Item 8. Financial Statements and Supplementary Data

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Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)			60
Consolidated Statements of Financial Condition as of December 31, 202 5 and December 31, 20 24			63
Consolidated Statements of Income for the Years Ended December 31, 202 5 , December 31, 202 4 , and December 31, 202 3			64
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 202 5 , December 31, 202 4 , and December 31, 202 3			65
Consolidated Statements of Shareholders’ Equity (Deficit) for the Years Ended December 31, 202 5 , December 31, 202 4 , and December 31, 202 3			66
Consolidated Statements of Cash Flows for the Years Ended December 31, 202 5 , December 31, 202 4 , and December 31, 202 3			67
Notes to Consolidated Financial Statements			68
1. Introduction and Basis of Presentation			68
2. Recent Accounting Pronouncements			73
3. Revenue Recognition			74
4. Earnings per Common Share			76
5. Acquisitions			76
6. Debt			77
7. Leases			79
8. Property, Equipment and Leasehold Improvements, Net			80
9. Goodwill and Intangible Assets, Net			81
10. Employee Benefits			82
11. Shareholders' Equity (Deficit)			83
12. Income Taxes			88
13. Segment Information			91
14. Subsequent Events			94

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of MSCI Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated statements of financial condition of MSCI Inc. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of income, of comprehensive income, of shareholders' equity (deficit) and of cash flows for each of the three years in the period ended December 31, 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, 2025, based on criteria established in Internal Control - Integrated 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 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, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

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 the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition - Recurring Subscriptions, Asset-Based Fees, and Non-Recurring Revenues

As described in Notes 1 and 3 to the consolidated financial statements, the Company recognized operating revenues of $2.9 billion for the year ended December 31, 2025, related to recurring subscriptions, asset-based fees, and non-recurring revenues from the Index, Analytics, and Sustainability and Climate segments. Recurring subscription revenues represent fees earned from clients primarily under renewable contracts or agreements and are generally paid annually in advance and recognized in most cases ratably over the term of the license or service pursuant to the contract terms. Asset-based fees are principally recognized based on the estimated assets under management (AUM) linked to the Company's indexes from independent third-party sources or the most recently reported information provided by the client. Asset-based fees also include revenues related to futures and options contracts linked to the Company’s indexes, which are primarily based on trading volumes and fee levels. Asset-based fees are generally variable based upon AUM or the volume of trades or fee levels and are generally billed quarterly in arrears. Non-recurring revenues primarily represent fees earned on products and services where the Company typically does not have renewal clauses within the contract. 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 content in historical periods. Based on the nature of the services provided, non-recurring revenues are generally billed either in advance or after delivery and recognized point in time or over the service period.

The principal considerations for our determination that performing procedures relating to revenue recognition for recurring subscriptions, asset-based fees, and non-recurring revenues is a critical audit matter are a high degree of auditor effort in performing procedures and evaluating audit evidence related to the Company’s revenue recognition.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to revenue recognition, including controls over revenue transactions recognized as recurring subscriptions, asset-based fees, and non-recurring revenues. These procedures also included, among others, testing a sample of revenue transactions by obtaining and inspecting source documents which included (i) sales contracts or agreements, invoices, and cash receipts, where applicable, for recurring subscriptions and non-recurring revenues, and (ii) sales contracts or agreements, invoices, and cash receipts, where applicable, and AUM data from independent third-party sources or information provided by the Company’s customers, where applicable, to recalculate revenue recognized for asset-based fees.

Goodwill Impairment Assessment – Private Capital Solutions Reporting 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, 2025. Management tests goodwill for impairment on an annual basis on July 1st and on an interim basis when certain events and circumstances exist. The test for impairment is performed at the reporting unit level. Goodwill impairment is determined by comparing the fair value of a reporting unit with its carrying value. If the estimated fair value exceeds the carrying value, goodwill at the reporting unit level is not deemed to be impaired. If the estimated fair value is below carrying value, an impairment charge will be recorded up to, but not more than, the total amount of goodwill allocated to the reporting unit. As disclosed by management, as of December 31, 2025, the carrying value of goodwill within the Private Capital Solutions reporting unit was $618 million. Management uses an equal weighting of the income approach and the market approach to estimate the fair value of each reporting unit. The income approach requires significant judgment in estimating future cash flows, including assumptions, amongst others, about revenue growth rates and EBITDA margins, and the selection of an appropriate discount rate. The market approach utilizes valuation multiples of revenue and cash flows derived from guideline public companies that have similar characteristics to each reporting unit being valued. Selecting appropriate guideline companies, valuation multiples and other key assumptions such as revenue growth rates and discount rates requires significant management judgment.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Private Capital Solutions reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Private Capital Solutions reporting 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, the discount rate, guideline companies, and valuation multiples; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

among others (i) testing management’s process for developing the fair value estimate of the Private Capital Solutions reporting unit; (ii) evaluating the appropriateness of the income approach and market approach used by management; (iii) 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 Private Capital Solutions reporting 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. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income approach and market approach, (ii) the reasonableness of the discount rate assumptions and certain revenue growth rate assumptions used in the income approach, and (iii) the reasonableness of guideline companies and valuation multiples used in the market approach.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 6, 2026

We have served as the Company’s auditor since 2014.

MSCI INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION


	As of
(In thousands, except per share and share data)	December 31, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents (includes restricted cash of $3,667 and $3,497 at December 31, 2025 and December 31, 2024, respectively)	$	515,332	$	409,351
Accounts receivable (net of allowances of $6,421 and $5,284 at December 31, 2025 and December 31, 2024, respectively)	986,712		820,709
Prepaid income taxes	69,281		48,162
Prepaid and other assets	73,444		65,799
Total current assets	1,644,769		1,344,021

Property, equipment and leasehold improvements, net	87,299		70,885
Right of use assets	112,873		119,435
Goodwill	2,923,362		2,915,167
Intangible assets, net	832,513		907,613
Deferred tax assets	45,875		40,626
Other non-current assets	55,768		47,692
Total assets	$	5,702,459	$	5,445,439


LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	15,339	$	14,517
Income taxes payable	74,401		37,989
Accrued compensation and related benefits	242,947		217,492

Other accrued liabilities	265,250		192,233
Deferred revenue	1,231,776		1,123,423
Total current liabilities	1,829,713		1,585,654

Long-term debt	6,202,286		4,510,816
Long-term operating lease liabilities	107,531		121,153
Deferred tax liabilities	101,642		47,623
Other non-current liabilities	115,827		120,190
Total liabilities	8,356,999		6,385,436


Commitments and Contingencies (see Note 6 and Note 10)

Shareholders' equity (deficit):
Preferred Stock (par value $0.01, 100,000,000 shares authorized, 0 shares issued)	—		—
Common stock (par value $0.01; 750,000,000 common shares authorized; 134,319,833 and 134,079,855 common shares issued and 73,563,183 and 77,744,588 common shares outstanding at December 31, 2025 and December 31, 2024, respectively)	1,343		1,341
Treasury shares, at cost (60,756,650 and 56,335,267 common shares held at December 31, 2025 and December 31, 2024, respectively)	(9,834,442)		(7,334,291)
Additional paid in capital	1,802,528		1,683,693
Retained earnings	5,427,600		4,780,300
Accumulated other comprehensive loss	(51,569)		(71,040)
Total shareholders' equity (deficit)	(2,654,540)		(939,997)

Total liabilities and shareholders' equity (deficit)	$	5,702,459	$	5,445,439

See Notes to Consolidated Financial Statements.

MSCI INC.

CONSOLIDATED STATEMENTS OF INCOME


	Years Ended
(In thousands, except per share data)	December 31, 2025		December 31, 2024		December 31, 2023
Operating revenues	$	3,134,459	$	2,856,128	$	2,528,920

Operating expenses:
Cost of revenues (exclusive of depreciation and amortization)	550,366		514,382		446,581
Selling and marketing	319,829		291,220		276,204
Research and development	177,596		158,653		132,121
General and administrative	180,216		182,340		153,967
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
Total operating expenses	1,420,892		1,327,610		1,144,311


Operating income	1,713,567		1,528,518		1,384,609


Interest income	(16,012)		(21,277)		(34,479)
Interest expense	209,889		185,500		186,679
Gain on remeasurement of equity method investment	—		—		(143,029)
Other expense (income)	25,434		8,127		6,377

Other expense (income), net	219,311		172,350		15,548


Income before provision for income taxes	1,494,256		1,356,168		1,369,061
Provision for income taxes	291,951		247,040		220,469
Net income	$	1,202,305	$	1,109,128	$	1,148,592


Earnings per share:
Basic	$	15.72	$	14.09	$	14.45
Diluted	$	15.69	$	14.05	$	14.39

Weighted average shares outstanding:
Basic	76,504		78,710		79,462
Diluted	76,636		78,960		79,843

See Notes to Consolidated Financial Statements.

MSCI INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Years Ended
(In thousands)	December 31, 2025		December 31, 2024		December 31, 2023
Net income	$	1,202,305	$	1,109,128	$	1,148,592
Other comprehensive income (loss):
Foreign currency translation adjustments	17,059		(7,590)		7,319
Income tax effect	(1,836)		749		(1,451)
Foreign currency translation adjustments, net	15,223		(6,841)		5,868


Pension and other post-retirement adjustments	5,764		(3,671)		(8,832)
Income tax effect	(1,516)		824		1,823
Pension and other post-retirement adjustments, net	4,248		(2,847)		(7,009)

Other comprehensive income (loss), net of tax	19,471		(9,688)		(1,141)

Comprehensive income	$	1,221,776	$	1,099,440	$	1,147,451

See Notes to Consolidated Financial Statements.

