S&P Global (SPGI) 10-K risk factor changes: FY2025 vs FY2024

The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading [removed: firms,] [added: firms] and issuers; the [added: energy and] commodity markets include producers, consumers, traders and intermediaries within energy, chemicals, shipping, metals, carbon and agriculture; and the automotive markets include manufacturers, suppliers, dealerships, service shops and customers.

Our size, scale and role in the global markets increases our [removed: risk for] [added: exposure to] cyber attacks and other cyber-security risks.

- Our operations rely on the secure processing, storage and transmission of confidential, sensitive and other types of data and information [removed: in] [added: by] our information systems and networks and those of our third-party service providers, including our [removed: vendors.][added: vendors, data partners and distribution partners.]

- The cyber threats we and our third-party service providers (including our [removed: vendors)] [added: vendors, data partners and distribution partners)] face are rapidly evolving and are [added: becoming increasingly sophisticated and include denial of service attacks, ransomware, spyware, misinformation, phishing/smishing/vishing attacks, business compromise attacks,]

[removed: becoming increasingly sophisticated (including through the use of generative artificial intelligence ("AI")) and include denial of service attacks, ransomware, spyware, phishing/smishing/vishing attacks, business compromise] [added: typosquatting, automated] attacks, employee errors, negligence or malfeasance, the use of malicious codes or worms, payment fraud, and other unauthorized occurrences on, or conducted through, our or our third-party service providers’ (including our [removed: vendors’)] [added: vendors’, data partners’ and distribution partners’)] information systems and networks, originating from a wide variety of sources, including criminals, terrorists, [removed: nation states,] [added: state-sponsored actors,] financially motivated actors, internal actors, and external service providers.

Our third-party service providers, including our vendors, [added: data partners and distribution partners,] are also the subject of a variety of cyber attacks, including attacks carried out by state-sponsored actors.

- We and our third-party service providers, including our vendors, [added: data partners and distribution partners,] experience cyber attacks, data breaches and other cyber threats of varying degrees on a regular basis.

Breaches of our or our third-party service providers’ (including our [removed: vendors’)] [added: vendors’, data partners’ and distribution partners’)] information systems and networks may cause material interruptions or malfunctions in our or such third-party’s websites, applications or data processing, or may compromise the confidentiality and integrity of material information regarding us, our business or our customers.

Although we have not experienced a cyber attack or data breach that has had a material adverse effect on [removed: us,] [added: us to date,] we may experience such an event in the future.

While such vulnerabilities have not resulted in a material adverse effect on the [removed: Company,] [added: Company to date,] they require us to devote time and resources to remediation on a regular basis.

Notwithstanding our efforts, we may suffer a material adverse effect [added: on our business, financial condition or results of operations] resulting from such vulnerabilities in the future.

We may be required to expend significant resources to mitigate the impact of any errors, interruptions, delays or cessations of service and we may have insufficient recourse against our third-party service providers, including our [removed: vendors.][added: vendors, data partners and distribution partners.]

Additionally, our failure to timely or accurately communicate cyber incidents to relevant parties, including as a result of a failure of our third-party service providers, including our vendors, [added: data partners and distribution partners,] to inform us of incidents impacting their information systems or networks in a timely manner could result in regulatory or litigation risk, and reputational harm.

- We devote significant resources to maintain and regularly update our systems and processes that are designed to protect the security of our information systems, software, networks and other technology assets and the confidentiality, integrity and availability of information belonging to the enterprise and our [removed: customers, clients] [added: customers] and [removed: employees.][added: employees, and we expect to continue to expend significant additional resources to bolster these protections.]

However, such measures [added: cannot provide absolute security and] may be circumvented or become obsolete, and additional measures that we take to prevent or mitigate cyber incidents may be expensive or ineffective.

- [removed: While we] [added: We] conduct cyber due diligence during the acquisition [removed: process,] [added: process; however,] following the completion of acquisitions, we [removed: have identified] [added: from time to time identify] weaknesses and vulnerabilities in acquired entities’ information systems and networks, which expose us to unexpected liabilities or make our own information systems or networks more vulnerable to a cyber attack.

[removed: Our] [added: Our] inability to innovate and compete with new or enhanced products and services of our competitors could [removed: impact] [added: have a material adverse effect on] our [removed: profitability.][added: business, financial condition or results of operations.]

We could experience material threats to our [removed: existing] businesses from [removed: the rise of] new [added: or existing] competitors due to the rapidly changing environment in which we operate.

[removed: For instance, new] [added: - Our] competitors are [removed: leveraging] [added: deploying] AI in [removed: their offerings in] ways that could materially reduce demand for our products and services (for example, by deploying AI in ways that make [added: collection and] processing of information relatively inexpensive or free or by leveraging AI to build [removed: indices or ETFs).][added: products and services that compete with our products and services).]

In order to maintain a competitive position, we invest in innovation, new offerings and enhancements, including new ways to deliver our products and [removed: services (including through AI).][added: services.]

[added: To succeed in the future, we] will need to deploy improved processes and technology to innovate, design, develop, assemble, test, market, and support new products and enhancements to our existing products in a timely and cost-effective manner.

[removed: For instance, we are incorporating AI in internal operations across our Company, which subjects us to a variety of risks, as further described in the risk factor entitled “*Our approach to AI may not be successful, which could materially and adversely affect our business, financial condition or results of operations*.”] Additionally, certain of our new processes require manual data entry or collection before they can be automated, which subjects them to greater risk of human error.

Our utilization of cloud services is critical to developing and providing products and services to our customers, scaling our business for future growth, [removed: accurately] maintaining data and otherwise operating our business; any such implementation involves risks inherent in the conversion to a new system, including loss of information and potential disruption to our normal operations.

Increased availability of free or relatively inexpensive information sources may materially reduce demand for our products and [added: services and] could have a material adverse effect on our business, financial condition or results of operations.

In recent years, more public sources of free or relatively inexpensive information have become available, [removed: particularly through the Internet,] and advances in public cloud computing and open source software are expected to continue.

Demand could also be materially reduced as a result of cost-cutting initiatives at certain companies and organizations that choose to use publicly available free or relatively inexpensive information [removed: rather than pay for] [added: over] our products and services.

Although we believe our products [added: and services] are enhanced by our analysis, tools, delivery mechanisms and applications, if a large number of smaller customers or a critical number of larger customers choose to use public sources of free or relatively inexpensive information as a substitute for our products or services, it could have a material adverse effect on our business, financial condition or results of operations.

[removed: Our] [added: Artificial Intelligence ("AI") presents new and evolving risks, and our] approach to AI may not be successful, which could materially and adversely affect our business, financial condition or results of operations.

AI is [removed: an emerging] [added: a rapidly evolving] technology that is fundamentally changing the way data is gathered, produced, protected, licensed, processed, and consumed.

[removed: We] [added: While we] have established a Company-wide AI strategy to drive our approach to data protection, licensing and AI integration in our processes, products and [removed: services.][added: services, AI creates a number of evolving risks and opportunities and can exacerbate other risks, including those described herein:]

[removed: We] [added: - In order to remain competitive, we] have made significant investments in various AI initiatives.

[removed: However, the] [added: - The] AI landscape is complex and rapidly evolving, and new and enhanced laws and regulations (or inadequate laws or regulations), [added: novel application of existing laws to AI technology,] governmental or regulatory scrutiny, [removed: competition from established or emerging companies, litigation,] [added: litigation and] ethical [removed: concerns, cybersecurity concerns, intellectual property concerns, or other complications] [added: concerns] could materially and adversely impact our ability to protect our data and intellectual property, to develop and offer products and services that effectively use AI, to compete with other AI products or services, to improve efficiency of existing products or services through the effective use of AI to remain competitive, or to incorporate AI in our internal operations, or could materially increase our burden and cost of research, development and regulatory compliance.

[removed: Additionally, we] [added: We] may [added: also] be unable to protect our data from unintended use or access by third-party AI systems.

[removed: In addition, the] [added: - The] number of approaches to integrating and commercializing AI is currently large, and many of those approaches may fail to gain market acceptance or become obsolete as AI continues to evolve.

At this time, we are unable to predict which [added: AI] offerings will ultimately be successful.

Any of [removed: these] [added: the foregoing] factors could materially and adversely affect our business, [added: reputation,] financial condition or results of operations.

[removed: Social, ethical and operational issues relating to the use] [added: - Any] of [removed: new and evolving technologies, such as AI, in our offerings] [added: the above factors] could materially and adversely affect our business, [added: reputation,] financial condition or results of [removed: operations.][added: operations.]

[removed: Enabling or offering solutions that draw controversy due to their perceived or actual impact on society or failing] [added: Failing] to properly remediate any social or ethical issues that may arise in our offerings may result in material brand or reputational harm, competitive harm, legal liability or loss of public confidence, or a material reduction to the marketability or competitiveness of our products and services.

These licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize our products and services, licenses the software on unfavorable [removed: terms,] [added: terms] or requires us to [added: seek licenses from third parties to offer our products and services, or requires us to] re-engineer our products and services or take other remedial actions, any of which could have a material adverse effect on our [removed: business.][added: business, financial condition or results of operations.]

Our [removed: ability] [added: inability] to [added: adequately obtain,] protect [added: and maintain] our intellectual property [added: and other proprietary] rights could impact our competitive position.

We are a global, diversified, and highly differentiated provider of benchmarks, data, analytics and workflow solutions in the global capital, energy and commodity, and automotive markets.

Additionally, fragmented security tooling could create visibility gaps and increase the risk of missed threats and slower response.

Our inability to innovate and compete with new or enhanced products and services of our competitors could have a material adverse effect on our business, financial condition or results of operations.

There is no guarantee that these investments will lead to the development of products and services that achieve market acceptance, profit or the level of profitability that we expect or have experienced historically.

The continued enhancement of AI within our products, services and processes depends in part on our ability to attract and retain talented employees with critical AI and data science experience, which is dependent on a number of factors, including prevailing market conditions and compensation packages offered by companies competing for the same talent.

While we offer competitive salary and benefit packages, intense competition for talent with critical AI and data science experience is driving difficulties in attracting and retaining skilled employees.

If we are less successful in our recruiting efforts, or if we are unable to attract, retain or train key qualified personnel, our ability to develop and deliver on our investments in our various AI initiatives may be adversely affected.

In addition, the development, testing and deployment of AI systems

requires continued investment and may materially increase the cost profile of our offerings due to the nature of the computing cost involved in such systems.

The emerging availability of “off-the-shelf” AI models may also increase the ability of new and existing competitors to develop technology and applications which may compete with our products and services.

- Our ability to produce and develop products and services with AI capabilities is dependent upon the products and services of other suppliers, including certain data, software and service suppliers.

Our products and services with AI capabilities may rely on third-party AI providers for certain capabilities and infrastructure.

If any such providers were to limit, discontinue or materially alter the terms of our access, we may be unable to obtain comparable data from other sources in a timely or cost-effective manner, or at all.

To the extent we rely on third-party AI models, the providers may discontinue such models or their model capabilities may become insufficient or obsolete.

- AI presents risks and challenges that could affect its adoption, including social and ethical risks.

- AI is being utilized by malign actors to launch increasingly sophisticated cyber attacks against us and our third-party service providers (including our vendors, data partners and distribution partners), which, if successful, could have a material adverse effect on our business, financial condition or results of operations.

While we believe we have appropriate policies, processes and internal controls to ensure the stability of our information technology, provide security from unauthorized access to our systems and maintain business continuity, our business could be subject to significant disruption and our business, financial condition or results of operations could be materially and adversely affected by unanticipated system failures, data corruption or unauthorized access to our systems.

Third parties could also use our data with AI tools to create their own insights and potentially supplant our products and services.

We are also subject to a variety of evolving laws and regulations regarding AI in an increasing number of jurisdictions.

Further, global AI legislation, regulatory, enforcement, and policy activity is rapidly and continually evolving and creating a complex regulatory compliance environment.

Such measures increase our operating costs and require significant management time and attention and may result in negative publicity and subject us to significant costs that may harm our business, including fines or damages as well as demands or orders that we modify or cease existing business practices.

The integration of AI in our products and services may increase the risks of improper processing of personal data, further exacerbating such risks.

- AI technologies used in our products and processes may incorporate or reproduce third-party content in their outputs, which may expose us to risks associated with infringing, misappropriating or otherwise violating others’ intellectual property rights, including the trademarks, copyrights, patents and other intellectual property rights of third parties, including from our competitors or nonpracticing entities which may expose us to protracted and expensive litigation and may materially and adversely affect our business going forward.

- Our approach for managing our clients’ use of our data is influenced by AI.

Our approach must effectively balance protecting our data and enabling our clients to leverage our data for their needs.

Given the evolving nature of AI, at this time we are unable to predict if our approach will be successful.

If our approach is ultimately inadequate, we could materially dilute the value of our data and/or lose significant market share or revenue.

- We consider many of our products and services to be proprietary, and our success depends, in part, on protecting our intellectual property, proprietary information, and technology.

We rely on a variety of measures to maintain, protect and enforce our intellectual property portfolio, including trademark and patent protection, trade secret laws, legal misappropriation doctrines, confidentiality procedures and contractual restrictions, all of which provide only limited protection.

In particular, such measures may not prevent infringement, violation, misuse or misappropriation of our intellectual property rights or proprietary or confidential information.

For example, we routinely face unauthorized use of our indices and price assessments, and our efforts to stop such uses require significant time and expense, and are not always successful.

- We have filed for patents in the U.S. and in certain international jurisdictions, but such protections can be expensive and may not be available in all countries in which we operate or in which we seek to enforce such rights, or may be difficult to enforce in practice.

We have filed for trademark registrations and participated in trademark enforcement and trademark oppositions in the U.S. and certain international jurisdictions to protect our brand, good will and reputation.

These efforts cannot ensure registrations will be issued, our trademark rights will be enforced, or violations of our trademark rights will be appropriately resolved.

- There can be no assurance that any future patent, trademark, or other intellectual property registrations will be issued for our pending or future applications or that any of our current or future patents, trademarks or other intellectual property rights will be valid, enforceable, sufficiently broad in scope, provide adequate protection of our technology or other proprietary rights, or provide us with any competitive advantage.

Any additional investment in protecting our intellectual property rights through additional trademark, patent or other intellectual property filings could be time consuming and expensive, both in terms of application and maintenance costs.

We make business decisions about whether and where to seek patent, copyright, and trademark protection for a particular technology and when to rely upon trade secret protection, and the approach we select may ultimately prove to be inadequate.

