Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
We have filed the required certifications under Section 302 of the Sarbanes-Oxley Act of 2002 incorporated herein by reference from Exhibits (31.1) and (31.2) to this Annual Report on Form 10-K. In addition we have filed the required certifications under Section 906 of the Sarbanes-Oxley Act of 2002 incorporated herein by reference from Exhibit (32) to this Annual Report on Form 10-K.
This Item 9A. includes information concerning the controls and control evaluations referred to in the required certifications.
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, 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 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
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, management is required to provide the following report on our internal control over financial reporting:
1. Management is responsible for establishing and maintaining adequate internal control over financial reporting.
2. Management has evaluated the effectiveness of the system of internal control using the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework (“COSO 2013 framework”). Management has selected the COSO 2013 framework for its evaluation as it is a control framework recognized by the SEC and the Public Company Accounting Oversight Board that is free from bias, permits reasonably consistent qualitative and quantitative measurement of our internal controls, is sufficiently complete so that relevant controls are not omitted and is relevant to an evaluation of internal controls over financial reporting.
3. Based on management’s evaluation under this framework, management has concluded that our internal controls over financial reporting were effective as of December 31, 2025. There are no material weaknesses in our internal control over financial reporting that have been identified by management.
4. Our independent registered public accounting firm, Ernst & Young LLP, has audited our consolidated financial statements for the year ended December 31, 2025, and has issued their reports on the financial statements and the effectiveness of our internal control over financial reporting. These reports are located on pages 74, 75 and 76 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. 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
125
Table of Contents
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 2025, 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. 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 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
No 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 Securities Exchange Act of 1934, as amended) during the fourth quarter of 2025.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
126
Table of Contents
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information about our directors is contained under the caption “Board of Directors and Corporate Governance-Director Biographies” in our Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 (the “2026 Proxy Statement”) and is incorporated herein by reference.
The information under the heading “Information about our Executive Officers” in Part I of this Annual Report on Form 10-K is also incorporated herein by reference.
Code of Ethics
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. Any waivers that may in the future be granted from such Code and amendments thereto will be posted at such website address. In addition to our Code of Ethics for the CEO and senior financial officers noted above, the following documents may be found on our website at the above website address:
• Code of Business Ethics for all employees;
• Code of Business Conduct and Ethics for Directors;
• Employee Complaint Procedures (Accounting and Auditing Matters);
• Certificate of Incorporation;
• By-Laws;
• Corporate Governance Guidelines;
• Audit Committee Charter;
• Compensation and Leadership Development Committee Charter;
• Nominating and Corporate Governance Committee Charter;
• Financial Committee Charter; and
• Executive Committee Charter.
The foregoing documents are also available in print, free of charge, to any shareholder who requests them. Requests for printed copies may be e-mailed to corporate.secretary@spglobal.com or mailed to the Corporate Secretary, S&P Global Inc., 55 Water Street, New York, NY 10041-0001.
Information about the procedures by which security holders may recommend nominees to our Board of Directors can be found in our 2026 Proxy Statement under the caption “Board of Directors and Corporate Governance-Committees of the Board of Directors-Nominating and Corporate Governance Committee” and is incorporated herein by reference.
Information concerning the composition of the Audit Committee and our Audit Committee financial experts is contained in our 2026 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 2026 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 2026 Proxy Statement under the caption "Ownership of Company Stock-Delinquent Section 16(a) Reports" and is incorporated herein by reference.
127
Table of Contents
New York Stock Exchange Certification
Promptly following the 2026 annual meeting of shareholders, we intend to file with the NYSE the CEO certification regarding our compliance with the NYSE’s corporate governance listing standards as required by NYSE Rule 303A.12. Last year, we filed this CEO certification with the NYSE on May 29, 2025.
