10q10k10q10k.net

What changed in MSCI Inc.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of MSCI Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+474 added−459 removedSource: 10-K (2026-02-06) vs 10-K (2025-02-07)

Top changes in MSCI Inc.'s 2025 10-K

474 paragraphs added · 459 removed · 367 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

232 edited+73 added−52 removed178 unchanged
Biggest changeAt acquisition, we align an acquired company’s client count to our methodology. 2 Table of Content s • Use of global, multi-asset-class and other complex strategies, including incorporating private asset and factor exposure objectives, as investors seek specific and unique outcomes; • The need for high-quality data, insightful models and timely research, particularly during times of volatility and uncertainty; • Integration of sustainability and climate considerations into investment processes, reporting and products; • Growth of indexed investing through products such as ETFs, mutual funds, annuities and Undertakings for Collective Investment in Transferable Securities (“UCITS funds”), as well as indexed derivatives such as futures, options, structured products and over-the-counter swaps; • Allocation of capital to private assets and desire for greater transparency into the drivers of private asset performance; • Growing disclosure requirements that necessitate high-quality data and streamlined reporting solutions; • Demand for data and tools that support customized portfolio construction and specialized preferences and objectives; and • Use of advanced technologies, including AI, to enhance products, improve analytics, collect and evaluate data, improve client experiences, streamline operations and gain competitive advantages.
Biggest changeAs a result, the investment process is transforming, which is reflected in several key trends: • Changing client strategies and operating models, influenced by fee compression, changing demographics, economic outlooks and the regulatory environment; • Use of global, multi-asset-class and other complex strategies, including integration of public and private assets and factor exposure objectives into investment strategies; • Need for high-quality data, insightful models and timely research, particularly during times of volatility and uncertainty; • Growth of indexed investing, including through ETFs (including active and fixed income ETFs) and indexed derivatives (including futures, options, structured products and over-the-counter swaps); • Demand for data and tools that support customized portfolio construction and specialized preferences and objectives, including custom indexes; • Integration of sustainability and climate risk and performance considerations into investment processes, reporting and product creation; • Allocation of capital to private assets and demand for greater transparency and standardization of the drivers of private asset risk and performance; • Disclosure requirements that necessitate high-quality data and streamlined reporting solutions; • Use of advanced technologies, including AI, to enhance products, improve analytics, collect and evaluate data, derive insights, improve client experiences, streamline operations and gain competitive advantages.
Our AI Portfolio Insights offering calculates, stores, and delivers a broad range of risk, performance, climate, and sustainability measures to help investors identify trends and respond to market changes. The tool features a generative AI-powered chatbot to deliver risk and performance insights and is designed to enhance speed, efficiency and collaboration. • MSCI Wealth Manager .
Our AI Portfolio Insights offering calculates, stores, and delivers a broad range of risk, performance, climate, and sustainability measures to help investors identify trends and respond to market changes. The tool features a generative AI-powered chatbot to deliver risk insights and is designed to enhance speed, efficiency and collaboration. • MSCI Wealth Manager .
Investors use MSCI ESG Ratings for a variety of purposes, including to assist with fundamental or quantitative analysis, portfolio construction and risk management, engagement and thought leadership, benchmarking and custom index design. • MSCI ESG Business Involvement Screening Research .
Investors use MSCI ESG Ratings for a variety of purposes, including to assist with fundamental or quantitative analysis, portfolio construction and risk management, engagement and thought leadership, benchmarking and custom index design. • MSCI Business Involvement Screening Research .
In addition, some of our competitors could enter into exclusive contracts with our data suppliers, including with certain stock exchanges, which could preclude us from receiving certain data or other materials or restrict us in our use of such data or other materials.
In addition, some of our competitors could enter into exclusive contracts with our suppliers, including with certain stock exchanges, which could preclude us from receiving certain data or other materials or restrict us in our use of such data or other materials.
We rely on complex processes and IT controls along with policies, procedures and training to protect this information, including sensitive client data such as material non-public information and client portfolio data, against unauthorized access or disclosure.
We rely on complex processes and IT controls along with policies, procedures and training to protect this information, including sensitive data such as material non-public information and client portfolio data, against unauthorized access or disclosure.
Factors affecting the availability of our products and services and our information technology systems and networks, such as loss of service, operational failures, human error, terrorist attacks, geopolitical instability, climate-related events (e.g., hurricanes, floods or other natural disasters), outbreak of pandemic or contagious disease, power loss, telecommunications failures, technical breakdowns, internet failures or cyber-attacks, could impair our or our third-party service provider systems’ operations or interrupt their availability for extended periods of time or impact the availability of our or our third-party service provider’s personnel.
Factors affecting the availability of our products and services and our information technology systems and networks, such as loss of service, operational failures, human error, model error, terrorist attacks, geopolitical instability, climate-related events (e.g., hurricanes, floods or other natural disasters), outbreak of pandemic or contagious disease, power loss, telecommunications failures, technical breakdowns, internet failures or cyber-attacks, could impair our or our third-party service provider systems’ operations or interrupt their availability for extended periods of time or impact the availability of our or our third-party service provider’s personnel.
Additionally, legislation, litigation, investigations or regulatory action or enforcement activities aimed at curbing ESG or climate investing practices or penalizing institutions perceived as prioritizing ESG or climate considerations could further increase reputational risks to us and reduce the marketability of our products. In addition, increased regulatory and political focus on ESG and climate-related practices has impacted our clients.
Additionally, legislation, litigation, investigations or regulatory action or enforcement activities aimed at curbing ESG or climate investing practices or penalizing institutions perceived as prioritizing ESG or climate considerations could further increase reputational risks to us and reduce the marketability of our products. In addition, increased regulatory and political focus on ESG and climate-related investment considerations has impacted our clients.
If we cannot adjust to these costs, our operating results may fluctuate significantly or our anticipated profitability may be reduced. Additionally, macroeconomic conditions such as inflation, interest rates and currency fluctuations may increase our operating costs and create uncertainty for our clients, placing downward pressure on their budgets and reducing demand for our products and services.
If we cannot adjust to these costs, our operating results may fluctuate significantly or our anticipated profitability may be reduced. Additionally, macroeconomic conditions such as inflation, interest rates, tariffs and currency fluctuations may increase our operating costs and create uncertainty for our clients, placing downward pressure on their budgets and reducing demand for our products and services.
Research and Development We apply an integrated team approach to developing content across our operating segments. Our research and development, product management, data operations and technology, and application development teams are at the center of this process. Our content is developed by a research and development team comprised of mathematicians, economists, statisticians, financial engineers, investment professionals and industry experts.
Research and Development We apply an integrated team approach to developing content across our operating segments. Our research and development, product management, data operations and technology teams are at the center of this process. Our content is developed by a research and development team comprised of mathematicians, economists, statisticians, financial engineers, investment professionals and industry experts.
Our ESG and Climate offerings include: • MSCI ESG Ratings . Our ESG ratings aim to measure a company’s resilience to long-term ESG risks. Companies are scored on an industry-relative scale across the most relevant key ESG issues based on a company’s business model. MSCI ESG Ratings include ratings of equity issuers and fixed income securities.
Our Sustainability and Climate offerings include: • MSCI ESG Ratings . Our ESG ratings aim to measure a company’s resilience to long-term ESG risks. Companies are scored on an industry-relative scale across the most relevant key ESG issues based on a company’s business model. MSCI ESG Ratings include ratings of equity issuers and fixed income securities.
Our global operations and any future expansions may continue to place significant strain on our resources and subject us to additional risks and costs resulting from our increased global footprint, which could materially adversely impact our business, financial condition or results of operations.
Our global presence and operations and any future expansions may continue to place significant strain on our resources and subject us to additional risks and costs resulting from our increased global footprint, which could materially adversely impact our business, financial condition or results of operations.
We may be exposed to liabilities as a result of failure to comply with laws and regulations relating to our global operations, including anti-corruption laws, and any determination that we violated these laws could have a material adverse effect on our business.
We may be exposed to liabilities as a result of failure to comply with laws and regulations relating to our global presence and operations, including anti-corruption laws, and any determination that we violated these laws could have a material adverse effect on our business.
Further, laws, rules or regulations affecting users of our indexes, such as sanctions that prohibit users of our indexes from investing or transacting in securities included in our indexes, can have an indirect impact on our indexes, including their construction and composition. • ESG Ratings .
Further, laws, rules or regulations affecting users of our indexes, such as sanctions that prohibit users of our indexes from investing or transacting in markets or securities included in our indexes, can have an indirect impact on our indexes, including their construction and composition. • ESG Ratings .
If Vendor Products include errors or design defects, are delayed, become incompatible with future versions of our products, are unavailable on acceptable terms or are not available at all, we may not be able to deliver our products and services.
If Vendor Products include errors or design defects, are delayed, become incompatible with future versions of our products, are unavailable on acceptable terms or are suspended or not available at all, we may not be able to deliver our products and services.
We may be exposed to more targeted and more sophisticated cyber-attacks and other security incidents because of our role or prominence in the global marketplace, including our handling of client portfolio data, the composition of our indexes and ESG ratings.
We may be exposed to more targeted and more sophisticated cyber-attacks and other security incidents because of our role or prominence in the global marketplace, including our handling of client portfolio data, the composition and use of our indexes and ESG ratings.
Furthermore, the potential for inconsistent or conflicting requirements across jurisdictions may create implementation challenges, increase compliance risks and result in inadvertent noncompliance, which could materially impact our operations and reputation. • Data Privacy and AI Regulation.
Furthermore, the potential for inconsistent or conflicting requirements across jurisdictions may create implementation challenges, increase compliance risks and result in inadvertent noncompliance, which could materially impact our operations and reputation. • Data Privacy and AI.
Diverging interpretations or future amendments to these regulations may increase compliance burdens and operational complexity. Additionally, guidance issued by the European Securities and Markets Authority (“ESMA”) may affect benchmark administrators and their clients.
Diverging interpretations or future amendments to these regulations may also increase compliance burdens and operational complexity. Additionally, guidance issued by the European Securities and Markets Authority (“ESMA”) may affect benchmark administrators and their clients.
We may also face public or media scrutiny concerning politically or socially sensitive topics, which could lead to negative media coverage, reputational harm or increased government or regulatory scrutiny, even if such claims lack merit.
We may face public or media scrutiny concerning politically or socially sensitive topics, which could lead to negative media coverage, reputational harm or increased government or regulatory scrutiny, even if such claims lack merit.
We are continually developing a wide range of differentiated content and have amassed an extensive database of global market data; proprietary index data; sustainability and climate data and metrics; factor models; private asset performance, transaction and benchmark data, including fund-and asset-level data; and risk algorithms, all of which can be critical to our clients’ investment processes. • Client-centricity allows us to build strong client relationships globally and better understand and service our clients’ needs.
We are continually developing a wide range of differentiated content and have amassed an extensive database of global market data; proprietary index data; sustainability and climate data and metrics; factor models; private asset performance, transaction and benchmark data, including fund- and asset-level data; and risk algorithms, all of which can be critical to our clients’ investment processes. • Client-centricity allows us to build strong client relationships globally and better understand and serve client needs.
While we have taken steps to mitigate such interruptions and delays, we cannot provide assurance that they will not occur again as part of future migration to new technologies, applications or processes (e.g., cloud migration), even after extensive testing, or if we experience significant growth of our customer base or increases in the number of products or services or in the speed at which we provide products and services.
While we have taken steps to mitigate such interruptions and delays, we cannot provide assurance that they will not occur again as part of future migration to new technologies, applications or processes (e.g., cloud migration), even after extensive testing, or if we experience significant growth of our client base or increases in the number of products or services or in the speed at which we provide products and services.
We also make available free of charge, on or through our website, these reports, proxy statements and other information as soon as reasonably practicable following the time they are electronically filed with or furnished to the SEC. To access these, click on the “SEC Filings” link under the “Financial Information” tab found on our investor relations homepage (http://ir.msci.com).
We also make available free of charge, on or through our website, these reports, proxy and information statements and other information as soon as reasonably practicable following the time they are electronically filed with or furnished to the SEC. To access these, click on the “SEC Filings” link under the “Financial Information” tab found on our investor relations homepage (https://ir.msci.com).
Accordingly, any significant failures, disruptions or instability affecting our information technology platform, providers, production and delivery systems, applications, processes or the internet could negatively affect our ability to distribute products and service our clients, damage our brand and reputation and result in litigation, which may have a material adverse effect on our business, financial condition or results of operations.
Accordingly, any significant failures, disruptions or instability affecting our information technology platforms, providers, production and delivery systems, applications, processes or the internet could negatively affect our ability to distribute products and service our clients, damage our brand and reputation and result in litigation, which may have a material adverse effect on our business, financial condition or results of operations.
We have published reports aligned with a number of international frameworks, including the “Carbon Disclosure Project (CDP),” the Task Force on Climate-related Financial Disclosures (TCFD) and the Sustainability Accounting Standard Board (SASB). Additional information on our corporate responsibility efforts can be found on our website at https://www.msci.com/who-we-are/corporate-responsibility.
We have published reports aligned with a number of international frameworks, including the “Carbon Disclosure Project (CDP),” the Task Force on Climate-related Financial Disclosures (TCFD) and the Sustainability Accounting Standards Board (SASB). Additional information on our corporate responsibility efforts can be found on our website at https://www.msci.com/who-we-are/corporate-responsibility.
In addition, we believe that when we change the composition of our indexes or if we expect to change the methodologies that govern our indexes, in some cases, those changes can have an indirect effect on the prices of constituent securities and on certain indexed investment products as a result of trading activity related to tracking our indexes.
When we change the composition of our indexes or if we expect to change the methodologies that govern our indexes, in some cases, those changes can have an indirect effect on the prices of constituent securities and on certain indexed investment products as a result of trading activity related to tracking our indexes.
We may not be successful in developing, introducing, implementing, marketing, pricing, launching or licensing new products or enhancements on a timely or cost-effective basis or without impacting the stability and efficiency of existing products and systems. Any new products and enhancements may not adequately meet the requirements of the marketplace or industry standards or achieve market acceptance.
We may not be successful in developing, introducing, implementing, marketing, pricing, launching or licensing new products or enhancements on a timely or cost-effective basis or without impacting the stability and efficiency of existing products and services. Any new products or services and enhancements may not adequately meet the requirements of the marketplace or industry standards or achieve market acceptance.
If we fail to attract, develop or retain the necessary qualified personnel, including through our compensation programs, our business, financial condition or results of operations could be materially adversely affected. Our success depends on the knowledge, skills, experience and abilities of our employees, particularly our executives and other key employees.
If we fail to attract, develop or retain the necessary talent, including through our compensation programs, our business, financial condition or results of operations could be materially adversely affected. Our success depends on the knowledge, skills, experience and abilities of our employees, particularly our executives and other key personnel.
