Mobility Global (NYSE: MBGL) starts trading after S&P Global spin-off
Rhea-AI Filing Summary
Mobility Global Inc. has completed its separation from S&P Global, becoming an independent, publicly traded company. As of July 1, 2026, S&P Global stockholders received one share of Mobility Global common stock for every share of S&P Global common stock held on June 15, 2026, and S&P Global retains no ownership stake. Mobility Global now trades on the New York Stock Exchange under the symbol MBGL and operates automotive data brands including CARFAX, automotiveMastermind, Polk Automotive Solutions and Market Scan.
To support the spin-off, Mobility Global and S&P Global entered into a Separation and Distribution Agreement, Tax Matters Agreement, Transition Services Agreement and Employee Matters Agreement, allocating assets, liabilities, tax responsibilities and shared services. Mobility Global also implemented amended and restated charter and bylaws, appointed a new independent board and senior leaders, and named Renato Negro as Chief Accounting Officer with a mix of salary, cash bonus and equity incentives.
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Insights
Mobility Global’s spin-off from S&P Global creates a standalone automotive data company with its own governance and capital structure.
The disclosure confirms completion of Mobility Global’s separation via a tax-focused spin-off, with S&P Global distributing all Mobility Global shares to its own stockholders on a one-for-one basis. Mobility Global now lists on the NYSE as MBGL and controls the former S&P Global Mobility division, including brands such as CARFAX and Market Scan.
Several long-term framework agreements define how the two companies interact. The Separation and Distribution Agreement allocates assets and liabilities, while uncapped cross-indemnities generally assign Spin Business obligations to Mobility Global and retained-business obligations to S&P Global. A Transition Services Agreement provides key IT, finance and HR support for up to 18 months, smoothing operational continuity.
The Tax Matters Agreement is critical: it allocates pre- and post-closing tax responsibilities and includes covenants restricting Mobility Global’s actions to preserve tax-free treatment of the spin-off. Mobility Global must indemnify S&P Global for tax liabilities arising from certain Mobility Global actions affecting that treatment. Governance is also reset, with a new board, committee structure and a Chief Accounting Officer whose compensation mix highlights an emphasis on equity-based incentives. Overall, this is a structurally significant but directionally neutral event for valuation.
8-K Event Classification
Key Figures
Key Terms
Separation and Distribution Agreement regulatory
Tax Matters Agreement regulatory
Transition Services Agreement regulatory
Employee Matters Agreement regulatory
forward-looking statements regulatory
FAQ
What did Mobility Global Inc. (MBGL) announce in this 8-K filing?
When did Mobility Global (MBGL) become an independent, publicly traded company?
What key agreements govern the relationship between Mobility Global and S&P Global after the spin-off?
What services does S&P Global provide to Mobility Global under the Transition Services Agreement?
Who is the new Chief Accounting Officer of Mobility Global (MBGL) and how is he compensated?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
Completion of Separation of Mobility Global from S&P Global
On July 1, 2026 (the “Distribution Date”), at 12:01 a.m. New York City time, the previously-announced separation (the “Separation”) of Mobility Global Inc. (“Mobility Global”) from S&P Global Inc. (“S&P Global”) became effective. The separation of Mobility Global, which comprises 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 operated under the S&P Global Mobility division (the “Spin Business”), was achieved through S&P Global’s distribution (the “Distribution”) of 100% of the shares of Mobility Global common stock to holders of S&P Global common stock as of the close of business on the record date of June 15, 2026 (the “Record Date”) after certain restructuring transactions were completed (the “Restructuring Transactions”). S&P Global stockholders of record received one share of Mobility Global common stock for every share of S&P Global common stock. Following the Distribution, Mobility Global became an independent, publicly-traded company with its common stock listed under the symbol “MBGL” on the New York Stock Exchange, and S&P Global retains no ownership interest in Mobility Global.
In connection with the Separation, Mobility Global entered into several agreements with S&P Global on June 30, 2026 that, among other things, effect the Separation and provide a framework for its relationship with S&P Global after the Separation, including the following agreements:
| ● | A Separation and Distribution Agreement; |
| ● | A Tax Matters Agreement; |
| ● | A Transition Services Agreement; |
| ● | An Employee Matters Agreement. |
Separation and Distribution Agreement
The Separation and Distribution Agreement governs the overall terms of the Separation. Generally, the Separation and Distribution Agreement includes Mobility Global’s and S&P Global’s agreements relating to the restructuring steps taken to complete the Separation, including the assets and rights transferred, liabilities assumed and related matters.
The Separation and Distribution Agreement provides for Mobility Global and S&P Global to transfer specified assets between the companies that will operate the Spin Business after the Distribution, on the one hand, and S&P Global’s remaining businesses, on the other hand. The Separation and Distribution Agreement requires Mobility Global and S&P Global to use commercially reasonable efforts (subject to certain exceptions) to obtain consents, approvals and amendments required to assign the assets and liabilities transferred pursuant to the Separation and Distribution Agreement.
Unless otherwise provided in the Separation and Distribution Agreement or any of the related ancillary agreements, all assets were transferred on an “as is, where is” basis. Generally, if the transfer of any assets or any claim or right or benefit arising thereunder required a consent that was not obtained before the Distribution, or if the transfer or assignment of any such asset or such claim or right or benefit arising thereunder was ineffective, adversely affected the rights of the transferor thereunder, the party retaining any asset that otherwise would have been transferred shall hold such asset for the use and benefit of the party entitled thereto and retain such liability for the account of the party by whom such liability is to be assumed, and take such other action (subject to certain exceptions) as may be reasonably requested by such party in order to place such party, insofar as reasonably possible, in the same position as would have existed had such asset or liability been transferred prior to the Distribution.
In addition, Mobility Global also grants and receives non-exclusive licenses under certain intellectual property in connection with the Separation and Distribution Agreement, which generally provides S&P Global and Mobility Global rights to continue operating their respective businesses following the Distribution.
In addition, the Separation and Distribution Agreement governs the treatment of indemnification, insurance and litigation responsibility and management. Generally, the Separation and Distribution Agreement provides for uncapped cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of the Spin Business with Mobility Global and financial responsibility for the obligations and liabilities of S&P Global’s retained businesses with S&P Global. The Separation and Distribution Agreement establishes the procedures for handling claims subject to indemnification and related matters.
Tax Matters Agreement
In connection with the Separation, S&P Global and Mobility Global entered into the Tax Matters Agreement, which governs the parties’ respective rights, responsibilities and obligations with respect to taxes, including taxes arising in the ordinary course of business, and taxes, if any, incurred as a result of the failure of certain of the Restructuring Transactions, including the Distribution and certain related transactions, to qualify for tax-free treatment for U.S. federal income tax purposes. The Tax Matters Agreement also sets forth the respective obligations of the parties with respect to the filing of tax returns, the administration of tax contests and assistance and cooperation on tax matters.
In general, the Tax Matters Agreement governs the rights and obligations that S&P Global and Mobility Global have after the Separation with respect to taxes for both pre- and post-closing periods. Under the Tax Matters Agreement, S&P Global is generally responsible for all of Mobility Global’s pre-closing taxes that are reported on combined tax returns with S&P Global or any of S&P Global’s affiliates and all pre-closing non-income taxes attributable to the businesses and assets retained by S&P Global. Mobility Global will generally be responsible for all of Mobility Global’s pre-closing income taxes that are reported on tax returns that include only Mobility Global and/or its subsidiaries (i.e., “separate tax returns”) and all pre-closing non-income taxes attributable to its business or assets.
In the Tax Matters Agreement, Mobility Global also agreed to certain covenants that contain restrictions intended to preserve the tax-free treatment of the Separation. Mobility Global may take certain actions prohibited by these covenants only if Mobility Global obtains and provides to S&P Global a ruling from the IRS or an opinion from a tax adviser acceptable to S&P Global in its sole discretion, in each case, to the effect that such action will not jeopardize the tax-free treatment of these transactions, or if Mobility Global obtains S&P Global’s prior written consent, in S&P Global’s sole and absolute discretion, waiving such requirement. Mobility Global will covenant not to take any action, or not to fail to take any action, where such action or failure to act adversely affects or could reasonably be expected to adversely affect the tax-free treatment of the Separation, for all relevant time periods. In addition, these covenants will include specific restrictions on Mobility Global’s ability to:
| · | cause or permit certain business combinations or transactions to occur during the two-year period following the Distribution Date (or otherwise pursuant to a “plan” within the meaning of Section 355(e) of the Internal Revenue Code of 1986, as amended (the “Code”)); |
| · | discontinue the active conduct of Mobility Global’s business (within the meaning of Section 355(b)(2) of the Code) during the two-year period following the Distribution Date; |
| · | sell or otherwise issue Mobility Global’s common stock during the two-year period following the Distribution Date, other than pursuant to issuances that satisfy certain regulatory safe harbors set forth in Treasury regulations related to stock issued to employees and retirement plans; |
| · | redeem or otherwise acquire any of Mobility Global’s common stock, other than pursuant to open-market repurchases of less than 20% of Mobility Global’s common stock (in the aggregate), during the two-year period following the Distribution Date; |
| · | amend Mobility Global’s certificate of incorporation (or other organizational documents) or take any other action, whether through a shareholder vote or otherwise, affecting the voting rights of Mobility Global’s common stock, in each case during the two-year period following the Distribution Date; and |
| · | more generally, take any action that could reasonably be expected to cause the Separation or certain of the Restructuring Transactions undertaken pursuant thereto to fail to qualify as tax-free transactions for U.S. federal income tax purposes or for non-U.S. tax purposes. |
Mobility Global is generally required to indemnify S&P Global against any and all tax-related liabilities incurred by S&P Global or its subsidiaries relating to the Separation, including the Distribution and certain related transactions, to the extent caused by any action undertaken by Mobility Global or in respect of Mobility Global’s shares. The indemnification will apply even if S&P Global has permitted Mobility Global to take an action that would otherwise have been prohibited under the tax-related covenants described above.
Transition Services Agreement
The Transition Services Agreement (“TSA”) sets forth the terms on which S&P Global provides to Mobility Global, on a transitional basis, certain services or functions that the companies historically have shared. The transition services include various services or functions, including information technology, finance and human resources, generally for a period of up to 18 months following the Distribution. Mobility Global is charged fees for the transition services that are based on S&P Global’s reasonably apportioned fully-loaded overhead, administrative and supervisory costs and expenses incurred in connection with the provision of the transition services to Mobility Global. The TSA provides that Mobility Global may, subject to certain conditions, terminate any or all of the transition services upon prior written notice to S&P Global. Mobility Global indemnifies S&P Global from liabilities for certain claims, including claims arising from Mobility Global’s breach of the TSA or from Mobility Global’s gross negligence, willful misconduct or fraud. S&P Global indemnifies Mobility Global from liabilities for claims arising from S&P Global’s breach of the TSA or from S&P Global’s gross negligence, willful misconduct or fraud. Subject to certain customary exceptions, each of S&P Global’s and Mobility Global’s maximum aggregate liability under the TSA are generally limited to the fees actually paid to S&P Global under the agreement.
Employee Matters Agreement
The Employee Matters Agreement governs each of S&P Global’s and Mobility Global’s respective compensation and benefit obligations 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.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On the Distribution Date, S&P Global completed the previously-announced separation of Mobility Global. Effective as of 12:01 a.m. New York City time on the Distribution Date, the common stock of Mobility Global was distributed, on a pro rata basis, to S&P Global’s stockholders of record as of the close of business on the Record Date. On the Distribution Date, each of the stockholders of S&P Global received one share of Mobility Global common stock for every share of S&P Global’s common stock held by such stockholder on the Record Date. Fractional shares of Mobility Global common stock were not delivered in the Distribution. Any fractional share of Mobility Global common stock otherwise issuable to a S&P Global stockholder will be sold in the open market on such stockholder’s behalf, and such stockholder will receive a cash payment for the fractional share based on the stockholder’s pro rata portion of the net cash proceeds from sales of all fractional shares.
The Separation was completed pursuant to the Separation and Distribution Agreement. The description of the Separation included under Item 1.01 of this Current Report on Form 8-K and the Separation and Distribution Agreement attached as Exhibit 2.1 to this Current Report on Form 8-K are incorporated by reference in this Item 2.01.
Item 5.01. Changes in Control of Registrant.
Mobility Global was a wholly-owned subsidiary of S&P Global immediately prior to the Distribution. On July 1, 2026, S&P Global completed the Distribution of 100% of the outstanding common stock of Mobility Global to holders of S&P Global common stock on the Record Date. S&P Global holders of record received one share of Mobility Global common stock for every share of S&P Global common stock. Following completion of the Distribution, Mobility Global became an independent, publicly-traded company, and S&P Global retains no ownership interest in Mobility Global. The description of the Separation included under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Directors
Effective as of 12:01 a.m. New York City time on July 1, 2026, Christopher Craig and Taptesh (Tasha) K. Matharu (collectively, the “Resigning Directors”) resigned from the Board of Directors (the “Board”) of Mobility Global. The Resigning Directors’ resignation from the Board was not due to any disagreement with Mobility Global relating to the operations, practices or policies of Mobility Global.
Appointment of Directors and Officers
Effective as of 12:01 a.m. New York City time on July 1, 2026, Eric W. Aboaf, William W. Eager, Heather Lavallee, Monique F. Leroux, Mark S. Peek, Shilpa Ranganathan and Alexander Taussig were appointed as directors of Mobility Global. Joseph R. Hinrichs, who had been appointed to the Board effective June 25, 2026, was appointed Chair of the Board effective as of 12:01 a.m. New York City time on July 1, 2026 and continues to serve as a director of Mobility Global following the Distribution.
The section entitled “Management” in the Information Statement of Mobility Global included as an exhibit to the Registration Statement on Form 10 filed with the Securities and Exchange Commission on May 27, 2026 (the “Information Statement”) contains the biographical information about and compensation information for the newly appointed directors. Such information is incorporated by reference in this Item 5.02. There are no arrangements or understandings between any of the directors named above and any other person pursuant to which such director was appointed to the Board. There are no other relationships between the directors named above and Mobility Global that would require disclosure pursuant to Item 404(a) of Regulation S-K.
In connection with their joining the Board, certain directors of Mobility Global were appointed to the Audit and Nominating and Compensation Committees of the Board (the “Committees”) effective as of 12:01 a.m. New York City time on July 1, 2026. The current composition of the Committees is as follows:
| ● | the Audit Committee consists of Joseph R. Hinrichs, Mark S. Peek, Shilpa Ranganathan and Alexander Taussig, with Mark S. Peek serving as the Chair of the Audit Committee; and |
| ● | the Nominating and Compensation Committee consists of Monique F. Leroux, Heather Lavallee and Joseph R. Hinrichs, with Monique F. Leroux serving as Chair of the Nominating and Compensation Committee |
Effective as of 12:01 a.m. New York City time on July 1, 2026, Scott Fredericks was appointed to serve as the President of CARFAX and Joseph S. LaFeir was appointed to serve as the President of Mobility Business Solutions.
The sections entitled “Management” and “Compensation Discussion and Analysis” in the Information Statement contain the biographical and compensation information for the newly appointed officers. Such information is incorporated by reference in this Item 5.02.
Effective as of 12:01 a.m. New York City time on July 1, 2026, the Board appointed Renato Negro to serve as Chief Accounting Officer of Mobility Global.
Prior to joining Mobility Global, Mr. Negro served as Chief Accounting Officer of ESAB Corporation from October 2021 to April 2026. Before joining ESAB, Mr. Negro served as Vice President, Controller and Chief Accounting Officer for Avanos Medical, Inc., from February 2019 to November 2021. Mr. Negro also served as Vice President and Controller of Halyard Health from September 2014 to April 2018. Before that, Mr. Negro spent 18 years at Kimberly-Clark serving in various controllership roles, culminating in his position as Chief Financial Officer for the Sub-Saharan Africa region. Mr. Negro holds a BA in economics from Turin University.
Mr. Negro will receive the following compensation in connection with his appointment as Chief Accounting Officer: (i) annual base salary of $425,000, (ii) an annual target incentive opportunity of 50% of base salary (prorated based on the number of days employed with Mobility Global in 2026), (iii) a one-time cash award of $190,000, (iv) a one-time RSU award with a grant date value of $400,000 (to vest ratably over three years), and (v) he is eligible to participate in Mobility Global’s 2027 Long-Term Stock Incentive Program at a target value of $300,000, subject to approval by the Nominating & Compensation Committee of the Board. Mr. Negro has no family relationships with any member of the Board or any executive officer of Mobility Global and is not a party to any transactions that would be disclosed under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Negro and any other person and Mobility Global pursuant to which Mr. Negro was appointed to serve in his role.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
In connection with the completion of the Separation, on July 1, 2026, Mobility Global’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws became effective. A summary of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws is included in the Information Statement under the heading “Description of Capital Stock,” which is incorporated by reference in this Item 5.03.
The foregoing descriptions of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are summaries of their material terms and are not complete and are subject to, and qualified in their entirety by, the complete text of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, which are filed with this Current Report on Form 8-K as Exhibits 3.1 and 3.2, each of which is incorporated by reference in this Item 5.03.
Item 8.01. Other Events.
On July 1, 2026, Mobility Global issued a press release announcing the completion of the Separation. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1†+ | Separation and Distribution Agreement between S&P Global Inc. and Mobility Global Inc., dated June 30, 2026. | |
| 3.1 | Amended and Restated Certificate of Incorporation of Mobility Global Inc., adopted as of July 1, 2026. | |
| 3.2 | Amended and Restated Bylaws of Mobility Global Inc., adopted as of July 1, 2026. | |
| 10.1†+ | Transition Services Agreement between S&P Global Inc. and Mobility Global Inc., dated June 30, 2026. | |
| 10.2†+ | Tax Matters Agreement between S&P Global Inc. and Mobility Global Inc., dated June 30, 2026. | |
| 10.3† | Employee Matters Agreement between S&P Global Inc. and Mobility Global Inc., dated June 30, 2026. | |
| 99.1 | Press release issued by Mobility Global Inc., dated July 1, 2026, announcing the completion of the Separation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
† Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.
+ Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: July 1, 2026 | Mobility Global Inc. | |
| By: | /s/ Taptesh (Tasha) K. Matharu | |
| Taptesh (Tasha) K. Matharu | ||
| Chief Legal Officer and Corporate Secretary | ||
Exhibit 99.1
MOBILITY GLOBAL INC. COMPLETES SEPARATION FROM S&P GLOBAL INC. AND BEGINS TRADING ON THE NEW YORK STOCK EXCHANGE AS A GLOBAL LEADER IN AUTOMOTIVE DATA & ANALYTICS
NEW YORK, JULY 1, 2026 – Mobility Global Inc. (NYSE: MBGL) announced today that it has completed its separation from S&P Global Inc. and is now an independent, public company. Mobility Global shares will begin trading today on the New York Stock Exchange under the ticker symbol “MBGL.”
“For over 100 years, we have had the honor of serving the automotive industry. As Mobility Global, we continue our mission of providing trusted information that fuels better decisions in this fast-moving sector,” said Bill Eager, Chief Executive Officer of Mobility Global. “Our powerful brands – CARFAX, automotiveMastermind, Polk Automotive Solutions, and Market Scan – help people make better decisions with unique industry-leading information. As the many changes across the automotive industry continue, our data, our AI capabilities and, most importantly, our people will meet the growing demand for must-have information that helps automotive manufacturers, suppliers, dealers and consumers.”
“Mobility Global begins from a position of financial strength, built on our powerful brands, trusted data, and deep, long-standing customer relationships," said Matt Calderone, Chief Financial Officer of Mobility Global. “This foundation is what allows us to keep innovating in market-leading products, technology, and talent. As an independent, publicly traded company, we can further tailor our growth strategy, financial profile, and investments to the specific needs of the Mobility business and its customers.”
“I've spent my career in this industry, and the decisions facing automotive manufacturers, dealers, and suppliers today are more complex and consequential than ever before," said Joe Hinrichs, Chairman of the Board of Mobility Global. “In this environment, trusted information is essential. Mobility Global is uniquely positioned to provide solutions, backed by a century of credibility and brands the industry relies on. On behalf of the Board, I’m proud of our leadership, our teams, and our mission, and I am confident in our ability to help shape the future of mobility.”
The separation was achieved through the distribution of 100 percent of the shares of Mobility Global to holders of S&P Global common stock effective as of 12:01 a.m. New York City time on July 1, 2026, with S&P Global stockholders receiving one share of Mobility Global common stock for every share of S&P Global common stock held at the close of business on June 15, 2026, the record date. S&P Global stockholders entitled to receive the distribution received a book-entry account statement or a credit to their brokerage account reflecting their ownership of Mobility Global common stock. Fractional shares of Mobility Global common stock were not distributed. Any fractional share of Mobility Global common stock otherwise issuable to a S&P Global stockholder will be sold in the open market on such stockholder’s behalf, and such stockholder will receive a cash payment for the fractional share based on its pro rata portion of the net cash proceeds from all sales of fractional shares.
About Mobility Global
Mobility Global is the world’s standard for automotive information, providing critical data and analytics across the full vehicle lifecycle. Its portfolio of trusted brands and products includes CARFAX, automotiveMastermind, Polk Automotive Solutions, and Market Scan, supporting the world’s major automotive manufacturers, suppliers, dealer groups, media, financial institutions, and consumers with data, forecasts, insights, technology, and innovation. For more information, visit mobilityglobal.com.
Forward-Looking Statements
This press release contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future events, trends, contingencies or results, appear at various places in this press release and use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “potential,” “predict,” “project,” “strategy,” “target” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would.” For example, management may use forward-looking statements when addressing topics such as: the outcome of contingencies; future actions by regulators; changes in the business strategies and methods of generating revenue of Mobility Global Inc. (the “Company”); and the development and performance of the Company’s services and products; the expected impact of acquisitions and dispositions; the Company’s effective tax rates; the Company’s cost structure, dividend policy, cash flows or liquidity.
Forward-looking statements are subject to inherent risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, among other things:
| · | We may not realize the anticipated benefits from the Separation, and the Separation could harm our business. |
| · | We have no history of operating as an independent company, and our historical combined, historical condensed combined, and unaudited pro forma condensed combined financial information is not necessarily representative of the results that we would have achieved as an independent, publicly traded company and may not be a reliable indicator of our future results. |
| · | We will incur significant costs to create the infrastructure necessary to operate as an independent public company and may experience operational disruptions in connection with the Separation. |
| · | We will have debt obligations that could restrict our business and could have a material adverse effect on our business, financial condition or results of operations. In addition, the separation of our business from S&P Global may increase the overall cost of debt funding and decrease the overall debt capacity and commercial credit available to us. |
| · | If certain of the Restructuring Transactions and/or the Distribution, together with certain related transactions, do not qualify as transactions that are tax-free for U.S. federal income tax purposes or, with respect to certain of the Restructuring Transactions, non-U.S. tax purposes, S&P Global and/or holders of S&P Global common stock could be subject to significant tax liabilities. In certain circumstances, we may be required to indemnify S&P Global for these liabilities. |
| · | Changes in macroeconomic trends and the volatility of the macroeconomic environment could have a material adverse effect on our business, financial condition or results of operations. |
| · | Our revenue growth depends on existing customers renewing and upgrading their subscriptions for our products and solutions, our ability to sell additional products and solutions to existing customers and our ability to attract new customers. |
| · | Our customers’ decisioning may be adversely affected if we are unable to maintain or grow our data network, or if we provide inaccurate or unreliable data, which could adversely affect our financial condition, cause loss of customer trust and contribute to non-compliance with certain laws and regulations. |
| · | Any inability by us to develop new products and solutions, enhance our existing products through technology, adapt to new technologies, or achieve widespread customer adoption of those products and solutions could have a material adverse effect on our business, financial condition or results of operations. |
| · | Our business is substantially dependent on our relationships with certain customer groups, including dealers and OEMs. If a significant number of customers in such customer groups terminate their subscription agreements with us and/or closures or consolidations occur within such groups that reduce demand for our products, it could have a material adverse effect on our business, financial condition or results of operations. |
| · | Our reputation, credibility and brand are our key assets and competitive advantages, and our business may be affected by how we are perceived in the marketplace. |
| · | Our investments in our brands may not be successful and could have a material adverse effect on our business, financial condition or results of operations. |
| · | Our acquisitions, divestitures and other strategic transactions may not produce anticipated results, which could have a material adverse effect on our business, financial condition or results of operations. |
| · | We face competition in our markets, which could have a material adverse effect on our business, financial condition or results of operations and cause our market share to decline. |
| · | Our expansion into and investments in new and growing markets may not be successful, which could have a material adverse effect on our business, financial condition or results of operations. |
| · | We rely on third-party data sources and service providers for many aspects of our business. From time to time, we lose third-party data sources or the services and solutions, or the data, services or solutions of these suppliers have errors or are delayed, resulting in a disruption or inability to provide our customers with the information, products or solutions they desire. |
| · | Our size, scale, and role in the global markets increases our exposure to cyber attacks and other cybersecurity risks, which could have a material adverse effect on our business, financial condition or results of operation. |
| · | Our inability to adequately obtain, protect and maintain our intellectual property and other proprietary rights could impact our competitive position. |
| · | Exposure to litigation and government and regulatory proceedings, investigations and inquiries could have a material adverse effect on our business, financial condition or results of operations. |
| · | Changes and increased enforcement in the global privacy, data localization, operational resilience and data protection legislative, regulatory and commercial environments in which we operate may materially and adversely impact our ability to collect, compile, use and publish data, require us to disclose information about our security environment, and could have a material adverse effect on our business, financial condition or results of operations. |
| · | Because there has not been any public market for our common stock, the market price and trading volume of our common stock may be volatile and you may not be able to resell your shares at or above the initial market price of our common stock following the Separation. |
| · | A large number of our shares are or will be eligible for future sale, which may cause the market price of our common stock to decline. |
| · | Because our common stock may not be included in the Standard & Poor’s 500 Index, and it may not be included in other stock indices, significant amounts of our common stock will likely need to be sold in the open market where there may not be offsetting demand. |
The factors noted above are not exhaustive. The Company and its subsidiaries operate in a dynamic business environment in which new risks emerge frequently. Accordingly, the Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the dates on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made, except as required by applicable law. Further information about the Company’s businesses, including information about factors that could materially affect its results of operations and financial condition, is contained in the Company’s filings with the SEC, including, the section titled “Risk Factors” of the Information Statement, dated May 27, 2026, filed as Exhibit 99.1 to the Company’s Form 10 with the SEC on May 27, 2026.
Contacts:
Mobility Global Investor Relations:
Tejal Engman
Managing Director, Investor Relations
ir@mobilityglobal.com
Media:
Kara Evanko
Global Head of Communications
kara.evanko@mobilityglobal.com