MSCI INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)


(in thousands)	Common Stock		Treasury Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
Balance at December 31, 2022	$	1,336	$	(5,938,116)	$	1,515,874	$	3,473,192	$	(60,211)	$	(1,007,925)
Net income							1,148,592				1,148,592
Dividends declared ($5.52 per common share)							(442,103)				(442,103)
Dividends paid in shares					152						152
Other comprehensive income (loss), net of tax									(1,141)		(1,141)
Shares withheld for tax withholding			(45,469)								(45,469)
Common stock issued	2										2

Compensation payable in common stock					71,644						71,644
Common stock repurchased and held in treasury			(462,693)								(462,693)
Common stock issued to Directors and (held in)/released from treasury			(823)								(823)

Balance at December 31, 2023	$	1,338	$	(6,447,101)	$	1,587,670	$	4,179,681	$	(61,352)	$	(739,764)

Net income							1,109,128				1,109,128
Dividends declared ($6.40 per common share)							(508,509)				(508,509)
Dividends paid in shares					156						156
Other comprehensive income (loss), net of tax									(9,688)		(9,688)
Shares withheld for tax withholding			(71,116)								(71,116)
Common stock issued	3										3

Compensation payable in common stock					95,867						95,867
Common stock repurchased and held in treasury			(817,366)								(817,366)
Common stock issued to Directors and (held in)/released from treasury			1,292								1,292

Balance at December 31, 2024	$	1,341	$	(7,334,291)	$	1,683,693	$	4,780,300	$	(71,040)	$	(939,997)

Net income							1,202,305				1,202,305
Dividends declared ($7.20 per common share)							(555,005)				(555,005)
Dividends paid in shares					82						82
Other comprehensive income (loss), net of tax									19,471		19,471
Shares withheld for tax withholding			(58,603)								(58,603)
Common stock issued	2										2
Exercise of stock options					6,975						6,975
Compensation payable in common stock					111,778						111,778
Common stock repurchased and held in treasury			(2,441,877)								(2,441,877)
Common stock issued to Directors and (held in)/released from treasury			329								329

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

See Notes to Consolidated Financial Statements.

MSCI INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Years Ended
(in thousands)	December 31, 2025		December 31, 2024		December 31, 2023
Cash flows from operating activities
Net income	$	1,202,305	$	1,109,128	$	1,148,592
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on remeasurement of equity method investment	—		—		(143,029)
Amortization of intangible assets	169,480		164,037		114,429
Stock-based compensation expense	111,343		95,204		71,653
Depreciation and amortization of property, equipment and leasehold improvements	23,405		16,978		21,009
Amortization of right of use assets	25,685		25,260		23,781
Loss on impairment of right of use assets, net	—		—		477
Amortization of debt origination fees	5,876		5,143		5,055
Loss on extinguishment of debt	—		1,510		—
Loss on investment in investee	11,768		—		—
Deferred taxes	46,675		14,328		(15,258)
Other adjustments	15,932		(2,704)		6,863
Changes in assets and liabilities:
Accounts receivable	(164,236)		10,226		(149,529)
Prepaid income taxes	(20,849)		10,721		(21,931)
Prepaid and other assets	(7,591)		(9,622)		1,564
Other non-current assets	(15,560)		402		(8,102)
Accounts payable	559		4,963		(6,044)
Income taxes payable	28,609		16,183		14,721
Accrued compensation and related benefits	20,612		6,445		23,218
Other accrued liabilities	61,599		9,589		3,536
Deferred revenue	96,426		46,060		171,968
Long-term operating lease liabilities	(28,392)		(26,063)		(24,062)
Other non-current liabilities	5,862		3,703		(6,538)
Other	(1,062)		136		3,656
Net cash provided by operating activities	1,588,446		1,501,627		1,236,029


Cash flows from investing activities
Acquisition of a business, net of cash acquired	—		(27,467)		(727,342)
Capital expenditures	(39,319)		(33,762)		(22,757)
Capitalized software development costs	(90,542)		(81,356)		(68,094)
Other	(203)		(1,670)		(1,185)

Net cash used in investing activities	(130,064)		(144,255)		(819,378)


Cash flows from financing activities
Repurchase of common stock held in treasury	(2,484,305)		(885,266)		(504,188)
Payment of dividends	(556,521)		(509,109)		(440,993)
Repayment of borrowings	(1,101,875)		(559,063)		(8,750)
Proceeds from borrowings, net of discount	2,805,963		556,875		—
Payment of debt issuance costs	(20,082)		(3,739)		—
Payment of contingent consideration and deferred purchase price from acquisitions	(12,145)		(2,006)		—
Proceeds from exercise of stock options	6,975		—		—
Net cash used in financing activities	(1,361,990)		(1,402,308)		(953,931)


Effect of exchange rate changes	9,589		(7,406)		5,409

Net increase (decrease) in cash, cash equivalents and restricted cash	105,981		(52,342)		(531,871)

Cash, cash equivalents and restricted cash, beginning of period	409,351		461,693		993,564
Cash, cash equivalent and restricted cash, end of period	$	515,332	$	409,351	$	461,693


Supplemental disclosure of cash flow information:
Cash paid for interest	$	173,312	$	179,952	$	182,313
Cash paid for income taxes, net of refunds received	$	222,268	$	201,028	$	240,479

Supplemental disclosure of non-cash investing activities
Property, equipment and leasehold improvements in other accrued liabilities	$	2,375	$	2,629	$	2,738

See Notes to Consolidated Financial Statements.

MSCI INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. INTRODUCTION AND BASIS OF PRESENTATION

Organization

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 products and services include indexes; portfolio construction and risk management tools; sustainability and climate solutions; and private asset data and analytics.

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.

Basis of Presentation

The consolidated financial statements and accompanying notes to financial statements, which include the accounts of MSCI Inc. and its wholly owned subsidiaries, are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Certain prior period amounts have been reclassified to conform to the current period presentation.

On October 2, 2023, the Company acquired the remaining 66.4% interest in The Burgiss Group, LLC (“Burgiss”) for $696.8 million in cash. Prior to the acquisition, Burgiss was a related party and its results were included in the Company’s Burgiss operating segment as an equity method investment based on the Company’s 33.6% ownership. The Company’s existing 33.6% interest had a fair value of $353.2 million at the date of acquisition. This resulted in a non-taxable, one-time gain on the remeasurement of our equity method investment in Burgiss of $143.0 million in the fourth quarter of 2023. During the year ended December 31, 2023, the Company renamed the Burgiss operating segment to Private Capital Solutions. Burgiss’ consolidated results were included in the Company’s All Other – Private Assets category following the acquisition.

Significant Accounting Policies

Basis of Financial Statements and Use of Estimates

The Company makes certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements, as well as the reported amounts of operating revenues and expenses during the periods presented. Significant estimates and judgments made by management include such examples as assessment of impairment of goodwill and intangible assets and income taxes. The Company believes that estimates used in the preparation of these consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. Inter-company balances and transactions are eliminated in consolidation.

Revenue Recognition

Performance Obligations and Transaction Price

The Company recognizes revenues for products and services when performance obligations are satisfied. For revenue arrangements containing multiple products or services, the Company accounts for the individual products or services as a separate performance obligation if they are distinct. A product or service is distinct if a client can benefit from it either on its own or together with other resources that are readily available to the client, and the Company’s promise to transfer the product or service to the client is separately identifiable from other promises in the contract. If both criteria are not met, the promised products or services are accounted for as a combined performance obligation.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring products or services to the client. The Company allocates the transaction price to each performance obligation identified in the contract based on the best estimate of a relative standalone selling price of each distinct product or service in the contract. To allocate the transaction price to each performance obligation on a relative standalone selling price basis, at contract inception the Company determines the standalone selling prices of the distinct products or services underlying each performance obligation in proportion to the total transaction price. This standalone selling price may be the contract price but is more often than not the best estimate of the price the Company would receive for selling the product or service separately in similar circumstances and to other similar customers.

A client can receive a discount for purchasing a bundle of products or services if the sum of the standalone selling price of those promised products or services in the contract exceeds the promised consideration in the contract.

For services where the transaction price is variable such as based upon assets under management (“AUM”), volume of trades or fee levels, the transaction price is based upon pricing models and is not allocated at the inception of the contract but rather falls within the sales and usage-based royalty exception under which the price and associated revenue are based upon actual known performance or best estimates of actual performance during the performance period.

Revenue is recognized when a client obtains control of promised products or services in an amount that reflects the consideration the entity expects to receive in exchange for those products or services. Determining when control has transferred can sometimes require management’s judgment, which could affect the timing of revenue recognition. Revenue is recognized exclusive of any applicable sales or other indirect taxes.

Disaggregation of Revenue

Revenues are characterized by type, which broadly reflects the nature of how they are recognized or earned. Our revenue types are recurring subscriptions, asset-based fees and non-recurring revenues. We also group our revenues by segment.

Revenues By Type

Recurring subscription revenues represent fees earned from clients primarily under renewable contracts or agreements and are generally paid annually in advance and recognized in most cases ratably over the term of the license or service pursuant to the contract terms.

Asset-based fees are principally recognized based on the estimated AUM linked to our indexes from independent third-party sources or the most recently reported information provided by the client. Asset-based fees also include revenues related to futures and options contracts linked to our indexes, which are primarily based on trading volumes and fee levels. Asset-based fees are generally variable based upon AUM or the volume of trades or fee levels and are generally billed quarterly in arrears.

Non-recurring revenues primarily represent fees earned on products and services where we typically do not have renewal clauses within the contract. Examples of such products and services include one-time license fees, certain derivative financial products, certain implementation services, historical data sets and, occasionally, fees for unlicensed usage of our content in historical periods. Based on the nature of the services provided, non-recurring revenues are generally billed either in advance or after delivery and recognized point in time or over the service period.

Revenues By Segment and All Other – Private Assets

Index segment operating revenues consist of fees earned primarily for licenses of index data subscriptions, performance obligations to deliver the data are satisfied over time and, accordingly, revenue is recognized ratably over the term of the agreement pursuant to the contract terms. With respect to licenses to create indexed investment products, such as exchange-traded funds (“ETFs”), passively managed funds, or licenses which allow certain exchanges to use MSCI’s indexes as the basis for futures and options contracts, MSCI’s performance obligation allows customers to use the Company’s intellectual property (e.g., the indexes) as the basis of the funds or other investment products the customers create over the term of the agreement. The fees earned for these rights are typically variable, in which case they are accrued under the sales and usage-based royalty exception pursuant to the level of performance achieved, which is primarily measured based on AUM, volume of trades or fee levels. The level of performance achieved is based on information obtained from independent third-party sources or best estimates taking into account the most recently reported information from the client.

Analytics segment operating revenues are recognized as MSCI satisfies performance obligations, through providing access to its proprietary models or hosted applications and, in some cases, managed services including implementation and other related services. These performance obligations are typically satisfied over time, and operating revenues are recognized ratably over the term of the service period.

Sustainability and Climate segment operating revenues are recognized as MSCI’s performance obligations to provide data to or update data for clients are satisfied. The majority of these performance obligations are satisfied over the term of the license period, with operating revenues recognized ratably. For custom Sustainability research data, the performance obligation is typically satisfied, and revenue is recognized, at the point in time when the data is updated and available to the client.

