Mobility Global Q3 net income falls to $42M
Nine-month cash provided by operating activities was $394 million, and cash and cash equivalents stood at $351 million at September 30, 2026.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Mobility Global Inc. (MBGL) reported third-quarter revenue of $478 million, versus $445 million a year earlier, while net income was $42 million, versus $71 million. Adjusted EBITDA was $195 million, compared with $191 million. For the first nine months, revenue was $1.401 billion versus $1.304 billion, and net income was $150 million versus $194 million. The 2026 nine-month results combine six months before and three months after the July 1, 2026 separation; 2025 results are combined historical results.
Mobility Global completed its separation from S&P Global on July 1, 2026. At September 30, 2026, it reported $351 million of cash and cash equivalents and $1.981 billion of long-term debt; nine-month operating cash flow was $394 million and free cash flow was $363 million. In October, the board authorized repurchases of up to $800 million; no repurchases had been made under the program since inception. It also declared a $0.06 quarterly dividend payable December 14, 2026, to holders of record November 30, 2026. The company says it will incur approximately $100 million in non-recurring costs to establish stand-alone infrastructure and replace services previously provided by S&P Global.
1 point · 0 major0 major · 2 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate pointThird-quarter revenue was $478 million, compared with $445 million a year earlier.
Negative
- Moderate pointThird-quarter net income was $42 million, compared with $71 million a year earlier.
- Moderate point. Forward-looking: it has not happened yet and may not happen.Stand-alone infrastructure and transition costs of approximately $100 million are expected. 1.6% of market cap
Filing Explained
A $500 million revolving facility provides borrowing capacity separate from reported long-term debt.
The third-quarter results reflect Mobility Global’s consolidated, post-separation accounts; unlike the combined year-earlier quarter, they contain no corporate allocations from S&P Global.
A separate
Key Figures
Revenue: $478 million
Net income: $42 million
Adjusted EBITDA: $195 million
+5 more
8 metrics
Revenue
$478 million
Three months ended September 30, 2026; $445 million in 2025
Net income
$42 million
Three months ended September 30, 2026; $71 million in 2025
Adjusted EBITDA
$195 million
Three months ended September 30, 2026; $191 million in 2025
Cash provided by operating activities
$394 million
Nine months ended September 30, 2026
Free cash flow
$363 million
Nine months ended September 30, 2026
Cash and cash equivalents
$351 million
As of September 30, 2026
Long-term debt
$1,981 million
As of September 30, 2026
Share repurchase authorization
Up to $800 million
Authorized in October 2026
Key Terms
Remaining performance obligations, Adjusted EBITDA, amortized cost, Level II inputs, +1 more
5 terms
Remaining performance obligations financial
"transaction price allocated to remaining performance obligations"
Remaining performance obligations are the work a company still needs to complete for its customers, like finishing a service or delivering a product. It’s important because it shows how much future income the company has coming in from current agreements, giving a clearer picture of its ongoing business.
Adjusted EBITDA financial
"Adjusted EBITDA divided by GAAP revenue"
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.
amortized cost financial
"Senior Notes are issued at a discount and are recorded at amortized cost"
Amortized cost is an accounting method that shows the value of a loan or bond on a company’s books by starting with what was paid and then gradually adjusting that amount as principal is repaid and any extra fees or discounts are spread out over time. Think of it like tracking the remaining balance on a mortgage after each scheduled payment. For investors, it matters because it determines the reported value and earned interest of debt holdings, affecting income, balance sheet strength, and comparisons between companies.
Level II inputs financial
"measured using Level II inputs"
total net leverage ratio financial
"maintain a total net leverage ratio of not greater than 3.50 to 1.00"
Total net leverage ratio measures how much a company owes after using its cash, compared with the cash it generates in a year; it is usually calculated by subtracting cash from total debt and dividing that net debt by annual operating cash flow or earnings. Investors use it like a debt-to-income check for a household — a higher number means the company may struggle to cover obligations and is riskier, while a lower number suggests more cushion and financial flexibility.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue and net income did MBGL report for the third quarter of 2026?
Mobility Global reported $478 million in revenue and $42 million in net income for the three months ended September 30, 2026, compared with $445 million and $71 million, respectively, in 2025.
What is MBGL's share repurchase authorization?
In October 2026, the board authorized repurchases of up to $800 million of common stock. Repurchases may occur on the open market, in privately negotiated transactions, or as management otherwise determines. No repurchases had been made under the program since inception, and the authorization has no term.
When is MBGL's next dividend payable?
The board declared a quarterly dividend of $0.06 per share, payable December 14, 2026, to common stockholders of record at the close of business on November 30, 2026.
What are the interest rates and maturities of MBGL's senior notes?
Mobility Global issued $2.0 billion of senior notes on May 29, 2026: $650 million at 5.050% due 2029, $650 million at 5.450% due 2031, and $700 million at 6.050% due 2036.
AI-generated analysis. How Rhea-AI works. Not financial advice.
See more from StockTitan in Google Search and AI answers.
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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 September 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 |
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 x No o
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
As of November 9, 2026, there were 294,844,592 shares of common stock of the registrant outstanding.
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 “could,” “intend,” “may,” “might,” “will,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential,” “would” 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 Securities and Exchange Commission (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, “S&P Global” and “Former Parent” refer 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
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Table of Contents
Page | |||
PART I - FINANCIAL INFORMATION | |||
Item 1. | Financial Statements | 2 | |
Unaudited Condensed Financial Statements: | |||
Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2026 and 2025 | 2 | ||
Unaudited Condensed Statements of Comprehensive Income for the three and nine months ended September 30, 2026 and 2025 | 3 | ||
Unaudited Condensed Balance Sheets as of September 30, 2026 and December 31, 2025 | 4 | ||
Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2026 and 2025 | 5 | ||
Unaudited Condensed Statements of Equity for the three and nine months ended September 30, 2026 and 2025 | 6 | ||
Notes to the Unaudited Condensed Financial Statements | 8 | ||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 | |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 34 | |
Item 4. | Controls and Procedures | 35 | |
PART II - OTHER INFORMATION | |||
Item 1. | Legal Proceedings | 36 | |
Item 1A. | Risk Factors | 36 | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 36 | |
Item 3. | Defaults Upon Senior Securities | 36 | |
Item 4. | Mine Safety Disclosures | 36 | |
Item 5. | Other Information | 36 | |
Item 6. | Exhibits | 37 | |
Signatures | 38 | ||
See accompanying Notes to the Unaudited Condensed Financial Statements
2
Table of Contents
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MOBILITY GLOBAL INC.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||
(in millions, except per share amounts) | 2026 | 2025 | 2026 | 2025 | |||
Revenue | $ | $ | $ | $ | |||
Expenses: | |||||||
Operating-related expenses | |||||||
Selling and general expenses | |||||||
Depreciation | |||||||
Amortization of intangibles | |||||||
Total expenses | |||||||
Operating profit | |||||||
Interest expense and other, 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 Unaudited Condensed Financial Statements
3
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MOBILITY GLOBAL INC.
UNAUDITED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||
(in millions) | 2026 | 2025 | 2026 | 2025 | |||
Net income | $ | $ | $ | $ | |||
Other comprehensive income (loss): | |||||||
Foreign currency translation adjustments | ( | ( | |||||
Comprehensive income | $ | $ | $ | $ | |||
See accompanying Notes to the Unaudited Condensed Financial Statements
4
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MOBILITY GLOBAL INC.
