Mobility Global (MBGL) revenue grows, profit slips post-spin
Mobility Global Inc., a provider of automotive data and technology solutions, reported $468 million in revenue for the three months ended June 30, 2026, up 7% year over year. Net income declined to $53 million from $65 million, while Adjusted EBITDA rose to $202 million with a 43% margin, reflecting higher subscription pricing and new business.
For the first half of 2026, revenue reached $923 million and Adjusted EBITDA $386 million. CARFAX and B2B segments both grew, led by subscription sales. Long-term debt increased to $1.981 billion after issuing Senior Notes used to fund a $2.0 billion dividend to former parent S&P Global ahead of the July 1 Separation.
Positive
- None.
Negative
- Issuing $2.0 billion of Senior Notes and paying a related dividend left Mobility Global with $1.981 billion long-term debt, higher interest expense and an 18% year-over-year net income decline for the quarter.
Filing Explained
The completed separation leaves Mobility Global with a $500 million undrawn revolving facility, while stand-alone costs will differ from historical carve-out results.
This Form 10-Q is an unaudited quarterly report, and it records that the Mobility Global separation was completed on
As of
The company expects to incur
The next subsequent-period filings will show the company on a consolidated stand-alone basis, while its transition-services arrangements with S&P Global are generally expected to continue for up to 18 months.
Key Figures
Revenue (quarter): $468
Net income (quarter): $53
Adjusted EBITDA (quarter): $202
+5 more
8 metrics
Revenue (quarter)
$468
In millions, revenue for the three months ended June 30, 2026
Net income (quarter)
$53
In millions, net income for the three months ended June 30, 2026
Adjusted EBITDA (quarter)
$202
In millions, Adjusted EBITDA for the three months ended June 30, 2026
Revenue (six months)
$923
In millions, revenue for the six months ended June 30, 2026
Long-term debt
$1,981
In millions, long-term debt outstanding as of June 30, 2026
Cash and cash equivalents
$186
In millions, cash and cash equivalents as of June 30, 2026
Free cash flow
$177
In millions, free cash flow for the six months ended June 30, 2026
Shares outstanding
294,821,320 shares
Total common shares issued and outstanding as of June 30, 2026
Key Terms
Adjusted EBITDA, Free cash flow, Senior Notes, Revolving credit facility, +2 more
6 terms
Adjusted EBITDA financial
"The Company defines Adjusted EBITDA as Net income adjusted to exclude..."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Free cash flow financial
"Free cash flow is a non-GAAP financial measure and reflects our cash..."
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
Senior Notes financial
"the Company issued $2.0 billion aggregate principal amount of senior notes..."
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Revolving credit facility financial
"the Company entered into a $500 million revolving credit facility..."
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
Spin Business regulatory
"certain assets and liabilities associated with the Spin Business..."
Separation regulatory
"On July 1, 2026, S&P Global completed the Separation of Mobility Global..."
AI-generated analysis. How Rhea-AI works. Not financial advice.
See more from StockTitan in Google Search and AI answers.
Adds StockTitan as a preferred source · opens Google
FAQ
How did Mobility Global (MBGL) perform for the three months ended June 30, 2026?
Mobility Global generated $468 million in revenue and $53 million in net income for the three months ended June 30, 2026. Adjusted EBITDA was $202 million with a 43% margin, supported by 7% revenue growth mainly from subscription price increases and new business.
How did the CARFAX and B2B segments of MBGL perform in 2026 year to date?
For the six months ended June 30, 2026, CARFAX revenue was $610 million and B2B revenue $313 million, both up versus 2025. Segment Adjusted EBITDA reached $293 million for CARFAX and $102 million for B2B, reflecting growth driven largely by subscription offerings.
What is Mobility Global (MBGL)’s debt and liquidity position as of June 30, 2026?
As of June 30, 2026, Mobility Global had $1.981 billion in long-term debt from recently issued Senior Notes and $186 million in cash and cash equivalents. It also has a $500 million revolving credit facility available for general corporate purposes starting July 1, 2026.
What were Mobility Global (MBGL)’s cash flows and free cash flow in the first half of 2026?
For the six months ended June 30, 2026, Mobility Global generated $189 million of cash from operating activities and used $12 million for capital expenditures. This resulted in free cash flow of $177 million, compared with $225 million in the prior-year period.
How was Mobility Global (MBGL) separated from S&P Global and how many shares are outstanding?
On July 1, 2026, S&P Global completed the tax-free Separation, distributing 100% of Mobility Global common stock. 294,821,320 shares were issued, based on one Mobility Global share for each S&P Global share outstanding as of June 15, 2026, the record date.
What is Mobility Global (MBGL)’s dividend policy following the Separation?
The company intends to pay dividends of $0.06 per share on a quarterly basis, subject to approval by its Board of Directors. In August 2026, the Board declared a quarterly dividend of $0.06 per share, payable on September 10, 2026, to stockholders of record on August 27, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 10-Q
___________________________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2026
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 001-43276
___________________________________
(Exact name of registrant as specified in its charter)
___________________________________
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) | |
(703 ) 934-2664
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
As of July 1, 2026, there were 294,821,320 shares of common stock of the registrant outstanding.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes o No x
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes x No o
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.
Large accelerated filer | o | Accelerated filer | o | |
x | Smaller reporting company | |||
Emerging growth company |
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 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
Table of Contents
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q may contain forward-looking statements. In some cases, you can identify these
statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable
terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may
include projections, forecasts or assumptions of our future financial performance, our anticipated growth strategies and
anticipated trends in our business. These statements are only predictions based on our current expectations and projections
about future events. There are important factors that could cause our actual results, level of activity, performance or
achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by
the forward-looking statements, including the numerous risks set forth under Item 1A, “Risk Factors,” in the Company’s
Registration Statement on Form 10 filed with the SEC on May 27, 2026, as amended (the “Registration Statement”).
Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot
guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Except as required
by law, the Company is not under any duty to update any of these forward-looking statements to conform our prior
statements to actual results or revised expectations.
Note Regarding The Use of Certain Terms
We use the following terms to refer to the items indicated:
•“We,” “us,” “our,” “Company” and “Mobility Global,” unless the context otherwise requires, refer to Mobility
Global Inc., the entity that after the Distribution holds, directly or indirectly through its subsidiaries, certain assets
and liabilities associated with the Spin Business, as defined below. Where appropriate in the context, the
foregoing terms also include the subsidiaries of this entity; these terms may be used to describe the Spin Business
prior to completion of the Separation.
•The “Spin Business” refers to the business of S&P Global and its subsidiaries with respect to providing analytics,
marketing, planning solutions, reports, forecasts and vehicle history data for the automotive sector, which, prior to
the Separation, operated under the S&P Global Mobility division.
•Except where the context otherwise requires, the term “S&P Global” refers to S&P Global Inc., the entity that
owned Mobility Global prior to the Separation and that after the Separation is a separately traded public company
consisting of its remaining operations.
•The term “Distribution” refers to the transaction in which S&P Global distributed 100% of the shares of Mobility
Global common stock owned by S&P Global to stockholders of S&P Global as of June 15, 2026, the record date.
•The term “Restructuring Transactions” refers to the series of transactions which resulted in certain assets,
liabilities and legal entities comprising the Spin Business being owned directly, or indirectly through its
subsidiaries, by Mobility Global.
•Except where the context otherwise requires, the term “Separation” refers to the separation of the Spin Business
from S&P Global and the creation of an independent, publicly traded company, Mobility Global, through (1) the
Restructuring Transactions and (2) the Distribution.
•The term “Distribution Date” refers to July 1, 2026, the date on which the Distribution occurred.
1
Table of Contents
Table of Contents
Page | |||
PART I - FINANCIAL INFORMATION | |||
Item 1. | Financial Statements | 2 | |
Unaudited Condensed Combined Financial Statements: | |||
Condensed Combined Statements of Operations for the three and six months ended June 30, 2026 and 2025 | 2 | ||
Condensed Combined Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025 | 3 | ||
Condensed Combined Balance Sheets as of June 30, 2026 and December 31, 2025 | 4 | ||
Condensed Combined Statements of Cash Flows for the six months ended June 30, 2026 and 2025 | 5 | ||
Condensed Combined Statements of Equity for the three and six months ended June 30, 2026 and 2025 | 6 | ||
Notes to the Condensed Combined Financial Statements | 7 | ||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 | |
Item 3. | Quantitative and Qualitative Disclosure About Market Risk | 29 | |
Item 4. | Controls and Procedures | 29 | |
PART II - OTHER INFORMATION | |||
Item 1. | Legal Proceedings | 30 | |
Item 1A. | Risk Factors | 30 | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 30 | |
Item 3. | Defaults Upon Senior Securities | 30 | |
Item 4. | Mine Safety Disclosures | 30 | |
Item 5. | Other Information | 30 | |
Item 6. | Exhibits | 30 | |
Signatures | 32 | ||
See accompanying Notes to the Condensed Combined Financial Statements
2
Table of Contents
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MOBILITY GLOBAL INC.
CONDENSED COMBINED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended June 30, | Six Months Ended June 30, | ||||||
(in millions, except per share data) | 2026 | 2025 | 2026 | 2025 | |||
Revenue | $ | $ | $ | $ | |||
Expenses: | |||||||
Operating-related expenses | |||||||
Selling and general expenses | |||||||
Depreciation | |||||||
Amortization of intangibles | |||||||
Total expenses | |||||||
Operating profit | |||||||
Interest expense, net | |||||||
Income before provision for income taxes | |||||||
Provision for income taxes | |||||||
Net income | $ | $ | $ | $ | |||
Net income per common share | |||||||
Basic | $ | $ | $ | $ | |||
Diluted | $ | $ | $ | $ | |||
See accompanying Notes to the Condensed Combined Financial Statements
3
Table of Contents
MOBILITY GLOBAL INC.
CONDENSED COMBINED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended June 30, | Six Months Ended June 30, | ||||||
(in millions) | 2026 | 2025 | 2026 | 2025 | |||
Net income | $ | $ | $ | $ | |||
Other comprehensive income (loss): | |||||||
Foreign currency translation adjustments | ( | ( | |||||
Comprehensive income | $ | $ | $ | $ | |||
See accompanying Notes to the Condensed Combined Financial Statements
4
Table of Contents
MOBILITY GLOBAL INC.
CONDENSED COMBINED BALANCE SHEETS
(Unaudited)
(in millions) | June 30, 2026 | December 31, 2025 | |
ASSETS | |||
Current assets: | |||
Cash and cash equivalents | $ | $ | |
Due from related parties – current | |||
Accounts receivable, net of allowance for doubtful accounts: 2026 – $ | |||
Prepaid and other current assets | |||
Total current assets | |||
Property and equipment, net of accumulated depreciation: 2026 – $ | |||
Right of use assets | |||
Goodwill | |||
Other intangible assets, net | |||
Other non-current assets | |||
Total assets | $ | $ | |
LIABILITIES AND EQUITY | |||
Current liabilities: | |||
Accounts payable | $ | $ | |
Due to related parties – current | |||
Accrued compensation and contributions to retirement plans | |||
Unearned revenue | |||
Other current liabilities | |||
Total current liabilities | |||
Long-term debt | |||
Operating lease liabilities | |||
Deferred tax liability, net | |||
Due to related parties – non-current | |||
Other non-current liabilities | |||
Total liabilities | |||
Commitments and Contingencies (Note 8) | |||
Equity: | |||
Parent company investment | |||
Accumulated other comprehensive income (loss) | ( | ||
Total equity | |||
Total liabilities and equity | $ | $ |
See accompanying Notes to the Condensed Combined Financial Statements
5
Table of Contents
MOBILITY GLOBAL INC.