- We cannot guarantee that we will be successful in maintaining, protecting, or enforcing the confidentiality of our trade secrets or that our confidentiality and non-disclosure agreements for such trade secrets will provide sufficient protection of our trade secrets, know-how, or other proprietary information in the event of any unauthorized use, misappropriation, or other disclosure.

Enforcing a claim that a party illegally disclosed or misappropriated a trade secret or know-how is difficult, fact-intensive, expensive, and time-consuming, and the outcome is unpredictable.

In addition, trade secrets and know-how can be difficult to protect and some courts inside and outside the U.S. are less willing or unwilling to protect trade secrets and know-how.

We operate in the capital, commodity, and automotive markets.

The markets in which we operate continuously change to adapt to customer needs.

To succeed in the future, we

Moreover, AI is being used in a way that is significantly increasing access to publicly available free or relatively inexpensive information.

As discussed in the risk factor entitled “*The markets in which we operate continuously change to adapt to customer needs.

Our inability to innovate and compete with new or enhanced products and services of our competitors could impact our profitability,”* competitors are deploying AI in ways that could materially reduce demand for our products and services.

For additional risks related to intellectual property rights, see the risk factor entitled “*Our ability to protect our intellectual property rights could impact our competitive position*.” The development, testing and deployment of AI systems requires continued investment and may materially increase the cost profile of our offerings due to the nature of the

computing cost involved in such systems.

Many of our offerings use new and evolving technologies, such as AI.

These new and evolving technologies often present social and ethical risks and challenges that could affect their adoption, and therefore our business.

For example, the use of AI could lead to harmful consequences such as accuracy issues, unintended biases or discriminatory outputs.

For our AI products and services to be competitive in the evolving and continually developing AI landscape, we must apply resources and make investments to secure such competitiveness and to ensure that our AI products and services are developed and implemented in a way to minimize unintended and harmful impacts.

- We consider many of our products and services to be proprietary.

- In addition, a number of our customers entrust us with storing and securing their data and information on our servers.

Although we have disaster recovery plans that include backup facilities for our primary data centers, our systems are not always fully redundant, and our disaster planning may not always be sufficient or effective.

As such, these disruptions may affect our ability to store, handle and secure such data and information.

- On May 30, 2024, we experienced an outage caused by an erroneous internal modification of code in an enterprise technology tool.

The outage resulted in loss of access to a significant amount of our products and services for various periods of time, ranging from approximately 1 hour to approximately 52 hours.

Although this outage did not have a material adverse effect on the Company, it called our attention to certain deficiencies in our controls and system architecture.

regulations, including those related to our regulated products and services, antitrust matters, and other matters, such as environmental, social and governance (“ESG”) matters.

- Failure to comply with privacy and data protection requirements could result in significant penalties.

The EU’s comprehensive General Data Privacy Regulation (“GDPR”), for example, is a comprehensive regulation applying across all EU member states, providing for penalties of up to the greater of €20 million or 4% of worldwide revenue, and the average GDPR penalties increased in 2023 compared to prior years.

meaningfully limit the success of future attempts to compromise our information or information technology systems.

Each of these developments could materially increase the costs and legal risk associated with the

MiFID II and potential subsequent amendments may result in changes to the manner in which Indices and Commodity Insights license their indices and price assessments, respectively, and could also have an indirect impact on the credit ratings and third-party research products offered by other divisions of the Company for use within the EU.

We announced our suspension of commercial operations in Russia and Belarus in March 2022, which impacted revenue, particularly in Commodity Insights.

Changes in commodity

For example, we acquired Visible Alpha, World Hydrogen Leaders and ProntoNLP on May 1, 2024, May 14, 2024, and December 31, 2024, respectively, and we sold Fincentric and our PrimeOne business on August 15, 2024 and November 1, 2024, respectively.

Global climate change is resulting, and is projected to continue to result, in certain natural disasters and adverse weather, such as drought, wildfires, storms, sea‐level rise, flooding, heat waves, and cold waves, occurring more frequently or with greater intensity.

loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability.

In addition, we have faced and could in the future face similar negative perceptions or publicity as a result of “anti-ESG/DEI” sentiment among certain stakeholders, including governmental authorities, regulators, shareholders and customers.

◦increases in taxes or changes in U.S. or foreign tax laws (for example, the Pillar Two international tax framework established by the Organisation for Economic Co-operation and Development, which includes a global minimum tax of 15%),

Climate change and the transition to renewable energy and a net zero economy pose operational, commercial and regulatory risks.

In addition, the transition to renewable energy and a net zero economy involves changes to

We are also subject to reputational risks relating to the perception of whether or not we are facilitating a migration away from fossil fuels.

The following Management’s Discussion and Analysis (“MD&A”) provides a narrative of the results of operations and financial condition of S&P Global Inc. (together with its consolidated subsidiaries, “S&P Global,” the “Company,” “we,” “us” or “our”) for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

The MD&A should be read in conjunction with the consolidated financial statements and accompanying notes included in this Annual Report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] which have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”).

We are a [added: global, diversified, and highly differentiated] provider of [removed: credit ratings,] benchmarks, [added: data,] analytics and workflow solutions in the global capital, [removed: commodity] [added: energy] and [added: commodity, and] automotive markets.

The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; the [added: energy and] commodity markets include producers, consumers, traders and intermediaries within energy, chemicals, shipping, metals, carbon and agriculture; and the automotive markets include manufacturers, suppliers, dealerships, service shops and customers.

Our operations consist of five businesses: S&P Global Market Intelligence (“Market Intelligence”), S&P Global Ratings (“Ratings”), S&P Global [removed: Commodity Insights (“Commodity Insights”),] [added: Energy (“Energy”),] S&P Global Mobility (“Mobility”) and S&P Dow Jones Indices (“Indices”).

- Ratings is an independent provider of credit ratings, research and [removed: analytics, offering investors and other market participants information, ratings and benchmarks.][added: analytics.]

- [removed: Commodity Insights] [added: Energy] is a leading independent provider of information and benchmark prices for the [removed: commodity and] energy [added: and commodity] markets.

See Note 2 — *Acquisitions and Divestitures* to the consolidated financial statements under Item 8, Consolidated Financial [added: Statements and Supplementary Data, in this Annual Report on Form 10-K for further discussion.]

[added: See Note 2 - *Acquisitions and Divestitures* to the consolidated financial statements under Item 8, Consolidated Financial] Statements and Supplementary Data, in this Annual Report on Form 10-K for further discussion.

During the three years ended December 31, [removed: 2024,] [added: 2025,] we have returned approximately [removed: $21.9] [added: $15.1] billion to our shareholders through a combination of share repurchases and our quarterly dividends: we completed share repurchases of approximately [removed: $18.6] [added: $11.6] billion and distributed regular quarterly dividends totaling approximately [removed: $3.3] [added: $3.5] billion.

Also, on January [removed: 28, 2025,] [added: 14, 2026,] the Board of Directors approved a quarterly common stock dividend of [removed: $0.96] [added: $0.97] per share.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: ’24] [added: ’25] vs [removed: ’23] [added: ’24] | | | | | | [removed: ’23] [added: ’24] vs [removed: ’22] [added: ’23] | | |

| Revenue | | | $ | [removed: 14,208] [added: 15,336] | | | | | $ | [removed: 12,497] [added: 14,208] | | | | | $ | [removed: 11,181] [added: 12,497] | | | | | [removed: 14%] [added: 8%] | | | | | | [removed: 12%] [added: 14%] | | |

| Operating profit 2 | | | $ | [removed: 5,580] [added: 6,478] | | | | | $ | [removed: 4,020] [added: 5,580] | | | | | $ | [removed: 4,944] [added: 4,020] | | | | | [removed: 39%] [added: 16%] | | | | | | [removed: (19)%] [added: 39%] | | |

| % Operating margin | | | [removed: 39] [added: 42] | | % | | | | [removed: 32] [added: 39] | | % | | | | [removed: 44] [added: 32] | | % | | | | | | | | | | | | |

| Diluted earnings per share from net income | | | $ | [removed: 12.35] [added: 14.66] | | | | | $ | [removed: 8.23] [added: 12.35] | | | | | $ | [removed: 10.20] [added: 8.23] | | | | | [removed: 50%] [added: 19%] | | | | | | [removed: (19)%] [added: 50%] | | |

[removed: 2] Operating profit for the year ended December 31, 2024 includes employee severance charges of $127 million, IHS Markit merger costs of $133 million, gain on dispositions of $59 million, legal [removed: settlement] costs of $20 million, disposition-related costs of $9 million, Executive Leadership Team transition costs of $8 million, a statutorily required bonus accrual adjustment of $7 million, lease impairments of $2 million and a net acquisition-related benefit of $1 million.

[removed: Operating profit for the year ended December 31, 2022] [added: 2024] includes [removed: a gain on dispositions of $1.9 billion,] IHS Markit merger costs of [removed: $619] [added: $75] million, employee severance charges of [removed: $289] [added: $24] million, [removed: a S&P Foundation grant] [added: acquisition-related costs] of [removed: $200] [added: $8] million, disposition-related costs of [removed: $24] [added: $8] million, [removed: a gain on acquisition] [added: Executive Leadership Team transition costs] of [removed: $10] [added: $5] million, [removed: an asset impairment] [added: gain on disposition] of [removed: $9] [added: $2] million, lease impairments of [removed: $5 million, legal costs of $5 million, an asset write-off of $4] [added: $1] million and an [removed: acquisition-related benefit] [added: asset write-off] of [removed: $4] [added: $1] million.

Operating profit also includes amortization of intangibles from acquisitions of $1.1 billion for the years ended December 31, [added: 2025,] 2024 and [removed: 2023, and $959 million for the year ended December 31, 2022.][added: 2023.]

The increase at Ratings was driven by growth in both [removed: transaction revenue and] non-transaction [added: and transaction] revenue.

The increase at Market Intelligence was primarily due to subscription revenue growth [added: in Data, Analytics & Insights, growth] for work flow solutions at Enterprise [removed: Solutions, data feed products within Data] [added: Solutions] and [removed: Advisory Solutions,] [added: growth in] RatingsXpress®, RatingsDirect® and Credit [removed: Analytics within Credit & Risk Solutions and Market Intelligence Desktop products.][added: Analytics.]

Revenue growth at [removed: Commodity Insights] [added: Energy] was primarily due to continued demand for market data and market insights products.

Revenue at [removed: Commodity Insights] [added: Energy] was favorably impacted by the acquisition of World Hydrogen Leaders in May of 2024.

Excluding the impact of a gain on dispositions in 2024 compared to a loss on dispositions, net in 2023 of 7 percentage points, higher IHS Markit merger costs in 2023 of 5 percentage points, a net acquisition-related benefit in 2024 compared to acquisition-related costs in 2023 of 4 percentage points, higher employee severance charges in 2023 of 3 percentage points, higher disposition-related costs in 2023 of 1 percentage point and higher lease impairments in 2023 of 1 percentage point, partially offset by higher amortization of intangibles from acquisitions in 2024 of 2 percentage points and legal [removed: settlement] costs in 2024 of 1 percentage point, operating profit increased 21%.

Foreign exchange rates had a favorable impact of [added: less than] 1 percentage point.

Foreign exchange rates had [removed: an unfavorable] [added: a favorable] impact of less than 1 percentage point.

[added: |] Operating profit [removed: decreased 19%.][added: 1 | | | $ | — | | | | | $ | — | | | | | $ | 19 | | | | | N/M | | | | | | N/M | | |]

Excluding the [removed: unfavorable] impact of a higher gain on dispositions in [removed: 2022] [added: 2025] of [removed: 39] [added: 8] percentage points, higher [removed: acquisition-related] [added: IHS Markit merger] costs in [removed: 2023] [added: 2024] of [removed: 2] [added: 5] percentage points and higher amortization of intangibles [added: from acquisitions] in [removed: 2023] [added: 2024] of [removed: 3] [added: 1] percentage [removed: points,] [added: point,] partially offset by [removed: the impact of] higher [removed: IHS Markit merger] [added: disposition-related] costs in [removed: 2022] [added: 2025] of [removed: 8] [added: 3] percentage points, [removed: the impact of] [added: acquisition-related costs in 2025 compared to] a [removed: S&P Foundation grant] [added: net acquisition-related benefit] in [removed: 2022] [added: 2024] of [removed: 4] [added: 2] percentage [removed: points and] [added: points,] higher employee severance charges in [removed: 2022] [added: 2025] of [removed: 2] [added: 1] percentage [removed: points,] [added: point, and higher lease impairments in 2025 of 1 percentage point, higher Executive Leadership Team costs in 2025 of 1 percentage point and higher legal costs in 2025 of 1 percentage point,] operating profit increased 11%.

[removed: The increase was primarily due to] [added: offset by higher amortization of intangibles in 2024 of 8 percentage points and higher IHS Markit merger costs in 2024 of 8 percentage points, operating profit increased 9% driven by] revenue growth, partially offset by [removed: expenses associated with the merger with IHS Markit,] higher compensation costs [added: driven by annual merit increases, higher incentives, an increase in strategic investments] and [removed: increased incentives.][added: expenses associated with the acquisition of Market Scan.]

