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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 12, 2025
MSCI Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | | 001-33812 | | 13-4038723 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 7 World Trade Center, | 250 Greenwich Street, 49th Floor, | New York, | New York | 10007 |
(Address of principal executive offices) (Zip Code) |
(212) 804-3900
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
☐ 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:
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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 | MSCI | 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.
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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 November 12, 2025, Mr. C.D. Baer Pettit notified MSCI Inc. (the “Company”) of his decision to retire from the Company. Accordingly, and in connection with his planned retirement and in order to facilitate a smooth and orderly transition of his responsibilities, Mr. Pettit ceased serving in his position as Chief Operating Officer of the Company, effective November 12, 2025, and will cease serving in his positions as President and as a member of the Board of Directors of the Company (the “Board”), in each case effective March 1, 2026. The Company intends to enter into an advisory service arrangement with Mr. Pettit, pursuant to which, for the period from March 1, 2026 through a date in the third quarter of 2026, Mr. Pettit will provide certain advisory services to the Company to ensure a smooth and orderly transition of his responsibilities.
In addition, in connection with Mr. Pettit’s planned retirement, Mr. Henry A. Fernandez, the Company’s Chief Executive Officer, will assume the role of the Company’s President, effective March 1, 2026. There are no changes to Mr. Fernandez’s compensation in connection with this designation. In connection with the foregoing, the Board has approved a reduction in the size of the Board from twelve to eleven directors, effective March 1, 2026.
Item 7.01 Regulation FD Disclosure.
On November 17, 2025, the Company issued a press release regarding the leadership change described under Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.
The information furnished under Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | Description |
Exhibit 99.1 | Press Release of the Company, dated November 17, 2025, titled “MSCI announces Baer Pettit to retire as President” |
| Exhibit 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL). |
SIGNATURE
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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| MSCI Inc. |
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Date: November 17, 2025 | By: | /s/ Henry A. Fernandez |
| Name: | Henry A. Fernandez |
| Title: | Chairman and Chief Executive Officer |
