Item 1. Financial Statements

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Item 1. Financial Statements

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in millions, except per share data)

As of
March 31,December 31,
(unaudited)20262025
ASSETS
Current assets:
Cash and cash equivalents (includes restricted cash of $3.6 and $3.7 at March 31, 2026 and December 31, 2025, respectively)$385.3$515.3
Accounts receivable (net of allowances of $7.1 and $6.4 at March 31, 2026 and December 31, 2025, respectively)883.2986.7
Prepaid income taxes43.769.3
Prepaid and other assets81.973.5
Total current assets1,394.11,644.8
Property, equipment and leasehold improvements, net87.387.3
Right of use assets146.8112.9
Goodwill2,962.32,923.4
Intangible assets, net851.0832.5
Deferred tax assets47.045.9
Other non-current assets56.855.7
Total assets$5,545.3$5,702.5
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable$10.3$15.3
Income taxes payable56.574.4
Accrued compensation and related benefits94.7242.9
Other accrued liabilities267.7265.4
Deferred revenue1,184.01,231.8
Total current liabilities1,613.21,829.8
Long-term debt6,403.86,202.3
Long-term operating lease liabilities143.9107.5
Deferred tax liabilities24.6101.6
Other non-current liabilities133.9115.8
Total liabilities8,319.48,357.0
Commitments and Contingencies (see Note 7)
Shareholders’ equity (deficit):
Preferred stock (par value $0.01; 100.0 shares authorized; no shares issued)——
Common stock (par value $0.01; 750.0 common shares authorized; 134.4 and 134.4 common shares issued and 72.9 and 73.6 common shares outstanding at March 31, 2026 and December 31, 2025, respectively)1.31.3
Treasury shares, at cost (61.5 and 60.8 common shares held at March 31, 2026 and December 31, 2025, respectively)(10,253.0)(9,834.4)
Additional paid in capital1,851.91,802.5
Retained earnings5,684.75,427.6
Accumulated other comprehensive loss(59.0)(51.5)
Total shareholders’ equity (deficit)(2,774.1)(2,654.5)
Total liabilities and shareholders’ equity (deficit)$5,545.3$5,702.5

See Notes to Condensed Consolidated Financial Statements (Unaudited)

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in millions, except per share data)

Three Months Ended March 31,
(unaudited)20262025
Operating revenues$850.8$745.8
Operating expenses:
Cost of revenues (exclusive of depreciation and amortization)141.8136.8
Selling and marketing85.778.7
Research and development49.647.6
General and administrative69.057.1
Amortization of intangible assets41.943.9
Depreciation and amortization of property, equipment and leasehold improvements5.94.7
Total operating expenses393.9368.8
Operating income456.9377.0
Interest income(2.8)(3.9)
Interest expense69.146.5
Other expense (income)1.43.3
Other expense (income), net67.745.9
Income before provision for income taxes389.2331.1
Provision for income taxes(16.8)42.5
Net income$406.0$288.6
Earnings per share:
Basic$5.54$3.72
Diluted$5.53$3.71
Weighted average shares outstanding:
Basic73.377.6
Diluted73.477.8

See Notes to Condensed Consolidated Financial Statements (Unaudited)

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

Three Months Ended March 31,
(unaudited)20262025
Net income$406.0$288.6
Other comprehensive income (loss):
Foreign currency translation adjustments(8.9)7.5
Income tax effect1.4(0.7)
Foreign currency translation adjustments, net(7.5)6.8
Pension and other post-retirement adjustments—0.5
Income tax effect——
Pension and other post-retirement adjustments, net—0.5
Other comprehensive (loss) income, net of tax(7.5)7.3
Comprehensive income$398.5$295.9

See Notes to Condensed Consolidated Financial Statements (Unaudited)

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(in millions)

