0000064040FALSE2026Q112/310.50.75http://fasb.org/us-gaap/2025#SellingGeneralAndAdministrativeExpensehttp://fasb.org/us-gaap/2025#OtherLiabilitiesCurrenthttp://fasb.org/us-gaap/2025#OtherLiabilitiesCurrentxbrli:sharesiso4217:USDiso4217:USDxbrli:sharesspgi:segmentxbrli:purespgi:performanceIndicatorspgi:transactionspgi:positionspgi:Segment00000640402026-01-012026-03-3100000640402026-04-2400000640402025-01-012025-03-3100000640402026-03-3100000640402025-03-3100000640402025-12-3100000640402024-12-310000064040us-gaap:CommonStockMember2025-12-310000064040us-gaap:AdditionalPaidInCapitalMember2025-12-310000064040us-gaap:RetainedEarningsMember2025-12-310000064040us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310000064040us-gaap:TreasuryStockCommonMember2025-12-310000064040us-gaap:ParentMember2025-12-310000064040us-gaap:NoncontrollingInterestMember2025-12-310000064040us-gaap:RetainedEarningsMember2026-01-012026-03-310000064040us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-012026-03-310000064040us-gaap:ParentMember2026-01-012026-03-310000064040us-gaap:NoncontrollingInterestMember2026-01-012026-03-310000064040us-gaap:AdditionalPaidInCapitalMember2026-01-012026-03-310000064040us-gaap:TreasuryStockCommonMember2026-01-012026-03-310000064040us-gaap:CommonStockMember2026-03-310000064040us-gaap:AdditionalPaidInCapitalMember2026-03-310000064040us-gaap:RetainedEarningsMember2026-03-310000064040us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-03-310000064040us-gaap:TreasuryStockCommonMember2026-03-310000064040us-gaap:ParentMember2026-03-310000064040us-gaap:NoncontrollingInterestMember2026-03-310000064040us-gaap:CommonStockMember2024-12-310000064040us-gaap:AdditionalPaidInCapitalMember2024-12-310000064040us-gaap:RetainedEarningsMember2024-12-310000064040us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310000064040us-gaap:TreasuryStockCommonMember2024-12-310000064040us-gaap:ParentMember2024-12-310000064040us-gaap:NoncontrollingInterestMember2024-12-310000064040us-gaap:RetainedEarningsMember2025-01-012025-03-310000064040us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-310000064040us-gaap:ParentMember2025-01-012025-03-310000064040us-gaap:NoncontrollingInterestMember2025-01-012025-03-310000064040us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-310000064040us-gaap:TreasuryStockCommonMember2025-01-012025-03-310000064040us-gaap:CommonStockMember2025-03-310000064040us-gaap:AdditionalPaidInCapitalMember2025-03-310000064040us-gaap:RetainedEarningsMember2025-03-310000064040us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-310000064040us-gaap:TreasuryStockCommonMember2025-03-310000064040us-gaap:ParentMember2025-03-310000064040us-gaap:NoncontrollingInterestMember2025-03-310000064040spgi:OneYearMember2026-04-012026-03-310000064040spgi:TwoYearsMember2026-04-012026-03-310000064040srt:MinimumMember2026-03-310000064040srt:MaximumMember2026-03-310000064040spgi:OSTTRAMemberus-gaap:CorporateJointVentureMember2025-10-100000064040us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2026-01-012026-03-310000064040us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberspgi:EnterpriseDataManagementAndThinkFolioMember2026-01-012026-03-310000064040spgi:OSTTRAMember2026-03-012026-03-310000064040spgi:A400SeniorNotesDueMarch12026Memberus-gaap:SeniorNotesMember2026-03-310000064040spgi:A400SeniorNotesDueMarch12026Memberus-gaap:SeniorNotesMember2025-12-310000064040spgi:SeniorNotes295Due2027Memberus-gaap:SeniorNotesMember2026-03-310000064040spgi:SeniorNotes295Due2027Memberus-gaap:SeniorNotesMember2025-12-310000064040spgi:SeniorNotes245Due2027Memberus-gaap:SeniorNotesMember2026-03-310000064040spgi:SeniorNotes245Due2027Memberus-gaap:SeniorNotesMember2025-12-310000064040spgi:A475SeniorNotesDueAugust12028Memberus-gaap:SeniorNotesMember2026-03-310000064040spgi:A475SeniorNotesDueAugust12028Memberus-gaap:SeniorNotesMember2025-12-310000064040spgi:A425SeniorNotesDueMay12029Memberus-gaap:SeniorNotesMember2026-03-310000064040spgi:A425SeniorNotesDueMay12029Memberus-gaap:SeniorNotesMember2025-12-310000064040spgi:SeniorNotes2.5Due2029Memberus-gaap:SeniorNotesMember2026-03-310000064040spgi:SeniorNotes2.5Due2029Memberus-gaap:SeniorNotesMember2025-12-310000064040spgi:SustainabilityLinkedSeniorNotes270Due2029Memberus-gaap:SeniorNotesMember2026-03-310000064040spgi:SustainabilityLinkedSeniorNotes270Due2029Memberus-gaap:SeniorNotesMember2025-12-310000064040spgi:SeniorNotes1.25Due2030Memberus-gaap:SeniorNotesMember2026-03-310000064040spgi:SeniorNotes1.25Due2030Memberus-gaap:SeniorNotesMember2025-12-310000064040spgi:SeniorNotes4.25Due2031Memberus-gaap:SeniorNotesMember2026-03-310000064040spgi:SeniorNotes4.25Due2031Memberus-gaap:SeniorNotesMember2025-12-310000064040spgi:SeniorNotes290Due2032Memberus-gaap:SeniorNotesMember2026-03-310000064040spgi:SeniorNotes290Due2032Memberus-gaap:SeniorNotesMember2025-12-310000064040spgi:SeniorNotes525Due2033Memberus-gaap:SeniorNotesMember2026-03-310000064040spgi:SeniorNotes525Due2033Memberus-gaap:SeniorNotesMember2025-12-310000064040spgi:SeniorNotes4.80Due2035Memberus-gaap:SeniorNotesMember2026-03-310000064040spgi:SeniorNotes4.80Due2035Memberus-gaap:SeniorNotesMember2025-12-310000064040spgi:SeniorNotes6.55Due2037Memberus-gaap:SeniorNotesMember2026-03-310000064040spgi:SeniorNotes6.55Due2037Memberus-gaap:SeniorNotesMember2025-12-310000064040spgi:SeniorNotes4.5Due2048Memberus-gaap:SeniorNotesMember2026-03-310000064040spgi:SeniorNotes4.5Due2048Memberus-gaap:SeniorNotesMember2025-12-310000064040spgi:SeniorNotes3.25Due2049Memberus-gaap:SeniorNotesMember2026-03-310000064040spgi:SeniorNotes3.25Due2049Memberus-gaap:SeniorNotesMember2025-12-310000064040spgi:SeniorNotes370Due2052Memberus-gaap:SeniorNotesMember2026-03-310000064040spgi:SeniorNotes370Due2052Memberus-gaap:SeniorNotesMember2025-12-310000064040spgi:SeniorNotes2.3Due2060Memberus-gaap:SeniorNotesMember2026-03-310000064040spgi:SeniorNotes2.3Due2060Memberus-gaap:SeniorNotesMember2025-12-310000064040spgi:SeniorNotes39Due2062Memberus-gaap:SeniorNotesMember2026-03-310000064040spgi:SeniorNotes39Due2062Memberus-gaap:SeniorNotesMember2025-12-310000064040us-gaap:CommercialPaperMember2026-03-310000064040us-gaap:CommercialPaperMember2025-12-310000064040spgi:A400SeniorNotesDueMarch12026Memberus-gaap:SeniorNotesMember2026-01-012026-03-310000064040spgi:SustainabilityLinkedSeniorNotes270Due2029Memberus-gaap:SeniorNotesMember2026-03-012026-03-010000064040us-gaap:RevolvingCreditFacilityMemberspgi:FiveYearFacilityExpiringDecember172029Memberus-gaap:LineOfCreditMember2024-12-170000064040us-gaap:RevolvingCreditFacilityMemberspgi:FiveYearFacilityExpiringDecember172029Memberus-gaap:LineOfCreditMember2026-03-310000064040us-gaap:RevolvingCreditFacilityMemberspgi:FiveYearFacilityExpiringDecember172029Memberus-gaap:LineOfCreditMember2026-01-012026-03-310000064040us-gaap:RevolvingCreditFacilityMemberspgi:FiveYearFacilityExpiringDecember172029Member2026-01-012026-03-310000064040us-gaap:ForeignExchangeForwardMemberus-gaap:NondesignatedMemberus-gaap:FairValueHedgingMember2026-03-310000064040us-gaap:ForeignExchangeForwardMemberus-gaap:NondesignatedMemberus-gaap:FairValueHedgingMember2025-12-310000064040us-gaap:ForeignExchangeForwardMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberus-gaap:FairValueHedgingMember2026-03-310000064040us-gaap:ForeignExchangeForwardMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberus-gaap:FairValueHedgingMember2025-12-310000064040us-gaap:ForeignExchangeForwardMemberus-gaap:OtherCurrentLiabilitiesMemberus-gaap:NondesignatedMemberus-gaap:FairValueHedgingMember2026-03-310000064040us-gaap:ForeignExchangeForwardMemberus-gaap:OtherCurrentLiabilitiesMemberus-gaap:NondesignatedMemberus-gaap:FairValueHedgingMember2025-12-310000064040us-gaap:ForeignExchangeForwardMember2026-01-012026-03-310000064040us-gaap:ForeignExchangeForwardMember2025-01-012025-03-310000064040us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2025-12-310000064040us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2026-03-310000064040us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:NetInvestmentHedgingMember2026-01-012026-03-310000064040us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:NetInvestmentHedgingMember2025-01-012025-03-310000064040us-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2026-03-310000064040us-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-12-310000064040us-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMember2026-01-012026-03-310000064040us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2024-03-310000064040us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2024-01-012024-03-310000064040us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-01-012024-03-310000064040us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2026-01-012026-03-310000064040us-gaap:ForeignExchangeForwardMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2026-03-310000064040us-gaap:ForeignExchangeForwardMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-12-310000064040us-gaap:ForeignExchangeForwardMemberus-gaap:OtherCurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2026-03-310000064040us-gaap:ForeignExchangeForwardMemberus-gaap:OtherCurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-12-310000064040us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2026-03-310000064040us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2025-12-310000064040us-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2026-01-012026-03-310000064040us-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-01-012025-03-310000064040us-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2026-01-012026-03-310000064040us-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2025-01-012025-03-310000064040us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2026-01-012026-03-310000064040us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-01-012025-03-310000064040us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMemberus-gaap:InterestExpenseMember2026-01-012026-03-310000064040us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMemberus-gaap:InterestExpenseMember2025-01-012025-03-310000064040us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2026-01-012026-03-310000064040us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2025-01-012025-03-310000064040us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMemberus-gaap:InterestExpenseMember2026-01-012026-03-310000064040us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMemberus-gaap:InterestExpenseMember2025-01-012025-03-310000064040us-gaap:ForeignExchangeForwardMemberus-gaap:CashFlowHedgingMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-12-310000064040us-gaap:ForeignExchangeForwardMemberus-gaap:CashFlowHedgingMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-12-310000064040us-gaap:ForeignExchangeForwardMemberus-gaap:CashFlowHedgingMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2026-01-012026-03-310000064040us-gaap:ForeignExchangeForwardMemberus-gaap:CashFlowHedgingMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-01-012025-03-310000064040us-gaap:ForeignExchangeForwardMemberus-gaap:CashFlowHedgingMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2026-03-310000064040us-gaap:ForeignExchangeForwardMemberus-gaap:CashFlowHedgingMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-03-310000064040us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-12-310000064040us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-12-310000064040us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2026-01-012026-03-310000064040us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-01-012025-03-310000064040us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2026-03-310000064040us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-03-310000064040us-gaap:NetInvestmentHedgingMemberus-gaap:AccumulatedTranslationAdjustmentMember2025-12-310000064040us-gaap:NetInvestmentHedgingMemberus-gaap:AccumulatedTranslationAdjustmentMember2024-12-310000064040us-gaap:NetInvestmentHedgingMemberus-gaap:AccumulatedTranslationAdjustmentMember2026-01-012026-03-310000064040us-gaap:NetInvestmentHedgingMemberus-gaap:AccumulatedTranslationAdjustmentMember2025-01-012025-03-310000064040us-gaap:NetInvestmentHedgingMemberus-gaap:AccumulatedTranslationAdjustmentMember2026-03-310000064040us-gaap:NetInvestmentHedgingMemberus-gaap:AccumulatedTranslationAdjustmentMember2025-03-310000064040spgi:RestrictedStockAndUnitAwardsMember2026-01-012026-03-310000064040spgi:RestrictedStockAndUnitAwardsMember2025-01-012025-03-310000064040spgi:RestrictedStockAndUnitAwardsMember2026-03-310000064040spgi:TwoThousandTwentyFiveRepurchaseProgramMember2025-11-130000064040spgi:TwoThousandTwentyTwoRepurchaseProgramMember2022-06-220000064040spgi:TwoThousandTwentyFiveRepurchaseProgramMember2026-03-310000064040spgi:UncappedAcceleratedShareRepurchasesInitiatedFebruary122026Memberspgi:InitialAwardMember2026-02-122026-02-120000064040spgi:UncappedAcceleratedShareRepurchasesInitiatedFebruary122026Memberspgi:AdditionalAwardMember2026-02-132026-03-120000064040spgi:UncappedAcceleratedShareRepurchasesInitiatedFebruary122026Memberspgi:CompletedAwardMember2026-02-132026-03-120000064040spgi:UncappedAcceleratedShareRepurchasesInitiatedFebruary122026Member2026-02-132026-03-120000064040spgi:UncappedAcceleratedShareRepurchasesInitiatedFebruary192025Memberspgi:InitialAwardMember2025-02-192025-02-190000064040spgi:UncappedAcceleratedShareRepurchasesInitiatedFebruary192025Memberspgi:AdditionalAwardMember2025-02-202025-05-060000064040spgi:UncappedAcceleratedShareRepurchasesInitiatedFebruary192025Memberspgi:CompletedAwardMember2025-02-202025-05-060000064040spgi:UncappedAcceleratedShareRepurchasesInitiatedFebruary192025Member2025-02-202025-05-060000064040spgi:UncappedAcceleratedShareRepurchasesInitiatedFebruary122026Member2026-02-122026-02-120000064040spgi:UncappedAcceleratedShareRepurchasesInitiatedFebruary122026Member2026-03-122026-03-120000064040spgi:UncappedAcceleratedShareRepurchasesInitiatedFebruary192025Member2025-02-192025-02-190000064040spgi:UncappedAcceleratedShareRepurchasesInitiatedFebruary192025Member2025-05-062025-05-060000064040spgi:UncappedAcceleratedShareRepurchasedInitiatedDecember42025Member2026-02-012026-02-280000064040spgi:UncappedAcceleratedShareRepurchasesInitiatedOctober282024Member2025-02-012025-02-280000064040spgi:CmeGroupMember2026-03-310000064040spgi:IndicesSegmentMember2026-03-310000064040us-gaap:AccumulatedTranslationAdjustmentMember2025-12-310000064040us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2025-12-310000064040us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-12-310000064040us-gaap:AccumulatedTranslationAdjustmentMember2026-01-012026-03-310000064040us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2026-01-012026-03-310000064040us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2026-01-012026-03-310000064040us-gaap:AccumulatedTranslationAdjustmentMember2026-03-310000064040us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2026-03-310000064040us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2026-03-310000064040us-gaap:EmployeeStockOptionMember2026-01-012026-03-310000064040us-gaap:EmployeeStockOptionMember2025-01-012025-03-310000064040spgi:RestrictedStockAndUnitAwardsMember2026-01-012026-03-310000064040spgi:RestrictedStockAndUnitAwardsMember2025-01-012025-03-310000064040spgi:RestructuringPlan2025Member2026-01-012026-03-310000064040us-gaap:OperatingSegmentsMemberspgi:MarketIntelligenceSegmentMemberspgi:RestructuringPlan2025Member2026-01-012026-03-310000064040us-gaap:OperatingSegmentsMemberspgi:MarketIntelligenceSegmentMemberspgi:RestructuringPlan2025Member2026-03-310000064040us-gaap:OperatingSegmentsMemberspgi:RatingsSegmentMemberspgi:RestructuringPlan2025Member2026-01-012026-03-310000064040us-gaap:OperatingSegmentsMemberspgi:RatingsSegmentMemberspgi:RestructuringPlan2025Member2026-03-310000064040us-gaap:OperatingSegmentsMemberspgi:EnergySegmentMemberspgi:RestructuringPlan2025Member2026-01-012026-03-310000064040us-gaap:OperatingSegmentsMemberspgi:EnergySegmentMemberspgi:RestructuringPlan2025Member2026-03-310000064040us-gaap:OperatingSegmentsMemberspgi:MobilitySegmentMemberspgi:RestructuringPlan2025Member2026-01-012026-03-310000064040us-gaap:OperatingSegmentsMemberspgi:MobilitySegmentMemberspgi:RestructuringPlan2025Member2026-03-310000064040us-gaap:OperatingSegmentsMemberspgi:IndicesSegmentMemberspgi:RestructuringPlan2025Member2026-01-012026-03-310000064040us-gaap:OperatingSegmentsMemberspgi:IndicesSegmentMemberspgi:RestructuringPlan2025Member2026-03-310000064040us-gaap:CorporateNonSegmentMemberspgi:RestructuringPlan2025Member2026-01-012026-03-310000064040us-gaap:CorporateNonSegmentMemberspgi:RestructuringPlan2025Member2026-03-310000064040spgi:RestructuringPlan2025Member2026-03-310000064040spgi:RestructuringPlan2025Member2025-12-310000064040spgi:RestructuringPlan2024Member2026-03-310000064040spgi:RestructuringPlan2024Member2025-12-310000064040us-gaap:OperatingSegmentsMemberspgi:MarketIntelligenceSegmentMember2026-01-012026-03-310000064040us-gaap:OperatingSegmentsMemberspgi:RatingsSegmentMember2026-01-012026-03-310000064040us-gaap:OperatingSegmentsMemberspgi:EnergySegmentMember2026-01-012026-03-310000064040us-gaap:OperatingSegmentsMemberspgi:MobilitySegmentMember2026-01-012026-03-310000064040us-gaap:OperatingSegmentsMemberspgi:IndicesSegmentMember2026-01-012026-03-310000064040us-gaap:OperatingSegmentsMember2026-01-012026-03-310000064040us-gaap:IntersegmentEliminationMemberspgi:MarketIntelligenceSegmentMember2026-01-012026-03-310000064040us-gaap:IntersegmentEliminationMemberspgi:RatingsSegmentMember2026-01-012026-03-310000064040us-gaap:IntersegmentEliminationMemberspgi:EnergySegmentMember2026-01-012026-03-310000064040us-gaap:IntersegmentEliminationMemberspgi:MobilitySegmentMember2026-01-012026-03-310000064040us-gaap:IntersegmentEliminationMemberspgi:IndicesSegmentMember2026-01-012026-03-310000064040us-gaap:IntersegmentEliminationMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:MarketIntelligenceSegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:RatingsSegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:EnergySegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:MobilitySegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:IndicesSegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMember2026-01-012026-03-310000064040us-gaap:CorporateNonSegmentMember2026-01-012026-03-310000064040us-gaap:OperatingSegmentsMemberspgi:MarketIntelligenceSegmentMember2025-01-012025-03-310000064040us-gaap:OperatingSegmentsMemberspgi:RatingsSegmentMember2025-01-012025-03-310000064040us-gaap:OperatingSegmentsMemberspgi:EnergySegmentMember2025-01-012025-03-310000064040us-gaap:OperatingSegmentsMemberspgi:MobilitySegmentMember2025-01-012025-03-310000064040us-gaap:OperatingSegmentsMemberspgi:IndicesSegmentMember2025-01-012025-03-310000064040us-gaap:OperatingSegmentsMember2025-01-012025-03-310000064040us-gaap:IntersegmentEliminationMemberspgi:MarketIntelligenceSegmentMember2025-01-012025-03-310000064040us-gaap:IntersegmentEliminationMemberspgi:RatingsSegmentMember2025-01-012025-03-310000064040us-gaap:IntersegmentEliminationMemberspgi:EnergySegmentMember2025-01-012025-03-310000064040us-gaap:IntersegmentEliminationMemberspgi:MobilitySegmentMember2025-01-012025-03-310000064040us-gaap:IntersegmentEliminationMemberspgi:IndicesSegmentMember2025-01-012025-03-310000064040us-gaap:IntersegmentEliminationMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:MarketIntelligenceSegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:RatingsSegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:EnergySegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:MobilitySegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:IndicesSegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMember2025-01-012025-03-310000064040us-gaap:CorporateNonSegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:SubscriptionMemberspgi:MarketIntelligenceSegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:SubscriptionMemberspgi:RatingsSegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:SubscriptionMemberspgi:EnergySegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:SubscriptionMemberspgi:MobilitySegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:SubscriptionMemberspgi:IndicesSegmentMember2026-01-012026-03-310000064040us-gaap:IntersegmentEliminationMemberspgi:SubscriptionMember2026-01-012026-03-310000064040spgi:SubscriptionMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:NonSubscriptionTransactionMemberspgi:MarketIntelligenceSegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:NonSubscriptionTransactionMemberspgi:RatingsSegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:NonSubscriptionTransactionMemberspgi:EnergySegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:NonSubscriptionTransactionMemberspgi:MobilitySegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:NonSubscriptionTransactionMemberspgi:IndicesSegmentMember2026-01-012026-03-310000064040us-gaap:IntersegmentEliminationMemberspgi:NonSubscriptionTransactionMember2026-01-012026-03-310000064040spgi:NonSubscriptionTransactionMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:NonTransactionMemberspgi:MarketIntelligenceSegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:NonTransactionMemberspgi:RatingsSegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:NonTransactionMemberspgi:EnergySegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:NonTransactionMemberspgi:MobilitySegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:NonTransactionMemberspgi:IndicesSegmentMember2026-01-012026-03-310000064040us-gaap:IntersegmentEliminationMemberspgi:NonTransactionMember2026-01-012026-03-310000064040spgi:NonTransactionMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:AssetLinkedFeesMemberspgi:MarketIntelligenceSegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:AssetLinkedFeesMemberspgi:RatingsSegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:AssetLinkedFeesMemberspgi:EnergySegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:AssetLinkedFeesMemberspgi:MobilitySegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:AssetLinkedFeesMemberspgi:IndicesSegmentMember2026-01-012026-03-310000064040us-gaap:IntersegmentEliminationMemberspgi:AssetLinkedFeesMember2026-01-012026-03-310000064040spgi:AssetLinkedFeesMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:SalesUsageBasedRoyaltiesMemberspgi:MarketIntelligenceSegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:SalesUsageBasedRoyaltiesMemberspgi:RatingsSegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:SalesUsageBasedRoyaltiesMemberspgi:EnergySegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:SalesUsageBasedRoyaltiesMemberspgi:MobilitySegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:SalesUsageBasedRoyaltiesMemberspgi:IndicesSegmentMember2026-01-012026-03-310000064040us-gaap:IntersegmentEliminationMemberspgi:SalesUsageBasedRoyaltiesMember2026-01-012026-03-310000064040spgi:SalesUsageBasedRoyaltiesMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:RecurringVariableRevenueMemberspgi:MarketIntelligenceSegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:RecurringVariableRevenueMemberspgi:RatingsSegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:RecurringVariableRevenueMemberspgi:EnergySegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:RecurringVariableRevenueMemberspgi:MobilitySegmentMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:RecurringVariableRevenueMemberspgi:IndicesSegmentMember2026-01-012026-03-310000064040us-gaap:IntersegmentEliminationMemberspgi:RecurringVariableRevenueMember2026-01-012026-03-310000064040spgi:RecurringVariableRevenueMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:MarketIntelligenceSegmentMemberus-gaap:TransferredAtPointInTimeMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:RatingsSegmentMemberus-gaap:TransferredAtPointInTimeMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:EnergySegmentMemberus-gaap:TransferredAtPointInTimeMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:MobilitySegmentMemberus-gaap:TransferredAtPointInTimeMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:IndicesSegmentMemberus-gaap:TransferredAtPointInTimeMember2026-01-012026-03-310000064040us-gaap:IntersegmentEliminationMemberus-gaap:TransferredAtPointInTimeMember2026-01-012026-03-310000064040us-gaap:TransferredAtPointInTimeMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:MarketIntelligenceSegmentMemberus-gaap:TransferredOverTimeMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:RatingsSegmentMemberus-gaap:TransferredOverTimeMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:EnergySegmentMemberus-gaap:TransferredOverTimeMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:MobilitySegmentMemberus-gaap:TransferredOverTimeMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:IndicesSegmentMemberus-gaap:TransferredOverTimeMember2026-01-012026-03-310000064040us-gaap:IntersegmentEliminationMemberus-gaap:TransferredOverTimeMember2026-01-012026-03-310000064040us-gaap:TransferredOverTimeMember2026-01-012026-03-310000064040srt:ReportableLegalEntitiesMemberspgi:SubscriptionMemberspgi:MarketIntelligenceSegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:SubscriptionMemberspgi:RatingsSegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:SubscriptionMemberspgi:EnergySegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:SubscriptionMemberspgi:MobilitySegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:SubscriptionMemberspgi:IndicesSegmentMember2025-01-012025-03-310000064040us-gaap:IntersegmentEliminationMemberspgi:SubscriptionMember2025-01-012025-03-310000064040spgi:SubscriptionMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:NonSubscriptionTransactionMemberspgi:MarketIntelligenceSegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:NonSubscriptionTransactionMemberspgi:RatingsSegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:NonSubscriptionTransactionMemberspgi:EnergySegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:NonSubscriptionTransactionMemberspgi:MobilitySegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:NonSubscriptionTransactionMemberspgi:IndicesSegmentMember2025-01-012025-03-310000064040us-gaap:IntersegmentEliminationMemberspgi:NonSubscriptionTransactionMember2025-01-012025-03-310000064040spgi:NonSubscriptionTransactionMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:NonTransactionMemberspgi:MarketIntelligenceSegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:NonTransactionMemberspgi:RatingsSegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:NonTransactionMemberspgi:EnergySegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:NonTransactionMemberspgi:MobilitySegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:NonTransactionMemberspgi:IndicesSegmentMember2025-01-012025-03-310000064040us-gaap:IntersegmentEliminationMemberspgi:NonTransactionMember2025-01-012025-03-310000064040spgi:NonTransactionMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:AssetLinkedFeesMemberspgi:MarketIntelligenceSegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:AssetLinkedFeesMemberspgi:RatingsSegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:AssetLinkedFeesMemberspgi:EnergySegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:AssetLinkedFeesMemberspgi:MobilitySegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:AssetLinkedFeesMemberspgi:IndicesSegmentMember2025-01-012025-03-310000064040us-gaap:IntersegmentEliminationMemberspgi:AssetLinkedFeesMember2025-01-012025-03-310000064040spgi:AssetLinkedFeesMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:SalesUsageBasedRoyaltiesMemberspgi:MarketIntelligenceSegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:SalesUsageBasedRoyaltiesMemberspgi:RatingsSegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:SalesUsageBasedRoyaltiesMemberspgi:EnergySegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:SalesUsageBasedRoyaltiesMemberspgi:MobilitySegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:SalesUsageBasedRoyaltiesMemberspgi:IndicesSegmentMember2025-01-012025-03-310000064040us-gaap:IntersegmentEliminationMemberspgi:SalesUsageBasedRoyaltiesMember2025-01-012025-03-310000064040spgi:SalesUsageBasedRoyaltiesMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:RecurringVariableRevenueMemberspgi:MarketIntelligenceSegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:RecurringVariableRevenueMemberspgi:RatingsSegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:RecurringVariableRevenueMemberspgi:EnergySegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:RecurringVariableRevenueMemberspgi:MobilitySegmentMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:RecurringVariableRevenueMemberspgi:IndicesSegmentMember2025-01-012025-03-310000064040us-gaap:IntersegmentEliminationMemberspgi:RecurringVariableRevenueMember2025-01-012025-03-310000064040spgi:RecurringVariableRevenueMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:MarketIntelligenceSegmentMemberus-gaap:TransferredAtPointInTimeMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:RatingsSegmentMemberus-gaap:TransferredAtPointInTimeMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:EnergySegmentMemberus-gaap:TransferredAtPointInTimeMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:MobilitySegmentMemberus-gaap:TransferredAtPointInTimeMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:IndicesSegmentMemberus-gaap:TransferredAtPointInTimeMember2025-01-012025-03-310000064040us-gaap:IntersegmentEliminationMemberus-gaap:TransferredAtPointInTimeMember2025-01-012025-03-310000064040us-gaap:TransferredAtPointInTimeMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:MarketIntelligenceSegmentMemberus-gaap:TransferredOverTimeMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:RatingsSegmentMemberus-gaap:TransferredOverTimeMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:EnergySegmentMemberus-gaap:TransferredOverTimeMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:MobilitySegmentMemberus-gaap:TransferredOverTimeMember2025-01-012025-03-310000064040srt:ReportableLegalEntitiesMemberspgi:IndicesSegmentMemberus-gaap:TransferredOverTimeMember2025-01-012025-03-310000064040us-gaap:IntersegmentEliminationMemberus-gaap:TransferredOverTimeMember2025-01-012025-03-310000064040us-gaap:TransferredOverTimeMember2025-01-012025-03-310000064040us-gaap:OperatingSegmentsMemberspgi:MarketIntelligenceSegmentMember2026-03-310000064040us-gaap:OperatingSegmentsMemberspgi:MarketIntelligenceSegmentMember2025-12-310000064040us-gaap:OperatingSegmentsMemberspgi:RatingsSegmentMember2026-03-310000064040us-gaap:OperatingSegmentsMemberspgi:RatingsSegmentMember2025-12-310000064040us-gaap:OperatingSegmentsMemberspgi:EnergySegmentMember2026-03-310000064040us-gaap:OperatingSegmentsMemberspgi:EnergySegmentMember2025-12-310000064040us-gaap:OperatingSegmentsMemberspgi:MobilitySegmentMember2026-03-310000064040us-gaap:OperatingSegmentsMemberspgi:MobilitySegmentMember2025-12-310000064040us-gaap:OperatingSegmentsMemberspgi:IndicesSegmentMember2026-03-310000064040us-gaap:OperatingSegmentsMemberspgi:IndicesSegmentMember2025-12-310000064040us-gaap:OperatingSegmentsMember2026-03-310000064040us-gaap:OperatingSegmentsMember2025-12-310000064040us-gaap:CorporateNonSegmentMember2026-03-310000064040us-gaap:CorporateNonSegmentMember2025-12-310000064040country:US2026-01-012026-03-310000064040country:US2025-01-012025-03-310000064040srt:EuropeMember2026-01-012026-03-310000064040srt:EuropeMember2025-01-012025-03-310000064040srt:AsiaMember2026-01-012026-03-310000064040srt:AsiaMember2025-01-012025-03-310000064040spgi:RestOfWorldMember2026-01-012026-03-310000064040spgi:RestOfWorldMember2025-01-012025-03-310000064040spgi:SpdjIndicesMemberus-gaap:RelatedPartyMember2026-01-012026-03-310000064040spgi:SpdjIndicesMemberus-gaap:RelatedPartyMember2025-01-012025-03-310000064040spgi:CmeGroupMemberspgi:SpdjIndicesMember2026-03-31


