MSCI (MSCI) 10-K risk factor changes: FY2025 vs FY2024

- Undetected errors, defects, malfunctions or similar [removed: problems leading to increased costs or liability;][added: problems;]

- Issues related to the use [added: of AI] and development of [removed: AI] [added: AI-related solutions] resulting in reputational harm, competitive harm, regulatory scrutiny or legal liability;

- [removed: Our need] [added: Failure] to successfully develop new and enhanced products and [removed: services in order to remain competitive;][added: services;]

- The impact of our global [added: presence and] operations and any expansion and our exposure to additional issues from our increased global footprint;

- Failure to attract, develop or retain [removed: qualified personnel;][added: talent.]

- The impact of our indebtedness on our [added: cash flows and] financial flexibility;

- The impact of changes in our credit ratings; [removed: and]

- Our exposure to tax liabilities in various [removed: jurisdictions.][added: jurisdictions; and]

A refusal or failure by a key vendor to distribute our products; any [removed: loss of key third-][added: termination,]

[removed: party suppliers] [added: suspension or other loss] of [added: 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 [added: 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.

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 [added: suspended or] not available at all, we may not be able to deliver our products and services.

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 [removed: networks] [added: 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.

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 [added: or refuse to continue to supply us with data and products] in order to gain competitive advantage against us.

Termination [added: 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 [added: or other disputes] in connection with Vendor Products could decrease the data and materials available for us to use and deliver to our clients.

In addition, some of our competitors could enter into exclusive contracts with our [removed: 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.

Our business could be materially adversely affected if we are unable to timely or effectively replace the [removed: data] [added: data, other materials] or functionality provided by Vendor Products that may become unavailable or fail to operate effectively for any reason.

Should any of our key vendors refuse to distribute our data for any reason or require that we pay them new or additional fees in connection with the distribution of our data, we would need to find alternative ways to distribute our data, which could increase [removed: costs, disrupt operations and have a material adverse effect on our business, financial condition] [added: costs] or [removed: results of] [added: disrupt] operations.

Despite internal testing and in some cases testing or use by clients, our products or services have contained, and in the future may contain, errors in [removed: our or] [added: our,] third-party [added: or client-provided] data, calculations, methodologies or analysis, including serious defects or malfunctions.

This risk may grow with the increase in the number, type and complexity of our products, such as complex [removed: client-designed] [added: custom] indexes that may require unique and more manual implementation and maintenance.

For instance, certain [removed: of our] processes utilize manual data entry or collection, which increases the risk of human error.

We may not discover errors that affect our products or services or enhancements until after they [added: 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.]

Factors that have affected or could affect our credibility include: real or perceived conflicts of interest; the adequacy, completeness and editorial independence of our index composition and ESG [removed: rating] [added: ratings] and [added: controversy] assessment processes and decisions; [added: allegations of perceived bias or lack of independence;] the [added: inappropriate] influence, attempted influence or appearance of influence of third parties, including governments, politicians, [removed: political] [added: NGOs] and other advocacy [removed: groups] [added: groups,] and [added: clients (including] large [removed: investors] [added: asset managers] or asset [removed: owners,] [added: owners),] on our editorial decisions; the [removed: performance of] [added: impact on] companies [removed: relative to their] [added: of our indexes,] ESG [removed: ratings, index inclusion,] [added: ratings and controversies,] risk [removed: characteristics] [added: models] or other MSCI content or analytics; the timing and nature of changes to our [removed: indexes] [added: methodologies] or [added: products, including indexes and] ESG ratings and [removed: assessments;] [added: controversies;] disagreement with our methodologies or models, including for calculating indexes, value-at-risk and other risk measures, climate metrics, and ESG ratings and [removed: assessments, data, information and analysis; and] [added: controversies;] the accuracy and completeness of our [added: client data] or third-party data, including data voluntarily disclosed by the investment community, corporate issuers and others that is utilized in our [removed: products.][added: products; and controversies, investigations, media attention, or regulatory or other governmental actions affecting our industry, competitors, clients, strategic partners, vendors or other relevant industry participants.]

We may [removed: 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.

Views expressed by the media, politicians, other government officials or representatives, regulators, [removed: political] [added: NGOs] and other advocacy [removed: groups] [added: 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 [removed: geo-political] [added: 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.

In some cases, our [removed: sustainability and climate offerings, such as our country and company ESG ratings, our controversies assessments or our Net-Zero Tracker,] [added: offerings] may insert MSCI into a public spotlight or a public debate regarding [removed: the environment, climate change,] [added: investment trends and practices; environmental,] social [removed: concerns,] [added: or] political [removed: issues, geo-political matters, governance practices] [added: issues; geopolitical matters;] or corporate [removed: responsibility.][added: governance matters.]

[removed: Scrutiny] [added: For example, scrutiny] around ESG and climate [removed: topics] [added: investment considerations] has increased, with anti-ESG and anti-climate advocacy groups, political leaders and industry organizations criticizing ESG or climate-focused [removed: products and services.][added: risk management practices or investment strategies.]

In addition, increased regulatory and political focus on ESG and climate-related [removed: practices] [added: investment considerations] has impacted our clients.

Certain of our clients use our [removed: ESG] [added: sustainability] and climate [removed: data, tools] [added: data] and [removed: indexes] [added: tools] to [added: build and manage portfolios; perform risk management;] benchmark [removed: ESG] [added: their] investment [removed: performance] [added: performance;] and [removed: to] construct and manage ETFs and other indexed financial products.

[removed: These] [added: In some cases, these] institutional investors are increasingly the subject of additional disclosure requirements, as well as media and [removed: political] [added: 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).

Our products, and the use of our products by these institutions, could draw MSCI into [removed: debates about] [added: media attention, political debates,] and [removed: criticisms of greenwashing.][added: litigation or regulatory actions related to greenwashing allegations.]

[removed: Clients] [added: For example, clients] that license our indexes to serve as the basis for listed futures and options contracts might [removed: also] discontinue such contracts.

For the fiscal year ended December 31, 2024, our largest client organization by revenue, [removed: BlackRock,] [added: BlackRock] accounted for 10.2% of our consolidated operating revenues.

For the fiscal year ended December 31, [removed: 2023, BlackRock] [added: 2025, our largest client organization by revenue, BlackRock,] accounted for [removed: 9.8%] [added: 10.8%] of our consolidated operating revenues.

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 [removed: achieve] [added: achieve, maintain or improve pricing structures] and sustain a high level of renewal rates with respect to our existing licenses.

If we experience significant [removed: cancelations] [added: cancellations] or reductions in licenses, either individually or in the aggregate, and we are unsuccessful in replacing those licenses, our business, financial condition or results of operations could be materially adversely affected.

These determinations [added: could cause an impacted company to cease doing business with us, or] may create perceptions of bias, lack of independence or influence over our editorial decisions.

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 [removed: 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.][added: operations,]

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, [added: 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.

Our ability to effectively use the internet, including for remote work, may also be impaired due to [added: a variety of reasons including] infrastructure failures, service outages, [removed: cyber attacks] [added: cyber-attacks] or [removed: increased] government [removed: regulation.][added: restrictions.]

[added: 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.

In addition, certain of our most significant data and technology agreements are subject to periodic renewal or re-pricing, and we may be required to accept significantly higher fees or other less favorable commercial or legal terms in order to maintain access to key Vendor Products.

Certain Vendor Products are concentrated among a small number of suppliers, and we also rely on major cloud and infrastructure providers to host and deliver certain products and services, so an adverse negotiation, dispute or renewal outcome with, or our inability to replace, a key supplier or to obtain comparable data or services on acceptable terms could affect our costs or ability to deliver products and services.

In addition, as our business has grown and evolved over time, we have incurred technical debt resulting from, among other things, legacy code and system architectures, deferred maintenance and upgrades, short-term workarounds, unremediated issues, rapid product development, acquisitions, and the integration of new technologies into existing platforms.

Such technical debt can exacerbate these risks by increasing the potential for system outages, performance degradation, defects, cybersecurity vulnerabilities, and testing and remediation limitations.

In addition, defects or flawed outputs in regulated products, including indexes and ESG ratings, may prompt regulatory inquiries, supervisory actions or enforcement proceedings that could require changes to products or controls and impose significant fines or other remediation costs.

Reputational damage could prompt clients or vendors to reduce use of our products, or terminate or renegotiate contracts.

Advances in AI and cloud platforms have also lowered the barriers for clients to build capabilities internally.

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.

In addition, accumulated design, implementation, or architectural decisions in our technology environment, which may have been appropriate at the time they were made, may require incremental investment over time to maintain, enhance, or modernize our systems.

This “technical debt” can increase the risk of outages, disruptions, performance degradation, defects, and cybersecurity incidents.

In addition, such incidents may trigger notification and reporting obligations to regulators, clients and other stakeholders.

Failure to meet those obligations or to effectively communicate during an incident could exacerbate reputational harm and regulatory exposure, including the risk of enforcement actions and fines.

We

Advanced, persistent and state-sponsored threat actors with significant resources and capabilities could also attempt to penetrate our or our vendors’ systems.

Future migrations may result in outages, latency or degraded functionality, or data loss or corruption despite backup and recovery plans.

divert resources.

Open source code may also contain security vulnerabilities or malicious code (including backdoors), which could impair our products or systems, reduce client confidence, harm our reputation and expose us to litigation or other liability.

Competitors and new market entrants may use AI to develop products that compete with our offerings at lower price points, with faster time-to-market or with additional or better capabilities, which could impair our ability to compete effectively and put pressure on our revenues and subscriptions.

Additionally, AI-enabled tools may allow clients, including asset managers, asset owners, banks, hedge funds and others, to develop in-house capabilities to replace our products such as custom indexes, risk analytics, and sustainability and climate data.

Large-scale data scraping and generative AI models trained on publicly available information could also diminish the perceived uniqueness and commercial value of our proprietary content.

Further, third-party AI tools and model providers may change their model behavior, pricing or terms, which could adversely affect our offerings, increase our costs or disrupt our operations.

AI technologies, including generative AI, can produce outputs that appear authoritative but contain factual errors, “hallucinations,” or unintended biases.

If AI-generated content in our products contains such errors, we could face client losses, reputational damage and potential legal liability.

Failure to maintain appropriate oversight, governance frameworks, testing, documentation and monitoring could exacerbate these risks.

We have adopted principles and governance frameworks designed to support responsible use, data protection and risk management, but these may prove insufficient to prevent harmful outcomes or may not keep pace with the rapid evolution of AI capabilities and risks.

AI technologies are subject to an evolving and fragmented legal and regulatory landscape.

investment trends.

Such shifts may increase demand for certain of our products while reducing demand for others, and may reduce client budgets, delay purchasing decisions or cause clients to defer or cancel subscriptions, any of which could materially reduce demand for our offerings.

To remain competitive, we must continually introduce new products and services; enhance existing products and services delivered through our own systems and

Expansion into new product and service offerings and client types also increases the complexity of our go-to-market, product development, operational and regulatory requirements and may require substantial additional investment.

In particular, serving new client types may require new capabilities, additional product features and use cases, specialized distribution and implementation, and different contractual and licensing arrangements, all of which can increase time to market and execution risk.

The increased presence of AI in the market could also lead to increased expectations from clients and market participants regarding the quality, features, timeliness and use cases of our products and services.

These include the risk that geopolitical tensions, trade policy changes and related policy responses may restrict or limit our ability to offer certain products, services or content in particular jurisdictions, affect our access to the technology on which our operations depend, or reduce client demand for our products and services in affected markets.

We also may face such impacts from product constraints, capital controls, exchange controls, customs duties, tariffs, retaliatory trade measures, sanctions compliance, tax penalties, levies or assessments, legal uncertainty, regulatory intervention and other restrictive governmental actions such as export restrictions, requirements favoring local competitors, limits on foreign ownership or investment, limits on the use of foreign technology, requirements applicable to particular types of data services and processing, data localization rules and restrictions on cross-border transfers of data and services, as well as the outbreak of hostilities or political and governmental instability.

Beginning January 1, 2026, most of our indexes fall outside EU supervision and remain under UK oversight.

For indexes that remain subject to EU regulation, ESMA’s supervision may result in additional compliance obligations for our business.

The UK BMR transition period for non-UK administrators continues until December 31, 2030.