CONDENSED COMBINED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30, | |||
(in millions) | 2026 | 2025 | |
Operating Activities: | |||
Net income | $ | $ | |
Adjustments to reconcile net income to cash provided by operating activities: | |||
Depreciation | |||
Amortization of intangibles | |||
Provision for losses on accounts receivable | |||
Deferred income taxes | ( | ( | |
Stock-based compensation | |||
Other | ( | ||
Changes in operating assets and liabilities, net: | |||
Accounts receivable | ( | ( | |
Due from related parties | ( | ||
Prepaid and other current assets | ( | ( | |
Accounts payable and accrued expenses | ( | ( | |
Due to related parties | ( | ||
Unearned revenue | |||
Other current liabilities | |||
Net change in other assets and liabilities | ( | ||
Cash provided by operating activities | |||
Investing Activities: | |||
Capital expenditures | ( | ( | |
Purchases of equity investments | ( | ( | |
Cash used for investing activities | ( | ( | |
Financing Activities: | |||
Proceeds from issuance of Senior Notes | |||
Net transfers to Parent | ( | ( | |
Payments related to loan from related parties | ( | ||
Contingent consideration payments | ( | ||
Cash used for financing activities | ( | ( | |
Effect of exchange rate changes on cash | ( | ||
Net change in cash and cash equivalents | |||
Cash and cash equivalents at beginning of period | |||
Cash and cash equivalents at end of period | $ | $ | |
Supplemental non-cash disclosures: | |||
Consolidation of Canada Carfax Loan | $ | $ | |
Accrued debt issuance costs | $ | $ | |
See accompanying Notes to the Condensed Combined Financial Statements
6
Table of Contents
MOBILITY GLOBAL INC.
CONDENSED COMBINED STATEMENTS OF EQUITY
(Unaudited)
(in millions) | Parent Company Investment | Accumulated Other Comprehensive Income (Loss) | Total Equity | ||
Balance as of December 31, 2025 | $ | $( | |||
Comprehensive income, net of tax | |||||
Net increase in Parent company investment | — | ||||
Balance as of March 31, 2026 | $ | $( | $ | ||
Comprehensive income, net of tax | |||||
Net decrease in Parent company investment | ( | — | ( | ||
Balance as of June 30, 2026 | $ | $ | $ |
(in millions) | Parent Company Investment | Accumulated Other Comprehensive Income (Loss) | Total Equity | ||
Balance as of December 31, 2024 | $ | $ | |||
Comprehensive income (loss), net of tax | ( | ||||
Net decrease in Parent company investment | ( | — | ( | ||
Balance as of March 31, 2025 | $ | $ | $ | ||
Comprehensive income, net of tax | ( | ||||
Net decrease in Parent company investment | ( | — | ( | ||
Balance as of June 30, 2025 | $ | $( | $ |
7
Table of Contents
NOTES TO THE CONDENSED COMBINED FINANCIAL STATEMENTS
(Unaudited)
Mobility Global is a leading global provider of automotive data, insights, and technology solutions, serving a diverse
client base across the entire automotive value chain. Our offerings are designed to empower Original Equipment
Manufacturers (“OEMs”), suppliers, dealerships, finance and insurance (“F&I”) firms, consumers, and aftermarket
businesses with critical data, solutions, and insights to anticipate market changes, optimize operations, and make informed
decisions across the entire vehicle and consumer lifecycles. As of June 30, 2026, Mobility Global was wholly owned by
S&P Global and primarily represented the Mobility segment of S&P Global.
After the Separation, the Company operates through two reportable segments: CARFAX and Business-to-Business
(“B2B”).
•CARFAX — provides consumers, dealers, car service providers, and F&I with trusted vehicle history, valuations,
listings, and service reminders — using a vast proprietary data estate and brand to help consumers buy the right car
at the right price, sell confidently, and maintain their vehicles, while helping dealers build shopper confidence,
convert more leads and drive service loyalty; and
•B2B — delivers mission-critical data, forecasts, and sales & marketing solutions to OEMs, suppliers, dealers, and
F&I — powering product planning, supply-chain and technology decisions, market analytics, pricing and incentives,
and targeted customer activation.
Basis of Presentation
of S&P Global. The condensed combined financial statements have been prepared on a carve-out basis and are derived
from the consolidated financial statements and accounting records of S&P Global. The condensed combined financial
statements reflect our financial position, results of operations and cash flows as we were historically managed, in
conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the
rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The Company believes these condensed
combined financial statements reflect all adjustments, including normal recurring adjustments, that are necessary for a fair
statement of financial position, results of operations and cash flows for the interim periods shown. The results for the
interim periods are not necessarily indicative of results for the full year.
All revenues and costs, as well as assets and liabilities, directly associated with the business activity of the Company
are recorded in these financial statements. The condensed combined financial statements include certain assets and
liabilities that have historically been held at the S&P Global corporate level but are specifically identifiable or otherwise
attributable to us. The condensed combined financial statements also include allocations of certain expenses from S&P
Global’s corporate functions to the Company. The allocations were recorded on the basis of direct usage when identifiable,
with the remainder allocated on a pro-rata basis of combined revenue, headcount, or other measures of the Company or
S&P Global. Management believes the assumptions underlying the condensed combined financial statements, including the
assumptions regarding allocating general corporate expenses, are reasonable; however, the amounts are not necessarily
representative of the amounts that would have been reflected in the financial statements had the Company historically
operated independently of S&P Global. Related party transactions are discussed further in Note 9 — Related Party
Transactions and Parent Company Investment.
On June 26, 2026, in anticipation of the Separation, the Company completed the Restructuring Transactions through
a legal entity reorganization. For the period ending June 30, 2026, this reorganization resulted in the inclusion in Mobility
Global of all the operating entities that formed the historical Mobility business of S&P Global, which were included in the
Company’s 2025 historical carve-out financial statements.
On July 1, 2026, S&P Global completed the Separation of Mobility Global by means of a tax-free, pro-rata
distribution of 100 % of common stock of Mobility Global to S&P Global’s existing shareholders as of June 15, 2026 (the
8
Table of Contents
“Distribution”), and the transfer of certain assets and liabilities of the Spin Business to Mobility Global. Effective July 1,
2026, Mobility Global became an independent, publicly traded company listed under the stock symbol “MBGL” on the
New York Stock Exchange and will report on a consolidated stand-alone basis for subsequent periods. See Note 10 —
Subsequent Events for additional information regarding the Separation.
S&P Global’s net investment in the Company has been presented as a component of equity in the condensed
combined financial statements. Distributions made by S&P Global to the Company or to S&P Global from the Company
are recorded as transfers from and to S&P Global, and the net amount is presented on the condensed combined statements
of cash flows as “Net transfers to Parent”.
Cash balances legally owned by Mobility Global are reflected in the condensed combined financial statements. S&P
Global has historically used a centralized approach to cash management and financing of its operations. These
arrangements are not reflective of the manner in which the Company would have financed its operations had it been a
stand-alone business separate from S&P Global during the periods for which the cash pooling arrangements were in place.
During the first quarter of 2026, the Company ceased its participation in S&P Global’s cash pooling arrangements. Cash
related to cash pooling arrangements has not been included in the condensed combined financial statements. These
amounts have instead been reported as a component of “Parent company investment”.
All significant intercompany transactions within Mobility Global have been eliminated. As a result of the
Restructuring Transactions, and in anticipation of the Separation, all balances with S&P Global have been settled, with the
exception of revenues from Mobility Global customers remitted to S&P Global that are owed to Mobility Global which are
reflected in Due from related parties – current on the combined consolidated balance sheets as of June 30, 2026. The total
net effect of the settlement of these transactions is reflected in the condensed combined statements of cash flow in Net
transfer to Parent as a financing activity and in the condensed combined balance sheets as Parent company investment.
Certain other historical intercompany transactions between S&P Global and the Company have been classified as related
party, rather than Parent company investment, in the condensed combined financial statements as they were historically
settled in cash.
The condensed combined financial statements may not be indicative of future performance and do not necessarily
reflect what the condensed combined statements of income, balance sheets and statements of cash flows would have been
had the Company operated as a stand-alone business during the periods presented. Actual costs that would have been
incurred if the Company had operated as a stand-alone company would depend on multiple factors, including
organizational structure and strategic decisions made in various areas, including information technology and infrastructure.
The Company is unable to quantify the amounts that it would have recorded during the historical periods on a stand-alone
basis as it is not practicable to do so. The accompanying condensed combined financial statements and the related notes
should be read in conjunction with the Company’s audited combined financial statements and related notes included within
the Company’s Registration Statement on Form 10 filed with the SEC on May 27, 2026, as amended (the “Registration
Statement”).
Fair Value and Financial Instruments
on inputs used when measuring fair value. The Company’s other financial instruments, including cash and cash
equivalents, are recorded at cost, which approximated fair value because of the short-term maturity and highly liquid nature
of these instruments.
Unearned Revenue & Remaining Performance Obligations
unearned revenue balance at June 30, 2026 compared to December 31, 2025 is primarily driven by cash payments received
in advance of satisfying our performance obligations, offset by $60 million of revenues recognized that were included in
the unearned revenue balance at the beginning of the period.
Remaining performance obligations represent the transaction price of contracts for work that has not yet been
performed. As of June 30, 2026, the aggregate amount of the transaction price allocated to remaining performance
obligations was $102 million. We expect to recognize the majority of revenue on the remaining performance obligations
over the next 12 months.
9
Table of Contents
Recently Issued or Adopted Accounting Pronouncements
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 are currently
evaluating the impact of this guidance on the Company’s disclosures.
In November of 2024, the FASB issued accounting guidance which requires that an entity disclose, in the notes to
financial statements, additional information about specific expense categories. The amendments in this update are effective
for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after
December 15, 2027. We are currently evaluating the impact of this guidance on the Company’s disclosures.
Three Months Ended June 30, | Six Months Ended June 30, | ||||||
(in millions, except share and per share data) | 2026 | 2025 | 2026 | 2025 | |||
Net income | $ | $ | $ | $ | |||
Weighted-average shares of common stock outstanding – basic and diluted (1) | |||||||
Income per share - basic and diluted | $ | $ | $ | $ | |||
(1)The total number of shares issued and outstanding as of June 30, 2026 totaled 294,821,320
earnings per share for the three and six months ended June 30, 2026 and 2025. Issued and outstanding shares as of June 30, 2026 were based on
S&P Global’s common stock outstanding as of June 15, 2026 and on the basis of a distribution ratio of one share of Mobility Global common stock
for every share of S&P Global’s common stock. There were no shares outstanding as of June 30, 2025.
