MSCI okays up to $3.0B buyback, furnishes Q3 2025 info

MSCI Inc. furnished third‑quarter financial information for the period ended September 30, 2025 via a press release attached as Exhibit 99.1.

Rhea-AI Filing Summary

MSCI Inc. furnished third‑quarter financial information for the period ended September 30, 2025 via a press release attached as Exhibit 99.1. The release includes non‑GAAP measures with definitions and GAAP reconciliations.

Separately, on October 25, 2025, the Board authorized a new share repurchase program for up to $3.0 billion of common stock, which supersedes and replaces the prior program authorized on October 28, 2024. Repurchases may occur from time to time in open‑market or privately negotiated transactions, including accelerated share repurchases, trading plans, or derivative transactions. The timing, price and amount will depend on market conditions, capital resources, applicable laws and other factors, and the authorization may be modified, suspended or terminated at any time.

Insights

Equity capital allocation analyst

Board authorizes up to $3.0 billion in buybacks; execution optional.

MSCI announced a new share repurchase authorization of up to $3.0 billion, replacing the prior program. An authorization permits—but does not require—repurchases, giving the company flexibility to buy shares through open‑market and privately negotiated methods, including accelerated share repurchases, trading plans, or derivative transactions.

The filing states that activity will depend on market conditions, available capital resources, applicable laws and other factors, and the authorization can be modified, suspended, or terminated at any time. Actual impact depends on future execution levels.

The company also furnished Q3 2025 financial information via Exhibit 99.1, including non‑GAAP metrics with reconciliations. Subsequent disclosures may detail any repurchase activity and quarterly results.

8-K Event Classification

3 items: 2.02, 8.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did MSCI (MSCI) announce regarding share repurchases?

The Board authorized a new share repurchase program for up to $3.0 billion of common stock.

Does the new MSCI buyback authorization replace a prior program?

Yes. It supersedes and replaces the prior program authorized on October 28, 2024.

How can MSCI execute the repurchases?

Repurchases may be made via open‑market or privately negotiated transactions, including accelerated share repurchases, trading plans, or derivative transactions.

What factors will determine MSCI’s repurchase timing and amount?

They will depend on market conditions, available capital resources, applicable securities laws, and other factors.

What financial information did MSCI furnish with this 8‑K?

MSCI furnished Q3 2025 financial information via Exhibit 99.1, including non‑GAAP measures with definitions and GAAP reconciliations.

Can the repurchase authorization change?

Yes. The authorization may be modified, suspended, or terminated at any time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/28/2025 - 06:46 AM Learn about SEC filing dates

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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): October 25, 2025

MSCI Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-33812

13-4038723

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

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:

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On October 28, 2025, MSCI Inc. (the “Registrant”) released financial information with respect to its third quarter ended September 30, 2025. A copy of the press release containing this information is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”).

The Registrant’s press release contains certain non-GAAP financial measures. Definitions of each non-GAAP financial measure, additional information about why management believes such non-GAAP measures are meaningful and reconciliations of these non-GAAP financial measures to the comparable GAAP financial measures are also contained in Exhibit 99.1.

The information furnished under Item 2.02 of this 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 8.01 Other Events.

On October 25, 2025, the Board of Directors of the Registrant authorized a new share repurchase program for the repurchase of up to an aggregate of $3.0 billion of its common stock. This new authorization supersedes and replaces the Registrant’s prior share repurchase program authorized on October 28, 2024.

The timing, price and amount of repurchases will depend on market conditions, available capital resources, applicable securities laws and other factors. Repurchases may be made from time to time through one or more open market transactions or privately negotiated transactions, including, but not limited to, accelerated share repurchase transactions, trading plans or derivative transactions. The authorization may be modified, suspended or terminated at any time.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
Exhibit 99.1			Press Release of the Registrant, dated October 28, 2025, containing financial information for the third quarter ended September 30, 2025.
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.

			MSCI Inc.
Date: October 28, 2025			By:			/s/ Henry A. Fernandez
			Name:			Henry A. Fernandez
			Title:			Chairman and Chief Executive Officer