10-K 0001408198-26-000011 (2026-02-06) vs 10-K 0001408198-25-000053 (2025-02-07)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 15,025 |
17.7% |
| MD&A | Item 7 | 9,633 |
28.9% |
| Legal Proceedings | Item 3 | 134 |
not compared |
| Accounting Policies | Item 8, Note 1 – INTRODUCTION AND BASIS OF PRESENTATION | 3,692 |
11.5% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 248 words changed in this paragraph; it is 54% similar to last year's version.
Despite internal testing and in some cases testing or use by clients, our products or services have contained, and in the future may contain, errors in our our, third-party or third-party client-provided data, calculations, methodologies or analysis, including serious defects or malfunctions. This risk may grow with the increase in the number, type and complexity of our products, such as complex client-designed custom indexes that may require unique and more manual implementation and maintenance. For instance, certain of our processes utilize manual data entry or collection, which increases the risk of human error. In addition, as our business has grown and evolved over time, we have incurred technical debt resulting from, among other things, legacy code and system architectures, deferred maintenance and upgrades, short-term workarounds, unremediated issues, rapid product development, acquisitions, and the integration of new technologies into existing platforms. Such technical debt can exacerbate these risks by increasing the potential for system outages, performance degradation, defects, cybersecurity vulnerabilities, and testing and remediation limitations. If we detect any errors before we release or deliver a product or service or publish a methodology or analysis, we might have to suspend or delay the product or service release or delivery for an extended period of time while we address the problem. We may not discover errors that affect our products or services or enhancements until after they are deployed, and we may need to provide enhancements or corrections to address such errors, and in certain cases it may be impracticable to do so. If undetected errors exist in our products or services, or if our products or services fail to perform properly due to defects, malfunctions or similar problems, it could result in harm to our brand or reputation, increased costs, lost sales and revenues, delays in commercial release, third-party claims, contractual disputes, negative publicity, delays in or loss of market acceptance of our products or services, license terminations or renegotiations or unexpected expenses and diversion of resources to remedy or mitigate such errors, defects or malfunctions. In addition, defects or flawed outputs in regulated products, including indexes and ESG ratings, may prompt regulatory inquiries, supervisory actions or enforcement proceedings that could require changes to products or controls and impose significant fines or other remediation costs. The realization of any of these events could materially adversely affect our business, financial condition or results of operations.
Source: Item 1A, 10-K 0001408198-26-000011 vs Item 1A, 10-K 0001408198-25-000053
MD&A 226 words changed in this paragraph; it is 35% similar to last year's version.
“Run Rate” estimates at a particular point in time the annualized value of the recurring revenues under our client license agreements (“Client Contracts”) for the next 12 months, assuming all Client Contracts that come up for renewal, or reach the end of the committed subscription period, are renewed and assuming then-current currency exchange rates, subject to the adjustments and exclusions described below. For any Client Contract where fees are linked to an investment product’s assets or trading volume/fees, the Run Rate calculation reflects, for ETFs, the market value on the last trading day of the period, for futures and options, the most recent quarterly volumes and/or reported exchange fees, and for other non-ETF products, the most recent client-reported assets. Run Rate does not include fees associated with “one-time” and other non-recurring transactions. In addition, we add to Run Rate the annualized fee value of recurring new sales, whether to existing or new clients, when we execute Client Contracts, even though the license start date, and associated revenue recognition, may not be effective until a later date. We remove from Run Rate the annualized fee value associated with products or services under any Client Contract Contracts when (i) we (i) have received a notice of termination, reduction in fees, non-renewal or an other clear indication that the client does not intend to continue their its subscription during the period at then current fees; and (ii) have management has determined that such notice evidences or indication reflects the client’s final decision to terminate or terminate, not renew or renew at a lower fee the applicable products or services, even though if such termination or non-renewal may is not be yet effective until (each such event, a later date. “Subscription Cancellation”).
Source: Item 7, 10-K 0001408198-26-000011 vs Item 7, 10-K 0001408198-25-000053
Accounting Policies 91 words changed in this paragraph; it is 40% similar to last year's version.
MSCI Inc., together with its wholly owned subsidiaries (the “Company” or “MSCI”) is a leading provider of critical decision support tools Our research-based data, analytics and solutions indexes, supported by advanced technology, set standards for the global investment community. Our mission-critical offerings investors and help investors navigate the complexities of a dynamic and evolving investment landscape. Leveraging our deep knowledge of the global investment process and our expertise in research, data and technology, we enable our clients to understand risks and analyze key drivers of risk opportunities, make better investment decisions and return and build portfolios more effectively. unlock innovation. Our products and services include indexes; portfolio construction and risk management tools; sustainability and climate solutions; and private asset data and analytics.