In December 2025, the UK HM Treasury launched a consultation on proposals to amend the scope of the UK BMR.

Depending on the outcome, these changes could affect the regulatory status of certain of our benchmarks, alter our compliance obligations or impact our ability to offer certain products to UK-regulated clients.

For example, in the past we have made changes or announced proposed changes to our index methodologies that have triggered media and policymaker attention.

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

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.

Additionally, newly acquired businesses may

unexpected or higher than estimated costs.

Our competitors or other third parties may incorporate AI into their products and operations more quickly or more successfully than us, which could impair our ability to compete effectively.

Client or third-party use of AI could potentially result in reduction or replacement of our products or solutions.

implicate confidential or personal information (e.g., propriety, third-party, employee or client information).

geopolitical conflicts and the inflationary environment, which may lead certain clients to reduce their overall spending on our products or services, including by seeking similar products or services at a lower cost than what we are able to provide, by consolidating their spending with fewer providers, by consolidating with other clients or by self-sourcing their information and analytical needs.

Our inability to maintain

- *Investment Advisers Act.* Except for certain products provided by MSCI ESG Research LLC and certain of its designated foreign affiliates, we believe our products and services do not constitute or provide investment advice as contemplated by the Advisers Act.

See Part I, Item 1.

“Business—Regulation” above.

The Advisers Act imposes fiduciary duties, recordkeeping and reporting requirements, disclosure requirements, limitations on agency and principal transactions between an adviser and advisory clients, as well as general anti-fraud prohibitions.

Changes in legal or regulatory requirements or changes to our product lines could require additional entities in our corporate family to register as investment advisers or comply with similar requirements in other jurisdictions.

If our index business were to be deemed an investment adviser, we could be deemed a fiduciary to our clients, increasing the costs and complexity of our business.

This could also conflict with obligations under other benchmark regulations.

The SEC has also proposed a rule that would prohibit SEC-registered investment advisers from outsourcing certain services or functions to service providers that do not meet minimum due diligence, monitoring and record-keeping requirements, and index providers, among others, are identified as service providers that could fall within the scope of the proposed requirements.

If adopted, this rule could result in additional compliance obligations for our business.

To

From time to time, we receive notices calling upon us to defend partners, clients, suppliers or distributors against third-party claims under indemnification clauses in our contracts.

There have been a number of lawsuits in multiple jurisdictions, including in the U.S. and Germany, regarding whether issuers of indexed investment products are required to obtain a license from the index owner or whether issuers may issue investment products based on publicly available index-level data without obtaining permission from (or making payment to) the index owner.

The outcome of these cases depends on a number of factors, including the governing law, the amount of information about the index available without a license and the other particular facts and circumstances of the cases.

Because SOFR differs fundamentally from LIBOR, there is no assurance that SOFR will perform in the same way as LIBOR would have performed at any time, and there is no guarantee that it is a comparable substitute for LIBOR.

While we will continue to use SOFR, certain factors may impact SOFR, including factors causing SOFR to cease to exist, new methods of calculating SOFR to be established, or the use of alternative reference rates.

remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease.

In addition, our debt covenants contain certain obligations that are triggered by a change in our credit rating, including obligations to make repurchase offers to the noteholders of our senior unsecured notes (the “Senior Notes”) if we experience one of the specified kinds of changes in control and related lowering of our credit ratings, as detailed in the indentures governing our Senior Notes.

Increased IRS funding may also result in greater audit activity targeting large multinationals, adding compliance burdens.

Violations of any of these laws, including the FCPA or other anti-

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.

| [Current Trends Affecting [removed: MSCI](#i52dfffc84ac348c783d08b66937cc98a_771)] [added: MSCI](#ic65d67a7062d4f64a82bdca4c5f72dd5_52)] | | | [removed: [35](#i52dfffc84ac348c783d08b66937cc98a_771)] [added: [36](#ic65d67a7062d4f64a82bdca4c5f72dd5_52)] | | |

| [Key Financial and Operating Metrics and [removed: Drivers](#i52dfffc84ac348c783d08b66937cc98a_52)] [added: Drivers](#ic65d67a7062d4f64a82bdca4c5f72dd5_55)] | | | [removed: [36](#i52dfffc84ac348c783d08b66937cc98a_52)] [added: [37](#ic65d67a7062d4f64a82bdca4c5f72dd5_55)] | | |

| [Non-GAAP Financial Measures and Operating Metrics, [removed: definitions](#i52dfffc84ac348c783d08b66937cc98a_55)] [added: definitions](#ic65d67a7062d4f64a82bdca4c5f72dd5_58)] | | | [removed: [38](#i52dfffc84ac348c783d08b66937cc98a_55)] [added: [39](#ic65d67a7062d4f64a82bdca4c5f72dd5_58)] | | |

| [Critical Accounting [removed: Estimates](#i52dfffc84ac348c783d08b66937cc98a_58)] [added: Estimates](#ic65d67a7062d4f64a82bdca4c5f72dd5_61)] | | | [removed: [38](#i52dfffc84ac348c783d08b66937cc98a_58)] [added: [40](#ic65d67a7062d4f64a82bdca4c5f72dd5_61)] | | |

| [Results of [removed: Operations](#i52dfffc84ac348c783d08b66937cc98a_64)] [added: Operations](#ic65d67a7062d4f64a82bdca4c5f72dd5_67)] | | | [removed: [41](#i52dfffc84ac348c783d08b66937cc98a_64)] [added: [41](#ic65d67a7062d4f64a82bdca4c5f72dd5_67)] | | |

| [Liquidity and Capital [removed: Resources](#i52dfffc84ac348c783d08b66937cc98a_127)] [added: Resources](#ic65d67a7062d4f64a82bdca4c5f72dd5_130)] | | | [removed: [54](#i52dfffc84ac348c783d08b66937cc98a_127)] [added: [55](#ic65d67a7062d4f64a82bdca4c5f72dd5_130)] | | |

| [Recent Accounting Standards [removed: Updates](#i52dfffc84ac348c783d08b66937cc98a_136)] [added: Updates](#ic65d67a7062d4f64a82bdca4c5f72dd5_139)] | | | [removed: [56](#i52dfffc84ac348c783d08b66937cc98a_136)] [added: [57](#ic65d67a7062d4f64a82bdca4c5f72dd5_139)] | | |

*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, [removed: 2024.][added: 2025.]

The discussion summarizing the significant factors affecting the results of operations and financial condition of MSCI for the year ended December 31, [removed: 2023] [added: 2024] can be found in Part II, “Item 7.

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, [removed: 2023] [added: 2024] (the [removed: “2023] [added: “2024] Annual Report”), which was filed with the Securities and Exchange Commission on February [removed: 9, 2024.*][added: 7, 2025.*]

The Company has five operating segments: Index, Analytics, [removed: ESG] [added: Sustainability] and Climate, Real Assets and Private Capital [removed: Solutions] [added: Solutions,] which are presented as the following three reportable segments: Index, Analytics, and [removed: ESG] [added: Sustainability] and Climate.

We believe sustainability and climate risks are investment risks that significantly impact many investment [removed: decisions, regulatory frameworks] [added: decisions] and corporate strategies.

In Europe, disclosure requirements continue to drive demand for sustainability and climate tools to meet both [removed: regulatory and investor expectations.]

[removed: term] [added: 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 [removed: focused] tools.

In the discussion that follows, we provide certain variances excluding the impact of foreign currency exchange rate [removed: fluctuations and acquisitions.][added: fluctuations.]

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 [removed: periods.]

G&A expenses consist of costs primarily related to finance operations, human resources, office of the CEO, legal, corporate technology, corporate [removed: development, impairment charges associated with right of use assets] [added: development] and certain other administrative costs that are not directly attributed, but are instead allocated, to a product or service.

Other expense (income), net consists primarily of interest we pay on our outstanding indebtedness, including losses on early extinguishment of debt, [removed: income] [added: gains] and losses associated with [removed: our previous] equity method [removed: investment,] [added: 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.

“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, [removed: 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, [removed: impairment related to sublease of leased property and] certain acquisition-related integration and transaction costs.

All companies do not calculate adjusted EBITDA, adjusted EBITDA [removed: margin] [added: expenses] and adjusted EBITDA [removed: expenses] [added: margin] in the same way.

Accordingly, the Company’s computation of the Adjusted EBITDA, Adjusted EBITDA [removed: margin] [added: expenses] and Adjusted EBITDA [removed: expenses] [added: margin] measures may not be comparable to similarly titled measures computed by other companies.

Significant estimates and judgments made by management include such examples as assessment of impairment of goodwill and intangible assets and income [added: taxes.]

The [added: quantitative] test for impairment [removed: was performed at the reporting unit level, and we] used an equal weighting of the income approach and the market approach to estimate the fair value of [removed: each] [added: the Real Assets and PCS] reporting [removed: unit.][added: units.]

The income approach requires significant [removed: judgement] [added: 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.

As of July 1, [removed: 2024,] [added: 2025,] all reporting units had fair values exceeding their carrying values.

We completed our annual goodwill impairment test as of July 1, [removed: 2024] [added: 2025] on our Index, Analytics, [removed: ESG] [added: Sustainability] and Climate, Real Assets and Private Capital Solutions reporting units, which are also our operating segments.

At December 31, [removed: 2024,] [added: 2025,] the carrying value of goodwill within the Real Assets and Private Capital Solutions reporting units were [removed: $689.8] [added: $691 million] and [removed: $617.8] [added: $618] million, respectively.

As of July 1, [removed: 2024,] [added: 2025,] the fair value of the [added: Real Assets and] Private Capital Solutions [removed: and Real Assets] reporting units exceeded their carrying values by approximately [removed: 10%] [added: 39%] and [removed: 30%, respectively, introducing risk of potential future impairments.][added: 15%, respectively.]

For [removed: all of our] [added: 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.

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 [removed: performance of the asset, including accumulation of costs and operating losses.]

Once it is determined that an impairment review is necessary, [removed: determination of] recoverability is determined based on comparing the carrying amount of the asset group to the estimated future undiscounted cash flows.

While management believes that its forecasts are reasonable, [added: differences between forecasts and actual experience could materially affect the valuations.]

See Note [removed: 5, “Acquisitions,” and Note 13, “Segment Information”] [added: 6, “Debt,”] of the Notes to [removed: the] Consolidated Financial Statements included herein for additional information on [removed: the acquisition of Burgiss.][added: our outstanding Senior Notes and Revolving Credit Facility.]

We also group operating revenues by major product as follows: Index, Analytics, [removed: ESG] [added: Sustainability] and Climate and All Other – Private Assets.

| (in thousands) | | | | | | December 31, [removed: 2024] [added: 2025] | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | Increase/(Decrease) | | |

| Recurring subscriptions | | | | | | [removed: $] [added: 2,278,704] | [removed: 2,114,445] | | | | | [removed: $] [added: 2,114,445] | [removed: 1,871,290] | | | | | [removed: 13.0] [added: 7.8] | | % |

| Asset-based fees | | | | | | [removed: 657,501] [added: 770,670] | | | | | | [removed: 557,502] [added: 657,501] | | | | | | [removed: 17.9] [added: 17.2] | | % |

| Total operating revenues | | | | | | $ | [removed: 2,856,128] [added: 3,134,459] | | | | | $ | [removed: 2,528,920] [added: 2,856,128] | | | | | [removed: 12.9] [added: 9.7] | | % |

Total operating revenues increased [removed: 12.9%] [added: 9.7%] for the year ended December 31, [removed: 2024.][added: 2025.]

| [Overview](#ic65d67a7062d4f64a82bdca4c5f72dd5_49) | | | [36](#ic65d67a7062d4f64a82bdca4c5f72dd5_49) | | |

| [Segment Results](#ic65d67a7062d4f64a82bdca4c5f72dd5_112) | | | [46](#ic65d67a7062d4f64a82bdca4c5f72dd5_112) | | |

| [Operating Metrics](#ic65d67a7062d4f64a82bdca4c5f72dd5_127) | | | [49](#ic65d67a7062d4f64a82bdca4c5f72dd5_127) | | |

| [Cash Flows](#ic65d67a7062d4f64a82bdca4c5f72dd5_133) | | | [56](#ic65d67a7062d4f64a82bdca4c5f72dd5_133) | | |

| [Contractual Obligations](#ic65d67a7062d4f64a82bdca4c5f72dd5_136) | | | [57](#ic65d67a7062d4f64a82bdca4c5f72dd5_136) | | |

Our research-based data, analytics and indexes, supported by advanced technology, set standards for global investors and help our clients understand risks and opportunities, make better investment decisions and unlock innovation.

