MSCI (MSCI) General Counsel earns 3,624 performance stock options after targets met

Rhea-AI Filing Summary

MSCI Inc.'s General Counsel, Robert J. Gutowski, was credited with 3,624 performance stock options to purchase common stock after a committee certified that the required performance goals were achieved on January 26, 2026. These options were originally granted on February 2, 2023 with an exercise price of $554.52 per share.

The performance condition covered the period from January 1, 2023 through December 31, 2025 and was met for 3,624 underlying shares. The options are scheduled to vest on February 2, 2026, assuming Mr. Gutowski continues in service through that date.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gutowski Robert J.

(Last) (First) (Middle)

MSCI INC.

7 WORLD TRADE CENTER, 250 GREENWICH ST.

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MSCI Inc. [ MSCI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to purchase common stock	$554.52	01/26/2026		A		3,624(1)		02/02/2026	02/02/2033	Common Stock	3,624	$0	3,624	D

Explanation of Responses:

1. Represents the number of performance stock options ("PSOs") to purchase common stock earned by the reporting person following the certification by the Compensation, Talent and Culture Committee on January 26, 2026 of the achievement of the performance condition applicable to the PSOs. The PSOs were granted on February 2, 2023 and vest on the third anniversary of the grant date, subject to continuous service through such date and satisfaction of the performance condition for the performance period from January 1, 2023 and ending on December 31, 2025. The performance condition for the PSOs was met with respect to 3,624 shares of common stock, and the PSOs are scheduled to vest on February 2, 2026.

Remarks:

	/s/ Cecilia Aza, attorney-in-fact	01/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did MSCI (MSCI) report for Robert J. Gutowski?

MSCI reported that General Counsel Robert J. Gutowski earned 3,624 performance stock options. These derivative awards were recognized after performance goals were certified as achieved on January 26, 2026, and relate to an original grant dated February 2, 2023.

How many MSCI (MSCI) performance stock options did the General Counsel earn?

The General Counsel earned 3,624 performance stock options linked to MSCI common stock. This number reflects the portion of the award that satisfied the performance condition measured over the January 1, 2023 to December 31, 2025 performance period.

What is the exercise price of the MSCI (MSCI) performance stock options?

Each performance stock option has an exercise price of $554.52 per share. This means the holder can buy MSCI common stock at $554.52 once the options vest, subject to meeting all service and performance conditions.

When do the reported MSCI (MSCI) performance stock options vest?

The performance stock options are scheduled to vest on February 2, 2026. Vesting is contingent on the reporting person’s continuous service through that date, following satisfaction of the performance condition for the 2023–2025 performance period.

What performance period applied to the MSCI (MSCI) performance stock options?

The options were tied to a performance period running from January 1, 2023 through December 31, 2025. The Compensation, Talent and Culture Committee certified achievement of the applicable performance condition on January 26, 2026.

Is the MSCI (MSCI) Form 4 transaction a purchase or an award?

The Form 4 reflects an award of performance stock options, not an open-market purchase. The options were credited after performance goals were certified, with no cash price paid for receiving the derivative awards themselves.