Views expressed by the media, politicians, other government officials or representatives, regulators, political and other advocacy groups or other third parties regarding our company, our industry or our role in the investment process—including allegations or suggestions that we have biases, lack independence or encourage investment in, or divestment from, certain companies, countries or regions or in support of certain causes or trends—and the impact of political and geo-political tensions relating to countries, industries, companies or issues relevant to our products and services, such as the inclusion of certain Chinese companies in our indexes or the focus on ESG or sustainable investing and climate considerations, could negatively impact our reputation and credibility.
Views expressed by the media, politicians, other government officials or representatives, regulators, NGOs and other advocacy groups, industry associations or other third parties regarding our company, our industry or our role in the investment process—including allegations or suggestions that we have biases, lack independence or encourage investment in, or divestment from, certain companies, countries or regions or in support of certain causes or trends—and the impact of political and geopolitical tensions relating to countries, industries, companies or issues relevant to our products and services, such as the inclusion of certain Chinese companies in our indexes or the focus on ESG or sustainable investing and climate considerations, could negatively impact our reputation and credibility.
Technology Risks Any failures, disruptions, instability or vulnerabilities in our information technology architecture, platforms, vendors and service providers, production and delivery systems, software, code, networks, the internet or other systems may disrupt our operations, cause our products or services to be unavailable or fail and impose delays or additional costs, or impose conditions or restrictions on our products or services and have a material adverse effect on our business, financial condition or results of operations.
Technology Risks Any failures, disruptions, instability or vulnerabilities in our information technology architecture, platforms, vendors and service providers, production and delivery systems, software, code, networks, the internet or other systems may disrupt our operations, 18 Table of Contents cause our products or services to be unavailable or fail and impose delays or additional costs, or impose conditions or restrictions on our products or services and have a material adverse effect on our business, financial condition or results of operations.
The contents of our website, including our investor relations website, and our social media channels are not, however, a part of or incorporated by reference in this Annual Report on Form 10-K. 13 Table of Content s Item 1A .
The contents of our website, including our investor relations website, and our social media channels are not, however, a part of or incorporated by reference in this Annual Report on Form 10-K. 13 Table of Contents Item 1A .
Barra Portfolio Manager is an integrated risk, performance and portfolio-construction interactive platform with a flexible user interface that enables our clients to design investment strategies and build portfolios, and to share analytics and reports across their organizations.
Barra PortfolioManager is an integrated risk, performance and portfolio-construction interactive platform with a flexible user interface that enables our clients to design investment strategies and build portfolios, and to share analytics and reports across their organizations.
Our business could be materially adversely affected if we are unable to timely or effectively replace the data or functionality provided by Vendor Products that may become unavailable or fail to operate effectively for any reason.
Our business could be materially adversely affected if we are unable to timely or effectively replace the data, other materials or functionality provided by Vendor Products that may become unavailable or fail to operate effectively for any reason.
Moreover, clients that have licensed our indexes to serve as the basis of indexed investment products are generally not required to continue to use our indexes. Clients that license our indexes to serve as the basis for listed futures and options contracts might also discontinue such contracts.
Moreover, clients that have licensed our indexes to serve as the basis of indexed investment products are generally not required to continue to use our indexes. For example, clients that license our indexes to serve as the basis for listed futures and options contracts might discontinue such contracts.
If we are unable to effectively manage the development of new or enhanced products and services, we may not be able to remain competitive and our business, financial condition or results of operations could be materially adversely affected.
If we are unable to effectively manage the development of new or enhanced products and services for our clients, we may not be able to remain competitive and our business, financial condition or results of operations could be materially adversely affected.
It might also lead to changes in current industry practices such that we would no longer make our index level data publicly available, such as via our website or news media, on a timely basis.
This also might lead to changes in current industry practices such that we would no longer make our index level data publicly available, such as via our website or news media, on a timely basis.
The foreknowledge of these changes could be determined to be material non-public information. Similarly, our ESG ratings and ratings changes could potentially impact the companies and entities that we rate, including the price of their securities and the price of other securities that reference their securities.
The foreknowledge of these changes could be determined to be material non-public information. Similarly, our ESG ratings and changes to our ratings or methodology could potentially impact the companies and entities that we rate, including the price of their securities and the price of other securities that reference their securities.
As these threats continually evolve, we may be required to devote additional resources to modify or enhance our operational or security systems and networks and our cybersecurity program. Our security measures or those of our third-party providers may prove insufficient.
As these threats continue to evolve, we may be required to devote additional resources to modify or enhance our operational or security systems and networks and our cybersecurity program. Our security measures or those of our third-party providers may prove insufficient.
In addition, uncertainty regarding macroeconomic factors such as inflation, interest rates, currency fluctuations or geopolitical instability could impact our ability to forecast our expected financial performance. Our ability to forecast financial performance may also be impacted by delays in product launches, slower-than-expected client adoption of our products and services or greater-than-anticipated cancellations.
In addition, uncertainty regarding macroeconomic factors such as inflation, interest rates, tariffs and trade policy, currency fluctuations or geopolitical instability could impact our ability to forecast our expected financial performance. Our ability to forecast financial performance may also be impacted by delays in product launches, slower-than-expected client adoption of our products and services or greater-than-anticipated cancellations.
Our past and future acquisitions, strategic partnerships and investments may subject us to unanticipated risks or liabilities, including the potential to disrupt our operations, or increase our reliance on third parties, which may result in future disruptions if those partnerships are unsuccessful or discontinued or the content or level of support provided by strategic partners is diminished.
Our past and future acquisitions, strategic partnerships and investments may subject us to unanticipated risks or liabilities, including the potential to 29 Table of Contents disrupt our operations, or increase our reliance on third parties, which may result in future disruptions if those partnerships are unsuccessful or discontinued or the content or level of support provided by strategic partners is diminished.
Compliance with these laws requires significant resources to ensure data security and regulatory adherence. Furthermore, we frequently have privacy compliance requirements as a result of our contractual obligations with counterparties. Emerging AI regulations, such as the European Union’s Artificial Intelligence Act, introduce new requirements for transparency, fairness and oversight of AI systems.
Compliance with these laws requires significant resources to ensure data security and regulatory adherence. Furthermore, we frequently have privacy compliance requirements as a result of our contractual obligations with counterparties. Emerging AI regulations, such as the European Union’s Artificial Intelligence Act, impose requirements for transparency, fairness and oversight of AI systems.
These risks include, among others, the following key risks: • Our dependence on third parties to supply us with data, applications and services and to distribute our products; • Undetected errors, defects, malfunctions or similar problems leading to increased costs or liability; • Our exposure to potential reputational and credibility concerns; • The possibility that our clients seek to negotiate lower asset-based fees or cease using our indexes as the basis for indexed investment products; • Cancellations or reductions by our clients or reduced demand for our products or services; • The impact of failures, disruptions, instability or vulnerabilities in our information technology systems, networks or applications; • Our inability to ensure and protect the confidentiality of data; • Our exposure to security incidents including cyber-attacks or failures of our plans, systems, networks or procedures; • Unanticipated failures, interruptions or delays in the performance or delivery of our products as a result of the adoption of new technologies; • Security vulnerabilities resulting from our use of open source code; • Issues related to the use and development of AI resulting in reputational harm, competitive harm, regulatory scrutiny or legal liability; • The impact of changes in economic conditions and the global capital markets, including those resulting from geopolitical events, adverse equity market conditions, volatility in the financial markets and evolving investment trends; • The effects on us from competition and financial and budgetary pressures affecting our clients; • Our need to successfully develop new and enhanced products and services in order to remain competitive; • The impact of our global operations and any expansion and our exposure to additional issues from our increased global footprint; • Failure to comply with laws, rules or regulations; changes to current laws, rules or regulations; or the introduction of new laws, rules or regulations relevant to our business; • Inability to protect our intellectual property rights; • Failure to attract, develop or retain qualified personnel; • The impact of foreign currency exchange rate fluctuation; • The impact of our indebtedness on our financial flexibility; • The impact of changes in our credit ratings; and • Our exposure to tax liabilities in various jurisdictions.
These risks include, among others, the following key risks: • Our dependence on third parties to supply us with data, applications and services and to distribute our products; • Undetected errors, defects, malfunctions or similar problems; • Our exposure to potential reputational and credibility concerns; • The possibility that our clients seek to negotiate lower asset-based fees or cease using our indexes as the basis for indexed investment products; • Cancellations or reductions by our clients or reduced demand for our products or services; • The impact of failures, disruptions, instability or vulnerabilities in our information technology systems, networks or applications; • Our inability to ensure and protect the confidentiality of data; • Our exposure to security incidents including cyber-attacks or failures of our plans, systems, networks or procedures; • Unanticipated failures, interruptions or delays in the performance or delivery of our products as a result of the adoption of new technologies; • Security vulnerabilities resulting from our use of open source code; • Issues related to the use of AI and development of AI-related solutions resulting in reputational harm, competitive harm, regulatory scrutiny or legal liability; • The impact of changes in economic conditions and the global capital markets, including those resulting from geopolitical events, adverse equity market conditions, volatility in the financial markets and evolving investment trends; • The effects on us from competition and financial and budgetary pressures affecting our clients; • Failure to successfully develop new and enhanced products and services; • The impact of our global presence and operations and any expansion and our exposure to additional issues from our increased global footprint; • Failure to comply with laws, rules or regulations; changes to current laws, rules or regulations; or the introduction of new laws, rules or regulations relevant to our business; • Inability to protect our intellectual property rights; • The impact of foreign currency exchange rate fluctuation; • The impact of our indebtedness on our cash flows and financial flexibility; • The impact of changes in our credit ratings; • Our exposure to tax liabilities in various jurisdictions; and • Failure to attract, develop or retain talent.
The use of third-party AI by our employees, contractors or partners could also result in the inadvertent disclosure of confidential or personal information, risking our intellectual property rights, competitive position and reputation.
The use of AI by our employees, contractors or partners could also result in the inadvertent disclosure of confidential or personal information, risking our intellectual property rights, competitive position and reputation.
Therefore, we could be required to seek licenses from third parties on terms that are not commercially feasible, to make portions of our proprietary code publicly available to re-engineer our products or systems, to discontinue licensing certain products, or to take other remedial action that could divert resources.
Therefore, we could be required to seek licenses from third parties on terms that are not commercially feasible, to make portions of our proprietary code publicly available to re-engineer our products or systems, to discontinue licensing certain products, or to take other remedial action that could 20 Table of Contents divert resources.
This risk may grow with the increase in the number, type and complexity of our products, such as complex client-designed indexes that may require unique and more manual implementation and maintenance. For instance, certain of our processes utilize manual data entry or collection, which increases the risk of human error.
This risk may grow with the increase in the number, type and complexity of our products, such as complex custom indexes that may require unique and more manual implementation and maintenance. For instance, certain processes utilize manual data entry or collection, which increases the risk of human error.
Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. These impairment tests are based on several factors requiring management’s judgment. In the recent past, we have completed a number of acquisitions.
Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. These impairment tests are based on several factors requiring management’s judgment. In the past, we have completed a number of acquisitions and investments.
To remain competitive, we must continually introduce new products and services; enhance existing products and services delivered through our own systems and through third-party platforms; collect, organize, analyze and protect large amounts of information to generate insights; and effectively generate client demand for new and enhanced products and services.
To remain competitive, we must continually introduce new products and services; enhance existing products and services delivered through our own systems and 22 Table of Contents through third-party platforms; collect, organize, analyze and protect large amounts of information to generate insights; and effectively generate client demand for new and enhanced products and services.
We continue to develop new and improved tools and capabilities in response to the evolving needs of our clients. In addition, our analytics capabilities are helping fuel growth in key areas across our business, such as our factor indexes and climate risk reporting solutions.
We continue to develop new and improved tools and capabilities in response to the evolving needs of our clients. In addition, our analytics capabilities are helping fuel growth in key areas across our business, such as our factor indexes, climate risk reporting solutions and factor risk analytics on private assets.
Among our Index competitors are S&P Dow Jones Indices LLC (a joint venture 8 Table of Content s of S&P Global Inc. and CME Group Inc.); FTSE Russell, a subsidiary of the London Stock Exchange Group plc; Nasdaq Inc; Bloomberg Finance L.P. (“Bloomberg”); and Solactive AG.
Among our Index competitors are S&P Dow Jones Indices LLC (a joint venture of S&P Global Inc. and CME Group Inc.); FTSE Russell, a subsidiary of the London Stock Exchange Group plc; Nasdaq Inc; Bloomberg Finance L.P. (“Bloomberg”); and Solactive AG.
We believe the following competitive advantages position us well to meet client demands in light of these trends: • Differentiated research-enhanced content provides our clients with insights to better navigate a complex, fast-changing investment landscape.
We believe the following competitive advantages position us well to meet client demands in light of these trends: • Differentiated research-enhanced conten t provides our clients with insights to better navigate a complex, fast-changing investment landscape.
Our Index Intel offering is an extensive private real estate database that is used by institutional investors, asset managers, banks, custodians and investment consultants to drive allocation decisions, research and strategy developments, and portfolio and risk management. • Property Intel .
Our Index Intel offering is an extensive private real estate database that is used by institutional investors, asset managers, banks, custodians and investment consultants to drive allocation decisions, research and strategy developments, and portfolio and risk management. • Portfolio Climate Insights.
Termination of the provision of Vendor Products by one or more of our significant suppliers or exclusion from, or restricted use of, or litigation in connection with Vendor Products could decrease the data and materials available for us to use and deliver to our clients.
Termination or suspension of the provision of Vendor Products by one or more of our significant suppliers or exclusion from, or restricted use of, or litigation or other disputes in connection with Vendor Products could decrease the data and materials available for us to use and deliver to our clients.
Additionally, repeated revisions or significant deviations from public guidance and long-term targets may harm our reputation and credibility with investors, analysts and other stakeholders, potentially impacting our access to capital markets or increasing our cost of capital.
Additionally, repeated revisions or significant deviations from public guidance and long-term targets may harm our 28 Table of Contents reputation and credibility with investors, analysts and other stakeholders, potentially impacting our access to capital markets or increasing our cost of capital.
Violations of any of these laws, including the FCPA or other anti- 28 Table of Content s corruption laws, may result in severe criminal or civil sanctions and penalties, damage our brand and reputation and subject us to other liabilities which could have a material adverse effect on our business, financial condition or results of operations.
Violations of any of these laws, including the FCPA or other anti-corruption laws, may result in severe criminal or civil sanctions and penalties, damage our brand and reputation and subject us to other liabilities which could have a material adverse effect on our business, financial condition or results of operations.
Our Property Intel offering provides web-based services for the analysis of commercial real estate in the Nordics and offers extensive information on rental levels, property holdings, transactions, ownership, occupiers, footfall, lease data and the ability to simulate market values. Our Private Capital Solutions offerings include: • Private i Platform .