(in millions) | June 30, 2026 | December 31, 2025 | |
$ | $ | ||
Less: Unamortized debt issuance costs and discount on debt | ( | ||
Total debt | $ | $ |
Senior Notes
On May 29, 2026, the Company issued $2.0 billion aggregate principal amount of senior notes, consisting of
$650 million aggregate principal amount of 5.050 % senior notes due 2029 (the "2029 Notes"), $650 million aggregate
principal amount of 5.450 % senior notes due 2031 (the "2031 Notes"), and $700 million aggregate principal amount of
Notes"). The Senior Notes were sold in private placements to qualified institutional buyers in accordance with Rule 144A
under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in
reliance on Regulation S under the Securities Act. The proceeds of the Senior Notes were held in escrow pending
completion of the Separation, and such proceeds were released from escrow on June 30, 2026 in connection with the
Separation.
Interest on the Senior Notes is payable semi-annually in arrears on June 15 and December 15 of each year,
commencing December 15, 2026. The Senior Notes were issued at a discount and are recorded at amortized cost, net of
10
Table of Contents
unamortized original issue discount and debt issuance costs. Approximately $16.0 million of debt issuance costs, consisting
primarily of underwriting, legal, rating agency, and accounting fees, were incurred in connection with the issuance of the
Senior Notes. These costs, together with the original issue discount, are recorded as a reduction of the carrying amount of
the Senior Notes and are amortized using the effective interest method over the respective terms of the Senior Notes. As of
June 30, 2026, the carrying value of the Senior Notes approximated fair value, which was measured using Level II inputs,
due to the recent issuance of the Senior Notes and the limited changes in market interest rates since the issuance date.
The Senior Notes are redeemable at the Company’s option, in whole or in part, at any time prior to the applicable par
call date at a redemption price equal to the greater of: (i) 100 % of the principal amount of the Senior Notes plus accrued
and unpaid interest to the redemption date, or (ii) the present value of the remaining scheduled payments of principal and
interest, discounted at the Treasury rate plus a specified spread, less interest accrued to the date of redemption. On or after
the applicable par call date, the Senior Notes are redeemable at 100 % of the principal amount plus accrued and unpaid
interest.
Upon the occurrence of a change of control triggering event, the Company is required to offer to repurchase the
Senior Notes at a price equal to 101 % of the principal amount plus accrued and unpaid interest. A change of control
triggering event requires both (i) a change of control and (ii) a downgrade of the Senior Notes below investment grade by
Moody’s or Fitch within a specified time period.
The indenture governing the Senior Notes includes customary covenants, including limitations on liens, sale-
leaseback transactions, and mergers.
During the three months ended June 30, 2026, the Company used the net proceeds from the Senior Notes, after
deducting discounts and commissions to the initial purchasers, to pay a $2.0 billion dividend to S&P Global as
consideration for the transfer of certain assets, liabilities and entities to Mobility Global in connection with the Separation.
The payment was reflected as a cash outflow in financing activities in the statement of cash flows for the six months ended
June 30, 2026.
Revolving Credit Facility
On May 6, 2026, in connection with the Separation, the Company entered into a $500 million revolving credit facility
(the “Credit Facility”). The Credit Facility was available on July 1, 2026 for general corporate purposes following the
Separation, and matures on July 1, 2031. The Company has the option to increase the capacity under the Credit Facility by
up to $250 million above the current committed amount, subject to lender participation and customary closing conditions.
Under the Credit Facility (i) U.S. dollar borrowings will be subject to an interest rate, at our election, of either (a)
U.S. dollar base rate or (b) a term SOFR-based rate, (ii) Euro borrowings will be subject to an interest rate based on
EURIBOR and (iii) Pounds Sterling borrowings will be subject to an interest rate based on the Sterling Overnight Index
Average, in each case, plus an applicable margin that is determined from time to time based on the credit ratings assigned
to us by Moody’s Ratings (“Moody’s”) or Fitch Ratings (“Fitch”).
The applicable interest rate margins for the Credit Facility will fluctuate between 1.0 % and 1.625 % per annum (for
term rate loans) and between 0 % and 0.625 % per annum (for base rate loans), in each case based upon the credit ratings
assigned by Moody’s or Fitch as set forth in the credit agreement. Accordingly, the interest rates for the Credit Facility will
vary during the term of the credit agreement based on changes in the applicable base rates, applicable term rates or future
changes to our credit rating.
The credit agreement also requires that the Company pay certain facility fees on the aggregate unused commitments
under the Credit Facility and certain letter of credit issuance and fronting fees. Letters of credit will be available for
issuance under the Credit Facility and will reduce availability under the Credit Facility.
We are permitted to voluntarily reduce the unutilized portion of the revolving commitments and repay outstanding
loans under the Credit Facility at any time without premium or penalty, subject to customary breakage costs. We may
request a one-year extension of the maturity date of the Credit Facility (not more than two times during the life of the
Credit Facility) under certain conditions customary for financings of this type.
The credit agreement contains certain affirmative and negative covenants that, among other things, limit our and our
subsidiaries’ ability to merge and/or dispose of all, substantially all or a substantial portion of our assets, incur additional
11
Table of Contents
subsidiary indebtedness, and incur certain liens. In addition, the credit agreement requires that we maintain a total net
leverage ratio of not greater than 3.50 to 1.00 with, at our election and subject to certain customary conditions, a step-up to
quarter that such qualifying material acquisition was consummated). The credit agreement also contains certain customary
events of default, subject to certain thresholds and grace periods, including but not limited to payment default, material
inaccuracy of a material representation, breach of covenants, cross-acceleration to material debt and change of control. If
an event of default, as specified in the credit agreement, shall occur and be continuing, we may be required to repay all
amounts outstanding under the Credit Facility.
The Company incurred financing costs in connection with the Credit Facility, which are recorded as deferred
financing costs within other assets and are amortized over the term of the facility. Commitment fees are recognized as
interest expense as incurred. As of June 30, 2026, there were no outstanding borrowings under the Credit Facility.
The effective income tax rate was 29.3 % and 29.3 % for the three months ended June 30, 2026 and 2025,
respectively, and 29.4 % and 28.9 % for the six months ended June 30, 2026 and 2025, respectively. The higher tax rate for
the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily attributable to an
increase in the state and local tax rate.
At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary
quarterly earnings. The tax expense or benefit related to significant unusual or infrequently occurring items that will be
separately reported or reported net of their related tax effect, and are individually computed, is recognized in the interim
period in which those items occur. In addition, the effect of changes in enacted tax laws or rates or tax status is recognized
in the interim period in which the change occurs.
The Company’s income tax provision was prepared following the separate return method. The separate return
method applies ASC 740 Income Taxes to the stand-alone financial statements of each member of the consolidated group
as if the group members were a separate taxpayer. The calculation of the Company’s income taxes on a separate return
basis requires a considerable amount of judgment and use of both estimates and allocations. Furthermore, the tax treatment
of certain items reflected in the accompanying condensed combined financial statements of the Company may not be
reflected in the consolidated financial statements and tax returns of S&P Global. Such items as net operating losses, credit
carry-forwards and valuation allowances may exist in the accompanying condensed combined financial statements that
may or may not exist in S&P Global’s consolidated financial statements. As a result, the income taxes of the Company as
presented in the accompanying condensed combined financial statements may not be indicative of the income taxes that the
Company will generate in the future. Furthermore, current obligations for taxes where the Company’s operations were
included in tax returns with the activities of S&P Global are deemed settled with S&P Global as a component of Net parent
investment for purposes of the accompanying condensed combined financial statements.
On January 5, 2026, the Organisation for Economic Co-operation and Development (“OECD”) issued administrative
guidance outlining a framework under which U.S.-parented groups may be excluded from the application of the OECD’s
global minimum tax rules. Each member jurisdiction will need to adopt and enact this guidance into local law, and the
timing and manner of adoption may vary. We are continuing to monitor developments related to this guidance and will
evaluate the impact on our financial statements as additional information becomes available.
Defined Contribution Plan
The majority of employees of Mobility Global participate in a voluntary 401(k) plan sponsored by S&P Global under
which S&P Global may match employee contributions up to certain levels of compensation. Expenses related to this plan
for Mobility Global employees included in the condensed combined statements of income were $5 million and $6 million
for the three months ended June 30, 2026 and 2025, respectively, and $13 million and $12 million for the six months ended
June 30, 2026 and 2025, respectively. Expense associated with the allocation of defined contribution expense for S&P
Global corporate employees is included in the condensed combined statements of income through corporate allocations.
Refer to Note 9 — Related Party Transactions and Parent Company Investment for further details regarding the corporate
allocations recorded in the condensed combined financial statements. Defined contribution plan assets and liabilities
12
Table of Contents
associated with Mobility Global employees were transferred to a Mobility Global defined contribution plan effective in
July 2026 in connection with the Separation. See Note 10 — Subsequent Events.
The Company has two reportable segments: CARFAX and B2B. In addition, the Company has a Corporate category,
which includes costs for corporate functions, that is included in selling and general expenses and not allocated to the
reportable segments.
The Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer, who was previously the President of
S&P Global Mobility prior to the Separation.
Beginning in the second quarter of 2026, the Company changed its segment profitability measure from segment
operating profit to Adjusted EBITDA and recast prior period amounts accordingly, as our CODM evaluates performance of
our segments and allocates resources (including employees, property, and financial or capital resources) based primarily on
Adjusted EBITDA. There were no other changes to the Company’s segment reporting during 2026.
The Company defines Adjusted EBITDA as Net income adjusted to exclude (1) interest expense, net, (2) provisions
for income taxes, (3) depreciation and amortization, (4) stock-based compensation, (5) transaction costs related to the
stand-up of the Spin Business in connection with the Separation, and (6) employee severance charges and other costs that
are not representative of the underlying economics of the periods presented.
segments, as well as for the Corporate category and total company.
Three months ended June 30, 2026 | Three months ended June 30, 2025 | ||||||||||||||
(in millions) | CARFAX | B2B | Corporate | Total | CARFAX | B2B | Corporate | Total | |||||||
Revenue | $ | $ | $ | $ | $ | $ | $ | $ | |||||||
Less: segment expenses(1) | |||||||||||||||
Adjusted EBITDA | $ | $ | $( | $ | $ | $ | $( | $ | |||||||
Six months ended June 30, 2026 | Six months ended June 30, 2025 | ||||||||||||||
(in millions) | CARFAX | B2B | Corporate | Total | CARFAX | B2B | Corporate | Total | |||||||
Revenue | $ | $ | $ | $ | $ | $ | $ | $ | |||||||
Less: segment expenses(1) | |||||||||||||||
Adjusted EBITDA | $ | $ | $( | $ | $ | $ | $( | $ | |||||||
(1)The segment expenses excluding any adjustments listed above in the Adjusted EBITDA description primarily include an aggregation of
compensation costs, advertising and promotion costs, technology costs and strategic investments.