Source: Item 8, Note 1 – INTRODUCTION AND BASIS OF PRESENTATION, 10-K 0001408198-26-000011 vs Item 8, Note 1 – INTRODUCTION AND BASIS OF PRESENTATION, 10-K 0001408198-25-000053
Every change, by type
Sentences and paragraphs of MSCI's Risk Factors and MD&A, 10-K 2026-02-06 against 10-K 2025-02-07.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
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
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedRisk Factors
•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.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedRisk Factors
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
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-02-06 at sec.gov ↗
RemovedRisk Factors
•Undetected errors, defects, malfunctions or similar problems leading to increased costs or liability;
Read it in 10-K 2025-02-07 at sec.gov ↗
RemovedRisk Factors
•Our need to successfully develop new and enhanced products and services in order to remain competitive;
Read it in 10-K 2025-02-07 at sec.gov ↗
RemovedRisk Factors
not have invested in technology and resilience to the same extent as we have, and integration of their systems could introduce vulnerabilities that impact us.
Read it in 10-K 2025-02-07 at sec.gov ↗
RemovedRisk Factors
unexpected or higher than estimated costs. We may also incur additional costs as we enhance and refine our internal processes and IT controls, policies, and procedures.
Read it in 10-K 2025-02-07 at sec.gov ↗
RemovedRisk Factors
•Investment Advisers Act. Except for certain products provided by MSCI ESG Research LLC and certain of its designated foreign affiliates, we believe our products and services do not constitute or provide investment advice as contemplated by the Advisers Act. See Part I, Item 1. “Business—Regulation” above. The Advisers Act imposes fiduciary duties, recordkeeping and reporting requirements, disclosure requirements, limitations on agency and principal transactions between an adviser and advisory clients, as well as general anti-fraud prohibitions. Changes in legal or regulatory requirements or changes to our product lines could require additional entities in our corporate family to register as investment advisers or comply with similar requirements in other jurisdictions.
Read it in 10-K 2025-02-07 at sec.gov ↗
RemovedRisk Factors
the extent that our clients are subject to increased regulation, we may be indirectly impacted, leading to higher costs that could reduce the profitability of certain products.
Read it in 10-K 2025-02-07 at sec.gov ↗
RemovedRisk Factors
remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease.
Read it in 10-K 2025-02-07 at sec.gov ↗
RemovedRisk Factors
In addition, our debt covenants contain certain obligations that are triggered by a change in our credit rating, including obligations to make repurchase offers to the noteholders of our senior unsecured notes (the “Senior Notes”) if we experience one of the specified kinds of changes in control and related lowering of our credit ratings, as detailed in the indentures governing our Senior Notes.
Read it in 10-K 2025-02-07 at sec.gov ↗
RewordedRisk Factors
Factors that have affected or could affect our credibility include: real or perceived conflicts of interest; the adequacy, completeness and editorial independence of our index composition and ESG rating ratings and controversy assessment processes and decisions; allegations of perceived bias or lack of independence; the inappropriate influence, attempted influence or appearance of influence of third parties, including governments, politicians, political NGOs and other advocacy groups groups, and clients (including large investors asset managers or asset owners, owners), on our editorial decisions; the performance impact on companies of companies relative to their our indexes, ESG ratings, index inclusion, ratings and controversies, risk characteristics models or other MSCI content or analytics; the timing and nature of changes to our methodologies or products, including indexes or and ESG ratings and assessments; controversies; disagreement with our methodologies or models, including for calculating indexes, value-at-risk and other risk measures, climate metrics, and ESG ratings and assessments, data, information and analysis; and controversies; the accuracy and completeness of our client data or third-party data, including data voluntarily disclosed by the investment community, corporate issuers and others that is utilized in our products. products; and controversies, investigations, media attention, or regulatory or other governmental actions affecting our industry, competitors, clients, strategic partners, vendors or other relevant industry participants.
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedRisk Factors
Our global presence and operations and our ability to deliver our products and services to our clients also expose us to political, economic, legal, regulatory, operational, reputational, franchise and other risks resulting from operating and selling in many countries, including risks of possible capital controls, exchange controls, customs duties, sanctions compliance, tax penalties, levies or assessments, legal uncertainty, broad regulatory discretion and other restrictive governmental actions, as well as the outbreak of hostilities or political and governmental instability. countries.