Further projections and discussion on our [removed: 2025] [added: 2026] outlook for our segments can be found within “ – Results of Operations”.

| Revenue | | | $ | [removed: 14,208] [added: 15,336] | | | | | $ | [removed: 12,497] [added: 14,208] | | | | | $ | [removed: 11,181] [added: 12,497] | | | | | [removed: 14%] [added: 8%] | | | | | | [removed: 12%] [added: 14%] | | |

| Operating-related expenses | | | [removed: 4,391] [added: 4,563] | | | | | | [removed: 4,141] [added: 4,361] | | | | | | [removed: 3,753] [added: 4,141] | | | | | | [removed: 6%] [added: 5%] | | | | | | [removed: 10%] [added: 5%] | | |

| Selling and general expenses | | | [removed: 3,166] [added: 3,417] | | | | | | [removed: 3,159] [added: 3,196] | | | | | | [removed: 3,396] [added: 3,159] | | | | | | [removed: —%] [added: 7%] | | | | | | [removed: (7)%] [added: 1%] | | |

| Depreciation and amortization | | | [removed: 1,173] [added: 1,179] | | | | | | [removed: 1,143] [added: 1,173] | | | | | | [removed: 1,013] [added: 1,143] | | | | | | [removed: 3%] [added: 1%] | | | | | | [removed: 13%] [added: 3%] | | |

| Total expenses | | | [removed: 8,730] [added: 9,159] | | | | | | [removed: 8,443] [added: 8,730] | | | | | | [removed: 8,162] [added: 8,443] | | | | | | [removed: 3%] [added: 5%] | | | | | | 3% | | |

| (Gain) loss on dispositions, net | | | [removed: (59)] [added: (273)] | | | | | | [removed: 70] [added: (59)] | | | | | | [removed: (1,898)] [added: 70] | | | | | | N/M | | | | | | N/M | | |

| Equity in Income on Unconsolidated Subsidiaries | | | [removed: (43)] [added: (28)] | | | | | | [removed: (36)] [added: (43)] | | | | | | [removed: (27)] [added: (36)] | | | | | | [removed: 20%] [added: (35)%] | | | | | | [removed: 33%] [added: 20%] | | |

| Operating profit | | | [removed: 5,580] [added: 6,478] | | | | | | [removed: 4,020] [added: 5,580] | | | | | | [removed: 4,944] [added: 4,020] | | | | | | [removed: 39%] [added: 16%] | | | | | | [removed: (19)%] [added: 39%] | | |

| Other (income) expense, net | | | [removed: (25)] [added: (36)] | | | | | | [removed: 15] [added: (25)] | | | | | | [removed: (70)] [added: 15] | | | | | | [removed: N/M] [added: (45)%] | | | | | | N/M | | |

| Interest expense, net | | | [removed: 297] [added: 287] | | | | | | [removed: 334] [added: 297] | | | | | | [removed: 304] [added: 334] | | | | | | [removed: (11)%] [added: (3)%] | | | | | | [removed: 10%] [added: (11)%] | | |

- Recently Issued or Adopted Accounting Standards

On April 29, 2025, we announced that our Board of Directors decided to pursue a full separation of our Mobility segment, creating a new publicly traded company.

The transaction, which would be implemented through the spin-off of shares of the new company to S&P Global shareholders, is expected to be tax-free for U.S. federal income tax purposes for S&P Global shareholders and is expected to be completed mid-2026, subject to the satisfaction of customary legal and regulatory requirements and approvals.

2 Operating profit for the year ended December 31, 2025 includes gain on dispositions of $273 million, employee severance charges of $157 million, disposition-related costs of $92 million, acquisition-related costs of $48 million, legal costs of $48 million, Executive Leadership Team transition costs, net of $42 million, lease impairments of $21 million, a statutorily required labor law accrual adjustment of $9 million, legal settlement recovery of $3 million and an asset write-off of $1 million.

*2025*

Revenue increased 8% driven by increases at all of our reportable segments.

The increase at Market Intelligence was primarily due to subscription revenue growth in Data, Analytics & Insights which was favorably impacted by the acquisition of Visible Alpha in May of 2024 and With Intelligence in November of 2025, growth for work flow solutions in Enterprise Solutions and growth in RatingsXpress® and RatingsDirect®, partially offset by the unfavorable impact of the sale of Fincentric in August of 2024.

The increase at Energy was primarily due to continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts, an increase in sales usage-based royalties revenue and an increase in conference revenue driven by increased attendance at CERAWeek in 2025.

The increase at Mobility was primarily due to growth within the Dealer and Financial businesses driven by continued new business growth within the Dealer business, strong underwriting volumes and market share growth within the Financial business and the favorable impact of improved contract terms.

2024

The increase at Ratings was driven by growth in both transaction and non-transaction revenue.

We are a global, diversified, and highly differentiated provider of benchmarks, data, analytics and workflow solutions in the global capital, energy and commodity, and automotive markets.

Our mission is Advancing Essential Intelligence.

Our industry-leading benchmarks, differentiated data, and solutions provide a unique value proposition that provide customers with the ability to make more confident decisions and stay a step ahead.

Our strategy focuses on three key objectives: to Advance market leadership, Expand high-growth adjacencies, and Amplify enterprise capabilities and integration of AI.

In 2026, we are focused on delivering on these key strategic priorities.

*Advance Market Leadership*

- Delivering market-leading value proposition through best-in-class products, including world-class benchmarks and highly differentiated data, that are transforming the user experience, accelerating innovation, and optimizing go-to-market to enhance client retention and growth; and

- Expanding trusted, enduring client relationships through differentiated products and best-in-class client experiences that meet clients’ evolving needs.

*Expand High-Growth Adjacencies*

- Accelerating in high-growth adjacencies such as private markets, energy expansion, supply chain intelligence, wealth, and decentralized finance, alongside leading-edge AI and technology, such as blockchain and quantum computing.

*Amplify Enterprise Capabilities and AI*

- Enabling growth, innovation, and operating leverage through our integrated operating model that removes siloes across enterprise data, enterprise technology, and client coverage teams.

- Driving cutting-edge innovation, in line with client expectations, by integrating and scaling new technology and AI into our products and our operations, and leveraging strategic collaborations and new potential commercial models;

- Enhancing our data estate by continuing to add differentiated data sets at scale, thereby enabling new revenue, efficiency, and time-to-market;

- Leveraging technology, process and skills innovation to empower our people, enhance productivity, and deliver enterprise impact via a people-forward culture, skills focus, people + AI process redesign, and aligned incentives; and

- Continually improving our ongoing commitment to risk management.

We believe that delivering on our key strategic priorities will create shareholder value through long-term profitable growth and we expect to continue to deliver targeted capital return to shareholders.

| Revenue | | | $ | 15,336 | | | | | $ | 14,208 | | | | | $ | 12,497 | | | | | 8% | | | | | | 14% | | |

*2025*

Subscription revenue increased in 2025 primarily due to growth in Data, Analytics & Insights, growth for work flow solutions in Enterprise Solutions and growth in RatingsXpress®, RatingsDirect®, partially offset by the unfavorable impact of the sale of Fincentric in August of 2024 at Market Intelligence; continued demand for Energy market data and market insights products; new business growth within the Dealer business, strong underwriting volumes and market share growth within the Financial business, and the favorable impact of improved contract terms at Mobility; and higher data subscription revenue at Indices.

Non-subscription / transaction revenue increased driven by growth in corporate bond ratings revenue and structured finance revenue at Ratings.

Revenue at Energy was favorably impacted by the acquisition of World Hydrogen Leaders in May of 2024.

| (in millions) | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | | | | | % Change | | | | | | | | |

| Market Intelligence 1 | | | $ | 2,082 | | | | | $ | 1,215 | | | | | $ | 2,016 | | | | | $ | 1,186 | | | | | 3% | | | | | | 2% | | |

| Ratings 2 | | | 1,072 | | | | | | 607 | | | | | | 1,033 | | | | | | 593 | | | | | | 4% | | | | | | 2% | | |

| Energy 3 | | | 735 | | | | | | 483 | | | | | | 701 | | | | | | 459 | | | | | | 5% | | | | | | 5% | | |

| Mobility 4 | | | 530 | | | | | | 519 | | | | | | 487 | | | | | | 493 | | | | | | 9% | | | | | | 5% | | |

| Indices 5 | | | 271 | | | | | | 265 | | | | | | 245 | | | | | | 237 | | | | | | 10% | | | | | | 12% | | |

| Intersegment eliminations 6 | | | (200) | | | | | | — | | | | | | (186) | | | | | | — | | | | | | 8% | | | | | | N/M | | |

- Recent Accounting Standards

On February 28, 2022, we completed the merger with IHS Markit Ltd (“IHS Markit”), and as a result, IHS Markit and its subsidiaries became wholly owned consolidated subsidiaries of S&P Global, and the financial results include IHS Markit from the date of acquisition.

*2023*

Revenue increased 12% primarily due to the impact of the merger with IHS Markit; subscription revenue growth for Desktop products, RatingsXpress®, RatingsDirect®, and data feed products within Data & Advisory Solutions at Market Intelligence; growth in corporate bond ratings revenue and bank loan ratings revenue due to higher refinancing activity and higher non-transaction revenue due to an increase in surveillance revenue and an increase in revenue at our Crisil subsidiary at Ratings; continued demand for market data and market insights products, higher conference revenue and an increase in sales usage-based royalties from the licensing of our proprietary market data and price assessments to commodity exchanges at Commodity Insights; price increases and new business growth within the Dealer business as well as the favorable impact of the acquisition of Market Scan in February of 2023 at Mobility; and higher exchange-traded derivative revenue and higher data subscription revenue at Indices.

These increases were partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023, a decrease in new entity credit ratings revenue at Ratings and lower over-the-counter derivatives revenue at Indices.

Our purpose is to accelerate progress.

We seek to deliver on this purpose in line with our core values of integrity, discovery and partnership.

Powering Global Markets is the framework for our forward-looking business strategy.

Through this framework, we seek to deliver an exceptional, differentiated customer experience by enhancing our foundational capabilities, evolving and growing our core businesses, and pursuing growth via adjacencies.

In 2025, we are striving to deliver on our strategic priorities in the following key areas:

*Financial*

- Meeting or exceeding our 2025 enterprise financial and sustainability goals; and

- Delivering targeted capital return to shareholders.

*Customer at the Core*

- Enhancing customer support and seamless user experience with an enterprise mindset and focus on ease of discoverability, distribution, and delivery of our product and services and integrated cross-divisional capabilities;

- Generating value from technology consolidation projects; and

- Expanding value for targeted strategic accounts.

*Grow and Innovate*

- Protecting and growing revenue by integrating generative artificial intelligence (“AI”) into product and creating new products; and

- Accelerating growth in transformational adjacencies.

*Data and Technology*

- Maximizing the value of our data estate for our internal and external customers at scale to drive efficiency, leveraging cutting edge tools and technologies; and

- Driving speed and efficiency by integrating AI into internal workflows and processes.

*Lead and Inspire*

- Maintaining our enterprise engagement through appropriate actions, messaging and ongoing activities;

- Sustaining an inclusive culture where every individual feels valued, respected and empowered; and

- Continuing to promote AI skills development for all employees.

*Execute and Deliver*

*•*Enhancing our capital allocation framework to assess and reallocate capital to the highest value opportunities across S&P Global;

*•*Driving continuous commitment to risk management, compliance, and control across the Enterprise and strengthening and standardizing first line risk management; and

- Creating a more sustainable impact.

| Loss on extinguishment of debt | | | — | | | | | | — | | | | | | 8 | | | | | | N/M | | | | | | N/M | | |

Subscription revenue increased in 2023 primarily due to the impact of the merger with IHS Markit.

Subscription revenue growth in Desktop products, Credit & Risk Solutions and Data & Advisory Solutions at Market Intelligence, continued demand for Commodity Insights market data and market insights products and higher data subscription revenue at Indices, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023.

Non-subscription / transaction revenue increased due to the impact of the merger with IHS Markit, growth in corporate bond ratings revenue and bank loan ratings revenue due to higher refinancing activity at Ratings and an increase in conference revenue at Commodity Insights, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023.

| Ratings 2 | | | 1,044 | | | | | | 582 | | | | | | 963 | | | | | | 468 | | | | | | 8% | | | | | | 24% | | |

| Commodity Insights 3 | | | 696 | | | | | | 464 | | | | | | 644 | | | | | | 461 | | | | | | 8% | | | | | | 1% | | |

| Mobility 4 | | | 469 | | | | | | 511 | | | | | | 408 | | | | | | 502 | | | | | | 15% | | | | | | 2% | | |

| Indices 5 | | | 244 | | | | | | 238 | | | | | | 221 | | | | | | 219 | | | | | | 10% | | | | | | 9% | | |

| | | | $ | 4,391 | | | | | $ | 3,166 | | | | | $ | 4,141 | | | | | $ | 3,159 | | | | | 6% | | | | | | —% | | |

As of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] we have entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheet.

As of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] we have entered into foreign exchange forward contracts to hedge the effect of adverse fluctuations in foreign exchange rates.

As of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] we held cross-currency swap contracts to hedge a portion of our net investment in foreign subsidiaries against volatility in foreign exchange rates.

As of December 31, 2023, we held positions in a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest rates.

S&P Global Inc. (together with its consolidated subsidiaries, “S&P Global,” the “Company,” the “Registrant,” “we,” “us” or “our”) is a [added: global, diversified, and highly differentiated] provider of [removed: credit ratings,] benchmarks, [added: data,] analytics and workflow solutions in the global capital, [removed: commodity] [added: energy] and [added: commodity, and] automotive markets.

The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; the [added: energy and] commodity markets include producers, consumers, traders and intermediaries within energy, chemicals, shipping, metals, carbon and agriculture; and the automotive markets include manufacturers, suppliers, dealerships, service shops and customers.

Our operations consist of five businesses: S&P Global Market Intelligence (“Market Intelligence”), S&P Global Ratings (“Ratings”), S&P Global [removed: Commodity Insights (“Commodity Insights”),] [added: Energy (“Energy”),] S&P Global Mobility (“Mobility”) and S&P Dow Jones Indices (“Indices”).

- [removed: Desktop] [added: Data, Analytics & Insights] *—* a [added: desktop] product suite that provides data, analytics and third-party research for global finance and corporate professionals, which includes the Capital IQ platforms (which are inclusive of S&P Capital IQ Pro, Capital IQ, Office and Mobile [removed: products);][added: products) and a broad range of research, reference data, market data, derived analytics and valuation services covering both the public and private capital markets, delivered through flexible feed-based or API delivery mechanisms.]

Recurring variable revenue at Market Intelligence represents revenue from contracts for services that specify a [added: fee based on, among other factors, the number of trades processed, assets under management, or the number of positions valued.]

Ratings is an independent provider of credit ratings, research, and [removed: analytics, offering investors and other market participants information, ratings and benchmarks.][added: analytics.]

[removed: Credit ratings] [added: They] are one of several tools investors can use when making decisions about purchasing bonds and other fixed income investments.

[removed: They are opinions about credit risk and our] [added: Our] ratings express our opinion about the ability and willingness of an issuer, such as a corporation or state or city government, to meet its financial obligations in full and on time.

[removed: Commodity Insights] [added: Energy] is a leading independent provider of information and benchmark prices for the [removed: commodity and] energy [added: and commodity] markets.

[removed: Commodity Insights] [added: Energy] provides essential price data, analytics, industry insights and software & services, enabling the [removed: commodity and] energy [added: and commodity] markets to perform with greater transparency and efficiency.

The [added: energy and] commodity markets include producers, consumers, traders and intermediaries within energy, chemicals, shipping, metals, carbon and agriculture.

[removed: Commodity Insights] [added: Energy] includes the following business lines:

[removed: Commodity Insights’] [added: Energy’s] revenue is generated primarily through the following sources:

- Subscription revenue *—* Mobility’s core information products provide critical information and insights to all global OEMs, most of the world’s leading suppliers, and the majority of [added: the top] North American dealerships.