All Other – Private Assets operating revenues are recognized as MSCI's performance obligations to provide analysis, insights and data to clients are satisfied. The majority of these performance obligations are satisfied over the term of the license period, with operating revenues recognized ratably.

Share-Based Compensation

Certain of the Company’s employees have received share-based compensation under various compensation programs. The Company’s compensation expense reflects the fair value method of accounting for share-based payments under ASC Subtopic 718-10, “Compensation—Stock Compensation.”

Stock-based compensation awards include restricted stock units (“RSUs”), performance stock units (“PSUs”), performance stock options (“PSOs”) and premium priced options (“PPOs”). PPOs are stock options with an exercise price set above MSCI’s market price on the grant date.

The fair value of RSUs at grant date is measured using the price of MSCI’s common stock. PSUs are subject to market conditions based on the achievement of multi-year total shareholder return targets and PSOs are subject to performance conditions based on the cumulative results of financial targets. The fair value of PSUs at grant date is determined using a Monte Carlo simulation model that creates a normal distribution of future stock prices, which is then used to value the awards based on their individual terms. The fair value of PSOs at grant date is determined using the Black-Scholes option pricing model. For PSOs, the grant-date fair value is adjusted for any changes in the probability of achievement of (i) a cumulative revenue performance goal and (ii) a cumulative adjusted EPS performance goal (each weighted at 50%). 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.

Research and Development

The Company accounts for research and development costs in accordance with several accounting pronouncements, including ASC Subtopic 730-10, “Research and Development.” ASC Subtopic 730-10 requires that research and development costs generally be expensed as incurred. The majority of the Company’s research and development costs are incurred in developing, reviewing and enhancing the methodologies and data models offered within its product portfolio by monitoring investment trends and drivers globally, as well as analyzing product-specific needs in areas such as capitalization-weighted, factor and specialized indexes, and instrument valuation, risk modeling, portfolio construction, asset allocation and value-at-risk simulation.

Internal Use Software

The Company applies the provisions of ASC Subtopic 350-40, “Internal Use Software,” and accounts for the cost of computer software developed for internal use by capitalizing qualifying costs, which are substantially incurred during the application development stage. The amounts capitalized primarily relate to internally developed software used to provide services to customers and are included in Intangible Assets on the Consolidated Statement of Financial Condition and include external direct costs of services used in developing internal-use software and payroll and payroll-related costs of employees directly associated with the development activities. Additionally, costs incurred relating to upgrades and enhancements to the software are capitalized if it is determined that these upgrades or enhancements provide additional functionality to the software.

Capitalized software development costs are typically amortized on a straight-line basis over the estimated useful life of the related product, which is typically three to five years, beginning with the date the software is placed into service.

Costs incurred in the preliminary and post-implementation stages of MSCI’s products are expensed as incurred.

Income Taxes

Provision for income taxes is provided for using the asset and liability method, under which deferred tax assets and deferred tax liabilities are determined based on the temporary differences between the financial statement and income tax bases of assets and liabilities using currently enacted tax rates. The Company elects to account for Global Intangible Low-Taxed Income (“GILTI”) in the year the tax is incurred. The Company recognizes interest and penalties related to income tax matters within “Provision for income taxes” in the Consolidated Statement of Income.

The Company regularly evaluates the likelihood of additional assessments in each of the taxing jurisdictions in which it is required to file income tax returns. The Company has recorded additional tax expense related to open tax years, which the Company’s management believes is adequate in relation to the potential for assessments. These amounts have been recorded in “Other non-current liabilities” on the Consolidated Statement of Financial Condition. The Company’s management believes the resolution of tax matters

will not have a material effect on the Company’s consolidated financial condition. However, to the extent the Company is required to pay amounts in excess of its reserves, a resolution could have a material impact on its Consolidated Statement of Income for a particular future period. In addition, an unfavorable tax settlement could require use of cash and result in an increase in the effective tax rate in the period in which such resolution occurs.

Deferred Revenue

Deferred revenues represent both cash received and the amounts billed to clients for products and services in advance of satisfying performance obligations. Deferred revenue generally results in ratable recognition of operating revenues over the license or subscription period, as the performance obligations are satisfied.

Accounts Receivable and Allowance for Credit Losses

The Company’s clients generally pay subscription fees annually in advance. MSCI’s policy is to record to a receivable when a client is billed. For products and services that are provided in advance of billing, such as for our asset-based fee products, unbilled revenue is included in Accounts Receivable on the Company’s Consolidated Statement of Financial Condition.

The Company recognizes an allowance for credit losses at the time invoices are sent to clients by applying an estimate of the uncollectable amount based on client profiles, credit considerations and historical write-offs. The Company does not require collateral from clients to mitigate credit risk.

Changes in the allowance for credit losses from December 31, 2022 to December 31, 2025 were as follows:


(in thousands)	Amount
Balance as of December 31, 2022	$	2,652
Addition to credit loss expense	2,196
Write-offs, net of recoveries	(880)
Balance as of December 31, 2023	$	3,968

Addition to credit loss expense	3,990
Write-offs, net of recoveries	(2,674)
Balance as of December 31, 2024	$	5,284

Addition to credit loss expense	4,017
Write-offs, net of recoveries	(2,880)
Balance as of December 31, 2025	$	6,421

Goodwill

Goodwill is recorded as part of the Company’s acquisitions of businesses when the purchase price exceeds the fair value of the acquired net tangible and separately identifiable intangible assets. The Company’s goodwill is not amortized, but rather is subject to an impairment test each year, or more often if conditions indicate impairment may have occurred, pursuant to ASC Subtopic 350-10, “Intangibles—Goodwill and Other.”

The Company tests goodwill for impairment on an annual basis on July 1st and on an interim basis when certain events and circumstances exist. The test for impairment is performed at the reporting unit level. Goodwill impairment is determined by comparing the fair value of a reporting unit with its carrying value. If the estimated fair value exceeds the carrying value, goodwill at the reporting unit level is not deemed to be impaired. If the estimated fair value is below carrying value, an impairment charge will be recorded up to, but not more than, the total amount of goodwill allocated to the reporting unit.

The Company completed its annual goodwill impairment test as of July 1, 2025 on its Index, Analytics, Sustainability and Climate, Real Assets and Private Capital Solutions (“PCS”) reporting units, which were also the Company’s operating segments. See Note 13, “Segment Information,” for further descriptions of the operating segments.

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.

Based on the results of the annual goodwill impairment testing performed and given there were no impairment triggers identified as part of interim assessments, no impairment of goodwill was recorded during the years ended December 31, 2025, 2024 and 2023.

Intangible Assets

The Company amortizes definite-lived intangible assets over their estimated useful lives. Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The Company also reviews the useful lives on a periodic basis to determine if the period of economic benefit has changed. If the carrying value of an intangible asset exceeds its fair value, an impairment charge would be recognized in an amount equal to the amount by which the carrying value of the intangible asset exceeds its fair value. There were no events or changes in circumstances that would indicate that the carrying value of the definite-lived intangible assets may not be recoverable during the years ended December 31, 2025 and 2024.

The Company had no indefinite-lived intangible assets other than goodwill during the years ended December 31, 2025 and 2024.

Foreign Currency Translation

Assets and liabilities of operations having non-U.S. dollar functional currencies are translated at year-end exchange rates, and income statement accounts are translated at weighted average exchange rates for the year. Gains or losses resulting from translating foreign currency financial statements, net of any related tax effects, are reflected in accumulated other comprehensive loss, a separate component of shareholders’ equity (deficit). Gains or losses resulting from foreign currency transactions incurred in currencies other than the local functional currency are included in non-operating “Other expense (income)” on the Consolidated Statement of Income.

Leases

MSCI leases office space, data centers and certain equipment under non-cancellable operating lease agreements and determines if an arrangement is a lease at inception. The Company does not currently have any financing lease arrangements.

Right of use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right of use assets are recognized on the commencement date based on the present value of lease payments over the lease term adjusted for initial direct costs and lease incentives received or deemed probable of being received. MSCI uses its incremental borrowing rate based on the information available on the commencement date of the lease in determining the present value of lease payments. The lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Right of use assets and associated leasehold improvements are tested for impairment when there is a trigger for impairment testing at the appropriate asset group level. When a trigger exists, the asset group is tested for recoverability by comparing the estimated undiscounted cash flows to the asset group’s carrying value. If the asset group fails the recoverability test, the Company will measure impairment loss as the difference between the fair value and carrying value of the asset group.

Lease expense is recognized on a straight-line basis over the lease term and is included in “Operating expenses” in the Consolidated Statement of Income. In situations where a right of use asset has been impaired, the subsequent amortization of the right of use asset is then recorded on a straight-line basis over the remaining lease term and is combined with accretion expense on the lease liability to result in single operating lease cost.

Some of the Company’s lease agreements include rental payments adjusted periodically for inflation which are accounted for as variable lease amounts but are not reflected as a component of the Company’s lease liability. Certain leases also require the Company to pay real estate taxes, insurance, maintenance and other operating expenses associated with the leased premises or equipment which are also not reflected as a component of the Company’s lease liability. The Company also subleases a small portion of its leased office space to third parties and thereby applies sublessor accounting. Sublease income is presented in “Operating expenses” as an offset.

Property, Equipment and Leasehold Improvements

Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of furniture and fixtures, and computer and communications equipment are accounted for using the straight-line method over the estimated useful life, and for leasehold improvements, over the shorter of the estimated useful life or the lease term.

Treasury Stock

The Company holds repurchased shares of common stock as treasury stock. The Company accounts for treasury stock under the cost method and includes treasury stock as a component of shareholders’ equity (deficit).

Accrued Compensation

A significant portion of the Company’s employee incentive compensation programs are discretionary. The Company makes estimates in determining its accrued compensation and benefits expenses. Accrued cash incentive estimates reflect an assessment of performance versus targets and other key performance indicators at the Company, operating segment and employee level. The Company also reviews compensation and benefits expenses throughout the year to determine how overall performance compares to management’s expectations. These and other factors, including historical performance, are taken into account in accruing discretionary cash compensation estimates quarterly.

Concentrations

For the years ended December 31, 2025, 2024 and 2023, BlackRock, Inc. accounted for 10.8%, 10.2%, and 9.8% of the Company’s consolidated operating revenues, respectively. For the years ended December 31, 2025, 2024 and 2023, BlackRock, Inc. accounted for 18.7%, 17.9% and 16.8% of the Index segment’s operating revenues, respectively. No single customer accounted for 10.0% or more of operating revenues within Analytics, Sustainability and Climate or All Other – Private Assets for the years ended December 31, 2025, 2024 and 2023.