Our Property Intel offering provides web-based services for the analysis of commercial real estate in the Nordics and offers extensive information on rental levels, property holdings, transactions, ownership, occupiers, footfall, lease data and the ability to simulate market values. Our Private Capital Solutions offerings include: • Private Capital Portfolio Management .
If laws, rules or regulations restrict our clients’ or vendors’ ability or willingness to provide data to us, or impose new compliance obligations or restrictions on how we access and use such data, our ability to continue to produce products and services, or the costs associated with doing so, could be negatively affected.
If laws, rules or regulations place new obligations on clients that affect us, restrict our clients’ or vendors’ ability or willingness to provide data to us, or impose new compliance obligations or restrictions on how we access and use such data, our ability to continue to produce products and services, or the costs associated with doing so, could be negatively affected.
These institutional investors are increasingly the subject of additional disclosure requirements, as well as media and political scrutiny, that are focused on preventing “greenwashing” (i.e., holding out an investment product as having “green” or “sustainable” characteristics when this is not, in fact, the case).
In some cases, these institutional investors are increasingly the subject of additional disclosure requirements, as well as media and regulatory scrutiny, that are focused on preventing “greenwashing” (i.e., holding out an investment product as having “green” or “sustainable” characteristics when this is not, in fact, the case).
Additionally, the existence of a share repurchase program could cause the market price of our common stock to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our shares.
Additionally, the existence of a share repurchase program could cause the market price of our common stock to 30 Table of Contents be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our shares.
Fernandez also serves on boards of directors/trustees at Royalty Pharma plc, Stanford University, King Abdullah University of Science and Technology and its affiliate, KIMC, Memorial Sloan-Kettering Cancer Center and the Foreign Policy Association. Mr.
Fernandez also serves on boards of directors/trustees at Stanford University, King Abdullah University of Science and Technology and its affiliate, KIMC, Memorial Sloan-Kettering Cancer Center and the Foreign Policy Association. Mr.
Additionally, the value of assets in indexed investment products can fluctuate significantly over short periods of time and such volatility may be further impacted by fluctuations in foreign currency exchange rates.
Additionally, the value of assets in 26 Table of Contents indexed investment products can fluctuate significantly over short periods of time and such volatility may be further impacted by fluctuations in foreign currency exchange rates.
Cyber-attacks, vulnerabilities in our suppliers’ software, systems or networks, failure of our suppliers’ safeguards, policies or procedures and other incidents related to our suppliers’ systems and networks may cause material interruptions or malfunctions in our or such suppliers’ websites, applications or data processing and delivery, or may compromise the confidentiality and integrity of affected information.
Cyber-attacks, vulnerabilities in our suppliers’ software, systems or networks, failure of our suppliers’ safeguards, policies or procedures and other incidents related to our suppliers’ systems and networks, including supply-chain compromises, may cause material interruptions or malfunctions in our or such suppliers’ websites, applications or data processing and delivery, or may compromise the confidentiality and integrity of affected information.
Laws, rule, regulations and standards governing privacy, data collection, and AI impact our ability to collect, manage, store, and use personal data and other information. We operate across jurisdictions with differing and often conflicting data privacy laws, including extraterritorial requirements, which continue to expand in scope and complexity.
Laws, rules, regulations and standards governing privacy, data collection and AI impact our ability to collect, manage, store, use and otherwise process personal data and other information. We operate across jurisdictions with differing and often conflicting data privacy laws, including extraterritorial requirements, which continue to expand in scope and complexity.
Volatile capital markets, geopolitical instability or unrest and other economic and market conditions and trends, including a recession or other significant financial-market event or crisis, may impact whether, how, where and when investors choose to invest, for example between developed or emerging markets, U.S. or non-U.S. markets, as well as whether to adopt different investment strategies.
Volatile capital markets, geopolitical instability or unrest, trade tensions and shifts in trade policy and other economic and market conditions and trends, including a recession or other significant financial-market event or crisis, may impact whether, how, where and when investors choose to invest, for example between developed or emerging markets, U.S. or non-U.S. markets, as well as whether to adopt different investment strategies.
We cannot provide any guaranty that we will continue to repurchase shares of our common stock pursuant to our share repurchase program.
We cannot provide any guarantee that we will continue to repurchase shares of our common stock pursuant to our share repurchase program.
The regulatory requirements and regulatory developments that most significantly impact us are described below: • Regulation Affecting Benchmarks. Compliance with regulations affecting benchmarks or their uses, as well as related technical standards and guidance, could negatively impact our business and results of operations.
The regulations and regulatory considerations that most significantly impact us are described below: • Benchmarks. Compliance with regulations affecting benchmarks or their uses, as well as related technical standards and guidance, could negatively impact our business and results of operations.
In some instances, in connection with the provision of data and services, we have incurred additional costs to implement processes and systems at the request of our clients to ensure their use of our data complies with applicable financial regulations. For example, a U.S.
In some instances, in connection with the provision of data and services, we have incurred additional costs to implement processes and systems at the request of our clients to ensure their use of our data complies with applicable regulations. U.S.
Our Real Assets offerings include: • Real Capital Analytics . RCA aggregates timely transaction data and provides valuable information on market pricing, capital flows and investment trends in more than 170 countries. Our clients use this unique data to formulate strategies, source new opportunities and execute deals. • Portfolio Performance Insights.
RCA aggregates timely transaction data and provides valuable information on market pricing, capital flows and investment trends in more than 170 countries. Our clients use this unique data to formulate strategies, source new opportunities and execute deals. • Portfolio Performance Insights.
Any of the foregoing could lead to 19 Table of Content s unexpected or higher than estimated costs. We may also incur additional costs as we enhance and refine our internal processes and IT controls, policies, and procedures.
Any of the foregoing could lead to unexpected or higher than estimated costs. We may also incur additional costs as we enhance and refine our internal processes and IT controls, policies, and procedures.
If our compensation programs do not adequately engage our key employees or are not competitive, or if we fail to attract, engage and retain the necessary qualified 29 Table of Content s personnel, the quality of our products and services as well as our ability to support and retain our clients and achieve business objectives may suffer.
If our compensation programs do not adequately engage our key employees or are not competitive, or if we fail to attract, engage and retain the necessary qualified employees, the quality of our products and services as well as our ability to support and retain our clients and achieve business objectives may suffer.
Additionally, newly acquired businesses may 18 Table of Content s not have invested in technology and resilience to the same extent as we have, and integration of their systems could introduce vulnerabilities that impact us.
Additionally, newly acquired businesses may not have invested in technology and resilience to the same extent as we have, and integration of their systems could introduce vulnerabilities that impact us.
Segments For the year ended December 31, 2024, we had the following five operating segments: Index, Analytics, ESG and Climate, Real Assets and Private Capital Solutions, which are presented as the following three reportable segments: Index, Analytics, and ESG and Climate.
Segments For the year ended December 31, 2025, we had the following five operating segments: Index, Analytics, Sustainability and Climate, Real Assets and Private Capital Solutions, which are presented as the following three reportable segments: Index, Analytics, and Sustainability and Climate.
ESG and Climate The ESG and Climate segment 2 offers products and services that help institutional investors understand how sustainability considerations can impact the long-term risk and return of their portfolio and individual security-level investments.
Sustainability and Climate The Sustainability and Climate segment offers products and services that help institutional investors understand how sustainability considerations can impact the long-term risk and return of their portfolios and individual security-level investments.
In addition, our RiskMetrics HedgePlatform service allows clients such as funds of funds, pension funds and endowments who invest in hedge funds to measure, evaluate and monitor the risk of their hedge fund investments across multiple hedge fund strategies. For the year ended December 31, 2024, 23.6% of our revenues were attributable to our Analytics segment.
In addition, our RiskMetrics HedgePlatform service allows clients such as funds of funds, pension funds and endowments who invest in hedge funds to measure, evaluate and monitor the risk of their hedge fund investments across multiple hedge fund strategies. For the year ended December 31, 2025, 22.8% of our revenues were attributable to our Analytics segment.
Clients use RiskManager for daily analysis, including: Value-at-Risk (“VaR”) simulation; measuring and monitoring market and liquidity risk at position, fund and firm levels; sensitivity analysis and stress testing; interactive what-if analysis; counterparty credit exposure; and regulatory risk reporting. 5 Table of Content s • BarraOne .
Clients use RiskManager for daily analysis, including: Value-at-Risk (“VaR”) simulation; measuring and monitoring market and liquidity risk at position, fund and firm levels; sensitivity analysis and stress testing; interactive what-if analysis; counterparty credit exposure; and regulatory risk reporting. • BarraOne .
These requirements could increase the compliance obligations for benchmark administrators, affect the eligibility of certain indexes for use in UCITS funds and influence the demand for specific products. 23 Table of Content s Globally, the benchmark industry faces heightened scrutiny and potential new regulations.
These requirements could increase the compliance obligations for benchmark administrators, affect the eligibility of certain indexes for use in UCITS funds and influence the demand for specific products. 24 Table of Contents Globally, the benchmark industry faces heightened scrutiny and potential new regulations.
MSCI ESG ratings and certain other ESG and climate data provided to our clients are also made available to, and used in, our other operating segments, such as in the construction of our MSCI ESG and Climate equity and fixed income indexes.
Sustainability and climate data provided to our clients are also made available to, and used in, our other operating segments, such as in the construction of our MSCI Sustainability and Climate equity and fixed income indexes.
In addition, certain of our suppliers are also our competitors, and they could change the terms of the data and products that they supply to us in order to gain competitive advantage against us.
In addition, certain of our suppliers are also our competitors, and they could change the terms of the data and products that they supply to us or refuse to continue to supply us with data and products in order to gain competitive advantage against us.
Our global operations and any future expansion are expected to continue to place significant demands on our personnel, management and other resources, and there can be no assurance that we will effectively attract, develop and retain qualified personnel and effective leaders across locations; operate our physical facilities and information technology infrastructure; scale our legal and compliance infrastructure; develop and maintain appropriate operational and financial systems, procedures and controls; integrate acquired businesses; or otherwise adequately manage our global operations and any future expansion.
Our global presence and operations and any future expansion are expected to continue to place significant demands on our personnel, management and other resources, and there can be no assurance that we will effectively attract, develop and retain talent and effective leaders across locations; expand our sales activities; operate our physical facilities and information technology infrastructure; scale our legal and compliance infrastructure; meet our regulatory obligations; develop and maintain appropriate operational and financial systems, procedures and controls; integrate acquired businesses; or otherwise adequately manage our global presence and operations and any future expansion.
We may not discover errors that affect our products or services or enhancements until after they 15 Table of Content s are deployed, and we may need to provide enhancements or corrections to address such errors, and in certain cases it may be impracticable to do so.
We may not discover errors that affect our products or services or enhancements until after they are deployed, and we may need to provide enhancements or corrections to address such errors, and in certain cases it may be impracticable to do so.
A refusal or failure by a key vendor to distribute our products; any loss of key third- 14 Table of Content s party suppliers of data, applications or services; a decline in the accuracy or quality of such data, applications or services; or any failure by us to comply with our suppliers’ or distributors’ licensing requirements could impair our ability to provide our products and services, which could have a material adverse effect on our business, financial condition or results of operations.
A refusal or failure by a key vendor to distribute our products; any termination, 14 Table of Contents suspension or other loss of key third-party data, applications or services; a decline in the accuracy or quality of such data, applications or services; or any failure by us to comply with our suppliers’ or distributors’ licensing requirements or expectations could impair our ability to provide our products and services, which could have a material adverse effect on our business, financial condition or results of operations.
Our revenue growth depends on our ability to obtain new clients, quickly onboard our clients and deploy our products and services to them, sell additional services to existing clients and achieve and sustain a high level of renewal rates with respect to our existing licenses.
Our revenue growth depends on our ability to obtain new clients, quickly onboard our clients and deploy our products and services to them, sell additional services to existing clients and achieve, maintain or improve pricing structures and sustain a high level of renewal rates with respect to our existing licenses.
Compliance with evolving AI regulatory frameworks may increase costs, impact our product development, restrict the use of certain applications of AI and expose us to liability for violations of applicable laws, regulations or contracts. • Investment Advisers Act.
Compliance with evolving AI regulatory frameworks may increase costs, impact our product development, restrict the use of certain applications of AI and expose us to liability for violations of applicable laws, regulations or contracts. • Advisory Services.

… 277 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

13 edited+0 added−0 removed7 unchanged
Biggest changeTo help ensure the resilience of critical data and systems, maintain regulatory compliance, manage material cybersecurity risks, and protect against, detect and respond to cybersecurity incidents, we regularly undertake the following activities: • 24x7x365 security operations monitoring of our systems, networks and services to detect and act on weaknesses and potential intrusions; • Regular internal and external security audits and penetration tests by third-party security vendors; • Testing of new products and services to identify potential security vulnerabilities before release; • Regular network and endpoint monitoring; • Periodic red- and purple-team assessments from third-party service providers; • Business resiliency planning with disaster recovery and business continuity testing; 30 Table of Content s • Role-based access controls to identify, authenticate and authorize individuals to access systems based on their job responsibilities; • Protection, including encryption, for the secure communication of sensitive data; • Monitoring of emerging data protection laws and implementation of changes to our processes designed to comply therewith; • Regular review of policies and standards related to cybersecurity; • At least annual security awareness training and testing of our employees; • Regular review of critical third-party security practices; • Tabletop exercises to simulate a response to a cybersecurity incident and to use the findings to improve our processes and technologies; • A cross-functional approach to addressing cybersecurity risk, with participation from Technology, Risk, Legal, Compliance, Privacy and Internal Audit functions; and • Cybersecurity risk insurance to provide protection against potential losses arising from a cybersecurity incident.
Biggest changeTo help ensure the resilience of critical data and systems, maintain regulatory compliance, manage material cybersecurity risks, and protect against, detect and respond to cybersecurity incidents, we regularly undertake the following activities: • 24x7x365 security operations monitoring of our systems, networks and services to detect and act on weaknesses and potential intrusions; • Regular internal and external security audits and penetration tests; • Assessment of new products and services to identify potential security vulnerabilities before release; • Regular network and endpoint monitoring; • Periodic red- and purple-team assessments; • Business resiliency planning with IT disaster recovery and business continuity testing; • Role-based access controls to identify, authenticate and authorize individuals to access systems based on their job responsibilities; • Protection, including encryption, for the secure communication of sensitive data; • Monitoring of emerging data protection laws and implementation of changes to our processes designed to comply therewith; • Regular review of policies and standards related to cybersecurity; • At least annual security awareness training and testing of our employees; • Regular review of critical third-party security practices; • Tabletop exercises to simulate a response to a cybersecurity incident and to use the findings to improve our processes and technologies; 31 Table of Contents • A cross-functional approach to addressing cybersecurity risk, with participation from Technology, Operations, Risk, Finance, Legal, Compliance, Privacy and Internal Audit functions; and • Cybersecurity risk insurance to provide protection against potential losses arising from a cybersecurity incident.