UNAUDITED CONDENSED BALANCE SHEETS
(in millions, except share and per share amounts) | September 30, 2026 | December 31, 2025 | |
ASSETS | |||
Current assets: | |||
Cash and cash equivalents | $ | $ | |
Accounts receivable, net of allowance for doubtful accounts | |||
Prepaid and other current assets | |||
Total current assets | |||
Property and equipment, net of accumulated depreciation | |||
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 | |||
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 10) | |||
Equity: | |||
Common stock - $ and 2025, respectively. | |||
Additional paid-in capital | |||
Retained earnings | |||
Former Parent investment | |||
Accumulated other comprehensive income (loss) | ( | ||
Total equity | |||
Total liabilities and equity | $ | $ |
See accompanying Notes to the Unaudited Condensed Financial Statements
5
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MOBILITY GLOBAL INC.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, | |||
(in millions) | 2026 | 2025 | |
Operating Activities: | |||
Net income | $ | $ | |
Adjustments to reconcile net income to cash provided by operating activities: | |||
Depreciation | |||
Amortization of intangibles | |||
Deferred income taxes | ( | ( | |
Stock-based compensation | |||
Other | |||
Changes in operating assets and liabilities, net: | |||
Accounts receivable | ( | ||
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 | |||
Payment of deferred financing costs | ( | ||
Payment of dividends | ( | ||
Net transfers to Former 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 | $ | $ | |
See accompanying Notes to the Unaudited Condensed Financial Statements
6
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MOBILITY GLOBAL INC.
UNAUDITED CONDENSED STATEMENTS OF EQUITY
Common Stock | Former Parent Investment | Accumulated Other Comprehensive Income (Loss) | |||||||||||
(in millions, except per share amounts) | Shares | Amount | Additional Paid- in Capital | Retained Earnings | Total Equity | ||||||||
Balance as of December 31, 2025 | $ | $ | $ | $ | $( | $ | |||||||
Comprehensive income, net of tax | — | — | — | — | |||||||||
Net increase in Former Parent Investment | — | — | — | — | — | ||||||||
Balance as of March 31, 2026 | $ | $ | $ | $ | $( | $ | |||||||
Comprehensive income, net of tax | — | — | — | — | |||||||||
Net decrease in Former Parent Investment | — | — | — | — | ( | — | ( | ||||||
Balance as of June 30, 2026 | $ | $ | $ | $ | $ | $ | |||||||
Net income | — | — | — | — | — | ||||||||
Comprehensive loss, net of tax | — | — | — | — | — | ( | ( | ||||||
Net transfers from Former Parent, including Separation adjustments | — | — | — | — | ( | ( | |||||||
Issuance of common stock in connection with the Separation and reclassification of Former Parent Investment | — | ( | — | ||||||||||
Dividends to common stockholders ($ per share) | — | — | — | ( | — | — | ( | ||||||
Stock-based compensation | — | — | — | — | — | ||||||||
Balance as of September 30, 2026 | $ | $ | $ | $ | $ | $ | |||||||
MOBILITY GLOBAL INC.
See accompanying Notes to the Unaudited Condensed Financial Statements
7
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UNAUDITED CONDENSED STATEMENTS OF EQUITY
Common Stock | Former Parent Investment | Accumulated Other Comprehensive Income (Loss) | |||||||||||
(in millions) | Shares | Amount | Additional Paid- in Capital | Retained Earnings | Total Equity | ||||||||
Balance as of December 31, 2024 | $ | $ | $ | $ | $ | $ | |||||||
Comprehensive income (loss), net of tax | — | — | — | — | ( | ||||||||
Net decrease in Former Parent Investment | — | — | — | — | ( | — | ( | ||||||
Balance as of March 31, 2025 | $ | $ | $ | $ | $ | $ | |||||||
Comprehensive income, net of tax | — | — | — | — | ( | ||||||||
Net decrease in Former Parent Investment | — | — | — | — | ( | — | ( | ||||||
Balance as of June 30, 2025 | $ | $ | $ | $ | $( | $ | |||||||
Comprehensive income, net of tax | — | — | — | — | |||||||||
Net decrease in Former Parent Investment | — | — | — | — | ( | — | ( | ||||||
Balance as of September 30, 2025 | $ | $ | $ | $ | $( | $ | |||||||
8
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NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
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.
The Company operates through two
•CARFAX — provides consumers, dealers, car service providers, and F&I firms 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 firms, powering product planning, supply-chain and technology decisions, market analytics, pricing and
incentives, and targeted customer activation.
Separation From S&P Global
On June 26, 2026, in anticipation of the Separation, the Company completed the Restructuring Transactions through
a legal entity reorganization. As a result of this reorganization, all the operating entities comprising the historical Mobility
business of S&P Global were included in Mobility Global as of and for the period ended June 30, 2026.
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 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.
In connection with the Separation, Mobility Global and S&P Global entered into 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 provided for the allocation between Mobility Global
and S&P Global of the assets, liabilities and obligations of S&P Global and its subsidiaries, and 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, and Employee Matters Agreement. Following the Separation, the Company relies 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.
Basis of Presentation
Accordingly, for periods prior to the Separation, the financial statements were prepared on a carve-out basis and derived
from the consolidated financial statements and accounting records of S&P Global. The financial statements for such
periods reflect the Company’s financial position, results of operations and cash flows as we were historically managed.
Accordingly, periods prior to the Separation are presented on a combined basis, and the periods subsequent to the
Separation are presented on a consolidated basis. Unless otherwise indicated, the consolidated and combined financial
statements are referred to herein as the “unaudited condensed financial statements”.
Following the Separation, the unaudited condensed financial statements include the consolidated accounts of the
Company and its wholly-owned subsidiaries and no longer include allocations from S&P Global. The Company believes
9
Table of Contents
the unaudited condensed 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. The following information is
relevant to the unaudited condensed financial statements:
•The unaudited condensed statements of operations and statements of comprehensive income for the three and nine
months ended September 30, 2026 consist of the Company’s consolidated results for the three months ended
September 30, 2026 and the combined results of the Company’s businesses for the six months ended June 30,
2026. The unaudited condensed statements of operations and statements of comprehensive income for the three
and nine months ended September 30, 2025 consist of the combined results of the Company’s businesses.
•The unaudited condensed balance sheet as of September 30, 2026 consists of the Company’s consolidated
balances, while the unaudited condensed balance sheet as of December 31, 2025 consists of the combined
balances of the Company’s businesses.
•The unaudited condensed statements of equity for the three and nine months ended September 30, 2026 consist of
the Company’s consolidated activity for the three months ended September 30, 2026 and the combined activity of
the Company’s businesses for the six months ended June 30, 2026. The unaudited condensed statements of equity
for the three and nine months ended September 30, 2025 consist of the combined activity of the Company’s
businesses.
•The unaudited condensed statement of cash flows for the nine months ended September 30, 2026 consists of the
Company’s consolidated results for the three months ended September 30, 2026 and the combined results of the
Company’s businesses for the six months ended June 30, 2026. The unaudited condensed statement of cash flows
for the nine months ended September 30, 2025 consists of the combined results of the Company’s businesses.
For periods prior to the Separation, all revenues and costs, as well as assets and liabilities, directly associated with the
business activity of the Company were recorded in the unaudited condensed financial statements. For such periods, the
unaudited condensed financial statements included certain assets and liabilities that had historically been held at the S&P
Global corporate level but were specifically identifiable or otherwise attributable to the Company. Such unaudited
condensed financial statements also included 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 unaudited condensed financial statements for periods prior to the Separation, including the
assumptions regarding allocating general corporate expenses, were reasonable; however, the amounts are not necessarily
representative of the amounts that would have been reflected in the unaudited condensed financial statements had the
Company operated independently of S&P Global during such periods. Following the Separation, the Company no longer
receives allocations of expenses from S&P Global. See Note 11 — Related Party Transactions and Former Parent
Investment.