Cash and Cash Equivalents

Cash and cash equivalents include ordinary bank deposits and highly liquid investments with original maturities of three months or less that consist primarily of money market funds with unrestricted daily liquidity and fixed term time deposits.

Restricted Cash

Restricted cash primarily relates to security deposits for certain operating leases that are legally restricted and unavailable for our general operations.

2. RECENT ACCOUNTING PRONOUNCEMENTS

In November 2023, the FASB issued Accounting Standards Update No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” or ASU 2023-07. The amendments in ASU 2023-07 aim to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 was adopted by the Company and is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent interim periods. The adoption of ASU 2023-07 expanded certain disclosures but did not have a material impact on our consolidated financial statements.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. The amendments in ASU 2023-09 aim to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 was adopted by the Company and is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The retrospective adoption of ASU 2023-09 expanded our disclosures but did not have a material impact on our consolidated financial statements.

In November 2024, the FASB issued Accounting Standards Update No. 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)” or ASU 2024-03. The amendments in ASU 2024-03 require additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2027 and interim period reporting beginning in fiscal 2028 on a

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

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. ASU 2025-06 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2028 and interim period reporting beginning in 2028, with early adoption permitted as of the beginning of a fiscal year. The amendments can be applied prospectively, retrospectively, or on a modified prospective transition method. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

In November 2025, the FASB issued Accounting Standards Update No. 2025-09 “Derivatives and Hedging (Topic 815)” or ASU 2025-09. The amendments in ASU 2025-09 clarify aspects of the guidance on hedge accounting and address incremental hedge accounting issues arising from the global reference rate reform initiative. ASU 2025-09 is effective for the Company’s Annual Report on Form 10-K and interim periods for the year ended December 31, 2027, with early adoption permitted. The amendments must be applied prospectively. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

In November 2025, the FASB issued Accounting Standards Update No. 2025-11 “Interim Reporting (Topic 270)” or ASU 2025-11. The amendments in ASU 2025-11 improve guidance in Topic 270 and clarify disclosure requirements for interim reporting periods without changing the fundamental nature of interim reporting. ASU 2025-11 is effective for the Company’s interim reporting periods for the year ended December 31, 2028, with early adoption permitted. The amendments can be applied prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

3. REVENUE RECOGNITION

MSCI’s operating revenues are reported by product type and each product type may have different timing for recognizing revenue. The Company’s operating revenue types are recurring subscriptions, asset-based fees and non-recurring revenues. The Company also disaggregates operating revenues by segment.

The tables that follow present the disaggregated operating revenues for the periods indicated:


	For the Year Ended December 31, 2025
	Segments
(in thousands)	Index		Analytics		Sustainability and Climate		All Other – Private Assets		Total
Operating Revenue Types
Recurring subscriptions	$	957,897	$	697,488	$	346,401	$	276,918	$	2,278,704
Asset-based fees	770,670		—		—		—		770,670
Non-recurring	58,241		16,909		7,514		2,421		85,085
Total	$	1,786,808	$	714,397	$	353,915	$	279,339	$	3,134,459


	For the Year Ended December 31, 2024
	Segments
(in thousands)	Index		Analytics		Sustainability and Climate		All Other – Private Assets		Total
Operating Revenue Types
Recurring subscriptions	$	882,367	$	658,610	$	318,835	$	254,633	$	2,114,445
Asset-based fees	657,501		—		—		—		657,501
Non-recurring	56,277		16,479		7,766		3,660		84,182
Total	$	1,596,145	$	675,089	$	326,601	$	258,293	$	2,856,128


	For the Year Ended December 31, 2023
	Segments
(in thousands)	Index		Analytics		Sustainability and Climate		All Other – Private Assets		Total
Operating Revenues Types
Recurring subscriptions	$	814,582	$	603,291	$	282,351	$	171,066	$	1,871,290
Asset-based fees	557,502		—		—		—		557,502
Non-recurring	79,731		12,665		5,217		2,515		100,128
Total	$	1,451,815	$	615,956	$	287,568	$	173,581	$	2,528,920

The tables that follow present the change in accounts receivable, net of allowances and current deferred revenue between the dates indicated:


(in thousands)	Accounts receivable, net of allowances		Deferred revenue
Opening (December 31, 2024)	$	820,709	$	1,123,423
Closing (December 31, 2025)	986,712		1,231,776
Increase/(decrease)	$	166,003	$	108,353


(in thousands)	Accounts receivable, net of allowances		Deferred revenue
Opening (December 31, 2023)	$	839,555	$	1,083,864
Closing (December 31, 2024)	820,709		1,123,423
Increase/(decrease)	$	(18,846)	$	39,559

The amounts of revenues recognized in the periods that were included in the opening current deferred revenue, which reflects contract liability amounts, were $1,123.4 million, $1,022.9 million and $836.7 million for the years ended December 31, 2025, 2024 and 2023 respectively. The difference between the opening and closing balances of the Company’s deferred revenue was primarily driven by an increase in billings, partially offset by an increase in amortization of deferred revenue to operating revenues. As of December 31, 2025, 2024 and 2023, the Company carried a long-term deferred revenue balance of $34.0 million, $32.2 million and $28.8 million, respectively, in “Other non-current liabilities” on the Consolidated Statement of Financial Condition.

For contracts that have a duration of one year or less, the Company has not disclosed either the remaining performance obligation as of the end of the reporting period or when the Company expects to recognize the revenue. The remaining performance

obligations for contracts that have a duration of greater than one year and the periods in which they are expected to be recognized are as follows:


	As of
(in thousands)	December 31, 2025
First 12-month period	$	1,134,928
Second 12-month period	736,751
Third 12-month period	367,405
Periods thereafter	239,134
Total	$	2,478,218

4. EARNINGS PER COMMON SHARE

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS reflects the assumed conversion of all dilutive securities, including, when applicable, stock options, restricted stock units, performance stock units, and performance stock options.

The following table presents the computation of basic and diluted EPS:


	Years Ended
(in thousands, except per share data)	December 31, 2025		December 31, 2024		December 31, 2023
Net income	$	1,202,305	$	1,109,128	$	1,148,592

Basic weighted average common shares outstanding	76,504		78,710		79,462
Effect of dilutive securities:	132		250		381
Diluted weighted average common shares outstanding	76,636		78,960		79,843


Earnings per common share:
Basic	$	15.72	$	14.09	$	14.45
Diluted	$	15.69	$	14.05	$	14.39

5. ACQUISITIONS

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. Fabric is a part of the Analytics operating segment. The aggregate purchase price for Fabric was $16.1 million and resulted in the recognition of $5.9 million of goodwill.

On April 16, 2024, MSCI completed the acquisition of Foxberry Ltd. (“Foxberry”), a front-office index technology platform. Foxberry is a part of the Index operating segment. The aggregate purchase price for Foxberry was $42.6 million and resulted in the recognition of $23.9 million of goodwill.

The Fabric and Foxberry acquisitions each included contingent consideration as a component of the aggregate purchase price. The fair values of the contingent consideration were determined based on management estimates and assumptions which primarily included forecasted product sales, probability of achievement of certain integration targets and discount rates. The Company classifies these liabilities as Level 3 within the fair value hierarchy, as the measurement is based on inputs that are not observable in the market. As of December 31, 2025, the fair value of the contingent consideration was $14.6 million, of which $9.6 million is included in “Other accrued liabilities” and $5.0 million is included in “Other non-current liabilities” on the Consolidated Statement of Financial Condition.

Changes in the Company’s Level 3 financial liabilities for the periods indicated were as follows:


	Years Ended
(in thousands)	December 31, 2025		December 31, 2024		December 31, 2023
Beginning balance	$	28,647	$	—	$	—
Additions of contingent consideration(1)	—		27,240		—
Change in fair value	(4,437)		1,407		—
Payments	(9,634)		—		—
Ending Balance	$	14,576	$	28,647	$	—

(1)Reflects balance of contingent consideration at acquisition date fair value.

6. DEBT

As of December 31, 2025, the Company had outstanding an aggregate of $6.0 billion in senior unsecured notes (collectively, the “Senior Notes”) and $0.3 billion under the Revolving Credit Facility (as defined below) as presented in the table below:


(in thousands)	Maturity Date	Principal amount outstanding at December 31, 2025		Carrying value at December 31, 2025		Carrying value at December 31, 2024		Fair Value at December 31, 2025		Fair Value at December 31, 2024
Debt
4.000% senior unsecured notes due 2029	November 15, 2029	$	1,000,000	$	995,818	$	994,727	$	980,000	$	944,070
3.625% senior unsecured notes due 2030	September 1, 2030	900,000		896,911		896,249		861,300		820,845
3.875% senior unsecured notes due 2031	February 15, 2031	1,000,000		994,348		993,255		963,000		918,400
3.625% senior unsecured notes due 2031	November 1, 2031	600,000		596,167		595,509		564,600		538,350
3.250% senior unsecured notes due 2033	August 15, 2033	700,000		694,870		694,201		630,000		592,046
5.250% senior unsecured notes due 2035	September 1, 2035	1,250,000		1,230,856		—		1,262,500		—
5.150% senior unsecured notes due 2036	March 15, 2036	500,000		493,149		—		499,500		—
Variable rate revolving loans(1)	August 20, 2030	300,000		300,000		336,875		297,000		333,506
Total debt		$	6,250,000	$	6,202,119	$	4,510,816	$	6,057,900	$	4,147,217

(1)As of December 31, 2025, there were $5.6 million in unamortized deferred financing fees associated with the variable rate revolving loan commitments under the Revolving Credit Facility (“Revolving Loan Commitments”) of which $1.2 million is included in “Prepaid and other assets,” and $4.4 million is included in “Other non-current assets” on the Consolidated Statement of Financial Condition.

Maturities of the Company’s principal debt payments as of December 31, 2025 are as follows:


Maturity of Principal Debt Payments (in thousands)	Amounts
2026	$	—
2027	—
2028	—
2029	1,000,000
2030	1,200,000
Thereafter	4,050,000
Total debt	$	6,250,000

Interest payments attributable to the Company’s outstanding indebtedness are due as presented in the following table:


	Interest payment frequency	First interest payment date
Senior Notes and Revolving Loan Commitments
4.000% senior unsecured notes due 2029	Semi-Annual	May 15
3.625% senior unsecured notes due 2030	Semi-Annual	March 1
3.875% senior unsecured notes due 2031	Semi-Annual	June 1
3.625% senior unsecured notes due 2031	Semi-Annual	May 1
3.250% senior unsecured notes due 2033	Semi-Annual	February 15
5.250% senior unsecured notes due 2035(1)	Semi-Annual	March 1
5.150% senior unsecured notes due 2036(2)	Semi-Annual	March 15
Variable rate revolving loans (3)	Variable	October 22

(1)The first payment will occur on March 1, 2026.