Our CISO also provides updates to our Disclosure Committee on material cybersecurity incidents. We also have cybersecurity-specific policies, standards and procedures, and our cybersecurity program aligns with industry standards, including the U.S. National Institute of Standards and Technology (“NIST”) cybersecurity framework and International Organization for Standardization (“ISO”) information security standards. Our information security management system has achieved ISO 27001:2022 certification.
Our CISO also provides updates to our Disclosure Committee on material cybersecurity incidents. We also have cybersecurity-specific policies, standards and procedures, and our cybersecurity program aligns with industry standards, including the U.S. National Institute of Standards and Technology (“NIST”) cybersecurity framework and International Organization for Standardization (“ISO”) information security standard. Our information security management system has achieved ISO 27001:2022 certification.
For more information on our cybersecurity risks, see “Technology Risks” included as part of our risk factor disclosures in Item 1A of this Annual Report on Form 10-K. Cybersecurity Governance Cybersecurity is an important part of our risk management processes and an area of increasing focus for our Board of Directors (“Board”) and management.
For more information on our cybersecurity risks, see “Technology Risks” included as part of our risk factor disclosures in Item 1A of this Annual Report on Form 10-K. Cybersecurity Governance Cybersecurity is an important part of our risk management processes and an area of focus for our Board of Directors (“Board”) and management.
Although we perform diligence on third parties and monitor cybersecurity threat risks identified through such diligence, we cannot guarantee that we can prevent or mitigate the risk of any compromise or failure in the information systems, software, networks and other assets owned or controlled by third parties.
Although we perform diligence on third parties and monitor cybersecurity risks identified through such diligence, we cannot guarantee that we can prevent or mitigate the risk of any compromise or failure in the information systems, software, networks and other assets owned or controlled by third parties.
Material cybersecurity risks are also considered during Board and Committee discussions of matters such as enterprise risk management, operational and strategic planning, business continuity planning, mergers and acquisitions, reputation management and other relevant matters. The Board periodically conducts education sessions on cybersecurity trends and risks.
Material cybersecurity risks are also considered during Board and Audit Committee discussions of matters such as enterprise risk management, operational and strategic planning, business continuity planning, mergers and acquisitions, reputation management and other relevant matters. The Board periodically conducts education sessions on cybersecurity trends and risks.
Our processes also address cybersecurity threat risks associated with our use of third-party service providers, including those in our supply chain or who have access to our client or employee data or our systems. Cybersecurity considerations affect the selection and oversight of our third-party service providers.
Our processes also address cybersecurity risks associated with our use of third-party service providers, including those in our supply chain or who have access to our client or employee data or our systems. Cybersecurity considerations affect the selection and oversight of our third-party service providers.
In addition, our management-level Information and Technology Risk Oversight Committee (“ITROC”), led by our CISO, and including senior leaders such as our President and COO, CFO and General Counsel, among others, provides oversight relating to cybersecurity and technology-related risks that may present significant impacts to our operations, clients, reputation and financial position, and the considerations of the ITROC are fully incorporated into our overall ERM framework.
In addition, our management-level Information and Technology Risk Oversight Committee (“ITROC”), led by our CISO, and including senior leaders such as our COO, CFO and General Counsel, provides oversight relating to cybersecurity and technology-related risks that may present significant impacts to our operations, clients, reputation and financial position, and the considerations of the ITROC are fully incorporated into our overall ERM framework.
Item 1C. Cybersecurity Cybersecurity Risk Management and Strategy We recognize the importance of identifying, assessing and managing material cybersecurity risks, including, among other things, our operations; intellectual property theft; fraud; extortion; violation of data privacy or cybersecurity laws; legal and regulatory risk; and reputational risks.
Item 1C. Cybersecurity Cybersecurity Risk Management and Strategy We recognize the importance of identifying, assessing and managing material cybersecurity risks, including, among other things, damage to our operations; intellectual property theft; fraud; extortion; violation of data privacy or cybersecurity laws; legal and regulatory actions; and reputational damage.
Our CISO oversees a team of approximately 31 Table of Content s 50 professionals charged with the ongoing management of our cybersecurity risk and strategy. These employees monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents, including through the operation of our ITROC, incident response plan and other processes.
Our CISO oversees a team of approximately 50 professionals charged with the ongoing management of our cybersecurity risk and strategy. These employees monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents, including through the operation of our ITROC, incident response plan and other processes.
Our IT risk program also includes an incident response plan that provides for how we detect, respond to and recover from cybersecurity incidents, which include processes designed to triage, assess severity, escalate, contain, investigate and remediate the incident, as well as to comply with potentially applicable legal obligations and mitigate damage to our brand and reputation.
Our IT risk program also includes an incident response plan for how we detect, respond to and recover from cybersecurity incidents, including processes designed to triage, assess severity, escalate, contain, investigate and remediate the incident, as well as to comply with potentially applicable legal obligations and mitigate damage to our brand and reputation.
In the last three fiscal years we have not identified any material cybersecurity incidents and have not identified any material risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition, and the expenses we have incurred from any cybersecurity incidents over the last three fiscal years were immaterial.
In the last three fiscal years and based on information known to date, we have not identified any material cybersecurity incidents and have not identified any material risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition, and the expenses we have incurred from any cybersecurity incidents over the last three fiscal years were immaterial.
Our cybersecurity team includes managers that have expertise with cybersecurity, as demonstrated by prior work experience, possession of a cybersecurity certification or degrees or other cybersecurity experience.
Our cybersecurity team includes managers that have expertise with cybersecurity, as demonstrated by prior work experience, possession of a cybersecurity certification or degrees or other cybersecurity experience. 32 Table of Contents
As part of the above processes, we regularly engage with assessors, consultants, auditors and other third parties, including by annually having a third-party review our cybersecurity program to help identify areas for continued focus, improvement and compliance.
We periodically conduct cross‑functional tabletop exercises, and lessons learned are incorporated into our playbooks and controls. As part of the above processes, we regularly engage with assessors, consultants, auditors and other third parties, including by annually having a third-party review our cybersecurity program to help identify areas for continued focus, improvement and compliance.

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−0 removed0 unchanged
Biggest changeWe also anticipate that suitable additional or alternative space, including those under lease options, will be available at commercially reasonable terms for future expansion.
Biggest changeWith respect to leased properties scheduled to expire in the near term, we expect to continue to maintain an office presence in those locations through renewals, replacement leases, or other suitable arrangements. We anticipate that suitable additional or alternative space, including those under lease options, will be available at commercially reasonable terms for future expansion.
(2) As of December 31, 2024, 17,059 square feet of this location have been subleased. As of December 31, 2024, we had more than 30 leased and occupied locations of which the principal offices are listed above. We believe that our properties are in good operating condition and adequately serve our current business operations.
(2) As of December 31, 2025, 17,059 square feet of this location have been subleased. As of December 31, 2025, we had more than 30 leased and occupied locations of which the principal offices are listed above. We believe that our properties are in good operating condition and adequately serve our current business operations.
Properties As of December 31, 2024, our principal offices consisted of the following leased properties: Location Square Feet Expiration Date New York, New York 125,811 (1) February 28, 2033 Budapest, Hungary 70,833 (2) February 28, 2029 Mumbai, India 63,143 July 31, 2032 Monterrey, Mexico 56,213 October 31, 2028 London, England 30,519 December 25, 2026 Pune, India 24,434 January 19, 2026 Manila, Philippines 20,904 February 28, 2027 Berkeley, California 19,808 February 28, 2030 Stellenbosch, South Africa 18,611 September 30, 2026 Coimbatore, India 12,300 August 27, 2026 ________________ (1) As of December 31, 2024, 41,759 square feet of this location have been subleased.
Properties As of December 31, 2025, our principal offices consisted of the following leased properties: Location Square Feet Expiration Date New York, New York 125,811 (1) February 28, 2033 Budapest, Hungary 70,833 (2) February 28, 2029 Mumbai, India 63,143 July 31, 2032 Monterrey, Mexico 56,213 October 31, 2028 London, England 30,519 December 25, 2026 Pune, India 24,434 February 28, 2029 Manila, Philippines 20,904 February 28, 2027 Stellenbosch, South Africa 18,611 September 30, 2031 Coimbatore, India 17,960 August 27, 2026 Sofia, Bulgaria 11,582 October 14, 2027 ________________ (1) As of December 31, 2025, 41,759 square feet of this location have been subleased.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed2 unchanged
Biggest changeHowever, based on facts currently available, we believe that the disposition of matters that are currently pending or asserted will not, individually or in the aggregate, have a material effect on MSCI’s business, operating results, financial condition or cash flows. Item 4. Mine Safety Disclosures Not applicable. 32 Table of Content s PART II
Biggest changeHowever, based on facts currently available, we believe that the disposition of matters that are currently pending or asserted will not, individually or in the aggregate, have a material effect on MSCI’s business, operating results, financial condition or cash flows. Item 4. Mine Safety Disclosures Not applicable. 33 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+0 added−0 removed6 unchanged
Biggest changeIssuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid Per Share (2) Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3) October 1, 2024-October 31, 2024 52 $ 605.59 — $ 1,905,412,000 November 1, 2024-November 30, 2024 512,000 $ 585.97 511,980 $ 1,605,412,000 December 1, 2024-December 31, 2024 115,286 $ 607.48 115,081 $ 1,535,507,000 Total 627,338 $ 589.93 627,061 $ 1,535,507,000 ________________ (1) Includes, when applicable, (i) shares purchased by the Company on the open market under the stock repurchase program; (ii) shares withheld to satisfy tax withholding obligations on behalf of employees that occur upon vesting and delivery of outstanding shares underlying restricted stock units; and (iii) shares held in treasury under the MSCI Inc.
Biggest changeIssuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid Per Share (2) Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) (3) October 1, 2025-October 31, 2025 93,293 $ 576.36 92,324 $ 2,970 November 1, 2025-November 30, 2025 732,740 $ 567.75 732,729 $ 2,554 December 1, 2025-December 31, 2025 794,111 $ 550.36 794,111 $ 2,117 Total 1,620,144 $ 559.72 1,619,164 $ 2,117 ________________ (1) Includes, when applicable, (i) shares purchased by the Company on the open market under the stock repurchase program; (ii) shares withheld to satisfy tax withholding obligations on behalf of employees that occur upon vesting and delivery of outstanding shares underlying restricted stock units; and (iii) shares held in treasury under the MSCI Inc.
See Note 11, “Shareholders’ Equity (Deficit),” of the Notes to Consolidated Financial Statements included herein for additional information on our stock repurchase program. The following table provides information with respect to purchases made by or on behalf of the Company of its shares of common stock during the quarter ended December 31, 2024.
See Note 11, “Shareholders’ Equity (Deficit),” of the Notes to Consolidated Financial Statements included herein for additional information on our stock repurchase program. The following table provides information with respect to purchases made by or on behalf of the Company of its shares of common stock during the quarter ended December 31, 2025.
(3) See Note 11, “Shareholders’ Equity (Deficit),” of the Notes to the Consolidated Financial Statements included herein for further information regarding our stock repurchase program. Recent Sales of Unregistered Securities There were no unregistered sales of equity securities in the year ended December 31, 2024.
(3) See Note 11, “Shareholders’ Equity (Deficit),” of the Notes to the Consolidated Financial Statements included herein for further information regarding our stock repurchase program. Recent Sales of Unregistered Securities There were no unregistered sales of equity securities in the year ended December 31, 2025.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Stock Price and Dividends Our common stock is traded on the New York Stock Exchange under the symbol “MSCI.” As of January 31, 2025, there were 301 shareholders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Stock Price and Dividends Our common stock is traded on the New York Stock Exchange under the symbol “MSCI.” As of January 30, 2026, there were 292 shareholders of record of our common stock.
Use of Proceeds from Sale of Registered Securities None. 33 Table of Content s FIVE-YEAR STOCK PERFORMANCE GRAPH The following graph compares the cumulative total shareholders’ return on our common stock, the Standard & Poor’s 500 Stock Index and the MSCI USA Financials Index since December 31, 2019 assuming an investment of $100 at the closing price on December 31, 2019.
Use of Proceeds from Sale of Registered Securities None. 34 Table of Contents FIVE-YEAR STOCK PERFORMANCE GRAPH The following graph compares the cumulative total shareholders’ return on our common stock, the Standard & Poor’s 500 Stock Index and the MSCI USA Financials Index since December 31, 2020 assuming an investment of $100 at the closing price on December 31, 2020.
Total Investment Value Years Ended December 31, 2019 December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 MSCI Inc. $100 $174 $241 $185 $227 $244 S&P 500 $100 $118 $152 $125 $158 $197 MSCI USA Financials Index $100 $98 $133 $117 $134 $176 Item 6. [Reserved] 34 Table of Content s
Total Investment Value Years Ended December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 December 31, 2025 MSCI Inc. $100 $138 $106 $130 $140 $135 S&P 500 $100 $129 $105 $133 $166 $196 MSCI USA Financials Index $100 $136 $119 $137 $180 $208 Item 6. [Reserved] 35 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

107 edited+34 added−40 removed47 unchanged
Biggest changeTotal net sales represent the total gross sales net of the impact from subscription cancellations. 51 Table of Content s The following table presents our recurring subscription sales, cancellations and non-recurring sales for the years indicated: Years Ended (in thousands) December 31, 2024 December 31, 2023 Increase/(Decrease) Index New recurring subscription sales $ 118,191 $ 116,016 1.9 % Subscription cancellations (45,730) (32,298) 41.6 % Net new recurring subscription sales $ 72,461 $ 83,718 (13.4 %) Non-recurring sales $ 62,840 $ 87,775 (28.4 %) Total gross sales $ 181,031 $ 203,791 (11.2 %) Total Index net sales $ 135,301 $ 171,493 (21.1 %) Analytics New recurring subscription sales $ 82,419 $ 79,035 4.3 % Subscription cancellations (39,106) (34,675) 12.8 % Net new recurring subscription sales $ 43,313 $ 44,360 (2.4 %) Non-recurring sales $ 16,368 $ 14,379 13.8 % Total gross sales $ 98,787 $ 93,414 5.8 % Total Analytics net sales $ 59,681 $ 58,739 1.6 % ESG and Climate New recurring subscription sales $ 55,397 $ 55,092 0.6 % Subscription cancellations (22,989) (10,923) 110.5 % Net new recurring subscription sales $ 32,408 $ 44,169 (26.6 %) Non-recurring sales $ 9,015 $ 5,625 60.3 % Total gross sales $ 64,412 $ 60,717 6.1 % Total ESG and Climate net sales $ 41,423 $ 49,794 (16.8 %) All Other - Private Assets New recurring subscription sales $ 40,758 $ 26,175 55.7 % Subscription cancellations (23,685) (15,337) 54.4 % Net new recurring subscription sales $ 17,073 $ 10,838 57.5 % Non-recurring sales $ 3,878 $ 2,151 80.3 % Total gross sales $ 44,636 $ 28,326 57.6 % Total All Other - Private Assets net sales $ 20,951 $ 12,989 61.3 % Consolidated New recurring subscription sales $ 296,765 $ 276,318 7.4 % Subscription cancellations (131,510) (93,233) 41.1 % Net new recurring subscription sales $ 165,255 $ 183,085 (9.7 %) Non-recurring sales $ 92,101 $ 109,930 (16.2 %) Total gross sales $ 388,866 $ 386,248 0.7 % Total net sales $ 257,356 $ 293,015 (12.2 %) 52 Table of Content s Retention Rate The following table presents our Retention Rate for the periods indicated: Index (1) Analytics (1) ESG and Climate All Other - Private Assets Total 2024 Three Months Ended March 31, 93.2% 93.5% 90.8% 92.2% 92.8% Three Months Ended June 30, 95.2% 95.8% 94.3% 91.2% 94.8% Three Months Ended September 30, 95.4% 93.8% 93.0% 92.7% 94.2% Three Months Ended December 31, 95.0% 93.3% 93.1% 86.4% 93.1% Year Ended December 31, 94.7% 94.1% 92.8% 90.6% 93.7% 2023 Three Months Ended March 31, 96.4% 94.0% 96.1% 92.1% 95.2% Three Months Ended June 30, 95.8% 95.2% 96.9% 92.8% 95.5% Three Months Ended September 30, 96.2% 95.1% 96.0% 91.3% 95.4% Three Months Ended December 31, 95.0% 93.1% 94.7% 88.8% 93.6% Year Ended December 31, 95.8% 94.4% 95.9% 90.4% 94.7% ______________________________ (1) Retention rate for Index excluding the impact of the acquisition of Foxberry was 95.0% and 94.7% for the three months and year ended December 31, 2024, respectively.
