S&P Global Inc. 8-K Filings

S&P Global Inc. has outlined a new operating model for its Market Intelligence division and announced planned leadership changes. Market Intelligence will be reorganized into two verticals: Kensho Data & Platforms and Enterprise Solutions, each with distinct leadership and responsibilities focused on AI-enabled data, software and workflows.

Kensho Data & Platforms will be led by Sally Moore as Co-Head of Market Intelligence, with Kensho Data under Bhavesh Dayalji and Platforms under Whit McGraw. Enterprise Solutions will continue under Darren Thomas, who becomes Co-Head of Market Intelligence and joins the Executive Leadership Team.

The company will move Maritime & Trade into S&P Global Energy and Credit Analytics risk capabilities into S&P Global Ratings, and has recast 2025 and early 2026 segment financial information to reflect the new divisions. Separately, Chief Legal Officer Steve Kemps plans to retire effective December 31, 2026, with a transition period and potential service as Special Advisor if his successor is appointed earlier.

S&P Global filed an amended report to add detailed unaudited pro forma financials reflecting the spin-off of its Mobility division into Mobility Global. The company also recast segment results and expense allocations so investors can see how S&P Global looks as a stand‑alone business without Mobility.

For 2025, pro forma revenue was $13.589 billion with pro forma net income from continuing operations attributable to S&P Global of $4.192 billion, or $13.74 diluted EPS. In first‑quarter 2026, pro forma revenue was $3.717 billion and diluted EPS was $4.48. Ratings and Indices remained high‑margin businesses, while Energy and Market Intelligence were reshaped, including new Platts/CERA and Kensho Data & Platforms/Enterprise Solutions lines.

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.

S&P Global Inc. announced that Saugata Saha, President of S&P Global Market Intelligence and Chief Enterprise Data Officer, has decided to leave the company. He notified the company on May 19, 2026, and will remain through July 30, 2026, to support the transition.

The Enterprise Data Organization will move into the Chief Technology & Transformation Office led by Firdaus Bhathena, unifying data and technology functions. Management highlighted this structure as a way to accelerate AI integration, efficiency and innovation across products. The company also reiterated its financial guidance for 2026.

S&P Global Inc. reported the results of its Annual Meeting of Shareholders held on May 20, 2026. Shareholders elected all ten director nominees, each receiving substantial support with more votes cast for than against.

On an advisory basis, shareholders approved the executive compensation program for named executive officers, with 224,620,110 votes for, 13,719,583 against and 1,412,578 abstentions. Shareholders also ratified Ernst & Young LLP as independent registered public accounting firm for 2026, with 243,206,246 votes for and 19,214,206 against. Two shareholder proposals, one to reduce the stock ownership threshold for calling a special meeting and another requesting a report on the company’s charitable support, did not receive majority support and were not approved.

S&P Global Inc. is moving forward with the separation of its Mobility division into a new independent public company, Mobility Global Inc., through a tax-free spin-off. The Board has approved a pro rata distribution of 100% of Mobility Global’s common stock to S&P Global shareholders.

Shareholders of record on June 15, 2026 will receive one share of Mobility Global common stock for every share of S&P Global common stock they hold. The distribution is expected to occur at 12:01 a.m. New York City time on July 1, 2026, after which S&P Global will retain no ownership in Mobility Global.

The spin-off remains subject to customary conditions, including SEC effectiveness of Mobility Global’s Form 10 and the Board not determining it is inadvisable to proceed. A “when-issued” market for Mobility Global (ticker MBGL WI) and separate “regular-way” and “ex-distribution” lines for S&P Global shares are expected between June 26 and June 30, 2026.

S&P Global Inc. reported that its Mobility division holding company, Mobility Global Inc., has priced a $2.0 billion private offering of senior notes ahead of a planned spin-off. The deal includes $650 million of 5.050% notes due 2029, $650 million of 5.450% notes due 2031, and $700 million of 6.050% notes due 2036, all sold to qualified institutional buyers under Rule 144A and to certain investors under Regulation S.

Mobility Global has also entered into a $500 million senior unsecured revolving credit facility. After the separation, net note proceeds held in escrow are intended to fund a cash payment to S&P Global as consideration for transferred assets, liabilities and entities, with any remaining proceeds used for fees, expenses and general corporate purposes. The offering is expected to close on May 29, 2026, subject to customary conditions.

S&P Global Inc. disclosed that Mobility Global Inc., the recently formed holding company for its Mobility division, has commenced a $2,000,000,000 private offering of senior notes due 2029, 2031 and 2036 ahead of a planned spin-off of the division to S&P Global shareholders.

The notes will be sold to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S, and will initially be held in escrow until conditions related to completion of the separation are satisfied. Mobility Global has also entered into a $500 million senior unsecured revolving credit facility, and, following the separation, intends to use net note proceeds mainly to pay cash consideration to S&P Global for transferred assets, liabilities and entities, with any remainder for fees, expenses and general corporate purposes.

S&P Global Inc. filed a current report describing an Investor Day for its Mobility division, Mobility Global, held on May 12, 2026. The event relates to the planned separation of Mobility Global into an independent, public company named Mobility Global Inc.

The company furnished an investor presentation for this event as Exhibit 99.1 under Regulation FD. The material in this section is designated as furnished rather than filed, meaning it is not subject to certain liability and incorporation provisions under U.S. securities laws.

S&P Global Inc. announced the public filing of a Form 10 registration statement for Mobility Global Inc., the planned spin-off of its Mobility division into an independent public company. The Form 10 provides detailed information on Mobility Global’s business, strategy and historical financial results.