(2)The first payment will occur on March 15, 2026.

(3)The first payment occurred on October 22, 2025.

The fair market value of the Company’s debt obligations represent Level 2 valuations. The Company utilized the market approach and obtained security pricing from a vendor who used broker quotes and third-party pricing services to determine fair values.

Senior Notes. The $1,000.0 million aggregate principal amount of 4.000% senior unsecured notes due 2029 (the “2029 Senior Notes”) are scheduled to mature on November 15, 2029. The Company may redeem all or part of the 2029 Senior Notes, together with accrued and unpaid interest at redemption prices set forth in the indenture governing the 2029 Senior Notes.

The $900.0 million aggregate principal amount of 3.625% senior unsecured notes due 2030 (the “2030 Senior Notes”) are scheduled to mature on September 1, 2030. The Company may redeem all or part of the 2030 Senior Notes, together with accrued and unpaid interest at redemption prices set forth in the indenture governing the 2030 Senior Notes.

The $1,000.0 million aggregate principal amount of 3.875% senior unsecured notes due 2031 (the “2031A Senior Notes”) are scheduled to mature on February 15, 2031. The Company may redeem all or part of the 2031A Senior Notes, together with accrued and unpaid interest at redemption prices set forth in the indenture governing the 2031A Senior Notes.

The $600.0 million aggregate principal amount of 3.625% Senior Unsecured Notes due 2031 (the “2031B Senior Notes”) are scheduled to mature on November 1, 2031. At any time prior to November 1, 2026, the Company may redeem all or part of the 2031B Senior Notes at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest, if any, thereon, to the date of redemption. In addition, the Company may redeem all or part of the 2031B Senior Notes, together with accrued and unpaid interest, on or after November 1, 2026, at redemption prices set forth in the indenture governing the 2031B Senior Notes.

The $700.0 million aggregate principal amount of 3.250% Senior Unsecured Notes due 2033 (the “2033 Senior Notes”) are scheduled to mature on August 15, 2033. At any time prior to August 15, 2027, the Company may redeem all or part of the 2033 Senior Notes at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest and additional interest, if any, thereon, to the date of redemption. In

addition, the Company may redeem all or part of the 2033 Senior Notes, together with accrued and unpaid interest, on or after August 15, 2027, at redemption prices set forth in the indenture governing the 2033 Senior Notes.

On August 8, 2025, the Company issued $1,250.0 million aggregate principal amount of 5.250% Senior Unsecured Notes due 2035 (the “2035 Senior Notes”) in a registered public offering. The 2035 Senior Notes are scheduled to mature on September 1, 2035. At any time prior to June 1, 2035, the Company may redeem all or part of the 2035 Senior Notes at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest, if any, thereon to, but not including, the redemption date. On or after June 1, 2035, the 2035 Senior Notes are redeemable at 100% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date.

On November 6, 2025, the Company issued $500.0 million aggregate principal amount of 5.150% Senior Unsecured Notes due 2036 (the “2036 Senior Notes”) in a registered public offering. The 2036 Senior Notes are scheduled to mature on March 15, 2036. At any time prior to December 15, 2035, the Company may redeem all or part of the 2036 Senior Notes at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest, if any, thereon to, but not including, the redemption date. On or after December 15, 2035, the 2036 Senior Notes are redeemable at 100% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date.

Credit Agreement. Since November 20, 2014, the Company has maintained a revolving credit agreement with a syndicate of banks. On August 20, 2025, the Company entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) amending and restating in its entirety the Company’s prior Second Amended and Restated Credit Agreement (the “Prior Credit Agreement”). The Credit Agreement makes available to the Company an aggregate of $1.6 billion (from $1.25 billion under the Prior Credit Agreement) under a revolving credit facility (the “ Revolving Credit Facility”) and extends the availability period until August 20, 2030. Prior to entering into the Credit Agreement, the Company applied part of the proceeds of its offering of the 2035 Senior Notes to repay in full all outstanding borrowings under the Prior Credit Agreement. The obligations under the Credit Agreement are unsecured senior obligations of the Company.

As of December 31, 2025, the Company had $300.0 million of revolving loans outstanding under the Revolving Credit Facility. The Company may use the Revolving Credit Facility for general corporate purposes (including, working capital and acquisitions and other transactions permitted under the Credit Agreement).

Interest on the revolving loans under the Credit Agreement accrues, at a variable rate, based on the secured overnight funding rate (“SOFR”) or the alternate base rate (“Base Rate”), plus, in each case, an applicable margin determined based on the credit ratings of the Company’s senior, unsecured long-term debt. As of December 31, 2025, the applicable margin is 0.50% for Base Rate loans, and 1.50% for SOFR loans. At December 31, 2025, the interest rate on the revolving loans under the Revolving Credit Facility was 5.3%.

In connection with the closings of the Senior Notes offerings, entry into the Prior Credit Agreement and entry into the Credit Agreement, the Company paid certain financing fees which, together with the existing fees related to prior credit facilities, are being amortized over their related lives. At December 31, 2025, $53.3 million of the deferred financing fees and premium remain unamortized, $1.2 million of which is included in “Prepaid and other assets,” $4.4 million of which is included in “Other non-current assets” and $47.7 million of which is included in “Long-term debt” on the Consolidated Statement of Financial Condition.

7. LEASES

The components of lease expense (income) of the Company’s operating leases are as follows:


	Years Ended
(in thousands)	December 31, 2025		December 31, 2024		December 31, 2023
Operating lease expenses	$	31,861	$	31,321	$	29,240
Variable lease costs	1,687		2,132		3,876
Short-term lease costs	507		811		745
Sublease income	(2,646)		(3,308)		(5,127)
Total lease costs	$	31,409	$	30,956	$	28,734

The Company’s leases have remaining lease terms of up to approximately 10 years. Some of these leases have options to extend which, if exercised, would extend the maximum remaining term to approximately 21 years. Some of the leases also provide for early termination, the exercise of which would shorten the term of those leases by up to 5 years.

Maturities of the Company’s operating lease liabilities, interest and other relevant line items in the Consolidated Statement of Financial Condition as of December 31, 2025 are as follows:


Maturity of Lease Liabilities (in thousands)	Operating Leases
2026	$	33,616
2027	29,113
2028	28,276
2029	17,862
2030	14,345
Thereafter	29,070
Total lease payments	$	152,282

Less: Interest	(16,162)
Present value of lease liabilities	$	136,120


Other accrued liabilities	$	28,589
Long-term operating lease liabilities	$	107,531

Weighted-average remaining lease term and discount rate for the Company’s operating leases are as follows:


	As of
Lease Term and Discount Rate	December 31, 2025		December 31, 2024
Weighted-average remaining lease term (years)	5.49		6.27
Weighted-average discount rate	4.17	%	4.06	%

Other information related to the Company’s operating leases are as follows:


	Years Ended
Other Information (in thousands)	December 31, 2025		December 31, 2024		December 31, 2023
Operating cash flows used for operating leases	$	34,444	$	31,689	$	31,249
Right of use assets obtained in exchange for new operating lease liabilities	$	15,939	$	32,386	$	12,568

8. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

Property, equipment and leasehold improvements, net at December 31, 2025 and 2024 consisted of the following:


	As of
(in thousands)	Estimated Useful Lives	December 31, 2025		December 31, 2024
Computer & related equipment	2 to 7 years	$	192,650	$	177,346
Furniture & fixtures	7 years	16,220		15,489
Leasehold improvements	1 to 21 years	53,647		56,413
Work-in-process	—	5,779		1,542
Subtotal		268,296		250,790

Accumulated depreciation and amortization		(180,997)		(179,905)
Property, equipment and leasehold improvements, net		$	87,299	$	70,885

Depreciation and amortization expense of property, equipment and leasehold improvements was $23.4 million, $17.0 million and $21.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.

9. GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

The following table shows the changes in our goodwill balances from December 31, 2023 to December 31, 2025:


	Segments
(in thousands)	Index		Analytics		Sustainability and Climate		All Other – Private Assets		Total
Goodwill at December 31, 2023	$	1,203,435	$	290,976	$	84,724	$	1,308,557	$	2,887,692
Acquisitions⁽1⁾	23,945		5,904		(365)		(582)		28,902
Foreign exchange translation adjustment	(424)		—		(656)		(347)		(1,427)
Goodwill at December 31, 2024	$	1,226,956	$	296,880	$	83,703	$	1,307,628	$	2,915,167

Acquisitions	—		—		—		—		—
Foreign exchange translation adjustment	4,118		—		2,637		1,440		8,195
Goodwill at December 31, 2025	$	1,231,074	$	296,880	$	86,340	$	1,309,068	$	2,923,362

(1)Reflects the opening balance sheet and measurement period adjustment impacts of the acquisitions of Foxberry, Fabric, Trove and Burgiss.

Intangible Assets, Net

The following table presents the amount of amortization expense related to intangible assets by category for the periods indicated:


	Years Ended
(in thousands)	December 31, 2025		December 31, 2024		December 31, 2023
Amortization expense of acquired intangible assets	$	90,606	$	103,041	$	72,303
Amortization expense of internally developed capitalized software	78,874		60,996		42,126
Total amortization of intangible assets expense	$	169,480	$	164,037	$	114,429

The gross carrying and accumulated amortization amounts related to the Company’s intangible assets were as follows:


	December 31, 2025						December 31, 2024
(in thousands)	Gross intangible assets:		Accumulated amortization:		Net intangible assets:		Gross intangible assets:		Accumulated amortization:		Net intangible assets:
Customer relationships	$	716,167	$	(406,712)	$	309,455	$	715,020	$	(379,087)	$	335,933
Proprietary data	455,574		(147,537)		308,037		452,813		(104,980)		347,833
Acquired technology and software	258,163		(213,706)		44,457		256,794		(199,090)		57,704
Trademarks	209,090		(189,855)		19,235		209,090		(181,521)		27,569
Internally developed capitalized software	407,797		(256,468)		151,329		316,795		(178,221)		138,574
Total	$	2,046,791	$	(1,214,278)	$	832,513	$	1,950,512	$	(1,042,899)	$	907,613

Estimated amortization expense for succeeding years is presented below:


Years Ending December 31, (in thousands)	Amortization Expense
2026	$	152,961
2027	121,204
2028	90,014
2029	70,743
2030	66,376
Thereafter	331,215
Total	$	832,513

10. EMPLOYEE BENEFITS

The Company sponsors a 401(k) plan for eligible U.S. employees and defined contribution and defined benefit pension plans that cover substantially all of its non-U.S. employees. Eligible employees may participate in the MSCI 401(k) plan (or any other regional defined contribution plan sponsored by MSCI) immediately upon hire. Eligible employees receive 401(k) and other defined contribution plan matching contributions, which are subject to vesting and certain other limitations.

