A Dark Vector Cognition product

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
June 30,December 31,
(unaudited)20262025
ASSETS
Current assets:
Cash and cash equivalents (includes restricted cash of $3.7 and $3.7 at June 30, 2026 and December 31, 2025, respectively)$356.4$515.3
Accounts receivable (net of allowances of $7.2 and $6.4 at June 30, 2026 and December 31, 2025, respectively)884.4986.7
Prepaid income taxes104.069.3
Prepaid and other assets91.473.5
Total current assets1,436.21,644.8
Property, equipment and leasehold improvements, net93.287.3
Right of use assets141.5112.9
Goodwill2,974.22,923.4
Intangible assets, net855.9832.5
Deferred tax assets45.745.9
Other non-current assets55.855.7
Total assets$5,602.5$5,702.5
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable$17.2$15.3
Income taxes payable40.374.4
Accrued compensation and related benefits157.2242.9
Other accrued liabilities254.1265.4
Deferred revenue1,136.91,231.8
Total current liabilities1,605.71,829.8
Long-term debt6,380.46,202.3
Long-term operating lease liabilities138.9107.5
Deferred tax liabilities28.2101.6
Other non-current liabilities138.8115.8
Total liabilities8,292.08,357.0
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; 134.5 and 134.4 common shares issued and 72.7 and 73.6 common shares outstanding at June 30, 2026 and December 31, 2025, respectively)1.31.3
Treasury shares, at cost (61.8 and 60.8 common shares held at June 30, 2026 and December 31, 2025, respectively)(10,400.0)(9,834.4)
Additional paid in capital1,889.91,802.5
Retained earnings5,876.75,427.6
Accumulated other comprehensive loss(57.4)(51.5)
Total shareholders’ equity (deficit)(2,689.5)(2,654.5)
Total liabilities and shareholders’ equity (deficit)$5,602.5$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 June 30,Six Months Ended June 30,
(unaudited)2026202520262025
Operating revenues$867.0$772.7$1,717.8$1,518.5
Operating expenses:
Cost of revenues (exclusive of depreciation and amortization)149.9137.7291.7274.5
Selling and marketing87.478.2173.1156.9
Research and development46.044.195.691.7
General and administrative46.238.3115.295.4
Amortization of intangible assets43.843.785.787.6
Depreciation and amortization of property, equipment and leasehold improvements6.25.412.110.1
Total operating expenses379.5347.4773.4716.2
Operating income487.5425.3944.4802.3
Interest income(2.5)(2.9)(5.3)(6.8)
Interest expense71.046.2140.192.7
Other expense (income)1.74.23.17.5
Other expense (income), net70.247.5137.993.4
Income before provision for income taxes417.3377.8806.5708.9
Provision for income taxes75.374.158.5116.6
Net income$342.0$303.7$748.0$592.3
Earnings per share:
Basic$4.70$3.92$10.24$7.64
Diluted$4.69$3.92$10.23$7.63
Weighted average shares outstanding:
Basic72.877.473.077.5
Diluted72.977.573.177.7

See Notes to Condensed Consolidated Financial Statements (Unaudited)

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

Three Months Ended June 30,Six Months Ended June 30,
(unaudited)2026202520262025
Net income$342.0$303.7$748.0$592.3
Other comprehensive income (loss):
Foreign currency translation adjustments1.915.5(7.0)23.0
Income tax effect(0.4)(1.9)1.0(2.6)
Foreign currency translation adjustments, net1.513.6(6.0)20.4
Pension and other post-retirement adjustments0.1—0.10.5
Income tax effect————
Pension and other post-retirement adjustments, net0.1—0.10.5
Other comprehensive income (loss), net of tax1.613.6(5.9)20.9
Comprehensive income$343.6$317.3$742.1$613.2

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(15.5)(15.5)
Exercise of stock options1.31.3
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, 20261.3(10,253.0)1,851.95,684.7(59.0)(2,774.1)
Net income342.0342.0
Dividends declared ($2.05 per common share)(150.0)(150.0)
Dividends paid in shares——
Other comprehensive income (loss), net of tax1.61.6
Common stock issued—
Shares withheld for tax withholding——
Exercise of stock options12.512.5
Compensation payable in common stock25.525.5
Common stock repurchased and held in treasury(146.3)(146.3)
Common stock issued to Directors and (held in)/released from treasury(0.7)(0.7)
Balance at June 30, 2026$1.3$(10,400.0)$1,889.9$5,876.7$(57.4)$(2,689.5)