Biggest changeChanges in foreign currency are calculated by applying the exchange rates from the prior comparable period to the current period’s foreign currency-denominated Run Rate. 52 Table of Contents The following table presents our recurring subscription sales, cancellations and non-recurring sales for the years indicated: Years Ended (in thousands) December 31, 2025 December 31, 2024 Increase/(Decrease) Index New recurring subscription sales $ 126,698 $ 118,191 7.2 % Subscription cancellations (38,279) (45,730) (16.3 %) Net new recurring subscription sales $ 88,419 $ 72,461 22.0 % Non-recurring sales $ 66,022 $ 62,840 5.1 % Total gross sales $ 192,720 $ 181,031 6.5 % Total Index net sales $ 154,441 $ 135,301 14.1 % Analytics New recurring subscription sales $ 88,651 $ 82,419 7.6 % Subscription cancellations (39,787) (39,106) 1.7 % Net new recurring subscription sales $ 48,864 $ 43,313 12.8 % Non-recurring sales $ 16,619 $ 16,368 1.5 % Total gross sales $ 105,270 $ 98,787 6.6 % Total Analytics net sales $ 65,483 $ 59,681 9.7 % Sustainability and Climate New recurring subscription sales $ 40,186 $ 55,397 (27.5 %) Subscription cancellations (23,301) (22,989) 1.4 % Net new recurring subscription sales $ 16,885 $ 32,408 (47.9 %) Non-recurring sales $ 5,016 $ 9,015 (44.4 %) Total gross sales $ 45,202 $ 64,412 (29.8 %) Total Sustainability and Climate net sales $ 21,901 $ 41,423 (47.1 %) All Other – Private Assets New recurring subscription sales $ 42,772 $ 40,758 4.9 % Subscription cancellations (23,141) (23,685) (2.3 %) Net new recurring subscription sales $ 19,631 $ 17,073 15.0 % Non-recurring sales $ 4,304 $ 3,878 11.0 % Total gross sales $ 47,076 $ 44,636 5.5 % Total All Other – Private Assets net sales $ 23,935 $ 20,951 14.2 % Consolidated New recurring subscription sales $ 298,307 $ 296,765 0.5 % Subscription cancellations (124,508) (131,510) (5.3 %) Net new recurring subscription sales $ 173,799 $ 165,255 5.2 % Non-recurring sales $ 91,961 $ 92,101 (0.2 %) Total gross sales $ 390,268 $ 388,866 0.4 % Total net sales $ 265,760 $ 257,356 3.3 % 53 Table of Contents Retention Rate The following table presents our Retention Rate for the periods indicated: Index Analytics Sustainability and Climate All Other - Private Assets Total 2025 Three Months Ended March 31, 96.5% 95.5% 94.5% 91.5% 95.3% Three Months Ended June 30, 96.0% 93.7% 93.8% 91.2% 94.4% Three Months Ended September 30, 95.8% 94.4% 93.6% 93.3% 94.7% Three Months Ended December 31, 95.3% 93.7% 91.0% 89.2% 93.4% Year Ended December 31, 95.9% 94.3% 93.2% 91.3% 94.4% 2024 Three Months Ended March 31, 93.2% 93.5% 90.8% 92.2% 92.8% Three Months Ended June 30, 95.2% 95.8% 94.3% 91.2% 94.8% Three Months Ended September 30, 95.4% 93.8% 93.0% 92.7% 94.2% Three Months Ended December 31, 95.0% 93.3% 93.1% 86.4% 93.1% Year Ended December 31, 94.7% 94.1% 92.8% 90.6% 93.7% Retention Rate is a key performance metric that provides insight into the stability and durability of MSCI’s recurring revenue base.
All companies do not calculate adjusted EBITDA, adjusted EBITDA margin and adjusted EBITDA expenses in the same way. These measures can differ significantly from company to company depending on, among other things, long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments.
All companies do not calculate adjusted EBITDA, adjusted EBITDA expenses and adjusted EBITDA margin in the same way. These measures can differ significantly from company to company depending on, among other things, long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments.
Accordingly, the Company’s computation of the Adjusted EBITDA, Adjusted EBITDA margin and Adjusted EBITDA expenses measures may not be comparable to similarly titled measures computed by other companies. Operating Metrics Run Rate Run Rate is a key operating metric and is important because an increase or decrease in our Run Rate ultimately impacts our future operating revenues over time.
Accordingly, the Company’s computation of the Adjusted EBITDA, Adjusted EBITDA expenses and Adjusted EBITDA margin measures may not be comparable to similarly titled measures computed by other companies. Operating Metrics Run Rate Run Rate is a key operating metric and is important because an increase or decrease in our Run Rate ultimately impacts our future operating revenues over time.
In addition, we utilize operating metrics including Run Rate, Subscription Sales and Retention Rate to manage and assess performance and to provide deeper insights into the recurring portion of our business. In the discussion that follows, we provide certain variances excluding the impact of foreign currency exchange rate fluctuations and acquisitions.
In addition, we utilize operating metrics including Run Rate, Subscription Sales and Retention Rate to manage and assess performance and to provide deeper insights into the recurring portion of our business. In the discussion that follows, we provide certain variances excluding the impact of foreign currency exchange rate fluctuations.
This discussion should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. The discussion summarizing the significant factors affecting the results of operations and financial condition of MSCI for the year ended December 31, 2023 can be found in Part II, “Item 7.
This discussion should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. The discussion summarizing the significant factors affecting the results of operations and financial condition of MSCI for the year ended December 31, 2024 can be found in Part II, “Item 7.
Non-GAAP Financial Measures Adjusted EBITDA “Adjusted EBITDA,” a non-GAAP measure used by management to assess operating performance, is defined as net income before (1) provision for income taxes, (2) other expense (income), net, (3) depreciation and amortization of property, equipment and leasehold improvements, (4) amortization of intangible assets and, at times, (5) certain other transactions or adjustments, including, when applicable, impairment related to sublease of leased property and certain acquisition-related integration and transaction costs.
Non-GAAP Financial Measures Adjusted EBITDA “Adjusted EBITDA,” a non-GAAP measure used by management to assess operating performance, is defined as net income before (1) provision for income taxes, (2) other expense (income), net, (3) depreciation and amortization of property, equipment and leasehold improvements, (4) amortization of intangible assets and, at times, (5) certain other transactions or adjustments, including, when applicable, certain acquisition-related integration and transaction costs.
We perform sensitivity analyses around key assumptions in order to assess the reasonableness of the assumptions and the impact on the estimated fair value. Impairment occurs when the estimated fair value of the reporting unit is below the carrying value. As of July 1, 2024, all reporting units had fair values exceeding their carrying values.
We perform sensitivity analyses around key assumptions in order to assess the reasonableness of the assumptions and the impact on the estimated fair value. Impairment occurs when the estimated fair value of the reporting unit is below the carrying value. As of July 1, 2025, all reporting units had fair values exceeding their carrying values.
In the Analytics and the ESG and Climate operating segments, substantially all product or service switches are treated as replacement products or services and netted in this manner, while in our Index and Real Assets operating segments, product or service switches that are treated as replacement products or services and receive netting treatment occur only in certain limited instances.
In the Analytics and the Sustainability and Climate operating segments, substantially all product or service switches are treated as replacement products or services and netted in this manner, while in our Index and Real Assets operating segments, product or service switches that are treated as replacement products or services and receive netting treatment occur only in certain limited instances.
The income approach requires significant judgement in estimating future cash flows, including assumptions, amongst others, about revenue growth rates and EBITDA margins, and the selection of an appropriate discount rate, which reflects the reporting unit’s cost of capital.
The income approach requires significant judgment in estimating future cash flows, including assumptions, amongst others, about revenue growth rates and EBITDA margins, and the selection of an appropriate discount rate, which reflects the reporting unit’s cost of capital.
We believe the global cash and cash equivalent balances that are maintained will be available to meet our global needs whether for general corporate purposes or other needs, including acquisitions or expansion of our products. Cash Flows From Operating Activities Cash flows from operating activities consist of net income adjusted for certain non-cash items and changes in assets and liabilities.
We believe the global cash and cash equivalent balances that are maintained will be available to meet our global needs whether for general corporate purposes or other needs, including acquisitions or expansion of our products. 56 Table of Contents Cash Flows From Operating Activities Cash flows from operating activities consist of net income adjusted for certain non-cash items and changes in assets and liabilities.
“Adjusted EBITDA expenses,” a non-GAAP measure used by management to assess operating performance, is defined as operating expenses less depreciation and amortization of property, equipment and leasehold improvements and amortization of intangible assets and, at times, certain other transactions or adjustments, including, when applicable, impairment related to sublease of leased property and certain acquisition-related integration and transaction costs.
“Adjusted EBITDA expenses,” a non-GAAP measure used by management to assess operating performance, is defined as operating expenses less depreciation and amortization of property, equipment and leasehold improvements and amortization of intangible assets and, at times, certain other transactions or adjustments, including, when applicable, certain acquisition-related integration and transaction costs.
None of the restrictions detailed above are expected to impact our ability to effectively operate the business.
None of the restrictions above are expected to impact our ability to effectively operate the business.
In a scenario where operating revenue growth and profitability moderate, incentive compensation would be expected to decrease accordingly. Fixed costs constitute a significant portion of the non-compensation component of operating expenses. The discretionary non-compensation component of operating expenses could, however, be reduced in the near-term in a scenario where operating revenue growth moderates.
In a scenario where operating revenue growth and profitability moderate, incentive compensation would be expected to decrease accordingly. 43 Table of Contents Fixed costs constitute a significant portion of the non-compensation component of operating expenses. The discretionary non-compensation component of operating expenses could, however, be reduced in the near-term in a scenario where operating revenue growth moderates.
The Company has five operating segments: Index, Analytics, ESG and Climate, Real Assets and Private Capital Solutions which are presented as the following three reportable segments: Index, Analytics, and ESG and Climate.
The Company has five operating segments: Index, Analytics, Sustainability and Climate, Real Assets and Private Capital Solutions, which are presented as the following three reportable segments: Index, Analytics, and Sustainability and Climate.
We also group operating revenues by major product as follows: Index, Analytics, ESG and Climate and All Other – Private Assets.
We also group operating revenues by major product as follows: Index, Analytics, Sustainability and Climate and All Other – Private Assets.
Significant estimates and judgments made by management include such examples as assessment of impairment of goodwill and intangible assets and income 38 Table of Content s taxes. We believe the estimates and judgments upon which we rely are reasonable based upon information available to us at the time these estimates and judgments are made.
Significant estimates and judgments made by management include such examples as assessment of impairment of goodwill and intangible assets and income taxes. We believe the estimates and judgments upon which we rely are reasonable based upon information available to us at the time these estimates and judgments are made.
As a result, no goodwill impairment was recorded as of this date. We completed our annual goodwill impairment test as of July 1, 2024 on our Index, Analytics, ESG and Climate, Real Assets and Private Capital Solutions reporting units, which are also our operating segments.
As a result, no goodwill impairment was recorded as of this date. We completed our annual goodwill impairment test as of July 1, 2025 on our Index, Analytics, Sustainability and Climate, Real Assets and Private Capital Solutions reporting units, which are also our operating segments.
Examples of such products and services include one-time license fees, certain derivative financial products, certain implementation services, historical data sets and, occasionally, fees for unlicensed usage of our content in historical periods.
Examples of such products and services include one-time license fees, certain derivative financial products, certain implementation services, historical data sets and, occasionally, fees for unlicensed usage of our content in historical 37 Table of Contents periods.
In our product lines, Retention Rate is generally higher during the first three quarters and lower in the fourth quarter, as the fourth quarter is traditionally the largest renewal period in the year. 53 Table of Content s Liquidity and Capital Resources We require capital to fund ongoing operations, internal growth initiatives and acquisitions.
In our product lines, Retention Rate is generally higher during the first three quarters and lower in the fourth quarter, as the fourth quarter is traditionally the largest renewal period in the year. 54 Table of Contents Liquidity and Capital Resources We require capital to fund ongoing operations, internal growth initiatives and acquisitions.
Operating revenues from asset-based fees increased 17.9% for the year ended December 31, 2024, primarily driven by growth in revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes.
Operating revenues from asset-based fees increased 17.2% for the year ended December 31, 2025, primarily driven by growth in revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes.
The Credit Agreement also requires us and our subsidiaries to achieve financial and operating results sufficient to maintain compliance with the following financial ratios on a consolidated basis through the termination of the Credit Agreement: (1) the maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) measured quarterly on a rolling four-quarter basis not to exceed 4.25:1.00 (or 4.50:1.00 for four fiscal quarters following a material acquisition) and (2) the minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) measured quarterly on a rolling four-quarter basis of at least 4.00:1.00.
