Item 1A. Risk Factors

There have been no material changes from the significant risk factors and uncertainties previously disclosed under the heading "Risk Factors" in the Company's annual report on Form 10-K for the year ended December 31, 2022, that if they were to occur, could materially adversely affect the Company’s business, financial condition, operating results and/or cash flow. For a discussion of the Company’s risk factors, refer to Item 1A. “Risk Factors” contained in the Company’s annual report on Form 10-K for the year ended December 31, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

MOODY'S PURCHASES OF EQUITY SECURITIES

For the three months ended September 30, 2023


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value of Shares That May Yet be Purchased Under the Program(2)
July 1- 31	66,773	$	350.47	60,350	$	719	million
August 1- 31	212,773	$	335.32	212,569	$	648	million
September 1- 30	227,997	$	336.01	227,390	$	572	million
Total	507,543	$	337.46	500,309

(1) Includes surrender to the Company of 6,423; 204; and 607 shares of common stock in July, August, and September, respectively, to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.

(2) As of the last day of each of the months. On February 7, 2022, the Board of Directors authorized $750 million in share repurchase authority. At September 30, 2023 there was approximately $572 million of share repurchase authority remaining. There is no established expiration date for the remaining authorization.

During the third quarter of 2023, Moody’s issued a net 100,000 shares under employee stock-based compensation plans.

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