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, 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(57.7)(57.7)
Exercise of stock options0.40.4
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, 20251.3(7,548.2)1,724.54,927.5(63.7)(958.6)
Net income303.7303.7
Dividends declared ($1.80 per common share)(140.0)(140.0)
Dividends paid in shares——
Other comprehensive income (loss), net of tax13.613.6
Common stock issued—
Shares withheld for tax withholding(0.1)(0.1)
Exercise of stock options—3.93.9
Compensation payable in common stock23.423.4
Common stock repurchased and held in treasury(132.5)(132.5)
Common stock issued to Directors and (held in)/released from treasury0.40.4
Balance at June 30, 2025$1.3$(7,680.4)$1,751.8$5,091.2$(50.1)$(886.2)

See Notes to Condensed Consolidated Financial Statements (Unaudited)

MSCI INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

Six Months Ended June 30,
(unaudited)20262025
Cash flows from operating activities
Net income$748.0$592.3
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets85.787.6
Stock-based compensation expense73.163.2
Depreciation and amortization of property, equipment and leasehold improvements12.110.1
Amortization of right of use assets14.312.1
Amortization of debt origination fees3.72.6
Deferred taxes(79.9)1.6
Other adjustments(3.3)20.2
Changes in assets and liabilities:
Accounts receivable99.736.6
Prepaid income taxes(34.8)(19.9)
Prepaid and other assets(14.8)2.1
Other non-current assets(0.4)(13.3)
Accounts payable(4.8)(3.8)
Income taxes payable(34.2)20.0
Accrued compensation and related benefits(85.1)(77.8)
Other accrued liabilities0.56.4
Deferred revenue(94.0)(79.7)
Long-term operating lease liabilities(12.7)(13.8)
Other non-current liabilities3.7(8.2)
Other0.8(0.4)
Net cash provided by operating activities677.6637.9
Cash flows from investing activities
Capitalized software development costs(59.4)(44.5)
Capital expenditures(13.8)(22.9)
Business acquisitions, net of cash acquired(58.8)—
Other—(0.1)
Net cash used in investing activities(132.0)(67.5)
Cash flows from financing activities
Repurchase of common stock held in treasury(583.2)(351.6)
Payment of dividends(300.0)(283.5)
Repayment of borrowings(400.0)(214.9)
Proceeds from borrowings, net of discount575.0215.0
Payment of contingent consideration and deferred purchase price from acquisitions(9.5)(12.1)
Proceeds from exercise of stock options13.84.3
Net cash (used in) financing activities(703.9)(642.8)
Effect of exchange rate changes(0.6)10.4
Net increase (decrease) in cash, cash equivalents and restricted cash(158.9)(62.0)
Cash, cash equivalents and restricted cash, beginning of period515.3409.3
Cash, cash equivalents and restricted cash, end of period$356.4$347.3
Supplemental disclosure of cash flow information:
Cash paid for interest$137.1$89.7
Cash paid for income taxes, net of refunds received$203.5$112.3
Supplemental disclosure of non-cash investing activities
Property, equipment and leasehold improvements in other accrued liabilities$10.7$4.9

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 its 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 six months ended June 30, 2026 and 2025, BlackRock, Inc. (“BlackRock”) accounted for 11.8% and 10.3% of the Company’s consolidated operating revenues, respectively. For the six months ended June 30, 2026 and 2025, BlackRock accounted for 19.8% and 18.0% 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 six months ended June 30, 2026 and 2025.

Allowance for Credit Losses

Changes in the allowance for credit losses from December 31, 2024 to June 30, 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 expense2.1
Write-offs, net of recoveries(1.3)
Balance as of June 30, 2026$7.2

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 June 30, 2026
Segments
(in millions)IndexAnalyticsSustainability and ClimateAll Other - Private AssetsTotal
Operating Revenue Types
Recurring subscriptions$263.0$185.9$90.5$74.0$613.4
Asset-based fees233.1———233.1
Non-recurring14.93.51.40.720.5
Total$511.0$189.4$91.9$74.7$867.0
For the Six Months Ended June 30, 2026
Segments
(in millions)IndexAnalyticsSustainability and ClimateAll Other - Private AssetsTotal
Operating Revenue Types
Recurring subscriptions$517.2$369.1$181.4$145.9$1,213.6
Asset-based fees457.6———457.6
Non-recurring32.510.32.41.446.6
Total$1,007.3$379.4$183.8$147.3$1,717.8
For the Three Months Ended June 30, 2025
Segments
(in millions)IndexAnalyticsSustainability and ClimateAll Other - Private AssetsTotal
Operating Revenue Types
Recurring subscriptions$235.7$169.8$87.0$70.3$562.8
Asset-based fees184.1———184.1
Non-recurring15.17.91.90.925.8
Total$434.9$177.7$88.9$71.2$772.7
For the Six Months Ended June 30, 2025
Segments
(in millions)IndexAnalyticsSustainability and ClimateAll Other - Private AssetsTotal
Operating Revenue Types
Recurring subscriptions$469.0$339.5$169.7$137.1$1,115.3
Asset-based fees361.5———361.5
Non-recurring26.110.43.81.441.7
Total$856.6$349.9$173.5$138.5$1,518.5

