MCOMoody's Corporation

COMPENSATION OF DIRECTORS

“As a result of this review, the Compensation & Human Resources Committee approved changes to the non-employee director compensation program as follows:”

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COMPENSATION OF DIRECTORS

“A $5,000 increase to the cash retainer for Board service, bringing the total retainer to $120,000;”

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COMPENSATION OF DIRECTORS

“A $5,000 increase to the additional cash retainer for chairing a Board committee, bringing the total additional cash retainer to $30,000;”

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COMPENSATION OF DIRECTORS

“A $10,000 increase to the additional cash retainer for chairing the Board, bringing the total additional cash retainer to $65,000; and • A $15,000 increase to the annual equity award to Board members bringing the total to $210,000, and a $15,000 increase to the additional annual equity award to the Chairman of the Board, bringing his total additional equity award to $85,000.”

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

“The Audit Committee is charged with monitoring and reviewing issues involving potential conflicts of interest and reviewing and approving related person transactions. The Audit Committee has adopted written Related Person Transaction Policies and Procedures (the “Policy”), which requires the Audit Committee to review and approve transactions in which (i) the aggregate amount involved is or is expected to exceed $120,000, (ii) the Company or any of its subsidiaries is a participant, and (iii) any related person has a direct or indirect interest. Under the Policy, related persons include (i) any person who is or was during the last fiscal year a director, executive officer, or any nominee for director, (ii) any person owning 5% or more of the Company’s Common Stock, and (iii) any immediate family members of such persons. Under the Policy, the Audit Committee has pre-approved several categories of transactions with related persons. For transactions that are not pre-approved under the Policy, in reviewing and determining whether to approve related person transactions, the Audit Committee takes into account whether the transaction is available to an unaffiliated third party under the same or similar circumstances, the extent of the related person’s interest in the transaction, and other factors as the Audit Committee deems appropriate. The Audit Committee will not approve any related person transaction if it determines it to be inconsistent with the interests of the Company and its stockholders. No director may participate in any discussion or approval of a transaction for which he or she or a member of his or her immediate family is a related person.”

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

“In addition, under the Company’s Code of Business Conduct and Code of Ethics, special rules apply to executive officers and directors who engage in conduct that creates an actual, apparent or potential conflict of interest. Before engaging in such conduct, such executive officers and directors must make full disclosure of all the facts and circumstances to the Company’s General Counsel and the Audit Committee Chairman and obtain the prior written approval of the Audit Committee. All conduct is reviewed in a manner so as to (i) maintain the Company’s credibility in the market, (ii) maintain the independence of the Company’s employees and (iii) see that all business decisions are made solely on the basis of the best interests of the Company and not for personal benefit.”

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COMPENSATION OF DIRECTORS

“Our director compensation program is designed to compensate our non-employee directors fairly for work required for a company of our size and scope and to align their interests with the long-term interests of our stockholders. The Compensation & Human Resources Committee annually reviews the form and amount of the compensation of directors for service on the Board and its committees and recommends any changes to the Board. As part of its review for 2025, the Compensation & Human Resources Committee reviewed and considered data provided by Meridian regarding the form and amount of compensation paid to non-employee directors at the companies in Moody’s executive compensation peer group (as disclosed beginning on page 42 of this Proxy Statement). The comparative analysis included each element of the director pay program: the annual cash retainer, board and committee fees, and equity awards. Moody’s does not provide per-meeting fees or any non-chair committee member fees.”

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COMPENSATION OF DIRECTORS

“As a result of this review, the Compensation & Human Resources Committee approved a $10,000 increase to the annual equity award to the Board members bringing the total to $220,000, except for the Chairman of the Board who continues to receive an additional equity award of $85,000, bringing his total equity award value to $305,000. In all other respects, the review showed that Moody’s director compensation generally is competitively positioned relative to the median of its peer group. In addition, like many of its peers, Moody’s directors are subject to stock holdings requirements (a multiple of the cash retainer), which are described below under "Stock Ownership Guidelines For Non-Employee Directors".”

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COMPENSATION OF DIRECTORS

“The following table sets forth, for the fiscal year ended December 31, 2025, the total compensation of the non-employee members of the Board. Mr. Fauber did not receive any additional compensation for serving as a Moody’s director in 2025. His compensation for services as Moody’s President and Chief Executive Officer during the year is reflected in the Summary Compensation Table on page 58 of this Proxy Statement.”

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COMPENSATION OF DIRECTORS

“(1) The Company’s non-employee directors received an annual cash retainer of $120,000, payable in quarterly installments in 2025. The Chairmen of each of the Audit Committee, the Governance & Nominating Committee and the Compensation & Human Resources Committee received an additional annual cash fee of $30,000, also payable in quarterly installments and, for Ms Esperdy and Mr. Howell, prorated for their partial year of service as the Chairmen of the Compensation & Human Resources Committee. The Chairman of the Board received an additional annual cash fee of $65,000, payable in quarterly installments. There were no separate meeting fees paid in 2025. Fees paid to Ms Hill and Messrs. Howell and Dhawan were pro-rated for their partial year of service.”

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COMPENSATION OF DIRECTORS

“A non-employee director may elect to defer receipt of all or a portion of his or her annual cash retainer until after termination of service on the Board. Deferred amounts are credited to a bookkeeping account and receive the rate of return earned by one or more investment options available under the Moody's Corporation Profit Participation Plan (the "Profit Participation Plan") as selected by the director. Unless otherwise elected by the director at the time of deferral, upon a change in control of the Company, a lump-sum payment will be made to each director of the amount credited to the director’s deferred account on the date of the change in control.”

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COMPENSATION OF DIRECTORS

“(2) On February 21, 2025, all then non-employee directors, other than the Chairman of the Board, received a grant of approximately $220,000 worth of RSUs issued under the 1998 Moody’s Corporation Non-Employee Directors’ Stock Incentive Plan (the “1998 Directors Plan”) which was equal to 435 RSUs that vested in full one year following the grant date. Also on February 21, 2025, Mr. Forlenza received a grant of approximately $305,000 worth of RSUs issued under the 1998 Directors Plan that was equal to 604 RSUs and vested in full one year following the grant date. The Compensation & Human Resources Committee recommended these RSU grants on December 17, 2024, the Board approved them on December 17, 2024, and the grants were effective on February 21, 2025, the fifth trading day following the date of the public dissemination of the Company’s financial results for 2024. On July 30, 2025, shortly following his July 16, 2025 appointment, Mr. Dhawan received a grant of approximately $220,000 worth of RSUs issued under the 1998 Directors Plan that was equal to 427 RSUs and that vests in full one year following the grant date. In each case, the number of RSUs was determined based on the award value computed in accordance with applicable accounting guidance and SEC disclosure rules for equity-based awards. For additional information on how Moody’s accounts for equity-based compensation, see Note 14 to the financial statements as contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 18, 2026. A non-employee director may elect to defer settlement of the annual equity grant until after termination of service on the Board in a lump sum or five-to-ten year installments. Upon a change in control of the Company all unvested RSUs will vest and the shares underlying the RSUs will be issued in a lump sum distribution. Director RSUs accrue cash dividend equivalents that are paid if and when the underlying RSUs settle.”

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COMPENSATION OF DIRECTORS

“None of the individuals who served as a non-employee director of the Company during 2025 held any outstanding stock options as of December 31, 2025. The aggregate number of unvested stock awards outstanding, including the right to receive any accrued dividend equivalents on such awards, as of December 31, 2025 for each individual who served as a non-employee director of the Company during 2025 was as follows:”

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