Our principal business model is generally to license annual, recurring subscriptions for the majority of our products and services for a fee due in advance of the service period.

A portion of our fees comes from clients who use our indexes as the basis for index-linked investment products.

Such fees are primarily based on a client’s assets under management (“AUM”), trading volumes and fee levels.

In the first quarter of 2025, we renamed our “ESG and Climate” operating and reportable segment to “Sustainability and Climate” to reflect the breadth of our product offerings.

There were no changes to the composition of our reportable segments or information reviewed by the chief operating decision maker and no impact on our historical segment operating results.

regulatory and investor expectations.

periods.

During the year ended December 31, 2025, the Company has selected to bypass the optional qualitative assessment for the Real Assets and Private Capital Solutions (“PCS”) reporting units.

This decision was based on the relatively low excess of fair value over carrying value observed in the prior year’s analysis.

Therefore, a quantitative goodwill impairment test was performed for both Real Assets and PCS.

For the Index, Analytics, and Sustainability and Climate reporting units, the company performed a qualitative assessment.

performance of the asset, including accumulation of costs and operating losses.

| Sustainability and Climate total | | | | | | 353,915 | | | | | | 326,601 | | | | | | 8.4 | | % |

| Asset-based fees | | | | | | 770,670 | | | | | | 657,501 | | | | | | 17.2 | | % |

| Non-recurring | | | | | | 85,085 | | | | | | 84,182 | | | | | | 1.1 | | % |

The $278.3 million increase was driven by $164.3 million in higher recurring subscription revenues, $113.2 million in higher asset-based fees and a $0.9 million increase in non-recurring revenues.

| (in thousands) | | | | | | December 31, 2025 | | | | | | December 31, 2024 | | | | | | Increase/(Decrease) | | |

The increase was also driven by increases in non-compensation costs reflecting higher information technology costs.

| (in thousands) | | | | | | December 31, 2025 | | | | | | December 31, 2024 | | | | | | Increase/(Decrease) | | |

| 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 | | % |

Compensation and benefits costs increased 8.1% for the year ended December 31, 2025, primarily driven by increased headcount costs and higher severance costs.

Amortization of intangible assets expense increased 3.3% for the year ended December 31, 2025, primarily driven by higher amortization of internally developed software, partially offset by certain intangible assets becoming fully amortized during the period.

| (in thousands) | | | | | | December 31, 2025 | | | | | | December 31, 2024 | | | | | | Increase/(Decrease) | | |

Total other expense (income), net increased 27.2% for the year ended December 31, 2025, primarily driven by higher interest expenses reflecting higher debt levels and an $11.8 million loss resulting from the full write-off of the investment in a minority investee.

The effective tax rate for the years ended December 31, 2025 and 2024 was 19.5% and 18.2%, respectively.

The increase in the effective tax rate in 2025 was driven by $38 million of expense recognized in connection with a multi-phase internal legal entity restructuring that commenced in the period and was completed subsequent to year end.

| (in thousands) | | | | | | December 31, 2025 | | | | | | December 31, 2024 | | | | | | Increase/(Decrease) | | |

| Basic | | | | | | 76,504 | | | | | | 78,710 | | | | | | (2.8 | | %) |

| Diluted | | | | | | 76,636 | | | | | | 78,960 | | | | | | (2.9 | | %) |

| (in thousands) | | | | | | December 31, 2025 | | | | | | December 31, 2024 | | | | | | Increase/(Decrease) | | |

| (in thousands) | | | | | | December 31, 2025 | | | | | | December 31, 2024 | | | | | | Increase/(Decrease) | | |

| 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 | | % |

| [Overview](#i52dfffc84ac348c783d08b66937cc98a_49) | | | [35](#i52dfffc84ac348c783d08b66937cc98a_49) | | |

| [Factors Affecting Comparability of Results](#i52dfffc84ac348c783d08b66937cc98a_61) | | | [40](#i52dfffc84ac348c783d08b66937cc98a_61) | | |

| [Segment Results](#i52dfffc84ac348c783d08b66937cc98a_109) | | | [48](#i52dfffc84ac348c783d08b66937cc98a_109) | | |

| [Operating Metrics](#i52dfffc84ac348c783d08b66937cc98a_124) | | | [50](#i52dfffc84ac348c783d08b66937cc98a_124) | | |

| [Cash Flows](#i52dfffc84ac348c783d08b66937cc98a_130) | | | [55](#i52dfffc84ac348c783d08b66937cc98a_130) | | |

| [Contractual Obligations](#i52dfffc84ac348c783d08b66937cc98a_133) | | | [56](#i52dfffc84ac348c783d08b66937cc98a_133) | | |

We are a leading provider of critical decision support tools and solutions for the global investment community.

Our mission-critical offerings help investors navigate the complexities of a dynamic and evolving investment landscape.

Leveraging our deep knowledge of the global investment process and our expertise in research, data and technology, we enable our clients to understand and analyze key drivers of risk and return and build portfolios more effectively.

While some markets may face greater near-

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

taxes.

During the year ended December 31, 2024 we elected to bypass the qualitative assessment and proceed directly to the quantitative test.

As of July 1, 2024, the fair value of all reporting units exceeded their respective carrying values.

differences between forecasts and actual experience could materially affect the valuations.

With respect to our acquisition of Burgiss on October 2, 2023, the valuation of intangible assets, as part of the acquisition method of accounting, was subjective and based, in part, on inputs that were unobservable.

The significant assumptions used to estimate the fair value of the acquired intangible assets included forecasted cash flows, which were determined based on certain assumptions that included, among others, projected future revenues, and expected market royalty rates, technology obsolescence rates and discount rates.

These estimates are inherently uncertain and unpredictable, and if different estimates were used, the purchase price for the acquisition could be allocated to the acquired assets and assumed liabilities of Burgiss differently from the allocation that we have made.

Factors Affecting the Comparability of Results

Acquisitions of Burgiss, Trove, Fabric and Foxberry

On October 2, 2023, the Company acquired the remaining 66.4% interest in Burgiss for $696.8 million in cash.

The Company’s existing 33.6% interest had a fair value at acquisition date of $353.2 million which resulted in a non-taxable gain of $143.0 million for the twelve months ending December 31, 2023.

Prior to the acquisition, the Company’s ownership interest in Burgiss was classified as an equity-method investment.

Therefore, All Other – Private Assets did not include the Company’s proportionate share of operating revenues and Adjusted EBITDA related to Burgiss.

The Company’s proportionate share of the income or loss from its equity-method investment in Burgiss was reported as a component of other (expense) income, net.

Following the acquisition, the consolidated results of Burgiss are included in the Company’s Private Capital Solutions operating segment (formerly known as Burgiss), which is combined and presented as part of All Other – Private Assets.

On November 1, 2023 MSCI completed the acquisition of Trove Research Ltd (“Trove”), a carbon markets intelligence provider for approximately $37.9 million in cash.

Trove is a part of the ESG and Climate operating segment.

On January 2, 2024, MSCI completed the acquisition of Fabric RQ, Inc. (“Fabric”), a wealth technology platform specializing in portfolio design, customization and analytics for wealth managers and advisors, for approximately $8.0 million in cash and contingent consideration that had an acquisition date fair value of $8.1 million that is payable based on future sales of Fabric’s products.

Fabric is a part of the Analytics operating segment.

On April 16, 2024, MSCI completed the acquisition of Foxberry Ltd. (“Foxberry”), a front-office index technology platform for approximately $23.5 million in cash and contingent consideration that had an acquisition date fair value of $19.1 million that is payable based upon the achievement of metrics related to the operation of the platform.

Foxberry is a part of the Index operating segment.

We collectively refer to the acquisitions of Burgiss, Trove, Fabric and Foxberry as the “recent acquisitions”.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Years Ended | | | | | | | | | | | | | | |

| Non-recurring | | | | | | 84,182 | | | | | | 100,128 | | | | | | (15.9 | | %) |

Operating revenues from recurring subscriptions increased 13.0% for the year ended December 31, 2024, primarily driven by growth in Index products, which increased $67.8 million, or 8.3%, growth in ESG and Climate products, which increased $36.5 million, or 12.9%, growth in Analytics products, which increased $55.3 million, or 9.2%, and growth in All Other - Private Assets products, which increased $83.6 million, or 48.9%.

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.

| | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | | | | | 2024 | | | | | | | | | | | | | | | | | | | | |

For the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023, 16.6%] [added: 2024, 16%] and [removed: 16.7%,] [added: 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.

Of the [removed: 16.6%] [added: 17%] of non-U.S. dollar exposure for the year ended December 31, 2024, [removed: 41.9%] [added: 42%] was in Euros, [removed: 32.9%] [added: 33%] was in British pounds sterling and [removed: 17.8%] [added: 18%] was in Japanese yen.

Of the [removed: 16.7%] [added: 16%] of non-U.S. dollar exposure for the year ended December 31, [removed: 2023, 41.9%] [added: 2025, 43%] was in Euros, [removed: 32.5%] [added: 32%] was in British pounds sterling and [removed: 17.7%] [added: 18%] was in Japanese yen.

Revenues from asset-based fees represented [removed: 23.0%] [added: 25%] and [removed: 22.0%] [added: 23%] of operating revenues for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

Approximately [removed: 40.9%] [added: 42%] and [removed: 42.4%] [added: 41%] of our operating expenses for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively, were denominated in foreign currencies, the significant majority of which were denominated in British pounds sterling, Indian rupees, Euros, Hungarian [removed: forints, Mexican pesos] [added: forints] and [removed: Swiss francs.][added: Mexican pesos.]

We recognized total foreign currency exchange losses of [removed: $4.8] [added: $9.1] million and [removed: $4.5] [added: $4.8] million for the year ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

Investors all over the world use our [removed: research-driven and technology-enabled] tools and solutions to gain insights and improve transparency throughout their investment processes.

Our [removed: tools and solutions] [added: offerings] help [removed: investors] [added: them] define their investment universe; [removed: inform and analyze their] [added: make] asset allocation [removed: and portfolio construction] decisions; [added: construct and analyze portfolios and investment strategies; identify,] measure and manage [removed: portfolio performance] [added: drivers of investment risk] and [removed: risk; implement] [added: performance; integrate] sustainability and [removed: climate-focused investment strategies; conduct performance attribution; construct] [added: climate considerations into portfolio construction] and [added: risk management; design and] manage [added: indexed financial products such as] exchange-traded funds [removed: (“ETFs”)] [added: (“ETFs”);] and [removed: other indexed financial products;] [added: prepare regulatory] and [removed: facilitate reporting to stakeholders.][added: client reports.]

Our products and services include indexes; portfolio construction and risk management [added: analytical models and] tools; sustainability and climate solutions; and private asset data and analytics.

[removed: In order to most effectively serve our clients, we are committed to advancing] [added: We operate] an integrated [removed: approach] [added: business across all functions, products and solutions, and we are dedicated] to [removed: our offerings,] delivering service excellence, [removed: providing] innovative research and content, and [removed: making our solutions available through] flexible, cutting-edge technology.

- Asset owners, including pension funds, endowments, foundations, [added: investment consultants,] central banks, sovereign wealth [removed: funds,] [added: funds and single] family offices [removed: and insurance companies]

- [removed: Financial intermediaries,] [added: Banks and brokerages,] including banks, broker-dealers, [removed: exchanges,] custodians, [removed: trust companies,] [added: proprietary market makers and] fund administrators [removed: and investment consultants]

- [removed: Corporates,] [added: Others,] including [added: exchanges; vendors; real estate professionals, such as brokers, agents and developers; academic institutions; and corporates, including] public and private [removed: companies] [added: companies,] and their advisors

As of December 31, [removed: 2024,] [added: 2025,] we served approximately [removed: 7,100] [added: 6,800] clients1 in more than 100 countries.