(unaudited)Common StockTreasury StockAdditional Paid in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Total
Balance at December 31, 2025$1.3$(9,834.4)$1,802.5$5,427.6$(51.5)$(2,654.5)
Net income406.0406.0
Dividends declared ($2.05 per common share)(148.9)(148.9)
Dividends paid in shares——
Other comprehensive income (loss), net of tax(7.5)(7.5)
Common stock issued——
Shares withheld for tax withholding and exercises(15.5)(15.5)
Exercise of stock options—1.31.3
Compensation payable in common stock48.148.1
Common stock repurchased and held in treasury(403.1)(403.1)
Common stock issued to Directors and (held in)/released from treasury——
Balance at March 31, 2026$1.3$(10,253.0)$1,851.9$5,684.7$(59.0)$(2,774.1)
Balance at December 31, 2024$1.3$(7,334.3)$1,683.7$4,780.3$(71.0)$(940.0)
Net income288.6288.6
Dividends declared ($1.80 per common share)(141.4)(141.4)
Dividends paid in shares——
Other comprehensive income (loss), net of tax7.37.3
Common stock issued——
Shares withheld for tax withholding and exercises(57.7)(57.7)
Exercise of stock options—0.40.4
Compensation payable in common stock40.440.4
Common stock repurchased and held in treasury(156.2)(156.2)
Common stock issued to Directors and (held in)/released from treasury——
Balance at March 31, 2025$1.3$(7,548.2)$1,724.5$4,927.5$(63.7)$(958.6)

See Notes to Condensed Consolidated Financial Statements (Unaudited)

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

Three Months Ended March 31,
(unaudited)20262025
Cash flows from operating activities
Net income$406.0$288.6
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets41.943.9
Stock-based compensation expense47.740.0
Depreciation and amortization of property, equipment and leasehold improvements5.94.7
Amortization of right of use assets6.85.9
Amortization of debt origination fees1.81.3
Deferred taxes(82.5)3.4
Other adjustments(5.2)7.3
Changes in assets and liabilities:
Accounts receivable102.173.2
Prepaid income taxes25.5(4.2)
Prepaid and other assets(9.3)(7.0)
Other non-current assets(1.3)(9.6)
Accounts payable(6.2)(5.9)
Income taxes payable(17.8)32.8
Accrued compensation and related benefits(146.6)(127.1)
Other accrued liabilities(15.2)9.0
Deferred revenue(46.2)(46.9)
Long-term operating lease liabilities(6.0)(6.7)
Other non-current liabilities4.9(0.9)
Other0.5(0.1)
Net cash provided by operating activities306.8301.7
Cash flows from investing activities
Capitalized software development costs(26.0)(21.3)
Capital expenditures(2.8)(11.6)
Business acquisitions, net of cash acquired(41.7)—
Net cash used in investing activities(70.5)(32.9)
Cash flows from financing activities
Repurchase of common stock held in treasury(414.8)(213.1)
Payment of dividends(150.5)(143.8)
Repayment of borrowings(175.0)(65.0)
Proceeds from borrowings375.0100.0
Proceeds from exercise of stock options1.30.4
Payment of contingent consideration and deferred purchase price from acquisitions(0.5)(0.2)
Net cash (used in) provided by financing activities(364.5)(321.7)
Effect of exchange rate changes(1.8)4.2
Net (decrease) increase in cash, cash equivalents and restricted cash(130.0)(48.7)
Cash, cash equivalents and restricted cash, beginning of period515.3409.4
Cash, cash equivalents and restricted cash, end of period$385.3$360.7
Supplemental disclosure of cash flow information:
Cash paid for interest$79.0$33.6
Cash paid for income taxes, net of refunds received$55.8$11.2
Supplemental disclosure of non-cash investing activities
Property, equipment and leasehold improvements in other accrued liabilities$6.0$10.6

See Notes to Condensed Consolidated Financial Statements (Unaudited)

MSCI INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. INTRODUCTION AND BASIS OF PRESENTATION

MSCI Inc., together with its wholly owned subsidiaries (the “Company” or “MSCI”), provides research-based data, analytics and indexes, supported by advanced technology, that set standards for global investors and help our clients understand risks and opportunities, make better investment decisions and unlock innovation. The Company’s products and services include indexes; portfolio construction and risk management tools; sustainability and climate solutions; and private asset data and analytics.

