Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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, 2025.

Equity Compensation Plans

On 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 2025 Omnibus Incentive Plan (the “2025 Omnibus Plan”), a cash and equity incentive compensation plan that was approved by shareholders at the Company’s 2025 annual meeting of shareholders. The 2025 Omnibus Plan replaced the Company’s then existing 2016 Omnibus Incentive Plan (as amended, the “2016 Omnibus Plan”) and the MSCI Inc. 2016 Non-Employee Directors Compensation Plan (the “2016 Directors Plan” and, together with the 2016 Omnibus Plan, the “2016 Plans”) and no further awards will be granted under the 2016 Plans. Under the MSCI Inc. Non-Employee Directors Deferral Plan, directors may elect to defer receipt of all or any portion of any shares of our common stock issuable upon conversion of any stock unit or any retainer elected to be paid in shares of our common stock until (i) 60 days following separation of service or (ii) the earlier of a specified date or 60 days following separation of service.

Pursuant to the 2025 Omnibus Plan, the Company reserved 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 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, 2025:

(1)Reflects the maximum number of shares issuable upon vesting of outstanding stock and option awards. Assuming target payout, the number of securities to be issued upon vesting is 1,024,851. 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.

(2)Does not reflect the unvested RSUs or PSUs included in column (a) because these awards have no exercise price.

(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.