Item 11. Executive Compensation
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 2026 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.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Set forth below is information with respect to securities authorized for issuance under equity compensation plans:
The following table details information about our equity compensation plans as of December 31, 2025:
Equity Compensation Plans’ Information
(a) (b) (c)
Plan category Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights Weighted-average
exercise price of
outstanding options,
warrants and rights Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
Equity compensation plans approved by security holders 982,406 1 $ 74.46 2 18,372,433 3,4
Equity compensation plans not approved by security holders — $ — —
Total 982,406 $ 74.46 18,372,433
1 Includes shares to be issued upon exercise of outstanding options, restricted stock units, performance stock units and director deferred phantom stock units under our equity compensation plans. The number of performance stock unit awards is based on the target number of units granted.
2 Restricted stock units, performance stock units and director deferred phantom stock units do not have an exercise price and are delivered without any payment or consideration other than service.
3 Included in this number are 469,981 shares reserved for issuance under the Director Deferred Stock Ownership Plan. The remaining 17,902,452 shares are reserved for issuance under the 2019 Stock Incentive Plan (the “2019 Plan”) for performance stock, restricted stock, other stock-based awards, stock options and stock appreciation rights.
4 Under the terms of the 2019 Plan, shares subject to an award or shares paid in settlement of a dividend equivalent reduce the number of shares available under the 2019 Plan by one share for each such share granted or paid.
The 2019 Plan is also governed by certain share recapture provisions. Only shares underlying awards granted under the 2019 Plan that are forfeited, expired, cancelled, terminated, settled in cash or property other than shares, or otherwise not distributable, are added back to the shares available for issuance. Shares withheld to satisfy the exercise price of an award or to satisfy any required tax withholding obligations, or that are repurchased by the Company with option proceeds are not added back to the shares available for issuance.
Information on the number of shares our common stock beneficially owned by each director and named executive officer, by all directors and executive officers as a group and on each beneficial owner of more than 5% of our common stock is contained under the caption “Ownership of Company Stock” in our 2026 Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information with respect to certain relationships and related transactions and director independence is contained under the captions “Board of Directors and Corporate Governance-Transactions with Related Persons” in our 2026 Proxy Statement and is incorporated herein by reference.
128
Table of Contents
Item 14. Principal Accountant Fees and Services
During the year ended December 31, 2025, Ernst & Young LLP audited the consolidated financial statements of the Registrant and its subsidiaries.
Information on our Audit Committee’s pre-approval policy for audit services and information on our principal accountant fees and services is contained in our 2026 Proxy Statement under the caption “Independent Registered Public Accounting Firm’s Fees and Services” and is incorporated herein by reference.
129
Table of Contents
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) Documents filed as part of this Annual Report on Form 10-K:
1. Financial Statements
• Reports of Independent Registered Public Accounting Firm
• Consolidated Statements of Income for the three years ended December 31, 2025
• Consolidated Statements of Comprehensive Income for the three years ended December 31, 2025
• Consolidated Balance Sheets as of December 31, 2025 and 2024
• Consolidated Statements of Cash Flows for the three years ended December 31, 2025
• Consolidated Statements of Equity for the three years ended December 31, 2025
• Notes to the Consolidated Financial Statements
2. Financial Schedule
• Schedule II—Valuation and Qualifying Accounts
All other schedules have been omitted since the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or the notes thereto.
3. Exhibits – The exhibits filed as part of this Annual Report on Form 10-K are listed in the Exhibit Index immediately preceding such Exhibits, and such Exhibit Index is incorporated herein by reference.
130
Table of Contents
S&P Global
Schedule II – Valuation and Qualifying Accounts
(in millions)
Additions/(deductions) Balance at
beginning of
year Net charges
to income Deductions and other 1
Balance at end
of year
Year ended December 31, 2025
Allowance for doubtful accounts $ 44 $ 40 $ ( 34 ) $ 50
Year ended December 31, 2024
Allowance for doubtful accounts $ 54 $ 42 $ ( 52 ) $ 44
Year ended December 31, 2023
Allowance for doubtful accounts $ 48 $ 27 $ ( 21 ) $ 54
1 Primarily includes uncollectible accounts written off, net of recoveries, impact of acquisitions and divestitures and adjustments for foreign currency translation.
