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MCO — Form 144 notice of proposed sale. A filer plans to sell 26 shares of common stock through Fidelity Brokerage Services, with an aggregate market value of $12,841.40. The approximate sale date is 10/28/2025 on the NYSE. The shares were acquired on 10/01/2025 via restricted stock vesting as compensation. Shares outstanding were 178,400,000.
Over the past three months, Richard Steele sold 1,457 common shares for gross proceeds of $741,362.55.
Moody’s Corporation reported solid growth for the quarter ended September 30, 2025. Revenue rose to $2,007 million from $1,813 million a year earlier, driven by increases in both Moody’s Analytics and Moody’s Investors Service. Net income attributable to Moody’s climbed to $646 million, with diluted EPS up to $3.60 from $2.93, reflecting stronger operating leverage.
For the first nine months of 2025, revenue reached $5,829 million versus $5,416 million, while net income attributable to Moody’s increased to $1,849 million and diluted EPS to $10.26. Operating cash flow was $2,043 million, supporting $1,170 million of share repurchases and $534 million of dividends.
The company is executing a multi-year Strategic and Operational Efficiency Restructuring Program targeting annualized savings of $250–$300 million, with cumulative restructuring charges of $126 million incurred to date. Moody’s also plans to divest its MA Learning Solutions business and reported remaining MA performance obligations of about $4.1 billion, providing visibility into future recurring revenue.
Moody’s Corporation furnished an update on its business, announcing financial results for the quarter ended September 30, 2025, along with its outlook for 2025. The details are provided in a press release included as Exhibit 99.1.
The disclosure was made under Item 2.02 (Results of Operations and Financial Condition) and Item 7.01 (Regulation FD). The information, including the exhibit, is being furnished and not deemed filed under the Exchange Act, meaning it is not subject to Section 18 liabilities and is not automatically incorporated into future filings.
Moody’s Corporation reported that its Board approved amendments to the Amended and Restated By-Laws on October 14, 2025, updating advance notice procedures for stockholder director nominations and other business.
The changes revise the notice window to no earlier than the 120th day and no later than the 90th day before the first anniversary of the prior annual meeting. For the 2026 Annual Meeting, notices (other than Rule 14a-8 or proxy access submissions) must be received between December 16, 2025 and January 15, 2026. If the 2026 meeting date shifts by more than 30 days, the window adjusts to the 120th–90th day before the meeting or the 10th day after the first public announcement.
The amendments expand and clarify required disclosures in stockholder notices, including plans reportable under Item 4 of Schedule 13D, performance fee arrangements tied to Moody’s stock, certain ownership interests, and compensation or monetary agreements. Deadlines for Rule 14a-8 proposals and proxy access nominations remain as stated in the March 5, 2025 proxy statement.
Moody’s Corporation (MCO) President and CEO Robert Fauber filed a Form 4 reporting option exercises and a sale on 10/15/2025 pursuant to a Rule 10b5-1 plan adopted on July 30, 2024.
He exercised employee stock options and acquired common shares: 55 at $80.81, 135 at $94.18, and 91 at $113.34. He then sold 415 common shares at an average price of $481.09. Following these transactions, he beneficially owned 61,081.984 shares directly.
In the derivative table, the option series at $80.81 and $94.18 show 0 remaining after exercises, while the $113.34 option series shows 6,517 derivative securities beneficially owned, with an expiration date of 02/23/2027.
Jose Minaya, a director of Moody's Corp (MCO), reported on Form 4 that on 10/01/2025 he acquired 85.59 phantom stock units as part of an election to defer receipt of retainer fees. The filing states each unit converts one-for-one into common stock and that the units will be settled in cash after the Reporting Person's retirement. The transaction was reported by power of attorney on 10/02/2025. The disclosure shows the acquisition relates to deferred compensation rather than an open-market purchase or option exercise.
Jason D. Phillips, Chief Accounting Officer & Controller of Moody's Corp (MCO), reported a transaction on 10/01/2025 disposing of 20.956 shares of Moody's common stock at a price of $478.96 per share. The reported sale is described as a disposition to satisfy a tax withholding obligation. After the transaction the filing lists 2,094.9475 shares as beneficially owned by the reporting person. The Form 4 was submitted with signature authority by Elizabeth McCarroll on 10/02/2025.
Richard G. Steele, SVP - General Counsel of Moody's Corp (MCO), reported a disposition on 10/01/2025 to satisfy a tax withholding obligation. The filing shows a sale (code F) of 26.278 shares at a price of $478.96 per share. After the transaction Mr. Steele beneficially owned 1,359.722 shares directly and 3,612.666 shares indirectly through a trust. The Form 4 was signed by power of attorney on 10/02/2025. The filing records the disposition as a tax-related withholding rather than an open-market directional trade.
Robert Fauber, President and CEO and a director of Moody's Corp (MCO), reported option exercises and a sale on 10/01/2025. He exercised employee stock options with exercise prices of $80.81, $94.18, and $113.34, resulting in acquisitions recorded that day. Under a Rule 10b5-1 plan adopted on July 30, 2024, he sold 414 shares at $477.97. The report shows total beneficial ownership after the transactions of about 61,215.984 shares. The filing is signed by a power of attorney on 10/02/2025 and includes option vesting schedules indicating one-fourth of certain options vest annually from their grant dates.
Form 144 for Moody's Corporation (MCO) reports a proposed sale of 414 common shares through Fidelity Brokerage Services on the NYSE with an aggregate market value of $197,879.58. The filing lists how the securities were acquired: 134 shares from a restricted stock vesting (03/01/2024) and 55, 91 and 134 shares tied to option grants (dates of grant shown) with cash payment noted on 10/01/2025. The filing also discloses six prior sales by Robert Fauber during Jul–Sep 2025, each of 415 shares with listed gross proceeds. The notice includes the required representation regarding material nonpublic information.