The following table reflects the employee benefits expense by cost, type and location in the Statement of Income for the periods indicated:


	Years Ended
(in thousands)	December 31, 2025		December 31, 2024		December 31, 2023
Employee benefit cost type
401(k) and other defined contribution plans	$	40,009	$	38,431	$	33,416
Pension related net period benefit expense	10,255		7,275		5,323
Total	$	50,264	$	45,706	$	38,739


Location in the Statement of Income
Cost of revenues	$	18,955	$	18,596	$	15,504
Selling and marketing	12,527		11,854		11,081
Research and development	11,486		10,577		8,435
General and administrative	3,817		3,391		2,949
Other expense (income)	3,479		1,288		770
Total	$	50,264	$	45,706	$	38,739

The Company uses a measurement date of December 31 to calculate obligations under its pension and postretirement plans. As of December 31, 2025 and 2024, the Company carried a net liability of $40.1 million and $37.3 million, respectively, in “Other non-current liabilities” on the Consolidated Statement of Financial Condition related to its future pension obligations. The fair value of the defined benefit plan assets was $22.8 million and $31.4 million at December 31, 2025 and 2024, respectively.

The Company’s retiree benefit plans include defined benefit plans for employees in Switzerland, as well as other countries where MSCI maintains an operating presence.

Our Switzerland plans are government-mandated retirement funds that provide employees with a minimum investment return, which is determined annually by the Swiss government and was 1.3%, 1.3% and 1.0%, in the years ended December 31, 2025, 2024 and 2023, respectively. Under the Switzerland plans, the Company and our employees are required to make contributions into a fund managed by an independent investment fiduciary. Employer contributions must be in an amount at least equal to the employee’s contribution. Employee contributions are based on the respective employee’s age, salary and chosen contribution scale. As of December 31, 2025 and 2024, the Switzerland defined benefit plans had a gross pension liability of $22.0 million and $31.1 million, respectively, and plan assets that totaled $18.1 million and $25.9 million, respectively. In the years ended December 31, 2025, 2024 and 2023, we recognized net periodic benefit expense of $1.7 million, $0.4 million and $0.3 million, respectively, related to our Switzerland plans. The discount rate for the Switzerland defined benefit pension plan was 1.30% and 1.00%, respectively, as of December 31, 2025 and 2024.

The investment strategies of the non-U.S. defined benefit plans vary according to the plan provisions and local laws. The majority of the assets in the non-U.S. plans are in the Switzerland plans. The Switzerland plans are associated with an insured collective retirement foundation, whereby assets are held in trust and the assets are commingled with those of other participating companies. Investment decisions are made by a board of the collective retirement foundation, comprised of participating company representatives and representatives from the insurer. The overall strategy is to manage risk while maximizing total returns.

11. SHAREHOLDERS’ EQUITY (DEFICIT)

This note reflects the share repurchases and related activity as well as share-based compensation activity recognized by the Company, for all periods referenced.

Stock Repurchase Program

On October 25, 2025, the Board of Directors authorized a new stock repurchase program (the “2025 Repurchase Program”) for the repurchase of up to an aggregate of $3.0 billion worth of shares of MSCI’s common stock, which supersedes and replaces the previously existing share repurchase program.

Share repurchases made pursuant to the 2025 Repurchase Program may take place in the open market or in privately negotiated transactions from time to time based on market and other conditions. This authorization may be modified, suspended or terminated by the Board of Directors at any time without prior notice.

As of December 31, 2025, there was $2.1 billion of available authorization remaining under the 2025 Repurchase Program.

Common Stock Dividends

The following table provides information with respect to repurchases of the Company’s common stock made on the open market:


Year Ended (in thousands, except per share data)	Average Price Paid Per Share		Total Number of Shares Repurchased	Dollar Value of Shares Repurchased(1)
December 31, 2025	$	559.54	4,322	$	2,418,512
December 31, 2024	$	537.72	1,507	$	810,176
December 31, 2023	$	468.26	980	$	458,721

(1)The values in this column exclude the 1% excise tax incurred on share repurchases pursuant to the Inflation Reduction Act. Any excise tax incurred is recognized as part of the cost of the shares acquired in the Consolidated Statements of Shareholders’ Equity (Deficit).

The following table presents dividends declared per common share as well as total amounts declared, distributed and deferred for the periods indicated


	Dividends
(in thousands, except per share data)	Per Share		Declared		Distributed		(Released)/ Deferred
2025
Three Months Ended March 31,	$	1.80	$	141,392	$	143,820	$	(2,428)
Three Months Ended June 30,	1.80		140,004		139,753		251
Three Months Ended September 30,	1.80		138,148		137,865		283
Three Months Ended December 31,	1.80		135,461		135,171		290
Year Ended December 31,	$	7.20	$	555,005	$	556,609	$	(1,604)

2024
Three Months Ended March 31,	$	1.60	$	129,444	$	131,378	$	(1,934)
Three Months Ended June 30,	1.60		127,304		126,958		346
Three Months Ended September 30,	1.60		126,185		125,763		422
Three Months Ended December 31,	1.60		125,576		125,163		413
Year Ended December 31,	$	6.40	$	508,509	$	509,262	$	(753)

2023
Three Months Ended March 31,	$	1.38	$	111,986	$	112,189	$	(203)
Three Months Ended June 30,	1.38		110,383		110,147		236
Three Months Ended September 30,	1.38		109,847		109,408		439
Three Months Ended December 31,	1.38		109,887		109,399		488
Year Ended December 31,	$	5.52	$	442,103	$	441,143	$	960

Common Stock

The following table presents activity related to shares of common stock issued and repurchased for the periods indicated:


	Common Stock Issued	Treasury Stock	Common Stock Outstanding
Balance At December 31, 2022	133,623,005	(53,663,016)	79,959,989
Dividend payable/paid	46	—	46
Common stock issued	188,798	—	188,798
Shares withheld for tax withholding	—	(81,789)	(81,789)
Shares repurchased under stock repurchase programs	—	(979,623)	(979,623)
Shares issued to Directors	5,483	(1,692)	3,791
Balance At December 31, 2023	133,817,332	(54,726,120)	79,091,212

Dividend payable/paid	104	—	104
Common stock issued	257,385	—	257,385
Shares withheld for tax withholding	—	(121,871)	(121,871)
Shares repurchased under stock repurchase programs	—	(1,506,682)	(1,506,682)
Shares issued to Directors	5,034	19,406	24,440
Balance At December 31, 2024	134,079,855	(56,335,267)	77,744,588

Dividend payable/paid	87	—	87
Common stock issued	237,775	—	237,775
Shares withheld for tax withholding	—	(99,973)	(99,973)
Shares repurchased under stock repurchase programs	—	(4,322,322)	(4,322,322)
Shares issued to Directors	2,116	912	3,028
Balance At December 31, 2025	134,319,833	(60,756,650)	73,563,183

Share-based Compensation

The Company regularly issues share-based compensation to its employees and directors who are not employees of the Company. The accounting guidance for share-based compensation requires measurement of compensation cost for share-based awards at fair value and recognition of compensation cost over the service period, net of estimated forfeitures. In connection with awards under its equity-based compensation and benefit plans, the Company is authorized to use newly issued shares or certain shares of common stock held in treasury.

Subsequent to December 31, 2025, the Company granted approximately 0.3 million awards to a portion of its employees in the form of RSUs, PSUs and PSOs. The aggregate fair value of the awards was approximately $125 million. The RSUs granted in 2026 primarily vest at the end of a three-year service period and primarily all are subject to a performance condition based on the level of achievement of a net new recurring subscription sales performance goal, measured over a one-year period. The PSUs granted in 2026 vest at the end of a three-year service period, are subject to a one-year sale restriction and are also subject to a market condition based on the achievement of an absolute total shareholder return compounded annual growth rate, measured over a three-year period. The PSOs granted in 2026 vest and become exercisable at the end of a three-year service period and are subject to a performance condition based on the combined level of achievement of a cumulative revenue performance goal and a cumulative adjusted EPS performance goal, each measured over a three-year period.

The following table presents the amount of share-based compensation expense by category for the periods indicated:


	Years Ended
(in thousands)	December 31, 2025		December 31, 2024		December 31, 2023
Cost of revenues	$	32,242	$	27,518	$	19,447
Selling and marketing	25,948		20,863		17,392
Research and development	15,105		15,049		9,625
General and administrative	38,542		32,935		26,233
Other expense (income)	—		—		346
Total share-based compensation expense	$	111,837	$	96,365	$	73,043

The windfall tax benefits for share-based compensation expense related to RSUs, PSUs and exercised options (together, the “Share-based Awards”) granted to Company employees and to directors who are not employees of the Company were $7.2 million, $15.7 million and $11.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2025, $115.5 million of compensation cost related to MSCI unvested share-based awards granted to the Company’s employees and to directors who are not employees of the Company had not yet been recognized. The unrecognized compensation cost relating to unvested stock-based awards expected to vest will be recognized primarily over the next one to three years.

In connection with awards under its equity-based compensation and benefit plans, the Company is authorized to issue shares of common stock. As of December 31, 2025, 6.0 million shares of common stock were available for future grants under these plans.

Share-based Awards

Certain Company employees have been granted Share-based Awards pursuant to a share-based compensation plan. Outstanding Share-based Awards include RSUs and PSUs. Recipients of Share-based Awards generally have rights to receive dividend equivalents that are subject to vesting.

The Company reports the target number of PSUs granted unless it has determined, based on the actual achievement of performance measures, that an employee will receive a different amount of shares underlying the PSUs, in which case the Company reports the amount of shares employees are likely to receive.

