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Item 9A. Controls and Procedures

2025-02-11 compared with 2024-02-09 · 76 added, 56 removed, 251 unchanged (34% of the section changed)

5 unchanged sentences

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed so that information required to be disclosed in our reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, 2023, an evaluation was performed under the supervision and with the participation of management, including the CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the U.S.

We maintain disclosure controls and procedures that are designed so that information required to be disclosed in our reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Interim Chief Financial Officer (“Interim CFO”), as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, 2024, an evaluation was performed under the supervision and with the participation of management, including the CEO and Interim CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the U.S.

Securities Exchange Act of 1934).

Based on that evaluation, management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of December 31, 2023.

Based on that evaluation, management, including the CEO and Interim CFO, concluded that our disclosure controls and procedures were effective as of December 31, 2024.

Management’s Annual Report on Internal Control Over Financial Reporting

28 unchanged sentences

Code of Ethics

We have adopted a Code of Ethics that applies to our CEO, CFO, chief accounting officer and senior financial officers.

We have adopted a Code of Ethics that applies to our CEO, Interim CFO, chief accounting officer and senior financial officers.

To access such code, go to the Corporate Governance section of our Investor Relations website at http://investor.spglobal.com.

15 unchanged sentences

Information concerning the composition of the Audit Committee and our Audit Committee financial experts is contained in our 2025 Proxy Statement under the caption “Board of Directors and Corporate Governance-Committees of the Board of Directors-Audit Committee” and is incorporated herein by reference.

Information about our insider trading policies governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees will be contained in our 2025 Proxy Statement under the caption "Compensation Discussion and Analysis" and is incorporated herein by reference.

Information concerning compliance with Section 16(a) of the Exchange Act will be contained in our 2025 Proxy Statement under the caption "Ownership of Company Stock-Delinquent Section 16(a) Reports" and is incorporated herein by reference.

New York Stock Exchange Certification

2 unchanged sentences

Executive Compensation

Information about director and executive officer compensation required by this Item 11, Compensation Committee interlocks and the Compensation Committee Report is contained in our 2024 Proxy Statement under the captions “2023 Director

Compensation,” “Board of Directors and Corporate Governance-Compensation Committee Interlocks and Insider Participation,” and is incorporated herein by reference.

Information about director and executive officer compensation that is required by this Item 11, Compensation Committee interlocks and the Compensation Committee Report will be contained in our 2025 Proxy Statement under the captions “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Director Compensation,” and “Board of Directors and Corporate Governance-Compensation Committee Interlocks and Insider Participation” and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

77 unchanged sentences

(4.2) First Supplemental Indenture, dated January 1, 2009, between the Company and The Bank of New York Mellon, as trustee , incorporated by reference from Registrant’s Form 8-K filed January 2, 2009.

(4.3) Form of 6.550% Senior Note due 2037 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2019.

(4.4) Indenture dated as of May 26, 2015, among the Company, Standard & Poor's Financial Services LLC and U.S.

Bank National Association, as trustee , incorporated by reference from the Registrant’s Form 8-K filed on May 26, 2015.

(4.4) First Supplemental Indenture dated as of May 26, 2015, among the Company, Standard & Poor's Financial Services LLC and U.S.

Bank National Association, as trustee, incorporated by reference from the Registrant’s Form 8-K filed on May 26, 2015.

(4.5) Second Supplemental Indenture dated as of August 18, 2015, among the Company, Standard & Poor’s Financial Services LLC and U.S.

Bank National Association, as trustee , incorporated by reference from the Registrant’s Form 8-K filed on August 18, 2015.

(4.5) Third Supplemental Indenture dated as of September 22, 2016, among S&P Global Inc., Standard & Poor’s Financial Services LLC and U.S.

Bank National Association, as trustee , incorporated by reference from the Registrant's Form 8-K filed on September 22, 2016.

(4.6) Form of 2.950% Senior Note due 2027 (included in Ex.

4.2 of the referenced Form 8-K) , incorporated by reference from the Registrant's Form 8-K filed on September 22, 2016.

(4.7) Fourth Supplemental Indenture dated as of May 17, 2018, among S&P Global Inc., Standard & Poor’s Financial Services LLC and U.S.

Bank National Association, as trustee , incorporated by reference from the Registrant's Form 8-K filed on May 17, 2018.

(4.8) Fifth Supplemental Indenture dated as of November 26, 2019, among the Company, Standard & Poor’s Financial Services LLC, and U.S.

Bank National Association, as trustee , incorporated by reference from the Registrant's Form 8-K filed on November 26, 2019.

(4.9) Sixth Supplemental Indenture dated as of August 13, 2020, among the Company, Standard & Poor’s Financial Services LLC, and U.S.

Bank National Association, as trustee , incorporated by reference from the Registrant's Form 8-K filed on August 13, 2020.

(4.10) Seventh Supplemental Indenture dated as of March 2, 2022, among the Company, Standard & Poor’s Financial Services LLC, and U.S.

