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Item 9A. Controls and Procedures

2026-02-11 compared with 2025-02-11 · 54 added, 48 removed, 279 unchanged (27% 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 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.

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, 2025, 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.

Securities Exchange Act of 1934).

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.

Based on that evaluation, management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of December 31, 2025.

Management’s Annual Report on Internal Control Over Financial Reporting

16 unchanged sentences

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.

Energy 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 2024, 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.

During 2025, the Company recorded de minimis revenue and net profit attributable to the Energy transactions and dealings described above.

The Company attributes a de minimis amount of revenue and net profit to the data sourced from Iran by Market Intelligence.

RULE 10b5-1 PLAN ELECTIONS

5 unchanged sentences

Code of Ethics

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

We have adopted a Code of Ethics that applies to our CEO, 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.

84 unchanged sentences

Number Exhibit Index

(2.1) Agreement and Plan of Merger, dated as of November 29, 2020, by and among S&P Global Inc., IHS Markit Ltd.

and Sapphire Subsidiary, Ltd.

, incorporated by reference from Registrant’s Form 8-K filed November 30, 2020.

(2.2) Amendment No.

1 to Agreement and Plan of Merger by and among S&P Global Inc., Sapphire Subsidiary, Ltd., and IHS Markit Ltd.

dated as of January 20, 2021 , incorporated by reference from the Registrant's Form S-4/A filed January 20, 2021.

(2.3) Asset Purchase Agreement, by and between S&P Global Inc.

and Factset Research Systems Inc., dated as of December 24, 2021 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2021.

Securities and Asset Purchase Agreement dated as of January 14, 2023 between IHS Markit Ltd.

52 unchanged sentences

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.

Current Report on Form 8-K (file no.

001-36495) filed on February 9, 2017.

(4.27) Supplemental Indenture No.

1, dated as of July 13, 2017, among IHS Markit Ltd., the Guarantors (as defined therein) and Wells Fargo Bank, 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.

(4.26) Tenth Supplemental Indenture dated as of December 4, 2025, 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 December 4, 2025.

(4.27) Form of 4.250% Senior Notes due 2031 (included in Ex.

4.2 of the referenced Form 8-K) , incorporated by reference from the Registrant's Form 8-K filed on December 4, 2025.

(4.28) Form of 4.800% Senior Notes due 2035 (included in Ex.

4.2 of the referenced Form 8-K) , incorporated by reference from the Registrant's Form 8-K filed on December 4, 2025.

(4.29) Senior Notes Indenture, dated as of December 1, 2017, among IHS Markit Ltd., the Guarantors (as defined therein) and Wells Fargo Bank, National Association, as trustee (including the form of 4.00% Senior Notes due 2026) , incorporated by reference to Exhibit 4.1 of the IHS Markit Ltd.

Current Report on Form 8-K (file no.

001-36495) filed on July 13, 2017.

(4.28) Supplemental Indenture No.

2, dated as of December 1, 2021, to the Senior Notes Indenture, dated as of February 9, 2017, among IHS Markit Ltd., the guarantors party thereto and Computershare Trust Company, N.A.

001-36495) filed on December 1, 2017.

(4.30) First Supplemental Indenture, dated as of December 1, 2021, to the Senior Notes Indenture, dated as of December 1, 2017, among IHS Markit Ltd., the guarantors party thereto and Computershare Trust Company, N.A.

(as successor to Wells Fargo Bank, National Association), as trustee , incorporated by reference to Exhibit 4.3 of the IHS Markit Ltd.

1 unchanged sentence

001-36495) filed on December 1, 2021.

(4.31) Senior Indenture, dated as of July 23, 2018, between IHS Markit Ltd.

and Wells Fargo Bank, National Association, as trustee , incorporated by reference to Exhibit 4.1 of the IHS Markit Ltd.

Current Report on Form 8-K (file no.

001-36495) filed on December 1, 207.

001-36495) filed on July 23, 2018.

(4.32) Second Supplemental Indenture, dated as of July 23, 2018, to the Senior Indenture, dated as of July 23, 2018, between IHS Markit Ltd.

and Wells Fargo Bank, National Association, as trustee (including the form of 4.750% Senior Notes due 2028) , incorporated by reference to Exhibit 4.4 of the IHS Markit Ltd.

Current Report on Form 8-K (file no.

001-36495) filed on July 23, 2018.

(4.33) Fourth Supplemental Indenture, dated as of April 8, 2019, to the Senior Indenture, dated as of July 23, 2018, between IHS Markit Ltd.

and Wells Fargo Bank, National Association, as trustee (including the form of 4.250% Senior Notes due 2029) , incorporated by reference to Exhibit 4.4 of the IHS Markit Ltd.

Current Report on Form 8-K (file no.

