(a)(1) Financial Statements
The financial statements are provided under Part II, Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
(a)(2) Financial Statement Schedules
No financial statement schedules are provided because the information called for is not applicable or not required or is included in the consolidated financial statements or the notes thereto provided under Part II, Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
(a)(3) Exhibits
The information required by this Item is set forth below.
EXHIBIT INDEX
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| Exhibit Number | | | | | | Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit No. | | | | | | Filing Date | | |
| 3.1 | | | | | | Third Amended and Restated Certificate of Incorporation | | | | | | 10-Q | | | | | | 001-33812 | | | | | | 3.1 | | | | | | 5/4/2012 | | |
| 3.2 | | | | | | Amended and Restated Bylaws | | | | | | 10-K | | | | | | 001-33812 | | | | | | 3.2 | | | | | | 2/9/2024 | | |
| 4.1 | | | | | | Form of Senior Indenture | | | | | | S-3 | | | | | | 333-206232 | | | | | | 4.1 | | | | | | 8/7/2015 | | |
| 4.2 | | | | | | Form of Subordinated Indenture | | | | | | S-3 | | | | | | 333-206232 | | | | | | 4.2 | | | | | | 8/7/2015 | | |
| 4.3 | | | | | | Form of Common Stock Certificate | | | | | | 10-Q | | | | | | 001-33812 | | | | | | 4.1 | | | | | | 5/4/2012 | | |
| 4.4 | | | | | | Indenture, dated as of November 7, 2019, among MSCI Inc., each of the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as Trustee | | | | | | 8-K | | | | | | 001-33812 | | | | | | 4.1 | | | | | | 11/7/2019 | | |
| 4.5 | | | | | | Form of Note for MSCI Inc. 4.000% Senior Notes due November 15, 2029 (included in Exhibit 4.4) | | | | | | 8-K | | | | | | 001-33812 | | | | | | 4.2 | | | | | | 11/7/2019 | | |
| 4.6 | | | | | | Indenture, dated as of March 4, 2020, among MSCI Inc., each of the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as Trustee. | | | | | | 8-K | | | | | | 001-33812 | | | | | | 4.1 | | | | | | 3/4/2020 | | |
| 4.7 | | | | | | Form of Note for MSCI Inc. 3.625% Senior Notes due September 1, 2030 (included in Exhibit 4.6). | | | | | | 8-K | | | | | | 001-33812 | | | | | | 4.2 | | | | | | 3/4/2020 | | |
| 4.8 | | | | | | Indenture, dated as of May 26, 2020, among MSCI Inc., each of the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as Trustee. | | | | | | 8-K | | | | | | 001-33812 | | | | | | 4.1 | | | | | | 5/26/2020 | | |
| 4.9 | | | | | | Form of Note for MSCI Inc. 3.875% Senior Notes due February 15, 2031 (included in Exhibit 4.8). | | | | | | 8-K | | | | | | 001-33812 | | | | | | 4.2 | | | | | | 5/26/2020 | | |
| 4.10 | | | | | | Indenture, dated as of May 14, 2021, among MSCI Inc., each of the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as Trustee. | | | | | | 8-K | | | | | | 001-33812 | | | | | | 4.1 | | | | | | 5/14/2021 | | |
| 4.11 | | | | | | Form of Note for MSCI Inc. 3.625% Senior Notes due November 1, 2031 (included in Exhibit 4.10). | | | | | | 8-K | | | | | | 001-33812 | | | | | | 4.2 | | | | | | 5/14/2021 | | |
| 4.12 | | | | | | Indenture, dated as of August 17, 2021, among MSCI Inc., each of the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as Trustee. | | | | | | 8-K | | | | | | 001-33812 | | | | | | 4.1 | | | | | | 8/17/2021 | | |
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| Exhibit Number | | | | | | Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit No. | | | | | | Filing Date | | |
| 4.13 | | | | | | Form of Note for MSCI Inc. 3.250% Senior Notes due August 15, 2033 (included in Exhibit 4.12). | | | | | | 8-K | | | | | | 001-33812 | | | | | | 4.2 | | | | | | 8/17/2021 | | |
| 4.14 | | | | | | Indenture between MSCI Inc. and Wilmington Trust, National Association, as trustee, dated August 8, 2025 | | | | | | 8-K | | | | | | 001-33812 | | | | | | 4.1 | | | | | | 8/8/2025 | | |