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$1,231.8
Closing (June 30, 2026)884.41,136.9
Increase/(decrease)$(102.3)$(94.9)
(in millions)Accounts receivable, net of allowancesDeferred revenue
Opening (December 31, 2024)$820.7$1,123.4
Closing (June 30, 2025)790.61,060.3
Increase/(decrease)$(30.1)$(63.1)

Deferred revenue primarily represents subscription fees billed in advance of the related performance period. For the three months ended June 30, 2026 and 2025, the Company recognized $381.7 million and $343.4 million, respectively, and for the six months ended June 30, 2026 and 2025, the Company recognized $873.6 million and $790.7 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 June 30, 2026 and December 31, 2025, long-term deferred revenue of $32.6 million and $34.0 million, respectively, was included in “Other non-current liabilities” on the Unaudited Condensed Consolidated Statements 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
June 30,
(in millions)2026
First 12-month period$1,156.0
Second 12-month period734.9
Third 12-month period323.4
Periods thereafter200.1
Total$2,414.4

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 June 30,Six Months Ended June 30,
(in millions, except per share data)2026202520262025
Net income$342.0$303.7$748.0$592.3
Basic weighted average common shares outstanding72.877.473.077.5
Effect of dilutive securities0.10.10.10.2
Diluted weighted average common shares outstanding72.977.573.177.7
Earnings per common share:
Basic$4.70$3.92$10.24$7.64
Diluted$4.69$3.92$10.23$7.63

5. ACQUISITIONS

On February 27, 2026, MSCI completed the acquisition of Vantager, Inc. (“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.

On April 6, 2026, MSCI completed the acquisition of ApeVue, Inc. (“PM Insights”), a specialist private markets data and analytics firm that provides daily secondary market reference data, including pricing, valuation, transaction and liquidity data, for private company securities. PM Insights’ data is expected to support the development of new private markets indexes and related products. PM Insights is a part of the Index operating segment.

On June 24, 2026, MSCI entered into a definitive agreement to acquire First Street Technology, Inc. (“First Street”), a provider of physics-based physical climate risk data and analytics. Consideration consists of a cash payment of $120.0 million at

closing, subject to customary closing adjustments, together with the potential for additional cash payments during the two years following closing contingent upon the achievement of specified revenue thresholds. The transaction is expected to close in the third quarter of 2026, subject to regulatory approvals and other customary closing conditions. Upon closing, First Street’s financial results will be reported within the Sustainability and Climate operating segment.

In connection with the acquisitions of Vantager, Compass and PM Insights, the aggregate purchase price was $95.5 million. The preliminary acquired balances related to the acquisitions consisted of $51.7 million in intangible assets and $54.0 million in goodwill, with a weighted average amortization period of intangible assets of 8.5 years.

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

The Vantager, Compass and PM Insights 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 June 30, 2026, the fair value of the contingent consideration was $33.9 million, of which $11.9 million is included in “Other accrued liabilities” and $22.0 million is included in “Other non-current liabilities” on the Unaudited Condensed Consolidated Statements of Financial Condition.

Changes in the Company’s Level 3 financial liabilities for the three and six months ended June 30, 2026 and 2025, respectively, were as follows:

Three Months Ended June 30,Six Months Ended June 30,
(in millions)2026202520262025
Beginning balance$34.3$29.1$14.6$28.6
Additions of contingent consideration18.0—28.5—
Change in fair value0.6(3.8)0.3(3.3)
Payments(9.0)(9.6)(9.5)(9.6)
Ending Balance$33.9$15.7$33.9$15.7

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 June 30, 2026:

(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
Acquisitions142.4——11.654.0
Foreign exchange translation adjustment(2.3)—(0.5)(0.4)(3.2)
Goodwill at June 30, 2026$1,271.2$296.9$85.8$1,320.3$2,974.2