Mobility provides data and insight on future vehicles sales and production, including detailed forecasts on technology and vehicle components; supplies car makers and dealers with market reporting products, predictive analytics and marketing automation software; and supports dealers with vehicle history reports, used car listings and service retention [removed: solutions.][added: services.]

- Non-subscription revenue *—* [removed: One-time transactional] [added: Transactional] sales of data that are non-cyclical in nature – and that are usually tied to underlying business metrics such as OEM marketing spend or safety recall activity – as well as consulting and advisory services.

The relative contribution of our reportable segments to operating revenue, expenses, operating profit, long-lived assets and geographic area for the three years ended December 31, [removed: 2024] [added: 2025] are included in Note 12 – *Segment and Geographic Information* to the consolidated financial statements under Item 8, *Consolidated Financial Statements and Supplementary Data*, in this Annual Report on Form 10-K.

As of December 31, [removed: 2024,] [added: 2025,] we had approximately [removed: 42,350] [added: 44,500] permanent employees located worldwide, including around [removed: 24,450] [added: 26,200] in Asia, [removed: 11,200] [added: 11,050] in the U.S. and Canada, [removed: 5,700] [added: 6,200] in Europe, Middle East, and Africa, and [removed: 1,000] [added: 1,050] in Latin America.

[removed: ][added: ]

- Annual bonus [added: structured] as a cash [removed: reward acting] [added: reward, which serves] as our main pay-for-performance vehicle through annual programs.

[removed: - Equity awards for our strategic leaders acknowledging achievements of individual and organizational goals typically in recognition of] [added: Recognizes] contributions that positively influence strategic growth, operational alignment, and product innovation.

On April 29, 2025, we announced that our Board of Directors decided to pursue a full separation of our Mobility segment, creating a new publicly traded company.

The transaction, which would be implemented through the spin-off of shares of the new company to S&P Global shareholders, is expected to be tax-free for U.S. federal income tax purposes for S&P Global shareholders and is expected to be completed mid-2026, subject to the satisfaction of customary legal and regulatory requirements and approvals.

Credit ratings are forward-looking opinions about an issuer’s relative creditworthiness.

*Energy*

- Equity awards for our strategic leaders, granted to retain key talent and incentivize individual achievements and broader organizational goals.

- Data & Advisory Solutions *—* a broad range of research, reference data, market data, derived analytics and valuation services covering both the public and private capital markets, delivered through flexible feed-based or API delivery mechanisms.

fee based on, among other factors, the number of trades processed, assets under management, or the number of positions valued.

*Commodity Insights*

*Engineering Solutions*

As of May 2, 2023, we completed the sale of Engineering Solutions, a provider of engineering standards and related technical knowledge, and the results are included through that date.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

The aggregate market value of voting stock held by non-affiliates of the Registrant as of the last business day of the second fiscal quarter ended June 30, [removed: 2024,] [added: 2025,] was [removed: $139.6] [added: $161.0] billion, based on the closing price of the common stock as reported on the New York Stock Exchange of [removed: $446.00] [added: $527.29] per common share.

The number of shares of common stock of the Registrant outstanding as of January [removed: 31, 2025] [added: 30, 2026] was [removed: 307.8] [added: 298.8] million shares, excluding 7.2 million outstanding common shares held by the Markit Group Holdings Limited Employee Benefit Trust.

Part III incorporates information by reference from the definitive proxy statement for the [removed: 2025] [added: 2026] annual meeting of shareholders.

| 1A. | | | [Risk [removed: Factors](#i58cf49cf4a204e40b7662f5bc07c8659_19)] [added: Factors](#i8840a60afa6b409784f28a052dc79d24_19)] | | | [removed: [10](#i58cf49cf4a204e40b7662f5bc07c8659_19)] [added: [11](#i8840a60afa6b409784f28a052dc79d24_19)] | | |

| 1B. | | | [Unresolved Staff [removed: Comments](#i58cf49cf4a204e40b7662f5bc07c8659_22)] [added: Comments](#i8840a60afa6b409784f28a052dc79d24_22)] | | | [removed: [25](#i58cf49cf4a204e40b7662f5bc07c8659_22)] [added: [29](#i8840a60afa6b409784f28a052dc79d24_22)] | | |

| 1C. | | | [removed: [Cybersecurity](#i58cf49cf4a204e40b7662f5bc07c8659_22)] [added: [Cybersecurity](#i8840a60afa6b409784f28a052dc79d24_22)] | | | [removed: [25](#i58cf49cf4a204e40b7662f5bc07c8659_22)] [added: [29](#i8840a60afa6b409784f28a052dc79d24_22)] | | |

| 3 | | | [Legal [removed: Proceedings](#i58cf49cf4a204e40b7662f5bc07c8659_22)] [added: Proceedings](#i8840a60afa6b409784f28a052dc79d24_22)] | | | [removed: [25](#i58cf49cf4a204e40b7662f5bc07c8659_22)] [added: [29](#i8840a60afa6b409784f28a052dc79d24_22)] | | |

| 4 | | | [Mine Safety [removed: Disclosures](#i58cf49cf4a204e40b7662f5bc07c8659_22)] [added: Disclosures](#i8840a60afa6b409784f28a052dc79d24_22)] | | | [removed: [25](#i58cf49cf4a204e40b7662f5bc07c8659_22)] [added: [29](#i8840a60afa6b409784f28a052dc79d24_22)] | | |

| | | | [Information about our Executive [removed: Officers](#i58cf49cf4a204e40b7662f5bc07c8659_25)] [added: Officers](#i8840a60afa6b409784f28a052dc79d24_25)] | | | [removed: [27](#i58cf49cf4a204e40b7662f5bc07c8659_25)] [added: [31](#i8840a60afa6b409784f28a052dc79d24_25)] | | |

| 5 | | | [Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i58cf49cf4a204e40b7662f5bc07c8659_31)] [added: Securities](#i8840a60afa6b409784f28a052dc79d24_31)] | | | [removed: [29](#i58cf49cf4a204e40b7662f5bc07c8659_31)] [added: [33](#i8840a60afa6b409784f28a052dc79d24_31)] | | |

| 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i58cf49cf4a204e40b7662f5bc07c8659_37)] [added: Operations](#i8840a60afa6b409784f28a052dc79d24_37)] | | | [removed: [32](#i58cf49cf4a204e40b7662f5bc07c8659_37)] [added: [36](#i8840a60afa6b409784f28a052dc79d24_37)] | | |

| 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i58cf49cf4a204e40b7662f5bc07c8659_76)] [added: Risk](#i8840a60afa6b409784f28a052dc79d24_76)] | | | [removed: [68](#i58cf49cf4a204e40b7662f5bc07c8659_76)] [added: [73](#i8840a60afa6b409784f28a052dc79d24_76)] | | |

| 8. | | | [Consolidated Financial Statements and Supplementary [removed: Data](#i58cf49cf4a204e40b7662f5bc07c8659_79)] [added: Data](#i8840a60afa6b409784f28a052dc79d24_79)] | | | [removed: [69](#i58cf49cf4a204e40b7662f5bc07c8659_79)] [added: [74](#i8840a60afa6b409784f28a052dc79d24_79)] | | |

| 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i58cf49cf4a204e40b7662f5bc07c8659_148)] [added: Disclosure](#i8840a60afa6b409784f28a052dc79d24_148)] | | | [removed: [119](#i58cf49cf4a204e40b7662f5bc07c8659_148)] [added: [125](#i8840a60afa6b409784f28a052dc79d24_148)] | | |

| 9A. | | | [Controls and [removed: Procedures](#i58cf49cf4a204e40b7662f5bc07c8659_148)] [added: Procedures](#i8840a60afa6b409784f28a052dc79d24_148)] | | | [removed: [119](#i58cf49cf4a204e40b7662f5bc07c8659_148)] [added: [125](#i8840a60afa6b409784f28a052dc79d24_148)] | | |

| 9B. | | | [Other [removed: Information](#i58cf49cf4a204e40b7662f5bc07c8659_148)] [added: Information](#i8840a60afa6b409784f28a052dc79d24_148)] | | | [removed: [119](#i58cf49cf4a204e40b7662f5bc07c8659_148)] [added: [125](#i8840a60afa6b409784f28a052dc79d24_148)] | | |

| 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i58cf49cf4a204e40b7662f5bc07c8659_148)] [added: Inspections](#i8840a60afa6b409784f28a052dc79d24_148)] | | | [removed: [119](#i58cf49cf4a204e40b7662f5bc07c8659_148)] [added: [125](#i8840a60afa6b409784f28a052dc79d24_148)] | | |

| 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#i58cf49cf4a204e40b7662f5bc07c8659_151)] [added: Governance](#i8840a60afa6b409784f28a052dc79d24_151)] | | | [removed: [121](#i58cf49cf4a204e40b7662f5bc07c8659_151)] [added: [127](#i8840a60afa6b409784f28a052dc79d24_151)] | | |

| 11 | | | [Executive [removed: Compensation](#i58cf49cf4a204e40b7662f5bc07c8659_151)] [added: Compensation](#i8840a60afa6b409784f28a052dc79d24_151)] | | | [removed: [121](#i58cf49cf4a204e40b7662f5bc07c8659_151)] [added: [127](#i8840a60afa6b409784f28a052dc79d24_151)] | | |

| 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i58cf49cf4a204e40b7662f5bc07c8659_151)] [added: Matters](#i8840a60afa6b409784f28a052dc79d24_151)] | | | [removed: [121](#i58cf49cf4a204e40b7662f5bc07c8659_151)] [added: [127](#i8840a60afa6b409784f28a052dc79d24_151)] | | |

| 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i58cf49cf4a204e40b7662f5bc07c8659_151)] [added: Independence](#i8840a60afa6b409784f28a052dc79d24_151)] | | | [removed: [121](#i58cf49cf4a204e40b7662f5bc07c8659_151)] [added: [127](#i8840a60afa6b409784f28a052dc79d24_151)] | | |

| 14 | | | [Principal Accountant Fees and [removed: Services](#i58cf49cf4a204e40b7662f5bc07c8659_151)] [added: Services](#i8840a60afa6b409784f28a052dc79d24_151)] | | | [removed: [121](#i58cf49cf4a204e40b7662f5bc07c8659_151)] [added: [127](#i8840a60afa6b409784f28a052dc79d24_151)] | | |

| 15 | | | [Exhibits and Financial Statement [removed: Schedules](#i58cf49cf4a204e40b7662f5bc07c8659_157)] [added: Schedules](#i8840a60afa6b409784f28a052dc79d24_157)] | | | [removed: [124](#i58cf49cf4a204e40b7662f5bc07c8659_157)] [added: [130](#i8840a60afa6b409784f28a052dc79d24_157)] | | |

| | | | [Schedule II — Valuation and Qualifying [removed: Accounts](#i58cf49cf4a204e40b7662f5bc07c8659_160)] [added: Accounts](#i8840a60afa6b409784f28a052dc79d24_160)] | | | [removed: [125](#i58cf49cf4a204e40b7662f5bc07c8659_160)] [added: [131](#i8840a60afa6b409784f28a052dc79d24_160)] | | |

| | | | [Exhibit Index and [removed: Exhibits](#i58cf49cf4a204e40b7662f5bc07c8659_163)] [added: Exhibits](#i8840a60afa6b409784f28a052dc79d24_163)] | | | [removed: [126](#i58cf49cf4a204e40b7662f5bc07c8659_163)] [added: [132](#i8840a60afa6b409784f28a052dc79d24_163)] | | |

| 16 | | | [Form 10-K [removed: Summary](#i58cf49cf4a204e40b7662f5bc07c8659_166)] [added: Summary](#i8840a60afa6b409784f28a052dc79d24_166)] | | | [removed: [133](#i58cf49cf4a204e40b7662f5bc07c8659_166)] [added: [139](#i8840a60afa6b409784f28a052dc79d24_166)] | | |

These statements, which express management’s current views concerning future events, trends, contingencies or results, appear at various places in this report and use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “potential,” “predict,” “project,” “strategy,” “target” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would.” For example, management may use forward-looking statements when addressing topics such as: the outcome of contingencies; future actions by regulators; changes in the Company’s business strategies and methods of generating revenue; the development and performance of the Company’s services and products; the expected impact of acquisitions and dispositions; the Company’s effective tax rates; [removed: and] the Company’s cost structure, dividend policy, cash flows or [removed: liquidity.][added: liquidity; and the anticipated separation of Mobility into a standalone public company.]

- worldwide economic, financial, political, and regulatory conditions (including slower GDP growth or recession, [added: restrictions on trade (e.g., tariffs),] instability in the banking sector and inflation), and factors that contribute to uncertainty and [removed: volatility,] [added: volatility (e.g., supply chain risk), geopolitical uncertainty (including military conflict),] natural and man-made disasters, civil unrest, public health crises (e.g., pandemics), [removed: geopolitical uncertainty (including military conflict),] and conditions that [removed: may] result from legislative, regulatory, trade and policy changes, including from the [removed: new US] [added: U.S.] administration;

- the volatility and health of debt, equity, commodities, energy and automotive markets, including credit quality and spreads, the [added: composition and mix of credit maturity profiles, the] level of liquidity and future debt issuances, [added: equity flows from active to passive, fluctuations in average asset prices in global equities,] demand for investment products that track indices and assessments and trading volumes of certain exchange traded derivatives;

- the effect of competitive products (including those incorporating [removed: generative] artificial intelligence ("AI")) and pricing, including the level of success of new product developments and global expansion;

- our ability to successfully navigate key organizational [removed: changes, including among our executive leadership;][added: changes;]

- the introduction of competing products [added: (including those developed by AI)] or technologies by other companies;

- the impact on the Company’s revenue and net income caused by fluctuations in foreign currency exchange rates; [removed: and]

- the impact of changes in applicable tax or accounting requirements on the [removed: Company.][added: Company;]

Accordingly, the Company cautions readers not to place undue reliance on any [removed: forward-][added: forward-looking statements, which speak only as of the dates on which they are made.]

| 1 | | | [Business](#i8840a60afa6b409784f28a052dc79d24_16) | | | [7](#i8840a60afa6b409784f28a052dc79d24_16) | | |

| 2 | | | [Properties](#i8840a60afa6b409784f28a052dc79d24_22) | | | [29](#i8840a60afa6b409784f28a052dc79d24_22) | | |

| 6 | | | [\[Reserved\]](#i8840a60afa6b409784f28a052dc79d24_34) | | | [35](#i8840a60afa6b409784f28a052dc79d24_34) | | |

| [Signatures](#i8840a60afa6b409784f28a052dc79d24_169) | | | | | | [139](#i8840a60afa6b409784f28a052dc79d24_169) | | |

- our ability to protect our intellectual property from unauthorized use and infringement, including by others using AI technologies, and to operate our business without violating third-party intellectual property rights, including through our own use of AI in our products and services;

- the separation of Mobility not being consummated within the anticipated time period or at all;

- the ability of the separation of Mobility to qualify for tax-free treatment for U.S. federal income tax purposes;

- any disruption to the Company’s business in connection with the proposed separation of Mobility;

- any loss of synergies from separating the businesses of Mobility and the Company that adversely impact the results of operations of both businesses, or the companies resulting from the separation of Mobility not realizing all of the expected benefits of the separation; and

- following the separation of Mobility, the combined value of the common stock of the two publicly-traded companies not being equal to or greater than the value of the Company’s common stock had the separation not occurred.

