MSCI (MSCI) CEO awarded 42,193 performance stock options after targets met

Rhea-AI Filing Summary

MSCI Inc. reported that Chairman and CEO Henry A. Fernandez received a grant of 42,193 performance stock options to purchase common stock on January 26, 2026. These options have an exercise price of $554.52 per share and were earned after a performance condition was certified.

The performance stock options were originally granted on February 2, 2023 and relate to a performance period from January 1, 2023 through December 31, 2025. The options are scheduled to vest on February 2, 2026, subject to continued service and the previously satisfied performance condition.

Insider Trade Summary

11 transactions reported

Mixed 11 txns

Insider Fernandez Henry A

Role Chairman and CEO

Type	Security	Shares	Price	Value
Grant/Award	Option to purchase common stock	42,193	$0.00	--
holding	Option to purchase common stock	--	--	--
holding	Premium option to purchase common stock	--	--	--
holding	Premium option to purchase common stock	--	--	--
holding	Premium option to purchase common stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Option to purchase common stock — 42,193 shares (Direct); Premium option to purchase common stock — 36,846 shares (Direct); Common Stock — 1,487,047 shares (Direct); Common Stock — 309,821 shares (Indirect, By Henry Fernandez 2024 MSCI Annuity Trust)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Fernandez Henry A

(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)

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

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
Common Stock								1,487,047	D
Common Stock								309,821	I	By Henry Fernandez 2024 MSCI Annuity Trust
Common Stock								335,069	I	By Fernandez 2007 Children's Trust
Common Stock								15,400	I	By Son
Common Stock								15,400	I	By Son
Common Stock								15,400	I	By Daughter

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		42,193(1)		02/02/2026	02/02/2033	Common Stock	42,193	$0	42,193	D
Option to purchase common stock	$549.83							02/03/2025	02/03/2032	Common Stock	29,564		29,564	D
Premium option to purchase common stock	$1,000							01/31/2030	01/31/2035	Common Stock	36,846		36,846	D
Premium option to purchase common stock	$1,100							01/31/2030	01/31/2035	Common Stock	40,780		40,780	D
Premium option to purchase common stock	$1,200							01/31/2030	01/31/2035	Common Stock	44,920		44,920	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 42,193 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 did MSCI (MSCI) disclose about Henry Fernandez’s latest equity award?

MSCI disclosed that Chairman and CEO Henry A. Fernandez received 42,193 performance stock options. These options were earned after a compensation committee certified achievement of a performance condition and will allow him to purchase MSCI common stock at a fixed exercise price once vested.

What are the key terms of the 42,193 performance stock options at MSCI (MSCI)?

The 42,193 performance stock options have a $554.52 exercise price and relate to MSCI common stock. They were granted in 2023, earned after a 2023–2025 performance period, and are scheduled to vest on February 2, 2026, subject to continued service.

When do Henry Fernandez’s newly earned MSCI (MSCI) performance stock options vest?

The performance stock options are scheduled to vest on February 2, 2026. Vesting occurs on the third anniversary of the February 2, 2023 grant date, assuming Henry A. Fernandez remains in continuous service through that date following satisfaction of the applicable performance condition.

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

The performance period ran from January 1, 2023 through December 31, 2025. The compensation committee certified that the performance condition for this multi-year period was met, which determined that 42,193 performance stock options to purchase MSCI common stock were ultimately earned by Henry A. Fernandez.

How many MSCI (MSCI) common shares underlie Henry Fernandez’s new performance stock options?

The new performance stock options are tied to 42,193 shares of MSCI common stock. Each option represents the right to purchase one share at an exercise price of $554.52, once the options vest on February 2, 2026, following prior satisfaction of the performance condition.

What existing MSCI (MSCI) option holdings does Henry Fernandez report besides the new grant?

Henry A. Fernandez also reports several existing option positions. These include options to purchase 29,564 shares of common stock and multiple premium options covering 36,846, 40,780, and 44,920 shares, each with specified future exercisable and expiration dates extending through 2035.