Issuer, and the other lenders party thereto .

8-K 001-33812 10.1 8/20/2025

10.28 Agreement of Lease dated September 16, 2011, by and between 7 World Trade Center, LLC and MSCI Inc.

2 unchanged sentences

10-Q 001-33812 10.1 10/25/2022

19.1 MSCI Trading Policy for Transactions in MSCI Inc.

10.30†# Amendment to Index License Agreement for Exchange Traded Funds, dated as of January 27, 2026, between MSCI Inc., MSCI Limited and BlackRock Fund Advisors

8-K 001-33812 10.1 1/28/2026

19.1 MSCI Employee Trading Policy for Transactions in MSCI Inc.

Filed Herewith

4 unchanged sentences

24.1 Powers of Attorney (included as part of Signature Page) Filed Herewith

Description Form File No.

31.1 Rule 13a-14(a) Certification of Chief Executive Officer

20 unchanged sentences

* Indicates a management compensation plan, contract or arrangement.

Table of Content s

† Certain confidential portions of this Exhibit have been omitted pursuant to Item 601(b) of Regulation S-K because the identified confidential portions (i) are not material and (ii) are of the type that the Company treats as private or confidential.

1 unchanged sentence

Form 10-K Summary

Table of Content s

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

1 unchanged sentence

February 6, 2026

Table of Content s

POWER OF ATTORNEY

15 unchanged sentences

ASHE Director February 6, 2026

/S/ WAYNE EDMUNDS Director February 7, 2025

Wayne Edmunds

/S/ ROBIN MATLOCK Director February 6, 2026

2 unchanged sentences

PEROLD Director February 6, 2026

BAER PETTIT Director, President and Chief Operating Officer February 7, 2025

BAER PETTIT Director and President February 6, 2026

RATTRAY Director February 6, 2026

10 unchanged sentences

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 9A. Controls and Procedures