RISK FACTORS SUMMARY

Our business is subject to risks and uncertainties that, if realized, could materially and adversely affect our business, financial condition and results of operations, which are discussed more fully in Item 1A, *Risk Factors* in this Annual Report on Form 10-K.

These risks include, but are not limited to, the following:

- Our size, scale and role in the global markets increases our exposure to cyber attacks and other cyber-security risks.

- Our inability to innovate and compete with new or enhanced products and services of our competitors could have a material adverse effect on our business, financial condition or results of operations.

- Our inability to successfully develop, adapt, or implement new and improved processes and technology could materially adversely impact our business, financial condition or results of operations.

- Increased availability of free or relatively inexpensive information sources may materially reduce demand for our products and services.

- AI presents new and evolving risks, and our approach to AI may not be successful.

- Our use of open source software could result in litigation or impose unanticipated restrictions on our ability to commercialize our products and services.

- Our inability to adequately obtain, protect and maintain our intellectual property and other proprietary rights could impact our competitive position.

- We have been, and may in the future be, subject to intellectual property disputes, which are costly to defend and could harm our business and operating results.

- We rely heavily on network systems and the Internet and any failures or disruptions may adversely affect our ability to serve our customers.

- Our operations and infrastructure may malfunction or fail.

- Exposure to litigation and government and regulatory proceedings, investigations and inquiries could have a material adverse effect on our business, financial condition or results of operations.

- Changes and increased enforcement in the global privacy, data localization, operational resilience and data protection legislative, regulatory, and commercial environments in which we operate may materially and adversely impact our ability to collect, compile, use, and publish data, require us to disclose information about our security environment.

- Future legislation, regulatory reform or policy changes, especially abrupt changes, could have a material adverse effect on our business, financial condition or results of operations.

- Increasing regulation of our Ratings business in the U.S., Europe and elsewhere can increase our costs of doing business.

- Our Indices and Energy businesses are subject to a global evolving regulatory landscape, which has and may continue to cause increased operating obligations, exposure, compliance risk and costs of doing business.

- Our international business activities must comport with international trade restraints, including economic sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control.

- We may become subject to liability or face reputational harm due to our offerings.

- Changes in the volume of securities issued and traded in domestic and/or global capital markets, asset levels and flows into investment products, high interest rates, changes in interest rates and volatility in the financial markets, and volatility in the energy and commodity markets impact our business, financial condition or results of operations.

- Inability to attract, retain or train key qualified personnel or to navigate key management transitions could have a material adverse effect on our business, financial condition or results of operations.

- The planned separation of our Mobility business into an independent, publicly traded company is contingent upon the satisfaction of a number of conditions, may not be completed on the currently contemplated timeline, or at all, and may not achieve the intended benefits.

- Our acquisitions, divestitures and other strategic transactions may not produce anticipated results.

- The markets in which we operate are intensely competitive, and our inability to successfully compete could materially adversely affect our business, financial condition or results of operations.

- A significant increase in operating costs and expenses could have a material adverse effect on our profitability.

- Consolidation of customers, reduced staffing levels of customers or reduced spending by customers could have a material adverse effect on our business, financial condition or results of operations.

- We rely on the products and services of other suppliers, including certain data, software and service suppliers, for many aspects of our business.

- Our inability to successfully recover should we, our third-party service providers or our clients experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability.

- Our reputation, credibility, and brand are key assets and competitive advantages of our Company and our business, financial condition or results of operations could be materially and adversely affected if we are negatively perceived in the marketplace.

| 1 | | | [Business](#i58cf49cf4a204e40b7662f5bc07c8659_16) | | | [6](#i58cf49cf4a204e40b7662f5bc07c8659_16) | | |

| 2 | | | [Properties](#i58cf49cf4a204e40b7662f5bc07c8659_22) | | | [25](#i58cf49cf4a204e40b7662f5bc07c8659_22) | | |

| 6 | | | [\[Reserved\]](#i58cf49cf4a204e40b7662f5bc07c8659_34) | | | [31](#i58cf49cf4a204e40b7662f5bc07c8659_34) | | |

| [Signatures](#i58cf49cf4a204e40b7662f5bc07c8659_169) | | | | | | [133](#i58cf49cf4a204e40b7662f5bc07c8659_169) | | |

looking statements, which speak only as of the dates on which they are made.

Our [removed: Board, and Nominating] [added: Board] and Audit [removed: Committees,] [added: Committee] gave significant consideration over the past several years to the appropriate Board and Committee oversight structure for risks associated with technology and cybersecurity.

The Board coordinates with the Audit Committee [removed: and Finance Committee] to ensure active Board- and Committee-level oversight of the Company’s technology and cyber risk profile, enterprise technology and cyber strategies, and information security initiatives.

The Board also receives regular updates from the Audit Committee [removed: and Finance Committee] on [removed: their] [added: its] in-depth Committee-level [removed: reviews.][added: review.]

The current CISO has more than [removed: 27] [added: 32] years of technology industry leadership, cybersecurity expertise and engineering and operations experience.

We lease office facilities at [removed: 147] [added: 154] locations; [removed: 37] [added: 35] are in the U.S. In addition, we own real property at 6 locations, of which 2 are in the U.S. Our properties consist primarily of office space used by each of our segments.

| Martina L. Cheung | | | | | | [removed: 49] [added: 50] | | | | | | President and Chief Executive Officer | | |

| Eric W. Aboaf | | | | | | [removed: 60] [added: 61] | | | | | | Executive Vice President, Chief Financial Officer [removed: (effective Feb. 19, 2025)] | | |

| Christopher F. Craig | | | | | | [removed: 51] [added: 52] | | | | | | [removed: Interim] [added: Senior Vice President,] Chief [removed: Financial] [added: Accounting] Officer | | |

| Saugata Saha | | | | | | [removed: 49] [added: 50] | | | | | | President, S&P Global Market Intelligence & Chief Enterprise Data Officer, S&P Global | | |

| Yann Le Pallec | | | | | | [removed: 56] [added: 57] | | | | | | President, S&P Global Ratings | | |

| David Ernsberger | | | | | | [removed: 50] [added: 51] | | | | | | [removed: Co-President,] [added: President,] S&P Global [removed: Commodity Insights] [added: Energy] | | |

| [removed: Edouard Tavernier] [added: William Eager] | | | | | | [removed: 51] [added: 55] | | | | | | President, S&P Global Mobility | | |

| [removed: Dan Draper] [added: Catherine Clay] | | | | | | [removed: 56] [added: 58] | | | | | | Chief Executive Officer, S&P Dow Jones Indices | | |

| Girish Ganesan | | | | | | [removed: 44] [added: 45] | | | | | | Executive Vice President, Chief People Officer | | |

| Steven J. Kemps | | | | | | [removed: 60] [added: 61] | | | | | | Executive Vice President, Chief Legal Officer | | |

| [removed: S. Swamy Kocherlakota] [added: Sally Moore] | | | | | | [removed: 58] [added: 50] | | | | | | Executive Vice President, Chief [removed: Digital Solutions] [added: Client] Officer | | |

| Christina Twomey | | | | | | [removed: 44] [added: 45] | | | | | | Senior Vice President, Chief Communications Officer | | |

Mr. Aboaf [removed: will begin serving] [added: has served] as Executive Vice President, Chief Financial Officer [removed: on] [added: since] February [removed: 19,] 2025.

Mr. Aboaf [removed: is joining] [added: joined] S&P Global from State Street Corporation, where he [removed: has] [added: joined as Executive Vice President in December 2016, and] served as [added: Executive Vice President and] Chief Financial Officer since [removed: 2016] [added: February 2017] and as Vice Chairman since [added: May] 2022.

Ms. Cheung, prior to becoming President and Chief Executive Officer [removed: on] [added: in] November [removed: 1,] 2024, was President, S&P Global Ratings since February [removed: 28,] 2022, was President, S&P Global Market Intelligence since January [removed: 2,] 2019, was Head of Risk Services for S&P Global Market Intelligence since September 2015, was Chief Strategy Officer for S&P Global since March 2014, and was Vice President of Operations for S&P Global Ratings since joining the Company in 2010.

Mr. Ernsberger, prior to becoming [added: President of S&P Global Energy in November 2025, was] co-President of S&P Global [removed: Commodity Insights on] [added: Energy since] November [removed: 1,] 2024, was Head of Market Reporting and Trading Solutions for S&P Global [removed: Commodity Insights] [added: Energy] since March 2022, [added: and] was Global Head of Pricing & Market Insight for S&P Global [removed: Commodity Insights] [added: Energy] (then known as S&P Global Platts) since January [removed: 2020, was Global Head of Commodities Pricing for S&P Global Platts since October 2016, was Global Director, Oil for S&P Global Platts since March 2010, was Senior Editorial Director, Asia for S&P Global Platts since January 2004, was the Houston Bureau Chief for S&P Global Platts since July 2001, was Managing Editor, European Natural Gas and Electricity Markets for S&P Global Platts since][added: 2020.]

Mr. Ganesan, prior to becoming Executive Vice President, Chief People Officer [removed: on] [added: in] November [removed: 1,] 2024, was Senior Vice President, People for S&P Global since he joined the Company in October 2021.

Mr. Kemps, prior to becoming Executive Vice President, Chief Legal [removed: Officer,] [added: Officer in October 2021,] served as Executive Vice President, General Counsel since August [removed: 2016 at S&P Global.][added: 2016.]

Mr. Le Pallec, prior to becoming President of S&P Global Ratings [removed: on] [added: in] November [removed: 1,] 2024, was Executive Managing Director, Head of Global Ratings Services for S&P Global Ratings since April [removed: 2017, was Executive Managing Director, Global Head of Corporate Ratings for S&P Global Ratings since April 2016, was Executive Managing Director, Head of EMEA Ratings for S&P Global Ratings since December 2011, was Managing Director, Head of EMEA Corporate and Government Ratings for S&P Global Ratings since August 2010, was Managing Director, Head of EMEA Government and Insurance Ratings for S&P Global Ratings since July 2009, was Managing Director, Head of EMEA Insurance Ratings for S&P Global Ratings since April 2005, was Director, Head of Paris and Frankfurt Insurance Ratings for S&P Global Ratings since October 2003, was Director, previously Associate Director, Paris Insurance Ratings for S&P Global Ratings since he joined the Company in December 1999.][added: 2017.]

Ms. Moore, prior to becoming Executive Vice President, Chief Client Officer [removed: on] [added: in] November [removed: 1,] 2024, was Executive Vice President, Global Head of Strategy, M&A and Partnerships since February [removed: 28,] 2022, and prior to that was Executive Vice President, Global Head of Corporate Development & Strategic Alliances at IHS Markit since January 2018.

Ms. Twomey, prior to becoming Senior Vice President, Chief Communications Officer [removed: on] [added: in] November [removed: 1,] 2024, was Global Head of Communications for S&P Global since January 2024, [added: and] was Vice President, Head of Communications for S&P Global Ratings and S&P Global Sustainable1 since March [removed: 2020, was Head of Enterprise Communications for S&P Global since January 2019, was Head of Technology Communications for S&P Global since April 2018, and was Head of External Communications for S&P Global Market Intelligence since September 2015 when she joined the Company through the acquisition of SNL Financial.][added: 2020.]

| Energy | | | | | | | | | | | | | | |

Ms. Clay has served as Chief Executive Officer of S&P Dow Jones Indices since November 2025.

Ms. Clay joined S&P Global from Cboe Global Markets, Inc., where she served as Executive Vice President, Global Head of Derivatives since October 2023, and prior to that as Executive Vice President, Global Head of Cboe Data Vantage since March 2021.

Mr. Craig has served as Senior Vice President, Chief Accounting Officer since September 2018 and has also led Enterprise Business Services since June 2025.

Mr. Craig also served as Interim Chief Financial Officer from February 2024 to February 2025.

Mr. Eager, prior to becoming President, S&P Global Mobility in August 2025, was Chief Executive Officer of CARFAX since December 2021, and prior to that was Vice President of CARFAX’s Dealer Business for 17 years.

Mr. Saha, prior to becoming President of S&P Global Market Intelligence and Chief Enterprise Data Officer of S&P Global, was President of S&P Global Energy (then known as S&P Global Platts) since January 2021.

| Commodity Insights | | | | | | | | | | | | | | |

| Mark Eramo | | | | | | 61 | | | | | | Co-President, S&P Global Commodity Insights | | |

| Sally Moore | | | | | | 49 | | | | | | Executive Vice President, Chief Client Officer | | |

Mr. Craig has served as Interim Chief Financial Officer since February 12, 2024 and he will continue serving in this role until Mr. Aboaf assumes the role.

Mr. Craig currently also serves as Senior Vice President, Controller and Chief Accounting Officer.

Prior to becoming the Company's Senior Vice President, Controller and Chief Accounting Officer on September 7, 2018, Mr. Craig served as Vice President, Assistant Controller of the Company, and prior to that as Senior Director, Technical Accounting and Policy.

Mr. Craig joined the Company in 2010.

Mr. Draper, prior to becoming Chief Executive Officer at S&P Dow Jones Indices on June 15, 2020, served as Managing Director & Global Head of Exchange Traded Funds at Invesco Distributors Inc. since June 2013.

Mr. Eramo, prior to becoming co-President of S&P Global Commodity Insights on November 1, 2024, was Head of Fuels, Chemicals & Resource Solutions for S&P Global Commodity Insights since February 2022, was Senior Vice President, in downstream market services for IHS Markit since March 2021, and was Vice President downstream market services for IHS Markit since October 2019.