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 1-1023  
spgbarrgbposa16.jpg
S&P Global Inc.
(Exact name of registrant as specified in its charter)
New York13-1026995
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
55 Water Street,New York,New York10041
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: 212-438-1000
Securities registered pursuant to Section 12(b) of the Act:
ClassTrading SymbolName of Exchange on which registered
Common stock (par value $1.00 per share)SPGINew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                            Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).                                         Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filerNon-accelerated filer
Smaller reporting company
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 accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES NO

As of April 24, 2026 (latest practicable date), 296.0 million shares of the issuer's classes of common stock (par value $1.00 per share) were outstanding excluding 7.2 million outstanding common shares held by the Markit Group Holdings Limited Employee Benefit Trust.

1


S&P Global Inc.
INDEX
 
 Page Number
Item 6. Exhibits

2


Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of S&P Global Inc.

Results of Review of Interim Financial Statements

We have reviewed the accompanying consolidated balance sheet of S&P Global Inc. and subsidiaries (the Company) as of March 31, 2026, the related consolidated statements of income, comprehensive income, and equity for the three-month periods ended March 31, 2026 and 2025, the related consolidated statements of cash flows for the three-month periods ended March 31, 2026 and 2025, and the related notes (collectively referred to as the “consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2025, the related consolidated statements of income, comprehensive income, equity and cash flows for the year then ended, and the related notes and schedule (not presented herein); and in our report dated February 10, 2026, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2025, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.


/s/ ERNST & YOUNG LLP

New York, New York
April 28, 2026



3


PART I — FINANCIAL INFORMATION
Item 1. Financial Statements

S&P Global Inc.
Consolidated Statements of Income
(Unaudited)
(in millions, except per share amounts)Three Months Ended
March 31,
20262025
Revenue$4,171 $3,777 
Expenses:
Operating-related expenses1,235 1,153 
Selling and general expenses802 764 
Depreciation31 25 
Amortization of intangibles276 268 
Total expenses2,344 2,210 
Gain on dispositions(175)— 
Equity in income on unconsolidated subsidiaries— (11)
Operating profit2,002 1,578 
Other (income) expense, net(2)
Interest expense, net96 78 
Income before taxes on income1,908 1,496 
Provision for taxes on income404 325 
Net income1,504 1,171 
Less: net income attributable to noncontrolling interests
(109)(81)
Net income attributable to S&P Global Inc.$1,395 $1,090 
Earnings per share attributable to S&P Global Inc. common shareholders:
Net income:
Basic$4.69 $3.55 
Diluted$4.69 $3.54 
Weighted-average number of common shares outstanding:
Basic297.3 307.3 
Diluted297.6 307.7 
Actual shares outstanding at period end296.0 306.7 
See accompanying notes to the unaudited consolidated financial statements.
4


S&P Global Inc.
Consolidated Statements of Comprehensive Income
(Unaudited)
 
(in millions)Three Months Ended
March 31,
20262025
Net income$1,504 $1,171 
Other comprehensive income:
Foreign currency translation adjustments
(14)33 
Income tax effect
(18)19 
(32)52 
Pension and other postretirement benefit plans
Income tax effect
— — 
Unrealized (loss) gain on cash flow hedges(9)
Income tax effect
— (1)
(9)
Comprehensive income1,465 1,228 
Less: comprehensive income attributable to nonredeemable noncontrolling interests
(9)(4)
Less: comprehensive income attributable to redeemable noncontrolling interests
(100)(77)
Comprehensive income attributable to S&P Global Inc.
$1,356 $1,147 


See accompanying notes to the unaudited consolidated financial statements.
5


S&P Global Inc.
Consolidated Balance Sheets
 
(in millions)March 31,
2026
December 31,
2025
(Unaudited) 
ASSETS
Current assets:
Cash and cash equivalents$1,810 $1,745 
Restricted cash— — 
Accounts receivable, net of allowance for doubtful accounts: 2026 - $53; 2025 - $50
3,493 3,441 
Prepaid and other current assets889 914 
Assets held for sale128 196 
Total current assets6,320 6,296 
Property and equipment, net of accumulated depreciation: 2026 - $871; 2025 - $861
261 278 
Right of use assets388 413 
Goodwill36,357 36,475 
Other intangible assets, net15,977 16,271 
Equity investments in unconsolidated subsidiaries605 603 
Other non-current assets884 864 
Total assets$60,792 $61,200 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$510 $610 
Accrued compensation and contributions to retirement plans439 988 
Short-term debt2,697 718 
Income taxes currently payable482 180 
Unearned revenue3,980 4,088 
Other current liabilities1,200 1,010 
Liabilities held for sale27 43 
Total current liabilities9,335 7,637 
Long-term debt 10,621 12,370 
Lease liabilities — non-current458 494 
Pension and other postretirement benefits176 178 
Deferred tax liability — non-current3,226 3,262 
Other non-current liabilities771 1,107 
Total liabilities24,587 25,048 
Redeemable noncontrolling interests (Note 8)4,917 4,917 
Commitments and contingencies (Note 12)
Equity:
Common stock, $1 par value: authorized - 600 million shares; issued - 2026 and 2025 415 million shares
415 415 
Additional paid-in capital44,507 44,117 
Retained income24,804 23,666 
Accumulated other comprehensive loss(736)(697)
Less: common stock in treasury(37,817)(36,374)
Total equity — controlling interests31,173 31,127 
Total equity — noncontrolling interests115 108 
Total equity 31,288 31,235 
Total liabilities and equity$60,792 $61,200 
    

See accompanying notes to the unaudited consolidated financial statements.
6


S&P Global Inc.
Consolidated Statements of Cash Flows
(Unaudited)
 
(in millions)Three Months Ended
March 31,
20262025
Operating Activities:
Net income$1,504 $1,171 
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation31 25 
Amortization of intangibles276 268 
Provision for losses on accounts receivable15 
Deferred income taxes(50)(63)
Stock-based compensation39 47 
Gain on dispositions(175)— 
Other61 
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
Accounts receivable(131)(222)
Prepaid and other current assets12 
Accounts payable and accrued expenses(646)(678)
Unearned revenue(76)181 
Other current liabilities(29)(58)
Net change in prepaid/accrued income taxes314 225 
Net change in other assets and liabilities(42)(24)
Cash provided by operating activities1,037 953 
Investing Activities:
Capital expenditures(27)(43)
Acquisitions, net of cash acquired(12)(13)
Proceeds from dispositions, net345 — 
Changes in short-term investments(15)(23)
Cash provided by (used for) investing activities291 (79)
Financing Activities:
Additions to short-term debt, net236 — 
Payments on senior notes(3)(4)
Dividends paid to shareholders(288)(295)
Distributions to noncontrolling interest holders(91)(94)
Repurchase of treasury shares(1,000)(650)
Employee withholding tax on share-based payments, contingent consideration payments and other(91)(60)
Cash used for financing activities(1,237)(1,103)
Effect of exchange rate changes on cash(26)32 
Net change in cash, cash equivalents, and restricted cash65 (197)
Cash, cash equivalents, and restricted cash at beginning of period1,745 1,666 
Cash, cash equivalents, and restricted cash at end of period$1,810 $1,469 

See accompanying notes to the unaudited consolidated financial statements.
7


S&P Global Inc.
Consolidated Statements of Equity
(Unaudited)

Three Months Ended March 31, 2026
 (in millions)
Common Stock $1 par
Additional Paid-in CapitalRetained IncomeAccumulated Other Comprehensive LossLess: Treasury StockTotal SPGI EquityNoncontrolling InterestsTotal Equity
Balance as of December 31, 2025$415 $44,117 $23,666 $(697)$36,374 $31,127 $108 $31,235 
Comprehensive income 1
1,395 (39)1,356 1,365 
Dividends (Dividend declared per common share — $0.97 per share)
(288)(288)(288)
Share repurchases, including excise tax500 1,512 (1,012)(1,012)
Employee stock plans(110)(69)(41)(41)
Change in redemption value of redeemable noncontrolling interests31 31 31 
Other— (2)(2)
Balance as of March 31, 2026
$415 $44,507 $24,804 $(736)$37,817 $31,173 $115 $31,288 
Three Months Ended March 31, 2025
 (in millions)
Common Stock $1 par
Additional Paid-in CapitalRetained IncomeAccumulated Other Comprehensive LossLess: Treasury StockTotal SPGI EquityNoncontrolling InterestsTotal Equity
Balance as of December 31, 2024$415 $44,321 $20,977 $(883)$31,671 $33,159 $97 $33,256 
Comprehensive income 1
1,090 57 1,147 1,151 
Dividends (Dividend declared per common share — $0.96 per share)
(295)(295)(295)
Share repurchases, including excise tax65 722 (657)(657)
Employee stock plans(27)(17)(10)(10)
Change in redemption value of redeemable noncontrolling interests27 27 27 
Other— 
Balance as of March 31, 2025
$415 $44,359 $21,799 $(826)$32,376 $33,371 $102 $33,473 
1Excludes comprehensive income of $100 million and $77 million for the three months ended March 31, 2026 and 2025, respectively, attributable to our redeemable noncontrolling interests.

See accompanying notes to the unaudited consolidated financial statements.

8


S&P Global Inc.
Notes to the Consolidated Financial Statements
(Unaudited)
 
1.    Nature of Operations and Basis of Presentation

S&P Global Inc. (together with its consolidated subsidiaries, “S&P Global,” the “Company,” “we,” “us” or “our”) is a global, diversified, and highly differentiated provider of benchmarks, data, analytics and workflow solutions in the global capital, energy and commodity, and automotive markets.

Our operations consist of five reportable segments: S&P Global Market Intelligence (“Market Intelligence”), S&P Global Ratings (“Ratings”), S&P Global Energy (“Energy”), S&P Global Mobility (“Mobility”) and S&P Dow Jones Indices (“Indices”).
Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions.
Ratings is an independent provider of credit ratings, research, and analytics.
Energy is a leading independent provider of information and benchmark prices for the energy and commodity markets.
Mobility is a leading provider of solutions serving the full automotive value chain including vehicle manufacturers (Original Equipment Manufacturers or OEMs), automotive suppliers, mobility service providers, retailers, consumers, and finance and insurance companies.
Indices is a global index provider maintaining a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors.
On April 29, 2025, we announced that our Board of Directors decided to pursue a full separation of our Mobility segment, creating a new publicly traded company. The name of the new publicly traded company, Mobility Global Inc., will be effective on day one of the separation. The transaction, which would be implemented through the spin-off of shares of the new company to S&P Global shareholders, is expected to be tax-free for U.S. federal income tax purposes for S&P Global shareholders and is expected to be completed mid-2026, subject to the satisfaction of customary legal and regulatory requirements and approvals.
The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. Therefore, the financial statements included herein should be read in conjunction with the financial statements and notes included in our Form 10-K for the year ended December 31, 2025 (our “Form 10-K”).

In the opinion of management, all normal recurring adjustments considered necessary for a fair statement of the results of the interim periods have been included. The operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the full year.

On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, business combinations, allowance for doubtful accounts, valuation of long-lived assets, goodwill and other intangible assets, pension plans, incentive compensation and stock-based compensation, income taxes, contingencies and redeemable noncontrolling interests. Since the date of our Form 10-K, there have been no material changes to our critical accounting policies and estimates.

Restricted Cash

We had no restricted cash included in our consolidated balance sheets as of March 31, 2026 and December 31, 2025.

Contract Assets

Contract assets include unbilled amounts from when the Company transfers service to a customer before a customer pays consideration or before payment is due. As of March 31, 2026 and December 31, 2025, contract assets were $107 million and $89 million, respectively, and are included in accounts receivable in our consolidated balance sheets.

9


Unearned Revenue

We record unearned revenue when cash payments are received in advance of our performance. The decrease in the unearned revenue balance at March 31, 2026 compared to December 31, 2025 is primarily driven by $1.8 billion of revenues recognized that were included in the unearned revenue balance at the beginning of the period, offset by cash payments received in advance of satisfying our performance obligations.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price of contracts for work that has not yet been performed. As of March 31, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was $5.7 billion. We expect to recognize revenue on approximately half and three-quarters of the remaining performance obligations over the next 12 and 24 months, respectively, with the remainder recognized thereafter.