The Mobility business includes well-known automotive data brands such as CARFAX, Polk and automotiveMastermind, which serve automakers, suppliers, dealers, financial institutions and consumers. S&P Global expects to complete the separation in mid-2026, subject to customary legal and regulatory conditions, final board approval and the Form 10 being declared effective by the SEC.

S&P Global Inc. reported strong first-quarter 2026 results, with revenue of $4.171 billion, up 10% from the first quarter of 2025. GAAP net income attributable to S&P Global rose 28% to $1.395 billion, and GAAP diluted EPS increased 32% to $4.69.

On an adjusted basis, net income grew 10% to $1.479 billion and adjusted diluted EPS rose 14% to $4.97. Company operating profit increased 27% to $2.002 billion, with an operating margin of 48% and an adjusted operating margin of 52%. Ratings, Indices, Market Intelligence, Energy, and Mobility all delivered revenue and operating profit growth.

The company highlighted progress on its portfolio strategy. It remains on track with the planned separation of the Mobility division, and Mobility Global expects to host an Investor Day on May 12, 2026 in New York City. S&P Global also agreed to divest the geoscience and petroleum engineering software portfolio within its Energy division, with that transaction expected to close in the second half of 2026 or early 2027.

S&P Global Inc. reported strong fourth quarter and full-year 2025 results, with clear growth across its major businesses and higher earnings per share.

Fourth quarter 2025 revenue reached $3.916 billion, up 9% from 2024. GAAP net income rose 29% to $1,134 million, and GAAP diluted EPS increased 32% to $3.75, helped by growth in Ratings and Indices and a lower share count. Adjusted net income grew 12% to $1.299 billion, with adjusted diluted EPS up 14% to $4.30.

For full-year 2025, revenue grew 8% to $15.336 billion. GAAP net income increased 16% to $4.471 billion, and GAAP diluted EPS rose 19% to $14.66. Adjusted net income was $5.441 billion, up 11%, and adjusted diluted EPS was $17.83, up 14%. Segment revenue grew across Market Intelligence, Ratings, Energy, Mobility, and Indices, with Ratings up 8% and Indices up 14% for the year.

For 2026, S&P Global targets organic constant currency revenue growth of 6.0% to 8.0% and GAAP reported revenue growth of 6.6% to 8.6%, with diluted EPS guided to $19.40 to $19.65. The company expects adjusted free cash flow, excluding certain items, to grow mid-single digits and plans to return 85% or more of adjusted free cash flow to shareholders through dividends and buybacks. The Board approved a quarterly dividend of $0.97, marking the 53rd consecutive yearly increase, and guidance currently assumes contributions from the Mobility division for the full year ahead of a planned spin-off.

S&P Global Inc. filed an amendment to a prior report about changes to its Board of Directors. The company previously disclosed that Robert Moritz had been appointed to serve as a director effective March 1, 2026. The amendment updates that effective date, stating that Mr. Moritz will now join the Board and its committees on February 1, 2026. No other board changes, financial results, or major transactions are described in this update.

S&P Global Inc. is adding Hubert Joly to its Board of Directors, with his service as a Director effective January 2, 2026. The Board approved his appointment on December 10, 2025, following a recommendation from its Nominating and Corporate Governance Committee, and increased the Board size from ten to eleven directors.

Mr. Joly will serve on the Board’s Compensation and Leadership Development Committee and Audit Committee. As a non-employee Director, he will receive the company’s standard director compensation package and may participate in its Director Deferred Stock Ownership Plan and Director Deferred Compensation Plan. The company states there are no arrangements, relationships, or related-party transactions that must be disclosed in connection with his appointment.

S&P Global Inc. completed a private offering of $600,000,000 4.250% Senior Notes due 2031 and $400,000,000 4.800% Senior Notes due 2035, for total senior unsecured debt of $1,000,000,000. The notes are fully and unconditionally guaranteed on a senior unsecured basis by Standard & Poor’s Financial Services LLC.

The company intends to use the net proceeds for general corporate purposes, which may include acquisitions, refinancing existing debt, capital spending, working capital, other obligations, or share repurchases, with temporary investment in short-term instruments until used. The indenture limits certain secured borrowing and merger or asset transfer transactions, allows optional redemption, and gives holders a right to require repurchase at 101% of principal plus interest upon a defined Change of Control Triggering Event.

S&P Global also entered into a registration rights agreement, committing to use commercially reasonable efforts to complete an exchange offer or shelf registration for the notes by the 365th day after issuance, with additional interest payable if specified registration deadlines or effectiveness conditions are not met.

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.

S&P Global Inc. furnished a press release related to its previously announced investor day, using an Item 7.01 Regulation FD disclosure. The press release is included as Exhibit 99 and, as furnished information, is not deemed “filed” under Section 18. The company also included the Cover Page Inline XBRL as Exhibit 104. This 8‑K provides public access to the materials mentioned for transparency while preserving the furnished status of the information.

S&P Global Inc. announced the appointment of Robert Moritz to its Board of Directors, effective March 1, 2026. He will join the Nominating and Corporate Governance Committee and the Audit Committee.

Moritz will receive the standard non‑employee director compensation, prorated for his first year, and is eligible for the Company’s Director Deferred Stock Ownership Plan and Director Deferred Compensation Plan. With his appointment, the Board size increases from nine to ten directors. The Company noted there are no arrangements or related transactions connected to his selection. A press release announcing the appointment is furnished as Exhibit 99.

S&P Global Inc. furnished an earnings release discussing its results of operations and financial condition for the third quarter ended September 30, 2025, along with certain 2025 guidance. The release was provided under Items 2.02 and 7.01 and is included as Exhibit 99.

The information was furnished, not filed, meaning it is not subject to Section 18 liability and will only be incorporated into other documents if specifically referenced. An Inline XBRL cover page (Exhibit 104) accompanies the submission.