January 1999, and was Managing Editor, Europe & Africa Metals Markets for S&P Global Platts since he joined the Company in June 1996.

Mr. Kocherlakota, prior to becoming Executive Vice President, Chief Digital Solutions Officer on December 12, 2023, was Executive Vice President, Chief Information Officer since January 13, 2020, was Chief Information Officer since January 1, 2018, and was Global Head of Infrastructure & Cloud and Enterprise Services since July 2017.

Mr. Saha, prior to becoming President of S&P Global Market Intelligence and Chief Enterprise Data Officer of S&P Global, was President of S&P Global Commodity Insights (then known as S&P Global Platts) since January of 2021, was Chief Financial Officer for S&P Global Platts and S&P Global Market Intelligence since October 2018, was Senior Vice President, Financial Planning & Analyses and Corporate Strategy for S&P Global since August 2017, was Senior Managing Director, Head of M&A Integration and Strategic Initiatives for S&P Global since August 2015, and was Managing Director, Global Strategy and Business Development for S&P Global Ratings since he joined the Company in April 2014.

Mr. Tavernier, prior to becoming President, S&P Global Mobility on February 28, 2022, was Executive Vice President, Head of Transportation for IHS Markit since December 2019, and was Senior Vice President, Transportation for IHS Markit since 2016.

The approximate number of record holders of our common stock as of January [removed: 31, 2025] [added: 30, 2026] was [removed: 2,639.][added: 2,585.]

The peer group consists of the following companies: Moody’s Corporation, CME Group Inc., MSCI Inc., FactSet Research Systems Inc., Verisk Analytics, Inc. and Intercontinental Exchange, Inc. Returns assume $100 invested on December 31, [removed: 2019] [added: 2020] and total return includes reinvestment of dividends through December 31, [removed: 2024.][added: 2025.]

[removed: ][added: ]

Regular quarterly dividends per share of our common stock for [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] were as follows:

| $0.91 per quarter in 2024 | | | [removed: $] | [removed: 3.64] | | | | | [added: $] | [added: 3.64] | |

On January [removed: 28, 2025,] [added: 14, 2026,] the Board of Directors approved a quarterly common stock dividend of [removed: $0.96] [added: $0.97] per share.

P.O. Box [removed: 43078][added: 43006]

Providence, RI [removed: 02940-3078][added: 02940-3006]

During the fourth quarter of [removed: 2024,] [added: 2025,] we [removed: repurchased 2.6 million] [added: did not repurchase any] shares under the [removed: 2022] [added: 2025] Repurchase Program and, as of December 31, [removed: 2024, 12.0] [added: 2025, 30] million shares remained under the [removed: 2022] [added: 2025] Repurchase Program.

Our [added: 2025 Repurchase Program and] 2022 Repurchase Program [removed: has] [added: have] no expiration date and purchases under [removed: the program] [added: these programs] may be made from time to time on the open market and in private transactions, depending on market conditions.

The following table provides information on our purchases of our outstanding common stock during the fourth quarter of [removed: 2024] [added: 2025] pursuant to our 2022 Repurchase Program (column c).

[removed: 1] [added: 2] Includes [removed: 2.3] [added: 4.0] million shares received from the initiation of our ASR agreement that we entered into on [removed: October 28, 2024.][added: December 4, 2025.]

| | | | 2025 | | | | | | 2024 | | |

| $0.96 per quarter in 2025 | | | $ | 3.84 | | | | | | | |

On November 13, 2025, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2025 Repurchase Program”), which was approximately 10% of the total shares of our outstanding common stock at the time.

During the fourth quarter of 2025, we received 4.6 million shares under the 2022 Repurchase Program, which included 0.6 million shares received from the conclusion of our accelerated share repurchase ("ASR") agreement that we entered into on August 12, 2025.

As of December 31, 2025, 2.7 million shares remained under the 2022 Repurchase Program.

| Oct. 1 - Oct. 31, 2025 1 | | | | | | 621,000 | | | | | | $ | 513.68 | | | | | 618,259 | | | | | | 6.8 | | million |

| Nov. 1 - Nov. 30, 2025 | | | | | | 4,763 | | | | | | 497.02 | | | | | | — | | | | | | 6.8 | | million |

| Dec. 1 - Dec. 31, 2025 2 | | | | | | 4,074,473 | | | | | | 521.73 | | | | | | 4,024,226 | | | | | | 2.7 | | million |

| Total — Quarter | | | | | | 4,700,236 | | | | | | $ | 514.16 | | | | | 4,642,485 | | | | | | 2.7 | | million |

1 Includes 0.6 million shares received from the conclusion of our ASR agreement that we entered into on August 12, 2025.

| | | | 2024 | | | | | | 2023 | | |

| $0.90 per quarter in 2023 | | | | | | | | | $ | 3.60 | |

Table of Contents

| Oct. 1 - Oct. 31, 2024 1 | | | | | | 2,609,191 | | | | | | $ | 505.24 | | | | | 2,606,734 | | | | | | 12.0 | | million |

| Nov. 1 - Nov. 30, 2024 | | | | | | 7,006 | | | | | | 489.37 | | | | | | — | | | | | | 12.0 | | million |

| Dec. 1 - Dec. 31, 2024 | | | | | | 59,424 | | | | | | 499.15 | | | | | | — | | | | | | 12.0 | | million |

| Total — Quarter | | | | | | 2,675,621 | | | | | | $ | 504.08 | | | | | 2,606,734 | | | | | | 12.0 | | million |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i58cf49cf4a204e40b7662f5bc07c8659_82)] [added: Firm](#i8840a60afa6b409784f28a052dc79d24_82)] (PCAOB ID: 42) | | | [removed: [70](#i58cf49cf4a204e40b7662f5bc07c8659_82)] [added: [75](#i8840a60afa6b409784f28a052dc79d24_82)] | | |

| [Consolidated Statements of [removed: Income](#i58cf49cf4a204e40b7662f5bc07c8659_85)] [added: Income](#i8840a60afa6b409784f28a052dc79d24_85)] | | | [removed: [73](#i58cf49cf4a204e40b7662f5bc07c8659_85)] [added: [78](#i8840a60afa6b409784f28a052dc79d24_85)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i58cf49cf4a204e40b7662f5bc07c8659_88)] [added: Income](#i8840a60afa6b409784f28a052dc79d24_88)] | | | [removed: [74](#i58cf49cf4a204e40b7662f5bc07c8659_88)] [added: [79](#i8840a60afa6b409784f28a052dc79d24_88)] | | |

| [Consolidated Balance [removed: Sheets](#i58cf49cf4a204e40b7662f5bc07c8659_91)] [added: Sheets](#i8840a60afa6b409784f28a052dc79d24_91)] | | | [removed: [75](#i58cf49cf4a204e40b7662f5bc07c8659_91)] [added: [80](#i8840a60afa6b409784f28a052dc79d24_91)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i58cf49cf4a204e40b7662f5bc07c8659_94)] [added: Flows](#i8840a60afa6b409784f28a052dc79d24_94)] | | | [removed: [76](#i58cf49cf4a204e40b7662f5bc07c8659_94)] [added: [81](#i8840a60afa6b409784f28a052dc79d24_94)] | | |

| [Consolidated Statements of [removed: Equity](#i58cf49cf4a204e40b7662f5bc07c8659_97)] [added: Equity](#i8840a60afa6b409784f28a052dc79d24_97)] | | | [removed: [77](#i58cf49cf4a204e40b7662f5bc07c8659_97)] [added: [82](#i8840a60afa6b409784f28a052dc79d24_97)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i58cf49cf4a204e40b7662f5bc07c8659_100)] [added: Statements](#i8840a60afa6b409784f28a052dc79d24_100)] | | | [removed: [78](#i58cf49cf4a204e40b7662f5bc07c8659_100)] [added: [83](#i8840a60afa6b409784f28a052dc79d24_100)] | | |

| [1 Accounting [removed: Policies](#i58cf49cf4a204e40b7662f5bc07c8659_103)] [added: Policies](#i8840a60afa6b409784f28a052dc79d24_103)] | | | [removed: [78](#i58cf49cf4a204e40b7662f5bc07c8659_103)] [added: [83](#i8840a60afa6b409784f28a052dc79d24_103)] | | |

| 2 [Acquisitions and [removed: Divestitures](#i58cf49cf4a204e40b7662f5bc07c8659_109)] [added: Divestitures](#i8840a60afa6b409784f28a052dc79d24_109)] | | | [removed: [85](#i58cf49cf4a204e40b7662f5bc07c8659_109)] [added: [91](#i8840a60afa6b409784f28a052dc79d24_109)] | | |

| 3 [Goodwill and Other Intangible [removed: Assets](#i58cf49cf4a204e40b7662f5bc07c8659_112)] [added: Assets](#i8840a60afa6b409784f28a052dc79d24_112)] | | | [removed: [91](#i58cf49cf4a204e40b7662f5bc07c8659_112)] [added: [95](#i8840a60afa6b409784f28a052dc79d24_112)] | | |

| 4 [Taxes on [removed: Income](#i58cf49cf4a204e40b7662f5bc07c8659_115)] [added: Income](#i8840a60afa6b409784f28a052dc79d24_115)] | | | [removed: [92](#i58cf49cf4a204e40b7662f5bc07c8659_115)] [added: [96](#i8840a60afa6b409784f28a052dc79d24_115)] | | |

| 5 [removed: [Debt](#i58cf49cf4a204e40b7662f5bc07c8659_118)] [added: [Debt](#i8840a60afa6b409784f28a052dc79d24_118)] | | | [removed: [95](#i58cf49cf4a204e40b7662f5bc07c8659_118)] [added: [101](#i8840a60afa6b409784f28a052dc79d24_118)] | | |

| [6 Derivative [removed: Instruments](#i58cf49cf4a204e40b7662f5bc07c8659_121)] [added: Instruments](#i8840a60afa6b409784f28a052dc79d24_121)] | | | [removed: [97](#i58cf49cf4a204e40b7662f5bc07c8659_121)] [added: [102](#i8840a60afa6b409784f28a052dc79d24_121)] | | |

| 7 [Employee [removed: Benefits](#i58cf49cf4a204e40b7662f5bc07c8659_124)] [added: Benefits](#i8840a60afa6b409784f28a052dc79d24_124)] | | | [removed: [99](#i58cf49cf4a204e40b7662f5bc07c8659_124)] [added: [105](#i8840a60afa6b409784f28a052dc79d24_124)] | | |

| 8 [Stock-Based [removed: Compensation](#i58cf49cf4a204e40b7662f5bc07c8659_127)] [added: Compensation](#i8840a60afa6b409784f28a052dc79d24_127)] | | | [removed: [105](#i58cf49cf4a204e40b7662f5bc07c8659_127)] [added: [110](#i8840a60afa6b409784f28a052dc79d24_127)] | | |

| 10 [Earnings per [removed: Share](#i58cf49cf4a204e40b7662f5bc07c8659_136)] [added: Share](#i8840a60afa6b409784f28a052dc79d24_136)] | | | [removed: [110](#i58cf49cf4a204e40b7662f5bc07c8659_136)] [added: [115](#i8840a60afa6b409784f28a052dc79d24_136)] | | |

| [12 Segment and Geographic [removed: Information](#i58cf49cf4a204e40b7662f5bc07c8659_142)] [added: Information](#i8840a60afa6b409784f28a052dc79d24_142)] | | | [removed: [111](#i58cf49cf4a204e40b7662f5bc07c8659_142)] [added: [116](#i8840a60afa6b409784f28a052dc79d24_142)] | | |

| [13 Commitments and [removed: Contingencies](#i58cf49cf4a204e40b7662f5bc07c8659_145)] [added: Contingencies](#i8840a60afa6b409784f28a052dc79d24_145)] | | | [removed: [116](#i58cf49cf4a204e40b7662f5bc07c8659_145)] [added: [121](#i8840a60afa6b409784f28a052dc79d24_145)] | | |

We have audited the accompanying consolidated balance sheets of S&P Global Inc. (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 11, 2025] [added: 10, 2026] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | | | | As described in Notes 1 and 9 to the financial statements, the Company has an agreement with the minority partners of its S&P Dow Jones Indices LLC joint venture that contains redemption features outside of the control of the Company. This arrangement is reported as a redeemable noncontrolling interest at fair value of [removed: $4,239] [added: $4,914] million at December 31, [removed: 2024.] [added: 2025.] The Company adjusts the redeemable noncontrolling interest each reporting period to its estimated redemption value, but never less than its initial fair value, using both income and market valuation approaches. Auditing the Company's valuation of its redeemable noncontrolling interest was complex due to the estimation uncertainty in determining the fair value. The estimation uncertainty was primarily due to the sensitivity of the fair value to underlying assumptions about the future performance of the business. The more significant judgmental assumptions used to estimate the value of the S&P Dow Jones Indices LLC joint venture include an estimated discount rate, a range of assumptions that form the basis of the expected future net cash flows (e.g., revenue growth rates and operating margins), a company specific beta and earnings and transaction multiples for comparable companies and similar acquisitions, respectively. These significant judgmental assumptions that incorporate market data are forward-looking and could be affected by future economic and market conditions. | | |

[removed: February 11,] 2025

We have audited S&P Global Inc.’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria).