13
Table of Contents
Three Months Ended June 30, | Six Months Ended June 30, | ||||||
(in millions) | 2026 | 2025 | 2026 | 2025 | |||
Net income | $ | $ | $ | $ | |||
Interest expense, net | |||||||
Provision for taxes on income | |||||||
Depreciation and amortization | |||||||
Stock-based compensation | |||||||
Transaction costs | |||||||
Employee severance charges and other | |||||||
Adjusted EBITDA | $ | $ | $ | $ | |||
Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | ||||||||||
(in millions) | CARFAX | B2B | Total | CARFAX | B2B | Total | |||||
Subscription | $ | $ | $ | $ | $ | $ | |||||
Non-subscription | |||||||||||
Total revenue | $ | $ | $ | $ | $ | $ | |||||
Timing of revenue recognition | |||||||||||
Services transferred at a point in time | $ | $ | $ | $ | $ | $ | |||||
Services transferred over time | |||||||||||
Total revenue | $ | $ | $ | $ | $ | $ | |||||
Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | ||||||||||
(in millions) | CARFAX | B2B | Total | CARFAX | B2B | Total | |||||
Subscription | $ | $ | $ | $ | $ | $ | |||||
Non-subscription | |||||||||||
Total revenue | $ | $ | $ | $ | $ | $ | |||||
Timing of revenue recognition | |||||||||||
Services transferred at a point in time | $ | $ | $ | $ | $ | $ | |||||
Services transferred over time | |||||||||||
Total revenue | $ | $ | $ | $ | $ | $ | |||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||
(in millions) | 2026 | 2025 | 2026 | 2025 | |||
U.S. | $ | $ | $ | $ | |||
International | |||||||
Total | $ | $ | $ | $ | |||
Asset information by segment is not disclosed because this information is not used by the CODM to make resource
allocation decisions or evaluate the performance of the Company’s segments.
14
Table of Contents
Leases
As of June 30, 2026, the Company has certain lease agreements that have not yet commenced with total estimated
future lease payments of $64 million. The related right of use asset and operating lease liability will be recorded on the
lease commencement date and are not reflected on the Company’s condensed combined balance sheets as of June 30, 2026.
These leases are expected to begin in 2026 and continue through 2037, with lease terms ranging from 1 to 11 years.
Legal & Regulatory Matters
In the normal course of business both in the United States and abroad, the Company and its subsidiaries are
defendants in legal proceedings and are subjected to government and regulatory proceedings, investigations and inquiries.
The Company is involved in various pending legal proceedings arising out of the ordinary course of the Company’s
business. None of these legal proceedings is expected to have a material adverse effect on the financial condition, results of
operations or cash flow of the Company. With respect to these proceedings, management of the Company believes that it
will either prevail, has adequate insurance coverage or has established appropriate accruals to cover potential liabilities.
Legal costs related to proceedings or claims are recorded when incurred. Other costs that management estimates may be
paid related to the claims are accrued when the liability is considered probable and the amount can be reasonably estimated.
There can be no assurance, however, as to the ultimate outcome of any of these matters, and if all or substantially all of
these legal proceedings were to be determined adverse to the Company, there could be a material adverse effect on the
financial condition, results of operations or cash flow of the Company.
composition and amounts of these transactions with S&P Global.
Three Months Ended June 30, | Six Months Ended June 30, | ||||||
(in millions) | 2026 | 2025 | 2026 | 2025 | |||
Data sharing revenues | $ | $ | $ | $ | |||
Expenses | |||||||
Data sharing expenses(1) | |||||||
Corporate allocations from Parent(2) | |||||||
Total expenses | $ | $ | $ | $ | |||
Related party loan interest expense, net | |||||||
(1)Data sharing expenses are included in Operating-related expenses within the condensed combined statements of income.
(2)Corporate allocations are included in Selling and general expenses within the condensed combined statements of income. The three and six months
ended June 30, 2026 included $15 million and $22 million, respectively, of transaction costs, and $2 million of severance and other employee
related costs in both periods in 2026.
Data Sharing Revenue and Expenses
The Company participates in data sharing arrangements with S&P Global, in which customer data is collected,
synthesized, and distributed throughout the S&P Global organization. Historically, the Company has recorded revenue and
expenses related to these arrangements that were eliminated in consolidation by S&P Global, as such transactions were
intercompany in nature. Such amounts have been reinstated for purposes of the condensed combined financial statements
and treated as related-party in nature.
Corporate Allocations
The Company has historically operated as part of S&P Global and not as a stand-alone company. Certain shared costs
have been allocated to the Company by S&P Global and are reflected as expenses in these financial statements. The
condensed combined statements of income of the Company reflect allocations of general corporate expenses from S&P
Global, certain of which were not historically allocated to the Company, including, but not limited to, executive
management, finance, legal, information technology, human resources, corporate initiatives, and other shared services.
Allocations made for such shared services based on direct usage when identifiable, and otherwise on a pro-rata basis of
15
Table of Contents
combined revenue or headcount and other measures, were $36 million and $24 million for the three months ended June 30,
2026 and 2025, respectively, and $64 million and $46 million for the six months ended June 30, 2026 and 2025,
respectively, within Selling and general expenses in the condensed combined statements of income. Management considers
these allocations to be a reasonable representation of the utilization of services by or the benefits provided to the Company.
Historically, a portion of these allocated corporate expenses between S&P Global and the Company was settled in
cash through transfer pricing arrangements. For any balances that were historically cash-settled, the balances are reflected
as Due from related parties, current and Due to related parties, current in the condensed combined balance sheets, while
any balances that were historically not settled in cash are reflected as a component of Parent company investment in the
condensed combined balance sheets.
During the three and six months ended June 30, 2026, Mobility Global recorded $36 million and $57 million,
respectively, of transaction costs related to the stand-up of Mobility Global as a stand-alone entity incurred prior to the
Separation, of which approximately $15 million and $22 million, respectively, was allocated to the Company from S&P
Global. For both the three and six months ended June 30, 2025, Mobility Global recorded $2 million of transactions related
to the stand-up of Mobility Global as a stand-alone entity incurred prior to the Separation, which was allocated to the
Company from S&P Global. These transaction costs correspond to costs incurred by S&P Global that are directly
attributable to Mobility Global, such as employee retention-related costs and costs to establish certain stand-alone
functions.
Canada Carfax Loan
On October 1, 2018, Carfax Canada ULC (“Carfax Canada”), a subsidiary of the Company, entered into a loan
agreement with IHS Canada Market ULC (“IHS Canada”), a subsidiary of S&P Global, under which IHS Canada granted
Carfax Canada a loan bearing interest at a rate of 6.0 % per annum with a principal amount of CAD$403 million (“Canada
Carfax Loan”). Canada Carfax Loan matures on October 5, 2027, and is payable in full with accrued interest at maturity.
As of December 31, 2025, the Company had an outstanding loan balance payable to S&P Global of $230 million, inclusive
of accrued interest, which was reflected in Due to related parties — non-current in the condensed combined balance sheets.
The Company recorded related party interest expense of $7 million and $7 million related to the Canada Carfax Loan for
the six months ended June 30, 2026 and 2025, respectively. No voluntary prepayments on the principal balance of the
Canada Carfax Loan were made during the six months ended June 30, 2026. During the six months ended June 30, 2025,
the Company made voluntary prepayments on the principal balance of $18 million. During the six months ended June 30,
2026 and 2025, the Company made payments of interest of $7 million and $7 million in each period. In connection with the
Restructuring Transactions, and in anticipation of the Separation, on June 25, 2026 S&P Global contributed the Canada
Carfax Loan to a subsidiary of the Company, and as a result the Company eliminated the Canada Carfax Loan and related
accrued interest balances from the condensed combined balance sheets as of June 30, 2026 in consolidation.
Parent Company Investment
Certain significant balances and transactions between the Company and S&P Global and its subsidiaries, which
include allocations of corporate general and administrative expenses, share-based compensation and other historical
intercompany activities, are recorded as components of Parent company investment, except for the transactions noted
above related to historically cash-settled arrangements between the Company and S&P Global. The changes in Parent
company investment also includes financing activities for capital transfers, cash sweeps, and other treasury services as
described above. The components of Parent company investment are as follows:
Three Months Ended June 30, | Six Months Ended June 30, | ||||||
(in millions) | 2026 | 2025 | 2026 | 2025 | |||
Cash pooling and general financing activities | $( | $( | $( | $( | |||
Unbilled corporate allocations | |||||||
Stock-based compensation | |||||||
Assumed income tax payments | |||||||
Net decrease in Parent company investment | $( | $( | $( | $( | |||
After the Separation on July 1, 2026, Parent company investment will decrease to zero and will instead be recorded
as Common stock and Additional paid-in capital, respectively, on the condensed combined balance sheets as of September
30, 2026 based on 294,821,320 shares of common stock outstanding of S&P Global as of June 15, 2026 and on the basis of
16
Table of Contents
a distribution ratio of one share of Mobility Global common stock for every share of S&P Global’s common stock. See
Note 10 — Subsequent Events for further information on the Separation.
The Separation
On July 1, 2026, S&P Global completed the Separation of Mobility Global by means of a tax-free, pro-rata
distribution of 100 % of common stock of Mobility Global to S&P Global’s existing shareholders as of June 15, 2026 (the
“Distribution”), and the transfer of certain assets and liabilities of the Spin Business to Mobility Global. On July 1, 2026,
S&P Global distributed one share of Mobility Global common stock for every share of S&P Global common stock held as
of the close of business on June 15, 2026, the record date for the Distribution. On July 1, 2026, Mobility Global became an
independent, publicly traded company under the stock symbol “MBGL” on the New York Stock Exchange. S&P Global
retained no ownership interest in Mobility Global.
As of the date of Separation, the primary source of cash on hand was generated by operations and net proceeds from
the issuance of the Senior Notes, after payment of a $2.0 billion dividend to S&P Global as consideration for the transfer of
certain assets, liabilities and entities to Mobility Global in connection with the Separation. See Note 4 — Debt for further
discussion.
Mobility Global and S&P Global entered a Separation and Distribution Agreement and several other agreements to
effect the Separation and provide a framework for Mobility Global’s relationship with S&P Global after the Separation.
These agreements provide for the allocation between Mobility Global and S&P Global of the assets, liabilities and
obligations of S&P Global and its subsidiaries, and will govern the relationship between Mobility Global and S&P Global
after the Separation. In addition to the Separation and Distribution Agreement, the other agreements that were entered into
with S&P Global include the Tax Matters Agreement, Transition Services Agreement, Employee Matters Agreement, and
other commercial arrangements. Following the Separation, the Company expects to rely on S&P Global for certain
transitional services under the Transition Services Agreement, including for information technology, finance, and human
resources. Costs associated with these services will be incurred on a different basis than historical allocations, and are
expected to decline as processes are transitioned to Mobility Global. In addition, the Company expects to incur incremental
stand-alone public company and corporate costs. As a result, historical results are not necessarily indicative of future
operating results.
The Company adopted the 2026 Long Term Incentive Plan (the “Stock Plan”). Outstanding S&P Global equity
awards held by individuals employed by or providing services to Mobility Global, or whose employment transferred to
Mobility Global in connection with and prior to the Separation, were converted into Mobility Global equity awards under
the Stock Plan in a manner that preserved intrinsic value based on the relative value of S&P Global common stock before
the Distribution and Mobility Global’s common stock after the Distribution. The terms of the converted equity awards,
including the grant period and vesting schedule, generally remained unchanged.
Dividend
In August 2026, the Company’s Board of Directors declared a quarterly dividend of $0.06 per share of common
stock to common stockholders of record at the close of business on August 27, 2026, payable on September 10, 2026.