The Credit Agreement also requires us and our subsidiaries to achieve financial and operating results sufficient to maintain compliance with the following financial ratios on a consolidated basis through the termination of the Credit Agreement: (1) the maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) measured quarterly on a rolling four-quarter basis not to exceed 4.25:1.00 (or 4.50:1.00 for four fiscal quarters following a material acquisition) and (2) during any Non-Investment Grade Covenant Period (as defined in the Credit Agreement), the minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) measured quarterly on a rolling four-quarter basis of at least 3.00:1.00.
While some markets may face greater near- 35 Table of Content s term challenges and uncertainty, we believe the long-term shift toward integrating financially material sustainability and climate factors into investment and risk management processes will support continued adoption of our sustainability and climate focused tools.
While some markets may face greater near-term challenges and uncertainty, we believe the long-term shift toward integrating financially material sustainability and climate factors into investment and risk management processes will support continued adoption of our sustainability and climate tools.
(2) Includes the impact of payments for the principal amount as well as coupon interest payments at the interest rate in effect as of December 31, 2024 on the revolving loans under the Revolving Credit Facility due 2029.
(2) Includes the impact of payments for the principal amount as well as coupon interest payments at the interest rate in effect as of December 31, 2025 on the revolving loans under the Revolving Credit Facility due 2030.
The year-over-year change was primarily driven by higher cash collections from customers, partially offset by higher cash expenses, mainly reflecting higher cash compensation. Our primary uses of cash from operating activities are for the payment of cash compensation and benefits costs, income taxes, interest expense, information technology costs, professional fees, market data costs and office rent.
The year-over-year change was primarily driven by higher cash collections from customers, partially offset by higher payments for cash expenses. Our primary uses of cash from operating activities are for the payment of cash compensation expenses, income taxes, interest expenses, technology costs, professional fees, market data and office rent .
As of December 31, 2024 and 2023, $265.5 million and $285.2 million, respectively, of the cash and cash equivalents were held by foreign subsidiaries. Repatriation of some foreign cash may be subject to certain withholding taxes in local jurisdictions and other distribution restrictions.
As of December 31, 2025 and 2024, $335.7 million and $265.5 million, respectively, of the cash and cash equivalents were held by foreign subsidiaries. Repatriation of some foreign cash may be subject to certain withholding taxes in local jurisdictions and other distribution restrictions.
The Credit Agreement and the Indentures also contain customary events of default, including those relating to non-payment, breach of representations, warranties or covenants, cross-default and cross-acceleration, and bankruptcy and insolvency events, and, in the case of the Credit Agreement, invalidity or impairment of loan documentation, change of control and customary Employee Retirement Income Security Act (“ERISA”) defaults in addition to the foregoing.
The Credit Agreement and the Indentures also contain customary events of default, including those relating to non-payment, breach of representations, warranties or covenants, cross-default and cross-acceleration, and bankruptcy and insolvency events, and, in the case of the Credit Agreement, invalidity or impairment of loan documentation, change of control and customary ERISA defaults in addition to the foregoing.
Run Rate from Index asset-based fees increased 14.8% for the year ended December 31, 2024, primarily driven by higher AUM in ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes.
Run Rate from Index asset-based fees increased 25.6% for the year ended December 31, 2025, primarily driven by higher AUM in ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes.
General and Administrative G&A expenses consist of costs primarily related to finance operations, human resources, office of the CEO, legal, corporate technology, corporate development, impairment charges associated with right of use assets and certain other administrative costs that are not directly attributed, but are instead allocated, to a product or service.
General and Administrative G&A expenses consist of costs primarily related to finance operations, human resources, office of the CEO, legal, corporate technology, corporate development and certain other administrative costs that are not directly attributed, but are instead allocated, to a product or service.
We had 6,132 employees as of December 31, 2024 compared to 5,794 employees as of December 31, 2023, reflecting a 5.8% growth in the number of employees. Continued growth of our emerging market centers around the world is an important factor in our ability to manage and control the growth of our compensation and benefits costs.
We had 6,268 employees as of December 31, 2025 compared to 6,132 employees as of December 31, 2024, reflecting a 2.2% growth in the number of employees. Continued growth of our emerging market centers around the world is an important factor in our ability to manage and control the growth of our compensation and benefits costs.
We believe our liquidity, along with other financing alternatives, will provide the necessary capital to fund these transactions and achieve our planned growth. Senior Notes and Credit Agreement As of December 31, 2024, we had an aggregate of $4,200.0 million in Senior Notes outstanding.
We believe our liquidity, along with other financing alternatives, will provide the necessary capital to fund these transactions and achieve our planned growth. Senior Notes and Credit Agreement As of December 31, 2025, we had an aggregate of $6.0 billion in Senior Notes outstanding.
For all of our reporting units, individually, a hypothetical decrease in revenue growth rates by 100 basis points or a hypothetical 100 basis point increase in the weighted average cost of capital would not result in an impairment.
For the Real Assets and PCS reporting units, individually, a hypothetical decrease in revenue growth rates by 100 basis points or a hypothetical 100 basis point increase in the weighted average cost of capital would not result in an impairment.
Recent Accounting Standards Updates See Note 2, “Recent Accounting Standards Updates,” of the Notes to the Consolidated Financial Statements included herein for further information. 56 Table of Content s
Recent Accounting Standards Updates See Note 2, “Recent Accounting Standards Updates,” of the Notes to the Consolidated Financial Statements included herein for further information. 57 Table of Contents
Cash Flows From Financing Activities The year-over-year change was primarily driven by the impact of higher share repurchases and dividend payments.
Cash Flows From Financing Activities The year-over-year change was primarily driven by proceeds from borrowings partially offset by the impact of higher share repurchases, repayment of borrowings and dividend payments.
Management’s Discussion and Analysis of Financial Condition and Results of Operations INDEX TO MANAGEMENT’S DISCUSSION AND ANALYSIS Page Overview 35 Current Trends Affecting MSCI 35 Key Financial and Operating Metrics and Drivers 36 Non-GAAP Financial Measures and Operating Metrics, definitions 38 Critical Accounting Estimates 38 Factors Affecting Comparability of Results 40 Results of Operations 41 Segment Results 48 Operating Metrics 50 Liquidity and Capital Resources 54 Cash Flows 55 Contractual Obligations 56 Recent Accounting Standards Updates 56 The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is a discussion and analysis of the financial condition and results of the operations of MSCI Inc. and its consolidated subsidiaries for the year ended December 31, 2024.
Management’s Discussion and Analysis of Financial Condition and Results of Operations INDEX TO MANAGEMENT’S DISCUSSION AND ANALYSIS Page Overview 36 Current Trends Affecting MSCI 36 Key Financial and Operating Metrics and Drivers 37 Non-GAAP Financial Measures and Operating Metrics, definitions 39 Critical Accounting Estimates 40 Results of Operations 41 Segment Results 46 Operating Metrics 49 Liquidity and Capital Resources 55 Cash Flows 56 Contractual Obligations 57 Recent Accounting Standards Updates 57 The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is a discussion and analysis of the financial condition and results of the operations of MSCI Inc. and its consolidated subsidiaries for the year ended December 31, 2025.
The Credit Agreement also contains covenants that limit our and our subsidiaries’ ability to, among other things, incur liens, enter into sale/leaseback transactions and consolidate, merge or sell all or substantially all of our assets, and that limit the ability of our subsidiaries to incur certain indebtedness.
Covenants The indentures governing our Senior Notes (the “Indentures”) and the Credit Agreement contain covenants that limit our and our subsidiaries’ ability to, among other things, incur liens, enter into sale/leaseback transactions and consolidate, merge or sell all or substantially all of our assets, and that limit the ability of our subsidiaries to incur certain indebtedness.
Research and Development R&D expenses increased 20.1% for the year ended December 31, 2024, primarily driven by increases in compensation and benefits costs, primarily relating to higher wages and salaries, incentive compensation and benefits costs as a result of increased headcount, partially offset by increased capitalization of costs related to internally developed software projects.
Research and Development R&D expenses increased 11.9% for the year ended December 31, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs, partially offset by increased capitalization of costs related to internally developed software projects.
Adjusting for the impact of the acquisition of Foxberry and foreign currency exchange rate fluctuations, Index segment Adjusted EBITDA expenses would have increased 7.7%.
Adjusting for the impact of foreign currency exchange rate fluctuations, Index segment Adjusted EBITDA expenses would have increased 12.2%.
Cash Flows The following table presents the Company’s cash and cash equivalents, including restricted cash, as of the dates indicated: As of (in thousands) December 31, 2024 December 31, 2023 Cash and cash equivalents (includes restricted cash of $3,497 and $3,878 at December 31, 2024 and December 31, 2023, respectively) $ 409,351 $ 461,693 The following table presents the breakdown of the Company’s cash flows for the periods indicated: Years Ended (in thousands) December 31, 2024 December 31, 2023 Net cash provided by operating activities $ 1,501,627 $ 1,236,029 Net cash (used in) investing activities (144,255) (819,378) Net cash (used in) financing activities (1,402,308) (953,931) Effect of exchange rate changes (7,406) 5,409 Net increase (decrease) in cash, cash equivalents and restricted cash $ (52,342) $ (531,871) Cash and Cash Equivalents We typically seek to maintain minimum cash balances globally of approximately $225.0 million to $275.0 million for general operating purposes.
Cash Flows The following table presents the Company’s cash and cash equivalents, including restricted cash, as of the dates indicated: As of (in thousands) December 31, 2025 December 31, 2024 Cash and cash equivalents (includes restricted cash of $3,667 and $3,497 at December 31, 2025 and December 31, 2024, respectively) $ 515,332 $ 409,351 The following table presents the breakdown of the Company’s cash flows for the periods indicated: Years Ended (in thousands) December 31, 2025 December 31, 2024 Net cash provided by operating activities $ 1,588,446 $ 1,501,627 Net cash (used in) investing activities (130,064) (144,255) Net cash (used in) financing activities (1,361,990) (1,402,308) Effect of exchange rate changes 9,589 (7,406) Net increase (decrease) in cash, cash equivalents and restricted cash $ 105,981 $ (52,342) Cash and Cash Equivalents We typically seek to maintain minimum cash balances globally of approximately $225.0 million to $275.0 million for general operating purposes.
Adjusting for the impact of the acquisition of Fabric and foreign currency exchange rate fluctuations, Analytics segment Adjusted EBITDA expenses would have increased 0.8%.
Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics segment Adjusted EBITDA expenses would have increased 7.1%.
See Note 1, “Introduction and Basis of Presentation” and Note 9, “Goodwill and Intangible Assets, Net” of the Notes to the Consolidated Financial Statements included herein for additional information on intangible assets and amortization expense.
See Note 1, “Introduction and Basis of Presentation” and Note 9, “Goodwill and Intangible Assets, Net” of the Notes to the Consolidated Financial Statements included herein for additional information on intangible assets and amortization expense. Income Taxes We are subject to income taxes in the U.S. and other foreign jurisdictions.
Adjusting for the impact of the acquisition of Foxberry and foreign currency exchange rate fluctuations, Index segment operating revenues would have increased 10.0%. Operating revenues from recurring subscriptions increased 8.3% for the year ended December 31, 2024, primarily driven by growth from market cap-weighted and factor, ESG and climate index products.
Adjusting for the impact of foreign currency exchange rate fluctuations, Index segment operating revenues would have increased 11.9%. Operating revenues from recurring subscriptions increased 8.6% for the year ended December 31, 2025, primarily driven by growth from market cap-weighted Index products.
These events or circumstances include adverse changes in the manner in which the asset will be used, adverse changes in legal factors related to the asset or negative changes in expected financial performance of the asset, including accumulation of costs and operating losses. Determining whether an event or changes in circumstances warrant an impairment review involves management judgment.
These events or circumstances include adverse changes in the manner in which the asset will be used, adverse changes in legal factors related to the asset or negative changes in expected financial 40 Table of Contents performance of the asset, including accumulation of costs and operating losses.
For the year ended December 31, 2024, 27.4% of our cancellations occurred in the fourth quarter.
For the year ended December 31, 2025, 29.6% of our cancellations occurred in the fourth quarter.
The following table presents operating expenses using compensation and non-compensation categories, rather than using activity categories, for the years indicated: Years Ended (in thousands) December 31, 2024 December 31, 2023 Increase/(Decrease) Compensation and benefits $ 822,789 $ 722,789 13.8 % Non-compensation expenses 323,806 286,084 13.2 % Amortization of intangible assets 164,037 114,429 43.4 % Depreciation and amortization of property, equipment and leasehold improvements 16,978 21,009 (19.2 %) Total operating expenses $ 1,327,610 $ 1,144,311 16.0 % A significant portion of the incentive compensation component of operating expenses is based on the achievement of a number of financial and operating metrics.
The following table presents operating expenses using compensation and non-compensation categories, rather than using activity categories, for the years indicated: Years Ended (in thousands) December 31, 2025 December 31, 2024 Increase/(Decrease) Compensation and benefits $ 889,041 $ 822,789 8.1 % Non-compensation expenses 338,966 323,806 4.7 % Amortization of intangible assets 169,480 164,037 3.3 % Depreciation and amortization of property, equipment and leasehold improvements 23,405 16,978 37.9 % Total operating expenses $ 1,420,892 $ 1,327,610 7.0 % A significant portion of the incentive compensation component of operating expenses is based on the achievement of a number of financial and operating metrics.
Historically, the payment of 55 Table of Content s cash for compensation and benefits is at its highest level in the first quarter when we pay discretionary employee compensation related to the previous fiscal year. Cash Flows From Investing Activities The year-over-year change was primarily driven by the impact of lower cash paid for business acquisitions.
Historically, the payment of cash for compensation and benefits is at its highest level in the first quarter when we pay discretionary employee compensation related to the previous fiscal year. Cash Flows From Investing Activities The year-over-year change was due to prior year acquisitions, partially offset by increased capital expenditures.
As of July 1, 2024, the fair value of all reporting units exceeded their respective carrying values. At December 31, 2024, the carrying value of goodwill within the Real Assets and Private Capital Solutions reporting units were $689.8 and $617.8 million, respectively.
At December 31, 2025, the carrying value of goodwill within the Real Assets and Private Capital Solutions reporting units were $691 million and $618 million, respectively. As of July 1, 2025, the fair value of the Real Assets and Private Capital Solutions reporting units exceeded their carrying values by approximately 39% and 15%, respectively.
Adjusting for the impact of recent acquisitions and foreign currency exchange rate fluctuations, compensation and benefits costs would have increased by 5.7%. Non-compensation expenses increased 13.2% for the year ended December 31, 2024, primarily driven by higher professional fees, information technology, market data costs, transaction and integration costs related to recent acquisitions.
Adjusting for the impact of foreign currency exchange rate fluctuations, compensation and benefits costs would have increased by 7.7%. Non-compensation expenses increased 4.7% for the year ended December 31, 2025, primarily driven by higher information technology and market data costs, partially offset by lower transaction costs.
Operating revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes increased by 20.0% and 19.4%, respectively, primarily driven by increases in average AUM.