We do not disclose the value of unfulfilled performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts where revenue is a usage-based royalty promised in exchange for a license of intellectual property.

Costs to Obtain Contracts

We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that the costs associated with certain sales commission programs are incremental to the costs to obtain contracts with customers and therefore meet the criteria to be capitalized. Total capitalized costs to obtain contracts were $349 million as of March 31, 2026 and December 31, 2025, and are included in prepaid and other current assets and other non-current assets on our consolidated balance sheets. The capitalized asset will be amortized over a period consistent with the transfer to the customer of the goods or services to which the asset relates, calculated based on the customer term and the average life of the products and services underlying the contracts which has been determined to be approximately 2 to 5 years. The expense is recorded within selling and general expenses in the consolidated statements of income.

We expense sales commissions when incurred if the benefit of those costs is one year or less. These costs are recorded within selling and general expenses in the consolidated statements of income.

Equity in Income on Unconsolidated Subsidiaries

On October 10, 2025, the Company and CME Group completed the sale of OSTTRA, an investment in a 50/50 joint venture arrangement with shared control with CME Group that combined each company’s post-trade services into a joint venture.

Other (Income) Expense, net

The components of other (income) expense, net for the three months ended March 31 are as follows:
(in millions)20262025
Other components of net periodic benefit cost$(4)$(6)
Net loss from investments10 
Other (income) expense, net$(2)$

2.    Acquisitions and Divestitures

On April 24, 2026, we entered into a definitive agreement to sell Energy’s geoscience and petroleum engineering software portfolio to SLB, a global technology company driving energy innovation across more than 100 countries. This portfolio of subsurface and engineering software, widely used by U.S. onshore and unconventional operators, includes Kingdom Software, Petra, Harmony Enterprise, Analytics Explorer, SubPUMP, Power Tools, FieldDIRECT, Piper, WellTest, and The Element Platform, together with associated business services. The assets and liabilities of Energy's geoscience and petroleum engineering software portfolio were classified as held for sale in our consolidated balance sheet as of March 31, 2026. This transaction is expected to close in the second half of 2026 or early 2027. The anticipated divestiture of Energy's geoscience and petroleum engineering software portfolio is not expected to have a material impact to our consolidated financial statements.
10



Acquisitions

On March 18, 2026, we completed the acquisition of Enertel AI Corporation, a company specializing in AI and machine learning-driven short-term power price forecasting for North American electricity markets. The acquisition is part of our Energy segment. With the addition of Enertel AI Corporation, Energy now delivers real-time, AI-powered nodal price forecasts and decision tools that physical power traders, utilities and asset operators rely on to navigate the rapidly evolving grid. The acquisition of Enertel AI Corporation is not material to our consolidated financial statements.

During the three months ended March 31, 2025, we did not complete any material acquisitions.

Divestitures

During the three months ended March 31, 2026, we recorded a pre-tax gain of $175 million related to the following dispositions:

On January 12, 2026, we completed the sale of the Enterprise Data Management and thinkFolio businesses within our Market Intelligence segment to Symphony Technology Group (“STG”), a private equity firm focused on building and scaling market-leading software, data and analytics companies. During the three months ended March 31, 2026, we recorded a pre-tax gain of $172 million ($168 million after-tax) in Gain on dispositions in the consolidated statement of income related to the sale of the Enterprise Data Management and thinkFolio businesses within our Market Intelligence segment.

In March of 2026, we recorded a pre-tax gain of $3 million ($3 million after-tax) in Gain on dispositions in the consolidated statement of income related to the sale of OSTTRA in October of 2025.

During the three months ended March 31, 2025, we did not complete any material dispositions.

Assets and Liabilities Held for Sale

The components of assets and liabilities held for sale in the consolidated balance sheets consist of the following:

(in millions)March 31,December 31,
2026 1
2025 1
Accounts receivable, net $51 $34 
Property and equipment, net
Goodwill69 141 
Other non-current assets— 13 
Assets held for sale$128 $196 
Accounts payable$$
Unearned revenue25 34 
Liabilities held for sale$27 $43 
1 Assets and liabilities held for sale relate to the anticipated divestiture of Energy’s geoscience and petroleum engineering software portfolio and the divestitures of the Enterprise Data Management and thinkFolio businesses within our Market Intelligence segment as of March 31, 2026 and December 31, 2025, respectively. Additionally, assets held for sale include fixed assets related to our intent to sell our facility in Centennial, Colorado as of March 31, 2026 and December 31, 2025.
3.    Income Taxes

The effective income tax rate was 21.2% and 21.7% for the three months ended March 31, 2026 and March 31, 2025, respectively. The lower rate for the three months ended March 31, 2026 was primarily due to a combination of discrete adjustments including lower tax on non-US divestitures due to local exemption.

At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary quarterly earnings. The tax expense or benefit related to significant unusual or infrequently occurring items that will be separately
11


reported or reported net of their related tax effect, and are individually computed, is recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates or tax status is recognized in the interim period in which the change occurs.

The Company is subject to tax examinations in various jurisdictions. As of March 31, 2026 and December 31, 2025, the total amount of federal, state and local, and foreign unrecognized tax benefits was $320 million and $322 million, respectively, exclusive of interest and penalties. We recognize accrued interest and penalties related to unrecognized tax benefits in interest expense and operating-related expense, respectively. As of March 31, 2026 and December 31, 2025, we had $86 million and $79 million, respectively, of accrued interest and penalties associated with unrecognized tax benefits.

The Organization for Economic Co-operation and Development (“OECD”) introduced an international tax framework under Pillar Two that provides for a global minimum tax of 15%, which is implemented through local legislation in participating jurisdictions. The effects of Pillar Two taxes enacted in jurisdictions in which we operate have been reflected in our results and did not have a material impact on our consolidated financial statements.

On January 5, 2026, the OECD issued administrative guidance outlining a framework under which U.S.-parented groups may be excluded from the application of the OECD’s global minimum tax rules. Each member jurisdiction will need to adopt this guidance into local law, and the timing and manner of adoption may vary. We are continuing to monitor developments related to this guidance and will evaluate the impact on our financial statements as additional information becomes available.

4.    Debt 

A summary of short-term and long-term debt outstanding is as follows:
(in millions)March 31,
2026
December 31,
2025
4.0% Senior Notes, due 2026 1
— 
2.95% Senior Notes, due 2027 2
499 499 
2.45% Senior Notes, due 2027 3
1,247 1,246 
4.75% Senior Notes, due 2028 4
781 784 
4.25% Senior Notes, due 2029 5
988 991 
2.5% Senior Notes, due 2029 6
498 498 
2.95% Sustainability-Linked Senior Notes, due 2029 7
1,241 1,241 
1.25% Senior Notes, due 2030 8
596 596 
4.25% Senior Notes, due 2031 9
596 595 
2.90% Senior Notes, due 2032 10
1,480 1,480 
5.25% Senior Notes, due 2033 11
744 744 
4.80% Senior Notes, due 2035 12
396 396 
6.55% Senior Notes, due 2037 13
291 291 
4.5% Senior Notes, due 2048 14
273 273 
3.25% Senior Notes, due 2049 15
591 591 
3.70% Senior Notes, due 2052 16
976 976 
2.3% Senior Notes, due 2060 17
683 683 
3.9% Senior Notes, due 2062 18
487 486 
Commercial paper951 715 
Total debt13,318 13,088 
Less: short-term debt including current maturities2,697 718 
Long-term debt$10,621 $12,370 
1     We made a $3 million repayment of our 4.0% Senior Notes in the first quarter of 2026.
2    Interest payments are due semiannually on January 22 and July 22, and as of March 31, 2026, the unamortized debt discount and issuance costs total $1 million.
3    Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2026, the unamortized debt discount and issuance costs total $3 million.
12


4     Interest payments are due semiannually on February 1 and August 1.
5 Interest payments are due semiannually on May 1 and November 1.
6    Interest payments are due semiannually on June 1 and December 1, and as of March 31, 2026, the unamortized debt discount and issuance costs total $2 million.
7    Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2026, the unamortized debt discount and issuance costs total $9 million. From and including March 1, 2026, the interest rate payable on Sustainability-Linked Senior Notes due 2029 was increased by 25 basis points (0.25%) per annum, in accordance with the terms of the governing indenture.
8    Interest payments are due semiannually on February 15 and August 15, and as of March 31, 2026, the unamortized debt discount and issuance costs total $4 million.
9    Interest payments are due semiannually on January 15 and July 15, beginning on July 15, 2026, and as of March 31, 2026, the unamortized debt discount and issuance costs total $4 million.
10 Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2026, the unamortized debt discount and issuance costs total $20 million.
11 Interest payments are due semiannually on March 15 and September 15, and as of March 31, 2026, the unamortized debt discount and issuance costs total $6 million.
12    Interest payments are due semiannually on June 4 and December 4, beginning on June 4, 2026, and as of March 31, 2026, the unamortized debt discount and issuance costs total $4 million.
13    Interest payments are due semiannually on May 15 and November 15, and as of March 31, 2026, the unamortized debt discount and issuance costs total $2 million.
14    Interest payments are due semiannually on May 15 and November 15, and as of March 31, 2026, the unamortized debt discount and issuance costs total $10 million.
15 Interest payments are due semiannually on June 1 and December 1, and as of March 31, 2026, the unamortized debt discount and issuance costs total $9 million.
16    Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2026, the unamortized debt discount and issuance costs total $24 million.
17    Interest payments are due semiannually on February 15 and August 15, and as of March 31, 2026, the unamortized debt discount and issuance costs total $17 million.
18    Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2026, the unamortized debt discount and issuance costs total $13 million.
The fair value of our total debt borrowings was $11.1 billion and $11.3 billion as of March 31, 2026 and December 31, 2025, respectively, and was estimated based on quoted market prices.

We have the ability to borrow a total of $2.0 billion through our commercial paper program, which is supported by our $2.0 billion five-year credit agreement (our “credit facility”) that will terminate on December 17, 2029. As of March 31, 2026, and December 31, 2025, we had $951 million and $715 million of outstanding commercial paper, respectively.

Commitment fees for the unutilized commitments under the credit facility and applicable margins for borrowings thereunder are linked to the Company achieving three environmental sustainability performance indicators related to emissions, tested annually. For the three months ended March 31, 2026, we paid a commitment fee of 8 basis points. Our commitment fee and our drawn margin under the credit facility will be reduced by 1 basis point and 5 basis points, respectively, for the approximately year-long period beginning April 6, 2026 as a result of our emissions performance for the year ended December 31, 2025. The credit facility contains customary affirmative and negative covenants and customary events of default. The occurrence of an event of default could result in an acceleration of the obligations under the credit facility.

The only financial covenant in our credit facility is a requirement that our indebtedness to cash flow ratio, as defined in our credit facility, is not greater than 4 to 1, and this ratio has never been exceeded.

13


5.    Derivative Instruments

Our exposure to market risk includes changes in foreign exchange rates and interest rates. We have operations in foreign countries where the functional currency is primarily the local currency. For international operations that are determined to be extensions of the parent company, the U.S. dollar is the functional currency. We typically have naturally hedged positions in most countries from a local currency perspective with offsetting assets and liabilities. As of March 31, 2026 and December 31, 2025, we have entered into foreign exchange forward contracts to mitigate or hedge the effect of adverse fluctuations in foreign exchange rates. As of March 31, 2026 and December 31, 2025, we held cross currency swap contracts to hedge a portion of our net investment in foreign subsidiaries against volatility in foreign exchange rates. These contracts are recorded at fair value that is based on foreign currency exchange rates and interest rates in active markets; therefore, we classify these derivative contracts within Level 2 of the fair value hierarchy. We do not enter into any derivative financial instruments for speculative purposes.

Undesignated Derivative Instruments

During the three months ended March 31, 2026 and twelve months ended December 31, 2025, we entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheets. These forward contracts do not qualify for hedge accounting. As of March 31, 2026 and December 31, 2025, the aggregate notional value of these outstanding forward contracts was $1.5 billion. The changes in fair value of these forward contracts are recorded in prepaid and other assets or other current liabilities in the consolidated balance sheets with their corresponding change in fair value recognized in selling and general expenses in the consolidated statements of income. The amount recorded in prepaid and other current assets was $3 million and $8 million as of March 31, 2026 and December 31, 2025, respectively. The amount recorded in other current liabilities was $15 million and $6 million as of March 31, 2026 and December 31, 2025, respectively. The amount recorded in selling and general expense related to these contracts was a net loss of $20 million for the three months ended March 31, 2026, and a net gain of $49 million for the three months ended March 31, 2025, respectively.

Net Investment Hedges

As of March 31, 2026 and December 31, 2025, we held cross currency swaps to hedge a portion of our net investment in certain European subsidiaries against volatility in the Euro/U.S. dollar exchange rate. These swaps are designated and qualify as a hedge of a net investment in a foreign subsidiary and are scheduled to mature in 2029, 2030, 2032 and 2033. The notional value of our outstanding cross currency swaps designated as a net investment hedge was $3.5 billion as of March 31, 2026 and December 31, 2025. The changes in the fair value of these swaps are recognized in foreign currency translation adjustments, a component of other comprehensive income (loss), and reported in accumulated other comprehensive loss in our consolidated balance sheet. The gain or loss will be subsequently reclassified into net earnings when the hedged net investment is either sold, liquidated or substantially liquidated. We have elected to assess the effectiveness of our net investment hedges based on changes in spot exchange rates. Accordingly, amounts related to the cross currency swaps recognized directly in net income represent net periodic interest settlements and accruals, which are recognized in interest expense, net. We recognized net interest income of $10 million and $14 million for the three months ended March 31, 2026 and 2025, respectively.

Cash Flow Hedges

Foreign Exchange Forward Contracts

During the three months ended March 31, 2026 and the twelve months ended December 31, 2025, we entered into a series of foreign exchange forward contracts to hedge a portion of the Indian rupee, British pound, and Euro exposures through the first quarter of 2028 and the fourth quarter of 2027, respectively. These contracts are intended to offset the impact of movement of exchange rates on future revenue and operating costs and are scheduled to mature within twenty-four months. The changes in the fair value of these contracts are initially reported in accumulated other comprehensive loss in our consolidated balance sheet and are subsequently reclassified into revenue and selling and general expenses in the same period that the hedged transaction affects earnings.

As of March 31, 2026, we estimate that $15 million of pre-tax loss related to foreign exchange forward contracts designated as cash flow hedges recorded in other comprehensive income is expected to be reclassified into earnings within the next twelve months.

As of March 31, 2026 and December 31, 2025, the aggregate notional value of our outstanding foreign exchange forward contracts designated as cash flow hedges was $540 million and $574 million, respectively.