Bank National Association, as trustee , incorporated by reference from the Registrant's Form 8-K filed on March 2, 2022.

(4.11) Eighth Supplemental Indenture dated as of March 18, 2022, among the Company, Standard & Poor’s Financial Services LLC, and U.S.

Bank National Association, as trustee , incorporated by reference from the Registrant's Form 8-K filed on March 18, 2022.

(4.12) Ninth Supplemental Indenture dated as of September 12, 2023, among the Company, 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 on September 12, 2023.

(4.13) Form of 6.550% Senior Note due 2037 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2019.

(4.14) Form of 4.000% Senior Note due 2025 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2015.

(4.15) Form of 2.950% Senior Note due 2027 , incorporated by reference from the Registrant's Form 8-K filed on September 22, 2016.

(4.8) Form of 4.500% Senior Note due 2048 (included in Ex.

4.2 of the referenced Form 8-K) , incorporated by reference from the Registrant's Form 8-K filed May 17, 2018.

(4.9) Fifth Supplemental Indenture dated as of November 26, 2019, among the Company, Standard & Poor’s Financial Services LLC, and U.S.

Bank National Association, as trustee , incorporated by reference from the Registrant's Form 8-K filed on November 26, 2019.

(4.10) Form of 2.500% Senior Note due 2029 (included in Ex.

2 unchanged sentences

4.2 of the referenced Form 8-K) , incorporated by reference from the Registrant's Form 8-K filed November 26, 2019.

(4.12) Sixth Supplemental Indenture dated as of August 13, 2020, among the Company, Standard & Poor’s Financial Services LLC, and U.S.

Bank National Association, as trustee , incorporated by reference from the Registrant's Form 8-K filed on August 13, 2020.

(4.13) Form of 1.250% Senior Note due 2030 (included in Ex.

4.2 of the referenced Form 8-K) , incorporated by reference from the Registrant's Form 8-K filed March 2, 2022.

4.2 of the referenced Form 8-K) , incorporated by reference from the Registrant’s Form 8-K filed on August 13, 2020.

(4.14) Form of 2.300% Senior Note due 2060 (included in Ex.

4.2 of the referenced Form 8-K) , incorporated by reference from the Registrant’s Form 8-K filed on August 13, 2020.

(4.15) Seventh Supplemental Indenture dated as of March 2, 2022, among the Company, Standard & Poor’s Financial Services LLC, and U.S.

Bank National Association, as trustee , incorporated by reference from the Registrant's Form 8-K filed on March 2, 2022.

(4.16) Form of 4.750% Senior Note due 2028 (included in Ex.

4.2 of the referenced Form 8-K) , incorporated by reference from the Registrant's Form 8-K filed March 2, 2022.

(4.17) Form of 4.250% Senior Note due 2029 (included in Ex.

4.2 of the referenced Form 8-K) , incorporated by reference from the Registrant's Form 8-K filed September 12, 2023.

(4.22) Registration Rights Agreement dated as of March 2, 2022, among the Company, Standard & Poor’s Financial Services LLC, and the initial purchasers therein , incorporated by reference from the Registrant's Form 8-K filed on March 2, 2022.

(4.23) Registration Rights Agreement dated as of March 18, 2022, among the Company, Standard & Poor’s Financial Services LLC, and the initial purchasers therein , incorporated by reference from the Registrant's Form 8-K filed on March 18, 2022.

(4.24) Registration Rights Agreement dated as of September 12, 2023, among the Company, Standard & Poor's Financial Services LLC, and the initial purchasers therein , incorporated by reference from the Registrant's Form 8-K filed on September 12, 2023.

4.2 of the referenced Form 8-K) , incorporated by reference from the Registrant's Form 8-K filed March 2, 2022.

(4.18) Eighth Supplemental Indenture dated as of March 18, 2022, among the Company, Standard & Poor’s Financial Services LLC, and U.S.

Bank National Association, as trustee , incorporated by reference from the Registrant's Form 8-K filed on March 18, 2022.

(4.19) Form of 2.450% Senior Note due 2027 (included in Ex.

8 unchanged sentences

4.2 of the referenced Form 8-K) , incorporated by reference from the Registrant's Form 8-K filed March 18, 2022.

(4.24) Ninth Supplemental Indenture dated as of September 12, 2023, among the Company, 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 on September 12, 2023.

(4.25) Form of 5.250% Senior Note due 2033 (included in Ex.

4.2 of the referenced Form 8-K) , incorporated by reference from the Registrant's Form 8-K filed September 12, 2023.

(4.26) Senior Notes Indenture, dated as of February 9, 2017, among IHS Markit Ltd., the Guarantors (as defined therein) and Wells Fargo, National Association, as trustee (including the form of 4.75% Senior Notes due 2025) , incorporated by reference to Exhibit 4.1 of the IHS Markit Ltd.