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedRisk Factors
Unfavorable While we believe that we have adequate legal authority and means to protect our index data and intellectual property, such unfavorable rulings or the inability to distinguish unfavorable judicial precedent that a license is not required to issue investment products linked to indexes based on our index data or our related intellectual property rights could have a material adverse effect on our business, financial condition or results of operations.
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedRisk Factors
In some cases, our sustainability and climate offerings, such as our country and company ESG ratings, our controversies assessments or our Net-Zero Tracker, offerings may insert MSCI into a public spotlight or a public debate regarding the environment, climate change, investment trends and practices; environmental, social concerns, or political issues, geo-political matters, governance practices issues; geopolitical matters; or corporate responsibility. governance matters.
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedRisk Factors
Any failures, disruptions, instability or vulnerabilities in our information technology architecture, platforms, vendors and service providers, production and delivery systems, software, code, networks, the internet or other systems may disrupt our operations, cause our products or services to be unavailable or fail and impose delays or additional costs, or impose conditions or restrictions on our products or services and have a material adverse effect on our business, financial condition or results of operations.
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedRisk Factors
Factors such as increases in the availability of free or relatively inexpensive information through internet sources and through the use of AI or other low-cost delivery systems, advances in cloud computing, increased use of open source code, the ability of machine learning and other AI to process and organize large data sets, as well as client development of proprietary applications, have further reduced barriers to entry in some cases. cases and our competitors may use these tools to deliver solutions at lower prices, or these tools may be used in a way that significantly increases access to publicly available information.
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedRisk Factors
The process of enhancing existing, and developing and enhancing our new, products and services and expanding our offerings to new client types is complex and may become increasingly complex and expensive in the future, including due to the introduction of new technology, the technology and AI, competition for talent, workforce costs of our workforce and the expectations of our clients. evolving client expectations.
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedRisk Factors
Our past and future acquisitions, strategic partnerships and investments may subject us to unanticipated risks or liabilities, including the potential to disrupt our operations, or increase our reliance on third parties, which may result in future disruptions if those partnerships are unsuccessful or discontinued or the content or level of support provided by strategic partners is diminished.
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedRisk Factors
While we will continue to use SOFR, Any borrowings under the Revolving Credit Facility under our Credit Agreement are primarily based on the Secured Overnight Financing Rate (“SOFR”), and certain factors may impact SOFR, including factors causing SOFR to cease to exist, new methods of calculating SOFR to be established, or the use of alternative reference rates.
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedRisk Factors
To remain competitive, we must continually introduce new products and services; enhance existing products and services delivered through our own systems and through third-party platforms; collect, organize, analyze and protect large amounts of information to generate insights; and effectively generate client demand for new and enhanced products and services.
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedRisk Factors
We may not discover errors that affect our products or services or enhancements until after they are deployed, and we may need to provide enhancements or corrections to address such errors, and in certain cases it may be impracticable to do so.
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedRisk Factors
In For instance, in the U.S., United States, the SEC has previously sought public comment on the role of certain third-party information providers to the asset management industry, including index providers and model providers, and whether information providers they are acting as investment advisers under the Investment Advisers Act.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedMD&A
Our principal business model is generally to license annual, recurring subscriptions for the majority of our products and services for a fee due in advance of the service period. A portion of our fees comes from clients who use our indexes as the basis for index-linked investment products. Such fees are primarily based on a client’s assets under management (“AUM”), trading volumes and fee levels.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedMD&A
In the first quarter of 2025, we renamed our “ESG and Climate” operating and reportable segment to “Sustainability and Climate” to reflect the breadth of our product offerings. There were no changes to the composition of our reportable segments or information reviewed by the chief operating decision maker and no impact on our historical segment operating results.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedMD&A
The effective tax rate for the years ended December 31, 2025 and 2024 was 19.5% and 18.2%, respectively. The increase in the effective tax rate in 2025 was driven by $38 million of expense recognized in connection with a multi-phase internal legal entity restructuring that commenced in the period and was completed subsequent to year end.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedMD&A
A substantial portion of MSCI’s operating revenues is derived from recurring subscriptions or licenses for products and services that are ongoing in nature and provided over contractually agreed periods, which are subject to renewal or cancellation upon the expiration of the then-current term. In addition, we generate non-recurring revenues from one-time sales and other transactions or services that are discrete in nature or that have a defined life. The operating metrics defined below help management assess the stability and growth of this recurring-revenue base and track non-recurring revenues. There have been no changes to the methodologies used to compute these metrics compared with prior years.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedMD&A
Run Rate estimates, at a specific point in time, the annualized value of the recurring portion of executed client contracts (“Client Contracts”) expected to generate revenues over the next 12 months, assuming that all such Client Contracts are renewed and using fixed foreign exchange rates. Run Rate includes new Client Contracts upon execution, even if the license start date and related revenue recognition occur later.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedMD&A
For Client Contracts where fees are linked to an investment product’s assets or trading volume or fees (referred to as “Asset-based Fees”), the Run Rate calculation is based on:
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedMD&A
•For exchange-traded funds (“ETFs”): assets under management as of the last trading day of the period;
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedMD&A
•For non-ETF products: the most recent client-reported assets under management; and
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedMD&A
•For listed futures and options contracts: the most recent quarterly volumes and/or reported exchange fees.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedMD&A
Run Rate excludes fees associated with one-time or other non-recurring transactions.