For the year ended December 31, [removed: 2024,] [added: 2025,] our largest client organization by revenue, BlackRock, accounted for [removed: 10.2%] [added: 10.8%] of our consolidated operating revenues, with [removed: 96.1%] [added: 96.5%] of the operating revenues from BlackRock coming from fees based on the assets in BlackRock’s ETFs and non-ETF products that are based on our indexes.

We believe we are strongly positioned to benefit from emerging trends and to help our clients adapt to [removed: a rapidly evolving] [added: changes in the] investment industry.

Investing has grown in complexity, with more choices across asset classes, security types and geographies, [removed: and] a wider array of risks and [removed: opportunities.][added: opportunities, and increased demand for customized portfolios that are tailored to client-specific objectives]

In addition, [removed: the construction] [added: portfolio design] and management [removed: of investment portfolios] are becoming increasingly outcome-oriented, rules-based and technology-driven.

- Changing client strategies and operating models, influenced by fee compression, changing demographics, [added: economic outlooks and] the regulatory [removed: environment and shifting economic outlooks;][added: environment;]

- Use of global, multi-asset-class and other complex strategies, including [removed: incorporating] [added: integration of public and] private [removed: asset] [added: assets] and factor exposure [removed: objectives, as investors seek specific and unique outcomes;][added: objectives into investment strategies;]

- [removed: The need] [added: Need] for high-quality data, insightful models and timely research, particularly during times of volatility and uncertainty;

- Integration of sustainability and climate [added: risk and performance] considerations into investment processes, reporting and [removed: products;][added: product creation;]

- Growth of indexed [removed: investing] [added: investing, including] through [removed: products such as ETFs, mutual funds, annuities] [added: ETFs (including active] and [removed: Undertakings for Collective Investment in Transferable Securities (“UCITS funds”), as well as] [added: fixed income ETFs) and] indexed derivatives [removed: such as] [added: (including] futures, options, structured products and over-the-counter [removed: swaps;][added: swaps);]

- Allocation of capital to private assets and [removed: desire] [added: demand] for greater transparency [removed: into] [added: and standardization of] the drivers of private asset [added: risk and] performance;

- [removed: Growing disclosure] [added: 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 [removed: objectives; and][added: objectives, including custom indexes;]

- Use of advanced technologies, including AI, to enhance products, improve analytics, collect and evaluate data, [added: derive insights,] improve client experiences, streamline operations and gain competitive advantages.

- *Differentiated research-enhanced [removed: content*] [added: conten*t] provides our clients with insights to better navigate a complex, fast-changing investment landscape.

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 [removed: fund-and] [added: fund- and] asset-level data; and risk algorithms, all of which can be critical to our clients’ investment processes.

[removed: - *Client-centricity*] [added: *•Client-centricity*] allows us to build strong client relationships globally and better understand and [removed: service our clients’] [added: serve client] needs.

Our client coverage team [removed: develops and] maintains [removed: strong and] trusted relationships with senior executives and investment professionals.

Our commitment to open and flexible technology allows us to process data more efficiently and deliver [removed: advanced] platform flexibility, integrating [removed: easily] into our clients’ [removed: workflows.][added: workflows through APIs, data feeds and cloud delivery.]

We also partner with global technology companies to accelerate the development of [removed: generative] [added: our] AI [removed: solutions] [added: capabilities] to [removed: help] [added: enhance] our [removed: clients build better portfolios with data-driven insights.][added: solutions, insights and the client experience.]

We provide critical tools and solutions that enable investors to navigate the complexities of the investment [removed: industry,] [added: process,] better understand drivers of performance and risk, and build portfolios more effectively and efficiently to achieve their [added: unique] investment objectives.

We are focused on the following key [removed: initiatives to deliver actionable and integrated client solutions:][added: initiatives:]

[removed: *•Extend] [added: - *Extend] leadership in research-enhanced content across asset classes.* We [removed: aim to] develop innovative solutions that incorporate proprietary and differentiated content.

In addition to enhancing our position as a leading provider of tools and solutions for equity investors globally, we [removed: also prioritize enhancing] [added: are focused on continuing to grow and enhance] our content for other asset classes and strategies, including private assets, sustainability and climate, thematics, factors, fixed income and [removed: liquidity, all of which we believe represent significant growth opportunities.][added: liquidity.]

- *Lead the enablement of sustainability and climate investment integration* by delivering data, insights and applications that help clients identify, assess and manage financially material sustainability [added: and climate] risks and opportunities.

[removed: We] [added: Through our integrated business model and operations, we] also utilize our sustainability and climate data and research in our index, analytics and private asset offerings.

- *Enhance distribution and content-enabling technology.* We are developing advanced technology to drive efficiency, accelerate innovation and enhance client [removed: experiences.][added: experience.]

- *Execute strategic partnerships and acquisitions with complementary data, content and technology companies.* We regularly evaluate and selectively pursue strategic partnerships with, and acquisitions of, providers of unique and differentiated data, content, products and technologies that we believe can enhance or expand our [removed: offerings] [added: offerings, capabilities] and client base.

Clients purchase our products and services primarily through recurring fixed and variable fee arrangements, which historically have [removed: delivered] [added: contributed to] stable revenue and [removed: predictable] [added: greater] cash [removed: flows.][added: flow predictability, although variable fees may fluctuate with market levels and client activity.]

Our disciplined [removed: capital-allocation] [added: capital allocation] policy provides us with flexibility to balance [removed: internal resources and] investment [removed: needs,] [added: in our business,] acquisitions and shareholder returns through dividends and [removed: opportunistic] share repurchases.

For the year ended December 31, [removed: 2024,] [added: 2025,] we had the following five operating segments: Index, Analytics, [removed: ESG] [added: Sustainability] and Climate, Real Assets and Private Capital Solutions, which are presented as the following three reportable segments: Index, Analytics, and [removed: ESG] [added: Sustainability] and Climate.

Clients use our indexes [removed: in] [added: to support] many areas of the investment process, including for developing indexed financial products [removed: (*e.g.*,] [added: (e.g.,] ETFs, mutual funds, annuities, futures, options, structured products, over-the-counter derivatives), performance benchmarking, portfolio construction and rebalancing, [removed: and] asset [removed: allocation.][added: allocation, and creating custom indexes.]

[removed: They] [added: Clients] can access our index data directly from MSCI or through third-party vendors worldwide.

Our research-based data, analytics and indexes, supported by advanced technology, set standards for global investors and help our clients understand risks and opportunities, make better investment decisions and unlock innovation.

We are focused on supporting investors’ total portfolio needs across asset classes through our integrated solutions.

We use advanced technology, including artificial intelligence (“AI”), to improve how we collect and validate data and enhance the capabilities and insights we deliver to clients.

We consider the distinct needs of different client types when developing our tools and solutions.

We serve many client types across the global investment ecosystem and align our tools and solutions to support their data, analytical, research and workflow needs.

Our client types include:

- Asset managers, including managers of institutional funds and accounts, mutual funds, ETFs, and other public-market strategies, as well as private-markets general partners

- Hedge fund managers, including of equity hedge funds, fixed income hedge funds, multi-strategy hedge funds and multi-manager hedge funds

- Wealth managers, including wealth management divisions of broker-dealers, RIAs, private banks, multi-family offices, digital wealth and brokerage platforms

- Insurance companies, including reinsurers

and constraints.

- *Proprietary content, delivered at scale through flexible technology* and AI.

Our proprietary data and research underpin our solutions.

We use advanced technology, including AI, to strengthen data quality, expand coverage and accelerate how we deliver insights generated from our proprietary content.

We believe these areas represent significant long-term growth opportunities and are necessary to deliver total portfolio solutions that enable an integrated view of risk and return across asset classes, strategies, and public and private markets.

- *Grow strategic client relationships and expand presence across new client types.* We aim to be a strategic partner to our clients by anticipating their needs, offering differentiated solutions and insights, and delivering a seamless client experience.

While maintaining our strong position with asset managers, we are also focused on expanding our presence with hedge funds, wealth managers, banks and broker-dealers, asset owners, insurance companies, corporates and proprietary market makers, each representing distinct growth opportunities with specialized needs we believe we are uniquely positioned to address.

- *Apply AI to accelerate product innovation.* We are applying AI across our organization to enhance and accelerate content creation, data processing and analytics, and development of differentiated products and solutions.

These solutions include custom index capabilities that allow clients to translate investment views, constraints or regulatory requirements into benchmarks and other index-linked products.

We are prioritizing open, scalable distribution that allows clients to access and integrate MSCI content and analytical tools into their own platforms and workflows, including through APIs, data vendors and third-party distribution partners, as well as cloud-based tools.

In the first quarter of 2025 we retitled our “ESG and Climate” operating and reportable segment as “Sustainability and Climate” to reflect the breadth of our product offerings.

The change did not affect the composition of our operating or reportable segments or our historical segment results.

Our index families span multiple asset classes, geographies and investment strategies.

- *MSCI Market Cap Indexes*.

MSCI Market Cap Indexes are designed to measure the performance of global equity markets.

factor.

MSCI Private Asset Indexes enable investors to assess the performance of unlisted assets across private equity, credit, real estate, infrastructure and natural resources and facilitate a holistic view across public and private markets.

- *Sustainability Indexes.* Sustainability Indexes seek to support the needs of sustainable investing strategies by applying specific screening and eligibility criteria relevant to the target investment goals.

- *Climate Indexes*.

Climate Indexes are designed to support climate focused investment strategies and can help investors seeking to align with global climate goals as defined by the Paris Agreement.

Investors use custom indexes to create tailored benchmarks, support direct indexing, design structured products and custom baskets, and implement active ETF strategies, and can update designs over time as objectives evolve.

reduces the operational burden on clients to independently source this information and populate it in our Analytics products.

Our Sustainability and Climate research team analyzes over 9,0002 entities worldwide, and we will continue to expand and deepen our coverage, including to address a broader set of emerging risks and opportunities.

- *GeoSpatial Asset Intelligence*.

Our Geospatial Asset Intelligence tool helps clients, including investors and lenders, explore location-specific exposures and quantify financial impact, including for physical and nature-related risks.

It provides drill-down insights into individual real asset locations, to support risk management, due diligence, regulatory compliance and engagement.

Our products and services include datasets on companies, funds and transactions; standardized classifications and methodologies; benchmarks and portfolio analytics for performance measurement, attribution, scenario analysis and risk; and tools that support reporting by limited partners and general partners.

- *Private Capital Portfolio Management*.

The offering enables users to analyze portfolio exposures, manage investment activity and support reporting across private asset classes.

- *Total Plan Manager.* The Total Plan Manager provides integrated portfolio management and analytics designed to support oversight of investment portfolios across public and private assets.

We are a leading provider of critical decision support tools and solutions for the global investment community.

Our mission-critical offerings help investors navigate the complexities of a dynamic and evolving investment landscape.

Leveraging our deep knowledge of the global investment process and our expertise in research, data and technology, we enable our clients to understand and analyze key drivers of risk and return and build portfolios more effectively.

We are focused on leveraging advanced technologies, including using artificial intelligence (“AI”) to enhance our products and services.

Our clients comprise a wide spectrum of the global investment industry and include the following key client types:

- Asset managers, including managers of institutional funds and accounts, mutual funds, hedge funds, ETFs, insurance products, private banking products and real estate investment trusts

- Wealth managers, including large wealth management organizations, robo-advisors and self-directed brokerages

- Real Estate Professionals, including brokers, agents, developers, lenders and appraisers

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

- *Strong product innovation, supported by flexible and scalable technology* developed by our global team of sophisticated technology and data professionals, enables clients to use MSCI, third-party and their own content efficiently and cost-effectively.

MSCI’s research, tools and solutions aim to provide the transparency our clients need to integrate sustainability and climate risks and opportunities into their investment processes.

We increasingly utilize proprietary and third-party technologies, including AI, to enhance our ability to gather and analyze data, create content and automate and enhance the efficiency of many of our processes.

Our open-architecture Investment Solutions as a Service (“ISaaS”) offerings include MSCI ONE, an integrated platform that provides access to investment content across a number of

our products and solutions.

These types of offerings help us deliver MSCI content and solutions to our clients at scale.

We aim to further enhance how we support our clients’ investment objectives by offering solutions that allow clients to reflect their customized preferences.

- *Strengthen client relationships and expand our presence in key geographic areas.* We aim to be a strategic partner to members of the investment community by anticipating their needs, promoting the full breadth of our tools, data and solutions, and building a seamless experience across our offerings.