Basis of Presentation and Use of Estimates

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. If not materially different, certain note disclosures included therein have been omitted from these interim condensed consolidated financial statements.

In the opinion of management, all adjustments, which consist of normal recurring adjustments necessary for a fair statement of the interim consolidated financial statements, have been included. The results of operations for interim periods are not necessarily indicative of results for the entire year.

The Company’s unaudited condensed consolidated financial statements are prepared in accordance with GAAP. The Company makes certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the unaudited condensed 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 unaudited condensed consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. Inter-company balances and transactions are eliminated in consolidation.

In the first quarter of 2026, the Company changed the presentation of our financial statements and accompanying footnote disclosure from thousands to millions, and as a result, any necessary rounding adjustments have been made to prior period disclosed amounts.

Concentrations

For the three months ended March 31, 2026 and 2025, BlackRock, Inc. (“BlackRock”) accounted for 11.7% and 10.3% of the Company’s consolidated operating revenues, respectively. For the three months ended March 31, 2026 and 2025, BlackRock accounted for 19.7% and 17.8% of the Index segment’s operating revenues, respectively. No single customer represented 10.0% or more of operating revenues within Analytics, Sustainability and Climate or All Other – Private Assets for the three months ended March 31, 2026 and 2025.

Allowance for Credit Losses

Changes in the allowance for credit losses from December 31, 2024 to March 31, 2026 were as follows:

(in millions)Amount
Balance as of December 31, 2024$5.3
Addition to credit loss expense4.0
Write-offs, net of recoveries(2.9)
Balance as of December 31, 2025$6.4
Addition to credit loss expense0.8
Write-offs, net of recoveries(0.1)
Balance as of March 31, 2026$7.1

2. RECENT ACCOUNTING PRONOUNCEMENTS

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 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. The Company adopted ASU 2025-05 effective January 1, 2026. The adoption did not have a material effect on the Company’s 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 does not expect the adoption to have a material effect 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 condensed 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 Three Months Ended March 31, 2026
Segments
(in millions)IndexAnalyticsSustainability and ClimateAll Other - Private AssetsTotal
Operating Revenue Types
Recurring subscriptions$254.2$183.2$90.9$71.9$600.2
Asset-based fees224.5———224.5
Non-recurring17.66.81.00.726.1
Total$496.3$190.0$91.9$72.6$850.8
For the Three Months Ended March 31, 2025
Segments
(in millions)IndexAnalyticsSustainability and ClimateAll Other - Private AssetsTotal
Operating Revenue Types
Recurring subscriptions$233.3$169.8$82.7$66.8$552.6
Asset-based fees177.4———177.4
Non-recurring11.02.41.90.515.8
Total$421.7$172.2$84.6$67.3$745.8

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

(in millions)Accounts receivable, net of allowancesDeferred revenue
Opening (December 31, 2025)$986.7$1,231.8
Closing (March 31, 2026)883.21,184.0
Increase/(decrease)$(103.5)$(47.8)
(in millions)Accounts receivable, net of allowancesDeferred revenue
Opening (December 31, 2024)$820.7$1,123.4
Closing (March 31, 2025)749.21,082.5
Increase/(decrease)$(71.5)$(40.9)

Deferred revenue primarily represents subscription fees billed in advance of the related performance period. For the three months ended March 31, 2026 and 2025, the Company recognized $491.9 million and $447.3 million, respectively, of revenue that was included in the deferred revenue balance as of the beginning of each period. The decrease in the Company’s deferred revenue balance during the period was primarily driven by revenue recognized on existing contracts, partially offset by new billings.

