Added10-Q 2026-10-20 vs 10-K 2026-02-06
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities
MSCIMSCI
Our research-based data, analytics and indexes, supported by advanced technology, set standards for global investors and help our clients understand risks and opportunities, make better investment decisions and unlock innovation. 10-K, Item 1
- Employees
- 6,268
- Headquarters
- New York, NY
- CEO
- Henry A. Fernandez
- Next results
- around Jan 27, 2027
8 paragraphs in Risk Factors of the 10-K filed Feb 6, 2026 with nothing like them in the 10-K filed Feb 7, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 75 Financials companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
Our operations rely on the secure collection, retrieval, storage, transmission and other processing of confidential, sensitive, proprietary and other types of data and information that is managed internally and with third-party vendors and service providers. We
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divert resources. We could also be subject to suits by parties claiming breach of the terms of licenses, which could be costly for us to defend. Open source code may also contain security vulnerabilities or malicious code (including backdoors), which could impair our products or systems, reduce client confidence, harm our reputation and expose us to litigation or other liability. Any of these factors could materially adversely affect our business, financial condition or results of operations.
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Competitors and new market entrants may use AI to develop products that compete with our offerings at lower price points, with faster time-to-market or with additional or better capabilities, which could impair our ability to compete effectively and put pressure on our revenues and subscriptions. Additionally, AI-enabled tools may allow clients, including asset managers, asset owners, banks, hedge funds and others, to develop in-house capabilities to replace our products such as custom indexes, risk analytics, and sustainability and climate data. Large-scale data scraping and generative AI models trained on publicly available information could also diminish the perceived uniqueness and commercial value of our proprietary content. Further, third-party AI tools and model providers may change their model behavior, pricing or terms, which could adversely affect our offerings, increase our costs or disrupt our operations.
The models underlying our use of AI technologies may be incorrectly or inadequately designed or implemented. If the content, analyses, or recommendations produced by AI are, or are perceived to be, biased, inaccurate, misleading, of poor quality, unethical or otherwise deficient or flawed, any of which may not be easily detectable or may be exacerbated when AI systems operate with greater autonomy, our business may be adversely affected. AI technologies, including generative AI, can produce outputs that appear authoritative but contain factual errors, “hallucinations,” or unintended biases. If AI-generated content in our products contains such errors, we could face client losses, reputational damage and potential legal liability. Failure to maintain appropriate oversight, governance frameworks, testing, documentation and monitoring could exacerbate these risks.
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We have adopted principles and governance frameworks designed to support responsible use, data protection and risk management, but these may prove insufficient to prevent harmful outcomes or may not keep pace with the rapid evolution of AI capabilities and risks.
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•ESG Ratings. The EU has adopted a new regulation requiring market participants providing ESG ratings in the EU to become authorized and supervised by ESMA. The regulation becomes effective in July 2026 and imposes requirements relating to governance, conflicts of interest, transparency of methodologies and ongoing supervisory obligations. Certain of our Sustainability and Climate products are expected to be in scope. We may incur significant costs to achieve and maintain authorization, modify our operations or product offerings and comply with ongoing supervisory requirements.
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Because the financial services industry is highly regulated, we could become subject to other existing or new regulatory frameworks in the jurisdictions where we operate, which could increase our costs and risks, require changes to our products and services, or otherwise impact our business. Additionally, there has been increased attention on and scrutiny of index providers and
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revolving credit facility includes a springing minimum interest coverage ratio, tested only during any period in which we do not maintain specified investment grade credit ratings.
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New in the latest 10-Q
12 paragraphs in the 10-Q filed Oct 20, 2026 with nothing like them in the 10-Q filed Jul 21, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
On August 3, 2026, the Company completed the acquisition of First Street Technology, Inc. (“First Street”), a provider of physics-based physical climate risk data and analytics. The acquisition provides the Company with physics-based physical climate risk capabilities, enabling clients to assess and manage exposure to climate-related hazards. First Street's financial results are reported within the Sustainability and Climate operating segment from the acquisition date.
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In connection with the acquisition of First Street, the aggregate purchase price was $ 122.6 million, net of cash acquired. The total consideration includes the fair value of potential additional cash payments of up to $ 130.0 million, payable during the two years following closing, contingent upon the achievement of specified revenue thresholds. The preliminary purchase price allocation resulted in $ 52.0 million of intangible assets with a weighted-average useful life of 9.0 years, and $ 74.5 million of goodwill assigned to the Sustainability and Climate operating segment. The allocation is preliminary and subject to change as the Company finalizes its purchase accounting, and will be finalized within the measurement period, which will not exceed one year from the acquisition date.
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The Company completed its annual goodwill impairment test as of July 1, 2026 on its Index, Analytics, Sustainability and Climate, Real Assets and Private Capital Solutions reporting units, which are also the Company’s operating segments, and no impairments were recorded. The Company performed a test for impairment and determined that it was more likely than not that the fair value of each reporting unit was greater than its carrying value. See Note 11, “Segment Information,” for further descriptions of the operating segments.
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We recognize goodwill in business combination transactions when the purchase price exceeds the fair value of the acquired net tangible and separately identifiable intangible assets. We test goodwill for impairment annually on July 1 or when interim triggers arise at the reporting unit level. When testing goodwill for impairment, we first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test; however, on a periodic basis, we may elect to bypass the qualitative assessment and proceed directly to the quantitative test.