Our client coverage team, including dedicated account managers, ensures that we are engaging with our clients in a holistic and integrated manner.

We are expanding into new geographies, tailoring products to meet local market needs and unlocking opportunities with both emerging and established client segments.

We target acquisitions and strategic relationships that can be efficiently integrated.

Recent acquisitions include Fabric, a wealth technology platform for portfolio design and analytics, and Foxberry, a provider of index technology, which strengthen our wealth management and index customization capabilities, respectively.

In 2024, we also entered into a strategic partnership with Moody’s Corporation to leverage our sustainability data and gain access to Moody’s private company database to extend our private company sustainability coverage.

- *MSCI Global Equity Indexes.* MSCI Global Equity Indexes are designed to measure returns across a wide variety of equity markets, size segments, sectors and industries.

- *ESG and Climate Indexes.* ESG and Climate Indexes are constructed from underlying MSCI indexes by applying additional data from our ESG and Climate segment to the eligibility, weighting or other index construction criteria.

Investors with unique index requirements can design an index to meet their specific needs and update the index design over time to support their evolving investment strategies.

- *Real Assets Indexes*.

Real Assets Indexes provide transparency and insight into real asset strategies, including performance of portfolios across private real estate investments, REITs and others.

Private Capital Indexes encompass the full spectrum of private asset classes, including private equity, private credit, private real estate, private infrastructure and private natural resources and aim to meet investor needs in private markets, with high quality data and consistent performance measurement of private capital funds.

Our Private Capital Index products are reported under All Other – Private Assets.

We provide data, ratings, research and tools to help investors navigate increasing regulation, meet new client demands and better integrate sustainability and climate considerations into their investment processes.

Our ESG and Climate research team analyzes over 10,0003 entities worldwide, and we will continue to expand and deepen our coverage to help investors and others in their asset allocation, portfolio construction and risk management processes.

2 Products and services in our ESG and Climate segment are provided by MSCI ESG Research LLC, a wholly owned subsidiary of MSCI Inc. that is registered with the U.S. Securities and Exchange Commission (SEC) as an Investment Adviser under the Investment Advisers Act of 1940.

MSCI ESG Ratings are used as an input in the construction and calculation of MSCI ESG indexes, which are not subject to our SEC registration.

MSCI indexes are products of MSCI Inc., and MSCI Limited and MSCI Deutschland GmbH are the benchmark administrators.

For a description of regulation applicable to MSCI ESG Research LLC, see “—Regulation” below.

- *Portfolio Income Insights.* Our Portfolio Income Insights solution enables investors to proactively measure and manage income risk.

This offering uses intuitive dashboards, bond-equivalent rating scores and a proprietary global tenant grading system to enable investors to better understand the likelihood of current and future tenant risk across assets and portfolios.

- *Property Intel*.

- *Private i Platform*.

- *Total Plan Platform*.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

The aggregate market value of Common Stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter (based on the closing price of these securities as reported by The New York Stock Exchange on June 30, [removed: 2024)] [added: 2025)] was [removed: $36,725,364,815.][added: $43,149,826,814.]

As of January [removed: 31, 2025,] [added: 30, 2026,] there were [removed: 77,651,999] [added: 73,474,042] shares of the registrant’s Common Stock, par value $0.01 per share, outstanding.

Documents incorporated by reference: Portions of the registrant’s proxy statement for its [removed: 2025] [added: 2026] Annual Meeting of Stockholders, to be filed within 120 days of the end of the fiscal year ended December 31, [removed: 2024,] [added: 2025,] are incorporated herein by reference into Part III of this Form 10-K.

FOR THE YEAR ENDED DECEMBER 31, [removed: 2024][added: 2025]

| [Item [removed: 1.](#i52dfffc84ac348c783d08b66937cc98a_16)] [added: 1.](#ic65d67a7062d4f64a82bdca4c5f72dd5_16)] | | | [removed: [Business](#i52dfffc84ac348c783d08b66937cc98a_16)] [added: [Business](#ic65d67a7062d4f64a82bdca4c5f72dd5_16)] | | | [removed: [2](#i52dfffc84ac348c783d08b66937cc98a_16)] [added: [2](#ic65d67a7062d4f64a82bdca4c5f72dd5_16)] | | |

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MSCI, Barra, [removed: RiskMetrics, Real Capital Analytics] [added: RiskMetrics] and other MSCI brands and product names are the trademarks, service marks or registered trademarks of MSCI, its subsidiaries or licensors in the United States and/or other jurisdictions.*

| | | | [PART I](#ic65d67a7062d4f64a82bdca4c5f72dd5_13) | | | | | |

| | | | [PART II](#ic65d67a7062d4f64a82bdca4c5f72dd5_37) | | | | | |

| | | | [PART III](#ic65d67a7062d4f64a82bdca4c5f72dd5_229) | | | | | |

| | | | [PART IV](#ic65d67a7062d4f64a82bdca4c5f72dd5_247) | | | | | |

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

| | | | [PART I](#i52dfffc84ac348c783d08b66937cc98a_13) | | | | | |

| | | | [PART II](#i52dfffc84ac348c783d08b66937cc98a_37) | | | | | |

| | | | [PART III](#i52dfffc84ac348c783d08b66937cc98a_223) | | | | | |

| | | | [PART IV](#i52dfffc84ac348c783d08b66937cc98a_241) | | | | | |

We recognize the importance of identifying, assessing and managing material cybersecurity risks, including, among other things, [added: damage to] our operations; intellectual property theft; fraud; extortion; violation of data privacy or cybersecurity laws; legal and regulatory [removed: risk;] [added: actions;] and reputational [removed: risks.][added: damage.]

In addition, our management-level Information and Technology Risk Oversight Committee (“ITROC”), led by our CISO, and including senior leaders such as our [removed: President and] COO, CFO and General Counsel, [removed: 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.

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 [removed: standards.][added: standard.]

- Regular internal and external security audits and penetration [removed: tests by third-party security vendors;][added: tests;]

- [removed: Testing] [added: Assessment] of new products and services to identify potential security vulnerabilities before release;

- Periodic red- and purple-team [removed: assessments from third-party service providers;][added: assessments;]

- Business resiliency planning with [added: IT] disaster recovery and business continuity testing;

- A cross-functional approach to addressing cybersecurity risk, with participation from Technology, [added: Operations,] Risk, [added: Finance,] Legal, Compliance, Privacy and Internal Audit functions; and

Our IT risk program also includes an incident response plan [removed: that provides] for how we detect, respond to and recover from cybersecurity incidents, [removed: which include] [added: 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.

Our processes also address cybersecurity [removed: 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.

Although we perform diligence on third parties and monitor cybersecurity [removed: 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.

In the last three fiscal years [added: 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.

Cybersecurity is an important part of our risk management processes and an area of [removed: increasing] focus for our Board of Directors (“Board”) and management.

Material cybersecurity risks are also considered during Board and [added: 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.

[added: Our CISO oversees a team of approximately] 50 professionals charged with the ongoing management of our cybersecurity risk and strategy.

We periodically conduct cross‑functional tabletop exercises, and lessons learned are incorporated into our playbooks and controls.

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

Our CISO oversees a team of approximately

As of December 31, [removed: 2024,] [added: 2025,] our principal offices consisted of the following leased properties:

| Location | | | | | | Square Feet | | | | | | [added: | | |] Expiration Date | | |

| New York, New York | | | | | | 125,811 | | | (1) | | | [added: | | |] February 28, 2033 | | |

| Budapest, Hungary | | | | | | 70,833 | | | (2) | | | [added: | | |] February 28, 2029 | | |

| Mumbai, India | | | | | | 63,143 | | | | | | [added: | | |] July 31, 2032 | | |

| Monterrey, Mexico | | | | | | 56,213 | | | | | | [added: | | |] October 31, 2028 | | |

| London, England | | | | | | 30,519 | | | | | | [added: | | |] December 25, 2026 | | |

| Pune, India | | | | | | 24,434 | | | | | | [removed: January 19, 2026] | | | [added: February 28, 2029 | | |]

| Manila, Philippines | | | | | | 20,904 | | | | | | [added: | | |] February 28, 2027 | | |

| Stellenbosch, South Africa | | | | | | 18,611 | | | | | | [added: | | |] September 30, [removed: 2026] [added: 2031] | | |

| Coimbatore, India | | | | | | [removed: 12,300] [added: 17,960] | | | | | | [added: | | |] August 27, 2026 | | |

(1)As of December 31, [removed: 2024,] [added: 2025,] 41,759 square feet of this location have been subleased.

(2)As of December 31, [removed: 2024,] [added: 2025,] 17,059 square feet of this location have been subleased.

As of December 31, [removed: 2024,] [added: 2025,] we had more than 30 leased and occupied locations of which the principal offices are listed above.

We [removed: also] anticipate that suitable additional or alternative space, including those under lease options, will be available at commercially reasonable terms for future expansion.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Sofia, Bulgaria | | | | | | 11,582 | | | | | | | | | October 14, 2027 | | |

With 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.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Berkeley, California | | | | | | 19,808 | | | | | | February 28, 2030 | | |

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

Our common stock is traded on the New York Stock Exchange under the symbol “MSCI.” As of January [removed: 31, 2025,] [added: 30, 2026,] there were [removed: 301] [added: 292] shareholders of record of our common stock.

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, [removed: 2024.][added: 2025.]

| 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 [removed: Programs(3)] [added: Programs (in millions)(3)] | | |

There were no unregistered sales of equity securities in the year ended December 31, [removed: 2024.][added: 2025.]

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, [removed: 2019] [added: 2020] assuming an investment of $100 at the closing price on December 31, [removed: 2019.][added: 2020.]

[removed: ][added: ]

| | | | | | | December 31, [removed: 2019] [added: 2020] | | | | | | December 31, [removed: 2020] [added: 2021] | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2024] [added: 2025] | | |

| 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 | |

| 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 | | |

| 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 | |

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

| 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 | | |

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

| [Report of Independent Registered Public Accounting [removed: Firm](#i52dfffc84ac348c783d08b66937cc98a_145)] [added: Firm](#ic65d67a7062d4f64a82bdca4c5f72dd5_148)] [(PCAOB [removed: ID](#i52dfffc84ac348c783d08b66937cc98a_145)] [added: ID](#ic65d67a7062d4f64a82bdca4c5f72dd5_148)] 238) | | | [removed: [59](#i52dfffc84ac348c783d08b66937cc98a_145)] [added: [60](#ic65d67a7062d4f64a82bdca4c5f72dd5_148)] | | |

| [Consolidated Statements of Financial Condition as of December 31, [removed: 2024 and] [added: 202](#ic65d67a7062d4f64a82bdca4c5f72dd5_151)[5](#ic65d67a7062d4f64a82bdca4c5f72dd5_151) [and] December 31, [removed: 2023](#i52dfffc84ac348c783d08b66937cc98a_148)] [added: 20](#ic65d67a7062d4f64a82bdca4c5f72dd5_151)[24](#ic65d67a7062d4f64a82bdca4c5f72dd5_151)] | | | [removed: [62](#i52dfffc84ac348c783d08b66937cc98a_148)] [added: [63](#ic65d67a7062d4f64a82bdca4c5f72dd5_151)] | | |

| [Consolidated Statements of Income for the Years Ended December 31, [removed: 2024,] [added: 202](#ic65d67a7062d4f64a82bdca4c5f72dd5_154)[5](#ic65d67a7062d4f64a82bdca4c5f72dd5_154)[,] December 31, [removed: 2023,] [added: 202](#ic65d67a7062d4f64a82bdca4c5f72dd5_154)[4](#ic65d67a7062d4f64a82bdca4c5f72dd5_154)[,] and December 31, [removed: 2022](#i52dfffc84ac348c783d08b66937cc98a_151)] [added: 202](#ic65d67a7062d4f64a82bdca4c5f72dd5_154)[3](#ic65d67a7062d4f64a82bdca4c5f72dd5_154)] | | | [removed: [63](#i52dfffc84ac348c783d08b66937cc98a_151)] [added: [64](#ic65d67a7062d4f64a82bdca4c5f72dd5_154)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2024,] [added: 202](#ic65d67a7062d4f64a82bdca4c5f72dd5_157)[5](#ic65d67a7062d4f64a82bdca4c5f72dd5_157)[,] December 31, [removed: 2023,] [added: 202](#ic65d67a7062d4f64a82bdca4c5f72dd5_157)[4](#ic65d67a7062d4f64a82bdca4c5f72dd5_157)[,] and December 31, [removed: 2022](#i52dfffc84ac348c783d08b66937cc98a_154)] [added: 202](#ic65d67a7062d4f64a82bdca4c5f72dd5_157)[3](#ic65d67a7062d4f64a82bdca4c5f72dd5_157)] | | | [removed: [64](#i52dfffc84ac348c783d08b66937cc98a_154)] [added: [65](#ic65d67a7062d4f64a82bdca4c5f72dd5_157)] | | |