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedMD&A
We remove from Run Rate the annualized fee value associated with products or services under any Client Contracts when (i) we have received a notice of termination, reduction in fees, non-renewal or other clear indication that the client does not intend to continue its subscription at then current fees; and (ii) management has determined that such notice or indication reflects the client’s final decision to terminate, not renew or renew at a lower fee the applicable products or services, even if such termination or non-renewal is not yet effective (each such event, a “Subscription Cancellation”).
Read it in 10-K 2026-02-06 at sec.gov ↗
AddedMD&A
In general, when a client reduces the fees paid to MSCI associated with a reduction in the number of products or services to which it subscribes within a segment, or a switch between products or services within a segment, unless the client switches to a product or service that management considers a replacement, such reduction or switch is treated as a Subscription Cancellation, including for purposes of calculating MSCI’s Retention Rate (as detailed below). In the cases where the client switches products or services to a replacement service, only the net decrease, if any, is reported as a cancellation.
Read it in 10-K 2026-02-06 at sec.gov ↗
RemovedMD&A
With respect to our acquisition of Burgiss on October 2, 2023, the valuation of intangible assets, as part of the acquisition method of accounting, was subjective and based, in part, on inputs that were unobservable. The significant assumptions used to estimate the fair value of the acquired intangible assets included forecasted cash flows, which were determined based on certain assumptions that included, among others, projected future revenues, and expected market royalty rates, technology obsolescence rates and discount rates. These estimates are inherently uncertain and unpredictable, and if different estimates were used, the purchase price for the acquisition could be allocated to the acquired assets and assumed liabilities of Burgiss differently from the allocation that we have made.
Read it in 10-K 2025-02-07 at sec.gov ↗
RemovedMD&A
On October 2, 2023, the Company acquired the remaining 66.4% interest in Burgiss for $696.8 million in cash. The Company’s existing 33.6% interest had a fair value at acquisition date of $353.2 million which resulted in a non-taxable gain of $143.0 million for the twelve months ending December 31, 2023.
Read it in 10-K 2025-02-07 at sec.gov ↗
RemovedMD&A
Prior to the acquisition, the Company’s ownership interest in Burgiss was classified as an equity-method investment. Therefore, All Other – Private Assets did not include the Company’s proportionate share of operating revenues and Adjusted EBITDA related to Burgiss. The Company’s proportionate share of the income or loss from its equity-method investment in Burgiss was reported as a component of other (expense) income, net.
Read it in 10-K 2025-02-07 at sec.gov ↗
RemovedMD&A
Following the acquisition, the consolidated results of Burgiss are included in the Company’s Private Capital Solutions operating segment (formerly known as Burgiss), which is combined and presented as part of All Other – Private Assets. See Note 5, “Acquisitions,” and Note 13, “Segment Information” of the Notes to the Consolidated Financial Statements included herein for additional information on the acquisition of Burgiss.
Read it in 10-K 2025-02-07 at sec.gov ↗
RemovedMD&A
On November 1, 2023 MSCI completed the acquisition of Trove Research Ltd (“Trove”), a carbon markets intelligence provider for approximately $37.9 million in cash. Trove is a part of the ESG and Climate operating segment.