17
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations for the three and six months ended
June 30, 2026 and 2025, should be read in conjunction with our unaudited condensed combined financial statements and
the notes thereto, included in this Quarterly Report on Form 10-Q and the audited combined financial statements included
in the Registration Statement. The following discussion and analysis includes forward-looking statements. These forward-
looking statements are subject to risks, uncertainties and other factors that could cause our actual results to differ
materially from those expressed or implied by the forward-looking statements. Factors that could cause or contribute to
these differences include, but are not limited to, those discussed elsewhere in this Quarterly Report on Form 10-Q and the
Registration Statement. See“Risk Factors” included in the Registration Statement.
Overview
We are a leading global provider of automotive data, insights, and technology solutions, serving a diverse client base
across the entire automotive value chain. Our offerings are designed to empower OEMs, suppliers, dealerships, F&I firms,
and aftermarket businesses with critical data, solutions, and insights to anticipate market changes, optimize operations, and
make informed decisions across the entire vehicle and consumer lifecycles.
Our core business is structured around two key segments:
CARFAX
Our CARFAX segment is comprised of our CARFAX business line. CARFAX is a premier consumer brand that
offers unparalleled vehicle history, valuation, and ownership information, fostering confidence and transparency for
millions of consumers and facilitating informed decisions for over 40,000 dealer customers as of December 31, 2025.
Segment revenue is primarily driven by the number of dealer locations enrolled in dealer subscription products (Advantage,
Car Listings, and CARFAX For Life), the average monthly price per location on each product, and the number of Banking
& Insurance Group (“BIG”) customers and their average monthly price per customer.
We expect to continue growing our product suite through cross product adoption and by launching new products. Our
brand investment is a key enabler of this growth. Continued investment in the CARFAX brand increases consumer trust
and awareness, generates direct leads to our listings platform, and expands our Car Care audience. Strong consumer
recognition also reinforces credibility with dealers and supports pricing power and retention across our product suite. We
also expect to expand our geographic presence across Canada and Europe through new product introductions, a consumer-
led model and strategic investments.
B2B
Our B2B segment comprises two business lines: Marketing & Sales and Strategy & Planning. Our B2B segment
delivers mission-critical data, analytics, and workflow tools that connect OEMs, dealer groups, suppliers, and adjacent
stakeholders, helping them plan products, optimize pricing and incentives, and activate marketing with enterprise-grade
accuracy. It is a predominantly subscription business with strong retention and broad penetration, differentiated by a unique
data estate (registration/ownership, pricing and incentives, vehicle identification number (“VIN”)/specs, global forecasts,
and supply chain/technology mapping) and solutions increasingly embedded in customer workflows. While mostly
recurring, B2B also includes selective transactional elements (for example, marketing campaigns, VIN pulls, and Recall
outreach) and is scaling new platform capabilities to drive upsell and margin expansion. The segment served 100% of the
top 40 global carmakers, 94% of the top 100 automotive suppliers, and 100% of the top 10 investment banks as of
December 31, 2025, according to internal data.
•Marketing & Sales: The Marketing & Sales business line provides gold-standard market analytics and consumer
purchasing predictions designed to enhance new vehicle sales and optimize dealer network performance. It offers a
comprehensive suite of solutions, including Polk Auto Solutions, Market Scan, various market reporting tools, and
the innovative Data Studio platform. These solutions assist national sales companies and dealers in predicting future
buyers, optimizing marketing efforts, and enhancing sales strategies through predictive modeling and statistical
analytics of vehicle buying patterns. Key drivers include dealer penetration for automotiveMastermind, new data
assets for Auto Insights market reporting, and supporting the digital retailing consumer experience for Market Scan.
The business line includes automotiveMastermind, a market-leading sales platform for dealers, providing
sophisticated buyer prediction and marketing solutions to help anticipate consumer behavior and optimize sales
strategies in the dynamic new car market, and Recall which provides turnkey, data-driven outreach programs that
18
Table of Contents
help OEMs and dealers identify current owners and execute multi-channel campaigns to maximize safety recall
completion rates with demonstrated lifts in remedy rates and strong dealer return on investment.
•Strategy & Planning: The Strategy & Planning business line is a leading independent provider of forecasts,
analytics, and strategic decision support for the global automotive industry. It leverages technology and data science
to offer unique insights, forecasts, and advisory services, supporting OEMs, automotive suppliers, and F&I firms
from vehicle forecasting and component analysis to strategic product development. Its foundation lies in our
analytical models, powering critical design and build decisions through vehicle and supply chain forecasting and
global reporting. Improvements in predictive analytics, machine learning (“ML”), and artificial intelligence (“AI”)
have continued to underpin progress in this business line, transforming raw information into actionable intelligence
for agile planning and competitive differentiation. Core offerings include Vehicle & Supply Chain Forecasting and
Global Reporting. Key products and capabilities include Forecast Adjustment and Simulation Tool (“FAST”),
Procurement IQ (“PIQ”), and our strategic investment in Digital Automotive (“DA”).
Our Business Model
We operate a predominantly subscription-based revenue model, complemented by selected non-subscription
(transactional) streams.
•Subscription: The majority of offerings across the business are sold on monthly, annual or multi-year
subscriptions, providing recurring revenue and high retentions. Examples include CARFAX dealer products
(Advantage vehicle history, Car Listings, CARFAX For Life), BIG solutions, B2B Marketing & Sales solutions
(automotiveMastermind, Market Reporting, Market Scan API priced by dealer rooftops) and Planning Solutions
(vehicle & supply chain forecasting, powertrain and technology, global reporting).
•Non-subscription (transactional): A smaller share of revenue comes from one-time or usage-based activities 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. Examples include CARFAX consumer pay-
per-report purchases, Planning Solutions one-time data deliveries and Marketing & Sales recall campaign outreach
that is volume-based. These transactional elements add flexibility for customers but are a minority of the portfolio
relative to subscriptions.
Key Factors Affecting Our Results of Operations
We believe that our performance and future success depend on a number of factors that present significant
opportunities for us but also pose risks and challenges, including those discussed below and under Item 1A “Risk Factors”
in the Registration Statement.
Accelerated Technological Advancements and Vehicle Complexity
Our revenues are significantly influenced by the profound transformation of the automotive industry, driven by
advancements such as EVs, Autonomous Vehicles (“AVs”) and software-defined vehicles (“SDVs”). This shift
significantly increases the complexity of vehicle planning, production, purchasing, and maintenance processes. The
integration of AI is powering new driving features like Advanced Driver Assistance Systems (ADAS) and is increasingly
adopted by auto manufacturers for optimizing product development, supply chains, and customer targeting. These trends
necessitate a higher demand for comprehensive and quality data to help OEMs and suppliers navigate new product choices,
manage inventory, and adapt to evolving consumer expectations. We believe our solutions, including specialized data for
EVs, SDVs, and component-level forecasts, are crucial to our customers in navigating these complexities.
Trends in Consumer Automotive Purchases
Our performance is influenced by evolving consumer preferences and their willingness to spend on automotive
products. Factors such as rising vehicle prices, potentially due to tariffs, can lead to shifts in demand for vehicle purchases
and changes in the relative demand for new versus used vehicles. Our ability to provide data and analytics that help OEMs
and dealers understand these shifts, identify high-intent buyers, and adapt their strategies to changing consumer
expectations is crucial for our continued success. This includes providing insights into how consumers respond to pricing,
incentives, and the increasing complexity of new vehicle technologies like EVs and AVs.
19
Table of Contents
Evolving Consumer Preferences and Omnichannel Engagement
Consumer purchasing journeys have become more sophisticated, characterized by a heightened focus on digital
engagement and a demand for personalized experiences. Consumers are increasingly informed, gathering information
online and through various touchpoints, and seeking tailored offers before making purchasing decisions. The rise of digital
retail and consumer empowerment means buyers expect transparency and control, leading to a greater reliance on verified
data sources. In this context, CARFAX Car Care serves as a critical digital engagement point with over 53 million
consumers as of December 31, 2025, informing their decisions about vehicles and related services by surfacing what
service is needed, when, and likely cost estimates ahead of choosing a dealer or aftermarket shop. Over time, this upstream
digital engagement will increasingly shape purchase and service choices before a consumer ever contacts a provider,
shifting information needs to be served in advance and not exclusively by the dealer. Our success depends on our ability to
provide the necessary data and analytics that enable OEMs and dealers to identify high-intent buyers, craft effective
marketing campaigns, and deliver personalized offers across an omnichannel landscape, while also meeting consumers in
these pre-dealer digital moments with trusted, decision-grade information.
Dynamic Supply Chain and Geopolitical Influences
Global supply chain disruptions can lead to increased costs for new vehicles, potentially shifting consumer demand
towards the used car market. Furthermore, the macro environment is significantly impacted by tariff policies, which have
led to substantial increases in trade-weighted tariff rates for automotive products, affecting demand purchasing patterns.
Our solutions are vital in helping our customers navigate this period of uncertainty by providing tariff scenario planning,
insights into cost changes, analytics for supply chain reconfiguration, and real-time understanding of localized price shifts.
The increased importance of used vehicle history reports in a tariff-affected market also underscores the value of our
CARFAX offerings.
Complex and Evolving Data Ecosystem Requiring Agile Planning and Data-Driven Solutions
The automotive industry demands real-time market data, granular and dynamic product insights, and flexible
forecasting tools capable of accounting for greater uncertainty and multiple scenarios. The adoption of AI and predictive
analytics further underscores the need for robust data platforms. Despite the increased data production, the industry’s
network of OEMs, suppliers, dealers, and consumers often faces challenges in accessing comprehensive and accurate
information due to fragmentation and a lack of trust.
We hold a distinctive position as a leading provider of data and insights across the entire vehicle lifecycle. We
believe our Strategy & Planning business line, offering independent forecasts and analytics, is essential for OEMs and
suppliers to make critical capital investment decisions, manage complex product portfolios, and respond swiftly to market
dynamics. Furthermore, our extensive data assets, established relationships, and trusted brands (such as CARFAX and
Polk) enable us to bridge data gaps, providing the breadth and depth of data across all customer segments and lifecycle
stages that are critical for continued relevance and growth.
Privacy laws continue to evolve at the state and federal level, which could impact the ability for companies to acquire
and use data with PII. Our long-standing history of strong data management practices and focus on compliance with data
privacy legislation has positioned us as a trusted steward of sensitive data with our customers and data suppliers such as the
state DMVs. The long-standing DPPA and its state equivalents govern the use of much of this sensitive data. The DPPA,
which has been in place for over three decades, is embedded in our culture and operations and has allowed us to build
industry critical systems to support essential services to the market such as Vehicle Reclass Services. Our established
custodianship of data for the automotive industry has allowed us to engage with legislative bodies as new privacy laws
emerge to advocate for appropriate exemptions and to ensure that access to such data continues to be governed by the
DPPA, helping us minimize the risk of impact on our business. See “Business—Regulation.”