| [Consolidated Statements of Shareholders’ Equity (Deficit) for the Years Ended December 31, [removed: 2024,] [added: 202](#ic65d67a7062d4f64a82bdca4c5f72dd5_160)[5](#ic65d67a7062d4f64a82bdca4c5f72dd5_160)[,] December 31, [removed: 2023,] [added: 202](#ic65d67a7062d4f64a82bdca4c5f72dd5_160)[4](#ic65d67a7062d4f64a82bdca4c5f72dd5_160)[,] and December 31, [removed: 2022](#i52dfffc84ac348c783d08b66937cc98a_157)] [added: 202](#ic65d67a7062d4f64a82bdca4c5f72dd5_160)[3](#ic65d67a7062d4f64a82bdca4c5f72dd5_160)] | | | [removed: [65](#i52dfffc84ac348c783d08b66937cc98a_157)] [added: [66](#ic65d67a7062d4f64a82bdca4c5f72dd5_160)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2024,] [added: 202](#ic65d67a7062d4f64a82bdca4c5f72dd5_163)[5](#ic65d67a7062d4f64a82bdca4c5f72dd5_163)[,] December 31, [removed: 2023,] [added: 202](#ic65d67a7062d4f64a82bdca4c5f72dd5_163)[4](#ic65d67a7062d4f64a82bdca4c5f72dd5_163)[,] and December 31, [removed: 2022](#i52dfffc84ac348c783d08b66937cc98a_160)] [added: 202](#ic65d67a7062d4f64a82bdca4c5f72dd5_163)[3](#ic65d67a7062d4f64a82bdca4c5f72dd5_163)] | | | [removed: [66](#i52dfffc84ac348c783d08b66937cc98a_160)] [added: [67](#ic65d67a7062d4f64a82bdca4c5f72dd5_163)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i52dfffc84ac348c783d08b66937cc98a_163)] [added: Statements](#ic65d67a7062d4f64a82bdca4c5f72dd5_166)] | | | [removed: [67](#i52dfffc84ac348c783d08b66937cc98a_163)] [added: [68](#ic65d67a7062d4f64a82bdca4c5f72dd5_166)] | | |

| [1. Introduction and Basis of [removed: Presentation](#i52dfffc84ac348c783d08b66937cc98a_166)] [added: Presentation](#ic65d67a7062d4f64a82bdca4c5f72dd5_169)] | | | [removed: [67](#i52dfffc84ac348c783d08b66937cc98a_166)] [added: [68](#ic65d67a7062d4f64a82bdca4c5f72dd5_169)] | | |

| [2. Recent Accounting [removed: Pronouncements](#i52dfffc84ac348c783d08b66937cc98a_169)] [added: Pronouncements](#ic65d67a7062d4f64a82bdca4c5f72dd5_172)] | | | [removed: [72](#i52dfffc84ac348c783d08b66937cc98a_169)] [added: [73](#ic65d67a7062d4f64a82bdca4c5f72dd5_172)] | | |

| [4. Earnings per Common [removed: Share](#i52dfffc84ac348c783d08b66937cc98a_178)] [added: Share](#ic65d67a7062d4f64a82bdca4c5f72dd5_181)] | | | [removed: [74](#i52dfffc84ac348c783d08b66937cc98a_178)] [added: [76](#ic65d67a7062d4f64a82bdca4c5f72dd5_181)] | | |

| [8. Property, Equipment and Leasehold Improvements, [removed: Net](#i52dfffc84ac348c783d08b66937cc98a_190)] [added: Net](#ic65d67a7062d4f64a82bdca4c5f72dd5_193)] | | | [removed: [80](#i52dfffc84ac348c783d08b66937cc98a_190)] [added: [80](#ic65d67a7062d4f64a82bdca4c5f72dd5_193)] | | |

| [9. Goodwill and Intangible Assets, [removed: Net](#i52dfffc84ac348c783d08b66937cc98a_193)] [added: Net](#ic65d67a7062d4f64a82bdca4c5f72dd5_196)] | | | [removed: [80](#i52dfffc84ac348c783d08b66937cc98a_193)] [added: [81](#ic65d67a7062d4f64a82bdca4c5f72dd5_196)] | | |

| [10. Employee [removed: Benefits](#i52dfffc84ac348c783d08b66937cc98a_196)] [added: Benefits](#ic65d67a7062d4f64a82bdca4c5f72dd5_199)] | | | [removed: [81](#i52dfffc84ac348c783d08b66937cc98a_196)] [added: [82](#ic65d67a7062d4f64a82bdca4c5f72dd5_199)] | | |

| [11. Shareholders' Equity [removed: (Deficit)](#i52dfffc84ac348c783d08b66937cc98a_199)] [added: (Deficit)](#ic65d67a7062d4f64a82bdca4c5f72dd5_202)] | | | [removed: [82](#i52dfffc84ac348c783d08b66937cc98a_199)] [added: [83](#ic65d67a7062d4f64a82bdca4c5f72dd5_202)] | | |

| [12. Income [removed: Taxes](#i52dfffc84ac348c783d08b66937cc98a_202)] [added: Taxes](#ic65d67a7062d4f64a82bdca4c5f72dd5_549755814633)] | | | [removed: [87](#i52dfffc84ac348c783d08b66937cc98a_202)] [added: [88](#ic65d67a7062d4f64a82bdca4c5f72dd5_549755814633)] | | |

| [13. Segment [removed: Information](#i52dfffc84ac348c783d08b66937cc98a_205)] [added: Information](#ic65d67a7062d4f64a82bdca4c5f72dd5_208)] | | | [removed: [89](#i52dfffc84ac348c783d08b66937cc98a_205)] [added: [91](#ic65d67a7062d4f64a82bdca4c5f72dd5_208)] | | |

| [14. Subsequent [removed: Events](#i52dfffc84ac348c783d08b66937cc98a_208)] [added: Events](#ic65d67a7062d4f64a82bdca4c5f72dd5_211)] | | | [removed: [92](#i52dfffc84ac348c783d08b66937cc98a_208)] [added: [94](#ic65d67a7062d4f64a82bdca4c5f72dd5_211)] | | |

We have audited the accompanying consolidated statements of financial condition of MSCI Inc. and its subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income, of comprehensive income, of [removed: shareholders’] [added: shareholders'] equity (deficit) and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to [added: the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.]

As described in Notes 1 and 3 to the consolidated financial statements, the Company recognized operating revenues of [removed: $2.6] [added: $2.9] billion for the year ended December 31, [removed: 2024,] [added: 2025,] related to recurring subscriptions, asset-based fees, and non-recurring revenues from the Index, Analytics, and [removed: ESG] [added: Sustainability] and Climate segments.

*Goodwill Impairment [removed: Assessments] [added: Assessment] – [removed: Real Assets and] Private Capital Solutions Reporting [removed: Units*][added: Unit*]

As described in Notes 1 and 9 to the consolidated financial statements, the Company’s goodwill balance was $2.9 billion as of December 31, [removed: 2024.][added: 2025.]

As disclosed by management, as of December 31, [removed: 2024,] [added: 2025,] the carrying value of goodwill within the [removed: Real Assets and] Private Capital Solutions reporting [removed: units] [added: unit] was [removed: $689.8 and $617.8 million, respectively.][added: $618 million.]

The principal considerations for our determination that performing procedures relating to the goodwill impairment [removed: assessments] [added: assessment] of the [removed: Real Assets and] Private Capital Solutions reporting [removed: units] [added: unit] is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the [removed: Real Assets and] Private Capital Solutions reporting [removed: units;] [added: unit;] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, projected EBITDA margins, [added: the] discount [removed: rates,] [added: rate,] guideline companies, and valuation multiples; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment [removed: assessments,] [added: assessment,] including controls over the valuation of the [removed: Real Assets and] Private Capital Solutions reporting [removed: units.][added: unit.]

[removed: These procedures also included,] among others (i) testing management’s process for developing the fair value estimate of the [removed: Real Assets and] Private Capital Solutions reporting [removed: units;] [added: unit;] (ii) evaluating the appropriateness of the income approach and market approach used by management; (iii) [added: testing the completeness and accuracy of underlying data used in the income approach and market approach; and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, projected EBITDA margins, the discount rate, guideline companies, and valuation multiples.]

Evaluating management’s assumptions related to certain revenue growth rates and projected EBITDA margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the [removed: Real Assets and] Private Capital Solutions reporting [removed: units;] [added: unit;] (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

| (In thousands, except per share and share data) | | | | | | December 31, [removed: 2024] [added: 2025] | | | | | | December 31, [removed: 2023] [added: 2024] | | |

| Cash and cash equivalents (includes restricted cash of [removed: $3,497] [added: $3,667] and [removed: $3,878] [added: $3,497] at December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] respectively) | | | | | | $ | [removed: 409,351] [added: 515,332] | | | | | $ | [removed: 461,693] [added: 409,351] | |

| Accounts receivable (net of allowances of [removed: $5,284] [added: $6,421] and [removed: $3,968] [added: $5,284] at December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] respectively) | | | | | | [removed: 820,709] [added: 986,712] | | | | | | [removed: 839,555] [added: 820,709] | | |

| Prepaid income taxes | | | | | | [removed: 48,162] [added: 69,281] | | | | | | [removed: 59,002] [added: 48,162] | | |

| Prepaid and other assets | | | | | | [removed: 65,799] [added: 73,444] | | | | | | [removed: 57,903] [added: 65,799] | | |

| Total current assets | | | | | | [removed: 1,344,021] [added: 1,644,769] | | | | | | [removed: 1,418,153] [added: 1,344,021] | | |

| Property, equipment and leasehold improvements, net | | | | | | [removed: 70,885] [added: 87,299] | | | | | | [removed: 55,920] [added: 70,885] | | |

| Right of use assets | | | | | | [removed: 119,435] [added: 112,873] | | | | | | [removed: 115,243] [added: 119,435] | | |

| Goodwill | | | | | | [removed: 2,915,167] [added: 2,923,362] | | | | | | [removed: 2,887,692] [added: 2,915,167] | | |

| Intangible assets, net | | | | | | [removed: 907,613] [added: 832,513] | | | | | | [removed: 956,234] [added: 907,613] | | |

| [3. Revenue Recognition](#ic65d67a7062d4f64a82bdca4c5f72dd5_175) | | | [74](#ic65d67a7062d4f64a82bdca4c5f72dd5_175) | | |

| [5. Acquisitions](#ic65d67a7062d4f64a82bdca4c5f72dd5_184) | | | [76](#ic65d67a7062d4f64a82bdca4c5f72dd5_184) | | |

| [6. Debt](#ic65d67a7062d4f64a82bdca4c5f72dd5_187) | | | [77](#ic65d67a7062d4f64a82bdca4c5f72dd5_187) | | |

| [7. Leases](#ic65d67a7062d4f64a82bdca4c5f72dd5_190) | | | [79](#ic65d67a7062d4f64a82bdca4c5f72dd5_190) | | |

These procedures also included,

February 6, 2026

| Net income | | | | | | | | | | | | | | | | | | | | | | | | 1,202,305 | | | | | | | | | | | | 1,202,305 | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2025 | | | | | | $ | 1,343 | | | | | $ | (9,834,442) | | | | | $ | 1,802,528 | | | | | $ | 5,427,600 | | | | | $ | (51,569) | | | | | $ | (2,654,540) | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | | | | $ | 1,202,305 | | | | | $ | 1,109,128 | | | | | $ | 1,148,592 | |

| Gain on remeasurement of equity method investment | | | | | | — | | | | | | — | | | | | | (143,029) | | |

| Amortization of intangible assets | | | | | | 169,480 | | | | | | 164,037 | | | | | | 114,429 | | |

| Depreciation and amortization of property, equipment and leasehold improvements | | | | | | 23,405 | | | | | | 16,978 | | | | | | 21,009 | | |

| Loss on investment in investee | | | | | | 11,768 | | | | | | — | | | | | | — | | |

| Proceeds from exercise of stock options | | | | | | 6,975 | | | | | | — | | | | | | — | | |

Our research-based data, analytics and indexes, supported by advanced technology, set standards for global investors and help our clients understand risks and opportunities, make better investment decisions and unlock innovation.