14


Interest Rate Swaps
During the three months ended March 31, 2024, we terminated our interest rate swap contracts with an aggregate notional value of $813 million and received net proceeds of $155 million upon termination. These contracts were designated as cash flow hedges and were scheduled to mature beginning in the first quarter of 2027. We performed a final effectiveness test upon the termination of each swap, and the effective portion of the gain of $155 million was recorded in accumulated other comprehensive loss in our consolidated balance sheet. A portion of the gain is being recognized into interest expense, net over the term related to the issuance of our senior notes in December of 2025 which are scheduled to mature in 2031 and 2035. We recognized interest income of $2 million for the three months ended March 31, 2026.

The following table provides information on the location and fair value amounts of our cash flow hedges and net investment hedges as of March 31, 2026 and December 31, 2025:

(in millions)March 31, December 31,
Balance Sheet Location20262025
Derivatives designated as cash flow hedges:
Prepaid and other current assets Foreign exchange forward contracts$$
Other current liabilitiesForeign exchange forward contracts$21 $11 
Derivatives designated as net investment hedges:
Other non-current liabilitiesCross currency swaps$205 $294 
The following table provides information on the location and amounts of pre-tax gains (losses) on our cash flow hedges and net investment hedges for the three months ended March 31:
(in millions)Gain (Loss) recognized in Accumulated Other Comprehensive Loss (effective portion)Location of Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion)Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion)
2026202520262025
Cash flow hedges - designated as hedging instruments
Foreign exchange forward contracts$(8)$Revenue, Selling and general expenses$(2)$
Interest rate swap contracts$(2)$— Interest expense, net$$— 
Net investment hedges - designated as hedging instruments
Cross currency swaps$88 $(77)Interest expense, net$(1)$(1)
15


The activity related to the change in unrealized gains (losses) in accumulated other comprehensive loss was as follows for the three months ended March 31:
(in millions)20262025
Cash Flow Hedges
Foreign exchange forward contracts
Net unrealized (losses) gains on cash flow hedges, net of taxes, beginning of period$(5)$
Change in fair value, net of tax(9)
Reclassification into earnings, net of tax(1)
Net unrealized (losses) gains on cash flow hedges, net of taxes, end of period$(12)$
Interest rate swap contracts
Net unrealized gains on cash flow hedges, net of taxes, beginning of period$99 $99 
Change in fair value, net of tax(1)— 
Reclassification into earnings, net of tax(2)— 
Net unrealized gains on cash flow hedges, net of taxes, end of period$96 $99 
Net Investment Hedges
Net unrealized (losses) gains on net investment hedges, net of taxes, beginning of period$(234)$33 
Change in fair value, net of tax69 (59)
Reclassification into earnings, net of tax
Net unrealized losses on net investment hedges, net of taxes, end of period$(164)$(25)
6. Employee Benefits
We maintain a number of active defined contribution retirement plans for our employees. The majority of our defined benefit plans are frozen. As a result, no new employees will be permitted to enter these plans and no additional benefits for current participants in the frozen plans will be accrued.

We also have supplemental benefit plans that provide senior management with supplemental retirement, disability and death benefits. Certain supplemental retirement benefits are based on final monthly earnings. In addition, we sponsor a voluntary 401(k) plan under which we make a non-elective contribution and may match employee contributions up to certain levels of compensation as well as profit-sharing plans under which we contribute a percentage of eligible employees’ compensation to the employees’ accounts.

We also provide certain medical, dental and life insurance benefits for active employees and eligible dependents. The medical and dental plans and supplemental life insurance plan are contributory, while the basic life insurance plan is noncontributory. We currently do not prefund any of these plans.

We recognize the funded status of our retirement and postretirement plans in the consolidated balance sheets, with a corresponding adjustment to accumulated other comprehensive loss, net of taxes. The amounts in accumulated other comprehensive loss represent net unrecognized actuarial losses and unrecognized prior service costs. These amounts will be subsequently recognized as net periodic pension cost pursuant to our accounting policy for amortizing such amounts.

Net periodic benefit cost for our retirement and postretirement plans other than the service cost component are included in other (income) expense, net in our consolidated statements of income.

16


The components of net periodic benefit cost for our retirement plans and postretirement plans for the three months ended March 31 are as follows: 

(in millions)20262025
Interest cost17 17 
Expected return on assets(23)(24)
Amortization of prior service credit / actuarial loss
Net periodic benefit cost$(4)$(6)

Net periodic benefit cost related to our postretirement plans reflected in the table above was not material for the three months ended March 31, 2026 and 2025.

As discussed in our Form 10-K, we changed certain discount rate assumptions for our retirement and postretirement plans and our expected return on assets assumption for our retirement plans which became effective on January 1, 2026. The effect of the assumption changes on retirement and postretirement expense for the three months ended March 31, 2026 did not have a material impact to our financial position, results of operations or cash flows.

In the first three months of 2026, we contributed $3 million to our retirement plans and expect to make additional required contributions of approximately $8 million to our retirement plans during the remainder of the year. We may elect to make additional non-required contributions depending on investment performance or any potential deterioration of our pension plan status in remaining nine months of 2026.

7.    Stock-Based Compensation

We issue stock-based incentive awards to our eligible employees under the 2019 Employee Stock Incentive Plan and to our eligible non-employee members of the Board of Directors under a Director Deferred Stock Ownership Plan.

For the three months ended March 31, 2026 and 2025, total stock-based compensation expense related to restricted stock and other stock-based awards was $39 million and $47 million, respectively. During the three months ended March 31, 2026, the Company granted 0.5 million shares of restricted stock and other stock-based awards, which had a weighted average grant date fair value of $443.23 per share. Total unrecognized compensation expense related to unvested equity awards as of March 31, 2026 was $318 million, which is expected to be recognized over a weighted average period of 1.8 years.

8.    Equity

Dividends

On January 14, 2026, the Board of Directors approved an increase in the dividends for 2026 to a quarterly common stock dividend of $0.97 per share.
Stock Repurchases

On November 13, 2025, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2025 Repurchase Program”), which was approximately 10% of the total shares of our outstanding common stock at the time. On June 22, 2022, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2022 Repurchase Program”), which was approximately 9% of the total shares of our outstanding common stock at that time.
Our purchased shares may be used for general corporate purposes, including the issuance of shares for stock compensation plans and to offset the dilutive effect of the exercise of employee stock options. As of March 31, 2026, 29.6 million shares remained under the 2025 Repurchase Program and the 2022 repurchase program was completed. Our 2025 Repurchase Program has no expiration date and purchases under this program may be made from time to time on the open market and in private transactions, depending on market conditions.
We have entered into accelerated share repurchase (“ASR”) agreements with financial institutions to initiate share repurchases of our common stock. Under an ASR agreement, we pay a specified amount to the financial institution and receive an initial delivery of shares. Upon settlement of the ASR agreement, the financial institution typically delivers additional shares. The total number of shares ultimately delivered, and therefore the average price paid per share, is determined at the end of the applicable purchase period of each ASR agreement based on the volume weighted-average share price, less a discount. We
17


account for our ASR agreements as two transactions: a stock purchase transaction and a forward stock purchase contract. The shares delivered under the ASR agreements resulted in a reduction of outstanding shares used to determine our weighted average common shares outstanding for purposes of calculating basic and diluted earnings per share. The repurchased shares are held in Treasury. The forward stock purchase contracts are classified as equity instruments.

Effective January 1, 2023, the Inflation Reduction Act of 2022 has mandated a 1% excise tax on share repurchases. Excise tax obligations that result from the Company’s share repurchases are accounted for as a cost of the treasury stock transaction, and are included in other current liabilities on our consolidated balance sheets. The amount recorded in other current liabilities was $58 million and $46 million as of March 31, 2026 and December 31, 2025, respectively.

The terms of each ASR agreement entered into during the three months ended March 31, 2026 and 2025, structured as outlined above, are as follows:
(in millions, except average price paid per share)
ASR Agreement Initiation DateASR Agreement Completion DateInitial Shares DeliveredAdditional Shares DeliveredTotal Number of Shares
Purchased
Average Price Paid Per ShareTotal Cash Utilized
February 12, 2026 1
March 12, 20262.00.3 2.3$426.70 $1,000 
February 19, 2025 2
May 6, 20251.00.3 1.3$491.12 $650 
1 The ASR agreement was structured as an uncapped ASR agreement in which we paid $1 billion and initially received shares valued at 80% of the $1 billion at a price equal to the market price of the Companys common stock on February 12, 2026. The Company received an initial delivery of 2.0 million shares from the ASR program. We completed the ASR agreement on March 12, 2026 and received an additional 0.3 million shares. The ASR agreement was executed under our 2025 and 2022 Repurchase Programs.
2 The ASR agreement was structured as an uncapped ASR agreement in which we paid $650 million and initially received shares valued at 80% of the $650 million at a price equal to the market price of the Companys common stock on February 19, 2025. The Company received an initial delivery of 1.0 million shares from the ASR program. We completed the ASR agreement on May 6, 2025 and received an additional 0.3 million shares. The ASR agreement was executed under our 2022 Repurchase Program.

During the three months ended March 31, 2026, we received 3.1 million shares, including 0.8 million shares received in February of 2026 related to our December 4, 2025 ASR agreement. During the three months ended March 31, 2026, we purchased a total of 2.3 million shares for $1 billion of cash. During the three months ended March 31, 2025, we received 1.3 million shares, including 0.3 million shares received in February of 2025 related to our October 28, 2024 ASR agreement. During the three months ended March 31, 2025, we purchased a total of 1.0 million shares for $650 million of cash.

Redeemable Noncontrolling Interests

Our redeemable noncontrolling interests include an agreement with the minority partners that own 27% of our S&P Dow Jones Indices LLC joint venture contains redemption features whereby interests held by minority partners are redeemable either (i) at the option of the holder or (ii) upon the occurrence of an event that is not solely within our control. Specifically, under the terms of the operating agreement of S&P Dow Jones Indices LLC, CME Group and CME Group Index Services LLC (“CGIS”) has the right at any time to sell, and we are obligated to buy, at least 20% of their share in S&P Dow Jones Indices LLC. In addition, in the event there is a change of control of the Company, for the 15 days following a change in control, CME Group and CGIS will have the right to put their interest to us at the then fair value of CME Group’s and CGIS’ minority interest.
If interests were to be redeemed under this agreement, we would generally be required to purchase the interest at fair value on the date of redemption. This interest is presented on the consolidated balance sheets outside of equity under the caption “Redeemable noncontrolling interests” with an initial value based on fair value for the portion attributable to the net assets we acquired, and based on our historical cost for the portion attributable to our S&P Index business. We adjust the redeemable noncontrolling interest each reporting period to its estimated redemption value, but never less than its initial fair value, using both income and market valuation approaches. Our income and market valuation approaches may incorporate Level 3 fair value measures for instances when observable inputs are not available. The more significant judgmental assumptions used to estimate the value of the S&P Dow Jones Indices LLC joint venture include an estimated discount rate, a range of assumptions that form the basis of the expected future net cash flows (e.g., the revenue growth rates and operating margins), and a company specific beta. The significant judgmental assumptions used that incorporate market data, including the relative weighting of market observable information and the comparability of that information in our valuation models, are forward-looking and could be affected by future economic and market conditions. Any adjustments to the redemption value will impact retained income.
Noncontrolling interests that do not contain such redemption features are presented in equity.

18


Changes to redeemable noncontrolling interests during the three months ended March 31, 2026 were as follows:
(in millions)
Balance as of December 31, 2025
$4,917 
Net income attributable to redeemable noncontrolling interests100 
Distributions payable to redeemable noncontrolling interests(61)
Redemption value adjustment(31)
Other 1
(8)
Balance as of March 31, 2026 2
$4,917 
1 Includes foreign currency translation adjustments.
2 As of March 31, 2026, $4,914 million relates to our redeemable noncontrolling interest in the Indices business.

Accumulated Other Comprehensive Loss
The following table summarizes the changes in the components of accumulated other comprehensive loss for the three months ended March 31:
(in millions)Foreign Currency Translation AdjustmentsPension and Postretirement Benefit PlansUnrealized Gain (Loss) on Cash Flow HedgesAccumulated Other Comprehensive Loss
Balance as of December 31, 2025
$(403)$(386)$92 $(697)
Other comprehensive income (loss) before reclassifications(33)1— (10)(43)
Reclassifications from accumulated other comprehensive income (loss) to net earnings
23
Net other comprehensive income (32)(9)(39)
Balance as of March 31, 2026
$(435)$(384)$83 $(736)
1Includes an unrealized gain related to our cross currency swaps. See Note 5 – Derivative Instruments for additional detail of items recognized in accumulated other comprehensive loss.
2Reflects amortization of net actuarial losses and is net of a tax expense of less than $1 million for the three months ended March 31, 2026. See Note 6 — Employee Benefits for additional details of items reclassed from accumulated other comprehensive loss to net earnings.
3See Note 5 — Derivative Instruments for additional details of items reclassified from accumulated other comprehensive loss to net earnings.

9.    Earnings Per Share

Basic earnings per common share (“EPS”) is computed by dividing net income attributable to the common shareholders of the Company by the weighted-average number of common shares outstanding. Diluted EPS is computed in the same manner as basic EPS, except the number of shares is increased to include additional common shares that would have been outstanding if potential common shares with a dilutive effect had been issued. Potential common shares consist primarily of restricted performance shares and stock options calculated using the treasury stock method.

19


The calculation of basic and diluted EPS for the three months ended March 31 is as follows:
(in millions, except per share amounts)20262025
Amounts attributable to S&P Global Inc. common shareholders:
Net income$1,395 $1,090 
Basic weighted-average number of common shares outstanding
297.3 307.3 
Effect of dilutive securities0.3 0.4 
Diluted weighted-average number of common shares outstanding
297.6 307.7 
Earnings per share attributable to S&P Global Inc. common shareholders:
Net income:
Basic$4.69 $3.55 
Diluted$4.69 $3.54 
We have certain stock options and restricted performance shares that are potentially excluded from the computation of diluted EPS. The effect of the potential exercise of stock options is excluded when the average market price of our common stock is lower than the exercise price of the related option during the period or when a net loss exists because the effect would have been antidilutive. Additionally, restricted performance shares are excluded because the necessary vesting conditions had not been met or when a net loss exists. For the three months ended March 31, 2026 and 2025, there were no stock options excluded. Restricted performance shares outstanding of 0.5 million and 0.7 million as of March 31, 2026 and 2025, respectively, were excluded.