001-36495) filed on April 8, 2019.

(4.34) Fifth Supplemental Indenture, dated as of December 1, 2021, to the Senior Indenture, dated as of July 23, 2018, between IHS Markit Ltd.

and Computershare Trust Company, N.A.

(as successor to Wells Fargo Bank, National Association), as trustee , incorporated by reference to Exhibit 4.4 of the IHS Markit Ltd.

4 unchanged sentences

(4.37) 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.

(4.38) Registration Rights Agreement dated as of December 4, 2025, 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 December 4, 2025.

(4.39) Description of the Registrant's Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2019.

1 unchanged sentence

(10.2)* Registrant’s 2019 Stock Incentive Plan , incorporated by reference from Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 25, 2019.

(10.3)* Form of 2022 Performance Share Unit Terms and Conditions , incorporated by reference from the Registrant’s Form 10-Q filed on August 3, 2022.

(10.3)* Form of 2023 Performance Share Unit Award Terms and Conditions , incorporated by reference from the Registrant’s Form 10-Q filed on April 27, 2023.

1 unchanged sentence

(10.5)* Form of 2024 Performance Share Unit Award Terms and Conditions (Termination Acceleration) , incorporated by reference from the Registrant's Form 10-Q filed on April 25, 2024.

(10.7)* Form of 2022 Restricted Stock Unit Award Terms and Conditions , incorporated by reference from the Registrant's Form 10-Q filed on August 3, 2022.

(10.6)* Form of 2025 Performance Share Unit Award Agreement , incorporated by reference from the Registrant's Form 10-Q filed on April 29, 2025.

(10.7)* Form of 2023 Restricted Stock Unit Award Terms and Conditions , incorporated by reference from the Registrant's Form 10-Q filed on April 27, 2023.

1 unchanged sentence

(10.9)* Form of 2024 Restricted Stock Unit Award Terms and Conditions (Termination Acceleration) , incorporated by reference from the Registrant's Form 10-Q filed on April 25, 2024.

(10.11)* Form of 2022 Performance-Vesting Restricted Stock Unit Award Terms and Conditions , incorporated by reference from the Registrant's Form 10-Q filed on August 3, 2022.

(10.12)* Form of S&P Dow Jones Indices 2022 Long-Term Cash Incentive Compensation Plan , incorporated by reference from the Registrant's Form 10-Q filed on August 3, 2022.

(10.10)* Form of 2024 Restricted Stock Unit Award Agreement (Cliff-Vesting) , incorporated by reference from the Registrant's Form 10-Q filed on April 29, 2025.

(10.11)* Form of 2025 Restricted Stock Unit Award Agreement , incorporated by reference from the Registrant's Form 10-Q filed on April 29, 2025.

(10.12)* Form of S&P Dow Jones Indices 2023 Long-Term Cash Incentive Compensation Plan , incorporated by reference from the Registrant's Form 10-Q filed on April 27, 2023.

Form of S&P Dow Jones Indices 2024 Long-Term Cash Incentive Compensation Plan , incorporated by reference from the Registrant's Form 10-Q filed on April 25, 2024.

(10.15)* Form of 2022 Long-Term Cash Award Terms and Conditions , incorporated by reference from the Registrant's Form 10-Q filed on August 3, 2022.

Form of S&P Dow Jones Indices 2025 Long-Term Cash Incentive Compensation Plan , incorporated by reference from the Registrant's Form 10-Q filed on April 29, 2025.

(10.15)* IHS Markit Ltd.

5 unchanged sentences

(10.18)* Registrant’s Key Executive Short-Term Incentive Deferred Compensation Plan, as amended and restated as of January 1, 2008 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2007.

(10.20)* Resolutions terminating deferrals under the Key Executive Short-Term Deferred Compensation Plan, dated October 23, 2014 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.

(10.19)* Resolutions terminating deferrals under the Key Executive Short-Term Incentive Deferred Compensation Plan, dated October 23, 2014 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.

(10.20)* Registrant’s Key Executive Short Term Incentive Compensation Plan, as amended effective January 1, 2017 , incorporated by reference from the Registrant’s Form 10-Q filed October 26, 2017.

1 unchanged sentence

(10.22)* Registrant's Management Severance Plan, as amended and restated effective as of February 29, 2024 , incorporated by reference from the Registrant's Form 10-Q filed April 25, 2024.

(10.24) Five-Year Credit Agreement, dated as of December 17, 2024, among the Company, Standard & Poor's Financial Services LLC, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A., as syndication agent .

(10.23) Five-Year Credit Agreement, dated as of December 17, 2024, among the Company, Standard & Poor's Financial Services LLC, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A., as syndication agent , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2024.