Operating revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes increased by 21.5% and 12.4%, respectively, primarily driven by increases in average AUM, partially offset by a decrease in average basis points.
This information is updated mid-month each month. Information contained on our website is not deemed part of or incorporated by reference into this Annual Report on Form 10-K or any other report filed with the SEC. The AUM in ETFs also includes AUM in Exchange Traded Notes, the value of which is less than 1.0% of the AUM amounts presented.
This information is updated mid-month each month. Information contained on our website is not deemed part of or incorporated by reference into this Annual Report on Form 10-K or any other report filed with the SEC.
The Company’s growth in this space depends on rising global demand for sustainability and climate solutions, which may be influenced by potential regulatory uncertainty or political opposition in certain markets.
In the United States, political debate has led to some scrutiny of the use of sustainability and climate considerations in investment and risk management decisions. The Company’s growth in this space depends on rising global demand for sustainability and climate solutions, which may be influenced by potential regulatory uncertainty or political opposition in certain markets.
Operating revenues from non-recurring revenues decreased 15.9% for the year ended December 31, 2024, primarily driven by one-time fees for unlicensed usage of our content in historical periods recognized in 2023. 41 Table of Content s The following table presents the value of AUM in ETFs linked to MSCI equity indexes and the sequential change of such assets as of the end of each of the periods indicated: Period Ended 2023 2024 (in billions) March 31, June 30, September 30, December 31, March 31, June 30, September 30, December 31, AUM in ETFs linked to MSCI equity indexes (1) (2) $ 1,305.4 $ 1,372.5 $ 1,322.8 $ 1,468.9 $ 1,582.6 $ 1,631.9 $ 1,761.8 $ 1,724.7 Sequential Change in Value Market Appreciation/(Depreciation) $ 75.1 $ 48.4 $ (56.1) $ 130.5 $ 92.8 $ 21.2 $ 111.3 $ (85.3) Cash Inflows/(Outflows) 7.4 18.7 6.4 15.6 20.9 28.1 18.6 48.2 Total Change $ 82.5 $ 67.1 $ (49.7) $ 146.1 $ 113.7 $ 49.3 $ 129.9 $ (37.1) The following table presents the average value of AUM in ETFs linked to MSCI equity indexes for the periods indicated: Year-to-Date Average 2023 2024 (in billions) March June September December March June September December AUM in ETFs linked to MSCI equity indexes (1) (2) $ 1,287.5 $ 1,310.7 $ 1,332.6 $ 1,340.7 $ 1,508.8 $ 1,549.7 $ 1,592.1 $ 1,632.9 ________________ (1) The historical values of the AUM in ETFs linked to our equity indexes as of the last day of the month and the monthly average balance can be found under the link “AUM in ETFs Linked to MSCI Equity Indexes” on our Investor Relations homepage at http://ir.msci.com .
The following table presents the value of AUM in ETFs linked to MSCI equity indexes and the sequential change of such assets as of the end of each of the periods indicated: Period Ended 2024 2025 (in billions) March 31, June 30, September 30, December 31, March 31, June 30, September 30, December 31, AUM in ETFs linked to MSCI equity indexes (1) (2) $ 1,582.6 $ 1,631.9 $ 1,761.8 $ 1,724.7 $ 1,783.1 $ 2,024.6 $ 2,211.0 $ 2,340.7 Sequential Change in Value Market Appreciation/(Depreciation) $ 92.8 $ 21.2 $ 111.3 $ (85.3) $ 16.4 $ 193.0 $ 140.0 $ 62.8 Cash Inflows/(Outflows) 20.9 28.1 18.6 48.2 42.0 48.5 46.4 66.9 Total Change $ 113.7 $ 49.3 $ 129.9 $ (37.1) $ 58.4 $ 241.5 $ 186.4 $ 129.7 The following table presents the average value of AUM in ETFs linked to MSCI equity indexes for the periods indicated: Year-to-Date Average 2024 2025 (in billions) March June September December March June September December AUM in ETFs linked to MSCI equity indexes (1) (2) $ 1,508.8 $ 1,549.7 $ 1,592.1 $ 1,632.9 $ 1,793.7 $ 1,831.2 $ 1,923.6 $ 2,011.3 ________________ (1) The historical values of the AUM in ETFs linked to our equity indexes as of the last day of the month and the monthly average balance can be found under the link “AUM in ETFs Linked to MSCI Equity Indexes” on our Investor Relations homepage at http://ir.msci.com .
Analytics Segment The following table presents the results for the Analytics segment for the years indicated: Years Ended (in thousands) December 31, 2024 December 31, 2023 Increase/(Decrease) Operating revenues: Recurring subscriptions $ 658,610 $ 603,291 9.2 % Non-recurring 16,479 12,665 30.1 % Operating revenues total 675,089 615,956 9.6 % Adjusted EBITDA expenses 346,794 341,081 1.7 % Adjusted EBITDA $ 328,295 $ 274,875 19.4 % Adjusted EBITDA margin % 48.6 % 44.6 % 48 Table of Content s Analytics operating revenues increased 9.6% for the year ended December 31, 2024, primarily driven by growth from recurring subscriptions related to both Multi-Asset Class and Equity Analytics products.
Analytics Segment The following table presents the results for the Analytics segment for the years indicated: Years Ended (in thousands) December 31, 2025 December 31, 2024 Increase/(Decrease) Operating revenues: Recurring subscriptions $ 697,488 $ 658,610 5.9 % Non-recurring 16,909 16,479 2.6 % Operating revenues total 714,397 675,089 5.8 % Adjusted EBITDA expenses 371,867 346,794 7.2 % Adjusted EBITDA $ 342,530 $ 328,295 4.3 % Adjusted EBITDA margin % 47.9 % 48.6 % Analytics operating revenues increased 5.8% for the year ended December 31, 2025, primarily driven by growth from recurring subscriptions related to both Equity and Multi-Asset Class Analytics products.
Run Rate from All Other - Private Assets increased 5.6% for the year ended December 31, 2024, primarily driven by growth from Private Capital Solutions. The growth in Private Capital Solutions Run Rate was primarily driven by growth from Transparency and Universe Data products and reflected growth across all regions.
Run Rate from All Other – Private Assets increased 9.5% for the year ended December 31, 2025, primarily driven by growth from Private Capital Solutions related to Total Plan Manager, Private Capital Transparency Data and Private Capital Intel products, and reflected growth across all regions. The increase was primarily driven by growth in asset owner and asset manager client segments.
Total gross sales represent the sum of new recurring subscription sales and non-recurring sales.
Total gross sales is the sum of new recurring subscription sales and non-recurring sales. Total net sales is total gross sales minus the impact of Subscription Cancellations.
For any Client Contract where fees are linked to an investment product’s assets or trading volume/fees, the Run Rate calculation reflects, for ETFs, the market value on the last trading day of the period, for futures and options, the most recent quarterly volumes and/or reported exchange fees, and for other non-ETF products, the most recent client-reported assets.
For Client Contracts where fees are linked to an investment product’s assets or trading volume or fees (referred to as “Asset-based Fees”), the Run Rate calculation is based on: • For exchange-traded funds (“ETFs”): assets under management as of the last trading day of the period; • For non-ETF products: the most recent client-reported assets under management; and • For listed futures and options contracts: the most recent quarterly volumes and/or reported exchange fees.
Run Rate from Analytics products increased 5.5% for the year ended December 31, 2024, driven by growth in both Equity Analytics and Multi-Asset Class products and reflecting growth across all regions and client segments. Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, Analytics Run Rate would have increased 6.5%.
Run Rate from Analytics products increased 8.4% for the year ended December 31, 2025, driven by growth in both Multi-Asset Class and Equity Analytics products, reflecting growth across all regions and client segments.
Adjusted EBITDA The following table presents non-GAAP Adjusted EBITDA, Adjusted EBITDA expenses and Adjusted EBITDA margin for the years indicated: Years Ended (in thousands) December 31, 2024 December 31, 2023 Increase/(Decrease) Operating revenues: $ 2,856,128 $ 2,528,920 12.9 % Adjusted EBITDA expenses 1,139,644 1,005,969 13.3 % Adjusted EBITDA $ 1,716,484 $ 1,522,951 12.7 % Operating margin % 53.5 % 54.8 % Adjusted EBITDA margin % 60.1 % 60.2 % The increase in Adjusted EBITDA reflects growth in operating revenues as compared to Adjusted EBITDA expenses, driven by the factors previously described. 46 Table of Content s Reconciliation of Net Income to Adjusted EBITDA and Operating Expenses to Adjusted EBITDA Expenses The following table presents the reconciliation of net income to Adjusted EBITDA for the years indicated: Years Ended (in thousands) December 31, 2024 December 31, 2023 Increase/(Decrease) Net income $ 1,109,128 $ 1,148,592 (3.4 %) Provision for income taxes 247,040 220,469 12.1 % Other expense (income), net 172,350 15,548 n/m Operating income 1,528,518 1,384,609 10.4 % Amortization of intangible assets 164,037 114,429 43.4 % Depreciation and amortization of property, equipment and leasehold improvements 16,978 21,009 (19.2 %) Impairment related to sublease of leased property — 477 n/m Acquisition-related integration and transaction costs (1) 6,951 2,427 186.4 % Consolidated Adjusted EBITDA $ 1,716,484 $ 1,522,951 12.7 % Index Adjusted EBITDA 1,222,054 1,106,973 10.4 % Analytics Adjusted EBITDA 328,295 274,875 19.4 % ESG and Climate Adjusted EBITDA 104,708 91,678 14.2 % All Other - Private Assets Adjusted EBITDA 61,427 49,425 24.3 % Consolidated Adjusted EBITDA $ 1,716,484 $ 1,522,951 12.7 % ________________ (1) Represents transaction expenses and other costs directly related to the acquisition and integration of acquired businesses, including professional fees, severance expenses, regulatory filing fees and other costs, in each case that are incurred no later than 12 months after the close of the relevant acquisition.
Adjusted EBITDA The following table presents non-GAAP Adjusted EBITDA, Adjusted EBITDA expenses and Adjusted EBITDA margin for the years indicated: Years Ended (in thousands) December 31, 2025 December 31, 2024 Increase/(Decrease) Operating revenues: $ 3,134,459 $ 2,856,128 9.7 % Adjusted EBITDA expenses 1,228,007 1,139,644 7.8 % Adjusted EBITDA $ 1,906,452 $ 1,716,484 11.1 % Operating margin % 54.7 % 53.5 % Adjusted EBITDA margin % 60.8 % 60.1 % The increase in Adjusted EBITDA reflects growth in operating revenues as compared to Adjusted EBITDA expenses, driven by the factors previously described. 45 Table of Contents Reconciliation of Net Income to Adjusted EBITDA and Operating Expenses to Adjusted EBITDA Expenses The following table presents the reconciliation of net income to Adjusted EBITDA for the years indicated: Years Ended (in thousands) December 31, 2025 December 31, 2024 Increase/(Decrease) Net income $ 1,202,305 $ 1,109,128 8.4 % Provision for income taxes 291,951 247,040 18.2 % Other expense (income), net 219,311 172,350 27.2 % Operating income 1,713,567 1,528,518 12.1 % Amortization of intangible assets 169,480 164,037 3.3 % Depreciation and amortization of property, equipment and leasehold improvements 23,405 16,978 37.9 % Acquisition-related integration and transaction costs (1) — 6,951 (100.0 %) Consolidated Adjusted EBITDA $ 1,906,452 $ 1,716,484 11.1 % Index Adjusted EBITDA 1,366,008 1,222,054 11.8 % Analytics Adjusted EBITDA 342,530 328,295 4.3 % Sustainability and Climate Adjusted EBITDA 128,477 104,708 22.7 % All Other – Private Assets Adjusted EBITDA 69,437 61,427 13.0 % Consolidated Adjusted EBITDA $ 1,906,452 $ 1,716,484 11.1 % ________________ (1) Represents transaction expenses and other costs directly related to the acquisition and integration of acquired businesses, including professional fees, severance expenses, regulatory filing fees and other costs, in each case that are incurred no later than 12 months after the close of the relevant acquisition.
Income Taxes We are subject to income taxes in the U.S. and other foreign jurisdictions. Our tax provision is an estimate based on our understanding of laws in federal, state and foreign tax jurisdictions. These laws can be complicated and are difficult to apply to any business.
Our tax provision is an estimate based on our understanding of laws in federal, state and foreign tax jurisdictions. These laws can be complicated and are difficult to apply to any business. The tax laws also require us to allocate our taxable income to many jurisdictions based on subjective allocation methodologies and information collection processes.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”), which was filed with the Securities and Exchange Commission on February 9, 2024. Overview We are a leading provider of critical decision support tools and solutions for the global investment community.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”), which was filed with the Securities and Exchange Commission on February 7, 2025.
Adjusting for the impact of the acquisition of Fabric and foreign currency exchange rate fluctuations, Analytics operating revenues would have increased 9.8%. Analytics segment Adjusted EBITDA expenses increased 1.7% for the year ended December 31, 2024, primarily driven by increases in non-compensation expense, relating to higher information technology and professional fees.
Adjusting for the impact of foreign currency exchange rate fluctuations, Sustainability and Climate operating revenues would have increased 6.0%. Sustainability and Climate segment Adjusted EBITDA expenses increased 1.6% for the year ended December 31, 2025, primarily driven by non-compensation expenses reflecting higher information technology costs.
Depreciation and Amortization of Property, Equipment and Leasehold Improvements Depreciation and amortization of property, equipment and leasehold improvements consists of expenses related to depreciating or amortizing the cost of computer and related equipment, leasehold improvements, software and furniture and fixtures over the estimated useful life of the assets. 37 Table of Content s Other Expense (Income), Net Other expense (income), net consists primarily of interest we pay on our outstanding indebtedness, including losses on early extinguishment of debt, income and losses associated with our previous equity method investment, foreign currency exchange rate gains and losses, interest we collect on cash and short-term investments, as well as other non-operating income and expense items that may arise from time to time.
Other Expense (Income), Net Other expense (income), net consists primarily of interest we pay on our outstanding indebtedness, including losses on early extinguishment of debt, gains and losses associated with equity method and other minority investments, foreign currency exchange rate gains and losses, interest we collect on cash and short-term investments, as well as other non-operating income and expense items that may arise from time to time.
ESG and Climate Segment The following table presents the results for the ESG and Climate segment for the years indicated: Years Ended (in thousands) December 31, 2024 December 31, 2023 Increase/(Decrease) Operating revenues: Recurring subscriptions $ 318,835 $ 282,351 12.9 % Non-recurring 7,766 5,217 48.9 % Operating revenues total 326,601 287,568 13.6 % Adjusted EBITDA expenses 221,893 195,890 13.3 % Adjusted EBITDA $ 104,708 $ 91,678 14.2 % Adjusted EBITDA margin % 32.1 % 31.9 % ESG and Climate operating revenues increased 13.6% for the year ended December 31, 2024, primarily driven by growth from recurring subscriptions related to Ratings, Climate and Screening products.
