As filed with the Securities and Exchange Commission
on January 9, 2026.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FactSet Research Systems Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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13-3362547
(I.R.S. Employer
Identification No.) |
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45 Glover Avenue, Norwalk, Connecticut
(Address of Principal Executive Offices) |
06850
(Zip Code) |
FactSet Research Systems Inc. 2025 Omnibus
Incentive Plan
(Full titles of the plans)
Christopher McLoughlin
Executive Vice President, Chief Legal Officer
FactSet Research Systems Inc.
45 Glover Avenue
Norwalk, Connecticut, 06850
(Name and address of agent for service)
(203) 810-1000
(Telephone number, including area code, of agent
for service)
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Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration Statement”)
is filed by FactSet Research Systems Inc. (the “Company”), to register 4,232,362 shares of its common stock; $0.01 par value
(“Common Stock”) issuable to eligible recipients under the FactSet Research Systems Inc. 2025 Omnibus Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified
in Part I will be sent or given to participants in the Plans, as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933,
as amended (the “Securities Act”). In accordance with the instructions to Part I of Form S-8, such documents will not be filed
with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act. These documents and the documents incorporated by
reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute the prospectuses as required by Section
10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. |
Incorporation of Documents by Reference. |
The following documents, which have previously
been filed by the Company with the Commission, are incorporated by reference herein and shall be deemed to be a part hereof:
| (1) | The Company’s Annual Report
on Form 10-K (File No. 001-11869) for the fiscal year ended August 31, 2025, filed with the Commission on October 22, 2025; |
| (2) | All other reports filed by the
Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since
the end of the fiscal year covered by the Company’s Annual Report referred to in (a) above. |
| (3) | The description of the Company’s
Common Stock contained in the FactSet Research Systems Inc. Registration Statement on Form S-1 (File No. 333-04238), filed with the Commission
on June 26, 1996, and any amendment or report filed for the purpose of updating any such description. |
In addition, all reports and other documents filed
by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment hereto, which indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Notwithstanding the foregoing, in no event will any information that the Company has or may
from time to time furnish to the Commission (including pursuant to Item 2.02 or Item 7.01 of a Current Report on Form 8-K) be incorporated
by reference into, or otherwise become a part of, this Registration Statement, unless the applicable report explicitly states such information
is incorporated by reference into this Registration Statement.
For purposes of this Registration Statement, any
document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be
modified or superseded to the extent that a subsequently filed document or a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated herein by reference modifies or supersedes such document or such statement in such
document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
| Item 4. |
Description of Securities. |
Not applicable.
| Item 5. |
Interests of Named Experts and Counsel. |
Not Applicable.
| Item 6. |
Indemnification of Directors and Officers. |
Subsection (a) of Section 145 of the Delaware General
Corporation Law (“DGCL”) empowers a corporation to indemnify any person who was or is a party or who is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation
to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit
by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person acted in any of the capacities
set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with
the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court
of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
Subsection (c) of Section 145 provides that to
the extent a present or former director or officer has been successful in defense of any action referred to in subsections (a) and (b),
or in defense of any claim issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees)
actually and reasonably incurred.
Subsection (e) of Section 145 authorizes the corporation
to pay expenses of the indemnitee in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking
by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified
by the corporation.
Subsection (g) of Section 145 authorizes a corporation
to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against
any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status
as such, whether or not the corporation would otherwise have the power to indemnify such person under Section 145.
Section 102(b)(7) of the DGCL permits a corporation
to provide in its certificate of incorporation that a director or officer shall not be personally liable to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director or officer, except for: (i) in the case of a director or officer, liability
for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, (ii) in the case of
a director or officer, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii)
in the case of a director, payments of unlawful dividends or unlawful stock repurchases or redemptions, (iv) in
the case of a director or officer, for any transaction from which the
director or officer derived an improper personal benefit or (v) in the case of an officer, in any action by or in the right of the corporation.
The Company’s Third Amended and Restated
Certificate of Incorporation, dated December 22, 2025 (the “Certificate of Incorporation”), provides that, to the fullest
extent permitted by the DGCL, a director shall not be personally liable to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director. The Company’s Certificate of Incorporation further provides that officers and directors
shall be indemnified to the fullest extent permitted by applicable law.
| Item 7. |
Exemption From Registration Claimed. |
Not applicable.
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Exhibit
No.
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Exhibit Description |
| 4.1 |
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Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on December 22, 2025) |
| 4.2 |
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Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on September 18, 2025) |
| 5.1* |
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Opinion of Davis Polk & Wardwell LLP |
| 23.1* |
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Consent of Davis Polk & Wardwell LLP (contained in its opinion filed as Exhibit 5.1 hereto) |
| 23.2* |
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Consent of Ernst & Young LLP, independent registered public accounting firm for the Company |
| 24.1* |
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Power of Attorney (included on the signature page to this Registration Statement) |
| 99.1* |
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FactSet Research Systems Inc. 2025 Omnibus Incentive Plan |
| 107* |
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Filing Fee Table |
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* Filed herewith.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change
in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed
with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement;
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norwalk,
Connecticut, on this 9th day of January, 2026.
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FACTSET RESEARCH SYSTEMS INC. |
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By: |
/s/ Helen L. Shan |
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Name: |
Helen L. Shan |
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Title: |
Executive Vice President, Chief Financial Officer |
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SIGNATURES AND POWER OF ATTORNEY
Each of the undersigned officers and directors
of FactSet Research Systems Inc. hereby severally constitutes and appoints Sanoke Viswanathan, Helen L. Shan, Christopher McLoughlin and
Gregory T. Moskoff and each of them acting alone, as such person’s true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for such person and in such person’s name, place and stead, and in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Commission and any applicable securities exchange or securities self-regulatory
body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or
such person’s substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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| /s/ Sanoke Viswanathan |
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Chief Executive Officer and Director
(Principal Executive Officer) |
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January 9, 2026 |
| Sanoke Viswanathan |
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| /s/ Helen L. Shan |
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Executive Vice President, Chief Financial Officer
(Principal Financial Officer) |
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January 9, 2026 |
| Helen L. Shan |
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| /s/ Gregory T. Moskoff |
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Managing Director, Controller and Chief Accounting
Officer
(Principal Accounting Officer)
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January 9, 2026 |
| Gregory T. Moskoff |
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| /s/ Malcolm Frank |
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Chair |
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January 9, 2026 |
| Malcolm Frank |
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| /s/ Siew Kai Choy |
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Director |
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January 9, 2026 |
| Siew Kai Choy |
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| /s/ Barak Eilam |
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Director |
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January 9, 2026 |
| Barak Eilam |
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| /s/ Robin A. Abrams |
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Director |
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January 9, 2026 |
| Robin A. Abrams |
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| /s/ Laurie G. Hylton |
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Director |
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January 9, 2026 |
| Laurie G. Hylton |
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| /s/ Lee Shavel |
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Director |
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January 9, 2026 |
| Lee Shavel |
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| /s/ Laurie Siegel |
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Director |
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January 9, 2026 |
| Laurie Siegel |
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| /s/ Maria Teresa Tejada |
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Director |
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January 9, 2026 |
| Maria Teresa Tejada |
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| /s/ Elisha Wiesel |
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Director |
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January 9, 2026 |
| Elisha Wiesel |
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