In the first quarter of 2025, we renamed our “ESG and Climate” operating and reportable segment to “Sustainability and Climate” to reflect the breadth of our product offerings.

There were no changes to the composition of our operating or reportable segments, the financial information reviewed by our chief operating decision maker (“CODM”), or our historical segment operating results.

These performance obligations are typically satisfied over time, and operating revenues are recognized ratably over the term of the service period.

PPOs are stock options with an exercise price set above MSCI’s market price on the grant date.

The fair value of PPOs at grant date is determined using a lattice model.

A lattice model derives the expected term based on an assumption that the likelihood of exercise will increase when the share price reaches a defined multiple of the strike price.

The Company’s management believes the resolution of tax matters

| Balance as of December 31, 2025 | | | | | | $ | 6,421 | |

As of July 1, 2025, the Company had selected to bypass the optional qualitative assessment for the Real Assets and PCS reporting units.

This decision was based on the relatively low excess of fair value over carrying value observed in the prior year’s analysis.

Therefore, a quantitative goodwill impairment test was performed for both Real Assets and PCS.

For the Index, Analytics, and Sustainability and Climate reporting units, the Company performed a qualitative assessment.

The quantitative test for impairment

used an equal weighting of the income approach and the market approach to estimate the fair value of the Real Assets and PCS reporting units.

prospective basis.

In July 2025, the FASB issued Accounting Standards Update No. 2025-05 “Financial Instruments—Credit Losses (Topic 326)” or ASU 2025-05.

The amendments in ASU 2025-05 permit entities to elect a practical expedient when estimating expected credit losses on accounts receivable and contract assets.

Under this election, entities may assume that current conditions as of the balance sheet date do not change for the remaining life of accounts receivable and contract assets when developing forecasts as part of estimating expected credit losses.

ASU 2025-05 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2026 and interim period reporting beginning in 2026 on a prospective basis.

The Company is currently evaluating the impact that adoption of this standard will have on its consolidated financial statements.

In September 2025, the FASB issued Accounting Standards Update No. 2025-06 “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)” or ASU 2025-06.

The amendments in ASU 2025-06 remove references to prescriptive and sequential software development stages.

The amendments also require entities to begin capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used as intended.

| [3. Revenue Recognition](#i52dfffc84ac348c783d08b66937cc98a_172) | | | [72](#i52dfffc84ac348c783d08b66937cc98a_172) | | |

| [5. Acquisitions](#i52dfffc84ac348c783d08b66937cc98a_181) | | | [74](#i52dfffc84ac348c783d08b66937cc98a_181) | | |

| [6. Debt](#i52dfffc84ac348c783d08b66937cc98a_184) | | | [77](#i52dfffc84ac348c783d08b66937cc98a_184) | | |

| [7. Leases](#i52dfffc84ac348c783d08b66937cc98a_187) | | | [79](#i52dfffc84ac348c783d08b66937cc98a_187) | | |

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

testing the completeness and accuracy of underlying data used in the income approach and market approach; and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, projected EBITDA margins, discount rates, guideline companies, and valuation multiples.

February 7, 2025

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Current portion of long-term debt | | | | | | — | | | | | | 10,902 | | |

| | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2021 | | | | | | $ | 1,332 | | | | | $ | (4,540,144) | | | | | $ | 1,457,623 | | | | | $ | 2,976,517 | | | | | $ | (58,795) | | | | | $ | (163,467) | | | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | 870,573 | | | | | | | | | | | | 870,573 | | | | | |

| Acquisition of equity method investment | | | | | | — | | | | | | — | | | | | | (5) | | |

| Supplemental disclosure of non-cash financing activities | | | | | | | | | | | | | | | | | | | | |

| Cash dividends declared, but not yet paid | | | | | | $ | 1,585 | | | | | $ | 1,941 | | | | | $ | 3,748 | |

MSCI Inc., together with its wholly owned subsidiaries (the “Company” or “MSCI”) is a leading provider of critical decision support tools and solutions for the global investment community.

Our mission-critical offerings help investors navigate the complexities of a dynamic and evolving investment landscape.

Leveraging our deep knowledge of the global investment process and our expertise in research, data and technology, we enable our clients to understand and analyze key drivers of risk and return and build portfolios more effectively.

For implementation services, MSCI meets its performance obligation once the implementation is complete and the related service is available for the client to use.

Operating revenues are recognized at the point in time when the implementation service is completed.

Certain other Real Assets products, including benchmark reports, are recognized at the point in time when the Company satisfies the performance obligation through delivery to the client.

| Balance as of December 31, 2021 | | | | | | $ | 2,337 | |

As of July 1, 2024,the Company performed a quantitative test for impairment and determined that the fair value of all reporting units exceeded their respective carrying values.

changed.

| Recurring subscriptions | | | | | | $ | 729,710 | | | | | $ | 567,004 | | | | | $ | 223,160 | | | | | $ | 139,649 | | | | | $ | 1,659,523 | |

| Non-recurring | | | | | | 45,372 | | | | | | 9,103 | | | | | | 5,151 | | | | | | 1,322 | | | | | | 60,948 | | |

| Total | | | | | | $ | 1,303,209 | | | | | $ | 576,107 | | | | | $ | 228,311 | | | | | $ | 140,971 | | | | | $ | 2,248,598 | |

| Opening (December 31, 2022) | | | | | | $ | 663,236 | | | | | $ | 882,886 | |

| Closing (December 31, 2023) | | | | | | 839,555 | | | | | | 1,083,864 | | |

| Increase/(decrease) | | | | | | $ | 176,319 | | | | | $ | 200,978 | |

| Periods thereafter | | | | | | 221,101 | | |

| Total | | | | | | $ | 2,073,237 | |

| PSUs, RSUs, and PSOs | | | | | | 250 | | | | | | 381 | | | | | | 469 | | |

The Company’s existing 33.6% interest in Burgiss had a fair value at acquisition date of $353.2 million which resulted in a non-taxable gain of $143.0 million which the Company recognized during the three months ended December 31, 2023.

The acquisition of Burgiss provides the Company with comprehensive data and deep expertise in private assets, enabling investors to evaluate fundamental information, measure and compare performance, understand exposures, manage risk, and conduct robust analytics.

The step acquisition has been accounted for as a business combination using the acquisition method of accounting and its results are reported within the Private Capital Solutions operating segment within All Other – Private Assets.

With the step acquisition, the Company renamed the Burgiss operating segment to Private Capital Solutions.

Prior to the step acquisition, Burgiss was accounted for as an equity-method investment.

Based on their evaluation, as of December 31, [removed: 2024,] [added: 2025,] the end of the period covered by this Annual Report on Form 10-K, the Company’s CEO and CFO have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] based on the criteria described in *Internal Control—Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, management, including the Company’s CEO and CFO, concluded that, as of December 31, [removed: 2024,] [added: 2025,] our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

PricewaterhouseCoopers LLP, our independent registered public accounting firm, has audited and issued a report on the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] which appears on page [removed: [59](#i52dfffc84ac348c783d08b66937cc98a_145)] [added: [60](#ic65d67a7062d4f64a82bdca4c5f72dd5_148)] of this Annual Report on Form 10-K.

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

During the three months ended December 31, [removed: 2024,] [added: 2025,] none of the Company’s directors or officers, as defined in Section 16 of the Exchange Act, adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K of the Exchange [removed: Act, except as set forth below.][added: Act.]

On December 4, 2024, C.D. Baer Pettit, the President and Chief Operating Officer of the Company and a member of its Board of Directors, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (the “Trading Plan”).

The Trading Plan provides for the potential sale of up to 20,000 shares of the Company’s common stock and will remain in effect until June 30, 2025, subject to early termination in accordance with its terms.

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

Except for the information relating to our insider trading policies and procedures set forth in the preceding paragraph and our Executive Officers set forth in Part I of this Annual Report on Form 10-K, we incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after December 31, [removed: 2024.][added: 2025.]

Information regarding our Code of Ethics and Business Conduct and Corporate Governance Policies is incorporated herein by reference from our Proxy Statement, which will be filed no later than 120 days after December 31, [removed: 2024.][added: 2025.]

We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after December 31, [removed: 2024.][added: 2025.]

We incorporate by reference the additional information responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after December 31, [removed: 2024.][added: 2025.]

On [removed: February 18, 2016,] [added: March 6, 2025,] the Board of Directors, upon the recommendation of the Compensation & Talent Management Committee of the Board of Directors (the “Compensation Committee”), approved the [removed: MSCI Inc. 2016 Non-Employee Directors Compensation] [added: 2025 Omnibus Incentive] Plan (the [removed: “Directors] [added: “2025 Omnibus] Plan”), a cash and equity incentive compensation plan that was approved by shareholders at the Company’s [removed: 2016] [added: 2025] annual meeting of shareholders.

The [added: 2025] Omnibus Plan replaced the Company’s then existing [removed: equity compensation plan,] [added: 2016 Omnibus Incentive Plan (as amended,] the [added: “2016 Omnibus Plan”) and the] MSCI Inc. [removed: Amended and Restated 2007 Equity Incentive] [added: 2016 Non-Employee Directors] Compensation Plan [removed: (as amended,] [added: (the “2016 Directors Plan” and, together with] the [removed: “2007 Plan”).][added: 2016 Omnibus Plan, the “2016 Plans”) and no further awards will be granted under the 2016 Plans.]

Pursuant to the [added: 2025] Omnibus Plan, the Company reserved [removed: 7,565,483] [added: 6,639,951] shares of common stock for issuance; plus any additional shares which become available due to forfeiture, expiration or cancellation of outstanding awards, which were registered under the Securities Act following approval by the Company’s shareholders.

This is in addition to currently outstanding awards under the [removed: 2007 Plan.][added: 2016 Plans, which will remain outstanding under such plans.]

The following table presents certain information with respect to our equity compensation plans at December 31, [removed: 2024:][added: 2025:]

| | | | | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights [removed: (a)] [added: (a)(1)] | | | | | | Weighted-average exercise price of outstanding options, warrants and rights (b) [removed: (3)] [added: (2)] | | | | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) [removed: (c)] [added: (c)(3)] | | |

| [removed: Equity] [added: Equity] Compensation Plans [added: Not] Approved by Security [removed: Holders] [added: Holders] | | | | | | [added: —] | | | | | | [added: —] | | | | | | [added: —] | | |

| [removed: Equity] [added: Equity] Compensation Plans [removed: Not] Approved by Security [removed: Holders] [added: Holders] | | | | | | [removed: —] [added: 1,717,118] | | | | | | [removed: N/A] [added: $] | [added: 682.32] | | | | | [removed: —] [added: 5,966,540] | | |

Assuming target [removed: number] payout, the number of securities to be issued upon vesting [removed: of PSUs] is [removed: 265,441.][added: 1,024,851.]

[removed: (3)Does] [added: (2)Does] not reflect the unvested RSUs or PSUs included in column (a) because these awards have no exercise price.

| Total | | | | | | 1,717,118 | | | | | | $ | 682.32 | | | | | 5,966,540 | | |

(1)Reflects the maximum number of shares issuable upon vesting of outstanding stock and option awards.

The numbers include 1,017,433 shares of common stock issuable pursuant to awards outstanding under the 2016 Omnibus Plan and 699,685 shares of common stock issuable pursuant to awards outstanding under the 2025 Omnibus Plan.

(3)Represents shares available for future issuance under the 2025 Omnibus Plan.

Upon shareholder approval of the 2025 Omnibus Plan, all shares remaining available under the 2016 Plans rolled over to the 2025 Omnibus Plan, and no further grants may be made under the 2016 Plans.