10.    Restructuring
We continuously evaluate our cost structure to identify cost savings associated with streamlining our management structure. Our 2025 restructuring plan consisted of a company-wide workforce reduction of approximately 1,300 positions and are further detailed below. The charges for each restructuring plan are classified as selling and general expenses within the consolidated statements of income and the reserves are included in other current liabilities in the consolidated balance sheets.

In certain circumstances, reserves are no longer needed because employees previously identified for separation resigned from the Company and did not receive severance or were reassigned due to circumstances not foreseen when the original plans were initiated. In these cases, we reverse reserves through the consolidated statements of income during the period when it is determined they are no longer needed.

The initial restructuring charge recorded and the ending reserve balance as of March 31, 2026 by segment is as follows:

2025 Restructuring Plan
(in millions)Initial Charge RecordedEnding Reserve Balance
Market Intelligence$56 $12 
Ratings17 
Energy 19 
Mobility 15 
Indices
Corporate 46 16 
Total $157 $49 

For the three months ended March 31, 2026, we did not record any restructuring charges. The ending reserve balance for the 2025 restructuring plan was $85 million as of December 31, 2025. For the three months ended March 31, 2026, we have reduced the reserve for the 2025 restructuring plan by $36 million. The ending reserve balance for the 2024 restructuring plan was $4 million and $15 million as of March 31, 2026 and December 31, 2025, respectively. The reductions primarily related to cash payments for employee severance charges.

20


11. Segment and Related Information
We have five reportable segments: Market Intelligence, Ratings, Energy, Mobility and Indices.

Our Chief Executive Officer is our chief operating decision-maker (“CODM”) and evaluates performance of our segments and allocates resources (including employees, property, and financial or capital resources) based primarily on operating profit for each segment. Segment operating profit does not include Corporate Unallocated expense, equity in income on unconsolidated subsidiaries, other (income) expense, net, or interest expense, net, as these are amounts that do not affect the operating results of our reportable segments.


Operating results for the three months ended March 31 are as follows:
(in millions)Market Intelligence RatingsEnergyMobilityIndices Total
2026
Revenue from external customers$1,292 $1,257 $652 $454 $516 $4,171 
Intersegment revenue 1
445— — 352 
Revenue1,296 1,302 652 454 519 4,223 
Intersegment elimination(52)
Total revenue 4,171 
Less: segment expenses 2
860 420 330 272 136 2,018 
Less: other segment items 3
(4)35 89 11 132 
Intersegment elimination(52)
Segment operating profit$440 $881 $287 $93 $372 $2,073 
Corporate Unallocated expense 4
71 
Operating profit2,002 
Other income, net (2)
Interest expense, net96
Income before taxes on income$1,908 


(in millions)Market Intelligence RatingsEnergyMobilityIndices Total
2025
Revenue from external customers$1,196 $1,107 $612 $420 $442 $3,777 
Intersegment revenue 1
42— — 48
Revenue1,199 1,149 612 420 445 3,825 
Intersegment elimination(48)
Total revenue 3,777 
Less: segment expenses 2
805 388 318 258 121 1,890 
Less: other segment items 3
174 39 76 302 
Intersegment elimination(48)
Segment operating profit$220 $757 $255 $86 $315 $1,633 
Corporate Unallocated expense 4
66 
Equity in income on unconsolidated subsidiaries(11)
Operating profit1,578 
Other expense, net
Interest expense, net78 
Income before taxes on income$1,496 
21



1    Intersegment revenue primarily relates to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
2     The segment expense category for Market Intelligence, Ratings, Energy, Mobility and Indices for 2026 and 2025 primarily include an aggregation of compensation costs, technology costs and strategic investments. The CODM considers actual-to-actual and budget-to-actual variances when making decisions about allocating personnel and capital to the segments; however, the CODM does not receive the individual expense items underlying the overall segment expenses. Variance explanations include segment expenses including compensation costs, technology costs and strategic investments, but the CODM is otherwise not provided, and cannot easily calculate, lower-level expense information.
3     Other segment items for 2026 for each reportable segment primarily include amortization of intangibles from acquisitions, gain on dispositions and certain items primarily including acquisition and disposition-related costs. Other segment items for 2025 for each reportable segment primarily include amortization of intangibles from acquisitions and certain items primarily including employee severance charges, Executive Leadership Team transition costs and acquisition and disposition-related costs.
4 Corporate Unallocated expense includes costs for corporate functions, select initiatives, unoccupied office space and Kensho, included in selling and general expenses.

The following table presents our revenue disaggregated by revenue type for the three months ended March 31:
(in millions)Market IntelligenceRatingsEnergyMobility Indices
Intersegment Elimination 1
Total
2026
Subscription$1,052 $— $506 $372 $84 $— $2,014 
Non-subscription / Transaction75 712 109 82 — — 978 
Non-transaction— 590 — — — (52)538 
Asset-linked fees— — — — 339 — 339 
Sales usage-based royalties— — 37 — 96 — 133 
Recurring variable revenue169 — — — — — 169 
Total revenue$1,296 $1,302 $652 $454 $519 $(52)$4,171 
Timing of revenue recognition
Services transferred at a point in time$75 $712 $109 $82 $— $— $978 
Services transferred over time
1,221 590 543 372 519 (52)3,193 
Total revenue$1,296 $1,302 $652 $454 $519 $(52)$4,171 

(in millions)Market IntelligenceRatingsEnergyMobilityIndices
Intersegment Elimination 1
Total
2025
Subscription$993 $— $486 $343 $76 $— $1,898 
Non-subscription / Transaction56 620 97 77 — — 850 
Non-transaction— 529 — — — (48)481 
Asset-linked fees— — — — 288 — 288 
Sales usage-based royalties— — 29 — 81 — 110 
Recurring variable revenue150 — — — — — 150 
Total revenue$1,199 $1,149 $612 $420 $445 $(48)$3,777 
Timing of revenue recognition
Services transferred at a point in time$56 $620 $97 $77 $— $— $850 
Services transferred over time1,143 529 515 343 445 (48)2,927 
Total revenue$1,199 $1,149 $612 $420 $445 $(48)$3,777 
22


1 Intersegment eliminations primarily consists of a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.

Segment information as of March 31, 2026 and December 31, 2025 is as follows:
(in millions)Total Assets
March 31, December 31,
 20262025
Market Intelligence$30,975 $31,234 
Ratings1,294 1,137 
Energy8,425 8,543 
Mobility12,905 12,974 
Indices3,437 3,378 
Total reportable segments57,036 57,266 
Corporate 1
3,628 3,738 
Assets of held for sale 2
128 196 
Total$60,792 $61,200 
1Corporate assets consist principally of cash and cash equivalents, goodwill and other intangible assets, investments, assets for pension benefits and deferred income taxes.
2Relates to the anticipated divestiture of Energy’s geoscience and petroleum engineering software portfolio and the divestitures of the Enterprise Data Management and thinkFolio businesses within our Market Intelligence segment as of March 31, 2026 and December 31, 2025, respectively. Additionally, assets held for sale include fixed assets related to our intent to sell our facility in Centennial, Colorado as of March 31, 2026 and December 31, 2025.

The following provides revenue by geographic region for the three months ended March 31:
(in millions)20262025
U.S.$2,625 $2,342 
European region895 849 
Asia430 382 
Rest of the world221 204 
Total$4,171 $3,777 

See Note 2 Acquisitions and Divestitures and Note 10 Restructuring for additional actions that impacted the segment operating results.

12. Commitments and Contingencies
Leases
We determine whether an arrangement meets the criteria for an operating lease or a finance lease at the inception of the arrangement. We have operating leases for office space and equipment. Our leases have remaining lease terms of 1 year to 11 years, some of which include options to extend the leases for up to 12 years, and some of which include options to terminate the leases early. We sublease certain real estate leases to third parties which mainly consist of operating leases for space within our offices.

Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expenses for these leases on a straight line-basis over the lease term in operating-related expenses and selling and general expenses.
Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Our future minimum based payments used to determine our lease liabilities include minimum based rent payments and escalations. As most of our leases do not provide an implicit rate, we use our estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
23


The following table provides information on the location and amounts of our leases on our consolidated balance sheets as of March 31, 2026 and December 31, 2025:
(in millions)March 31, December 31,
Balance Sheet Location20262025
Assets
Right of use assetsLease right of use assets$388 $413 
Liabilities
Other current liabilitiesCurrent lease liabilities 124 124 
Lease liabilities — non-currentNon-current lease liabilities458 494 
The components of lease expense for the three months ended March 31 are as follows: 
(in millions)20262025
Operating lease cost$28 $31 
Sublease income(5)(3)
Total lease cost$23 $28 

Supplemental information related to leases for the three months ended March 31 are as follows:
(in millions)20262025
Cash paid for amounts included in the measurement for operating lease liabilities
Operating cash flows for operating leases$37 $36 
Right of use assets obtained in exchange for lease obligations
Operating leases14 20 

Weighted-average remaining lease term and discount rate for our operating leases are as follows:
March 31, December 31,
20262025
Weighted-average remaining lease term (years)4.85.3
Weighted-average discount rate 4.24 %4.25 %

Maturities of lease liabilities for our operating leases are as follows:
(in millions)
2026 (Excluding the three months ended March 31, 2026)
$110 
2027135 
2028109 
202988 
203065 
2031 and beyond148 
Total undiscounted lease payments $655 
Less: Imputed interest73 
Present value of lease liabilities$582 

As of March 31, 2026, the Company has certain lease agreements that have not yet commenced with total estimated future lease payments of $98 million which have been excluded from the table above. These lease agreements relate primarily to our Mobility segment. These leases are expected to begin in the second quarter of 2026 and continue through 2037, with lease terms ranging from 1 year to 11 years.

24


Related Party Agreements

In June of 2012, we entered into a license agreement (the “License Agreement") with the holder of S&P Dow Jones Indices LLC noncontrolling interest, CME Group, replacing the 2005 license agreement between Indices and CME Group. Under the terms of the License Agreement, S&P Dow Jones Indices LLC receives a share of the profits from the trading and clearing of CME Group’s equity index products. During both the three months ended March 31, 2026 and 2025, S&P Dow Jones Indices LLC earned $52 million of revenue under the terms of the License Agreement. The entire amount of this revenue is included in our consolidated statement of income and the portion related to the 27% noncontrolling interest is removed in net income attributable to noncontrolling interests.

Legal and Regulatory Matters

In the normal course of business both in the United States and abroad, the Company and its subsidiaries are defendants in a number of legal proceedings and are often subjected to government and regulatory proceedings, investigations and inquiries.

A class action lawsuit was filed in Australia on August 7, 2020 against the Company and a subsidiary of the Company. The lawsuit relates to alleged investment losses in collateralized debt obligations rated by Ratings prior to the financial crisis between 2005 and 2007. We can provide no assurance that we will not be obligated to pay significant amounts in order to resolve the lawsuit on terms deemed acceptable.

From time to time, the Company receives customer complaints. The Company believes it has strong contractual protections in the terms and conditions included in its arrangements with customers. Nonetheless, in the interest of managing customer relationships, the Company from time to time engages in dialogue with such customers in an effort to resolve such complaints, and if such complaints cannot be resolved through dialogue, may face litigation regarding such complaints. The Company does not expect to incur material losses as a result of these matters.

Moreover, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and regulations, including those related to our regulated products and services, antitrust matters and other matters, such as ESG. For example, as a nationally recognized statistical rating organization registered with the SEC under Section 15E of the Exchange Act, S&P Global Ratings is in ongoing communication with the staff of the SEC regarding compliance with its extensive obligations under the federal securities laws. Although S&P Global seeks to promptly address any compliance issues that it detects or that the staff of the SEC or another regulator raises, there can be no assurance that the SEC or another regulator will not seek remedies against S&P Global for one or more compliance deficiencies. Any of these proceedings, investigations or inquiries could ultimately result in adverse judgments, damages, fines, penalties or activity restrictions, which could adversely impact our consolidated financial condition, cash flows, business or competitive position.

In view of the uncertainty inherent in litigation and government and regulatory enforcement matters, we cannot predict the eventual outcome of such matters or the timing of their resolution, or in most cases reasonably estimate what the eventual judgments, damages, fines, penalties or impact of activity (if any) restrictions may be. As a result, we cannot provide assurance that such outcomes will not have a material adverse effect on our consolidated financial condition, cash flows, business or competitive position. As litigation or the process to resolve pending matters progresses, as the case may be, we will continue to review the latest information available and assess our ability to predict the outcome of such matters and the effects, if any, on our consolidated financial condition, cash flows, business or competitive position, which may require that we record liabilities in the consolidated financial statements in future periods.

13. Recently Issued or Adopted Accounting Standards

In November of 2025, the Financial Accounting Standards Board (“FASB”) issued accounting guidance to more closely align hedge accounting with the economics of an entity's risk management activities. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, and early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements.

In September of 2025, the FASB issued accounting guidance that clarifies the guidance on which contracts are subject to derivative accounting and guidance on accounting for share based payments on contracts with customers. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, and early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements.

In September of 2025, the FASB issued accounting guidance which removes references to prescriptive software development stages and includes an updated framework for capitalizing internal software costs. This guidance is effective for annual
25


reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, and early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements.

In July of 2025, the FASB issued accounting guidance that provides an optional practical expedient for estimating future credit losses based on current conditions as of the balance sheet date and assuming those conditions do not change over the remaining life of the accounts receivable. The guidance was effective on January 1, 2026, and the adoption of this guidance did not have an impact on our consolidated financial statements.

In May of 2025, the FASB issued accounting guidance to improve the requirements for identifying the accounting acquirer in ASC 805, Business Combinations. The amendments in this update revise current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a VIE that meets the definition of a business. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, and early adoption is permitted as of the beginning of an interim or annual reporting period. This guidance is required to be applied prospectively to any acquisition transaction that occurs after the initial application date. We do not expect this guidance to have a significant impact on our consolidated financial statements.

In November of 2024, the FASB issued accounting guidance which requires that an entity disclose, in the notes to financial statements, additional information about specific expense categories. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. We are currently evaluating the impact of this guidance on the Company’s disclosures.

26



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Unaudited)

The following Management’s Discussion and Analysis (“MD&A”) provides a narrative of the results of operations and financial condition of S&P Global Inc. (together with its consolidated subsidiaries, “S&P Global,” the “Company,” “we,” “us” or “our”) for the three months ended March 31, 2026. The MD&A should be read in conjunction with the consolidated financial statements, accompanying notes and MD&A included in our Form 10-K for the year ended December 31, 2025 (our “Form 10-K”), which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The MD&A includes the following sections:
Overview
Results of Operations — Comparing the Three Months Ended March 31, 2026 and 2025
Liquidity and Capital Resources
Reconciliation of Non-GAAP Financial Information
Critical Accounting Estimates
Recently Issued or Adopted Accounting Standards
Forward-Looking Statements
27



OVERVIEW
We are a global, diversified, and highly differentiated provider of benchmarks, analytics and workflow solutions in the global capital, energy and commodity, and automotive markets. The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; the energy and commodity markets include producers, consumers, traders and intermediaries within energy, chemicals, shipping, metals, carbon and agriculture; and the automotive markets include manufacturers, suppliers, dealerships, service shops and customers.