In our opinion, S&P Global Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February [removed: 11, 2025] [added: 10, 2026] expressed an unqualified opinion thereon.

| | | | [removed: 2024] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Revenue | | | $ | [removed: 14,208] [added: 15,336] | | | | | $ | [removed: 12,497] [added: 14,208] | | | | | $ | [removed: 11,181] [added: 12,497] | |

| Operating-related expenses | | | [removed: 4,391] [added: 4,563] | | | | | | [removed: 4,141] [added: 4,361] | | | | | | [removed: 3,753] [added: 4,141] | | |

| Selling and general expenses | | | [removed: 3,166] [added: 3,417] | | | | | | [removed: 3,159] [added: 3,196] | | | | | | [removed: 3,396] [added: 3,159] | | |

| Depreciation | | | [removed: 96] [added: 110] | | | | | | [removed: 101] [added: 96] | | | | | | [removed: 108] [added: 101] | | |

| Amortization of intangibles | | | [removed: 1,077] [added: 1,069] | | | | | | [removed: 1,042] [added: 1,077] | | | | | | [removed: 905] [added: 1,042] | | |

| Total expenses | | | [removed: 8,730] [added: 9,159] | | | | | | [removed: 8,443] [added: 8,730] | | | | | | [removed: 8,162] [added: 8,443] | | |

| (Gain) loss on dispositions, net | | | [removed: (59)] [added: (273)] | | | | | | [removed: 70] [added: (59)] | | | | | | [removed: (1,898)] [added: 70] | | |

| Equity in income on unconsolidated subsidiaries | | | [removed: (43)] [added: (28)] | | | | | | [removed: (36)] [added: (43)] | | | | | | [removed: (27)] [added: (36)] | | |

| Operating profit | | | [removed: 5,580] [added: 6,478] | | | | | | [removed: 4,020] [added: 5,580] | | | | | | [removed: 4,944] [added: 4,020] | | |

| Other (income) expense, net | | | [removed: (25)] [added: (36)] | | | | | | [removed: 15] [added: (25)] | | | | | | [removed: (70)] [added: 15] | | |

| Interest expense, net | | | [removed: 297] [added: 287] | | | | | | [removed: 334] [added: 297] | | | | | | [removed: 304] [added: 334] | | |

| Income before taxes on income | | | [removed: 5,308] [added: 6,227] | | | | | | [removed: 3,671] [added: 5,308] | | | | | | [removed: 4,702] [added: 3,671] | | |

| Provision for taxes on income | | | [removed: 1,141] [added: 1,407] | | | | | | [removed: 778] [added: 1,141] | | | | | | [removed: 1,180] [added: 778] | | |

| [9 Equity](#i8840a60afa6b409784f28a052dc79d24_133) | | | [112](#i8840a60afa6b409784f28a052dc79d24_133) | | |

| [11 Restructuring](#i8840a60afa6b409784f28a052dc79d24_139) | | | [116](#i8840a60afa6b409784f28a052dc79d24_139) | | |

February 10, 2026

February 10, 2026

| | | | 206 | | | | | | (122) | | | | | | 95 | | |

| | | | (14) | | | | | | (10) | | | | | | (13) | | |

| | | | (6) | | | | | | 12 | | | | | | 41 | | |

| | | | 2025 | | | | | | 2024 | | |

| Net income | | | $ | 4,820 | | | | | $ | 4,167 | | | | | $ | 2,893 | |

| Depreciation | | | 110 | | | | | | 96 | | | | | | 101 | | |

| Amortization of intangibles | | | 1,069 | | | | | | 1,077 | | | | | | 1,042 | | |

| (Gain) loss on dispositions, net | | | (273) | | | | | | (59) | | | | | | 70 | | |

| Comprehensive income 1 | | | | | | | | | | | | | | | 4,471 | | | | | | 186 | | | | | | | | | | | | 4,657 | | | | | | 32 | | | | | | 4,689 | | |

| Share repurchases | | | | | | | | | (305) | | | | | | | | | | | | | | | | | | 4,743 | | | | | | (5,048) | | | | | | | | | | | | (5,048) | | |

| Balance as of December 31, 2025 | | | $ | 415 | | | | | $ | 44,117 | | | | | $ | 23,666 | | | | | $ | (697) | | | | | $ | 36,374 | | | | | $ | 31,127 | | | | | $ | 108 | | | | | $ | 31,235 | |

On April 29, 2025, we announced that our Board of Directors decided to pursue a full separation of our Mobility segment, creating a new publicly traded company.

The transaction, which would be implemented through the spin-off of shares of the new company to S&P Global shareholders, is expected to be tax-free for U.S. federal income tax purposes for S&P Global shareholders and is expected to be completed mid-2026, subject to the satisfaction of customary legal and regulatory requirements and approvals.

On October 10, 2025, the Company and CME Group completed the sale of OSTTRA.

See Note 2 — *Acquisitions and Divestitures* for further discussion.

The joint venture provided trade processing and risk

Accordingly, we have not recorded deferred income taxes related to those earnings.

Recently Issued or Adopted Accounting Standards

In November of 2025, the Financial Accounting Standards Board (“FASB”) issued accounting guidance to more closely align hedge accounting with the economics of an entity's risk management activities.

We do not expect this guidance to have a significant impact on our consolidated financial statements.

In September of 2025, the FASB issued accounting guidance that clarifies the guidance on which contracts are subject to derivative accounting and guidance on accounting for share based payments on contracts with customers.

This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, and early adoption is permitted.

We do not expect this guidance to have a significant impact on our consolidated financial statements.

In September of 2025, the FASB issued accounting guidance which removes references to prescriptive software development stages and includes an updated framework for capitalizing internal software costs.

This guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, and early adoption is permitted.

We do not expect this guidance to have a significant impact on our consolidated financial statements.

In July of 2025, the FASB issued accounting guidance that provides an optional practical expedient for estimating future credit losses based on current conditions as of the balance sheet date and assuming those conditions do not change over the remaining life of the accounts receivable.

This guidance is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, and early adoption is permitted.

We do not expect this guidance to have a significant impact on our consolidated financial statements.

In May of 2025, the FASB issued accounting guidance to improve the requirements for identifying the accounting acquirer in ASC 805, Business Combinations.

The amendments in this update revise current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a VIE that meets the definition of a business.

This guidance is required to be applied prospectively to any acquisition transaction that occurs after the initial application date.

We do not expect this guidance to have a significant impact on our consolidated financial statements.

In December of 2023, the FASB issued Accounting Standards Update No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 amends ASC 740, Income Taxes to expand income tax disclosures and requires that the Company disclose (i) the income tax rate reconciliation using both percentages and reporting currency amounts; (ii) specific categories within the income tax rate reconciliation; (iii) additional information for reconciling items that meet a quantitative threshold; (iv) the composition of state and local income taxes by jurisdiction; and (v) the amount of income taxes paid disaggregated by jurisdiction.

The Company adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective basis.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| [9 Equity](#i58cf49cf4a204e40b7662f5bc07c8659_133) | | | [107](#i58cf49cf4a204e40b7662f5bc07c8659_133) | | |

| [11 Restructuring](#i58cf49cf4a204e40b7662f5bc07c8659_139) | | | [111](#i58cf49cf4a204e40b7662f5bc07c8659_139) | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Loss on extinguishment of debt | | | — | | | | | | — | | | | | | 8 | | |

| | | | (122) | | | | | | 95 | | | | | | (246) | | |

| | | | (10) | | | | | | (13) | | | | | | (44) | | |

| | | | 12 | | | | | | 41 | | | | | | 245 | | |

| Proceeds from noncontrolling interest holders | | | — | | | | | | — | | | | | | 410 | | |

| Balance as of December 31, 2021 | | | $ | 294 | | | | | $ | 1,031 | | | | | $ | 15,017 | | | | | $ | (841) | | | | | $ | 13,469 | | | | | $ | 2,032 | | | | | $ | 75 | | | | | $ | 2,107 | |

| Comprehensive income 1 | | | | | | | | | | | | | | | 3,248 | | | | | | (45) | | | | | | | | | | | | 3,203 | | | | | | 25 | | | | | | 3,228 | | |

| Acquisition of IHS Markit | | | 121 | | | | | | 43,415 | | | | | | | | | | | | | | | | | | | | | | | | 43,536 | | | | | | | | | | | | 43,536 | | |

| Share repurchases | | | | | | | | | (125) | | | | | | | | | | | | | | | | | | 11,878 | | | | | | (12,003) | | | | | | | | | | | | (12,003) | | |

On February 28, 2022, we completed the merger with IHS Markit Ltd (“IHS Markit”), and as a result, IHS Markit and its subsidiaries became wholly owned consolidated subsidiaries of S&P Global, and the financial results include IHS Markit from the date of acquisition.

equity, and credit asset classes.

Restricted cash included in our consolidated balance sheet was $1 million as of December 31, 2023.

Recent Accounting Standards

We are currently evaluating the impact of this guidance on the Company’s disclosures.

In December of 2023, the FASB issued accounting guidance that expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions.

In November of 2023, the FASB issued accounting guidance that expands reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

We adopted this guidance and the amendments have been applied retrospectively to all prior periods presented in the financial statements.

As a result of the adoption of this guidance, we enhanced our disclosures about significant expenses regularly provided to the chief operating decision maker and included in the segment’s measure of profit or loss to assess segment performance and allocate resources.

2022

On December 1, 2022, we completed the acquisition of the Shades of Green business from the Center for International Climate Research (“CICERO”), Norway’s foremost institute for interdisciplinary climate research.

The acquisition was integrated into S&P Global Ratings and further expanded the breadth and depth of its second party opinions (SPOs) offering.

SPOs are independent assessments of a company's financing or framework's alignment with market standards and typically provided before any borrowing is raised.

Merger with IHS Markit

On February 28, 2022, we completed the merger with IHS Markit by acquiring 100% of the IHS Markit common stock that was issued and outstanding as of the date of acquisition, and as a result, IHS Markit and its subsidiaries became wholly owned consolidated subsidiaries of S&P Global.

Upon completion of the merger with IHS Markit, IHS Markit stockholders received 113.8 million shares of S&P Global’s common stock, at an exchange ratio of 0.2838 S&P Global shares for each share of IHS Markit common stock, with cash paid in lieu of fractional shares.

The Company also issued approximately 0.9 million replacement equity award shares for IHS Markit equity awards that were assumed pursuant to the merger agreement.

The fair value of the consideration transferred for IHS Markit was approximately $43.5 billion as of the merger date, which consisted of the following:

| (in millions, except for share and per share data) | | | February 28, 2022 | | |

| Number of shares IHS Markit issued and outstanding* | | | 400,988,207 | | |

| Exchange ratio | | | 0.2838 | | |

| Number of S&P Global common stock transferred to IHS Markit stockholders | | | 113,800,453 | | |

| Closing price per share of S&P Global common stock | | | $ | 380.89 | |

| Fair value of S&P Global common stock transferred IHS Markit stockholders | | | $ | 43,345 | |

| Fair value of S&P Global replacement equity awards attributable to pre-combination service | | | $ | 191 | |

We maintain disclosure controls and procedures that are designed so that information required to be disclosed in our reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and [removed: Interim] Chief Financial Officer [removed: (“Interim CFO”),] [added: (“CFO”),] as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, [removed: 2024,] [added: 2025,] an evaluation was performed under the supervision and with the participation of management, including the CEO and [removed: Interim] CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the U.S. Securities Exchange Act of 1934).

Based on that evaluation, management, including the CEO and [removed: Interim] CFO, concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2024.][added: 2025.]

3.Based on management’s evaluation under this framework, management has concluded that our internal controls over financial reporting were effective as of December 31, [removed: 2024.][added: 2025.]

4.Our independent registered public accounting firm, Ernst & Young LLP, has audited our consolidated financial statements for the year ended December 31, [removed: 2024,] [added: 2025,] and has issued their reports on the financial statements and the effectiveness of our internal control over financial reporting.

These reports are located on pages [removed: 70, 71] [added: 74, 75] and [removed: 72] [added: 76] of this Annual Report on Form 10-K.

During [removed: 2024,] [added: 2025,] the Company engaged in limited transactions or dealings related to the purchase or sale of information and informational materials, which are generally exempt from U.S. economic sanctions, with persons that are owned or controlled, or appear to be owned or controlled, by the Government of Iran or are otherwise subject to disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.

[removed: Commodities Insights] [added: Energy] provided subscribers access to proprietary data, analytics, and industry information that enable commodities markets to perform with greater transparency and efficiency.

During [removed: 2024,] [added: 2025,] the Company recorded [removed: no] [added: *de minimis*] revenue [removed: or] [added: and] net profit attributable to the [removed: Commodities Insights] [added: Energy] transactions [removed: or] [added: and] dealings described [removed: above, which reflects the uncertainty of collection.][added: above.]

The Company attributes a *de minimis* amount of [removed: gross revenues] [added: revenue] and net [removed: profits] [added: profit] to the data sourced from Iran by Market Intelligence.

No Rule 10b5-1 trading arrangements or "non-Rule 10b5-1 trading arrangements" (as defined by S-K Item 408(c)) were entered into or terminated by our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) during the fourth quarter of [removed: 2024.][added: 2025.]

Information about our directors is contained under the caption “Board of Directors and Corporate Governance-Director Biographies” in our Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2024] [added: 2025] (the [removed: “2025] [added: “2026] Proxy Statement”) and is incorporated herein by reference.

We have adopted a Code of Ethics that applies to our CEO, [removed: Interim] CFO, chief accounting officer and senior financial officers.

Information about the procedures by which security holders may recommend nominees to our Board of Directors can be found in our [removed: 2025] [added: 2026] Proxy Statement under the caption “Board of Directors and Corporate Governance-Committees of the Board of Directors-Nominating and Corporate Governance Committee” and is incorporated herein by reference.

Information concerning the composition of the Audit Committee and our Audit Committee financial experts is contained in our [removed: 2025] [added: 2026] Proxy Statement under the caption “Board of Directors and Corporate Governance-Committees of the Board of Directors-Audit Committee” and is incorporated herein by reference.

Information about our insider trading policies governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees will be contained in our [removed: 2025] [added: 2026] Proxy Statement under the caption "Compensation Discussion and Analysis" and is incorporated herein by reference.

Information concerning compliance with Section 16(a) of the Exchange Act will be contained in our [removed: 2025] [added: 2026] Proxy Statement under the caption "Ownership of Company Stock-Delinquent Section 16(a) Reports" and is incorporated herein by reference.

Promptly following the [removed: 2025] [added: 2026] annual meeting of shareholders, we intend to file with the NYSE the CEO certification regarding our compliance with the NYSE’s corporate governance listing standards as required by NYSE Rule 303A.12.

Last year, we filed this CEO certification with the NYSE on May [removed: 20, 2024.][added: 29, 2025.]

Information about director and executive officer compensation that is required by this Item 11, Compensation Committee interlocks and the Compensation Committee Report will be contained in our [removed: 2025] [added: 2026] Proxy Statement under the captions “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Director Compensation,” and “Board of Directors and Corporate Governance-Compensation Committee Interlocks and Insider Participation” and is incorporated herein by reference.

The following table details information about our equity compensation plans as of December 31, [removed: 2024:][added: 2025:]

| Equity compensation plans approved by security holders | | | [removed: 1,303,648] [added: 982,406] | | | 1 | | | $ | 74.46 | | 2 | | | [removed: 18,502,211] [added: 18,372,433] | | | 3,4 | | |

3Included in this number are [removed: 477,178] [added: 469,981] shares reserved for issuance under the Director Deferred Stock Ownership Plan.

The remaining [removed: 18,025,033] [added: 17,902,452] shares are reserved for issuance under the 2019 Stock Incentive Plan (the “2019 Plan”) for performance stock, restricted stock, other stock-based awards, stock options and stock appreciation rights.