Read it in 10-K 2025-02-07 at sec.gov ↗
RemovedMD&A
On January 2, 2024, MSCI completed the acquisition of Fabric RQ, Inc. (“Fabric”), a wealth technology platform specializing in portfolio design, customization and analytics for wealth managers and advisors, for approximately $8.0 million in cash and contingent consideration that had an acquisition date fair value of $8.1 million that is payable based on future sales of Fabric’s products. Fabric is a part of the Analytics operating segment.
Read it in 10-K 2025-02-07 at sec.gov ↗
RemovedMD&A
On April 16, 2024, MSCI completed the acquisition of Foxberry Ltd. (“Foxberry”), a front-office index technology platform for approximately $23.5 million in cash and contingent consideration that had an acquisition date fair value of $19.1 million that is payable based upon the achievement of metrics related to the operation of the platform. Foxberry is a part of the Index operating segment. We collectively refer to the acquisitions of Burgiss, Trove, Fabric and Foxberry as the “recent acquisitions”.
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RemovedMD&A
Years Ended (in thousands) December 31, December 31, Increase/(Decrease) 2024 2023 Interest income $ (21,277) $ (34,479) (38.3 Interest expense 185,500 186,679 (0.6 Gain on remeasurement of equity method investment — (143,029) n/m Other expense (income) 8,127 6,377 27.4 Total other expense (income), net $ 172,350 $ 15,548 n/m n/m: percentage change is not meaningful
Read it in 10-K 2025-02-07 at sec.gov ↗
RemovedMD&A
The effective tax rate of 18.2% for the year ended December 31, 2024 reflects the impact of certain favorable discrete items totaling $21.4 million, which relates to $15.7 million of excess tax benefits recognized on share-based compensation vested during the period and $5.7 million related to miscellaneous prior year adjustments.
Read it in 10-K 2025-02-07 at sec.gov ↗
RemovedMD&A
The effective tax rate of 16.1% for the year ended December 31, 2023 reflects a benefit of $21.5 million from the non-taxable gain on Burgiss, partially offset by the remeasurement of the deferred tax liability on the Company’s previous equity method investment in Burgiss. In addition, the effective tax rate reflects the impact of certain favorable discrete items totaling $29.5 million, consisting of the recognition of $13.9 million of tax basis on intangible assets established under a foreign law change, $11.4 million of excess tax benefits recognized on share-based compensation vested during the period and $4.2 million related to miscellaneous prior year adjustments.
Read it in 10-K 2025-02-07 at sec.gov ↗
RemovedMD&A
“Run Rate” estimates at a particular point in time the annualized value of the recurring revenues under our client license agreements (“Client Contracts”) for the next 12 months, assuming all Client Contracts that come up for renewal, or reach the end of the committed subscription period, are renewed and assuming then-current currency exchange rates, subject to the adjustments and exclusions described below. For any Client Contract where fees are linked to an investment product’s assets or trading volume/fees, the Run Rate calculation reflects, for ETFs, the market value on the last trading day of the period, for futures and options, the most recent quarterly volumes and/or reported exchange fees, and for other non-ETF products, the most recent client-reported assets. Run Rate does not include fees associated with “one-time” and other non-recurring transactions. In addition, we add to Run Rate the annualized fee value of recurring new sales, whether to existing or new clients, when we execute Client Contracts, even though the license start date, and associated revenue recognition, may not be effective until a later date. We remove from Run Rate the annualized fee value associated with products or services under any Client Contract when we (i) have received a notice of termination, non-renewal or an indication the client does not intend to continue their subscription during the period and (ii) have determined that such notice evidences the client’s final decision to terminate or not renew the applicable products or services, even though such termination or non-renewal may not be effective until a later date.