Our operations consist of five reportable segments: S&P Global Market Intelligence (“Market Intelligence”), S&P Global Ratings (“Ratings”), S&P Global Energy (“Energy”), S&P Global Mobility (“Mobility”) and S&P Dow Jones Indices (“Indices”).
Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions.
Ratings is an independent provider of credit ratings, research, and analytics.
Energy is a leading independent provider of information and benchmark prices for the energy and commodity markets.
Mobility is a leading provider of solutions serving the full automotive value chain including vehicle manufacturers (Original Equipment Manufacturers or OEMs), automotive suppliers, mobility service providers, retailers, consumers, and finance and insurance companies.
Indices is a global index provider maintaining a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors.
On April 29, 2025, we announced that our Board of Directors decided to pursue a full separation of our Mobility segment, creating a new publicly traded company. The name of the new publicly traded company, Mobility Global Inc., will be effective on day one of the separation. The transaction, which would be implemented through the spin-off of shares of the new company to S&P Global shareholders, is expected to be tax-free for U.S. federal income tax purposes for S&P Global shareholders and is expected to be completed mid-2026, subject to the satisfaction of customary legal and regulatory requirements and approvals.
Key results for the three months ended March 31 are as follows:
(in millions, except per share amounts)20262025
% Change 1
Revenue$4,171 $3,777 10%
Operating profit 2
$2,002 $1,578 27%
Operating margin %48 %42 %
Diluted earnings per share from net income$4.69 $3.54 32%
1     % changes in the tables throughout the MD&A are calculated off of the actual number, not the rounded number presented.
2 2026 includes gain on dispositions of $175 million, disposition-related costs of $40 million, acquisition-related costs of $11 million, lease impairments of $5 million and employee-related costs of $2 million. 2025 includes employee severance charges of $33 million, Executive Leadership Team transition costs of $12 million, acquisition-related costs of $9 million, a lease impairment of $6 million and disposition-related costs of $1 million. 2026 and 2025 also include amortization of intangibles from acquisitions of $276 million and $281 million, respectively.

Revenue increased 10% driven by increases at all of our reportable segments. The increase at Ratings was driven by both transaction and non-transaction revenue. Transaction revenue increased due to higher corporate bond ratings revenue primarily driven by strong investment grade issuance, partially offset by lower bank loan ratings revenue. Non-transaction revenue increased primarily due to an increase in surveillance revenue and an increase in revenue at our Crisil subsidiary. Excluding the impact of recent acquisitions and a disposition, the increase at Market Intelligence was primarily due to growth for Lending Solutions in Enterprise Solutions, subscription revenue growth in Data, Analytics & Insights, and growth in RatingsXpress® and RatingsDirect®. An increase in recurring variable revenue due increased volumes also contributed to revenue growth at Market Intelligence. The increase at Indices was primarily due to an increase in asset linked fees revenue driven by higher levels of assets under management for ETFs and mutual funds, higher exchange-traded derivative revenue and higher data subscription revenue. The increase at Energy was primarily due to increased attendance at CERAWeek in 2026, continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts and an increase in sales usage-based royalties revenue. The increase at Mobility was primarily due to continued new business
28



growth within the Dealer business, solid underwriting volumes within the Financial business and the favorable impact of improved contract terms. Foreign exchange rates had a favorable impact of less than 1 percentage point.

Operating profit increased 27%. Excluding the impact of a gain on dispositions in 2026 of 14 percentage points, employee severance charges in 2025 of 3 percentage points and ELT transition costs in 2025 of 1 percentage point, partially offset by higher disposition related costs in 2026 of 3 percentage points, operating profit increased 12%. The increase was primarily due to revenue growth, partially offset by higher compensation costs driven by annual merit increases and additional headcount, and investments in strategic initiatives. Foreign exchange rates had an favorable impact of 2 percentage points.

Our Strategy

We are a global, diversified, and highly differentiated provider of benchmarks, data, analytics and workflow solutions in the global capital, energy and commodity, and automotive markets. Our mission is Advancing Essential Intelligence.

Our industry-leading benchmarks, differentiated data, and solutions provide a unique value proposition that provide customers with the ability to make more confident decisions and stay a step ahead. Our strategy focuses on three key objectives: to Advance market leadership, Expand high-growth adjacencies, and Amplify enterprise capabilities and integration of AI. In 2026, we are focused on delivering on these key strategic priorities.

Advance Market Leadership

Delivering market-leading value proposition through best-in-class products, including world-class benchmarks and highly differentiated data, that are transforming the user experience, accelerating innovation, and optimizing go-to-market to enhance client retention and growth; and

Expanding trusted, enduring client relationships through differentiated products and best-in-class client experiences that meet clients’ evolving needs.

Expand High-Growth Adjacencies

Accelerating in high-growth adjacencies such as private markets, energy expansion, supply chain intelligence, wealth, and decentralized finance, alongside leading-edge AI and technology, such as blockchain and quantum computing.

Amplify Enterprise Capabilities and AI

Enabling growth, innovation, and operating leverage through our integrated operating model that removes siloes across enterprise data, enterprise technology, and client coverage teams.

Driving cutting-edge innovation, in line with client expectations, by integrating and scaling new technology and AI into our products and our operations, and leveraging strategic collaborations and new potential commercial models;

Enhancing our data estate by continuing to add differentiated data sets at scale, thereby enabling new revenue, efficiency, and time-to-market;

Leveraging technology, process and skills innovation to empower our people, enhance productivity, and deliver enterprise impact via a people-forward culture, skills focus, people + AI process redesign, and aligned incentives; and

Continually improving our ongoing commitment to risk management.

We believe that delivering on our key strategic priorities will create shareholder value through long-term profitable growth and we expect to continue to deliver targeted capital return to shareholders.

There can be no assurance that we will achieve success in implementing any one or more of these strategies as a variety of factors could unfavorably impact operating results, including prolonged difficulties in the global credit markets and a change in the regulatory environment affecting our businesses. See Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K.
29


RESULTS OF OPERATIONS — COMPARING THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Consolidated Review
(in millions)20262025% Change
Revenue$4,171 $3,777 10%
Total Expenses:
Operating-related expenses 1,235 1,153 7%
Selling and general expenses802 764 5%
Depreciation and amortization307 293 5%
Total expenses2,344 2,210 6%
Gain on dispositions(175)— N/M
Equity in income on unconsolidated subsidiaries — (11)N/M
Operating profit2,002 1,578 27%
Other (income) expense, net(2)N/M
Interest expense, net96 78 24%
Provision for taxes on income404 325 24%
Net income1,504 1,171 28%
Less: net income attributable to noncontrolling interests(109)(81)(34)%
Net income attributable to S&P Global Inc.$1,395 $1,090 28%
N/M – Represents a change equal to or in excess of 100% or not meaningful

30



Revenue
The following table provides consolidated revenue information for the three months ended March 31:
(in millions)20262025% Change
Revenue$4,171 $3,777 10%
Subscription revenue2,014 1,898 6%
Non-subscription / transaction revenue978 850 15%
Non-transaction revenue538 481 12%
Asset-linked fees339 288 18%
Sales usage-based royalties133 110 20%
Recurring variable169 150 12%
% of total revenue:
     Subscription revenue48 %50 %
     Non-subscription / transaction revenue24 %22 %
     Non-transaction revenue13 %13 %
     Asset-linked fees%%
     Sales usage-based royalties%%
     Recurring variable%%
U.S. revenue$2,625 $2,342 12%
International revenue:
     European region895 849 6%
     Asia430 382 12%
     Rest of the world221 204 8%
Total international revenue$1,546 $1,435 8%
% of total revenue:
     U.S. revenue63 %62 %
     International revenue37 %38 %
333 339

Revenue increased 10% as compared to the three months ended March 31, 2025. Subscription revenue increased in 2026 primarily due to growth in Data, Analytics & Insights, growth for Lending Solutions in Enterprise Solutions and growth in
31


RatingsXpress® and RatingsDirect® and the impact of recent acquisitions at Market Intelligence; new business growth within the Dealer business, solid underwriting volumes and market share growth within the Financial business and the favorable impact of improved contract terms at Mobility; continued demand for Energy market data and market insights products; and higher data subscription revenue at Indices. Non-subscription / transaction revenue increased primarily due to higher corporate bond ratings revenue, partially offset by lower bank loan ratings revenue at Ratings, and an increase in conference revenue at Energy. Non-transaction revenue increased primarily due to an increase in surveillance revenue and an increase in revenue at our Crisil subsidiary at Ratings. Asset linked fees increased at Indices primarily due to higher levels of assets under management for ETFs and mutual funds. The increase in sales-usage based royalties was driven by higher exchange-traded derivative revenue at Indices and the licensing of our proprietary market data to commodity exchanges at Energy. Recurring variable revenue at Market Intelligence increased due to increased volumes. See “Segment Review” below for further information.
The favorable impact of foreign exchange rates increased revenue by less than 1 percentage point. This impact refers to constant currency comparisons estimated by recalculating current year results of foreign operations using the average exchange rate from the prior year.
Total Expenses
The following tables provide an analysis by segment of our operating-related expenses and selling and general expenses for the
periods ended March 31:
(in millions)20262025% Change
Operating-
related expenses
Selling and
general expenses
Operating-
related expenses
Selling and
general expenses
Operating-
related expenses
Selling and
general expenses
Market Intelligence 1
$559 $302 $523 $298 7%1%
Ratings 2
284 127 260 125 9%2%
Energy 3
216 115 208 114 4%1%
Mobility 4
140 140 131 123 7%13%
Indices 5
73 63 63 56 16%12%
Intersegment eliminations 6
(52)— (48)— (7)%N/M
Total segments1,220 747 1,137 716 7%4%
Corporate Unallocated expense 7
15 55 16 48 (5)%14%
Total$1,235 $802 $1,153 $764 7%5%
N/M – Represents a change equal to or in excess of 100% or not meaningful
1 In 2026, selling and general expenses include acquisition-related costs of $9 million and disposition-related costs of $3 million. In 2025, selling and general expenses include employee severance charges of $14 million, acquisition-related costs of $7 million, Executive Leadership Team transition costs of $4 million and disposition-related costs of $1 million.
2 In 2025, selling and general expenses include employee severance charges of $2 million.
3 In 2026, selling and general expenses include disposition-related costs of $1 million and acquisition-related costs of $1 million. In 2025, selling and general expenses include employee severance charges of $6 million.
4     In 2026, selling and general expenses include disposition-related costs of $13 million.
5     In 2026, selling and general expenses include employee-related costs of $1 million and acquisition-related costs of $1 million.
6     Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
7 In 2026, selling and general expenses include disposition-related costs of $23 million and lease impairments of $5 million. In 2025, selling and general expenses include employee severance charges of $10 million, Executive Leadership Team transition costs of $8 million, a lease impairment of $6 million and acquisition-related costs of $2 million.
Operating-Related Expenses

Operating-related expenses increased 7% primarily driven by higher compensation costs driven by annual merit increases and additional headcount partially associated with recent acquisitions at Market Intelligence.

Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
32




Selling and General Expenses

Selling and general expenses increased 5%. Selling and general expenses increased 6% excluding the impact in 2026 of higher disposition-related costs of 9 percentage points, partially offset by employee severance charges in 2025 of 8 percentage points and ELT transition costs in 2025 of 2 percentage points. The increase was primarily driven by higher compensation costs driven by annual merit increases and additional headcount partially associated with recent acquisitions at Market Intelligence, and an increase in strategic initiatives.

Depreciation and Amortization

Depreciation and amortization increased $14 million to $307 million in 2026 compared to 2025 primarily due to higher intangible asset amortization driven by recent acquisitions at Market Intelligence and higher depreciation due to new asset purchases, partially offset by assets being fully amortized.

Gain on Dispositions

During the three months ended March 31, 2026, we recorded a pre-tax gain of $175 million related to the following dispositions, which was included in Gain on dispositions in the consolidated statement of income:

On January 12, 2026, we completed the sale of the Enterprise Data Management and thinkFolio businesses within our Market Intelligence segment to Symphony Technology Group (“STG”), a private equity firm focused on building and scaling market-leading software, data and analytics companies. During the three months ended March 31, 2026, we recorded a pre-tax gain of $172 million ($168 million after-tax) in Gain on dispositions in the consolidated statement of income related to the sale of the Enterprise Data Management and thinkFolio businesses within our Market Intelligence segment.

In March of 2026, we recorded a pre-tax gain of $3 million ($3 million after-tax) in Gain on dispositions in the consolidated statement of income related to the sale of OSTTRA in October of 2025.

Operating Profit

We consider operating profit to be an important measure for evaluating our operating performance and we evaluate operating profit for each of the reportable business segments in which we operate.
We internally manage our operations by reference to operating profit with economic resources allocated primarily based on each segment’s contribution to operating profit. Segment operating profit is defined as operating profit before Corporate Unallocated expense and Equity in Income on Unconsolidated Subsidiaries.
The tables below reconcile segment operating profit to total operating profit for the three months ended March 31:
(in millions)20262025% Change
Market Intelligence 1
$440 $220 N/M
Ratings 2
881 757 16%
Energy 3
287 255 12%
Mobility 4
93 86 9%
Indices 5
372 315 18%
Total segment operating profit2,073 1,633 27%
Corporate Unallocated expense 6
(71)(66)(8)%
Equity in income on unconsolidated subsidiaries 7
— 11 N/M
Total operating profit$2,002 $1,578 27%
N/M – Represents a change equal to or in excess of 100% or not meaningful
1     2026 includes gain on disposition of $172 million, acquisition-related costs of $9 million and disposition-related costs of $3 million. 2025 includes employee severance charges of $14 million, acquisition-related costs of $7 million, Executive Leadership Team transition costs of $4 million and disposition-related costs of $1 million. 2026 and 2025 include amortization of intangibles from acquisitions of $156 million and $148 million, respectively.
33


2    2025 includes employee severance charges of $2 million. 2026 and 2025 include amortization of intangibles from acquisitions of $1 million and $2 million, respectively.
3 2026 includes disposition-related costs of $1 million and acquisition-related costs of $1 million. 2025 includes employee severance charges of $6 million. 2026 and 2025 include amortization of intangibles from acquisitions of $32 million and $33 million, respectively.
4    2026 includes disposition-related costs of $13 million. 2026 and 2025 include amortization of intangibles from acquisitions of $76 million.
5    2026 includes employee-related costs of $1 million and acquisition-related costs of $1 million. 2026 and 2025 include amortization of intangibles from acquisitions of $10 million and $9 million, respectively.
6    2026 includes disposition-related costs of $23 million, lease impairments of $5 million and gain on disposition of $3 million. 2025 includes employee severance charges of $10 million, Executive Leadership Team transition costs of $8 million, a lease impairment of $6 million and acquisition-related costs of $2 million. 2026 include amortization of intangibles from acquisitions of $1 million.
7    2025 include amortization of intangibles from acquisitions of $13 million.

