S&P Global (SPGI) officer reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

S&P Global Inc. insider equity activity shows an officer serving as President, S&P Global Mobility reporting multiple equity award vesting and related share-withholding transactions on 12/31/2025. The officer exercised restricted stock units into common stock at an exercise price of $0 and had shares withheld at a price of $522.59 per share to cover obligations, coded as acquisitions (M) and dispositions (F) on the form.

After these transactions, the officer beneficially owns about 8,700.589 shares of S&P Global common stock directly. The filing also details several restricted stock unit grants with 3‑year vesting schedules, including awards granted in 2023, 2024, and 2025, and awards converted from IHS Markit in connection with a prior merger. One grant of 3,569 restricted stock units is scheduled to vest 100% on 08/15/2028, indicating ongoing long-term equity alignment.

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

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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^*

Eager William W

(Last) (First) (Middle)

55 WATER STREET

(Street)

NEW YORK NY 10041

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
S&P Global Inc. [ SPGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, S&P Global Mobility

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		M		3,670	A	$522.59	9,871.589	D
Common Stock	12/31/2025		F		1,387	D	$522.59	8,484.589	D
Common Stock	12/31/2025		M		152	A	$522.59	8,636.589	D
Common Stock	12/31/2025		F		69	D	$522.59	8,567.589	D
Common Stock	12/31/2025		M		115	A	$522.59	8,682.589	D
Common Stock	12/31/2025		F		52	D	$522.59	8,630.589	D
Common Stock	12/31/2025		M		129	A	$522.59	8,759.589	D
Common Stock	12/31/2025		F		59	D	$522.59	8,700.589	D

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
Restricted Stock Units(1)	$0	12/31/2025		M			3,670	(2)	(2)	Common Stock	3,670	$0	3,784	D
Restricted Stock Units(1)	$0	12/31/2025		M			152	(3)	(3)	Common Stock	152	$0	0	D
Restricted Stock Units(1)	$0	12/31/2025		M			115	(4)	(4)	Common Stock	115	$0	119	D
Restricted Stock Units(1)	$0	12/31/2025		M			129	(5)	(5)	Common Stock	129	$0	263	D
Restricted Stock Units(1)	$0							(6)	(6)	Common Stock	254		254	D
Restricted Stock Units(1)	$0							(7)	(7)	Common Stock	3,569		3,569	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of SPGI common stock.

2. As previously reported, the reporting person acquired 11,124 restricted stock units on 03/04/2025 upon satisfaction of the performance criteria for a performance-based restricted stock unit award issued on 05/03/2022. The time-based restricted stock units in respect of the award vested 33% on 12/31/2024 and 33% on 12/31/2025 and the remaining 34% will vest on 12/31/2026. Vested shares for outstanding award tranches will be delivered to the reporting person no later than January 31 following the respective service-based vesting date.

3. As previously reported, the reporting person was granted 444 restricted stock units on 03/01/2023, subject to 3-year vesting. The restricted stock units vested 33% on 12/31/2023 and 33% on 12/31/2024 and the remaining 34% vested on 12/31/2025. Vested shares will be delivered to the reporting person no later than January 31 following the respective vesting date.

4. As previously reported, the reporting person was granted 349 restricted stock units on 03/01/2024, subject to 3-year vesting. The restricted stock units vested 33% on 12/31/2024 and 33% on 12/31/2025 and the remaining 34% will vest on 12/31/2026. Vested shares will be delivered to the reporting person no later than January 31 following the respective vesting date.

5. As previously reported, the reporting person was granted 392 restricted stock units on 03/01/2025, subject to 3-year vesting. The restricted stock units vested 33% on 12/31/2025 and will vest 33% on 12/31/2026 and 34% on 12/31/2027. Vested shares will be delivered to the reporting person no later than January 31 following the respective vesting date.

6. As previously reported, these restricted stock units were converted from restricted stock units in IHS Markit Ltd. ("IHS Markit") in connection with the IHS Markit merger, and have the same terms and conditions as those that applied immediately prior to the consummation of the merger, except that the performance-vesting conditions with respect to the restricted stock units that were converted from IHS Markit performance-based restricted stock units lapsed.

7. As previously reported, the reporting person was granted 3,569 restricted stock units on 8/15/2025, subject to 3-year cliff vesting. The restricted stock units will vest 100% on 8/15/2028.

Remarks:

	/s/ Tasha Matharu, Attorney-in-Fact	01/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did S&P Global (SPGI) report in this Form 4?

The filing reports an officer of S&P Global Inc., who is President, S&P Global Mobility, exercising restricted stock units into common stock and having shares withheld on 12/31/2025 to cover obligations, resulting in updated common share and restricted stock unit holdings.

How many S&P Global (SPGI) common shares does the reporting person own after the transactions?

Following the reported transactions on 12/31/2025, the officer directly owns 8,700.589 shares of S&P Global common stock, as shown in Table I of the filing.

What price was used for the S&P Global (SPGI) share withholding transactions?

The disposition transactions coded "F" in Table I reflect shares withheld at a price of $522.59 per share, which typically corresponds to shares withheld to satisfy tax or similar obligations related to vesting.

What restricted stock unit (RSU) awards are described for the S&P Global (SPGI) officer?

The filing describes multiple restricted stock unit awards, including performance-based and time-based grants from 2022, 2023, 2024, and 2025, each subject to 3-year vesting schedules with portions vesting on 12/31/2024, 12/31/2025, and future dates up to 12/31/2027.

When will the large 3,569-unit S&P Global (SPGI) RSU grant vest?

The officer was granted 3,569 restricted stock units on 08/15/2025, subject to 3-year cliff vesting. These units will vest 100% on 08/15/2028, according to the explanation of responses.

How were IHS Markit awards treated for this S&P Global (SPGI) insider?

The filing notes that certain restricted stock units were converted from IHS Markit Ltd. awards in connection with the IHS Markit merger, keeping the same terms and conditions except that performance-vesting conditions on converted performance-based units lapsed.

Does this S&P Global (SPGI) Form 4 indicate the use of a Rule 10b5-1 trading plan?

The form includes a checkbox to indicate if a transaction was made under a Rule 10b5-1(c) trading plan, but the excerpt does not show that this box was checked, so it does not specifically report a 10b5‑1 plan for these transactions.