(10.24)* Registrant’s Employee Retirement Plan Supplement, as amended and restated as of January 1, 2008 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2007.

5 unchanged sentences

(10.30)* Sixth Amendment to Registrant’s Employee Retirement Plan Supplement, effective generally as of January 1, 2021 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2020.

(10.31)* Seventh Amendment to Registrant’s Employee Retirement Plan Supplement, effective generally as of October 1, 2025 , incorporated by reference from the Registrant’s Form 10-Q filed October 30, 2025.

(10.32)* Standard & Poor’s Employee Retirement Plan Supplement, as amended and restated as of January 1, 2008 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009.

6 unchanged sentences

(10.39)* Seventh Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective generally as of January 1, 2021 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2020.

(10.40)* Eighth Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective generally as of October 1, 2025 , incorporated by reference from the Registrant’s Form 10-Q filed October 30, 2025.

(10.41)* Registrant's 401(k) Savings and Profit Sharing Supplement, as amended and restated as of January 1, 2023 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2022.

2 unchanged sentences

(10.43)* Amendment No.

2 to Registrant's 401(k) Savings and Profit Sharing Plan Supplement, as amended and restated as of January 1, 2023, effective as of January 1, 2025 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2024.

(10.44)* Amendment No.

3 to Registrant's 401(k) Savings and Profit Sharing Plan Supplement, as amended and restated as of January 1, 2023, effective as of October 1, 2025 , incorporated by reference from the Registrant's Form 10-Q filed October 30, 2025.

(10.45)* Amendment No.

4 to Registrant's 401(k) Savings and Profit Sharing Plan Supplement, as amended and restated as of January 1, 2023, effective as of January 1, 2026 .

7 unchanged sentences

(10.53)* 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 on July 27, 2023.

(10.51)* Special Advisor Agreement, by and between Douglas L.

Peterson and S&P Global Inc., dated as of July 29, 2024 , incorporated by reference from the Registrant's Form 10-Q filed on July 30, 2024.

(10.54)* Term sheet, dated June 25, 2024, between the Registrant and Martina Cheung , incorporated by reference from the Registrant's Form 10-Q filed on October 25, 2024.

(10.53)* Offer letter, dated September 18, 2024, between the Registrant and Eric Aboaf .

(10.54)* Executive Separation and Release Agreement, dated October 16, 2024, between the Registrant and Adam Kansler .

(10.55)* Offer letter, dated September 18, 2024, between the Registrant and Eric Aboaf , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2024.

(10.56)* Dual Signature Separation Agreement, dated as of July 29, 2025, between IHS Markit UK Services Limited and Edouard Tavernier , incorporated by reference from the Registrant's Form 10-Q filed on August 1, 2025.

(10.57)* S&P Ratings Services Pay Recovery Policy, effective as of October 1, 2014 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.

1 unchanged sentence

Management Supplemental Death & Disability Benefits Plan, Amended and Restated January 1, 2020 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2019.

(19.1) Registrant's Securities Disclosure and Trading Policy, effective as of October 4, 2017, as updated as of February 10, 2025 .

(19.2) Registrant's Windows Group Addendum to the Securities Disclosure and Trading Policy, as updated as of February 10, 2025 .

(19.3) Registrant's Securities Trading Policy for Directors, as updated as of February 10, 2025 .

(19.1) Registrant's Securities Disclosure and Trading Policy, effective as of October 4, 2017, as updated as of October 6, 2025 .

(19.2) Registrant's Windows Group Addendum to the Securities Disclosure and Trading Policy, as updated as of October 6, 2025 .

(19.3) Registrant's Securities Trading Policy for Directors, as updated as of February 10, 2025 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2024.

(21) Subsidiaries of the Registrant .

24 unchanged sentences

Each individual whose signature appears below constitutes and appoints Martina L.

Cheung and Christopher F.

Craig, and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Form 10-K filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Cheung and Eric W.

Aboaf, and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Form 10-K filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on February 10, 2026 on behalf of the Registrant by the following persons who signed in the capacities as set forth below under their respective names.

1 unchanged sentence

President and Chief Executive Officer and Director

Executive Vice President and Chief Financial Officer

/s/ Christopher F.

Christopher F.

Interim Chief Financial Officer and Senior Vice President, Controller and Chief Accounting Officer

/s/ Richard E.

Senior Vice President, Chief Accounting Officer

Chairman of the Board and Director

2 unchanged sentences

Jacques Esculier

/s/ Gay Huey Evans

Gay Huey Evans

/s/ William D.

2 unchanged sentences

Rebecca Jacoby

/s/ Robert P.

/s/ Douglas L.

/s/ Hubert Joly

/s/ Robert Moritz

Robert Moritz

/s/ Gregory Washington

1 unchanged sentence

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