S&P Global (NYSE: SPGI) prices $1B private senior notes at 4.25% and 4.80%

Rhea-AI Filing Summary

S&P Global Inc. disclosed that it has priced a private debt offering totaling $1.0 billion in senior notes. The company plans to issue $600,000,000 of 4.250% Senior Notes due 2031 and $400,000,000 of 4.800% Senior Notes due 2035, each fully and unconditionally guaranteed by Standard & Poor’s Financial Services LLC. The notes will be sold only to qualified institutional buyers under Rule 144A in the U.S. and to non‑U.S. investors under Regulation S, meaning they are not being publicly offered. The offering is expected to close on December 4, 2025, subject to customary closing conditions, providing the company with long‑term fixed‑rate funding.

Insights

Credit and Capital Structure Analyst

S&P Global plans a $1.0B private senior notes issue at fixed rates.

S&P Global is raising $1,000,000,000 through two tranches of senior notes: a $600,000,000 4.250% series due 2031 and a $400,000,000 4.800% series due 2035. Both are fully and unconditionally guaranteed by Standard & Poor’s Financial Services LLC, reinforcing creditor protection at the group level.

The notes are being placed privately with qualified institutional buyers under Rule 144A and with non‑U.S. investors under Regulation S, which keeps the transaction within the institutional market. Fixed coupons at 4.250% and 4.800% lock in the company’s interest cost over medium to long maturities, and the closing is scheduled for December 4, 2025, subject to customary conditions.

This issuance adds to the company’s debt but also provides long‑dated capital that can support general corporate purposes, refinancing, or other needs, depending on future disclosures. Investors may later assess how this incremental interest expense compares with S&P Global’s operating cash flows once more detailed financial information is available in subsequent filings.

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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 (Date of Earliest Event Reported): December 1, 2025

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)

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

On December 1, 2025, S&P Global Inc. (the “Company”) announced that it had priced a private offering (the “Offering”) of $600,000,000 aggregate principal amount of the Company’s 4.250% Senior Notes due 2031 (the “2031 Notes”) and $400,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2035 (the “2035 Notes” and, together with the 2031 Notes, the “Notes”). The Notes will be fully and unconditionally guaranteed by Standard & Poor’s Financial Services LLC and will only be sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The Offering is expected to close on December 4, 2025, subject to customary closing conditions.

On December 1, 2025, the Company issued a press release announcing the offering of the Notes and a press release announcing the pricing of the Notes, copies of which are attached hereto as Exhibits 99.1 and 99.2, respectively.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

(99.1)		Press Release, dated December 1, 2025.
(99.2)		Press Release, dated December 1, 2025.
(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 report to be signed on its behalf by the undersigned hereunto duly authorized.

S&P Global Inc.
		/s/ Taptesh (Tasha) K. Matharu
By:		Taptesh (Tasha) K. Matharu
		Deputy General Counsel & Corporate Secretary

Dated: December 1, 2025

FAQ

What type of financing did S&P Global Inc. (SPGI) announce?

S&P Global Inc. announced the pricing of a private offering of senior notes totaling $1.0 billion, consisting of two tranches of fixed‑rate debt sold to institutional and non‑U.S. investors.

How much senior notes is S&P Global (SPGI) issuing and at what interest rates?

The company plans to issue $600,000,000 of 4.250% Senior Notes due 2031 and $400,000,000 of 4.800% Senior Notes due 2035, for a total of $1,000,000,000.

Who will guarantee the new S&P Global (SPGI) senior notes?

The notes will be fully and unconditionally guaranteed by Standard & Poor’s Financial Services LLC, an affiliate of S&P Global Inc.

Who can buy the new S&P Global (SPGI) notes and how are they being offered?

The notes will be sold only to persons reasonably believed to be qualified institutional buyers under Rule 144A in the United States and to non‑U.S. persons under Regulation S, meaning this is not a public retail offering.

When is the S&P Global (SPGI) $1.0 billion notes offering expected to close?

The offering is expected to close on December 4, 2025, subject to customary closing conditions as stated in the company’s disclosure.

Did S&P Global (SPGI) issue any related announcements about this notes offering?

Yes. On December 1, 2025, the company issued a press release announcing the offering and a separate press release announcing the pricing of the notes, filed as Exhibits 99.1 and 99.2.