For periods prior to the Separation, S&P Global’s net investment in the Company was presented as a component of
equity in the unaudited condensed financial statements. Distributions made by S&P Global to the Company or to S&P
Global from the Company were recorded as transfers from and to S&P Global, and the net amount was presented on the
unaudited condensed statements of cash flows as Net transfers to Former Parent. In connection with the Separation, on July
1, 2026, Former Parent Investment was reclassified into Common stock and Additional paid-in capital based on the
outstanding shares of Mobility Global’s common stock on July 1, 2026. Net transfers from Former Parent, including
Separation adjustments on the unaudited condensed statements of equity include adjustments to deferred tax liabilities
transferred from the Former Parent and corrections to certain foreign currency translation adjustments related to the
Separation.
For periods prior to the Separation, cash balances legally owned by Mobility Global were reflected in the unaudited
condensed financial statements. S&P Global had historically used a centralized approach to cash management and
financing of its operations. These arrangements were 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 was not included in the unaudited condensed
financial statements for periods prior to the Separation. These amounts had instead been reported as a component of
Former Parent Investment. Following the Separation, the Company maintains its own centralized cash management
arrangements independent of S&P Global.
10
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The accompanying unaudited condensed financial statements are prepared 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”). 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 were settled, with the exception of receivables from Mobility Global customers remitted to S&P Global that are
owed to Mobility Global which are reflected in Accounts receivable, net of allowance for doubtful accounts on the
unaudited condensed balance sheets as of September 30, 2026. The total net effect of the settlement of these transactions is
reflected in the unaudited condensed statements of cash flows in Net transfers to Former Parent as a financing activity and
in the unaudited condensed balance sheets as Former Parent Investment. Certain other historical intercompany transactions
between S&P Global and the Company have been classified as related party transactions, rather than Former Parent
Investment, as they were historically settled in cash.
For periods prior to the Separation, the unaudited condensed financial statements may not be indicative of future
performance and do not necessarily reflect what the unaudited condensed statements of operations, 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 unaudited condensed
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”).
Unearned Revenue and Remaining Performance Obligations
unearned revenue balance at September 30, 2026 compared to December 31, 2025 is primarily driven by cash payments
received in advance of satisfying our performance obligations, offset by $76 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 September 30, 2026, the aggregate amount of the transaction price allocated to remaining performance
obligations was $87 million. We expect to recognize the majority of revenue on the remaining performance obligations
over the next 12 months.
Derivative Instruments
related to certain intercompany financing arrangements denominated in currencies other than the functional currency of the
Company, which is the United States dollar. During the three months ended September 30, 2026, the Company used
foreign currency forward contracts to economically offset foreign currency remeasurement gains and losses associated with
a certain intercompany loan. The contracts are not designated as hedging instruments for accounting purposes under
Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging. Accordingly, changes in the fair value
of the contracts are recognized in earnings within Interest expense and other, net in the unaudited condensed statements of
Recently Issued or Adopted Accounting Pronouncements
(“ASU”) 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40), which 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. The Company is currently
evaluating the impact of adopting this guidance on its unaudited condensed financial statements.
In July of 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326), which provides
an optional practical expedient for estimating future credit losses based on current conditions as of the balance sheet date
and assuming those conditions do not change over the remaining life of the accounts receivable. This guidance is effective
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for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual
reporting periods, with early adoption permitted. The adoption of this guidance did not have a significant impact on the
Company’s unaudited condensed financial statements.
In November of 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income –
Express Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, 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, with early adoption permitted. The Company is currently evaluating
the impact of adopting this guidance on its disclosures.
Basic earnings per common share (“EPS”) is computed by dividing net income attributable to the common
shareholders of the Company by the weighted-average number of common shares outstanding. Diluted EPS is computed in
the same manner as basic EPS, except that the calculation includes the dilutive effect of the assumed vesting of outstanding
restricted stock units (“RSUs”) under the treasury stock method, except where the inclusion of such shares would have an
antidilutive impact. There were no
months ended September 30, 2026. Prior to the Separation on July 1, 2026, employee equity awards represented potential
shares of S&P Global common stock rather than the Company's common stock and were not included in the Company's
diluted EPS calculation.
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||
(in millions, except share and per share data) | 2026 | 2025 | 2026 | 2025 | |||
Net income attributable to common shareholders | $ | $ | $ | $ | |||
Weighted-average shares outstanding - basic (1) | |||||||
Effect of dilutive securities - RSUs | |||||||
Weighted-average shares outstanding - diluted | |||||||
Income per share: | |||||||
Basic | |||||||
Diluted | |||||||
(1)Shares outstanding as of June 30, 2026 were 294,821,318 , which was used to calculate both basic and diluted earnings per share for the three
and nine months ended September 30, 2025.
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(in millions) | September 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
unamortized original issue discount and debt issuance costs. Approximately $16 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
September 30, 2026, Accrued interest payable was $37 million and was included in Other current liabilities on the
unaudited condensed balance sheets. As of September 30, 2026, the fair value of the Senior Notes totaled $1.9 billion,
consisting of $637 million for the 2029 Notes, $632 million for the 2031 Notes, and $662 million for the 2036 Notes,
which were measured using Level II inputs. See Note 5 — Fair Value Measurements.
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. As of September 30, 2026, the Company was in compliance with all covenants under
the indenture governing the Senior Notes.
During the second quarter of 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 nine months ended September 30,
2026.
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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
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. As of September 30, 2026, the Company was in compliance with all
covenants under the credit agreement.
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 September 30, 2026, there were no outstanding borrowings under the Credit Facility.
the determination of fair values, as follows:
•Level I: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in
active markets.
•Level II: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active
markets, quoted prices for identical or similar assets or liabilities in inactive markets and inputs that are observable
for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
•Level III: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
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A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is
significant to the fair value measurement. The Company maintains a non-qualified deferred compensation plan for certain
employees. As of September 30, 2026, the related liability was approximately $7 million, which is measured at fair value
on a recurring basis using Level II inputs based on the value of the underlying investment options.
The carrying values of financial instruments, including cash and cash equivalents, trade receivables and accounts
payable, approximate their fair values due to their short-term maturities. The estimated fair values may not represent actual
values of the financial instruments that could be realized as of the balance sheet date or that will be realized in the future.
The effective income tax rate was 36.4 % and 31.5 % for the three and nine months ended September 30, 2026,
respectively, and 29.0 % and 28.9 % for the three and nine months ended September 30, 2025, respectively. The effective
tax rate for the three and nine months ended September 30, 2026 primarily comprised the U.S. federal statutory rate of
21.0%, state and local income taxes, non-deductible compensation, and the impact of valuation allowance against foreign
net operating losses. The effective tax rate for the three and nine months ended September 30, 2025 primarily comprised
the U.S. federal statutory rate of 21.0%, state and local income taxes, and income in foreign jurisdictions taxed at higher
statutory tax rates.
At the end of each interim period, the Company estimates the annual effective tax rate and applies that rate to its
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.
For periods prior to the Separation, the Company’s income tax provision was prepared following the separate return
method. The separate return method applies ASC Topic 740, Income Taxes, to the stand-alone financial statements of each
member of the consolidated group as if the group members were separate taxpayers. 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. As a result, the income taxes of the Company as presented in the accompanying unaudited condensed 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 Former Parent Investment for purposes of the accompanying unaudited
condensed financial statements.
