S&P Global Inc. 10-Q

Item 5. Other Information IRAN THREAT REDUCTION AND SYRIA HUMAN RIGHTS ACT DISCLOSURE Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which amended the Securities Exchange Act of 1934, an issuer is required to disclose in its annual or quarterly reports, as applicable, whether, during the reporting period, it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to certain Executive Orders. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable laws and regulations. During the third quarter of 2023, the Company engaged in limited transactions or dealings related to the purchase or sale of information and informational materials, which are generally exempt from U.S. economic sanctions, with persons that are owned or controlled, or appear to be owned or controlled, by the Government of Iran or are otherwise subject to disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012. Commodities Insights provided subscribers access to proprietary data, analytics, and industry information that enable commodities markets to perform with greater transparency and efficiency. Market Intelligence sourced certain trade data from Iran. The Company will continue to monitor such activities closely. During the third quarter of 2023, the Company recorded no revenue or net profit attributable to the Commodities Insights transactions or dealings described above, which reflects the uncertainty of collection. The Company attributes a de minimis amount of gross revenues and net profits to the data sourced from Iran by Market Intelligence. RULE 10b5-1 PLAN ELECTIONS On August 2, 2023 , Douglas Peterson , President and Chief Executive Officer , adopted a pre-arranged stock trading plan for the sale of up to 18,000 shares of the Company’s common stock. Mr. Peterson’s plan will terminate on the earlier of (i) May 24, 2024 and (ii) the date on which all sales contemplated under the plan have been executed. Mr. Peterson’s plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (“Exchange Act”). No other Rule 10b5-1 trading arrangements or “non-Rule 10b5-1 trading arrangements” (as defined by S-K Item 408(c)) were entered into or terminated by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the third quarter of 2023. 67 Item 6. Exhibits (3.1) Amended and Restated Certificate of Incorporation of Registrant, as amended and restated on May 13, 2020 , incorporated by reference from the Registrant's Form 8-K filed May 18, 2020 (3.2) Amended and Restated By-Laws of Registrant, as amended and restated on September 27, 2023 , incorporated by reference from the Registrant's Form 8-K filed October 2, 2023 (4.1) Ninth Supplemental Indenture, dated as of September 12, 2023, among S&P Global Inc., Standard & Poor's Financial Services LLC and U.S. Bank Trust Company, National Association, as trustee , incorporated by reference from the Registrant's Form 8-K filed September 12, 2023 (4.2) Form of 5.250% Senior Notes due 2033 (included in Exhibit 4.1) , incorporated by reference from the Registrant's Form 8-K filed September 12, 2023 (4.3) Registration Rights Agreement, dated as of September 12, 2023, among S&P Global Inc., BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the initial purchasers , incorporated by reference from the Registrant's Form 8-K filed September 12, 2023 (10)* Side letter dated July 25, 2023 to letter agreement dated December 11, 2020 to Steve Kemps, Executive Vice President and Chief Legal Officer , incorporated by reference from the Registrant's Form 10-Q filed July 27, 2023 (15) Letter on Unaudited Interim Financials (31.1) Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended (31.2) Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended (32) Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (101.INS) Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. (101.SCH) Inline XBRL Taxonomy Extension Schema (101.CAL) Inline XBRL Taxonomy Extension Calculation Linkbase (101.LAB) Inline XBRL Taxonomy Extension Label Linkbase (101.PRE) Inline XBRL Taxonomy Extension Presentation Linkbase (101.DEF) Inline XBRL Taxonomy Extension Definition Linkbase (104) Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibit 101) * These exhibits relate to management contracts or compensatory plan arrangements. 68 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized. S&P Global Inc. Registrant Date: November 2, 2023 By: /s/ Ewout L. Steenbergen Ewout L. Steenbergen Executive Vice President and Chief Financial Officer Date: November 2, 2023 By: /s/ Christopher F. Craig Christopher F. Craig Senior Vice President, Controller and Chief Accounting Officer 69