0000064040FALSE00000640402026-10-232026-10-23
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: October 23, 2026
S&P Global Inc.
(Exact Name of Registrant as specified in its charter)
| | | | | | | | |
| New York | 1-1023 | 13-1026995 |
| (State or other jurisdiction of incorporation or organization) | (Commission File No.) | (IRS Employer Identification No.) |
55 Water Street, New York, New York 10041
(Address of Principal Executive Offices) (Zip Code)
(212) 438-1000
(Registrant’s telephone number, including area code)
investor.relations@spglobal.com
(Registrant's email address)
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:
☐ 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 | Name of Exchange on which registered | | |
| Common stock (par value $1.00 per share) | SPGI | 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 8.01. Other Events
As previously disclosed, on July 1, 2026, S&P Global Inc. (the “Registrant”) completed the separation of its S&P Global Mobility segment (“Mobility”) into a separate, independent public company, Mobility Global Inc. (the “Separation”).
The Registrant is providing the unaudited pro forma condensed consolidated financial statements of the Registrant giving effect to the Separation, which includes (i) the unaudited pro forma condensed consolidated statements of income for the six months ended June 30, 2026 and each of the years ended December 31, 2025, 2024 and 2023, and (ii) the unaudited pro forma condensed consolidated balance sheet as of June 30, 2026, which are filed as Exhibit 99 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibits are furnished with this report:
(99) Unaudited pro forma condensed consolidated statements of income of the Registrant for the six months ended June 30, 2026 and each of the years ended December 31, 2025, 2024 and 2023 and the unaudited pro forma condensed consolidated balance sheet of the Registrant as of June 30, 2026.
(104) Cover Page Interactive Data File (formatted as Inline XBRL).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K Report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | | | | |
| S&P Global Inc. | | |
| | | | |
| /s/ | Judah Bareli | | |
| By: | Judah Bareli | |
| | Vice President, Associate General Counsel | |
| | & Corporate Secretary | |
Dated: October 23, 2026
Exhibit 99
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On July 1, 2026 (the “Separation Date”), S&P Global Inc. (the “Registrant”, the “Company” or “S&P Global”) completed the previously announced separation of its S&P Global Mobility segment (“Mobility”), into a separate, independent public company, Mobility Global Inc. (“Mobility Global”). The separation was structured as a spin-off (the “Spin-off”), which occurred by way of a pro rata distribution of 100% of the outstanding shares of Mobility Global common stock to the holders of S&P Global common stock. S&P Global shareholders received one share of Mobility Global stock for every one share of S&P Global stock held of record as of the close of business on June 15, 2026 (the “Record Date”). Mobility Global is now an independent public company under the symbol “MBGL“ on the New York Stock Exchange. After the distribution, S&P Global will no longer consolidate Mobility Global into its financial results (the entire transaction is being referred to as the “Separation”).
The unaudited pro forma condensed consolidated financial statements have been derived from the Company’s historical consolidated financial statements and give effect to the Separation. The following unaudited pro forma condensed consolidated statements of income for the six months ended June 30, 2026 and each of the years ended December 31, 2025, 2024 and 2023 reflect the Company’s results as if the Separation had occurred as of January 1, 2023 in that they reflect the reclassification of Mobility as discontinued operations for all periods presented. The adjustments in the “Transaction Accounting Adjustments” column in the unaudited pro forma condensed consolidated statements of income for the six months ended June 30, 2026 and the year ended December 31, 2025 give effect to the Separation and related transactions as if they had occurred as of January 1, 2025. The following unaudited pro forma condensed consolidated balance sheet as of June 30, 2026 reflects the Company’s financial position as if the Separation had occurred on June 30, 2026. After the date of the Separation, the historical financial results of Mobility through June 30, 2026 will be reflected in our consolidated financial statements as discontinued operations in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for all periods.
The unaudited pro forma condensed consolidated financial statements have been prepared based on the best available information and management estimates and are subject to the assumptions and adjustments described below and in the accompanying notes to those financial statements. They are not intended to be a complete presentation of the Company’s financial position or results of operations had the Separation occurred as of and for the periods indicated. In addition, the unaudited pro forma condensed consolidated financial statements are provided for illustrative and information purposes only and are not necessarily indicative of the Company’s future results of operations or financial condition had the Separation and related transactions been completed on the dates assumed. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. Management believes these assumptions and adjustments are reasonable, given the information available at the filing date. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the Company’s historical consolidated financial statements and accompanying notes.
The unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Regulation S-X Article 11.
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Six Months Ended June 30, 2026
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in millions, except per share amounts) | Historical | | Mobility Discontinued Operations (Note a) | | S&P Global Continuing Operations (Subtotal) | | Transaction Accounting Adjustments | | Pro Forma |
| Revenue | $ | 8,318 | | | $ | 921 | | | $ | 7,397 | | | | | $ | 7,397 | |
| Expenses: | | | | | | | | | |
| Operating-related expenses | 2,394 | | | 268 | | | 2,126 | | | | | 2,126 | |
| Selling and general expenses | 1,681 | | | 351 | | | 1,330 | | | (13) | | (c) | 1,317 | |
| Depreciation | 64 | | | 7 | | | 57 | | | | | 57 | |
| Amortization of intangibles | 551 | | | 152 | | | 399 | | | | | 399 | |
| Total expenses | 4,690 | | | 778 | | | 3,912 | | | (13) | | | 3,899 | |
| Gain on dispositions | (186) | | | — | | | (186) | | | | | (186) | |
| | | | | | | | | |
| Operating profit | 3,814 | | | 143 | | | 3,671 | | | 13 | | | 3,684 | |
| Other income, net | (6) | | | — | | | (6) | | | | | (6) | |
| Interest expense, net | 182 | | | 3 | | | 179 | | | | | 179 | |
| Income from continuing operations before taxes on income | 3,638 | | | 140 | | | 3,498 | | | 13 | | | 3,511 | |
| Provision for taxes on income | 810 | | | 56 | | | 754 | | | 3 | | (d) | 757 | |
| Net income from continuing operations | 2,828 | | | 84 | | | 2,744 | | | 10 | | | 2,754 | |
| Less: net income attributable to noncontrolling interests | (215) | | | — | | | (215) | | | | | (215) | |
| Net income from continuing operations attributable to S&P Global Inc. | $ | 2,613 | | | $ | 84 | | | $ | 2,529 | | | $ | 10 | | | $ | 2,539 | |
| | | | | | | | | |
| Earnings per share from continuing operations attributable to S&P Global Inc. common shareholders: | | | | | | | | | |
| Net income: | | | | | | | | | |
| Basic | $ | 8.82 | | | | | | | | | $ | 8.57 | |
| Diluted | $ | 8.81 | | | | | | | | | $ | 8.56 | |
| Weighted-average number of common shares outstanding: | | | | | | | | | |
| Basic | 296.4 | | | | | | | | | 296.4 | |
| Diluted | 296.6 | | | | | | | | | 296.6 | |
See accompanying notes to the unaudited pro forma condensed consolidated financial statements.
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year Ended December 31, 2025
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in millions, except per share amounts) | Historical | | Mobility Discontinued Operations (Note a) | | S&P Global Continuing Operations (Subtotal) | | Transaction Accounting Adjustments | | Pro Forma |
| Revenue | $ | 15,336 | | | $ | 1,747 | | | $ | 13,589 | | | | | $ | 13,589 | |
| Expenses: | | | | | | | | | |
| Operating-related expenses | 4,563 | | | 513 | | | 4,050 | | | | | 4,050 | |
| Selling and general expenses | 3,417 | | | 544 | | | 2,873 | | | (35) | | (c) | 2,838 | |
| Depreciation | 110 | | | 14 | | | 96 | | | | | 96 | |
| Amortization of intangibles | 1,069 | | | 303 | | | 766 | | | | | 766 | |
| Total expenses | 9,159 | | | 1,374 | | | 7,785 | | | (35) | | | 7,750 | |
| Gain on dispositions | (273) | | | — | | | (273) | | | | | (273) | |
| Equity in income on unconsolidated subsidiaries | (28) | | | — | | | (28) | | | | | (28) | |