Increased Competition
We face competition in each of our business segments and across the geographic markets in which we operate. While
we believe in the strength and importance of our offerings, our customers have the ability to switch to our competitors or
cease using our products. Competitive factors impacting our business include market dynamics and evolving customer
preferences, new product innovations and product development, pricing, cost inputs, and the ability to attract and retain
talented employees. We expect that the continued attractiveness of the markets in which we operate will encourage existing
and new competitors, which could increase competitive pressure over time. In addition, Chinese car manufacturers are
20
Table of Contents
expanding into global markets and intensifying competition for Western OEMs. This accelerates demand for the kind of
comprehensive, real-time forecasting, supply chain, and market analytics we provide (e.g., scenario planning and
competitive benchmarking), but it can also make it more challenging for us to deepen penetration with certain OEMs given
our U.S. base and evolving geopolitical and regulatory considerations. We intend to continue to focus on the breadth and
independence of our data, our global coverage, and our ability to serve multinational customers across regions to mitigate
these risks and capture the increased need for decision-grade insights.
Investing in Continued Innovation and Brand Awareness
Our success is dependent on our ability to continuously provide mission-critical data and insights to our customers,
informing their purchase, planning, manufacturing, and sales decisions. We are recognized as a pioneer in acquiring,
aggregating, and presenting data that offers unique insights within the automotive industry. This has allowed us to build
significant brand awareness and a strong reputation, notably through trusted brands like CARFAX and Polk. Within
CARFAX specifically, the cost of acquiring new customers is rising as major advertising platforms and vendors dial up
their monetization, increasing the expense to reach and convert consumers via paid digital channels. We intend to continue
to invest in brand and traffic generation efficiently (e.g., balancing brand media with performance spend) while expanding
proprietary data assets and improving technology delivery, so we can reach new customers and maintain our leading
position, especially as vehicle complexity increases with advancements in EVs, AVs, SDVs, and AI.
Deepening Relationships with Existing Customers and Acquiring New Customers
We have cultivated strong relationships with some of the world’s leading OEMs, suppliers, and dealers, and we are
committed to continuing to serve their evolving needs. We believe the increasing complexity within the automotive supply
chain and the heightened demands for comprehensive and quality data have made our solutions essential to our customers.
We are dedicated to providing additional solutions to address new problems, as evidenced by our planned initiatives to
launch new products and expand into extended core markets and adjacencies. While maintaining strong relationships with
our current clientele, our continued growth also relies on our ability to acquire new customers, including smaller suppliers,
EV and SDV players, and automotive startups. Our products are designed to be extensible, allowing us to easily scale with
new customers, and our success in this area will be driven by continued investment in our go-to-market strategies and
product capabilities.
Disciplined Capital Allocation and Portfolio Management
We expect to generate positive free cash flow, which we will use to invest in our business and to support balance
sheet flexibility that will allow us to pursue acquisitions, and return capital to shareholders, including paying dividends. We
actively assess our capital allocation opportunities and policy, and intend to take a disciplined and prudent approach to the
allocation of our capital.
We also actively review and refine our portfolio through acquisitions that support our businesses as well as
divestitures of assets that no longer match our strategic direction. We have demonstrated an ability to successfully acquire,
integrate, and scale businesses, and we intend to pursue a disciplined approach to acquisitions and partnerships that can
support our growth. We believe our cash flow generation and balance sheet will allow us to make acquisitions and
divestitures while still maintaining a disciplined approach to return capital to shareholders; however, the pursuit of
acquisitions and divestitures involves potential risks.
Basis of Presentation
The condensed combined financial statements have been prepared on a carve-out basis and are derived from the
consolidated financial statements and accounting records of S&P Global. The condensed combined financial statements
reflect our financial position, results of operations and cash flows as we were historically managed, in conformity with
GAAP and pursuant to the rules and regulations of the SEC.
On July 1, 2026, S&P Global completed the Separation of Mobility Global by means of a tax-free, pro-rata
distribution of 100% of our common stock to S&P Global’s existing shareholders as of June 15, 2026, and the transfer of
certain assets and liabilities of the Spin Business to us. Effective on July 1, 2026, we became an independent, publicly
traded company listed under the stock symbol “MBGL” on the New York Stock Exchange, and will report on a
consolidated stand-alone basis for subsequent periods. See Note 10 — Subsequent Events in this Quarterly Report on Form
10-Q for additional information regarding the Separation.
21
Table of Contents
Throughout the periods included in these condensed combined financial statements, we have operated as part of S&P
Global. The results for the interim periods are not necessarily indicative of results for the full year. All revenues and costs,
as well as assets and liabilities, directly associated with our business activity are recorded in these financial statements. The
condensed combined financial statements include certain assets and liabilities that have historically been held at the S&P
Global corporate level but are specifically identifiable or otherwise attributable to us. The condensed combined financial
statements also include allocations of certain expenses from S&P Global’s corporate functions to us. The allocations were
recorded on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis of combined
revenue, headcount, or other measures of ours or S&P Global. Management believes the assumptions underlying the
condensed combined financial statements, including the assumptions regarding allocating general corporate expenses, are
reasonable; however, the amounts are not necessarily representative of the amounts that would have been reflected in the
financial statements had we historically operated independently of S&P Global. See Note 9 — Related Party Transactions
and Parent Company Investment to the condensed combined financial statements in this Quarterly Report on Form 10-Q
for further discussion.
The condensed combined financial statements may not be indicative of future performance and do not necessarily
reflect what the condensed combined statements of income, balance sheets and statements of cash flows would have been
had we operated as a separate business during the periods presented. Actual costs that would have been incurred if we had
operated on a stand-alone basis would depend on multiple factors, including organizational structure and strategic decisions
made in various areas, including information technology and infrastructure. We are unable to quantify the amounts that we
would have recorded during the historical periods on a stand-alone basis as it is not practicable to do so.
Further, the historical financial statements are not necessarily indicative of our future results of operations, financial
condition, or cash flows as a stand-alone company. As a result of the Separation and costs associated with running an
independent, publicly traded company, we expect to incur expenditures that may vary from historical allocations, which
may have an impact on our profitability and operating cash flows. Following the Separation, S&P Global will continue to
provide some services to us on a transitional basis, generally for a period of up to 18 months, for an agreed upon fee
pursuant to a transition services agreement (“TSA”). We will incur non-recurring costs to establish stand-alone
infrastructure and processes and to replace services previously provided by S&P Global as we transition off the TSA,
ranging from $75 million to $110 million. As a stand-alone public company, we will also incur additional costs, including
for additional personnel and for corporate governance, which we expect to exceed costs that have been historically
allocated to us.
Components of Results of Operations
Revenue
Revenue primarily consists of subscription revenue, which is generated from products that provide data and insight
on future vehicle sales and production. Subscription revenue also includes a range of services to financial institutions, to
support marketing, insurance underwriting, and claims management. Subscription revenue is recognized ratably. Non-
subscription revenue includes transactional sales of data that are non-cyclical in nature and that are usually tied to
underlying business metrics such as vehicle manufacturers, marketing spend, or safety recall activity.
Operating-Related Expenses
Operating-related expenses primarily includes expenses related to cost of sales. These include direct costs associated
with revenue generating activities including employee compensation, rent, and utilities.
Selling and General Expenses
Selling and general expenses primarily includes costs associated with selling, marketing, office facilities, shared
services, employee compensation, technology and research and development, corporate allocations, and other
administrative costs.
Depreciation and Amortization
Depreciation and amortization include depreciation and amortization of our fixed and intangible assets.
22
Table of Contents
Interest Expense and Other, net
Interest expense, net primarily includes interest expense on our Senior Notes and interest income and expense related
to our related party loans prior to the Separation.
Provision for Income Taxes
Provision for income taxes includes income tax calculated on a separate return methodology, based on amounts
refundable or payable for the current year, and includes the results of any difference between GAAP accounting and tax
reporting, recorded as deferred tax assets or liabilities.
Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA is a non-GAAP measure and is defined as our Net income adjusted to exclude (1) interest
expense, net, (2) provisions for income taxes, (3) depreciation and amortization, (4) stock-based compensation,
(5) transaction costs related to the stand-up of the Spin Business in connection with the Separation, and (6) employee
severance charges and other costs that are not representative of the underlying economics of the periods presented. Net
income is the most directly comparable GAAP financial measure to Adjusted EBITDA. Adjusted EBITDA margin is a
non-GAAP measure and refers to Adjusted EBITDA divided by GAAP revenue.
We believe the presentation of Adjusted EBITDA and Adjusted EBITDA margin provide useful measures for period-
over-period comparisons of our business, as they remove the effects of certain non-cash items and other non-recurring
costs that are not indicative of our core operating performance or results of operations. They are also measures that our
management relies upon to evaluate business performance.
Adjusted EBITDA and Adjusted EBITDA margin are not intended to be performance measures that should be
regarded as alternatives to, or more meaningful than, Net income and Net income margin as indicators of operating
performance. Adjusted EBITDA and Adjusted EBITDA margin should not be considered in isolation or as substitutes for
analysis of our results reported under GAAP. Adjusted EBITDA and Adjusted EBITDA margin, as we calculate them, may
not be comparable to similarly titled measures employed by other companies.
The following tables present a reconciliation of Net income, the most directly comparable financial statement
measure, to Adjusted EBITDA and Adjusted EBITDA margin by segment for the periods presented:
Three months ended June 30, 2026 | |||||||
(in millions) | CARFAX | B2B | Corporate | Total | |||
Net income (GAAP) | $53 | ||||||
Interest expense, net | 7 | ||||||
Provision for income taxes | 22 | ||||||
Operating profit (GAAP) | 101 | 3 | (22) | 82 | |||
Adjusted to add: | |||||||
Amortization of intangibles | 48 | 26 | — | 74 | |||
Depreciation | 2 | 1 | — | 3 | |||
Stock-based compensation | 2 | 3 | — | 5 | |||
Transaction costs | — | 20 | 16 | 36 | |||
Employee severance charges and other | — | — | 2 | 2 | |||
Adjusted EBITDA | $153 | $53 | $(4) | $202 | |||
% Adjusted EBITDA margin | 49% | 34% | N/M | 43% | |||
23
Table of Contents
Three months ended June 30, 2025 | |||||||
(in millions) | CARFAX | B2B | Corporate | Total | |||
Net income (GAAP) | $65 | ||||||
Interest expense, net | 4 | ||||||
Provision for income taxes | 27 | ||||||
Operating profit (GAAP) | 89 | 16 | (9) | 96 | |||
Adjusted to add: | |||||||
Amortization of intangibles | 48 | 26 | — | 74 | |||
Depreciation | 2 | 1 | — | 3 | |||
Stock-based compensation | 2 | 2 | — | 4 | |||
Transaction costs | — | — | 2 | 2 | |||
Employee severance charges and other | 1 | 4 | 4 | 9 | |||
Adjusted EBITDA | $142 | $49 | $(3) | $188 | |||
% Adjusted EBITDA margin | 49% | 33% | N/M | 43% | |||
Six months ended June 30, 2026 | |||||||
(in millions) | CARFAX | B2B | Corporate | Total | |||
Net income (GAAP) | $108 | ||||||
Interest expense, net | 10 | ||||||
Provision for income taxes | 45 | ||||||
Operating profit (GAAP) | 190 | 8 | (35) | 163 | |||
Adjusted to add: | |||||||
Amortization of intangibles | 95 | 53 | — | 148 | |||
Depreciation | 5 | 2 | — | 7 | |||
Stock-based compensation | 3 | 6 | — | 9 | |||
Transaction costs | — | 33 | 24 | 57 | |||
Employee severance charges and other | — | — | 2 | 2 | |||
Adjusted EBITDA | $293 | $102 | $(9) | $386 | |||
% Adjusted EBITDA margin | 48% | 33% | N/M | 42% | |||
Six months ended June 30, 2025 | |||||||
(in millions) | CARFAX | B2B | Corporate | Total | |||
Net income (GAAP) | $123 | ||||||
Interest expense, net | 7 | ||||||
Provision for income taxes | 50 | ||||||
Operating profit (GAAP) | 166 | 30 | (16) | 180 | |||
Adjusted to add: | |||||||
Amortization of intangibles | 95 | 53 | — | 148 | |||
Depreciation | 5 | 2 | — | 7 | |||
Stock-based compensation | 5 | 4 | — | 9 | |||
Transaction costs | — | — | 2 | 2 | |||
Employee severance charges and other | 1 | 4 | 6 | 11 | |||
Adjusted EBITDA | $272 | $93 | $(8) | $357 | |||
% Adjusted EBITDA margin | 48% | 32% | N/M | 42% | |||
Free Cash Flow
Free cash flow is a non-GAAP financial measure and reflects our cash provided by operating activities less capital
expenditures. Capital expenditures include purchases of property and equipment and additions to technology projects. Our
cash provided by operating activities is the most directly comparable GAAP financial measure to Free cash flow.