The fair value of the PSUs on the award dates were estimated under the Monte Carlo method using the following weighted average assumptions:


	Years Ended
	December 31, 2025		December 31, 2024		December 31, 2023
Risk free interest rate	4.20	%	4.08	%	3.75	%
Historical stock price volatility	32.24	%	32.57	%	41.10	%
Term (in years)	3.0		3.0		3.0
Discount of Lack of Marketability	7.0	%	7.2	%	9.0	%

The risk-free interest rate was determined based on the U.S. Constant Maturity Treasury yield curve as of the valuation dates with a maturity commensurate with the terms. The expected stock price volatility was determined using historical volatility. Since the PSU awards are dividend-protected, the assumed dividend yield applied in the valuation was 0.0%.

The following table presents activity concerning the Company’s vested and unvested Share-based Awards applicable to its employees (share data in thousands) for the period indicated:


For the Year Ended December 31, 2025 (in thousands, except fair value data)	Number of Shares	Weighted Average Grant Date Fair Value
Vested and unvested Share-based Awards at December 31, 2024	485	$	444.51
Granted	207	$	440.32
Vested	(259)	$	291.39
Canceled	(23)	$	558.45
Vested and unvested Share-based Awards at December 31, 2025	410	$	532.62

Vested and unvested Share-based Awards expected to vest	387	$	530.25

The total fair value of Share-based Awards held by the Company’s employees that converted to MSCI common stock during the years ended December 31, 2025, 2024 and 2023 was $133.3 million, $159.3 million and $107.8 million, respectively.

Stock Option Awards

Certain Company employees have also been granted stock option awards pursuant to a share-based compensation plan. Outstanding stock option awards include PSOs and PPOs. On the award date, the fair value of PSOs were estimated using the Black-Scholes pricing model, while the fair value of PPOs were estimated using a lattice model. We utilized a different model for PPOs because they did not meet the criteria to qualify for the simplified method provided by the SEC to estimate expected life. The estimated fair value of PSOs were calculated using the following weighted average assumptions:


	Years Ended
	December 31, 2025		December 31, 2024		December 31, 2023
Risk-free interest rate	4.34	%	3.94	%	3.44	%
Expected stock volatility	34.59	%	33.96	%	32.81	%
Expected life (in years)	6.5		6.5		6.5
Expected dividend yield	1.22	%	1.07	%	1.00	%

The estimated fair value of PPOs were calculated using the following weighted average assumptions: risk-free interest rate of 4.47%, expected stock volatility of 30.41%, expected life of 8.3 years, and expected dividend yield of 1.22%.

The determination of inputs for PSOs and PPOs was consistent, with the exception of the estimate of expected life. The risk-free interest rate was determined based on the U.S. Constant Maturity Treasury yield curve as of the valuation date with a term commensurate with the expected life of the stock option award. The expected stock price volatility was calculated using historical volatility. For PSOs, because the Company does not have sufficient historical exercise data, we utilized the simplified method provided by the SEC to calculate the expected life as the average of the contractual term and vesting period. For PPOs, the expected life was derived from the output of an option valuation model. The expected dividend yield was calculated by annualizing the most recent cash dividend declared by the Company’s Board of Directors at grant date and dividing by the closing stock price on the grant date.

The following table presents activity concerning the Company’s unvested PSOs, unvested PPOs and exercisable options, related to its employees (share data in thousands):


For the Year Ended December 31, 2025 (in thousands, except fair value data)	Number of Option Awards	Weighted Average Exercise Price		Weighted Average Remaining Life (Years)	Aggregate Intrinsic Value(1)
Vested and unvested stock option awards at December 31, 2024	370	$	570.19
Granted	282	$	814.90
Exercised	(13)	$	549.83
Canceled or forfeited	(24)	$	582.05
Vested and unvested stock option awards at December 31, 2025	615	$	682.32	8.0	$	5,471


Exercisable stock option awards at December 31, 2025	97	$	549.83	6.1	$	2,317

Unvested stock option awards expected to vest	577	$	665.73	8.4	$	5,463

(1)Calculated using the closing stock price on the last trading day of fiscal 2025, less the option exercise price, multiplied by the number of vested and unvested stock options and for unvested PSOs multiplied by the expected payout %.

There were no exercisable stock options during the years ended December 31, 2024 and 2023.

12. INCOME TAXES

The following table presents the components of income before provision for income taxes by domestic and foreign operations for the periods indicated:


	Years Ended
(in thousands)	December 31, 2025		December 31, 2024		December 31, 2023
Domestic	$	818,443	$	859,706	$	643,492
Foreign(1)	675,813		496,462		725,569
Total income before provision for income taxes	$	1,494,256	$	1,356,168	$	1,369,061

(1)Foreign income before provision for income taxes is defined as income generated from operations located outside the U.S., which includes income from foreign branches of U.S. companies.

The components of provision for (benefit from) income taxes consisted of:


	Years Ended
(in thousands)	December 31, 2025		December 31, 2024		December 31, 2023
Current
U.S. federal	$	95,326	$	115,012	$	93,475
U.S. state and local	14,758		17,534		40,567
Non U.S.	135,193		98,581		101,685
Total current tax provision/(benefit)	245,277		231,127		235,727

Deferred
U.S. federal	42,268		14,002		(1,985)
U.S. state and local	8,942		3,504		(558)
Non U.S.	(4,536)		(1,593)		(12,715)
Total deferred tax provision/(benefit)	46,674		15,913		(15,258)

Provision for income taxes	$	291,951	$	247,040	$	220,469

The following table reconciles the U.S. federal statutory income tax rate to the effective income tax rate:


	Years Ended
	December 31, 2025				December 31, 2024				December 31, 2023
(in thousands)	$ Amount		%		$ Amount		%		$ Amount		%
U.S. federal statutory income tax rate	$	313,794	21.0	%	$	284,795	21.0	%	$	287,503	21.0	%
State and local income taxes, net of federal income tax effect(1)	(3,708)		(0.3	%)	16,638		1.2	%	31,643		2.3	%


Foreign tax effects
Switzerland
Statutory tax rate differential	(29,465)		(2.0	%)	(17,433)		(1.3	%)	(32,999)		(2.4	%)
Recognition of tax basis intangibles	—		—	%	—		—	%	(14,979)		(1.1	%)
Other	4,177		0.3	%	3,908		0.3	%	(2,268)		(0.2	%)
Cayman Islands
Statutory tax rate differential	—		—	%	—		—	%	(18,433)		(1.3	%)
Other foreign jurisdictions	15,717		1.0	%	15,890		1.1	%	3,969		0.3	%
Effect of changes in tax laws or rates enacted in the current period	—		—	%	—		—	%	—		—	%
Effects of cross-border tax laws
Foreign-derived intangible income	(33,522)		(2.2	%)	(36,966)		(2.7	%)	(12,245)		(0.9	%)
General basket foreign tax credits	(27,472)		(1.8	%)	(21,488)		(1.6	%)	—		—	%
Other	1,952		0.1	%	6,321		0.3	%	7,857		0.6	%
Tax credits
Research and development credits	(7,912)		(0.5	%)	(3,195)		(0.2	%)	(7,276)		(0.5	%)
Changes in valuation allowances	(3,496)		(0.2	%)	3,496		0.3	%	—		—	%
Nontaxable or nondeductible items	6,447		0.4	%	6,469		0.5	%	1,109		0.1	%
Changes in unrecognized tax benefits	25,274		1.7	%	(545)		—	%	4,483		0.3	%
Other adjustments
Impact of internal legal entity restructuring	33,359		2.2	%	—		—	%	—		—	%
Impact of Burgiss step acquisition(2)	—		—	%	(1,132)		—	%	(21,631)		(1.6	%)
Excess share-based compensation	(3,194)		(0.2	%)	(9,718)		(0.7	%)	(6,264)		(0.5	%)
Effective income tax rate	$	291,951	19.5	%	$	247,040	18.2	%	$	220,469	16.1	%

(1)State taxes in New York, New York City, California and Illinois make up the majority (greater than 50 percent) of the tax effect in this category. In 2025, the Company recognized the benefit of prior year refund claims.

(2)On October 2, 2023, the Company acquired the remaining 66.4% interest in Burgiss (the “step acquisition”).

The amount of income taxes paid by the Company consisted of:


	Years Ended
(in thousands)	December 31, 2025		December 31, 2024		December 31, 2023
Federal	$	101,122	$	97,857	$	116,720
State and local
New York City	3,070		10,622		11,654
Other	18,685		19,301		29,215
Foreign
Switzerland	36,328		30,235		49,846
United Kingdom	32,952		19,105		19,105
Other	30,111		23,908		13,939
Total	$	222,268	$	201,028	$	240,479

Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when such differences are expected to reverse. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2025 and 2024, were as follows:


	As of
(in thousands)	December 31, 2025		December 31, 2024
Deferred tax assets:
Employee compensation and benefit plans	$	48,305	$	37,351
Tax credit carryforwards	41,770		28,075
Capitalized expenses	30,331		70,920
Lease liabilities	29,881		32,330
Loss carryforwards	8,176		7,059
Other	32,682		11,856
Gross deferred tax assets	191,145		187,591

Less: valuation allowance	(1,382)		(4,880)
Total deferred tax assets	$	189,763	$	182,711

Deferred tax liabilities:
Intangible assets	$	(116,164)	$	(115,877)
Property, equipment and leasehold improvements, net	(44,848)		(37,542)
Deferred gain	(38,124)		—
Right of use assets	(23,596)		(25,247)
Other	(14,074)		(5,147)
Unremitted foreign earnings	(8,724)		(5,895)
Total deferred tax liabilities	$	(245,530)	$	(189,708)

Net deferred tax assets/(liabilities)	$	(55,767)	$	(6,997)

The Company believes the majority of the deferred tax assets at December 31, 2025 are more likely than not to be realized based on expectations as to future taxable income in the jurisdictions in which it operates. Valuation allowances have been provided where tax attributes do not meet recognition criteria.

The Company has tax credit carryforwards, primarily comprised of U.S. Corporate Alternative Minimum Tax (CAMT) and foreign tax credits. Net operating loss carryforwards were $29.8 million with a tax value of $8.2 million and $28.4 million with a tax value of $7.1 million as of December 31, 2025 and 2024, respectively. The majority of tax attributes may be utilized over an indefinite life.

As of December 31, 2025, the Company has provided for applicable state income and foreign withholding taxes on all undistributed earnings of its foreign subsidiaries.

The Company regularly assesses the likelihood of additional assessments in each of the taxing jurisdictions in which it files income tax returns. The Company has established unrecognized tax benefits that the Company believes are adequate in relation to the potential for additional assessments.