Following the Separation, the Company’s income tax provision is prepared on a stand-alone basis including the
Company and its wholly-owned subsidiaries based on and reflective of the expected income tax return filing obligations
required by U.S. federal, state, and non-U.S. taxing authorities. As of September 30, 2026, accrued income taxes payable
was $38 million and was included in Other current liabilities on the unaudited condensed balance sheets.
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.
Stock-based Compensation
In connection with the Separation, 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
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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.
Stock-based compensation expense incurred by the Company was $9 million and $18 million for the three and nine
months ended September 30, 2026, respectively, and $7 million and $16 million for the three and nine months ended
September 30, 2025, respectively.
Dividends
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, which was paid on September 10,
2026. The declaration and payment of dividends to holders of the Company’s common stock is at the sole discretion of the
Company’s Board of Directors and subject to adjustment by amounts determined by the Board of Directors to be necessary
or appropriate to provide for the Company’s business needs and to comply with applicable law. The Company’s dividend
policy may be changed at any time.
Defined Contribution Plans
Prior to the Separation, the majority of employees of Mobility Global participated 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. In connection with the Separation, defined contribution plan liabilities representing obligations associated
with Mobility Global employees were transferred to a Mobility Global defined contribution plan effective in July 2026.
Expenses related to this plan for Mobility Global employees included in the unaudited condensed statements of operations
were $4 million and $6 million for the three months ended September 30, 2026 and 2025, respectively, and $17 million and
$18 million for the nine months ended September 30, 2026 and 2025, respectively. Expense associated with the allocation
of defined contribution expense for S&P Global corporate employees is included in the unaudited condensed statements of
operations through corporate allocations. See Note 11 — Related Party Transactions and Former Parent Investment.
The Company also sponsors a nonqualified deferred compensation plan that permits certain employees to defer
compensation in excess of limits applicable to qualified retirement plans. Participant account balances are credited with
earnings based on investment alternatives designated under the plan. As of September 30, 2026, liabilities related to the
plan were approximately $7 million and were included in Other current liabilities in the unaudited condensed balance
sheets.
The Company has two
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 the CODM evaluates performance of
the 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 and other, 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.
as for the Corporate category and total company.
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Three months ended September 30, 2026 | Three months ended September 30, 2025 | ||||||||||||||
(in millions) | CARFAX | B2B | Corporate | Total(2) | CARFAX | B2B | Corporate | Total(2) | |||||||
Revenue | $ | $ | $ | $ | $ | $ | $ | $ | |||||||
Less: segment expenses(1) | |||||||||||||||
Adjusted EBITDA | $ | $ | $( | $ | $ | $ | $( | $ | |||||||
Nine months ended September 30, 2026 | Nine months ended September 30, 2025 | ||||||||||||||
(in millions) | CARFAX | B2B | Corporate | Total(2) | CARFAX | B2B | Corporate | Total(2) | |||||||
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.
(2)Total column may not foot due to rounding.
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||
(in millions) | 2026 | 2025 | 2026 | 2025 | |||
Net income | $ | $ | $ | $ | |||
Interest expense and other, net | |||||||
Provision for taxes on income | |||||||
Depreciation and amortization | |||||||
Stock-based compensation | |||||||
Transaction costs | |||||||
Employee severance charges and other | |||||||
Adjusted EBITDA | $ | $ | $ | $ | |||
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Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | ||||||||||
(in millions) | CARFAX | B2B | Total(1) | CARFAX | B2B | Total(1) | |||||
Subscription | $ | $ | $ | $ | $ | $ | |||||
Non-subscription | |||||||||||
Total revenue | $ | $ | $ | $ | $ | $ | |||||
Timing of revenue recognition | |||||||||||
Services transferred at a point in time | $ | $ | $ | $ | $ | $ | |||||
Services transferred over time | |||||||||||
Total revenue | $ | $ | $ | $ | $ | $ | |||||
Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | ||||||||||
(in millions) | CARFAX | B2B | Total(1) | CARFAX | B2B | Total(1) | |||||
Subscription | $ | $ | $ | $ | $ | $ | |||||
Non-subscription | |||||||||||
Total revenue | $ | $ | $ | $ | $ | $ | |||||
Timing of revenue recognition | |||||||||||
Services transferred at a point in time | $ | $ | $ | $ | $ | $ | |||||
Services transferred over time | |||||||||||
Total revenue | $ | $ | $ | $ | $ | $ | |||||
(1)Total column may not foot due to rounding.
Three Months Ended September 30, | Nine Months Ended September 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.
Legal and 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 subject 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.
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Separation-Related Agreements
In connection with the Separation from S&P Global on July 1, 2026, the Company entered into a Separation and
Distribution Agreement and certain other agreements with S&P Global, including a Transition Services Agreement,
Employee Matters Agreement and Tax Matters Agreement. These agreements govern the allocation of assets, liabilities and
obligations between the parties and provide a framework for the relationship between the parties following the Separation.
Separation and Distribution Agreement
The Separation and Distribution Agreement sets forth the principal actions required to effect the Separation and
Distribution and governs certain aspects of the ongoing relationship between the Company and S&P Global following the
Separation. The agreement provides for, among other matters, the allocation and transfer of assets, liabilities and equity
interests associated with the Mobility business, the treatment of intercompany accounts, shared contracts, guarantees and
other corporate matters. The agreement also contains provisions relating to access to information, records retention,
confidentiality, intellectual property licensing, trademark transition matters, insurance matters, litigation cooperation,
indemnification and other matters intended to govern the relationship between the parties following the Distribution.
Transition Services Agreement
The Transition Services Agreement provides a framework under which S&P Global may provide specified transition
services to Mobility Global following the Separation. Such services include information technology, finance, accounting,
tax, treasury, human resources, payroll, facilities and other administrative support services generally for a period of up to
expenses S&P Global actually incurs in connection with providing the transition services (including a reasonable allocation
of overhead). Mobility Global may, subject to certain conditions, terminate any or all of the transition services.
Tax Matters Agreement
The Tax Matters Agreement governs the respective rights, responsibilities and obligations of the Company and S&P
Global with respect to tax matters following the Separation. The agreement addresses, among other matters, the allocation
of tax liabilities and tax attributes, responsibility for the preparation and filing of tax returns, tax audits and other tax
proceedings, information sharing and cooperation obligations, and tax-related indemnification obligations. The agreement
also includes provisions intended to preserve the intended tax-free treatment of the Separation and related transactions for
U.S. federal income tax purposes.
Employee Matters Agreement
The Employee Matters Agreement governs the respective rights, responsibilities and obligations of the Company and
S&P Global with respect to current and former employees, directors and consultants. The Employee Matters Agreement
sets forth general principles relating to employee matters in connection with the Separation, such as the assignment of
employees, the assumption and retention of liabilities and related assets, expense reimbursements, workers’ compensation,
leaves of absence, the provision of comparable benefits, employee service credit, the sharing of employee information and
duplication or acceleration of benefits.
Corporate Allocations
Prior to the Separation, the Company historically operated as part of S&P Global and not as a stand-alone company.
Certain shared costs were allocated to the Company by S&P Global and were reflected as expenses in these unaudited
condensed financial statements. The unaudited condensed statements of operations of the Company reflected 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 were based on direct usage when identifiable, and
otherwise on a pro-rata basis of combined revenue or headcount and other measures. Total allocations were $64 million
and $46 million for the six months ended June 30, 2026 and 2025, respectively, and were recorded in Selling and general
expenses in the unaudited condensed statements of operations. Included within the six months ended June 30, 2026 were
$22 million of transaction costs and $2 million of severance and other employee-related costs. Management considered
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these allocations to be a reasonable representation of the utilization of services by or the benefits provided to the Company.
Separation.