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

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 June 30,Six Months Ended June 30,
(in millions)2026202520262025
Amortization expense of acquired intangible assets$20.9$24.2$40.5$50.0
Amortization expense of internally developed capitalized software22.919.545.237.6
Total amortization of intangible assets expense$43.8$43.7$85.7$87.6

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

June 30, 2026December 31, 2025
(in millions)Gross intangible assetsAccumulated amortizationNet intangible assetsGross intangible assetsAccumulated amortizationNet intangible assets
Customer relationships$723.0$(416.1)$306.9$716.2$(406.7)$309.5
Proprietary data470.2(167.0)303.2455.6(147.5)308.1
Acquired technology and software285.9(222.5)63.4258.2(213.7)44.5
Trademarks209.1(192.0)17.1209.1(189.9)19.2
Internally developed capitalized software465.7(300.4)165.3407.7(256.5)151.2
Total$2,153.9$(1,298.0)$855.9$2,046.8$(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$85.9
2027147.6
2028116.7
202984.7
203073.4
Thereafter347.6
Total$855.9

7. DEBT

As of June 30, 2026, the Company had outstanding an aggregate of $6.0 billion in senior unsecured notes (collectively, the “Senior Notes”) and $475.0 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 DateJune 30, 2026June 30, 2026December 31, 2025June 30, 2026December 31, 2025
Debt
4.000% senior unsecured notes due 2029November 15, 2029$1,000.0$996.4$995.8$969.0$980.0
3.625% senior unsecured notes due 2030September 1, 2030900.0897.3896.9852.3861.3
3.875% senior unsecured notes due 2031February 15, 20311,000.0994.9994.3949.0963.0
3.625% senior unsecured notes due 2031November 1, 2031600.0596.5596.2558.9564.6
3.250% senior unsecured notes due 2033August 15, 2033700.0695.2694.9612.5630.0
5.250% senior unsecured notes due 2035September 1, 20351,250.01,231.61,231.01,228.81,262.5
5.150% senior unsecured notes due 2036March 15, 2036500.0493.5493.2485.5499.5
Variable rate revolving loans1August 20, 2030475.0475.0300.0470.3297.0
Total debt$6,425.0$6,380.4$6,202.3$6,126.3$6,057.9

1As of June 30, 2026, there were $5.0 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 $3.8 million is included in “Other non-current assets” on the Unaudited Condensed Consolidated Statements of Financial Condition.

Maturities of the Company’s principal debt payments as of June 30, 2026 are as follows:

(in millions)Amounts
Remainder of 2026$—
2027—
2028—
20291,000.0
20301,375.0
Thereafter4,050.0
Total debt$6,425.0

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 represents 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 June 30, 2026, the Company had $475.0 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 June 30, 2026, the applicable margin was 0.50% for Base Rate loans, and 1.50% for SOFR loans. At June 30, 2026, the interest rate on the revolving loans under the Revolving Credit Facility was 5.1%.

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 June 30, 2026, $49.6 million of the deferred financing fees and premium remain unamortized, $1.2 million of which is included in “Prepaid and other assets,” $3.8 million of which is included in “Other non-current assets” and $44.6 million of which is included in “Long-term debt” on the Unaudited Condensed Consolidated Statements of Financial Condition.

8. LEASES

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

Three Months Ended June 30,Six Months Ended June 30,
(in millions)2026202520262025
Operating lease expenses$9.4$7.8$17.6$15.2
Variable lease costs1.10.32.10.5
Short-term lease costs0.30.10.50.2
Sublease income(0.6)(0.7)(1.3)(1.3)
Total lease costs$10.2$7.5$18.9$14.6

Maturities of the Company’s operating lease liabilities as of June 30, 2026 are as follows:

Maturity of Lease LiabilitiesOperating
(in millions)Leases
Remainder of 2026$15.9
202730.6
202835.1
202925.1
203021.4
Thereafter61.5
Total lease payments$189.6
Less: Interest(25.8)
Present value of lease liabilities$163.8
Other accrued liabilities$24.9
Long-term operating lease liabilities$138.9

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

As of
June 30,December 31,
Lease Term and Discount Rate20262025
Weighted-average remaining lease term (years)6.25.5
Weighted-average discount rate4.4%4.2%

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

Other InformationSix Months Ended June 30,
(in millions)20262025
Operating cash flows used for operating leases$18.0$16.7
Right of use assets obtained for new operating lease liabilities$44.3$7.1

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 June 30, 2026, there was $1.6 billion of available authorization remaining under the 2025 Repurchase Program.

