S&P Global (NYSE: SPGI) completes spin-off of Mobility Global unit
Rhea-AI Filing Summary
S&P Global Inc. completed the previously announced separation of its automotive-focused Mobility division into an independent public company, Mobility Global Inc., effective at 12:01 a.m. New York City time on July 1, 2026. The separation was executed via a pro rata distribution of 100% of Mobility Global common stock to S&P Global stockholders of record as of June 15, 2026, with holders receiving one Mobility Global share for each S&P Global share owned.
Following the distribution, Mobility Global became a standalone, NYSE-listed company trading under the symbol MBGL, and S&P Global retains no ownership interest. Fractional Mobility Global shares will be sold in the open market, with stockholders receiving cash for their pro rata portion of the net proceeds. To govern their post-spin relationship, the companies entered into a Separation and Distribution Agreement, a Tax Matters Agreement with covenants aimed at preserving intended tax-free treatment, a Transition Services Agreement under which S&P Global will provide various support services for up to 18 months, and an Employee Matters Agreement covering compensation and benefits arrangements. Pro forma financial information reflecting the spin-off will be filed by amendment not later than four business days after the distribution date.
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Insights
S&P Global has spun off its Mobility division into a separate public company with detailed ongoing arrangements between the two businesses.
The separation moves S&P Global’s automotive analytics, data and forecasting operations into Mobility Global, which now trades independently as MBGL. S&P Global distributed all Mobility Global shares pro rata to existing stockholders on a one-for-one basis and no longer holds an equity stake.
The detailed ancillary agreements define how risks and obligations are split. The Separation and Distribution Agreement and uncapped cross-indemnities allocate liabilities between the retained businesses and the spin business, while the Tax Matters Agreement assigns pre- and post-closing tax responsibilities and includes covenants aimed at maintaining intended tax-free treatment of the restructuring.
The Transition Services Agreement, generally lasting up to 18 months after the distribution, means S&P Global will continue providing IT, finance, human resources and other shared services to Mobility Global for a fee based on fully loaded costs. An Employee Matters Agreement organizes how employees, benefits and related liabilities are divided between the two entities as they operate independently. Subsequent filings with pro forma financials and recast historical data will add clarity around the post-spin financial profiles.
8-K Event Classification
Key Figures
Key Terms
Separation and Distribution Agreement financial
Tax Matters Agreement financial
Transition Services Agreement financial
Employee Matters Agreement financial
pro forma financial information financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
Completion of Separation of Mobility Global from S&P Global
On July 1, 2026 (the “Distribution Date”), at 12:01 a.m. New York City time, the previously-announced separation (the “Separation”) of Mobility Global Inc. (“Mobility Global”) from S&P Global Inc. (“S&P Global”) became effective. The separation of Mobility Global, which comprises the business of S&P Global and its subsidiaries with respect to providing analytics, marketing, planning solutions, reports, forecasts and vehicle history data for the automotive sector, which operated under the S&P Global Mobility division (the “Spin Business”), was achieved through S&P Global’s distribution (the “Distribution”) of 100% of the shares of Mobility Global common stock to holders of S&P Global common stock as of the close of business on the record date of June 15, 2026 (the “Record Date”) after certain restructuring transactions were completed (the “Restructuring Transactions”). S&P Global stockholders of record received one share of Mobility Global common stock for every share of S&P Global common stock. Following the Distribution, Mobility Global became an independent, publicly-traded company with its common stock listed under the symbol “MBGL” on the New York Stock Exchange, and S&P Global retains no ownership interest in Mobility Global.
In connection with the Separation, Mobility Global entered into several agreements with S&P Global on June 30, 2026 that, among other things, effect the Separation and provide a framework for its relationship with S&P Global after the Separation, including the following agreements:
| ● | A Separation and Distribution Agreement; |
| ● | A Tax Matters Agreement; |
| ● | A Transition Services Agreement; |
| ● | An Employee Matters Agreement. |
Separation and Distribution Agreement
The Separation and Distribution Agreement governs the overall terms of the Separation. Generally, the Separation and Distribution Agreement includes Mobility Global’s and S&P Global’s agreements relating to the restructuring steps taken to complete the Separation, including the assets and rights transferred, liabilities assumed and related matters.
The Separation and Distribution Agreement provides for Mobility Global and S&P Global to transfer specified assets between the companies that will operate the Spin Business after the Distribution, on the one hand, and S&P Global’s remaining businesses, on the other hand. The Separation and Distribution Agreement requires Mobility Global and S&P Global to use commercially reasonable efforts (subject to certain exceptions) to obtain consents, approvals and amendments required to assign the assets and liabilities transferred pursuant to the Separation and Distribution Agreement.
Unless otherwise provided in the Separation and Distribution Agreement or any of the related ancillary agreements, all assets were transferred on an “as is, where is” basis. Generally, if the transfer of any assets or any claim or right or benefit arising thereunder required a consent that was not obtained before the Distribution, or if the transfer or assignment of any such asset or such claim or right or benefit arising thereunder was ineffective, adversely affected the rights of the transferor thereunder, the party retaining any asset that otherwise would have been transferred shall hold such asset for the use and benefit of the party entitled thereto and retain such liability for the account of the party by whom such liability is to be assumed, and take such other action (subject to certain exceptions) as may be reasonably requested by such party in order to place such party, insofar as reasonably possible, in the same position as would have existed had such asset or liability been transferred prior to the Distribution.
In addition, Mobility Global also grants and receives non-exclusive licenses under certain intellectual property in connection with the Separation and Distribution Agreement, which generally provides S&P Global and Mobility Global rights to continue operating their respective businesses following the Distribution.
In addition, the Separation and Distribution Agreement governs the treatment of indemnification, insurance and litigation responsibility and management. Generally, the Separation and Distribution Agreement provides for uncapped cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of the Spin Business with Mobility Global and financial responsibility for the obligations and liabilities of S&P Global’s retained businesses with S&P Global. The Separation and Distribution Agreement establishes the procedures for handling claims subject to indemnification and related matters.
Tax Matters Agreement
In connection with the Separation, S&P Global and Mobility Global entered into the Tax Matters Agreement, which governs the parties’ respective rights, responsibilities and obligations with respect to taxes, including taxes arising in the ordinary course of business, and taxes, if any, incurred as a result of the failure of certain of the Restructuring Transactions, including the Distribution and certain related transactions, to qualify for tax-free treatment for U.S. federal income tax purposes. The Tax Matters Agreement also sets forth the respective obligations of the parties with respect to the filing of tax returns, the administration of tax contests and assistance and cooperation on tax matters.
In general, the Tax Matters Agreement governs the rights and obligations that S&P Global and Mobility Global have after the Separation with respect to taxes for both pre- and post-closing periods. Under the Tax Matters Agreement, S&P Global is generally responsible for all of Mobility Global’s pre-closing taxes that are reported on combined tax returns with S&P Global or any of S&P Global’s affiliates and all pre-closing non-income taxes attributable to the businesses and assets retained by S&P Global. Mobility Global will generally be responsible for all of Mobility Global’s pre-closing income taxes that are reported on tax returns that include only Mobility Global and/or its subsidiaries (i.e., “separate tax returns”) and all pre-closing non-income taxes attributable to its business or assets.
In the Tax Matters Agreement, Mobility Global also agreed to certain covenants that contain restrictions intended to preserve the tax-free treatment of the Separation. Mobility Global may take certain actions prohibited by these covenants only if Mobility Global obtains and provides to S&P Global a ruling from the IRS or an opinion from a tax adviser acceptable to S&P Global in its sole discretion, in each case, to the effect that such action will not jeopardize the tax-free treatment of these transactions, or if Mobility Global obtains S&P Global’s prior written consent, in S&P Global’s sole and absolute discretion, waiving such requirement. Mobility Global will covenant not to take any action, or not to fail to take any action, where such action or failure to act adversely affects or could reasonably be expected to adversely affect the tax-free treatment of the Separation, for all relevant time periods. In addition, these covenants will include specific restrictions on Mobility Global’s ability to:
| · | cause or permit certain business combinations or transactions to occur during the two-year period following the Distribution Date (or otherwise pursuant to a “plan” within the meaning of Section 355(e) of the Internal Revenue Code of 1986, as amended (the “Code”)); |
| · | discontinue the active conduct of Mobility Global’s business (within the meaning of Section 355(b)(2) of the Code) during the two-year period following the Distribution Date; |
| · | sell or otherwise issue Mobility Global’s common stock during the two-year period following the Distribution Date, other than pursuant to issuances that satisfy certain regulatory safe harbors set forth in Treasury regulations related to stock issued to employees and retirement plans; |
| · | redeem or otherwise acquire any of Mobility Global’s common stock, other than pursuant to open-market repurchases of less than 20% of Mobility Global’s common stock (in the aggregate), during the two-year period following the Distribution Date; |
| · | amend Mobility Global’s certificate of incorporation (or other organizational documents) or take any other action, whether through a shareholder vote or otherwise, affecting the voting rights of Mobility Global’s common stock, in each case during the two-year period following the Distribution Date; and |
| · | more generally, take any action that could reasonably be expected to cause the Separation or certain of the Restructuring Transactions undertaken pursuant thereto to fail to qualify as tax-free transactions for U.S. federal income tax purposes or for non-U.S. tax purposes. |
Mobility Global is generally required to indemnify S&P Global against any and all tax-related liabilities incurred by S&P Global or its subsidiaries relating to the Separation, including the Distribution and certain related transactions, to the extent caused by any action undertaken by Mobility Global or in respect of Mobility Global’s shares. The indemnification will apply even if S&P Global has permitted Mobility Global to take an action that would otherwise have been prohibited under the tax-related covenants described above.
Transition Services Agreement
The Transition Services Agreement (“TSA”) sets forth the terms on which S&P Global provides to Mobility Global, on a transitional basis, certain services or functions that the companies historically have shared. The transition services include various services or functions, including information technology, finance and human resources, generally for a period of up to 18 months following the Distribution. Mobility Global is charged fees for the transition services that are based on S&P Global’s reasonably apportioned fully-loaded overhead, administrative and supervisory costs and expenses incurred in connection with the provision of the transition services to Mobility Global. The TSA provides that Mobility Global may, subject to certain conditions, terminate any or all of the transition services upon prior written notice to S&P Global. Mobility Global indemnifies S&P Global from liabilities for certain claims, including claims arising from Mobility Global’s breach of the TSA or from Mobility Global’s gross negligence, willful misconduct or fraud. S&P Global indemnifies Mobility Global from liabilities for claims arising from S&P Global’s breach of the TSA or from S&P Global’s gross negligence, willful misconduct or fraud. Subject to certain customary exceptions, each of S&P Global’s and Mobility Global’s maximum aggregate liability under the TSA are generally limited to the fees actually paid to S&P Global under the agreement.
Employee Matters Agreement
The Employee Matters Agreement governs each of S&P Global’s and Mobility Global’s respective compensation and benefit obligations with respect to current and former employees, directors and consultants. The Employee Matters Agreement sets forth general principles relating to employee matters in connection with the Separation, such as the assignment of employees, the assumption and retention of liabilities and related assets, expense reimbursements, workers’ compensation, leaves of absence, the provision of comparable benefits, employee service credit, the sharing of employee information and duplication or acceleration of benefits.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On the Distribution Date, S&P Global completed the previously-announced separation of Mobility Global. Effective as of 12:01 a.m. New York City time on the Distribution Date, the common stock of Mobility Global was distributed, on a pro rata basis, to S&P Global’s stockholders of record as of the close of business on the Record Date. On the Distribution Date, each of the stockholders of S&P Global received one share of Mobility Global common stock for every share of S&P Global’s common stock held by such stockholder on the Record Date. Fractional shares of Mobility Global common stock were not delivered in the Distribution. Any fractional share of Mobility Global common stock otherwise issuable to a S&P Global stockholder will be sold in the open market on such stockholder’s behalf, and such stockholder will receive a cash payment for the fractional share based on the stockholder’s pro rata portion of the net cash proceeds from sales of all fractional shares.
The Separation was completed pursuant to the Separation and Distribution Agreement. The description of the Separation included under Item 1.01 of this Current Report on Form 8-K and the Separation and Distribution Agreement attached as Exhibit 2.1 to this Current Report on Form 8-K are incorporated by reference in this Item 2.01.
Item 8.01. Other Events.
On July 1, 2026 S&P Global issued a press release announcing the completion of the Separation. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
The pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K not later than four business days after the Distribution Date.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1†+ | Separation and Distribution Agreement between S&P Global Inc. and Mobility Global Inc., dated June 30, 2026. | |
| 10.1†+ | Transition Services Agreement between S&P Global Inc. and Mobility Global Inc., dated June 30, 2026. | |
| 10.2†+ | Tax Matters Agreement between S&P Global Inc. and Mobility Global Inc., dated June 30, 2026. | |
| 10.3† | Employee Matters Agreement between S&P Global Inc. and Mobility Global Inc., dated June 30, 2026. | |
| 99.1 | Press release issued by S&P Global Inc., dated July 1, 2026, announcing the completion of the Separation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
† Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.
+ Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: July 1, 2026 | S&P Global Inc. | |||
| By: | /s/ Judah Bareli | |||
| Judah Bareli | ||||
| Vice President, Associate General Counsel & Corporate Secretary | ||||
Exhibit 99.1
S&P GLOBAL INC. COMPLETES SEPARATION OF MOBILITY GLOBAL INC.
NEW YORK, JULY 1, 2026 – S&P Global Inc. (NYSE: SPGI) announced today that it has completed the separation of its Mobility division into an independent, public company, Mobility Global Inc. (“Mobility Global”). Mobility Global common stock will begin regular-way trading today on the New York Stock Exchange under the ticker symbol “MBGL”.
“The successful completion of this separation reflects the extraordinary work and dedication of the S&P Global and Mobility Global teams over the past 15 months,” said Martina Cheung, President and CEO of S&P Global. “Together, we have built a strong foundation for Mobility Global as an independent company and both companies stand well-positioned for the future.”
The separation was achieved through the distribution of 100 percent of the shares of Mobility Global to holders of S&P Global common stock effective as of 12:01 a.m. New York City time on July 1, 2026, with S&P Global stockholders receiving one share of Mobility Global common stock for every share of S&P Global common stock held at the close of business on June 15, 2026, the record date. S&P Global stockholders entitled to receive the distribution received a book-entry account statement or a credit to their brokerage account reflecting their ownership of Mobility Global common stock. Fractional shares of Mobility Global common stock were not distributed. Any fractional share of Mobility Global common stock otherwise issuable to a S&P Global stockholder will be sold in the open market on such stockholder’s behalf, and such stockholder will receive a cash payment for the fractional share based on its pro rata portion of the net cash proceeds from all sales of fractional shares.
S&P Global expects to issue a press release on July 6, 2026 providing recast financial information for full year 2025, the four quarters of 2025 and the first quarter of 2026, reflecting the completion of the spin-off of Mobility Global.
Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and Evercore Group L.L.C. served as financial advisors and Davis Polk & Wardwell LLP and Baker McKenzie LLP served as legal advisors to S&P Global.
About S&P Global
S&P Global (NYSE: SPGI) enables businesses, governments, and individuals with trusted data, expertise and technology to make decisions with conviction. We are Advancing Essential Intelligence through world-leading benchmarks, data, and insights that customers need in order to plan confidently, act decisively, and thrive in a rapidly changing global landscape.
From helping our customers assess new investments across the capital and commodities markets to navigating the energy expansion, acceleration of artificial intelligence, and evolution of public and private markets, we enable the world’s leading organizations to unlock opportunities, solve challenges, and plan for tomorrow – today.
Forward-Looking Statements
This press release contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future events, trends, contingencies or results, appear at various places in this press release and use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “potential,” “predict,” “project,” “strategy,” “target” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would.” For example, management may use forward-looking statements when addressing topics such as: the outcome of contingencies; future actions by regulators; changes in the business strategies and methods of generating revenue of S&P Global Inc. (the “Company”); the development and performance of the Company’s services and products; the expected impact of acquisitions and dispositions; and the Company’s effective tax rates; the Company’s cost structure, dividend policy, cash flows or liquidity.
Forward-looking statements are subject to inherent risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, among other things:
| · | worldwide economic, financial, political, and regulatory conditions (including slower GDP growth or recession, restrictions on trade (e.g., tariffs), instability in the banking sector and inflation), and factors that contribute to uncertainty and volatility (e.g., supply chain risk), geopolitical uncertainty (including military conflict), natural and man-made disasters, civil unrest, public health crises (e.g., pandemics), and conditions that result from legislative, regulatory, trade and policy changes, including from the U.S. administration; |
| · | the volatility and health of debt, equity, commodities and energy markets, including credit quality and spreads, the composition and mix of credit maturity profiles, the level of liquidity and future debt issuances, equity flows from active to passive, fluctuations in average asset prices in global equities, demand for investment products that track indices and assessments and trading volumes of certain exchange traded derivatives; |
| · | the demand and market for credit ratings in and across the sectors and geographies where the Company operates; |
| · | the Company’s ability to maintain adequate physical, technical and administrative safeguards to protect the security of confidential information and data, or protect against a system or network disruption that results in regulatory penalties and remedial costs or improper disclosure of confidential information or data; |
| · | the outcome of litigation, government and regulatory proceedings, investigations and inquiries; |
| · | concerns in the marketplace affecting the Company’s credibility or otherwise affecting market perceptions of the integrity or utility of independent credit ratings, benchmarks, indices and other services; |
| · | the level of merger and acquisition activity in the United States and abroad; |
| · | the level of the Company’s future cash flows and capital investments; |
| · | the effect of competitive products (including those incorporating artificial intelligence ("AI")) and pricing, including the level of success of new product developments and global expansion; |
| · | the impact of customer cost-cutting pressures; |
| · | a decline in the demand for our products and services by our customers and other market participants; |
| · | our ability to develop new products or technologies, to integrate our products with new technologies (e.g., AI), or to compete with new products or technologies offered by new or existing competitors; |
| · | the introduction of competing products (including those developed by AI) or technologies by other companies; |
| · | our ability to protect our intellectual property from unauthorized use and infringement, including by others using AI technologies, and to operate our business without violating third-party intellectual property rights, including through our own use of AI in our products and services; |
| · | our ability to attract, incentivize and retain key employees, especially in a competitive business environment; |
| · | our ability to successfully navigate key organizational changes; |
| · | the continuously evolving regulatory environment in Europe, the United States and elsewhere around the globe affecting each of our businesses and the products they offer, and our compliance therewith; |
| · | the Company’s exposure to potential criminal sanctions or civil penalties for noncompliance with foreign and U.S. laws and regulations that are applicable in the jurisdictions in which it operates, including sanctions laws relating to countries such as Iran, Russia and Venezuela, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010, and local laws prohibiting corrupt payments to government officials, as well as import and export restrictions; |
| · | the Company’s ability to make acquisitions and dispositions and successfully integrate the businesses we acquire; |
| · | consolidation of the Company’s customers, suppliers or competitors; |
| · | the ability of the Company, and its third-party service providers, to maintain adequate physical and technological infrastructure; |
| · | the Company’s ability to successfully recover from a disaster or other business continuity problem, such as an earthquake, hurricane, flood, civil unrest, protests, military conflict, terrorist attack, outbreak of pandemic or contagious diseases, security breach, cyber attack, data breach, power loss, telecommunications failure or other natural or man-made event; |
| · | the impact on the Company’s revenue and net income caused by fluctuations in foreign currency exchange rates; |
| · | the impact of changes in applicable tax or accounting requirements on the Company; |
| · | the ability of the separation of Mobility Global to qualify for tax-free treatment for U.S. federal income tax purposes; |
| · | any disruption to the Company’s business in connection with the separation of Mobility Global; |
| · | any loss of synergies from separating the businesses of Mobility Global and the Company that adversely impact the results of operations of both businesses, or the companies resulting from the separation of Mobility Global not realizing all of the expected benefits of the separation; and |
| · | following the separation of Mobility Global, the combined value of the common stock of the two publicly-traded companies not being equal to or greater than the value of the Company’s common stock had the separation not occurred. |
The factors noted above are not exhaustive. The Company and its subsidiaries operate in a dynamic business environment in which new risks emerge frequently. Accordingly, the Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the dates on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made, except as required by applicable law. Further information about the Company’s businesses, including information about factors that could materially affect its results of operations and financial condition, is contained in the Company’s filings with the SEC, including Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K.
Contacts:
S&P Global Investor Relations:
Mark Grant
Senior Vice President, Investor Relations and Treasurer
Tel: +1 (347) 640-1521
mark.grant@spglobal.com
Media:
Christina Twomey
Chief Communications Officer, S&P Global
Tel: +1 (646) 407-3001
christina.twomey@spglobal.com