Information on the number of shares our common stock beneficially owned by each director and named executive officer, by all directors and executive officers as a group and on each beneficial owner of more than 5% of our common stock is contained under the caption “Ownership of Company Stock” in our [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

| Total | | | 982,406 | | | | | | $ | 74.46 | | | | | 18,372,433 | | | | | |

| Total | | | 1,303,648 | | | | | | $ | 74.46 | | | | | 18,502,211 | | | | | |

Information with respect to certain relationships and related transactions and director independence is contained under the captions “Board of Directors and Corporate Governance-Transactions with Related Persons” in our [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

During the year ended December 31, [removed: 2024,] [added: 2025,] Ernst & Young LLP audited the consolidated financial statements of the Registrant and its subsidiaries.

Information on our Audit Committee’s pre-approval policy for audit services and information on our principal accountant fees and services is contained in our [removed: 2025] [added: 2026] Proxy Statement under the caption “Independent Registered Public Accounting Firm’s Fees and Services” and is incorporated herein by reference.

- Consolidated Statements of Income for the three years ended December 31, [removed: 2024][added: 2025]

- Consolidated Statements of Comprehensive Income for the three years ended December 31, [removed: 2024][added: 2025]

- Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

- Consolidated Statements of Cash Flows for the three years ended December 31, [removed: 2024][added: 2025]

- Consolidated Statements of Equity for the three years ended December 31, [removed: 2024][added: 2025]

| Year ended December 31, [removed: 2022] [added: 2025] | | | | | | | | | | | | | | | | | | | | | | | |

| Allowance for doubtful accounts | | | $ | [removed: 26] [added: 44] | | | | | $ | [removed: 58] [added: 40] | | | | | $ | [removed: (36)] [added: (34)] | | | | | $ | [removed: 48] [added: 50] | |

| [removed: (2.1)] [added: (2.1)†] | | | [removed: [Agreement] [added: [Securities] and [removed: Plan of Merger,] [added: Asset Purchase Agreement] dated as of [removed: November 29, 2020, by and among S&P Global Inc.,] [added: January 14, 2023 between] IHS Markit Ltd. and [removed: Sapphire Subsidiary, Ltd.](https://www.sec.gov/Archives/edgar/data/64040/000119312520305794/d15153dex21.htm),] [added: Allium Buyer LLC](https://www.sec.gov/Archives/edgar/data/64040/000006404023000113/q12023xexhbit2xalliumxsecu.htm),] incorporated by reference from [removed: Registrant’s] [added: the Registrant's] Form [removed: 8-K] [added: 10-Q] filed [removed: November 30, 2020.] [added: on April 27, 2023.] | | |

| [removed: (2.2)] [added: (2.2)†] | | | [removed: [Amendment] [added: [Acknowledgment and Amendment] No. [removed: 1] [added: 2] to [removed: Agreement] [added: Securities] and [removed: Plan] [added: Asset Purchase Agreement dated as] of [removed: Merger by and among S&P Global Inc., Sapphire Subsidiary, Ltd., and] [added: May 2, 2023 between] IHS Markit Ltd. [removed: dated as of January 20, 2021](https://www.sec.gov/Archives/edgar/data/64040/000119312521012559/d77334ds4a.htm#rom77334_95),] [added: and Allium Buyer LLC](https://www.sec.gov/Archives/edgar/data/64040/000006404023000159/q22023ex2xalliumxamendment.htm),] incorporated by reference from the Registrant's Form [removed: S-4/A] [added: 10-Q] filed [removed: January 20, 2021.] [added: on July 27, 2023.] | | |

| [removed: (2.3)] [added: (10.55)*] | | | [removed: [Asset Purchase Agreement, by and] [added: [Offer letter, dated September 18, 2024,] between [removed: S&P Global Inc.] [added: the Registrant] and [removed: Factset Research Systems Inc., dated as of December 24, 2021](https://www.sec.gov/Archives/edgar/data/64040/000006404022000055/spgi-ex271231202110xkriver.htm),] [added: Eric Aboaf](https://www.sec.gov/Archives/edgar/data/64040/000006404025000052/exhibit1053tofy2024formxab.htm),] incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, [removed: 2021.] [added: 2024.] | | |

| [removed: (2.4)†] [added: (10.3)*] | | | [removed: [Securities and Asset Purchase Agreement dated as] [added: [Form] of [removed: January 14,] 2023 [removed: between IHS Markit Ltd.] [added: Performance Share Unit Award Terms] and [removed: Allium Buyer LLC](https://www.sec.gov/Archives/edgar/data/64040/000006404023000113/q12023xexhbit2xalliumxsecu.htm),] [added: Conditions](https://www.sec.gov/Archives/edgar/data/64040/000006404023000113/q12023xex102x2023psuawarda.htm),] incorporated by reference from the [removed: Registrant's] [added: Registrant’s] Form 10-Q filed on April 27, 2023. | | |

| [removed: (2.5)†] [added: (10.53)*] | | | [removed: [Acknowledgment and Amendment No. 2 to Securities and Asset Purchase Agreement] [added: [Side letter] dated [removed: as of May 2,] [added: July 25,] 2023 [removed: between IHS Markit Ltd.] [added: to letter agreement dated December 11, 2020 to Steve Kemps, Executive Vice President] and [removed: Allium Buyer LLC](https://www.sec.gov/Archives/edgar/data/64040/000006404023000159/q22023ex2xalliumxamendment.htm),] [added: Chief Legal Officer](https://www.sec.gov/Archives/edgar/data/64040/000006404023000159/q22023ex10xskempssidelette.htm),] incorporated by reference from the Registrant's Form 10-Q filed on July 27, 2023. | | |

| [removed: (4.26)] [added: (4.29)] | | | [Senior Notes Indenture, dated as of [removed: February 9,] [added: December 1,] 2017, among IHS Markit Ltd., the Guarantors (as defined therein) and Wells [removed: Fargo,] [added: Fargo Bank,] National Association, as trustee (including the form of [removed: 4.75%] [added: 4.00%] Senior Notes due [removed: 2025)](https://www.sec.gov/Archives/edgar/data/1598014/000095010317001258/dp72828_ex0401.htm),] [added: 2026)](https://www.sec.gov/Archives/edgar/data/1598014/000095010317011932/dp83618_ex0401.htm),] incorporated by reference to Exhibit 4.1 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on [removed: February 9,] [added: December 1,] 2017. | | |

| [removed: (4.27)] [added: (4.32)] | | | [removed: [Supplemental Indenture No. 1,] [added: [Second Supplemental Indenture,] dated as of July [removed: 13, 2017, among] [added: 23, 2018, to the Senior Indenture, dated as of July 23, 2018, between] IHS Markit [removed: Ltd., the Guarantors (as defined therein)] [added: Ltd.] and Wells Fargo Bank, National Association, as trustee (including the form of [removed: 4.75%] [added: 4.750%] Senior Notes due [removed: 2025)](https://www.sec.gov/Archives/edgar/data/1598014/000119312517227607/d247695dex41.htm),] [added: 2028)](https://www.sec.gov/Archives/edgar/data/1598014/000095010318008742/dp93607_ex0404.htm),] incorporated by reference to Exhibit [removed: 4.1] [added: 4.4] of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on July [removed: 13, 2017.] [added: 23, 2018.] | | |

| [removed: (4.28)] [added: (4.34)] | | | [removed: [Supplemental Indenture No. 2,] [added: [Fifth Supplemental Indenture,] dated as of December 1, 2021, to the Senior [removed: Notes] Indenture, dated as of [removed: February 9, 2017, among] [added: July 23, 2018, between] IHS Markit [removed: Ltd., the guarantors party thereto] [added: Ltd.] and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1598014/000095010321018979/dp162864_ex0402.htm),] [added: trustee](https://www.sec.gov/Archives/edgar/data/1598014/000095010321018979/dp162864_ex0404.htm),] incorporated by reference to Exhibit [removed: 4.2] [added: 4.4] of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on December 1, 2021. | | |

| [removed: (4.29)] [added: (4.31)] | | | [Senior [removed: Notes] Indenture, dated as of [removed: December 1, 2017, among] [added: July 23, 2018, between] IHS Markit [removed: Ltd., the Guarantors (as defined therein)] [added: Ltd.] and Wells Fargo Bank, National Association, as [removed: trustee (including the form of 4.00% Senior Notes due 2026)](https://www.sec.gov/Archives/edgar/data/1598014/000095010317011932/dp83618_ex0401.htm),] [added: trustee](https://www.sec.gov/Archives/edgar/data/1598014/000095010318008742/dp93607_ex0401.htm),] incorporated by reference to Exhibit 4.1 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on [removed: December 1, 207.] [added: July 23, 2018.] | | |

| [removed: (4.31)] [added: (4.35)] | | | [Registration Rights Agreement dated as of March 2, 2022, among the Company, Standard & Poor’s Financial Services LLC, and the initial purchasers therein](https://www.sec.gov/Archives/edgar/data/64040/000119312522063041/d311251dex410.htm), incorporated by reference from the Registrant's Form 8-K filed on March 2, 2022. | | |

| [removed: (4.32)] [added: (4.36)] | | | [Registration Rights Agreement dated as of March 18, 2022, among the Company, Standard & Poor’s Financial Services LLC, and the initial purchasers therein](https://www.sec.gov/Archives/edgar/data/64040/000119312522079547/d321190dex48.htm), incorporated by reference from the Registrant's Form 8-K filed on March 18, 2022. | | |

| [removed: (4.33)] [added: (4.37)] | | | [Registration Rights Agreement dated as of September 12, 2023, among the Company, Standard & Poor's Financial Services LLC, and the initial purchasers therein](https://www.sec.gov/Archives/edgar/data/64040/000119312523233470/d553716dex44.htm), incorporated by reference from the Registrant's Form 8-K filed on September 12, 2023. | | |

| [removed: (4.34)] [added: (4.39)] | | | [Description of the Registrant's Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934](https://www.sec.gov/Archives/edgar/data/64040/000006404020000055/spgi-ex416x20191231xq4.htm), incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2019. | | |

| [removed: (10.3)*] [added: (10.4)*] | | | [Form of [removed: 2022] [added: 2024] Performance Share Unit [added: Award] Terms and [removed: Conditions](https://www.sec.gov/Archives/edgar/data/64040/000006404022000143/spglobal2022performancesto.htm),] [added: Conditions](https://www.sec.gov/Archives/edgar/data/64040/000006404024000125/exhibit101toq1xformof2024p.htm),] incorporated by reference from the [removed: Registrant’s] [added: Registrant's] Form 10-Q filed on [removed: August 3, 2022.] [added: April 25, 2024.] | | |

| [removed: (10.4)*] [added: (10.7)*] | | | [Form of 2023 [removed: Performance Share] [added: Restricted Stock] Unit Award Terms and [removed: Conditions](https://www.sec.gov/Archives/edgar/data/64040/000006404023000113/q12023xex102x2023psuawarda.htm),] [added: Conditions](https://www.sec.gov/Archives/edgar/data/64040/000006404023000113/q12023xex101x2023rsuawarda.htm),] incorporated by reference from the [removed: Registrant’s] [added: Registrant's] Form 10-Q filed on April 27, 2023. | | |

| (10.5)* | | | [Form of 2024 Performance Share Unit Award Terms and [removed: Conditions](https://www.sec.gov/Archives/edgar/data/64040/000006404024000125/exhibit101toq1xformof2024p.htm),] [added: Conditions (Termination Acceleration)](https://www.sec.gov/Archives/edgar/data/64040/000006404024000125/exhibit102toq12024xformof2.htm),] incorporated by reference from the Registrant's Form 10-Q filed on April 25, 2024. | | |

| [removed: (10.6)*] [added: (10.9)*] | | | [Form of 2024 [removed: Performance Share] [added: Restricted Stock] Unit Award Terms and Conditions (Termination [removed: Acceleration)](https://www.sec.gov/Archives/edgar/data/64040/000006404024000125/exhibit102toq12024xformof2.htm),] [added: Acceleration)](https://www.sec.gov/Archives/edgar/data/64040/000006404024000125/exhibit104-formof2024restr.htm),] incorporated by reference from the Registrant's Form 10-Q filed on April 25, 2024. | | |

| [removed: (10.7)*] [added: (10.8)*] | | | [Form of [removed: 2022] [added: 2024] Restricted Stock Unit Award Terms and [removed: Conditions](https://www.sec.gov/Archives/edgar/data/64040/000006404022000143/spglobal2022restrictedstoc.htm),] [added: Conditions](https://www.sec.gov/Archives/edgar/data/64040/000006404024000125/exhibit103toq12024xformof2.htm),] incorporated by reference from the Registrant's Form 10-Q filed on [removed: August 3, 2022.] [added: April 25, 2024.] | | |

| [removed: (10.8)*] [added: (10.11)*] | | | [Form of [removed: 2023] [added: 2025] Restricted Stock Unit Award [removed: Terms and Conditions](https://www.sec.gov/Archives/edgar/data/64040/000006404023000113/q12023xex101x2023rsuawarda.htm),] [added: Agreement](https://www.sec.gov/Archives/edgar/data/64040/000006404025000126/exhibit104-formof2025restr.htm),] incorporated by reference from the Registrant's Form 10-Q filed on April [removed: 27, 2023.] [added: 29, 2025.] | | |

| [removed: (10.9)*] [added: (10.10)*] | | | [Form of 2024 Restricted Stock Unit Award [removed: Terms and Conditions](https://www.sec.gov/Archives/edgar/data/64040/000006404024000125/exhibit103toq12024xformof2.htm),] [added: Agreement (Cliff-Vesting)](https://www.sec.gov/Archives/edgar/data/64040/000006404025000126/exhibit102-formof2024rsuaw.htm),] incorporated by reference from the Registrant's Form 10-Q filed on April [removed: 25, 2024.] [added: 29, 2025.] | | |

| [removed: (10.10)*] [added: (10.22)*] | | | [removed: [Form of 2024 Restricted Stock Unit Award Terms] [added: [Registrant's Management Severance Plan, as amended] and [removed: Conditions (Termination Acceleration)](https://www.sec.gov/Archives/edgar/data/64040/000006404024000125/exhibit104-formof2024restr.htm),] [added: restated effective as of February 29, 2024](https://www.sec.gov/Archives/edgar/data/64040/000006404024000125/ex106toq12024xspgimanageme.htm),] incorporated by reference from the Registrant's Form 10-Q filed [removed: on] April 25, 2024. | | |