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 were reflected
as Due from related parties, current and Due to related parties, current in the unaudited condensed balance sheets, while
any balances that were historically not settled in cash were reflected as a component of Former Parent Investment in the
unaudited condensed balance sheets.
During the six months ended June 30, 2026, Mobility Global recorded $57 million of transaction costs related to the
stand-up of Mobility Global as a stand-alone entity, of which $22 million was allocated to the Company from S&P Global
for costs incurred prior to the Separation. During the six months ended June 30, 2025, Mobility Global recorded $2 million
of transaction costs 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 allocated 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”). The 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 unaudited condensed
balance sheets. In connection with the Restructuring Transactions, and in anticipation of the Separation, on June 25, 2026
IHS Canada 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 balance sheet as of June 30, 2026 in consolidation.
Former Parent Investment
Certain significant balances and transactions between the Company and S&P Global and its subsidiaries, which
included allocations of corporate general and administrative expenses, share-based compensation and other historical
intercompany activities, were recorded as components of Former Parent Investment, except for the transactions noted
above related to historically cash-settled arrangements between the Company and S&P Global. The changes in Former
Parent Investment also included financing activities for capital transfers, cash sweeps, and other treasury services as
described above, which were presented as Net transfers to Former Parent on the unaudited condensed statements of cash
flows.
Dividend
In October 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 November 30, 2026, payable on December 14, 2026.
Share Repurchase Program
In October 2026, the Board of Directors authorized and approved a share repurchase program to repurchase up to
$800 million in shares of the Company’s common stock, par value $0.01 per share, from time to time on the open market,
in privately negotiated transactions, or as may otherwise be determined by the Company’s management in its discretion.
No repurchases of the Company’s common stock have been made through the share repurchase program since inception.
The timing and amount of any shares repurchased will be determined by the Company’s management based on its
evaluation of market conditions, applicable legal requirements and other factors. There is no term associated with the
repurchase authorization.
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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 nine months ended
September 30, 2026 and 2025, should be read in conjunction with our unaudited condensed 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: Sales Solutions and Planning Solutions. 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.
•Sales Solutions: The Sales Solutions 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
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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.
•Planning Solutions: The Planning Solutions 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 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 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 Sales Solutions 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 electric vehicles (“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.
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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 Planning Solutions 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 of companies to acquire
and use data with personally identifiable information. 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 Driver’s Privacy Protection Act (“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” in our Registration Statement.
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
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and new competitors, which could increase competitive pressure over time. In addition, Chinese car manufacturers are
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.
Separation from S&P Global
On June 26, 2026, in anticipation of the Separation, we completed the Restructuring Transactions through a legal
entity reorganization. As a result of this reorganization, all the operating entities comprising the historical Mobility
business of S&P Global were included in Mobility Global as of and for the period ended June 30, 2026.
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 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
reports on a consolidated basis for the three months ended September 30, 2026, and will continue to do so for future
periods.
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In connection with the Separation, Mobility Global and S&P Global entered into 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 provided for the allocation between Mobility Global
and S&P Global of the assets, liabilities and obligations of S&P Global and its subsidiaries, and 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, and Employee Matters Agreement. Following the Separation, we 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, we expect to incur incremental stand-alone public
company and corporate costs. As a result, historical results are not necessarily indicative of future operating results.
Basis of Presentation
Prior to the Separation, Mobility Global operated as part of S&P Global and not as a stand-alone company.
Accordingly, for periods prior to the Separation, the financial statements were prepared on a carve-out basis and derived
from the consolidated financial statements and accounting records of S&P Global. The financial statements for such
periods reflect the Company’s financial position, results of operations and cash flows as we were historically managed.
Accordingly, periods prior to the Separation are presented on a combined basis, and the periods subsequent to the
Separation are presented on a consolidated basis. Unless otherwise indicated, the consolidated and combined financial
statements are referred to herein as the “unaudited condensed financial statements.”
Following the Separation, the unaudited condensed financial statements include the consolidated accounts of
Mobility Global and its wholly-owned subsidiaries and no longer include allocations from S&P Global. We believe the
unaudited condensed 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. The following information is
relevant to the unaudited condensed financial statements:
•The unaudited condensed statements of operations and statements of comprehensive income for the three and nine
months ended September 30, 2026 consist of the Company’s consolidated results for the three months ended
September 30, 2026 and the combined results of the Company’s businesses for the six months ended June 30,
2026. The unaudited condensed statements of operations and statements of comprehensive income for the three
and nine months ended September 30, 2025 consist of the combined results of the Company’s businesses.
•The unaudited condensed balance sheet as of September 30, 2026 consists of the Company’s consolidated
balances, while the unaudited condensed balance sheet as of December 31, 2025 consists of the combined
balances of the Company’s businesses.
•The unaudited condensed statements of equity for the three and nine months ended September 30, 2026 consist of
the Company’s consolidated activity for the three months ended September 30, 2026 and the combined activity of
the Company’s businesses for the six months ended June 30, 2026. The unaudited condensed statements of equity
for the three and nine months ended September 30, 2025 consist of the combined activity of the Company’s
businesses.
•The unaudited condensed statement of cash flows for the nine months ended September 30, 2026 consists of the
Company’s consolidated results for the three months ended September 30, 2026 and the combined results of the
Company’s businesses for the six months ended June 30, 2026. The unaudited condensed statement of cash flows
for the nine months ended September 30, 2025 consists of the combined results of the Company’s businesses.
For periods prior to the Separation, all revenues and costs, as well as assets and liabilities, directly associated with the
business activity of Mobility Global were recorded in the unaudited condensed financial statements. For such periods, the
unaudited condensed financial statements included certain assets and liabilities that had historically been held at the S&P
Global corporate level but were specifically identifiable or otherwise attributable to us. Such unaudited condensed financial
statements also included allocations of certain expenses from S&P Global’s corporate functions to Mobility Global. 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 Mobility Global or S&P Global. Management believes the assumptions
underlying the unaudited condensed financial statements for periods prior to the Separation, including the assumptions
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regarding allocating general corporate expenses, were reasonable; however, the amounts are not necessarily representative
of the amounts that would have been reflected in the unaudited condensed financial statements had Mobility Global
operated independently of S&P Global during such periods. Following the Separation, Mobility Global no longer receives
allocations of expenses from S&P Global. See Note 11 — Related Party Transactions and Former Parent Investment to the
unaudited condensed financial statements included in this Quarterly Report on Form 10-Q for additional information.
For periods prior to the Separation, S&P Global’s net investment in Mobility Global was presented as a component
of equity in the unaudited condensed financial statements. Distributions made by S&P Global to Mobility Global or to S&P
Global from Mobility Global were recorded as transfers from and to S&P Global, and the net amount was presented on the
unaudited condensed statements of cash flows as Net transfers to Former Parent. In connection with the Separation, on July
1, 2026, Former Parent Investment was reclassified into common stock and Additional paid-in capital based on the
outstanding shares of Mobility Global’s common stock on July 1, 2026. See Note 2 — Summary of Significant Accounting
Policies to the unaudited condensed financial statements included in this Quarterly Report on Form 10-Q for additional
information.
For periods prior to the Separation, cash balances legally owned by Mobility Global were reflected in the unaudited
condensed financial statements. S&P Global had historically used a centralized approach to cash management and
financing of its operations. These arrangements were not reflective of the manner in which Mobility Global 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, Mobility Global ceased its participation in S&P
Global’s cash pooling arrangements. Cash related to cash pooling arrangements was not included in the unaudited
condensed financial statements for periods prior to the Separation. These amounts had instead been reported as a
component of Former Parent Investment. Following the Separation, Mobility Global maintains its own centralized cash
management arrangements independent of S&P Global.
For periods prior to the Separation, the unaudited condensed financial statements may not be indicative of future
performance and do not necessarily reflect what the unaudited condensed statements of operations, 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 the Transition Services Agreement. 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 Transition Services
Agreement totaling approximately $100 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 usually tied to underlying business metrics such as vehicle
manufacturers, marketing spend, or safety recall activity.
Operating-Related Expenses
Operating-related expenses primarily include expenses related to cost of sales. These include direct costs associated
with revenue generating activities including employee compensation, rent, and utilities.
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Selling and General Expenses
Selling and general expenses primarily include 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.
Interest Expense and Other, net
Interest expense and other, 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
Prior to the Separation, the 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. Following the Separation, our
income tax provision is prepared on a stand-alone basis including Mobility Global and our wholly-owned subsidiaries
based on and reflective of the expected income tax return filing obligations required by U.S. federal, state, and non-U.S.
taxing authorities.
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
and other, 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 provides 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 and Net income margin, the most directly comparable
financial statement measures, to Adjusted EBITDA and Adjusted EBITDA margin, respectively, for the periods presented:
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Three months ended September 30, 2026 | |||||||
(in millions) | CARFAX | B2B | Corporate | Total (1) | |||
Net income (GAAP) | $42 | ||||||
Interest expense and other, net | 26 | ||||||
Provision for income taxes | 24 | ||||||
Operating profit (GAAP) | 101 | 13 | (23) | 92 | |||
Adjusted to add: | |||||||
Amortization of intangibles | 47 | 27 | — | 74 | |||
Depreciation | 2 | 2 | — | 4 | |||
Stock-based compensation | 3 | 3 | 3 | 9 | |||
Transaction costs | — | — | 16 | 16 | |||
Adjusted EBITDA | $153 | $45 | $(4) | $195 | |||
% Net income margin | 9% | ||||||
% Adjusted EBITDA margin | 49% | 27% | N/M | 41% | |||
Three months ended September 30, 2025 | |||||||
(in millions) | CARFAX | B2B | Corporate | Total | |||
Net income (GAAP) | $71 | ||||||
Interest expense and other, net | 4 | ||||||
Provision for income taxes | 29 | ||||||
Operating profit (GAAP) | 92 | 23 | (11) | 104 | |||
Adjusted to add: | |||||||
Amortization of intangibles | 48 | 26 | — | 74 | |||
Depreciation | 2 | 1 | — | 3 | |||
Stock-based compensation | 4 | 3 | — | 7 | |||
Transaction costs | — | — | 3 | 3 | |||
Employee severance charges and other | — | (1) | 1 | — | |||
Adjusted EBITDA | $146 | $52 | $(7) | $191 | |||
% Net income margin | 16% | ||||||
% Adjusted EBITDA margin | 50% | 34% | N/M | 43% | |||
Nine months ended September 30, 2026 | |||||||
(in millions) | CARFAX | B2B | Corporate | Total (1) | |||
Net income (GAAP) | $150 | ||||||
Interest expense and other, net | 36 | ||||||
Provision for income taxes | 69 | ||||||
Operating profit (GAAP) | 291 | 21 | (58) | 255 | |||
Adjusted to add: | |||||||
Amortization of intangibles | 142 | 80 | — | 222 | |||
Depreciation | 7 | 4 | — | 11 | |||
Stock-based compensation | 6 | 9 | 3 | 18 | |||
Transaction costs | — | 33 | 40 | 73 | |||
Employee severance charges and other | — | — | 2 | 2 | |||
Adjusted EBITDA | $446 | $147 | $(13) | $581 | |||
% Net income margin | 11% | ||||||
% Adjusted EBITDA margin | 48% | 31% | N/M | 41% | |||
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Nine months ended September 30, 2025 | |||||||
(in millions) | CARFAX | B2B | Corporate | Total | |||
Net income (GAAP) | $194 | ||||||
Interest expense and other, net | 11 | ||||||
Provision for income taxes | 79 | ||||||
Operating profit (GAAP) | 258 | 53 | (27) | 284 | |||
Adjusted to add: | |||||||
Amortization of intangibles | 143 | 79 | — | 222 | |||
Depreciation | 7 | 3 | — | 10 | |||
Stock-based compensation | 9 | 7 | — | 16 | |||
Transaction costs | — | — | 5 | 5 | |||
Employee severance charges and other | 1 | 3 | 7 | 11 | |||
Adjusted EBITDA | $418 | $145 | $(15) | $548 | |||
% Net income margin | 15% | ||||||
% Adjusted EBITDA margin | 49% | 32% | N/M | 42% | |||
(1)Numbers may not sum due to rounding.
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. Cash
provided by operating activities is the most directly comparable GAAP financial measure to Free cash flow.
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 Cash provided by operating activities to Free cash flow for the
periods presented:
Nine Months Ended September 30, | |||
(in millions) | 2026 | 2025 | |
Cash provided by operating activities | $394 | $377 | |
Capital expenditures | (31) | (16) | |
Free cash flow | $363 | $361 | |
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Results of Operations
The following table summarizes our results of operations for the periods presented:
Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||
(in millions) | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||
Revenue | $478 | $445 | $33 | 7% | $1,401 | $1,304 | $97 | 7% | |||||||
Expenses: | |||||||||||||||
Operating-related expenses | 105 | 129 | (24) | (19)% | 375 | 388 | (13) | (3)% | |||||||
Selling and general expenses | 203 | 135 | 68 | 50% | 538 | 400 | 138 | 35% | |||||||
Depreciation and amortization | 78 | 77 | 1 | 1% | 233 | 232 | 1 | —% | |||||||
Total expenses | 386 | 341 | 45 | 13% | 1,146 | 1,020 | 126 | 12% | |||||||
Operating profit | 92 | 104 | (12) | (12)% | 255 | 284 | (29) | (10)% | |||||||
Interest expense and other, net | 26 | 4 | 22 | N/M | 36 | 11 | 25 | N/M | |||||||
Income before provision for income taxes | 66 | 100 | (34) | (34)% | 219 | 273 | (54) | (20)% | |||||||
Provision for income taxes | 24 | 29 | (5) | (17)% | 69 | 79 | (10) | (13)% | |||||||
Net income | $42 | $71 | $(29) | (41)% | $150 | $194 | $(44) | (23)% | |||||||
Adjusted EBITDA | $195 | $191 | 4 | 2% | $581 | $548 | 33 | 6% | |||||||
% Net income margin | 9% | 16% | 11% | 15% | |||||||||||
% Adjusted EBITDA margin | 41% | 43% | 41% | 42% | |||||||||||
N/M — Represents a change equal to or in excess of 100% or not meaningful
Revenue
Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||
(in millions) | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||
Revenue | $478 | $445 | $33 | 7% | $1,401 | $1,304 | $97 | 7% | |||||||
Subscription revenue | $389 | $362 | 27 | 7% | $1,144 | $1,063 | 81 | 8% | |||||||
Non-subscription revenue | $89 | $83 | 6 | 7% | $257 | $241 | 16 | 7% | |||||||
% of total revenue: | |||||||||||||||
Subscription revenue | 81% | 81% | 82% | 82% | |||||||||||
Non-subscription revenue | 19% | 19% | 18% | 18% | |||||||||||
U.S. revenue | $397 | $368 | 29 | 8% | $1,162 | $1,083 | 79 | 7% | |||||||
International revenue | $81 | $77 | 4 | 5% | $239 | $221 | 18 | 8% | |||||||
% of total revenue: | |||||||||||||||
U.S. revenue | 83% | 83% | 83% | 83% | |||||||||||
International revenue | 17% | 17% | 17% | 17% | |||||||||||
Revenue increased $33 million, or 7%, in the three months ended September 30, 2026 as compared to the three
months ended September 30, 2025, and increased $97 million, or 7%, in the nine months ended September 30, 2026 as
compared to the nine months ended September 30, 2025. The increase in Revenue for the three months ended September
30, 2026 was primarily attributable to pricing actions of approximately $22 million, with the remainder primarily
attributable to net new business growth, including growth in non-subscription revenue, while the impact of foreign
currency translation was immaterial. The increase for the nine months ended September 30, 2026 was primarily attributable
to pricing actions of approximately $59 million, with the remainder primarily attributable to net new business growth,
including growth in non-subscription revenue, and the positive impact of foreign currency translation of approximately
$4 million. Pricing actions reflect the year-over-year change in amounts paid by existing customers for products subscribed
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to in both periods, net of discounts, including contractual rate changes and movement between subscription tiers. Net new
business growth reflected new customer growth and expansion within existing customer relationships, partially offset by
customer losses and reduced spending by certain existing customers.
Expenses
Operating-Related Expenses
Operating-related expenses decreased $24 million in the three months ended September 30, 2026 as compared to the
three months ended September 30, 2025, and decreased $13 million in the nine months ended September 30, 2026 as
compared to the nine months ended September 30, 2025, primarily attributable to lower compensation costs and strategic
investments, reflecting the alignment of certain functions from Operating-related expenses into Selling and general
expenses following the Separation.
Selling and General Expenses
Selling and general expenses, including Corporate unallocated expense, increased $68 million in the three months
ended September 30, 2026 as compared to the three months ended September 30, 2025, and increased $138 million in the
nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. Excluding the impact
of $13 million of higher transaction costs incurred in connection with the Separation, Selling and general expenses
increased $55 million for the three months ended September 30, 2026, primarily driven by higher compensation costs, an
increase in strategic investments, an increase in advertising and promotion costs, higher costs associated with operating as a
stand-alone public company, and the alignment of certain functions from Operating-related expenses into Selling and
general expenses following the Separation. Excluding the impact of $68 million of higher transaction costs incurred in
connection with the Separation, partially offset by lower employee severance charges and other employee costs of $9
million, Selling and general expenses increased $79 million for the nine months ended September 30, 2026, primarily
driven by higher compensation costs, an increase in strategic investments, an increase in advertising and promotion costs,
higher costs associated with operating as a stand-alone public company, and the alignment of certain functions from
Operating-related expenses into Selling and general expenses following the Separation.
Interest Expense and Other, net
Interest expense and other, net increased $22 million in the three months ended September 30, 2026 as compared to
the three months ended September 30, 2025, and increased $25 million in the nine months ended September 30, 2026 as
compared to the nine months ended September 30, 2025, primarily driven by interest expense on the Senior Notes in 2026
which were issued on May 29, 2026. The increase in the nine months ended September 30, 2026 was partially offset by
interest income earned on cash on hand.
Provision for Income Taxes
The effective income tax rate was 36.4% and 29.0% for the three months ended September 30, 2026 and 2025,
respectively, and 31.5% and 28.9% for the nine months ended September 30, 2026 and 2025, respectively. The higher
effective tax rate for the three and nine months ended September 30, 2026 was primarily attributable to an increase in the
state and local tax rate and an increase in non-deductible compensation.
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.
Net Income
Net income decreased $29 million in the three months ended September 30, 2026 as compared to the three months
ended September 30, 2025, and decreased $44 million in the nine months ended September 30, 2026 as compared to the
nine months ended September 30, 2025, primarily attributable to the factors described above.
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Adjusted EBITDA
Adjusted EBITDA increased $4 million in the three months ended September 30, 2026 as compared to the three
months ended September 30, 2025, and increased $33 million in the nine months ended September 30, 2026 as compared
to the nine months ended September 30, 2025, primarily attributable to revenue growth, partially offset by an increase in
advertising and promotion costs, an increase in compensation costs, and higher costs associated with operating as a stand-
alone company subsequent to the Separation.
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 September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||
(in millions) | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||
Revenue | $313 | $291 | $22 | 8% | $923 | $855 | $68 | 8% | |||||||
Subscription revenue | $252 | $235 | 17 | 7% | $746 | $694 | 52 | 7% | |||||||
Non-subscription revenue | $61 | $56 | 5 | 9% | $177 | $161 | 16 | 10% | |||||||
% of total revenue: | |||||||||||||||
Subscription revenue | 81% | 81% | 81% | 81% | |||||||||||
Non-subscription revenue | 19% | 19% | 19% | 19% | |||||||||||
U.S. revenue | $267 | $247 | 20 | 8% | $785 | $729 | 56 | 8% | |||||||
International revenue | $46 | $44 | 2 | 5% | $138 | $126 | 12 | 10% | |||||||
% of total revenue: | |||||||||||||||
U.S. revenue | 85% | 85% | 85% | 85% | |||||||||||
International revenue | 15% | 15% | 15% | 15% | |||||||||||
Adjusted EBITDA | $153 | $146 | 7 | 5% | $446 | $418 | 28 | 7% | |||||||
% Adjusted EBITDA margin | 49% | 50% | 48% | 49% | |||||||||||
Revenue increased $22 million, or 8%, in the three months ended September 30, 2026 as compared to the three
months ended September 30, 2025, and increased $68 million, or 8%, in the nine months ended September 30, 2026 as
compared to the nine months ended September 30, 2025. The increase in Revenue was primarily attributable to pricing
actions and growth in non-subscription revenue. For the three months ended September 30, 2026, the negative impact of
foreign currency translation on the increase in Revenue was approximately $1 million. For the nine months ended
September 30, 2026, the increase in Revenue was positively impacted by foreign currency translation of approximately
$2 million.
Adjusted EBITDA increased $7 million in the three months ended September 30, 2026 as compared to the three
months ended September 30, 2025, and increased $28 million in the nine months ended September 30, 2026 as compared
to the nine months ended September 30, 2025, primarily driven by revenue growth, partially offset by an increase in
advertising and promotion costs and higher costs associated with operating as a stand-alone company subsequent to the
Separation.
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B2B
The following table provides Revenue and Adjusted EBITDA information for the periods presented:
Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||
(in millions) | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||
Revenue | $164 | $154 | $10 | 6% | $477 | $449 | $28 | 6% | |||||||
Subscription revenue | $137 | $127 | 10 | 8% | $398 | $369 | 29 | 8% | |||||||
Non-subscription revenue | $27 | $27 | — | —% | $79 | $80 | (1) | (1)% | |||||||
% of total revenue: | |||||||||||||||
Subscription revenue | 84% | 82% | 83% | 82% | |||||||||||
Non-subscription revenue | 16% | 18% | 17% | 18% | |||||||||||
U.S. revenue | $130 | $121 | 9 | 7% | $377 | $354 | 23 | 6% | |||||||
International revenue | $34 | $33 | 1 | 3% | $100 | $95 | 5 | 5% | |||||||
% of total revenue: | |||||||||||||||
U.S. revenue | 79% | 79% | 79% | 79% | |||||||||||
International revenue | 21% | 21% | 21% | 21% | |||||||||||
Adjusted EBITDA | $45 | $52 | (7) | (13)% | $147 | $145 | 2 | 1% | |||||||
% Adjusted EBITDA margin | 27% | 34% | 31% | 32% | |||||||||||
Revenue increased $10 million, or 6%, in the three months ended September 30, 2026 as compared to the three
months ended September 30, 2025, and increased $28 million, or 6%, in the nine months ended September 30, 2026 as
compared to the nine months ended September 30, 2025. The increase in Revenue for the three months ended September
30, 2026 was primarily attributable to pricing actions, with the remainder attributable to net new business growth, while the
impact of foreign currency translation was immaterial. The increase in Revenue for the nine months ended September 30,
2026 was primarily attributable to net new business growth, with the remainder attributable to pricing actions and a
positive foreign currency translation of approximately $2 million.
Adjusted EBITDA decreased $7 million in the three months ended September 30, 2026 as compared to the three
months ended September 30, 2025, and increased $2 million in the nine months ended September 30, 2026 as compared to
the nine months ended September 30, 2025. The decrease for the three months ended September 30, 2026 was primarily
attributable to an increase in compensation costs and an increase in strategic investments, including the impact of cost
allocations from shared functions and higher costs associated with being a stand-alone company subsequent to the
Separation, partially offset by revenue growth. The increase for the nine months ended September 30, 2026 was primarily
attributable to revenue growth, which more than offset an increase in compensation costs and an increase in strategic
investments, including the impact of cost allocations from shared functions and higher costs associated with operating as a
stand-alone company subsequent to the Separation.
Liquidity and Capital Resources
Historically, we have generated cash from operating activities. The majority of our operations have 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 September 30, 2026, together with cash generated from operating activities and available
borrowing capacity under the Credit Facility, will be sufficient to fund our operations for at least the next twelve months.
Our anticipated liquidity requirements include funding capital expenditures, working capital, employee compensation, debt
service obligations, payments of dividends to our stockholders, share repurchases, and execution of 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
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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.
Common Stockholder Dividends
Beginning in the third quarter of 2026, we paid a dividend to holders of our common stock in an amount of $0.06 per
common share and it is our intention to continue to pay dividends to holders of our common stock 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.
Share Repurchase Program
In October 2026, the Board of Directors authorized and approved a share repurchase program to repurchase up to
$800 million in shares of our common stock, par value $0.01 per share, from time to time on the open market, in privately
negotiated transactions, or as may otherwise be determined by the Company’s management in its discretion. No
repurchases of the Company’s common stock have been made through the share repurchase program since inception. The
timing and amount of any shares repurchased will be determined by the Company’s management based on its evaluation of
market conditions, applicable legal requirements and other factors. There is no term associated with the repurchase
authorization.
Description of Certain Indebtedness
As of September 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 to the unaudited condensed financial statements included in this Quarterly Report on Form 10-Q
for further discussion of our debt.
Cash Flow Overview
Cash and cash equivalents were $351 million and $39 million as of September 30, 2026 and 2025. Details of our cash
flows are included in the table below.
Nine Months Ended September 30, | |||
(in millions) | 2026 | 2025 | |
Cash provided by operating activities | $394 | $377 | |
Cash used for investing activities | (34) | (19) | |
Cash used for financing activities | (46) | (348) | |
Effect of exchange rate changes on cash | (1) | 2 | |
Net change in cash and cash equivalents | $313 | $12 | |
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Operating Activities
Cash provided by operating activities was $394 million for the nine months ended September 30, 2026, compared to
$377 million for the nine months ended September 30, 2025. The increase in Cash provided by operating activities was
primarily due to provision for income taxes that, prior to the Separation, were deemed settled through transfers to the
Former Parent but are no longer treated as such following the Separation.
Investing Activities
Cash used for investing activities was $34 million for the nine months ended September 30, 2026, compared to $19
million for the nine months ended September 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 Separation, (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 financial statements
included in our Registration Statement and Note 11 — Related Party Transactions and Former Parent Investment to the
unaudited condensed financial statements in this Quarterly Report on Form 10-Q for further discussion.
Cash used for financing activities was $46 million for the nine months ended September 30, 2026 compared to cash
used for financing activities of $348 million for the nine months ended September 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 a net increase
in transfers to S&P Global, which was primarily driven by the dividend paid to S&P Global in connection with the
Separation. In September 2026, we paid a cash dividend of $0.06 per share, or $18 million, to common stockholders of
record at the close of business on August 27, 2026.
Contractual Obligations
We typically have various contractual obligations, which are recorded as liabilities in our unaudited condensed
balance sheets, while other items, such as certain purchase commitments and other executory contracts, are not recognized,
but are disclosed herein. With the exception of the issuance of the Senior Notes, there were no material changes to what
was disclosed in the audited combined financial statements included in the Registration Statement. See Note 4 — Debt to
the unaudited condensed financial statements included in this Quarterly Report on Form 10-Q for information regarding
our Senior Notes.
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 Disclosures 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. With the exception of the below, there have been no material changes during
the quarter ended September 30, 2026 to this information as disclosed in our Registration Statement.
Foreign Currency Risk
We are exposed to foreign currency exchange rate risk arising from certain intercompany financing arrangements
denominated in currencies other than the functional currency of the Company, which is the United States dollar. To manage
a portion of this exposure, we enter into foreign currency forward contracts to economically offset foreign currency
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remeasurement gains and losses associated with the underlying intercompany loan. These forward contracts are not
designated as hedges and do not qualify for hedge accounting.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15(b) and 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.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
For a discussion of certain legal proceedings, see Note 10 — Commitments and Contingencies to the unaudited
condensed 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. 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
Annual Meeting
Our Board of Directors (the “Board”) has established May 18, 2027 as the date of our 2027 Annual Meeting of
Stockholders (the “Annual Meeting”). Information regarding the Annual Meeting will be disclosed in our definitive proxy
statement for the Annual Meeting to be filed with the Securities and Exchange Commission (the “Proxy Statement”).
We became a separately traded public company on July 1, 2026 and have not held an annual meeting of stockholders
since becoming a public company. Under Rule 14a-8(e) of the Securities Exchange Act of 1934, as amended (“Rule
14a-8”), we may establish a deadline for any stockholder seeking to submit a proposal to be included in the Proxy
Statement under Rule 14a-8 at a reasonable time before we begin to publish our proxy materials. We have established
December 8, 2026 as the deadline, and any such proposal must be received at our principal executive offices no later than
the close of business on such date and comply with the procedures and requirements of Rule 14a-8.
Stockholders proposing nominees for election to the Board or seeking to bring a matter before the Annual Meeting
must give timely written notice received at our principal executive offices no earlier than January 18, 2027 and no later
than February 17, 2027. This notice must comply with applicable laws and our amended and restated bylaws.
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Item 6. Exhibits
The following documents are filed as exhibits hereto:
Exhibit Number | Exhibit Title | |
3.1 | Amended and Restated Articles of Incorporation of Mobility Global Inc., adopted as of July 1, 2026 (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., adopted as of July 1, 2026 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on July 1, 2026). | |
10.1*† | Mobility Global Inc. Legacy 401(k) Savings and Profit Sharing Plan Supplement. | |
10.2*† | Form of Restricted Stock Unit Award Agreement under the Mobility Global Inc. 2026 Long Term Incentive Plan. | |
10.3*† | Form of Non-Employee Director Restricted Stock Unit Award Agreement under the Mobility Global Inc. 2026 Long Term Incentive Plan. | |
10.4*† | Form of Special Non-Employee Director Restricted Stock Unit Award Agreement under the Mobility Global Inc. 2026 Long Term Incentive Plan. | |
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 September 30, 2026, formatted in Inline XBRL (included within the Exhibit 101 attachments). |
* Filed herewith.
** Furnished herewith solely to accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350.
Certification is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability
of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities
Act or Exchange Act except to the extent that the registrant specifically incorporates it by reference.
†Management contract or compensatory plan or arrangement in which directors and/or executive officers are eligible
to participate.
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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: November 12, 2026 | ||