| 4.15 | | | | | | First Supplemental Indenture between MSCI Inc. and Wilmington Trust, National Association, as trustee, dated August 8, 2025 | | | | | | 8-K | | | | | | 001-33812 | | | | | | 4.2 | | | | | | 8/8/2025 | | |
| 4.16 | | | | | | Form of Global Note representing the Company’s 5.250% Notes due 2035 (included in Exhibit 4.15) | | | | | | 8-K | | | | | | 001-33812 | | | | | | 4.3 | | | | | | 8/8/2025 | | |
| 4.17 | | | | | | Second Supplemental Indenture between MSCI Inc. and Wilmington Trust, National Association, as trustee, dated November 6, 2025 | | | | | | 8-K | | | | | | 001-33812 | | | | | | 4.2 | | | | | | 11/6/2025 | | |
| 4.18 | | | | | | Form of Global Note representing the Company’s 5.150% Notes due 2036 (included in Exhibit 4.17) | | | | | | 8-K | | | | | | 001-33812 | | | | | | 4.3 | | | | | | 11/6/2025 | | |
| 4.19 | | | | | | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |
| 10.1* | | | | | | Summary of Non-Employee Director Compensation | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |
| 10.2* | | | | | | Non-Employee Director Stock Ownership Guidelines | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |
| 10.3* | | | | | | MSCI Inc. Non-Employee Directors Deferral Plan, as amended | | | | | | 10-Q | | | | | | 001-33812 | | | | | | 10.2 | | | | | | 4/22/2025 | | |
| 10.4* | | | | | | MSCI Inc. Change in Control Severance Plan, adopted May 28, 2015 and amended and restated November 2, 2023 | | | | | | 10-K | | | | | | 001-33812 | | | | | | 10.5 | | | | | | 2/9/2024 | | |
| 10.5* | | | | | | MSCI Inc. Executive Committee Stock Ownership Guidelines | | | | | | 10-Q | | | | | | 001-33812 | | | | | | 10.2 | | | | | | 7/22/2025 | | |
| 10.6* | | | | | | MSCI Inc. 2016 Omnibus Incentive Plan | | | | | | S-8 | | | | | | 333-210987 | | | | | | 99.1 | | | | | | 4/28/2016 | | |
| 10.7* | | | | | | MSCI Inc. 2025 Omnibus Incentive Plan | | | | | | S-8 | | | | | | 333-286760 | | | | | | 99.1 | | | | | | 4/25/2025 | | |
| 10.8* | | | | | | MSCI Inc. Annual Incentive Plan | | | | | | 10-Q | | | | | | 001-33812 | | | | | | 10.3 | | | | | | 7/22/2025 | | |
| 10.9* | | | | | | Form of 2024 Award Agreement for Restricted Stock Units for Employees Under the MSCI Inc. 2016 Omnibus Incentive Plan | | | | | | 10-K | | | | | | 001-33812 | | | | | | 10.22 | | | | | | 2/9/2024 | | |
| 10.10* | | | | | | Form of 2024 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. 2016 Omnibus Incentive Plan | | | | | | 10-K | | | | | | 001-33812 | | | | | | 10.23 | | | | | | 2/9/2024 | | |
| 10.11* | | | | | | Form of 2024 Non-Qualified Performance Stock Option Award Agreement Under the MSCI Inc. 2016 Omnibus Incentive Plan | | | | | | 10-K | | | | | | 001-33812 | | | | | | 10.24 | | | | | | 2/9/2024 | | |
| 10.12* | | | | | | Form of 2025 Award Agreement for Restricted Stock Units for Employees Under the MSCI Inc. 2016 Omnibus Incentive Plan | | | | | | 10-K | | | | | | 001-33812 | | | | | | 10.18 | | | | | | 2/7/2025 | | |
| 10.13* | | | | | | Form of 2025 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. 2016 Omnibus Incentive Plan | | | | | | 10-K | | | | | | 001-33812 | | | | | | 10.19 | | | | | | 2/7/2025 | | |
| 10.14* | | | | | | Form of 2025 Non-Qualified Performance Stock Option Award Agreement Under the MSCI Inc. 2016 Omnibus Incentive Plan | | | | | | 10-K | | | | | | 001-33812 | | | | | | 10.20 | | | | | | 2/7/2025 | | |
| 10.15* | | | | | | Form of 2025 Non-Qualified Stock Option Award Under the MSCI Inc. 2016 Omnibus Incentive Plan | | | | | | 10-K | | | | | | 001-33812 | | | | | | 10.21 | | | | | | 2/7/2025 | | |
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| Exhibit Number | | | | | | Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit No. | | | | | | Filing Date | | |
| 10.16* | | | | | | Form of 2025 Award Agreement for Restricted Stock Units for Non-Employee Directors Under the MSCI Inc. 2025 Omnibus Incentive Plan | | | | | | 10-Q | | | | | | 001-33812 | | | | | | 10.4 | | | | | | 7/22/2025 | | |