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As of July 1, 2026, we elected to bypass the optional qualitative assessment for the Private Capital Solutions (“PCS”) reporting unit. This decision was based on the relatively low excess of fair value over carrying value observed in the prior year’s analysis. Therefore, a quantitative goodwill impairment test was performed for the PCS reporting unit. For the Index, Analytics, Sustainability and Climate, and Real Assets reporting units, we performed a qualitative assessment. The quantitative test for impairment used an equal weighting of the income approach and the market approach to estimate the fair value of the PCS reporting unit.
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The income approach requires significant judgments in estimating future cash flows, including assumptions, amongst others, about revenue growth rates and EBITDA margins, and the selection of an appropriate discount rate, which reflects the reporting unit’s cost of capital. Forecasted future cash flows are estimated based on a combination of historical experience and assumptions regarding future growth and profitability of each reporting unit. Discount rates are selected for each reporting unit being valued based on each reporting unit’s estimated weighted-average cost of capital. The weighted-average cost of capital is estimated based on both the capital structure that we believe a market participant would utilize as well as the discount rates of guideline public companies that have similar characteristics to each reporting unit being valued, adjusted for the risk inherent in each reporting unit. Terminal growth rates are selected based on growth rates used during the reporting unit’s forecast period in combination with economic conditions.
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The market approach utilizes valuation multiples of revenue and cash flows derived from guideline public companies that have similar characteristics to each reporting unit being valued. Selecting appropriate guideline companies, valuation multiples and other key assumptions such as revenue growth rates and discount rates requires significant management judgment, and changes to these estimates could materially impact the fair value determination of each reporting unit. We perform sensitivity analyses around key assumptions in order to assess the reasonableness of the assumptions and the impact on the estimated fair value.
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Impairment occurs when the estimated fair value of the reporting unit is below the carrying value. As of July 1, 2026, our quantitative test for goodwill impairment indicated that the PCS reporting unit’s fair value exceeded its carrying value. For all other reporting units, the qualitative assessment indicated it was not more likely than not that the fair value of any of these reporting units was less than its carrying amount. Additionally, no triggering events occurred between July 1, 2026 and September 30, 2026 that would require an interim impairment assessment. Therefore, no goodwill impairment was recorded for the nine months ended September 30, 2026.
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At September 30, 2026, the carrying value of goodwill of the PCS reporting unit was $629.4 million. As of July 1, 2026, the fair value of the PCS reporting unit exceeded its carrying value by approximately 21%. If we experience a prolonged downturn in the business environment or financial markets, weaker-than-expected performance of one of our businesses or a sustained decline in our common stock price, our goodwill could be impaired in the future, which may be material to our results of operations and financial position.
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For the PCS reporting unit, a hypothetical decrease in revenue growth rates by 100 basis points or a hypothetical 100 basis point increase in the weighted average cost of capital would not result in an impairment. See Note 6, “Goodwill and Intangible Assets, Net” of the Notes to the Condensed Consolidated Financial Statements included herein for additional information on goodwill.
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Market risk
Our Senior Notes bear interest at fixed rates, and therefore changes in market interest rates do not affect the interest expense on the Senior Notes. Borrowings under the Revolving Credit Facility bear interest at a variable rate based on either the Base Rate or SOFR, plus an applicable margin.
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As of September 30, 2026, we had $810.0 million of floating rate debt outstanding. A hypothetical 50 basis point increase or decrease in the rate would change our annual interest expense by approximately $4.1 million.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 20, 2026 against Item 1A of the 10-K filed Feb 6, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
Read in the 10-Q ↗
For a discussion of the risk factors affecting the Company, see “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
What the 10-Q itself says about its risk factors:
Read in the 10-Q ↗
There have been no material changes to the risk factors and uncertainties known to the Company and disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 2025, that, if they were to materialize or occur, would, individually or in the aggregate, have a material effect on MSCI’s business, operating results, financial condition or cash flows.
Added10-Q 2026-10-20 vs 10-K 2026-02-06
There were no unregistered sales of equity securities during the three months ended September 30, 2026.
Added10-Q 2026-10-20 vs 10-K 2026-02-06
The table below presents information with respect to purchases made by or on behalf of the Company of its shares of common stock during the three months ended September 30, 2026.
Added10-Q 2026-10-20 vs 10-K 2026-02-06
Period Total Number of Average Price Total Number of Approximate Shares Purchased1 Paid Per Share2 Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs Shares Purchased (in millions)3
Added10-Q 2026-10-20 vs 10-K 2026-02-06
1 Includes, when applicable, (i) shares purchased by the Company on the open market under the stock repurchase program; (ii) shares withheld to satisfy tax withholding obligations on behalf of employees that occur upon vesting and delivery of outstanding shares underlying restricted stock units; and (iii) shares held in treasury under the MSCI Inc. Non-Employee Directors Deferral Plan. The value of shares withheld to satisfy tax withholding obligations was determined using the fair market value of the Company’s common stock on the date of withholding, using a valuation methodology established by the Company.
Added10-Q 2026-10-20 vs 10-K 2026-02-06
3 See Note 9, “Shareholders’ Equity (Deficit),” of the Notes to the Unaudited Condensed Consolidated Financial Statements included herein for further information regarding our stock repurchase program.
Work on MSCI in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
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