24
Table of Contents
We believe the presentation of Free cash flow allows our investors to evaluate the cash generated from our
underlying operations in a manner similar to the method used by management. We use Free cash flow to conduct and
evaluate our business because we believe it typically presents a more conservative measure of cash flows since capital
expenditures are considered a necessary component of ongoing operations. Free cash flow is useful for management
because it allows management to evaluate the cash available to us to make strategic acquisitions and investments.
The presentation of Free cash flow is not intended to be considered in isolation or as a substitute for the financial
information prepared and presented in accordance with GAAP. Free cash flow, as we calculate it, may not be comparable
to similarly titled measures employed by other companies.
The following table presents a reconciliation of our Cash provided by operating activities to Free cash flow for the
periods presented:
Six Months Ended June 30, | |||
(in millions) | 2026 | 2025 | |
Cash provided by operating activities | $189 | $233 | |
Capital expenditures | (12) | (8) | |
Free cash flow | $177 | $225 | |
Results of Operations
The following table summarizes our results of operations for the periods presented:
Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | ||||||||||||
(in millions) | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||
Revenue | $468 | $439 | $29 | 7% | $923 | $859 | $64 | 7% | |||||||
Expenses: | |||||||||||||||
Operating-related expenses | 134 | 132 | 2 | 2% | 270 | 259 | 11 | 4% | |||||||
Selling and general expenses | 175 | 134 | 41 | 31% | 335 | 265 | 70 | 26% | |||||||
Depreciation and amortization | 77 | 77 | — | —% | 155 | 155 | — | —% | |||||||
Total expenses | 386 | 343 | 43 | 13% | 760 | 679 | 81 | 12% | |||||||
Operating profit | 82 | 96 | (14) | (15)% | 163 | 180 | (17) | (9)% | |||||||
Interest expense, net | 7 | 4 | 3 | 75% | 10 | 7 | 3 | 43% | |||||||
Income before provision for income taxes | 75 | 92 | (17) | (18)% | 153 | 173 | (20) | (12)% | |||||||
Provision for income taxes | 22 | 27 | (5) | (19)% | 45 | 50 | (5) | (10)% | |||||||
Net income | $53 | $65 | $(12) | (18)% | $108 | $123 | $(15) | (12)% | |||||||
Adjusted EBITDA | $202 | $188 | 14 | 7% | $386 | $357 | 29 | 8% | |||||||
% Net income margin | 11% | 15% | 12% | 14% | |||||||||||
% Adjusted EBITDA margin | 43% | 43% | 42% | 42% | |||||||||||
N/M — Represents a change equal to or in excess of 100% or not meaningful
25
Table of Contents
Revenue
Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | ||||||||||||
(in millions) | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||
Revenue | $468 | $439 | $29 | 7% | $923 | $859 | $64 | 7% | |||||||
Subscription revenue | $383 | $358 | 25 | 7% | $755 | $701 | 54 | 8% | |||||||
Non-subscription revenue | $85 | $81 | 4 | 5% | $168 | $158 | 10 | 6% | |||||||
% of total revenue: | |||||||||||||||
Subscription revenue | 82% | 82% | 82% | 82% | |||||||||||
Non-subscription revenue | 18% | 18% | 18% | 18% | |||||||||||
U.S. revenue | $389 | $365 | 24 | 7% | $765 | $715 | 50 | 7% | |||||||
International revenue | $79 | $74 | 5 | 7% | $158 | $144 | 14 | 10% | |||||||
% of total revenue: | |||||||||||||||
U.S. revenue | 83% | 83% | 83% | 83% | |||||||||||
International revenue | 17% | 17% | 17% | 17% | |||||||||||
Revenue increased $29 million in the three months ended June 30, 2026 as compared to the three months ended June
30, 2025, and increased $64 million in the six months ended June 30, 2026 as compared to the six months ended June 30,
2025, primarily attributable to an increase in subscription revenue, driven primarily by price increases of approximately
$16 million and $36 million, respectively, and continued new business growth of approximately $8 million and
$20 million, respectively.
Expenses
Operating-Related Expenses
Operating-related expenses increased $2 million in the three months ended June 30, 2026 as compared to the three
months ended June 30, 2025, and increased $11 million in the six months ended June 30, 2026 as compared to the six
months ended June 30, 2025, primarily driven by higher strategic investments.
Selling and General Expenses
Selling and general expenses including Corporate unallocated expense, increased $41 million in the three months
ended June 30, 2026 as compared to the three months ended June 30, 2025, and increased $70 million in the six months
ended June 30, 2026 as compared to the six months ended June 30, 2025. Excluding the impact of higher transaction costs
associated with the stand-up of the Spin Business in connection with the Separation of $34 million, partially offset by
lower employee severance charges and other employee costs of $7 million, Selling and general expenses increased $14
million for the three months ended June 30, 2026, primarily driven by an increase in compensation costs. Excluding the
impact of higher transaction costs associated with the stand-up of the Spin Business in connection with the Separation of
$55 million, partially offset by lower employee severance charges and other employee costs of $9 million, Selling and
general expenses increased $24 million for the six months ended June 30, 2026, primarily driven by an increase in
advertising and promotion costs and, to a lesser extent, an increase in compensation costs.
Interest Expense, net
Interest expense, net increased $3 million for both the three and six months ended June 30, 2026 as compared to the
three and six months ended June 30, 2025, driven by interest expense on the Senior Notes in 2026 which were issued on
May 29, 2026, partially offset by interest income earned on proceeds from the Senior Notes. We expect interest expense,
net to increase in future periods due to the issuance of the Senior Notes.
Provision for Income Taxes
The effective income tax rate was 29.3% and 29.3% for the three months ended June 30, 2026 and 2025,
respectively, and 29.4% and 28.9% for the six months ended June 30, 2026 and 2025, respectively. The higher tax rate for
26
Table of Contents
the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily attributable to an
increase in the state and local tax rate.
On January 5, 2026, the Organisation for Economic Co-operation and Development (“OECD”) issued administrative
guidance outlining a framework under which U.S.-parented groups may be excluded from the application of the OECD’s
global minimum tax rules. Each member jurisdiction will need to adopt and enact this guidance into local law, and the
timing and manner of adoption may vary. We are continuing to monitor developments related to this guidance and will
evaluate the impact on our financial statements as additional information becomes available.
Adjusted EBITDA
Adjusted EBITDA increased $14 million in the three months ended June 30, 2026 as compared to the three months
ended June 30, 2025, and increased $29 million in the six months ended June 30, 2026 as compared to the six months
ended June 30, 2025, primarily attributable to revenue growth, partially offset by an increase in advertising and promotion
costs, an increase in compensation costs driven by annual merit increases, and an increase in strategic investments.
Segment Results of Operations
We operate our business as two reportable segments: CARFAX and B2B.
CARFAX
The following table provides Revenue and Adjusted EBITDA information for the periods presented:
Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | ||||||||||||
(in millions) | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||
Revenue | $312 | $289 | $23 | 8% | $610 | $564 | $46 | 8% | |||||||
Subscription revenue | $252 | $234 | 18 | 8% | $494 | $459 | 35 | 8% | |||||||
Non-subscription revenue | $60 | $55 | 5 | 9% | $116 | $105 | 11 | 10% | |||||||
% of total revenue: | |||||||||||||||
Subscription revenue | 81% | 81% | 81% | 81% | |||||||||||
Non-subscription revenue | 19% | 19% | 19% | 19% | |||||||||||
U.S. revenue | $265 | $246 | 19 | 8% | $518 | $482 | 36 | 7% | |||||||
International revenue | $47 | $43 | 4 | 9% | $92 | $82 | 10 | 12% | |||||||
% of total revenue: | |||||||||||||||
U.S. revenue | 85% | 85% | 85% | 85% | |||||||||||
International revenue | 15% | 15% | 15% | 15% | |||||||||||
Adjusted EBITDA | $153 | $142 | 11 | 8% | $293 | $272 | 21 | 8% | |||||||
% Adjusted EBITDA margin | 49% | 49% | 48% | 48% | |||||||||||
Revenue increased $23 million in the three months ended June 30, 2026 as compared to the three months ended June
30, 2025, and increased $46 million in the six months ended June 30, 2026 as compared to the six months ended June 30,
2025, primarily attributable to an increase in subscription revenue, which was primarily driven by price increases.
Adjusted EBITDA increased $11 million in the three months ended June 30, 2026 as compared to the three months
ended June 30, 2025, and increased $21 million in the six months ended June 30, 2026 as compared to the six months
ended June 30, 2025, primarily driven by revenue growth, partially offset by an increase in advertising and promotion
costs.
27
Table of Contents
B2B
The following table provides Revenue and Adjusted EBITDA information for the periods presented:
Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | ||||||||||||
(in millions) | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||
Revenue | $156 | $150 | $6 | 4% | $313 | $295 | $18 | 6% | |||||||
Subscription revenue | $131 | $124 | 7 | 6% | $261 | $242 | 19 | 8% | |||||||
Non-subscription revenue | $25 | $26 | (1) | (4)% | $52 | $53 | (1) | (2)% | |||||||
% of total revenue: | |||||||||||||||
Subscription revenue | 84% | 83% | 83% | 82% | |||||||||||
Non-subscription revenue | 16% | 17% | 17% | 18% | |||||||||||
U.S. revenue | $124 | $119 | 5 | 4% | $247 | $233 | 14 | 6% | |||||||
International revenue | $32 | $31 | 1 | 3% | $66 | $62 | 4 | 6% | |||||||
% of total revenue: | |||||||||||||||
U.S. revenue | 79% | 79% | 79% | 79% | |||||||||||
International revenue | 21% | 21% | 21% | 21% | |||||||||||
Adjusted EBITDA | $53 | $49 | 4 | 8% | $102 | $93 | 9 | 10% | |||||||
% Adjusted EBITDA margin | 34% | 33% | 33% | 32% | |||||||||||
Revenue increased $6 million in the three months ended June 30, 2026 as compared to the three months ended June
30, 2025, and increased $18 million in the six months ended June 30, 2026 as compared to the six months ended June 30,
2025, primarily attributable to an increase in subscription revenue, which was primarily due to continued new business
growth.