Outstanding awards under the 2016 Plans that are subsequently forfeited or cancelled become available for issuance under the 2025 Omnibus Plan.

The Directors Plan replaced the Company’s then existing non-employee director compensation plan, the MSCI Inc. Independent Directors’ Equity Compensation Plan (the “2011 Plan”).

The total number of shares authorized to be awarded under the Directors Plan is 352,460, which is equal to the number of shares that remained available for issuance under the 2011 Plan.

On February 18, 2016, the Board of Directors, upon the recommendation of the Compensation Committee, approved the MSCI Inc. 2016 Omnibus Plan (“Omnibus Plan”), an equity incentive compensation plan that was approved by shareholders at the Company’s 2016 annual meeting of shareholders.

Compensation paid to the Company’s executive officers historically complied with the performance-based compensation exception under 162(m) of the IRC (“162(m)”) by being granted pursuant to the MSCI Inc. Performance Formula and Incentive Plan (the “Performance Plan”).

Shareholder approval of the Omnibus Plan constituted approval of the material terms of the performance goals under the Omnibus Plan for purposes of 162(m).

In light of the final Section 162(m) regulations published in December 2020, which, among other things, eliminated the performance-based compensation exception under Section 162(m), the Compensation Committee determined to cease awarding compensation to the Company’s executive officers under the Performance Plan starting with calendar year 2021.

The Omnibus Plan permits the Compensation Committee to make grants of a variety of equity-based awards (such as stock

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

options, stock appreciation rights, restricted stock units, restricted stock, performance awards and other stock-based awards) totaling up to 7,565,483 and other cash-based awards to eligible recipients, including employees and consultants.

No awards will be granted under the Omnibus Plan after the earliest to occur of (i) April 28, 2026, (ii) the maximum number of shares available for issuance having been issued and (iii) the Board of Directors terminating the Omnibus Plan in accordance with its terms.

| | | | | | | | | | | | | | | | | | | | | |

| MSCI Inc. 2016 Omnibus Plan | | | | | | | | | | | | | | | | | | | | |

| Restricted Stock Units (“RSUs”) | | | | | | 215,283 | | | | | | N/A | | | | | | | | |

| Performance Stock Units (“PSUs”)(1) | | | | | | 595,648 | | | | | | N/A | | | | | | | | |

| Performance Stock Options (“PSOs”)(2) | | | | | | 739,026 | | | | | | $570.19 | | | | | | | | |

| Total MSCI Inc. 2016 Omnibus Plan | | | | | | 1,549,957 | | | | | | N/A | | | | | | 2,485,193 | | |

| MSCI Inc. 2016 Non-Employee Directors Compensation Plan (RSUs) | | | | | | 4,569 | | | | | | N/A | | | | | | 262,853 | | |

| Total | | | | | | 1,554,526 | | | | | | N/A | | | | | | 2,748,046 | | |

(1)The numbers included for PSUs in column (a) reflect the maximum payout.

(2)The numbers included for PSOs in column (a) reflect options at the maximum payout.

Assuming target number payout, the number of securities to be issued upon vesting of PSOs is 369,513.

We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after December 31, [removed: 2024.][added: 2025.]

We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after December 31, [removed: 2024.][added: 2025.]

[Table of Content](#i52dfffc84ac348c783d08b66937cc98a_7)[s](#i52dfffc84ac348c783d08b66937cc98a_7)

| 3.2 | | | | | | [removed: [A](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/ex_3x2xmscibylawsx2024upda.htm)[mended] [added: [Amended] and Restated Bylaws](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/ex_3x2xmscibylawsx2024upda.htm) | | | | | | 10-K | | | | | | 001-33812 | | | | | | 3.2 | | | | | | 2/9/2024 | | |

| [removed: 4.14] [added: 4.19] | | | | | | [Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/1408198/000140819825000053/ex4_14.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/1408198/000140819826000011/ex_419xdescriptionofsecuri.htm)] | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |

| 10.1* | | | | | | [Summary of Non-Employee Director [removed: Compensation](https://www.sec.gov/Archives/edgar/data/1408198/000140819825000053/ex_101xdirectorcomp.htm)] [added: Compensation](https://www.sec.gov/Archives/edgar/data/1408198/000140819826000011/ex_101xdirectorcomp202510-k.htm)] | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |

| 10.2* | | | | | | [Non-Employee Director Stock Ownership [removed: Guidelines](https://www.sec.gov/Archives/edgar/data/1408198/000140819823000011/ex_102xnon-employeedirecto.htm)] [added: Guidelines](https://www.sec.gov/Archives/edgar/data/1408198/000140819826000011/ex_102xnon-employeedirecto.htm)] | | | | | | [removed: 10-K] [added: Filed Herewith] | | | | | | [removed: 001-33812] | | | | | | [removed: 10.2] | | | | | | [removed: 2/10/2023] | | |

| 10.3* | | | | | | [MSCI Inc. [removed: 2016] Non-Employee Directors [removed: Compensation] [added: Deferral] Plan, as [removed: amended](https://www.sec.gov/Archives/edgar/data/1408198/000156459017008974/msci-ex103_531.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/1408198/000140819825000111/exhibit102_non-employeedir.htm)] | | | | | | 10-Q | | | | | | 001-33812 | | | | | | [removed: 10.3] [added: 10.2] | | | | | | [removed: 5/5/2017] [added: 4/22/2025] | | |

| [removed: 10.5*] [added: 10.4*] | | | | | | [MSCI Inc. Change in Control Severance Plan, adopted May 28, 2015 and amended and restated November 2, 2023](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/ex_105xmsci-executivecicse.htm) | | | | | | 10-K | | | | | | 001-33812 | | | | | | 10.5 | | | | | | 2/9/2024 | | |

| [removed: 10.6*] [added: 10.8*] | | | | | | [MSCI Inc. [removed: Performance Formula and] [added: Annual] Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000119312508040718/ddef14a.htm#tx37954_49)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819825000177/ex_103xannualincentiveplan.htm)] | | | | | | [removed: Proxy] [added: 10-Q] | | | | | | 001-33812 | | | | | | [removed: Annex C] [added: 10.3] | | | | | | [removed: 2/28/2008] [added: 7/22/2025] | | |

| [removed: 10.7*] [added: 10.5*] | | | | | | [MSCI Inc. Executive Committee Stock Ownership [removed: Guidelines](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000170/ex101_ecownershipxpolicyx2.htm)] [added: Guidelines](https://www.sec.gov/Archives/edgar/data/1408198/000140819825000177/ex_102xecownershipxpolicyx.htm)] | | | | | | 10-Q | | | | | | 001-33812 | | | | | | [removed: 10.1] [added: 10.2] | | | | | | [removed: 10/31/2024] [added: 7/22/2025] | | |

| [removed: 10.8*] [added: 10.6*] | | | | | | [MSCI Inc. 2016 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/1408198/000119312516564282/d162063dex991.htm) | | | | | | S-8 | | | | | | 333-210987 | | | | | | 99.1 | | | | | | [removed: 04/28/2016] [added: 4/28/2016] | | |

| 10.9* | | | | | | [removed: [MSCI] [added: [Form of 2024 Award Agreement for Restricted Stock Units for Employees Under the MSCI] Inc. [removed: Annual] [added: 2016 Omnibus] Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000170/ex101_ecownershipxpolicyx2.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/exhibit_1022x2024omnibusrs.htm)] | | | | | | 10-K | | | | | | 001-33812 | | | | | | [removed: 10.9] [added: 10.22] | | | | | | 2/9/2024 | | |

| 10.10* | | | | | | [Form of [removed: 2021] [added: 2024] Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. 2016 Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/0001408198/000156459021005811/msci-ex10234_1669.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/exhibit_1023x2024omnibusps.htm)] | | | | | | 10-K | | | | | | 001-33812 | | | | | | [removed: 10.234] [added: 10.23] | | | | | | [removed: 2/12/2021] [added: 2/9/2024] | | |

| [removed: 10.11*] [added: 10.12*] | | | | | | [Form of [removed: 2023] [added: 2025] Award Agreement for Restricted Stock Units for Employees Under the MSCI Inc. 2016 Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819823000011/exhibit10222023omnibusrsua.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819825000053/ex1018_2025omnibusrsuaward.htm)] | | | | | | 10-K | | | | | | 001-33812 | | | | | | [removed: 10.22] [added: 10.18] | | | | | | [removed: 2/10/2023] [added: 2/7/2025] | | |

| [removed: 10.12*] [added: 10.13*] | | | | | | [Form of [removed: 2023] [added: 2025] Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. 2016 Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819823000011/exhibit1023_2023omnibuspsu.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819825000053/ex1019_2025omnibuspsuaward.htm)] | | | | | | 10-K | | | | | | 001-33812 | | | | | | [removed: 10.23] [added: 10.19] | | | | | | [removed: 2/10/2023] [added: 2/7/2025] | | |

| [removed: 10.13*] [added: 10.11*] | | | | | | [Form of [removed: 2023] [added: 2024] Non-Qualified Performance Stock Option Award Agreement Under the MSCI Inc. 2016 Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819823000011/exhibit1024_2023omnibuspso.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/exhibit_1024x2024omnibusps.htm)] | | | | | | 10-K | | | | | | 001-33812 | | | | | | 10.24 | | | | | | [removed: 2/10/2023] [added: 2/9/2024] | | |

| [removed: 10.14*] [added: 10.17*] | | | | | | [Form of [removed: 2024] [added: 2025] Award Agreement for Restricted Stock Units for Employees Under the MSCI Inc. [removed: 2016] [added: 2025] Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/exhibit_1022x2024omnibusrs.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819825000177/ex_105x2025omnibusrsuaward.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | 001-33812 | | | | | | [removed: 10.22] [added: 10.5] | | | | | | [removed: 2/9/2024] [added: 7/22/2025] | | |

| [removed: 10.15*] [added: 10.18*] | | | | | | [Form of [removed: 2024] [added: 2025] Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. [removed: 2016] [added: 2025] Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/exhibit_1023x2024omnibusps.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819825000177/ex_106x2025omnibuspsuaward.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | 001-33812 | | | | | | [removed: 10.23] [added: 10.6] | | | | | | [removed: 2/9/2024] [added: 7/22/2025] | | |

| [removed: 10.16*] [added: 10.14*] | | | | | | [Form of [removed: 2024] [added: 2025] Non-Qualified Performance Stock Option Award Agreement Under the MSCI Inc. 2016 Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000030/exhibit_1024x2024omnibusps.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819825000053/ex1020_2025omnibuspsoaward.htm)] | | | | | | 10-K | | | | | | 001-33812 | | | | | | [removed: 10.24] [added: 10.20] | | | | | | [removed: 2/9/2024] [added: 2/7/2025] | | |

| [removed: 10.17*] [added: 10.16*] | | | | | | [Form of [removed: 2024] [added: 2025] Award Agreement for Restricted Stock Units for [added: Non-Employee] Directors Under the MSCI Inc. [removed: 2016 Non-Employee Directors Compensation Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819824000131/ex_101x2024formofdirectorr.htm)] [added: 2025 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819825000177/ex_104x2025formofdirectorr.htm)] | | | | | | 10-Q | | | | | | 001-33812 | | | | | | [removed: 10.1] [added: 10.4] | | | | | | [removed: 7/23/2024] [added: 7/22/2025] | | |

| [removed: 10.18*] [added: 10.20*] | | | | | | [Form of [removed: 2025] [added: 2026] Award Agreement for Restricted Stock Units for [removed: Directors] [added: Employees] Under the MSCI Inc. [removed: 2016 Non-Employee Directors Compensation Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819825000053/ex1018_2025omnibusrsuaward.htm)] [added: 2025 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819826000011/ex_1020x2026omnibusrsuawar.htm)] | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.19*] [added: 10.21*] | | | | | | [Form of [removed: 2025] [added: 2026] Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. [removed: 2016] [added: 2025] Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819825000053/ex1019_2025omnibuspsuaward.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819826000011/ex_1021x2026omnibuspsuawar.htm)] | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.20*] [added: 10.22*] | | | | | | [Form of [removed: 2025] [added: 2026] Non-Qualified Performance Stock Option Award Agreement Under the MSCI Inc. [removed: 2016] [added: 2025] Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819825000053/ex1020_2025omnibuspsoaward.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1408198/000140819826000011/ex_1022x2026omnibuspsoawar.htm)] | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |