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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 11, 2026
MOODY’S CORPORATION
(Exact Name of Registrant as Specified in Charter)
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| Delaware | 1-14037 | 13-3998945 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
7 World Trade Center at 250 Greenwich Street
New York, New York 10007
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (212) 553-0300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | | MCO | | New York Stock Exchange |
| 1.75% Senior Notes Due 2027 | | MCO 27 | | New York Stock Exchange |
| 0.950% Senior Notes Due 2030 | | MCO 30 | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
TABLE OF CONTENTS
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ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS | 3 |
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SIGNATURES | | 4 |
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Item 5.02, “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers”
On October 12, 2026, Jorge Bermudez, who has served as a member of the Board of Directors (the “Board”) of Moody’s Corporation (the “Company”) since April 19, 2011, informed the Company of his intention to retire from the Board, effective October 12, 2026. Mr. Bermudez’s retirement did not result from any disagreement with the Company, its management, or the Board on any matter.
The Company and the Board express their sincere appreciation to Mr. Bermudez for his years of distinguished service and leadership.
Following Mr. Bermudez’s retirement and Mr. Keith Demmings’ election, the size of the Company’s Board will remain at ten. In addition, in recognition of his service to the Board, the Board approved the removal of the forfeiture requirement otherwise applicable to the restricted stock units previously granted to him in February 2026. Those RSUs will become fully vested.
In light of this retirement, the Board has appointed Ms. Lisa Sawicki as Chairman of the Audit Committee effective immediately. In addition, as previously reported, on August 11, the Board elected Mr. Demmings as a member of the Company’s Board, effective as of November 1, 2026. The Board has now appointed Mr. Demmings to the Governance & Nominating Committee as well as the Audit Committee.
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 hereunto duly authorized.
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| MOODY'S CORPORATION |
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| By: | /s/ Elizabeth M. McCarroll |
| Elizabeth M. McCarroll |
| Managing Director, Corporate Governance & Securities, and Corporate Secretary |
Date: October 15, 2026