As of March 31, 2026 and December 31, 2025, long-term deferred revenue of $33.0 million and $34.0 million, respectively, was included in “Other non-current liabilities” on the Unaudited Condensed 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
March 31,
(in millions)2026
First 12-month period$1,170.5
Second 12-month period751.0
Third 12-month period348.5
Periods thereafter213.0
Total$2,483.0

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:

Three Months Ended March 31,
(in millions, except per share data)20262025
Net income$406.0$288.6
Basic weighted average common shares outstanding73.377.6
Effect of dilutive securities0.10.2
Diluted weighted average common shares outstanding73.477.8
Earnings per common share:
Basic$5.54$3.72
Diluted$5.53$3.71

5. ACQUISITIONS

On February 27, 2026, MSCI completed the acquisition of Vantager (“Vantager”), an AI-enabled platform that supports pre-investment due diligence, data extraction and reporting for private markets investors. Vantager is a part of the Private Capital Solutions operating segment.

On March 2, 2026, MSCI completed the acquisition of Compass Financial Technologies (“Compass”), an index services provider that supports the calculation and development of multi-asset and alternative asset class indexes. Compass is a part of the Index operating segment.

In connection with these acquisitions, the aggregate purchase price was $71.4 million. The preliminary acquired balances related to the acquisitions consisted of $36.5 million in intangible assets and $42.7 million in goodwill, with a weighted average amortization period of intangible assets of 7.1 years.

Goodwill recognized for the Vantager and Compass acquisitions reflects expected synergies from the acquired technology platforms and is not deductible for income tax purposes.

The Vantager and Compass 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 March 31, 2026, the fair value of the contingent consideration was $34.3 million, of which $17.9 million is included in “Other accrued liabilities” and $16.4 million is included in “Other non-current liabilities” on the Unaudited Condensed Consolidated Statement of Financial Condition.

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

Three Months Ended March 31,
(in millions)20262025
Beginning balance$14.6$28.6
Additions of contingent consideration120.5—
Change in fair value(0.3)0.5
Payments(0.5)—
Ending Balance$34.3$29.1

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

6. GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

The following table shows the changes in our goodwill balances from December 31, 2025 to March 31, 2026:

Segments
(in millions)IndexAnalyticsSustainability and ClimateAll Other - Private AssetsTotal
Goodwill at December 31, 2025$1,231.1$296.9$86.3$1,309.1$2,923.4
Acquisitions131.1——11.642.7
Foreign exchange translation adjustment(2.6)—(0.7)(0.5)(3.8)
Goodwill at March 31, 2026$1,259.6$296.9$85.6$1,320.2$2,962.3

1Reflects the opening balance sheet impacts of the acquisitions of Vantager and Compass.

Intangible Assets, Net

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

Three Months Ended March 31,
(in millions)20262025
Amortization expense of acquired intangible assets$19.6$25.8
Amortization expense of internally developed capitalized software22.318.1
Total amortization of intangible assets expense$41.9$43.9

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

March 31, 2026December 31, 2025
(in millions)Gross intangible assetsAccumulated amortizationNet intangible assetsGross intangible assetsAccumulated amortizationNet intangible assets
Customer relationships$723.0$(411.3)$311.7$716.2$(406.7)$309.5
Proprietary data461.1(156.9)304.2455.6(147.5)308.1
Acquired technology and software279.6(217.5)62.1258.2(213.7)44.5
Trademarks209.1(190.9)18.2209.1(189.9)19.2
Internally developed capitalized software432.1(277.3)154.8407.7(256.5)151.2
Total$2,104.9$(1,253.9)$851.0$2,046.8$(1,214.3)$832.5

The following table presents the estimated amortization expense for the remainder of the year ending December 31, 2026 and succeeding years:

Years Ending December 31, (in millions)Amortization Expense
Remainder of 2026$122.6
2027135.3
2028104.3
202978.4
203072.1
Thereafter338.3
Total$851.0

7. DEBT

As of March 31, 2026, the Company had outstanding an aggregate of $6.0 billion in senior unsecured notes (collectively, the “Senior Notes”) and $500.0 million of revolving loans under the Revolving Credit Facility (as defined below) as presented in the table below:

Principal Amount Outstanding atCarrying Value atCarrying Value atFair Value atFair Value at
(in millions)Maturity DateMarch 31, 2026March 31, 2026December 31, 2025March 31, 2026December 31, 2025
Debt
4.000% senior unsecured notes due 2029November 15, 2029$1,000.0$996.1$995.8$970.0$980.0
3.625% senior unsecured notes due 2030September 1, 2030900.0897.1896.9851.4861.3
3.875% senior unsecured notes due 2031February 15, 20311,000.0994.6994.3947.0963.0
3.625% senior unsecured notes due 2031November 1, 2031600.0596.3596.2555.6564.6
3.250% senior unsecured notes due 2033August 15, 2033700.0695.0694.9609.7630.0
5.250% senior unsecured notes due 2035September 1, 20351,250.01,231.31,231.01,220.01,262.5
5.150% senior unsecured notes due 2036March 15, 2036500.0493.4493.2482.0499.5
Variable rate revolving loans 1August 20, 2030500.0500.0300.0495.0297.0
Total debt$6,450.0$6,403.8$6,202.3$6,130.7$6,057.9

1As of March 31, 2026 there were $5.3 million in unamortized deferred financing fees associated with the variable rate revolving loan commitments under the Revolving Credit Facility of which $1.2 million is included in “Prepaid and other assets,” and $4.1 million is included in “Other non-current assets” on the Unaudited Condensed Consolidated Statement of Financial Condition.

Maturities of the Company’s principal debt payments as of March 31, 2026 are as follows:

(in millions)Amounts
Remainder of 2026$—
2027—
2028—
20291,000.0
20301,400.0
Thereafter4,050.0
Total debt$6,450.0

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

Interest payment frequencyFirst interest payment date
Senior Notes and Revolving Loans
4.000% senior unsecured notes due 2029Semi-AnnualMay 15
3.625% senior unsecured notes due 2030Semi-AnnualMarch 1
3.875% senior unsecured notes due 2031Semi-AnnualJune 1
3.625% senior unsecured notes due 2031Semi-AnnualMay 1
3.250% senior unsecured notes due 2033Semi-AnnualFebruary 15
5.250% senior unsecured notes due 20351Semi-AnnualMarch 1
5.150% senior unsecured notes due 20362Semi-AnnualMarch 15
Variable rate revolving loans3VariableOctober 22

1The first payment occurred on March 1, 2026.

2The first payment occurred on March 15, 2026.

3The 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.

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 March 31, 2026, the Company had $500.0 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 March 31, 2026, the applicable margin was 0.50% for Base Rate loans, and 1.50% for SOFR loans. At March 31, 2026, the interest rate on the revolving loans under the Revolving Credit Facility was 5.2%.

In connection with the closings of the Senior Notes offerings, entry into the Prior Credit Agreement and the subsequent amendments thereto 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 March 31, 2026, $51.4 million of the deferred financing fees and premium remain unamortized, $1.2 million of which is included in “Prepaid and other assets,” $4.1 million of which is included in “Other non-current assets” and $46.1 million of which is included in “Long-term debt” on the Unaudited Condensed Consolidated Statement of Financial Condition.

8. LEASES

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

Three Months Ended March 31,
(in millions)20262025
Operating lease expenses$8.2$7.5
Variable lease costs1.00.2
Short-term lease costs0.20.1
Sublease income(0.7)(0.7)
Total lease costs$8.7$7.1

Maturities of the Company’s operating lease liabilities as of March 31, 2026 are as follows:

Maturity of Lease LiabilitiesOperating
(in millions)Leases
Remainder of 2026$24.5
202729.9
202834.5
202924.8
203021.3
Thereafter61.4
Total lease payments$196.4
Less: Interest(27.4)
Present value of lease liabilities$169.0
Other accrued liabilities$25.1
Long-term operating lease liabilities$143.9

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

As of
March 31,December 31,
Lease Term and Discount Rate20262025
Weighted-average remaining lease term (years)6.45.5
Weighted-average discount rate4.4%4.2%