Adjusted EBITDA increased $4 million in the three months ended June 30, 2026 as compared to the three months
ended June 30, 2025, and increased $9 million in the six months ended June 30, 2026 as compared to the six months ended
June 30, 2025, primarily driven by revenue growth partially offset by an increase in compensation costs driven by annual
merit increases.
Liquidity and Capital Resources
Historically, we have generated cash from operating activities. The majority of our operations historically
participated in the United States and international cash management and funding arrangements managed by S&P Global,
where cash was swept from our balance sheet daily, and cash to meet our operating and investing needs was provided as
needed from S&P Global.
Following the Separation from S&P Global, our ability to fund our operating needs will depend on our ongoing
ability to generate cash flow from operating activities and our access to the bank and capital markets. We believe that our
cash and cash equivalents as of June 30, 2026, together with future cash from operating activities, borrowing capacity
under the Credit Facility, and access to capital markets, will provide adequate resources to meet all of our current and long-
term obligations as they come due, including the Senior Notes, and sufficient liquidity to fund capital expenditures and
working capital, pay dividends to our stockholders, and to execute our business strategy.
If our cash flows from operations are less than we require, we may need to incur debt or issue equity. From time to
time, we may need to access the long-term and short-term capital markets to obtain financing. Although we believe that the
arrangements in place at the time of the Separation will permit us to finance our operations on acceptable terms and
conditions, our access to, and the availability of, financing on acceptable terms and conditions in the future will be affected
by many factors, including: (i) our credit ratings, (ii) the liquidity of the overall capital markets, and (iii) the current state of
the economy. There can be no assurance that we will continue to have access to the capital markets on terms acceptable to
us. See Item 1A, “Risk Factors” included in our Registration Statement.
28
Table of Contents
Common Stockholder Dividends
Our intention is to pay dividends to holders of our common stock in an amount of $0.06 per common share on a
quarterly basis. The declaration and payment of dividends to holders of our common stock will be at the sole discretion of
our Board of Directors and subject to adjustment by amounts determined by our Board of Directors to be necessary or
appropriate to provide for our business needs and to comply with applicable law. Our dividend policy may be changed at
any time.
Description of Certain Indebtedness
As of June 30, 2026, the carrying value of our outstanding debt totaled $2.0 billion, which consisted of our 5.050%
Senior notes due 2029 (the “2029 Notes”), our 5.450% Senior notes due 2031 (the “2031 Notes”), and our 6.050% Senior
notes due 2036 (the “2036 Notes” and, together with the 2029 Notes and the 2031 Notes, the “Senior Notes”). Interest on
the Senior Notes is payable semi-annually in arrears on June 15 and December 15 of each year, commencing December 15,
2026.
We also have a $500 million revolving credit facility (the “Credit Facility”) that is available for general corporate
purposes as of July 1, 2026. We have the option to increase the capacity under the Credit Facility by up to $250 million
above the current committed amount, subject to lender participation and customary closing conditions. The Credit Facility
requires that we pay certain facility fees on the aggregate unused commitments under the Credit Facility and certain letter
of credit issuance and fronting fees.
See Note 4 — Debt for further discussion of our debt.
Cash Flow Overview
Cash and cash equivalents were $186 million and $40 million as of June 30, 2026 and 2025. Details of our cash flows
are included in the table below.
Six Months Ended June 30, | |||
(in millions) | 2026 | 2025 | |
Cash provided by operating activities | $189 | $233 | |
Cash used for investing activities | (15) | (11) | |
Cash used for financing activities | (25) | (210) | |
Effect of exchange rate changes on cash | (1) | 1 | |
Net change in cash and cash equivalents | $148 | $13 | |
Operating Activities
Cash provided by operating activities was $189 million for the six months ended June 30, 2026, compared to $233
million for the six months ended June 30, 2025. The decrease in Cash provided by operating activities was primarily due to
a net decrease in cash provided by working capital accounts.
Investing Activities
Cash used for investing activities was $15 million for the six months ended June 30, 2026, compared to $11 million
for the six months ended June 30, 2025. The increase in Cash used for investing activities was primarily due to higher cash
used for capital expenditures in 2026.
Financing Activities
Cash flows from financing activities primarily comprised the issuance of the Senior Notes and transfers from and to
S&P Global. The components of net transfers include: (i) cash pooling and general financing activities, including the
payment of a dividend to S&P Global as consideration for the transfer of certain assets, liabilities and entities to Mobility
Global in connection with the Restructuring Transactions, (ii) charges for income taxes that we assumed to be settled with
S&P Global, and (iii) allocations of S&P Global’s corporate expenses, which were effectively settled for cash at the time of
the transaction. See Note 10 — Related Party Transactions and Parent Company Investment to the audited combined
29
Table of Contents
financial statements included in our Registration Statement and Note 9 — Related Party Transactions and Parent Company
Investment to the condensed combined financial statements in this Quarterly Report on Form 10-Q for further discussion.
Cash used for financing activities was $25 million for the six months ended June 30, 2026 compared to cash used for
financing activities of $210 million for the six months ended June 30, 2025. The decrease in cash used for financing
activities was primarily attributable to the issuance of the Senior Notes in 2026, partially offset by net increase in transfers
to S&P Global, primarily driven by the dividend paid to S&P Global in connection with the Restructuring Transactions.
Contractual Obligations
We typically have various contractual obligations, which are recorded as liabilities in our condensed combined
balance sheets, while other items, such as certain purchase commitments and other executory contracts, are not recognized,
but are disclosed herein. There were no material changes to what was disclosed in the audited combined financial
statements included in the Registration Statement.
Critical Accounting Policies and Estimates
There have been no significant additions or changes to the methods, estimates and judgments set forth under the
heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting
Policies and Estimates” included in Exhibit 99.1 to our Registration Statement.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
Quantitative and qualitative disclosures about market risk appear in “Management’s Discussion and Analysis of
Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures about Market Risk,” included in
Exhibit 99.1 to our Registration Statement. There have been no material changes during the quarter ended June 30, 2026 to
this information as disclosed in our Registration Statement.
Effective on July 1, 2026, the Company entered into a foreign currency forward contract terminating on September
30, 2026 to effectively hedge the fluctuation in foreign currency rates between USD and CAD in connection with the
Canada Carfax Loan.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), the Company carried out an evaluation, under the supervision and with the participation of management, including
the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the
Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. There are inherent limitations to
the effectiveness of any system of disclosure controls and procedures. No matter how well designed and operated,
disclosure controls and procedures can provide only reasonable, rather than absolute, assurance of achieving the desired
control objectives. Based on the foregoing, the Chief Executive Officer and the Chief Financial Officer have concluded
that, as of the end of such period, these disclosure controls and procedures were effective. For the six months ended June
30, 2026, the Company relied on certain processes and internal controls over financial reporting performed by S&P Global.
Management’s Report on Internal Controls Over Financial Reporting
This Quarterly Report on Form 10-Q does not include a report of management’s assessment regarding internal
control over financial reporting or an attestation report of our independent registered public accounting firm due to a
transition period established by rules of the SEC for newly public companies.
30
Table of Contents
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
For a discussion of certain legal proceedings, see Note 8 — Commitments and Contingencies to the condensed
combined financial statements in this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors
The risk factors that affect our business and financial results are set forth under Item 1A, “Risk Factors,” in the
Registration Statement. There have been no material changes to the risk factors from those described in the Registration
Statement. We wish to caution the reader that the risk factors discussed in Item 1A, “Risk Factors” in the Registration
Statement and those described in this report or other SEC filings could cause actual results to differ materially from those
stated in any forward-looking statements.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
The following documents are filed as exhibits hereto:
Exhibit Number | Exhibit Title | |
2.1+ | Separation and Distribution Agreement between S&P Global Inc. and Mobility Global Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on July 1, 2026) | |
3.1 | Amended and Restated Articles of Incorporation of Mobility Global Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 1, 2026) | |
3.2 | Amended and Restated Bylaws of Mobility Global Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on July 1, 2026) | |
10.1+ | Transition Services Agreement between S&P Global Inc. and Mobility Global Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 1, 2026) | |
10.2+ | Tax Matters Agreement between S&P Global Inc. and Mobility Global Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on July 1, 2026) | |
10.3† | Employee Matters Agreement between S&P Global Inc. and Mobility Global Inc. (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on July 1, 2026) | |
10.4†+ | Offer Letter of William W. Eager dated July 28, 2025 (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form 10 filed on May 27, 2026) | |
10.5†+ | Offer Letter of Matthew A. Calderone dated December 2, 2025 (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form 10 filed on May 27, 2026) | |
10.6†+ | Offer Letter of Scott Fredericks dated November 17, 2025 (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form 10 filed on May 27, 2026) | |
31
Table of Contents
10.7†+ | Offer Letter of Joseph S. LaFeir dated November 10, 2025 (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form 10 filed on May 27, 2026) | |
10.8†+ | Offer Letter of Tasha Matharu dated January 21, 2026 (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form 10 filed on May 27, 2026) | |
10.9† | Mobility Global Inc. 2026 Long Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 filed on July 1, 2026) | |
10.10 | Form of Indemnification Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form 10 filed on May 27, 2026) | |
10.11† | Retention Letter of Joseph S. LaFeir dated May 6, 2025 (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form 10 filed on May 27, 2026) | |
10.12† | Retention Letter of Tasha Matharu dated August 7, 2025 (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form 10 filed on May 27, 2026) | |
10.13 | Revolving Credit Agreement by and among Mobility Global Inc. and the Lenders named therein dated May 6, 2026 (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form 10 filed on May 27, 2026) | |
10.14* | Indenture by and among Mobility Global Inc. and The Bank of New York Mellon Trust Company, N.A. | |
10.15* | First Supplemental Indenture by and among Mobility Global Inc. and The Bank of New York Mellon Trust Company, N.A. | |
10.16* | Registration Rights Agreement by and among Mobility Global Inc. and the Initial Purchasers named therein | |
10.17*† | Mobility Global Inc. Annual Incentive Plan, adopted as of June 24, 2026. | |
10.18*† | Mobility Global Inc. Executive Severance Plan, effective as of July 1, 2026. | |
21.1 | Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Registrant’s Registration Statement on Form 10 filed on May 27, 2026) | |
31.1* | Certification of the principal executive officer pursuant to Rule 13a – 14(a). | |
31.2* | Certification of the principal financial officer pursuant to Rule 13a – 14(a). | |
32.1** | Certification of the principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2** | Certification of the principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS | Inline XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
104 | The cover page from Mobility Global Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL (included within the Exhibit 101 attachments |
* Filed herewith.
** Furnished herewith.
†Management contract or compensatory plan or arrangement in which directors and/or executive officers are eligible
to participate.
+Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of
Regulation S-K.
32
Table of Contents
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Mobility Global Inc. | ||
By: | /s/ Matthew A. Calderone | |
Name: Matthew A. Calderone | ||
Title: Chief Financial Officer (on behalf of the registrant and as principal financial officer) | ||
Date: August 7, 2026 | ||