131
Table of Contents
Exhibit
Number Exhibit Index
(2.1)†
Securities and Asset Purchase Agreement dated as of January 14, 2023 between IHS Markit Ltd. and Allium Buyer LLC , incorporated by reference from the Registrant's Form 10-Q filed on April 27, 2023.
(2.2)†
Acknowledgment and Amendment No. 2 to Securities and Asset Purchase Agreement dated as of May 2, 2023 between IHS Markit Ltd. and Allium Buyer LLC , incorporated by reference from the Registrant's Form 10-Q filed on July 27, 2023.
(3.1) Amended and Restated Certificate of Incorporation of Registrant, as amended and restated on May 13, 2020 , incorporated by reference from 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) Indenture dated as of November 2, 2007 between the Registrant, as issuer, and The Bank of New York, as trustee , incorporated by reference from Registrant’s Form 8-K filed November 2, 2007.
(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.
(4.5) 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) 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. 4.2 of the referenced Form 8-K) , incorporated by reference from the Registrant's Form 8-K filed November 26, 2019.
(4.11) Form of 3.250% Senior Note due 2049 (included in Ex. 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 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.
132
Table of Contents
(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 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. 4.2 of the referenced Form 8-K) , incorporated by reference from the Registrant's Form 8-K filed March 18, 2022.
(4.20) Form of 2.700% Sustainability-Linked 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 March 18, 2022.
(4.21) Form of 2.900% Senior Note due 2032 (included in Ex. 4.2 of the referenced Form 8-K) , incorporated by reference from the Registrant's Form 8-K filed March 18, 2022.
(4.22) Form of 3.700% Senior Note due 2052 (included in Ex. 4.2 of the referenced Form 8-K) , incorporated by reference from the Registrant's Form 8-K filed March 18, 2022.
(4.23) Form of 3.900% Senior Note due 2062 (included in Ex. 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) 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 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. Current Report on Form 8-K (file no. 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 July 23, 2018.
133
Table of Contents
(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. Current Report on Form 8-K (file no. 001-36495) filed on December 1, 2021.
(4.35) 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.
(4.36) 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.
(4.37) 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.
(10.1)* Registrant’s 2002 Stock Incentive Plan, as amended and restated as of January 1, 2016 , incorporated by reference from the Registrant’s Form 10-Q filed April 26, 2016.
(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 2023 Performance Share Unit Award Terms and Conditions , incorporated by reference from the Registrant’s Form 10-Q filed on April 27, 2023.
(10.4)* Form of 2024 Performance Share Unit Award Terms and Conditions , incorporated by reference from the Registrant's Form 10-Q filed on April 25, 2024.
(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.
(10.6)* 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.
(10.8)* Form of 2024 Restricted Stock Unit Award Terms and Conditions , incorporated by reference from the Registrant's Form 10-Q filed on April 25, 2024.
(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.
134
Table of Contents
(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.
(10.13)*†
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.
(10.14)*†
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. Amended and Restated 2014 Equity Incentive Award Plan , incorporated by reference from IHS Markit Ltd.'s Form 10-Q filed on March 26, 2019.
(10.16)* IHS Markit Ltd. 2014 Equity Incentive Award Plan - 2021 Form of Performance Share Unit Agreement , incorporated by reference from IHS Markit Ltd.'s Form 10-Q filed on March 23, 2021.
(10.17)* IHS Markit Ltd. 2014 Equity Incentive Award Plan - 2021 Form of Performance Share Unit Agreement (PUP) , incorporated by reference from IHS Markit Ltd.'s Form 10-K filed on January 24, 2022.
(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.
(10.19)* 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.
(10.21)* Registrant's Senior Executive Severance Plan, amended and restated as of May 8, 2019 , incorporated by reference from the Registrant's Form 10-Q filed August 1, 2019.
(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.
(10.23) 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.
(10.25)* First Amendment to Registrant’s Employee Retirement Plan Supplement, effective as of January 1, 2009 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009.
(10.26)* Second Amendment to Registrant’s Employee Retirement Plan Supplement, effective generally as of January 1, 2010 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009.
(10.27)* Third Amendment to Registrant’s Employee Retirement Plan Supplement, effective generally as of January 1, 2012 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2011.