Read it in 10-K 2025-02-07 at sec.gov ↗
RemovedMD&A
Changes in our recurring revenues typically lag changes in Run Rate. The actual amount of recurring revenues we will realize over the following 12 months will differ from Run Rate for numerous reasons, including:
Read it in 10-K 2025-02-07 at sec.gov ↗
RewordedMD&A
Years Ended (in thousands) December 31, December 31, Increase/(Decrease) 2025 2024 2023 Index New recurring subscription sales $126,698 $118,191 $116,016 1.9 7.2 Subscription cancellations (38,279) (45,730) (32,298) 41.6 (16.3 Net new recurring subscription sales $88,419 $72,461 $83,718 (13.4 22.0 Non-recurring sales $66,022 $62,840 $87,775 (28.4 5.1 Total gross sales $192,720 $181,031 $203,791 (11.2 6.5 Total Index net sales $154,441 $135,301 $171,493 (21.1 14.1 Analytics New recurring subscription sales $88,651 $82,419 $79,035 4.3 7.6 Subscription cancellations (39,787) (39,106) (34,675) 12.8 1.7 Net new recurring subscription sales $48,864 $43,313 $44,360 (2.4 12.8 Non-recurring sales $16,619 $16,368 $14,379 13.8 1.5 Total gross sales $105,270 $98,787 $93,414 5.8 6.6 Total Analytics net sales $65,483 $59,681 $58,739 1.6 ESG 9.7 Sustainability and Climate New recurring subscription sales $40,186 $55,397 $55,092 0.6 (27.5 Subscription cancellations (23,301) (22,989) (10,923) 110.5 1.4 Net new recurring subscription sales $16,885 $32,408 $44,169 (26.6 (47.9 Non-recurring sales $5,016 $9,015 $5,625 60.3 (44.4 Total gross sales $45,202 $64,412 $60,717 6.1 (29.8 Total ESG Sustainability and Climate net sales $21,901 $41,423 $49,794 (16.8 (47.1 All Other - – Private Assets New recurring subscription sales $42,772 $40,758 $26,175 55.7 4.9 Subscription cancellations (23,141) (23,685) (15,337) 54.4 (2.3 Net new recurring subscription sales $19,631 $17,073 $10,838 57.5 15.0 Non-recurring sales $4,304 $3,878 $2,151 80.3 11.0 Total gross sales $47,076 $44,636 $28,326 57.6 5.5 Total All Other - – Private Assets net sales $23,935 $20,951 $12,989 61.3 14.2 Consolidated New recurring subscription sales $298,307 $296,765 $276,318 7.4 0.5 Subscription cancellations (124,508) (131,510) (93,233) 41.1 (5.3 Net new recurring subscription sales $173,799 $165,255 $183,085 (9.7 5.2 Non-recurring sales $91,961 $92,101 $109,930 (16.2 (0.2 Total gross sales $390,268 $388,866 $386,248 0.7 0.4 Total net sales $265,760 $257,356 $293,015 (12.2 3.3
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedMD&A
Years Ended (in thousands) December 31, December 31, Increase/(Decrease) 2025 2024 2023 Net income $ 1,202,305 $ 1,109,128 $ 1,148,592 (3.4 8.4 Provision for income taxes 291,951 247,040 220,469 12.1 18.2 Other expense (income), net 219,311 172,350 15,548 n/m 27.2 Operating income 1,713,567 1,528,518 1,384,609 10.4 12.1 Amortization of intangible assets 169,480 164,037 114,429 43.4 3.3 Depreciation and amortization of property, equipment and leasehold improvements 23,405 16,978 21,009 (19.2 Impairment related to sublease of leased property — 477 n/m 37.9 Acquisition-related integration and transaction costs (1) — 6,951 2,427 186.4 (100.0 Consolidated Adjusted EBITDA $ 1,906,452 $ 1,716,484 $ 1,522,951 12.7 11.1 Index Adjusted EBITDA 1,366,008 1,222,054 1,106,973 10.4 11.8 Analytics Adjusted EBITDA 342,530 328,295 274,875 19.4 ESG 4.3 Sustainability and Climate Adjusted EBITDA 128,477 104,708 91,678 14.2 22.7 All Other - – Private Assets Adjusted EBITDA 69,437 61,427 49,425 24.3 13.0 Consolidated Adjusted EBITDA $ 1,906,452 $ 1,716,484 $ 1,522,951 12.7 11.1
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedMD&A
Years Ended (in thousands) December 31, December 31, Increase/(Decrease) 2025 2024 2023 Total operating expenses $ 1,420,892 $ 1,327,610 $ 1,144,311 16.0 7.0 Amortization of intangible assets 169,480 164,037 114,429 43.4 3.3 Depreciation and amortization of property, equipment and leasehold improvements 23,405 16,978 21,009 (19.2 Impairment related to sublease of leased property — 477 n/m 37.9 Acquisition-related integration and transaction costs(1) — 6,951 2,427 186.4 (100.0 Consolidated Adjusted EBITDA expenses $ 1,228,007 $ 1,139,644 $ 1,005,969 13.3 7.8 Index Adjusted EBITDA expenses 420,800 374,091 344,842 8.5 12.5 Analytics Adjusted EBITDA expenses 371,867 346,794 341,081 1.7 ESG 7.2 Sustainability and Climate Adjusted EBITDA expenses 225,438 221,893 195,890 13.3 1.6 All Other - – Private Assets Adjusted EBITDA expenses 209,902 196,866 124,156 58.6 6.6 Consolidated Adjusted EBITDA expenses $ 1,228,007 $ 1,139,644 $ 1,005,969 13.3 7.8
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedMD&A
G&A expenses increased 18.4% decreased 1.2% for the year ended December 31, 2024, 2025, primarily driven by decreases in non-compensation costs reflecting lower transaction costs, partially offset by increases in compensation and benefits costs, primarily relating to higher incentive compensation, wages and salaries and benefits costs as a result of increased headcount, headcount costs as well as increases in non-compensation costs reflecting higher professional fees, information technology costs and transaction costs related expenses due to the recent acquisitions. severance costs.