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

Other InformationThree Months Ended March 31,
(in millions)20262025
Operating cash flows used for operating leases$8.9$8.2
Right of use assets obtained in exchange for new operating lease liabilities$42.2$4.2

9. 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 superseded and replaced 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 March 31, 2026, there was $1.7 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:

Three months ended (in millions, except per share data)Average Price Paid Per ShareTotal Number of Shares RepurchasedDollar Value of Shares Repurchased****1
March 31, 2026$5580.7$399.3
March 31, 2025$5910.3$155.4

1The 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 Unaudited Condensed Consolidated Statement of Shareholders’ Equity (Deficit).

The following table presents dividends declared per common share as well as total amounts declared for the periods indicated:

Dividends Declared
(in millions, except per share data)Per ShareTotal Amount
Three Months Ended March 31, 2026$2.05$148.9
Three Months Ended March 31, 2025$1.80$141.4

Common Stock

The following table presents activity related to shares of common stock issued and repurchased during the three months ended March 31, 2026:

Common StockTreasuryCommon Stock
(in millions)IssuedStockOutstanding
Balance at December 31, 2025134.4(60.8)73.6
Dividend payable/paid———
Common stock issued and exercise of stock options———
Shares withheld for tax withholding———
Shares repurchased under stock repurchase programs—(0.7)(0.7)
Shares issued to directors———
Balance at March 31, 2026134.4(61.5)72.9

10. INCOME TAXES

The effective tax rate for the three months ended March 31, 2026 and 2025 was (4.3)% and 12.8%, respectively. The decrease in the effective tax rate was primarily driven by the completion of a multi-phased internal legal entity restructuring that commenced in fourth quarter 2025 and was completed during the three months ended March 31, 2026. Upon completion of the restructuring, the Company recognized an $88.0 million discrete tax benefit during the three months ended March 31, 2026.

The difference from the statutory tax rate in the prior period was primarily related to excess tax benefits recognized on the vesting of stock-based compensation and the benefit of prior year refund claims.

11. 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. MSCI’s Chief Executive Officer, who serves as 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.

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 and 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 in navigating increasing regulation, meeting new client demands and better integrating 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:

Three Months Ended March 31,
(in millions)20262025
Operating revenues
Index$496.3$421.7
Analytics190.0172.2
Sustainability and Climate91.984.6
Total reportable segment operating revenues778.2678.5
All Other - Private Assets72.667.3
Total operating revenues850.8745.8
Adjusted EBITDA expenses
Index121.1110.1
Analytics107.296.2
Sustainability and Climate58.960.8
Total reportable segment Adjusted EBITDA expense287.2267.1
Adjusted EBITDA
Index Adjusted EBITDA375.2311.6
Analytics Adjusted EBITDA82.876.0
Sustainability and Climate Adjusted EBITDA33.023.8
Total reportable segment profitability491.0411.4
Plus:
All Other - Private Assets113.714.2
Less:
Amortization of intangible assets41.943.9
Depreciation and amortization of property, equipment and leasehold improvements5.94.7
Operating income456.9377.0
Other expense (income), net67.745.9
Income before provision for income taxes389.2331.1
Provision for income taxes(16.8)42.5
Net income$406.0$288.6

1Revenue 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.

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

Three Months Ended March 31,
(in millions)20262025
Operating revenues
Americas:
United States$340.5$302.4
Other36.933.7
Total Americas377.4336.1
Europe, the Middle East and Africa (“EMEA”):
United Kingdom149.7123.7
Other188.2169.1
Total EMEA337.9292.8
Asia & Australia:
Japan37.130.2
Other98.486.7
Total Asia & Australia135.5116.9
Total$850.8$745.8

12. SUBSEQUENT EVENTS

On April 20, 2026, the Board of Directors declared a quarterly cash dividend of $2.05 per share for the three months ending June 30, 2026 (“second quarter 2026”). The second quarter 2026 dividend is payable on May 29, 2026 to shareholders of record as of the close of trading on May 15, 2026.

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