Sustainability and Climate Segment The following table presents the results for the Sustainability and Climate segment for the years indicated: Years Ended (in thousands) December 31, 2025 December 31, 2024 Increase/(Decrease) Operating revenues: Recurring subscriptions $ 346,401 $ 318,835 8.6 % Non-recurring 7,514 7,766 (3.2 %) Operating revenues total 353,915 326,601 8.4 % Adjusted EBITDA expenses 225,438 221,893 1.6 % Adjusted EBITDA $ 128,477 $ 104,708 22.7 % Adjusted EBITDA margin % 36.3 % 32.1 % Sustainability and Climate operating revenues increased 8.4% for the year ended December 31, 2025, primarily driven by growth from recurring subscriptions related to Ratings and Climate products, with growth primarily attributable to EMEA.
On January 26, 2024, we entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) amending and restating in its entirety the prior credit agreement dated as of June 9, 2022 (the “Prior Credit Agreement”).
On August 20, 2025, we entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) amending and restating in its entirety the Company’s prior Second Amended and Restated Credit Agreement (the “Prior Credit Agreement”).
Adjusting for the impact of the acquisition of Trove and foreign currency exchange rate fluctuations, ESG and Climate operating revenues would have increased 10.2%. ESG and Climate segment Adjusted EBITDA expenses increased 13.3% for the year ended December 31, 2024, primarily driven by increases in compensation expenses, relating to higher wages and salaries, incentive compensation and benefits costs.
Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics operating revenues would have increased 5.7%. Analytics segment Adjusted EBITDA expenses increased 7.2% for the year ended December 31, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs.
(2) The value of AUM in ETFs linked to MSCI equity indexes is calculated by multiplying the equity ETF net asset value by the number of shares outstanding.
The AUM in ETFs also includes AUM in Exchange Traded Notes, the value of which is less than 1.0% of the AUM amounts presented. 47 Table of Contents (2) The value of AUM in ETFs linked to MSCI equity indexes is calculated by multiplying the equity ETF net asset value by the number of shares outstanding.
Retention Rate Retention Rate is a key operating metric and is important to management because subscription cancellations decrease our Run Rate and ultimately our future operating revenues over time. See “— Operating Metrics — Retention Rate ” below for additional information on the calculation of this metric. Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with GAAP.
See “— Operating Metrics — Retention Rate ” below for additional information on the calculation of this metric. 39 Table of Contents Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with GAAP.
Once it is determined that an impairment review is necessary, determination of recoverability is determined based on comparing the carrying amount of the asset group to the estimated future undiscounted cash flows. If the carrying amount exceeds the estimated future undiscounted cash flows, the asset grouping is considered to be impaired.
Determining whether an event or changes in circumstances warrant an impairment review involves management judgment. Once it is determined that an impairment review is necessary, recoverability is determined based on comparing the carrying amount of the asset group to the estimated future undiscounted cash flows.
As a result, as of December 31, 2024, all of the Company’s subsidiaries were non-guarantor subsidiaries under the Indentures (‘non-guarantor subsidiaries”).
As of December 31, 2025, our Consolidated Leverage Ratio was 2.97. As of December 31, 2025, all of the Company’s subsidiaries were non-guarantor subsidiaries under the Indentures (“non-guarantor subsidiaries”).
Index segment Adjusted EBITDA expenses increased 8.5% for the year ended December 31, 2024, primarily driven by increases in compensation expense, relating to higher wages and salaries and incentive compensation. The increase was also driven by non-compensation expenses reflecting higher professional fees and market data costs.
Index segment Adjusted EBITDA expenses increased 12.5% for the year ended December 31, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs. The increase was also driven by non-compensation expenses reflecting higher information technology costs and professional fees.
Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, recurring subscriptions Run Rate would have increased 7.9%. Run Rate from Index recurring subscriptions increased 8.5% for the year ended December 31, 2024, primarily driven by growth from market cap-weighted as well as custom Index and special packages products. The increase reflected growth across all regions.
Run Rate from Index recurring subscriptions increased 9.4% for the year ended December 31, 2025, primarily driven by growth from market cap-weighted and custom Index products. The increase reflected growth across all regions and client segments.
Adjusting for the impact of the step acquisition of Burgiss and foreign currency exchange rate fluctuations, All Other – Private Assets operating revenues would have increased 3.4%.
Adjusting for the impact of foreign currency exchange rate fluctuations, All Other – Private Assets Adjusted EBITDA expenses would have increased 5.9%.
Measurement of impairment for intangible assets is based on the amount the carrying value exceeds the fair value of the asset, which is based on estimated discounted future cash flows. Estimated undiscounted and discounted cash flows used in the determination and calculation of impairments represent management forecasts and require significant management judgment.
If the carrying amount exceeds the estimated future undiscounted cash flows, the asset grouping is considered to be impaired. Measurement of impairment for intangible assets is based on the amount the carrying value exceeds the fair value of the asset, which is based on estimated discounted future cash flows.
Based on the nature of the services provided, non-recurring revenues are generally billed either in advance or after delivery and recognized point in time or over the service period.
Based on the nature of the services provided, non-recurring revenues are generally billed either in advance or after delivery and recognized point in time or over the service period. See Note 1, “Introduction and Basis of Presentation” and Note 3, “Revenue Recognition” of the Notes to the Consolidated Financial Statements included herein for additional information on revenue recognition.
See Note 1, “Introduction and Basis of Presentation” and Note 3, “Revenue Recognition” of the Notes to the Consolidated Financial Statements included herein for additional information on revenue recognition. 36 Table of Content s Operating Expenses We group our operating expenses into the following activity categories: • Cost of revenues; • Selling and marketing; • Research and development (“R&D”); • General and administrative (“G&A”); • Amortization of intangible assets; and • Depreciation and amortization of property, equipment and leasehold improvements.
Operating Expenses We group our operating expenses into the following activity categories: • Cost of revenues; • Selling and marketing; • Research and development (“R&D”); • General and administrative (“G&A”); • Amortization of intangible assets; and • Depreciation and amortization of property, equipment and leasehold improvements.
General and Administrative G&A expenses increased 18.4% for the year ended December 31, 2024, primarily driven by increases in compensation and benefits costs, primarily relating to higher incentive compensation, wages and salaries and benefits costs as a result of increased headcount, as well as increases in non-compensation costs reflecting higher professional fees, information technology costs and transaction costs related expenses due to the recent acquisitions.
General and Administrative G&A expenses decreased 1.2% for the year ended December 31, 2025, primarily driven by decreases in non-compensation costs reflecting lower transaction costs, partially offset by increases in compensation and benefits costs as a result of increased headcount costs as well as higher severance costs.
The following table presents operating expenses by activity category for the years indicated: Years Ended (in thousands) December 31, 2024 December 31, 2023 Increase/(Decrease) Operating expenses: Cost of revenues $ 514,382 $ 446,581 15.2 % Selling and marketing 291,220 276,204 5.4 % Research and development 158,653 132,121 20.1 % General and administrative 182,340 153,967 18.4 % Amortization of intangible assets 164,037 114,429 43.4 % Depreciation and amortization of property, equipment and leasehold improvements 16,978 21,009 (19.2 %) Total operating expenses $ 1,327,610 $ 1,144,311 16.0 % Cost of Revenues Cost of revenues increased 15.2% for the year ended December 31, 2024, primarily driven by increases in compensation and benefits costs, primarily relating to higher wages and salaries, incentive compensation and benefits costs as a result of increased headcount, as well as increases in non-compensation costs reflecting higher information technology, professional fees and market data costs. 43 Table of Content s Selling and Marketing Selling and marketing expenses increased 5.4% for the year ended December 31, 2024, primarily driven by increases in compensation and benefits costs, primarily relating to higher incentive compensation, wages and salaries, and benefits costs as a result of increased headcount.
Adjusting for the impact of foreign currency exchange rate fluctuations, the increase would have been 6.7%. 42 Table of Contents The following table presents operating expenses by activity category for the years indicated: Years Ended (in thousands) December 31, 2025 December 31, 2024 Increase/(Decrease) Operating expenses: Cost of revenues $ 550,366 $ 514,382 7.0 % Selling and marketing 319,829 291,220 9.8 % Research and development 177,596 158,653 11.9 % General and administrative 180,216 182,340 (1.2 %) Amortization of intangible assets 169,480 164,037 3.3 % Depreciation and amortization of property, equipment and leasehold improvements 23,405 16,978 37.9 % Total operating expenses $ 1,420,892 $ 1,327,610 7.0 % Cost of Revenues Cost of revenues increased 7.0% for the year ended December 31, 2025, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs and higher severance costs, as well as increases in non-compensation costs reflecting higher information technology and market data costs.
The annual Retention Rate represents the retained subscription Run Rate (subscription Run Rate at the beginning of the fiscal year less actual cancels during the year) as a percentage of the subscription Run Rate at the beginning of the fiscal year.
For full-year periods, Retention Rate is calculated as the retained subscription Run Rate, which is defined as the subscription Run Rate at the beginning of the fiscal year minus actual subscription cancellations during the fiscal year, expressed as a percentage of the subscription Run Rate at the beginning of the fiscal year.
This annualized cancellation figure is then divided by the subscription Run Rate at the beginning of the fiscal year to calculate a cancellation rate. This cancellation rate is then subtracted from 100% to derive the annualized Retention Rate for the period. For example, in the fourth quarter of 2024, we recorded cancellations of $36.0 million.
To derive the Retention Rate for the fourth quarter, we annualized the actual cancellations during the quarter of $36.9 million to derive $147.6 million of annualized cancellations. This $147.6 million was then divided by the $2,243.1 million subscription Run Rate at the beginning of the year to derive a cancellation rate of 6.6%.
See Note 11, “Shareholders’ Equity (Deficit),” of the Notes to Consolidated Financial Statements included herein for additional information on our stock repurchase program. As of trade date February 6, 2025, a total of $1.4 billion of authorization remained available under the share repurchase program.
Share Repurchases In 2025, our Board of Directors approved a stock repurchase program for the purchase of shares of the Company’s common stock in the open market. See Note 11, “Shareholders’ Equity (Deficit),” of the Notes to Consolidated Financial Statements included herein for additional information on our stock repurchase program.
Net Income The following table shows our net income for the years indicated: Years Ended (in thousands) December 31, 2024 December 31, 2023 Increase/(Decrease) Net income $ 1,109,128 $ 1,148,592 (3.4 %) As a result of the factors described above, net income decreased 3.4% for the year ended December 31, 2024. 45 Table of Content s Weighted Average Shares and Common Shares Outstanding The following table shows our weighted average shares and common shares outstanding for the years indicated: Years Ended (in thousands) December 31, 2024 December 31, 2023 % Change Weighted average shares outstanding: Basic 78,710 79,462 (0.9 %) Diluted 78,960 79,843 (1.1 %) The following table shows our common shares outstanding for the periods indicated: As of % Change (in thousands) December 31, 2024 December 31, 2023 Common shares outstanding 77,745 79,091 (1.7 %) The decrease in weighted average shares and common shares outstanding primarily reflects the impact of share repurchases made pursuant to the Company’s stock repurchase program.
Weighted Average Shares and Common Shares Outstanding The following table shows our weighted average shares and common shares outstanding for the years indicated: Years Ended (in thousands) December 31, 2025 December 31, 2024 % Change Weighted average shares outstanding: Basic 76,504 78,710 (2.8 %) Diluted 76,636 78,960 (2.9 %) The following table shows our common shares outstanding for the periods indicated: As of % Change (in thousands) December 31, 2025 December 31, 2024 Common shares outstanding 73,563 77,745 (5.4 %) The decrease in weighted average shares and common shares outstanding primarily reflects the impact of share repurchases made pursuant to the Company’s stock repurchase program, partially offset by the vesting of certain stock-based awards.

… 101 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+0 added−0 removed6 unchanged
Biggest changeOf the 16.6% of non-U.S. dollar exposure for the year ended December 31, 2024, 41.9% was in Euros, 32.9% was in British pounds sterling and 17.8% was in Japanese yen. Of the 16.7% of non-U.S. dollar exposure for the year ended December 31, 2023, 41.9% was in Euros, 32.5% was in British pounds sterling and 17.7% was in Japanese yen.
Biggest changeOf the 16% of non-U.S. dollar exposure for the year ended December 31, 2025, 43% was in Euros, 32% was in British pounds sterling and 18% was in Japanese yen. Of the 17% of non-U.S. dollar exposure for the year ended December 31, 2024, 42% was in Euros, 33% was in British pounds sterling and 18% was in Japanese yen.
Revenues from asset-based fees represented 23.0% and 22.0% of operating revenues for the years ended December 31, 2024 and 2023, respectively. While a substantial portion of our asset-based fees are invoiced in U.S. dollars, the fees are based on the assets in investment products, of which approximately three-fifths are invested in securities denominated in currencies other than the U.S. dollar.
Revenues from asset-based fees represented 25% and 23% of operating revenues for the years ended December 31, 2025 and 2024, respectively. While a substantial portion of our asset-based fees are invoiced in U.S. dollars, the fees are based on the assets in investment products, of which approximately three-fifths are invested in securities denominated in currencies other than the U.S. dollar.
For the years ended December 31, 2024 and 2023, 16.6% and 16.7%, respectively, of our revenues were subject to foreign currency exchange rate risk and primarily included clients billed in foreign currency as well as U.S. dollar exposures on non-U.S. dollar foreign operating entities.
For the years ended December 31, 2025 and 2024, 16% and 17%, respectively, of our revenues were subject to foreign currency exchange rate risk and primarily included clients billed in foreign currency as well as U.S. dollar exposures on non-U.S. dollar foreign operating entities.
We are exposed to additional foreign currency risk in certain of our operating costs. Approximately 40.9% and 42.4% of our operating expenses for the years ended December 31, 2024 and 2023, respectively, were denominated in foreign currencies, the significant majority of which were denominated in British pounds sterling, Indian rupees, Euros, Hungarian forints, Mexican pesos and Swiss francs.
We are exposed to additional foreign currency risk in certain of our operating costs. Approximately 42% and 41% of our operating expenses for the years ended December 31, 2025 and 2024, respectively, were denominated in foreign currencies, the significant majority of which were denominated in British pounds sterling, Indian rupees, Euros, Hungarian forints and Mexican pesos.
We recognized total foreign currency exchange losses of $4.8 million and $4.5 million for the year ended December 31, 2024 and 2023, respectively. 57 Table of Content s
We recognized total foreign currency exchange losses of $9.1 million and $4.8 million for the year ended December 31, 2025 and 2024, respectively. 58 Table of Contents

Other MSCI 10-K year-over-year comparisons