| 10.17* | | | | | | Form of 2025 Award Agreement for Restricted Stock Units for Employees Under the MSCI Inc. 2025 Omnibus Incentive Plan | | | | | | 10-Q | | | | | | 001-33812 | | | | | | 10.5 | | | | | | 7/22/2025 | | |
| 10.18* | | | | | | Form of 2025 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. 2025 Omnibus Incentive Plan | | | | | | 10-Q | | | | | | 001-33812 | | | | | | 10.6 | | | | | | 7/22/2025 | | |
| 10.19* | | | | | | Form of 2025 Non-Qualified Performance Stock Option Award Agreement Under the MSCI Inc. 2025 Omnibus Incentive Plan | | | | | | 10-Q | | | | | | 001-33812 | | | | | | 10.7 | | | | | | 7/22/2025 | | |
| 10.20* | | | | | | Form of 2026 Award Agreement for Restricted Stock Units for Employees Under the MSCI Inc. 2025 Omnibus Incentive Plan | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |
| 10.21* | | | | | | Form of 2026 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. 2025 Omnibus Incentive Plan | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |
| 10.22* | | | | | | Form of 2026 Non-Qualified Performance Stock Option Award Agreement Under the MSCI Inc. 2025 Omnibus Incentive Plan | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |
| 10.23* | | | | | | Offer Letter, executed March 11, 2014, by and between MSCI Inc. and Scott Crum | | | | | | 10-Q | | | | | | 001-33812 | | | | | | 10.1 | | | | | | 5/4/2018 | | |
| 10.24* | | | | | | Offer Letter, executed September 24, 2020, between MSCI Inc. and Andrew C. Wiechmann | | | | | | 8-K | | | | | | 001-33812 | | | | | | 10.1 | | | | | | 9/25/2020 | | |
| 10.25* | | | | | | Employment Letter, entered into on April 27, 2021, between MSCI Inc. and C.D. Baer Pettit. | | | | | | 10-Q | | | | | | 001-33812 | | | | | | 10.2 | | | | | | 4/28/2021 | | |
| 10.26* | | | | | | Transition and Advisory Agreement, entered into on January 28, 2026, between MSCI Inc. and C.D. Baer Pettit | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |
| 10.27 | | | | | | Third Amended and Restated Credit Agreement, dated as of August 20, 2025, among MSCI Inc., JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer, Bank of America, N.A., as Syndication Agent and L/C Issuer, and the other lenders party thereto. | | | | | | 8-K | | | | | | 001-33812 | | | | | | 10.1 | | | | | | 8/20/2025 | | |
| 10.28 | | | | | | Agreement of Lease dated September 16, 2011, by and between 7 World Trade Center, LLC and MSCI Inc. | | | | | | 8-K | | | | | | 001-33812 | | | | | | 10.1 | | | | | | 9/22/2011 | | |
| 10.29†# | | | | | | Index License Agreement for Exchange Traded Funds, dated as of October 1, 2022, between MSCI Inc., MSCI Limited and BlackRock Fund Advisors | | | | | | 10-Q | | | | | | 001-33812 | | | | | | 10.1 | | | | | | 10/25/2022 | | |
| 10.30†# | | | | | | Amendment to Index License Agreement for Exchange Traded Funds, dated as of January 27, 2026, between MSCI Inc., MSCI Limited and BlackRock Fund Advisors | | | | | | 8-K | | | | | | 001-33812 | | | | | | 10.1 | | | | | | 1/28/2026 | | |
| 19.1 | | | | | | MSCI Employee Trading Policy for Transactions in MSCI Inc. Securities | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |
| 21.1 | | | | | | Subsidiaries of the Registrant | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |
| 23.1 | | | | | | Consent of PricewaterhouseCoopers LLP | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |
| 24.1 | | | | | | Powers of Attorney (included as part of Signature Page) | | | | | | Filed Herewith | | | | | | | | | | | | | | | | | | | | |
*Indicates a management compensation plan, contract or arrangement.
† Certain confidential portions of this Exhibit have been omitted pursuant to Item 601(b) of Regulation S-K because the identified confidential portions (i) are not material and (ii) are of the type that the Company treats as private or confidential.
The Company agrees to furnish an unredacted copy of this exhibit to the Securities and Exchange Commission upon its request.