Moody’s Corporation (MCO) revises key employees’ stock incentive plan rules

Rhea-AI Filing Summary

Moody’s Corporation reported that its board of directors approved an amendment and restatement of the Amended and Restated Moody’s Corporation 2001 Key Employees’ Stock Incentive Plan. The changes revise the definition of “Good Standing” so that employees receiving “Retirement” treatment must be in Good Standing and comply with post-termination obligations under the plan.

The amendments also allow the company to require a release of claims as a condition for Retirement treatment, add flexibility to restricted stock unit vesting schedules, and clarify that equity treatment upon death or disability follows current company practice without needing additional approval from the Compensation & Human Resources Committee. The full text of the updated plan is provided as an exhibit.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

__________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 16, 2025

MOODY’S CORPORATION

(Exact Name of Registrant as Specified in Charter)

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:

☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐						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:

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).

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. ☐

TABLE OF CONTENTS

ITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

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ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

3

SIGNATURES

4

2

Item 5.02, “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers”

On December 16, 2025, the directors of Moody’s Corporation (the “Company”) approved the amendment and restatement of the Amended and Restated Moody’s Corporation 2001 Key Employees’ Stock Incentive Plan (the “2001 Plan”) to: (i) revise the definition of “Good Standing” and require that an employee who receives “Retirement” treatment be in Good Standing and in compliance with post-termination obligations under the 2001 Plan; (ii) permit the Company to require a release of claims as a condition for Retirement treatment; (iii) add flexibility for restricted stock unit (“RSU”) vesting schedules; and (iv) clarify that equity treatment upon death or disability matches current Company practice without requiring approval of the Compensation & Human Resources Committee.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the 2001 Plan, which is attached hereto as Exhibit 10.1.

Item 9.01, “Financial Statements and Exhibits”

(d) Exhibits

10.1			Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan.
104			The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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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 hereunto duly authorized.

MOODY'S CORPORATION
By:			/s/ Elizabeth M. McCarroll
			Elizabeth M. McCarroll
			Managing Director — Corporate Governance, Securities and Corporate Secretary

Date: December 19, 2025

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FAQ

What corporate action did Moody’s Corporation (MCO) disclose regarding its equity plan?

Moody’s Corporation disclosed that its directors approved an amendment and restatement of the Amended and Restated Moody’s Corporation 2001 Key Employees’ Stock Incentive Plan. The revised document is provided as Exhibit 10.1.

How did Moody’s (MCO) change the definition of Good Standing in its 2001 equity plan?

The company revised the definition of “Good Standing” and now requires that any employee receiving “Retirement” treatment under the 2001 Plan be in Good Standing and in compliance with post-termination obligations specified in the plan.

What new condition can Moody’s require for Retirement treatment under the 2001 Plan?

The updated plan permits Moody’s to require a release of claims from an employee as a condition for receiving Retirement treatment under the 2001 Key Employees’ Stock Incentive Plan.

How were restricted stock unit (RSU) vesting terms changed in Moody’s 2001 Plan?

The amendments add flexibility for restricted stock unit vesting schedules, giving the company more options in how RSUs vest under the 2001 Plan.

What did Moody’s clarify about equity treatment upon death or disability?

The company clarified that equity treatment upon death or disability under the 2001 Plan is intended to match current company practice and no longer requires separate approval from the Compensation & Human Resources Committee.

Where can investors find the full text of Moody’s amended 2001 Key Employees’ Stock Incentive Plan?

The full text of the amended and restated 2001 Key Employees’ Stock Incentive Plan is included as Exhibit 10.1 to the report.