MSCI Form 4 Filing: Director Defers Dividend Shares, Holdings 1,628

Rhea-AI Filing Summary

Robin Matlock, a director of MSCI Inc. (MSCI), reported a small, non‑cash share accrual on 08/29/2025. The filing shows the acquisition of 4 common shares at an effective price of $0 as a dividend issuance under MSCI's Non‑Employee Directors Deferral Plan, bringing the reporting person’s direct beneficial ownership to 1,628 shares. Under the deferral plan, the deferred shares will not be distributed until the earlier of June 1, 2033 or the 60th day after the director’s separation from service. The Form 4 was signed by an attorney‑in‑fact on 09/02/2025.

Insights

Financial Analyst

TL;DR: Director received a dividend in shares; transaction is routine and immaterial to MSCI's capital structure.

The reported acquisition of 4 shares at $0 reflects issuance via a director deferral plan rather than open‑market activity. This type of transaction does not dilute existing shareholders in an economically meaningful way and does not indicate insider buying or selling intent. The post‑transaction holding of 1,628 shares is modest relative to institutional positions and company float, so no material impact on valuation or governance is expected.

Corporate Governance Expert

TL;DR: This is a standard director compensation mechanic with deferred distribution terms; governance implications are minimal.

Issuance under the Non‑Employee Directors Deferral Plan is a common method to align directors with shareholder interests while deferring tax events. The deferral condition (payment on June 1, 2033 or upon separation) is clearly disclosed, which is consistent with transparent governance practices. The small size of the grant relative to typical director holdings suggests no change in voting influence or control dynamics.

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

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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^*

Matlock Robin

(Last) (First) (Middle)

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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
Common Stock	08/29/2025		A		4(1)	A	$0	1,628	D

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

Explanation of Responses:

1. Shares acquired by the Reporting Person in connection with MSCI Inc.'s payment of a dividend. Pursuant to the MSCI Inc. Non-Employee Directors Deferral Plan, the Reporting Person has elected to defer receipt of the shares until the earlier of June 1, 2033 and the 60th day after such Reporting Person's "separation from service" as a director.

Remarks:

	/s/ Cecilia Aza, attorney-in-fact	09/02/2025
	** 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.