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedMD&A
Recurring subscriptions $ 658,610 346,401 $ 603,291 9.2% 318,835 8.6 Non-recurring 16,479 12,665 30.1% 7,514 7,766 (3.2 Operating revenues total 675,089 615,956 9.6% 353,915 326,601 8.4 Adjusted EBITDA expenses 346,794 341,081 1.7% 225,438 221,893 1.6 Adjusted EBITDA $ 328,295 128,477 $ 274,875 19.4% 104,708 22.7 Adjusted EBITDA margin % 48.6 36.3 % 44.6 32.1 %
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedMD&A
Recurring subscriptions $ 658,610 276,918 $ 603,291 9.2% 254,633 8.8 Non-recurring 16,479 12,665 30.1% 2,421 3,660 (33.9 Operating revenues total 675,089 615,956 9.6% 279,339 258,293 8.1 Adjusted EBITDA expenses 346,794 341,081 1.7% 209,902 196,866 6.6 Adjusted EBITDA $ 328,295 69,437 $ 274,875 19.4% 61,427 13.0 Adjusted EBITDA margin % 48.6 24.9 % 44.6 23.8 %
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedMD&A
Cost of revenues $ 550,366 $ 514,382 $ 446,581 15.2 7.0 Selling and marketing 319,829 291,220 276,204 5.4 9.8 Research and development 177,596 158,653 132,121 20.1 11.9 General and administrative 180,216 182,340 153,967 18.4 (1.2 Amortization of intangible assets 169,480 164,037 114,429 43.4 3.3 Depreciation and amortization of property, equipment and leasehold improvements 23,405 16,978 21,009 (19.2 37.9 Total operating expenses $ 1,420,892 $ 1,327,610 $ 1,144,311 16.0 7.0
Read it in 10-K 2026-02-06 at sec.gov ↗
RewordedMD&A
Amortization of intangible assets expense increased 43.4% 3.3% for the year ended December 31, 2024, 2025, primarily driven by higher amortization recognized on acquired of internally developed software, partially offset by certain intangible assets from recent acquisitions and higher amortization of internal use software. becoming fully amortized during the period.
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RewordedMD&A
Total Run Rate increased 8.8% 13.0% for the year ended December 31, 2024, 2025, driven by a 7.1% 9.2% increase from recurring subscriptions subscriptions, primarily driven by increases in the asset manager, banks and by broker-dealer, asset owner and hedge fund client segments, as well as a 14.8% 25.6% increase from asset-based fees.
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RewordedMD&A
ESG and Climate Analytics segment Adjusted EBITDA expenses increased 13.3% 7.2% for the year ended December 31, 2024, 2025, primarily driven by increases in compensation expenses, relating to higher wages and salaries, incentive compensation and benefits costs as a result of increased headcount costs as well as higher severance costs.
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RewordedMD&A
All Other – Private Assets Adjusted EBITDA expenses increased 58.6% 6.6% for the year ended December 31, 2024, 2025, primarily driven by increases in both compensation expenses and non-compensation expenses, primarily due to the step acquisition benefits costs as a result of Burgiss. increased headcount costs as well as higher severance costs.
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RewordedMD&A
Index segment Adjusted EBITDA expenses increased 8.5% 12.5% for the year ended December 31, 2024, 2025, primarily driven by increases in compensation expense, relating to and benefits costs as a result of increased headcount costs as well as higher wages and salaries and incentive compensation. severance costs.
Read it in 10-K 2026-02-06 at sec.gov ↗
