Moody's Corporation reported a Schedule 13G/A showing TCI Fund Management Ltd and Christopher Hohn collectively hold 8.21% of Common Stock. The filing states the Reporting Persons beneficially own 14,334,027 shares based on March 31, 2026 outstanding share data.
The ownership is reported as shared voting and dispositive power through The Children's Investment Master Fund and CIFF, with the 174,676,438 shares outstanding figure used to calculate the 8.21% stake.
Positive
None.
Negative
None.
Insights
Large passive stake disclosed by activist-linked investment vehicles.
The Schedule 13G/A lists 14,334,027 shares and a 8.21% ownership percentage using an outstanding share count of 174,676,438 as of March 31, 2026. The filing attributes holdings to TCI Fund and CIFF with shared voting and dispositive power.
Future filings may clarify whether this position is passive or active; the statement notes Rule 13d-3 considerations and avoids admitting beneficial ownership for Section 13 purposes. Watch subsequent amendments or a switch to Schedule 13D for changes in intent.
Key Figures
Reported shares owned:14,334,027 sharesPercent of class:8.21%Shares outstanding used:174,676,438 shares
3 metrics
Reported shares owned14,334,027 sharesAmount beneficially owned as reported on the cover page
Percent of class8.21%Percent of class calculated using shares outstanding as of <date>March 31, 2026</date>
Shares outstanding used174,676,438 sharesOutstanding share count from company's Form 10-Q for quarter ended <date>March 31, 2026</date>
Key Terms
Rule 13d-3, beneficially own, shared dispositive power
3 terms
Rule 13d-3regulatory
"By reason of the provisions of Rule 13d-3 of the Act, Mr. Hohn may be deemed"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
beneficially ownregulatory
"Mr. Hohn may be deemed to beneficially own the Shares held by the TCI Fund"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
shared dispositive powerregulatory
"Shared Dispositive Power 14,334,027.00"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Moody's Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
615369105
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
615369105
1
Names of Reporting Persons
TCI Fund Management Ltd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,334,027.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,334,027.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,334,027.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.21 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
615369105
1
Names of Reporting Persons
Christopher Hohn
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,334,027.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,334,027.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,334,027.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.21 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Moody's Corporation
(b)
Address of issuer's principal executive offices:
7 World Trade Center at 250 Greenwich Street, New York, New York 10007.
Item 2.
(a)
Name of person filing:
This Statement is filed by:
(i) TCI Fund Management Limited, a United Kingdom private limited company ("TCIF UK"), with respect to the Common Stock, par value $0.01 per share (the "Shares"), of Moody's Corporation (the "Company") held by The Children's Investment Master Fund, a Cayman Islands exempted company (the "TCI Fund") and CIFF Capital UK LP, a United Kingdom limited partnership ("CIFF"); and
(ii) Christopher Hohn ("Mr. Hohn", and together with TCIF UK, the "Reporting Persons"), with respect to the Shares directly held by the TCI Fund and CIFF.
TCIF UK is the investment manager of both TCI Fund and CIFF. Christopher Hohn is the Managing Director of TCIF UK. By reason of the provisions of Rule 13d-3 of the Act, Mr. Hohn may be deemed to beneficially own the Shares held by the TCI Fund and CIFF.
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Sections 13 of the Securities Exchange Act of 1934, the beneficial owner of the Shares reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o TCIF UK: 7 Clifford Street, London, W1S 2FT, United Kingdom.
(c)
Citizenship:
TCIF UK is a private limited company organized under the laws of the United Kingdom. Mr. Hohn is a citizen of the United Kingdom.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
615369105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentages set forth in this Schedule 13G are calculated based upon an aggregate of 174,676,438 Shares outstanding as of March 31, 2026 as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the Securities and Exchange Commission on April 23, 2026.
(b)
Percent of class:
8.21%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). TCI Fund has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5 percent of the outstanding Shares.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake does TCI Fund / Christopher Hohn hold in MCO?
They report beneficial ownership of 14,334,027 shares, equal to 8.21% of Moody's Common Stock. The percentage is calculated using 174,676,438 shares outstanding as of March 31, 2026 per the filing's cited 10-Q.
Who is reported as the filing parties on the Schedule 13G/A for MCO?
The filing is by TCI Fund Management Limited and Christopher Hohn. TCIF UK is investment manager of The Children's Investment Master Fund and CIFF, and Mr. Hohn is identified as Managing Director of TCIF UK.
What voting and dispositive powers are disclosed for the reported shares?
The filing shows 0 sole voting power and 14,334,027 shared voting and dispositive power. It attributes control to the Funds managed by TCIF UK rather than individual sole control of Mr. Hohn.
What date and share count were used to compute the ownership percentage?
The percentage uses 174,676,438 shares outstanding as of March 31, 2026, cited from Moody's Form 10-Q for the period ended March 31, 2026. The Schedule 13G/A reports the resulting 8.21% stake.