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

Six months ended (in millions, except per share data)Average Price Paid Per ShareTotal Number of Shares RepurchasedDollar Value of Shares Repurchased****1
June 30, 2026$5581.0$544.3
June 30, 2025$5580.5$286.6

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 Unaudited Condensed Consolidated Statements of Shareholders’ Equity (Deficit).

Common Stock Dividends

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
2026
Three Months Ended March 31,$2.05$148.9
Three Months Ended June 30,2.05150.0
Total$4.10$298.9
2025
Three Months Ended March 31,$1.80$141.4
Three Months Ended June 30,1.80140.0
Total$3.60$281.4

Common Stock

The following table presents activity related to shares of common stock issued and repurchased during the six months ended June 30, 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
Dividend payable/paid———
Common stock issued and exercise of stock options0.1—0.1
Shares withheld for tax withholding———
Shares repurchased under stock repurchase programs—(0.3)(0.3)
Shares issued to directors———
Balance at June 30, 2026134.5(61.8)72.7

10. INCOME TAXES

The effective tax rate for the three months ended June 30, 2026 and 2025 was 18.0% and 19.6% respectively. The decrease in the tax rate was primarily driven by US tax law changes and the jurisdictional mix of earnings.

The effective tax rate for the six months ended June 30, 2026 and 2025 was 7.3% and 16.5% respectively. The decrease in the effective tax rate was primarily driven by an $88.0 million discrete tax benefit recognized upon the completion of a multi-phased internal legal entity restructuring that was completed during the three months ended March 31, 2026.

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 costs, transaction costs, and earn-out 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.

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 portfolios and individual security-level investments. This segment also offers data, ratings, research and tools to assist investors in navigating 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 June 30,Six Months Ended June 30,
(in millions)2026202520262025
Operating revenues
Index$511.0$434.9$1,007.3$856.6
Analytics189.4177.7379.4349.9
Sustainability and Climate91.988.9183.8173.5
Total reportable segment operating revenues792.3701.51,570.51,380.0
All Other - Private Assets74.771.2147.3138.5
Total operating revenues867.0772.71,717.81,518.5
Adjusted EBITDA expenses
Index113.2104.7234.3214.8
Analytics101.485.1208.6181.3
Sustainability and Climate56.357.2115.2118.0
Total reportable segment Adjusted EBITDA expense270.9247.0558.1514.1
Adjusted EBITDA
Index Adjusted EBITDA397.8330.2773.0641.8
Analytics Adjusted EBITDA88.092.6170.8168.6
Sustainability and Climate Adjusted EBITDA35.631.768.655.5
Total reportable segment profitability521.4454.51,012.4865.9
Plus:
All Other - Private Assets117.119.930.834.1
Less:
Amortization of intangible assets43.843.785.787.6
Depreciation and amortization of property, equipment and leasehold improvements6.25.412.110.1
Acquisition-related integration and transaction costs21.0—1.0—
Operating income487.5425.3944.4802.3
Other expense (income), net70.247.5137.993.4
Income before provision for income taxes417.3377.8806.5708.9
Provision for income taxes75.374.158.5116.6
Net income$342.0$303.7$748.0$592.3

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.

2Represents transaction expenses and other costs directly related to certain announced or completed acquisitions and the integration of such acquisitions, including professional fees, severance expenses and regulatory filing fees, in each case only to the extent incurred no later than 12 months following the closing of the relevant acquisition. Also includes amounts arising under earn-out and other contingent consideration arrangements related to such acquisitions, including gains and losses from changes in their estimated fair value, which are included for the contractual term of the applicable arrangement.

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 June 30,Six Months Ended June 30,
(in millions)2026202520262025
Operating revenues
Americas:
United States$343.7$309.9$684.2$612.3
Other39.136.676.070.3
Total Americas382.8346.5760.2682.6
Europe, the Middle East and Africa (“EMEA”):
United Kingdom156.6134.3306.3258.0
Other195.7171.3383.9340.4
Total EMEA352.3305.6690.2598.4
Asia & Australia:
Japan35.432.072.562.2
Other96.588.6194.9175.3
Total Asia & Australia131.9120.6267.4237.5
Total$867.0$772.7$1,717.8$1,518.5

12. SUBSEQUENT EVENTS

On July 20, 2026, the Board of Directors declared a quarterly cash dividend of $2.05 per share for the three months ending September 30, 2026 (“third quarter 2026”). The third quarter 2026 dividend is payable on August 28, 2026 to shareholders of record as of the close of trading on August 14, 2026.

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