(10.28)* Fourth Amendment to Registrant’s Employee Retirement Plan Supplement, effective generally as of May 1, 2013 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2013.
135
Table of Contents
(10.29)* Fifth Amendment to Registrant’s Employee Retirement Plan Supplement, effective generally as of January 1, 2020 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2019.
(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.
(10.33)* First Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective as of December 2, 2009 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009.
(10.34)* Second Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective as of January 1, 2010 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009.
(10.35)* Third Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective as of January 1, 2012 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2011.
(10.36)* Fourth Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective generally as of January 1, 2014 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2013.
(10.37)* Fifth Amendment to Standard & Poor’s Employee Retirement Plan Supplement, dated December 23, 2014 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.
(10.38)* Sixth Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective generally as of January 1, 2020 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2019.
(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.
(10.42)* Amendment No. 1 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, 2024 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2023.
(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 .
(10.46)* Registrant’s Senior Executive Supplemental Death, Disability & Retirement Benefits 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.
136
Table of Contents
(10.47)* Amendment to Registrant’s Senior Executive Supplemental Death, Disability & Retirement Benefits Plan, effective as of January 1, 2010 , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009.
(10.48)* Registrant’s Director 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.
(10.49)* Registrant’s Director Deferred Stock Ownership Plan , incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2010.
(10.50)* Registrant’s Director Deferred Stock Ownership Plan as Amended and Restated effective January 1, 2017 , incorporated by reference from the Registrant’s Form 10-Q filed July 27, 2017.
(10.51)* Registrant’s Amended and Restated Director Deferred Stock Ownership Plan , incorporated by reference from Appendix B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 25, 2019.
(10.52)* Registrant’s Director Deferred Stock Ownership Plan, as Amended and Restated effective May 1, 2024 , incorporated by reference from Appendix B to the Registrant's Definitive Proxy Statement on Schedule 14A filed on March 19, 2024.
(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.
(10.54)* 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.
(10.55)* 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.
(10.58)* S&P Global Inc. 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 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 .
(22) Subsidiary Guarantor of Guaranteed Securities , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2021.
(23) Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm .
(24) Powers of Attorney (included in signature page of this Annual Report on Form 10-K).
(31.1) Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended .
137
Table of Contents
(31.2) Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended .
(32) Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
(97) Registrant's Financial Statement Compensation Recoupment Policy, dated as of June 27, 2023 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2023.
(101.INS) Inline XBRL Instance 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)
† Pursuant to Item 601(b)(2) or 601(b)(10) of Regulation S-K, as applicable, portions of the exhibit have been omitted. The Company hereby agrees to furnish an unredacted copy of the exhibit to the SEC upon request.
* These exhibits relate to management contracts or compensatory plan arrangements.
138
Table of Contents
Item 16. Form 10-K Summary
None.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
S&P Global Inc.
Registrant
By:
/s/ Martina L. Cheung
Martina L. Cheung
President and Chief Executive Officer
February 10, 2026
Each individual whose signature appears below constitutes and appoints Martina L. 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.
/s/ Martina L. Cheung
Martina L. Cheung
President and Chief Executive Officer and Director
/s/ Eric W. Aboaf
Eric W. Aboaf
Executive Vice President and Chief Financial Officer
/s/ Christopher F. Craig
Christopher F. Craig
Senior Vice President, Chief Accounting Officer
/s/ Ian P. Livingston
Ian P. Livingston
Chairman of the Board and Director
/s/ Marco Alverà
Marco Alverà
Director
/s/ Jacques Esculier
Jacques Esculier
Director
/s/ William D. Green
William D. Green
Director
/s/ Stephanie C. Hill
Stephanie C. Hill
Director
/s/ Rebecca Jacoby
Rebecca Jacoby
Director
/s/ Hubert Joly
Hubert Joly
Director
/s/ Maria R. Morris
Maria R. Morris
Director
/s/ Robert Moritz
Robert Moritz
Director
/s/ Gregory Washington
Gregory Washington
Director
139