| Operating profit | 6,478 | | | 373 | | | 6,105 | | | 35 | | | 6,140 | |
| Other income, net | (36) | | | — | | | (36) | | | | | (36) | |
| Interest expense, net | 287 | | | (1) | | | 288 | | | | | 288 | |
| Income from continuing operations before taxes on income | 6,227 | | | 374 | | | 5,853 | | | 35 | | | 5,888 | |
| Provision for taxes on income | 1,407 | | | 69 | | | 1,338 | | | 9 | | (d) | 1,347 | |
| Net income from continuing operations | 4,820 | | | 305 | | | 4,515 | | | 26 | | | 4,541 | |
| Less: net income attributable to noncontrolling interests | (349) | | | — | | | (349) | | | | | (349) | |
| Net income from continuing operations attributable to S&P Global Inc. | $ | 4,471 | | | $ | 305 | | | $ | 4,166 | | | $ | 26 | | | $ | 4,192 | |
| | | | | | | | | |
| Earnings per share from continuing operations attributable to S&P Global Inc. common shareholders: | | | | | | | | | |
| Net income: | | | | | | | | | |
| Basic | $ | 14.67 | | | | | | | | | $ | 13.75 | |
| Diluted | $ | 14.66 | | | | | | | | | $ | 13.74 | |
| Weighted-average number of common shares outstanding: | | | | | | | | | |
| Basic | 304.8 | | | | | | | | | 304.8 | |
| Diluted | 305.1 | | | | | | | | | 305.1 | |
See accompanying notes to the unaudited pro forma condensed consolidated financial statements.
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year Ended December 31, 2024
| | | | | | | | | | | | | | | | | | | | | |
| (in millions, except per share amounts) | Historical | | Mobility Discontinued Operations (Note a) | | | | | | Pro Forma |
| Revenue | $ | 14,208 | | | $ | 1,609 | | | | | | | $ | 12,599 | |
| Expenses: | | | | | | | | | |
| Operating-related expenses | 4,361 | | | 487 | | | | | | | 3,874 | |
| Selling and general expenses | 3,196 | | | 433 | | | | | | | 2,763 | |
| Depreciation | 96 | | | 13 | | | | | | | 83 | |
| Amortization of intangibles | 1,077 | | | 302 | | | | | | | 775 | |
| Total expenses | 8,730 | | | 1,235 | | | | | | | 7,495 | |
| Gain on dispositions | (59) | | | — | | | | | | | (59) | |
| Equity in income on unconsolidated subsidiaries | (43) | | | — | | | | | | | (43) | |
| Operating profit | 5,580 | | | 374 | | | | | | | 5,206 | |
| Other income, net | (25) | | | — | | | | | | | (25) | |
| Interest expense, net | 297 | | | (1) | | | | | | | 298 | |
| Income from continuing operations before taxes on income | 5,308 | | | 375 | | | | | | | 4,933 | |
| Provision for taxes on income | 1,141 | | | 92 | | | | | | | 1,049 | |
| Net income from continuing operations | 4,167 | | | 283 | | | | | | | 3,884 | |
| Less: net income attributable to noncontrolling interests | (315) | | | — | | | | | | | (315) | |
| Net income from continuing operations attributable to S&P Global Inc. | $ | 3,852 | | | $ | 283 | | | | | | | $ | 3,569 | |
| | | | | | | | | |
| Earnings per share from continuing operations attributable to S&P Global Inc. common shareholders: | | | | | | | | | |
| Net income: | | | | | | | | | |
| Basic | $ | 12.36 | | | | | | | | | $ | 11.46 | |
| Diluted | $ | 12.35 | | | | | | | | | $ | 11.44 | |
| Weighted-average number of common shares outstanding: | | | | | | | | | |
| Basic | 311.6 | | | | | | | | | 311.6 | |
| Diluted | 311.9 | | | | | | | | | 311.9 | |
See accompanying notes to the unaudited pro forma condensed consolidated financial statements.
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year Ended December 31, 2023
| | | | | | | | | | | | | | | | | | | | | |
| (in millions, except per share amounts) | Historical | | Mobility Discontinued Operations (Note a) | | | | | | Pro Forma |
| Revenue | $ | 12,497 | | | $ | 1,484 | | | | | | | $ | 11,013 | |
| Expenses: | | | | | | | | | |
| Operating-related expenses | 4,141 | | | 408 | | | | | | | 3,733 | |
| Selling and general expenses | 3,159 | | | 448 | | | | | | | 2,711 | |
| Depreciation | 101 | | | 9 | | | | | | | 92 | |
| Amortization of intangibles | 1,042 | | | 302 | | | | | | | 740 | |
| Total expenses | 8,443 | | | 1,167 | | | | | | | 7,276 | |
| Loss on dispositions | 70 | | | — | | | | | | | 70 | |
| Equity in income on unconsolidated subsidiaries | (36) | | | — | | | | | | | (36) | |
| Operating profit | 4,020 | | | 317 | | | | | | | 3,703 | |
| Other expense, net | 15 | | | — | | | | | | | 15 | |
| Interest expense, net | 334 | | | (1) | | | | | | | 335 | |
| Income from continuing operations before taxes on income | 3,671 | | | 318 | | | | | | | 3,353 | |
| Provision for taxes on income | 778 | | | 63 | | | | | | | 715 | |
| Net income from continuing operations | 2,893 | | | 255 | | | | | | | 2,638 | |
| Less: net income attributable to noncontrolling interests | (267) | | | — | | | | | | | (267) | |
| Net income from continuing operations attributable to S&P Global Inc. | $ | 2,626 | | | $ | 255 | | | | | | | $ | 2,371 | |
| | | | | | | | | |
| Earnings per share from continuing operations attributable to S&P Global Inc. common shareholders: | | | | | | | | | |
| Net income: | | | | | | | | | |
| Basic | $ | 8.25 | | | | | | | | | $ | 7.45 | |
| Diluted | $ | 8.23 | | | | | | | | | $ | 7.43 | |
| Weighted-average number of common shares outstanding: | | | | | | | | | |
| Basic | 318.4 | | | | | | | | | 318.4 | |
| Diluted | 318.9 | | | | | | | | | 318.9 | |
See accompanying notes to the unaudited pro forma condensed consolidated financial statements.
Unaudited Pro Forma Condensed Consolidated Balance Sheet at June 30, 2026
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in millions) | Historical | | Mobility Discontinued Operations (Note a) | | S&P Global Continuing Operations (Subtotal) | | Transaction Accounting Adjustments | | Pro Forma |
| ASSETS | | | | | | | | | |
| Current assets: | | | | | | | | | |
| Cash and cash equivalents | $ | 4,134 | | | $ | 185 | | | $ | 3,949 | | | $ | — | | | $ | 3,949 | |
| Restricted cash | 7 | | | 7 | | | — | | | | | — | |
| Accounts receivable, net | 3,438 | | | 232 | | | 3,206 | | | | | 3,206 | |
| Prepaid and other current assets | 1,010 | | | 37 | | | 973 | | | | | 973 | |
| Assets held for sale | 120 | | | — | | | 120 | | | | | 120 | |
| Total current assets | 8,709 | | | 461 | | | 8,248 | | | — | | | 8,248 | |
| Property and equipment, net | 254 | | | 18 | | | 236 | | | | | 236 | |
| Right of use assets | 392 | | | 33 | | | 359 | | | | | 359 | |
| Goodwill | 36,348 | | | 8,859 | | | 27,489 | | | | | 27,489 | |
| Other intangible assets, net | 15,695 | | | 3,598 | | | 12,097 | | | | | 12,097 | |
| Equity investments in unconsolidated subsidiaries | 613 | | | — | | | 613 | | | | | 613 | |
| Other non-current assets | 895 | | | 56 | | | 839 | | | | | 839 | |
| Total assets | $ | 62,906 | | | $ | 13,025 | | | $ | 49,881 | | | $ | — | | | $ | 49,881 | |
| LIABILITIES AND EQUITY | | | | | | | | | |
| Current liabilities: | | | | | | | | | |
| Accounts payable | $ | 611 | | | $ | 63 | | | $ | 548 | | | $ | — | | | $ | 548 | |
| Accrued compensation and contributions to retirement plans | 581 | | | 41 | | | 540 | | | | | 540 | |
| Short-term debt | 2,572 | | | — | | | 2,572 | | | | | 2,572 | |
| Income taxes currently payable | 238 | | | 8 | | | 230 | | | | | 230 | |
| Unearned revenue | 3,929 | | | 102 | | | 3,827 | | | | | 3,827 | |
| Other current liabilities | 1,166 | | | 37 | | | 1,129 | | | 53 | | (b) | 1,182 | |
| Liabilities held for sale | 28 | | | — | | | 28 | | | | | 28 | |
| Total current liabilities | 9,125 | | | 251 | | | 8,874 | | | 53 | | | 8,927 | |
| Long-term debt | 12,598 | | | 1,980 | | | 10,618 | | | | | 10,618 | |
| Lease liabilities — non-current | 452 | | | 27 | | | 425 | | | | | 425 | |
| Pension and other postretirement benefits | 177 | | | 1 | | | 176 | | | | | 176 | |
| Deferred tax liability — non-current | 3,150 | | | 938 | | | 2,212 | | | | | 2,212 | |
| Other non-current liabilities | 764 | | | 1 | | | 763 | | | | | 763 | |
| Total liabilities | 26,266 | | | 3,198 | | | 23,068 | | | 53 | | | 23,121 | |
| Equity: | | | | | | | | | |
| Redeemable noncontrolling interests | 5,024 | | | — | | | 5,024 | | | | | 5,024 | |
| Commitments and contingencies | | | | | | | | | |
| Common stock | 415 | | | — | | | 415 | | | | | 415 | |
| Additional paid-in capital | 44,547 | | | 45 | | | 44,502 | | | | | 44,502 | |
| Retained income | 25,618 | | | 9,747 | | | 15,871 | | | (53) | | (b) | 15,818 | |
| Accumulated other comprehensive loss | (772) | | | 35 | | | (807) | | | | | (807) | |
| Less: common stock in treasury | (38,307) | | | — | | | (38,307) | | | | | (38,307) | |
| Total equity — controlling interests | 31,501 | | | 9,827 | | | 21,674 | | | (53) | | | 21,621 | |
| Total equity — noncontrolling interests | 115 | | | — | | | 115 | | | | | 115 | |
| Total equity | 31,616 | | | 9,827 | | | 21,789 | | | (53) | | | 21,736 | |
| Total liabilities and equity | $ | 62,906 | | | $ | 13,025 | | | $ | 49,881 | | | $ | — | | | $ | 49,881 | |
See accompanying notes to the unaudited pro forma condensed consolidated financial statements.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
Mobility Discontinued Operations
(a) Reflects the operations of Mobility that will qualify as discontinued operations in accordance with the
guidance set forth in ASC 205, Presentation of Financial Statements. This includes the assets, liabilities,
equity and results of operations and the non-recurring costs, primarily consisting of professional fees, that
are directly related to the Separation. Certain liabilities and general corporate overhead expenses that were
not specifically related to Mobility were excluded, as they did not meet the discontinued operations criteria
including:
i.General corporate overhead costs which were historically allocated to Mobility that included labor and non-labor expenses related to the Company’s corporate support functions (e.g. finance, accounting, treasury, information technology, legal, among others) that historically provided support to Mobility.
ii.The impact of intercompany purchases and sales between the Company and Mobility that were eliminated in consolidation.
Transaction Accounting Adjustments
(b) Reflects $53 million of additional non-recurring costs to complete the Separation. These costs primarily
relate to investment banker fees, legal fees, third-party consulting fees and other costs directly related to the
Separation. There is no pro forma adjustment to reflect these expenses in the pro forma condensed
consolidated statements of income because they will be classified within discontinued operations.
(c) Reflects the impact of a Transition Services Agreement whereby S&P Global will provide certain post
separation services to Mobility Global on a transitional basis. A pro forma adjustment reducing selling and
general expenses by $13 million and $35 million for the six months ended June 30, 2026 and
the year ended December 31, 2025, respectively, is reflected for this contractual arrangement.
(d) Represents $3 million and $9 million for the six months ended June 30, 2026 and for
the year ended December 31, 2025, respectively, of the income tax pro forma adjustments. This
adjustment was determined by applying the relevant statutory tax rates to the jurisdictional mix of
income including the pre-tax pro forma adjustment described in note (c) above.