The following table presents a reconciliation of the beginning and ending amount of the gross unrecognized tax benefits, excluding interest and penalties, for the years ended December 31, 2025, 2024 and 2023:


	Years Ended
Gross unrecognized tax benefits (in thousands)	December 31, 2025		December 31, 2024		December 31, 2023
Beginning balance	$	32,313	$	33,801	$	32,523
Increases based on tax positions related to the current period	4,601		3,068		5,028
Increases based on tax positions related to prior periods	23,400		5,363		1,961
Decreases based on tax positions related to prior periods	(34)		(427)		—
Decreases related to settlements with taxing authorities	(310)		(8,940)		(5,711)
Decreases related to a lapse of applicable statute of limitations	(466)		(552)		—
Ending balance	$	59,504	$	32,313	$	33,801

The Company recognized $3.7 million, $0.0 million and $3.4 million of net interest and penalties in the Consolidated Statement of Income with respect to unrecognized tax benefits for the years ended December 31, 2025, 2024 and 2023, respectively. The amount of accrued interest and penalties, which includes interest and penalties related to uncertain tax positions and accrued income tax expense, recorded on the Consolidated Statement of Financial Condition was $7.3 million, $3.6 million and $3.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company is under or open to examination by the IRS and other tax authorities in certain jurisdictions, including U.S. federal, states in which the Company has significant operations (such as New York and California), and foreign jurisdictions (such as Switzerland and India). The tax years currently under or open to examination vary by jurisdiction but include years ranging from 2008 onwards.

13. SEGMENT INFORMATION

ASC Subtopic 280-10, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available. This information is regularly evaluated by the chief operating decision maker (“CODM”) to allocate resources and assess performance. Through November 2025, MSCI’s Chief Executive Officer and its President and Chief Operating Officer together served as the CODM. Following the leadership transition announced in November 2025, under which the President and Chief Operating Officer roles were separated, our Chief Executive Officer serves as the sole CODM. This transition did not affect how the CODM reviews financial information on an operating segment basis to make operational decisions and assess financial performance.

The CODM measures and evaluates operating segments based on segment operating revenues and Adjusted EBITDA. Adjusted EBITDA is used to assess segment performance and guide resource allocation, including decisions related to capital allocations and acquisitions. Additionally, Adjusted EBITDA is used to monitor actual performance against budget and to establish management's compensation. The CODM also uses Adjusted EBITDA for competitive analysis, benchmarking MSCI's performance against its competitors to evaluate segment performance. Adjusted EBITDA for each segment is calculated by subtracting segment Adjusted EBITDA expenses from segment operating revenues.

MSCI excludes the following items from segment Adjusted EBITDA and Adjusted EBITDA expenses: provision for income taxes; other expense (income), net; depreciation and amortization of property, equipment and leasehold improvements; amortization of intangible assets; and, at times, certain other transactions or adjustments. These may include impairments related to sublease of leased property and certain acquisition-related integration and transaction costs that the CODM does not consider when allocating resources among segments or assessing segment performance. While these amounts are excluded from segment Adjusted EBITDA, they are included in reported consolidated net income and are reflected in the reconciliation provided below.

Operating revenues and expenses directly associated with each segment are included in determining that segment’s operating results. Expenses not directly attributable to a specific segment are allocated using methodologies, such as time estimates, revenue,

headcount, sales targets, data center consumption and other relevant usage measures. Given the integrated structure of MSCI’s business, certain costs incurred by one segment may benefit other segments. Additionally, a segment may utilize content and data produced by another segment without incurring an intersegment charge. Within Adjusted EBITDA expenses by operating segment, there are no categories of expenses regularly provided to the CODM.

The CODM does not receive information about total assets on an operating segment basis. Operating segments do not record intersegment revenues; therefore, none are reported. The accounting policies used for segment reporting are consistent with those applied to MSCI as a whole.

MSCI has five operating segments: Index, Analytics, Sustainability and Climate, Real Assets and Private Capital Solutions. These are presented as three reportable segments: Index, Analytics and Sustainability and Climate. The operating segments Real Assets and Private Capital Solutions do not individually meet the segment reporting thresholds and have been combined into All Other – Private Assets.

Prior to the step acquisition of Burgiss on October 2, 2023, 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 not a component of Adjusted EBITDA as it was reported as a component of other (expense) income, net. Following the acquisition, the consolidated results of Burgiss were included in the Company’s Private Capital Solutions operating segment.

The Index reportable segment provides equity and fixed income indexes. The indexes are used across the investment process, including the development of indexed financial products (e.g., ETFs, mutual funds, annuities, futures, options, structured products, over-the-counter derivatives), performance benchmarking, portfolio construction and rebalancing, asset allocation and creating custom indexes.

The Analytics reportable segment offers risk management, performance attribution, and portfolio management content, applications and services. These offerings provide clients with an integrated view of risk and return and tools for analyzing market, credit, liquidity, counterparty and climate risks across all major asset classes, including public and private securities, spanning short, medium and long term horizons. Clients can access Analytics tools and content through MSCI’s proprietary applications and application programming interfaces (APIs), third-party applications or directly via their own platforms.

We continue to develop new and improved tools and capabilities in response to the evolving needs of our clients. In addition, our analytics capabilities are helping fuel growth in key areas across our business, such as our factor indexes, climate risk reporting solutions and factor risk analytics on private assets.

The Sustainability and Climate reportable segment offers products and services that help institutional investors understand how sustainability considerations can impact the long-term risk and return of their portfolio and individual security-level investments. This segment also provides data, ratings, research and tools to assist investors navigate increasing regulation, meet new client demands and better integrate sustainability and climate considerations into their investment processes.

The Real Assets operating segment offers data, benchmarks, return-analytics, climate assessments and market insights for tangible assets such as real estate and infrastructure. Its performance and risk analytics services range from enterprise-wide assessments to property-specific analysis. Additionally, the operating segment offers business intelligence products for real estate owners, managers, developers and brokers worldwide.

The Private Capital Solutions operating segment provides a suite of tools to support investors in overseeing investment portfolios across public and private assets. These include sourcing terms and conditions, evaluating operating performance of underlying portfolio companies, managing risk and other activities related to private capital investing.

The following table presents operating revenues, Adjusted EBITDA expenses and segment profitability and a reconciliation to net income for the periods indicated:


	Years Ended
(in thousands)	December 31, 2025		December 31, 2024		December 31, 2023
Operating revenues
Index	$	1,786,808	$	1,596,145	$	1,451,815
Analytics	714,397		675,089		615,956
Sustainability and Climate	353,915		326,601		287,568
Total reportable segment operating revenues	2,855,120		2,597,835		2,355,339

All Other – Private Assets	279,339		258,293		173,581
Total operating revenues	3,134,459		2,856,128		2,528,920


Adjusted EBITDA expense
Index	420,800		374,091		344,842
Analytics	371,867		346,794		341,081
Sustainability and Climate	225,438		221,893		195,890
Total reportable segment Adjusted EBITDA expense	1,018,105		942,778		881,813


Adjusted EBITDA
Index Adjusted EBITDA	1,366,008		1,222,054		1,106,973
Analytics Adjusted EBITDA	342,530		328,295		274,875
Sustainability and Climate Adjusted EBITDA	128,477		104,708		91,678
Total reportable segment profitability	1,837,015		1,655,057		1,473,526


Plus:
All Other – Private Assets(1)	69,437		61,427		49,425
Less:
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
Impairment related to sublease of leased property	—		—		477
Acquisition-related integration and transaction costs(2)	—		6,951		2,427
Operating income	1,713,567		1,528,518		1,384,609

Other expense (income), net	219,311		172,350		15,548
Income before provision for income taxes	1,494,256		1,356,168		1,369,061
Provision for income taxes	291,951		247,040		220,469
Net income	$	1,202,305	$	1,109,128	$	1,148,592

(1)Revenue less segment expenses from segments below the segment reporting thresholds are attributable to Private Capital Solutions and Real Assets operating segments. Private Capital Solutions and Real Assets operating segments do not meet any of the segment reporting thresholds for determining reportable segments.

(2)Represents transaction expenses and other costs directly related to the acquisition and integration of acquired businesses, including professional fees, severance expenses, regulatory filing fees and other costs, in each case that are incurred no later than 12 months after the close of the relevant acquisition.

Operating revenues by geography are primarily based on the shipping address of the ultimate customer utilizing the product. The following table presents revenue by geographic area for the periods indicated:


	Years Ended
(in thousands)	December 31, 2025		December 31, 2024		December 31, 2023
Operating revenues
Americas:
United States	$	1,267,406	$	1,168,998	$	1,044,016
Other	140,702		128,950		111,965
Total Americas	1,408,108		1,297,948		1,155,981

Europe, the Middle East and Africa (“EMEA”):
United Kingdom	543,481		479,674		408,087
Other	698,498		632,133		569,032
Total EMEA	1,241,979		1,111,807		977,119

Asia & Australia:
Japan	127,611		114,157		100,823
Other	356,761		332,216		294,997
Total Asia & Australia	484,372		446,373		395,820

Total	$	3,134,459	$	2,856,128	$	2,528,920

Long-lived assets consist of property, equipment and leasehold improvements, right of use assets and internally developed capitalized software, net of accumulated depreciation and amortization. The following table presents long-lived assets by geographic area on the dates indicated:


	As of
(in thousands)	December 31, 2025		December 31, 2024
Long-lived assets
Americas:
United States	$	270,984	$	253,072
Other	6,576		7,558
Total Americas	277,560		260,630

EMEA:
United Kingdom	20,491		17,632
Other	24,235		22,157
Total EMEA	44,726		39,789

Asia & Australia:
Japan	413		874
Other	28,802		27,601
Total Asia & Australia	29,215		28,475

Total	$	351,501	$	328,894

14. SUBSEQUENT EVENTS

On January 27, 2026, the Board of Directors of the Company declared a quarterly dividend of $2.05 per share of common stock to be paid on February 27, 2026 to shareholders of record as of the close of trading on February 13, 2026.

Subsequent to December 31, 2025, the Company completed a multi-phase internal legal entity restructuring that commenced in 2025. As a result of the completion of the restructuring, the Company recognized a tax benefit of approximately $88 million in the first quarter of 2026. Accordingly, the Company will recognize a reduction to its net deferred tax liabilities in the first quarter of 2026 on the Statement of Financial Condition. The change to net deferred taxes is primarily comprised of an increase in deferred tax assets

related to capitalized expenses of approximately $88 million and a decrease in deferred tax liabilities with respect to deferred intercompany gains recognized in 2025 of approximately $38 million. These estimates are subject to adjustment pending finalization of tax calculations.

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