Segment Operating Profit — Segment operating profit increased 27% as compared to 2025. Excluding the impact of a gain on dispositions in 2026 of 13 percentage points and employee severance charges in 2025 of 2 percentage points, partially offset by higher disposition-related costs in 2026 of 1 percentage point and higher amortization of intangibles from acquisitions in 2026 of 1 percentage point, operating profit increased 14% primarily due to revenue growth, partially offset by higher compensation costs driven by annual merit increases and additional headcount, and investments in strategic initiatives. See “Segment Review” below for further information.
Corporate Unallocated Expense — Corporate Unallocated expense includes costs for corporate functions, select initiatives, unoccupied office space and Kensho, included in selling and general expenses. Corporate Unallocated expense increased 8% compared to 2025. Excluding the impact of employee severance charges in 2025 of 74 percentage points, Executive Leadership Team transition costs in 2025 of 56 percentage points, a gain on disposition in 2026 of 19 percentage points, higher acquisition-related costs in 2025 of 14 percentage points and higher lease impairments in 2025 of 8 percentage points, partially offset by higher disposition-related costs in 2026 of 160 percentage points and higher amortization of intangibles from acquisitions in 2026 of 2 percentage points, Corporate Unallocated expense increased 17% primarily due to higher conference expenses and professional fees.

Equity in Income on Unconsolidated Subsidiaries — On October 10, 2025, the Company and CME Group completed the sale of OSTTRA, an investment in a 50/50 joint venture arrangement with shared control with CME Group that combined each company’s post-trade services into a joint venture. Equity in Income on Unconsolidated Subsidiaries was $11 million for the three months ended March 31, 2025.

Foreign exchange rates had a favorable impact on operating profit of 2 percentage points. This impact refers to currency comparisons and the remeasurement of monetary assets and liabilities. Currency impacts are estimated by re-calculating current year results of foreign operations using the average exchange rate from the prior year. Remeasurement impacts are based on the variance between current-year and prior-year foreign exchange rate fluctuations on assets and liabilities denominated in currencies other than the individual business’s functional currency.

Other (Income) Expense, net

Other (income) expense, net includes gains and losses on our mark-to-market investments and the net periodic benefit cost for our retirement and post retirement plans. Other income, net was $2 million for the three months ended March 31, 2026 compared to other expense, net of $4 million for the three months ended March 31, 2025 due to higher losses on our mark-to-market investments in 2025.

Interest Expense, net

Interest expense, net increased compared to the three months ended March 31, 2025 primarily due to an increase in interest expense related to the issuance of our senior notes in December of 2025 and increased expense related to commercial paper borrowings in 2026 to partially finance the Company's ASR agreement entered into in February of 2026 and short-term working capital requirements.

34



Provision for Income Taxes

The effective income tax rate was 21.2% and 21.7% for the three months ended March 31, 2026 and March 31, 2025, respectively. The lower rate for the three months ended March 31, 2026 was primarily due to a combination of discrete adjustments including lower tax on non-US divestitures due to local exemption.

The Organization for Economic Co-operation and Development (“OECD”) introduced an international tax framework under Pillar Two that provides for a global minimum tax of 15%, which is implemented through local legislation in participating jurisdictions. The effects of Pillar Two taxes enacted in jurisdictions in which we operate have been reflected in our results and did not have a material impact on our consolidated financial statements.

On January 5, 2026, the OECD issued administrative guidance outlining a framework under which U.S.-parented groups may be excluded from the application of the OECD’s global minimum tax rules. Each member jurisdiction will need to adopt this guidance into local law, and the timing and manner of adoption may vary. We are continuing to monitor developments related to this guidance and will evaluate the impact on our financial statements as additional information becomes available.

Segment Review

Market Intelligence
Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions. Market Intelligence’s portfolio of capabilities are designed to help trading and investment professionals, government agencies, corporations and universities track performance, generate alpha, identify investment ideas, understand competitive and industry dynamics, perform valuations and manage credit risk.
On January 12, 2026, we completed the sale of the Enterprise Data Management and thinkFolio businesses within our Market Intelligence segment to Symphony Technology Group (“STG”), a private equity firm focused on building and scaling market-leading software, data and analytics companies. During the three months ended March 31, 2026, we recorded a pre-tax gain of $172 million ($168 million after-tax) in Gain on dispositions in the consolidated statement of income related to the sale of the Enterprise Data Management and thinkFolio businesses within our Market Intelligence segment.
Market Intelligence includes the following business lines:

Data, Analytics & Insights a desktop product suite that provides data, analytics and third-party research for global finance and corporate professionals, which includes the Capital IQ platforms (which are inclusive of S&P Capital IQ Pro, Capital IQ, Office and Mobile products) and a broad range of research, reference data, market data, derived analytics and valuation services covering both the public and private capital markets, delivered through flexible feed-based or API delivery mechanisms. This also includes issuer solutions for public companies, a range of products for the maritime & trade market, data and insight into Financial Institutions, the telecoms, technology and media space as well as energy transition and sustainability and supply chain data analytics;
Enterprise Solutions software and workflow solutions that help our customers manage and analyze data; identify risk; reduce costs; and meet global regulatory requirements. The portfolio includes industry leading financial technology solutions like Wall Street Office, Information Mosaic, and iLevel. Our Primary Markets Group offering delivers bookbuilding platforms across multiple assets including municipal bonds, equities and fixed income; and
Credit & Risk Solutions commercial arm that sells Ratings' credit ratings and related data and research, advanced analytics, and financial risk solutions which includes subscription-based offerings, RatingsXpress®, RatingsDirect® and Credit Analytics.
Subscription revenue at Market Intelligence is primarily derived from distribution of data, valuation services, analytics, third party research, and credit ratings-related information through both feed and web-based channels. Subscription revenue also includes software and hosted product offerings which provide maintenance and continuous access to our platforms over the contract term. Recurring variable revenue at Market Intelligence represents revenue from contracts for services that specify a fee based on, among other factors, the number of trades processed, assets under management, or the number of positions valued. Non-subscription revenue at Market Intelligence is primarily related to certain advisory, pricing conferences and events, and analytical services.

35


The following table provides revenue and segment operating profit information for the three months ended March 31:
(in millions)20262025% Change
Revenue$1,296 $1,199 8%
Subscription revenue$1,052 $993 6%
Recurring variable revenue$169 $150 12%
Non-subscription revenue$75 $56 35%
% of total revenue:
     Subscription revenue81 %83 %
     Recurring variable revenue13 %12 %
     Non-subscription revenue%%
U.S. revenue$786 $704 12%
International revenue$510 $495 3%
% of total revenue:
     U.S. revenue61 %59 %
     International revenue39 %41 %
Operating profit 1
$440 $220 N/M
Operating margin %34 %18 %
N/M – Represents a change equal to or in excess of 100% or not meaningful
1     2026 includes gain on disposition of $172 million, acquisition-related costs of $9 million and disposition-related costs of $3 million. 2025 includes employee severance charges of $14 million, acquisition-related costs of $7 million, Executive Leadership Team transition costs of $4 million and disposition-related costs of $1 million. 2026 and 2025 also include amortization of intangibles from acquisitions of $156 million and $148 million, respectively.

Revenue increased 8% and was favorably impacted by 1 percentage point from the net impact of recent acquisitions and a disposition. Excluding the impact of acquisitions and a disposition, revenue increased primarily due to growth for Lending Solutions in Enterprise Solutions, subscription revenue growth in Data, Analytics & Insights, and growth in RatingsXpress® and RatingsDirect®. An increase in recurring variable revenue due to increased volumes also contributed to revenue growth. Foreign exchange rates had a favorable impact of 1 percentage point. Revenue was favorably impacted by the acquisitions of Automatic Identification System (AIS) data services business of ORBCOMM Inc. and With Intelligence in November of 2025 and unfavorably impacted by the disposition of the Enterprise Data Management and thinkFolio businesses in January of 2026.

Operating profit increased over 100%. Excluding the impact of a gain on disposition in 2026 of 86 percentage points, employee severance charges in 2025 of 7 percentage points and ELT transition costs in 2025 of 2 percentage points, partially offset by higher amortization of intangibles from acquisitions in 2026 of 4 percentage points, higher disposition-related costs in 2026 of 1 percentage point and higher acquisition-related costs in 2026 of 1 percentage point, operating profit increased 11% primarily due to revenue growth, partially offset by expenses associated with recent acquisitions, higher compensation costs and an increase in bad debt expense. Foreign exchange rates had a favorable impact of 1 percentage point.

For a further discussion of competitive and other risks inherent in our Market Intelligence business, see Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

Ratings
Ratings is an independent provider of credit ratings, research, and analytics. Credit ratings are forward-looking opinions about an issuer's relative creditworthiness. They are one of several tools investors can use when making decisions about purchasing bonds and other fixed income investments. Our ratings express our opinion about the ability and willingness of an issuer, such as a corporation or state or city government, to meet its financial obligations in full and on time. Our credit ratings can also relate to the credit quality of an individual debt issue, such as a corporate or municipal bond, and the relative likelihood that the issue may default.

Ratings disaggregates its revenue between transaction and non-transaction. Transaction revenue primarily includes fees associated with:
36



ratings related to new issuance of corporate and government debt instruments, as well as structured finance debt instruments; and
bank loan ratings.
Non-transaction revenue primarily includes fees for surveillance of a credit rating, annual fees for customer relationship-based pricing programs, fees for entity credit ratings and global research and analytics at Crisil. Non-transaction revenue also includes an intersegment royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings. Royalty revenue was $44 million and $42 million for the three months ended March 31, 2026 and 2025, respectively.

The following table provides revenue and segment operating profit information for the three months ended March 31:
(in millions)20262025% Change
Revenue$1,302 $1,149 13%
Transaction revenue$712 $620 15%
Non-transaction revenue$590 $529 11%
% of total revenue:
     Transaction revenue
55 %54 %
     Non-transaction revenue 45 %46 %
U.S. revenue$793 $683 16%
International revenue$509 $466 9%
% of total revenue:
     U.S. revenue61 %59 %
     International revenue39 %41 %
Operating profit 1
$881 $757 16%
Operating margin %68 %66 %
12025 includes employee severance charges of $2 million. 2026 and 2025 also include amortization of intangibles from acquisitions of $1 million and $2 million, respectively.

Revenue increased 13%, with a favorable impact from foreign exchange rates of 2 percentage points. The increase in revenue was driven by both transaction and non-transaction revenue. Transaction revenue increased due to higher corporate bond ratings revenue primarily driven by strong investment grade issuance, partially offset by lower bank loan ratings revenue. Non-transaction revenue increased primarily due to an increase in surveillance revenue and an increase in revenue at our Crisil subsidiary. Transaction and non-transaction revenue also benefited from improved contract terms across product categories.

Operating profit increased 16% primarily due to revenue growth, partially offset by higher compensation costs driven by annual merit increases and additional headcount, and an increase in strategic investments. Foreign exchange rates had a favorable impact of 3 percentage points.

Billed Issuance Volumes

We monitor billed issuance volumes regularly within Ratings. Billed issuance excludes items that do not impact transaction revenue, such as issuance from frequent issuer programs, unrated debt, and most international public finance to more effectively correlate issuance activity to movements in transaction revenue.

The following table provides billed issuance levels based on Ratings’ internal data feeds for the three months ended March 31:
(in billions)20262025% Change
Investment-grade billed issuance*
$621 $440 41%
High-yield billed issuance *
$117 $113 4%
Other billed issuance **
$491 $530 (7)%
Total billed issuance$1,230 $1,083 14%
Note - Totals presented may not sum due to rounding.
37


*     Includes Corporates, Financial Services and Infrastructure.
** Includes Bank Loans, Structured Finance and Government.
First quarter billed issuance was up primarily due to increases in investment grade driven by AI-related issuance and M&A transactions. High yield increased slightly driven by M&A transactions. These increases were partially offset by a decrease in bank loans primarily due to AI-disruption concerns affecting software and tech-adjacent leveraged loans.

For a further discussion of competitive and other risks inherent in our Ratings business, see Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

Energy

Energy is a leading independent provider of information and benchmark prices for the energy and commodity markets. Energy provides essential price data, analytics, industry insights and software & services, enabling the energy and commodity markets to perform with greater transparency and efficiency.

On April 24, 2026, we entered into a definitive agreement to sell Energy’s geoscience and petroleum engineering software portfolio to SLB, a global technology company driving energy innovation across more than 100 countries. This portfolio of subsurface and engineering software, widely used by U.S. onshore and unconventional operators, includes Kingdom Software, Petra, Harmony Enterprise, Analytics Explorer, SubPUMP, Power Tools, FieldDIRECT, Piper, WellTest, and The Element Platform, together with associated business services. The assets and liabilities of Energy's geoscience and petroleum engineering software portfolio were classified as held for sale in our consolidated balance sheet as of March 31, 2026. This transaction is expected to close in the second half of 2026 or early 2027. The anticipated divestiture of Energy's geoscience and petroleum engineering software portfolio is not expected to have a material impact to our consolidated financial statements.

On March 18, 2026, we completed the acquisition of Enertel AI Corporation, a company specializing in AI and machine learning-driven short-term power price forecasting for North American electricity markets. The acquisition is part of our Energy segment. With the addition of Enertel AI Corporation, Energy now delivers real-time, AI-powered nodal price forecasts and decision tools that physical power traders, utilities and asset operators rely on to navigate the rapidly evolving grid. The acquisition of Enertel AI Corporation is not material to our consolidated financial statements.

Energy includes the following business lines:

Energy & Resources Data & Insights includes data, news, insights, and analytics for petroleum, gas, power & renewables, petrochemicals, metals & steel, agriculture, and other commodities;
Price Assessments includes price assessments and benchmarks, and forward curves;
Upstream Data & Insights — includes exploration & production data and insights, software and analytics; and
Advisory & Transactional Services includes consulting services, conferences, events and global trading services.

Energy’s revenue is generated primarily through the following sources:

Subscription revenue primarily from subscriptions to our market data and market insights (price assessments, market reports and commentary and analytics) along with other information products and software term licenses;
Sales usage-based royalties primarily from licensing our proprietary market price data and price assessments to commodity exchanges; and
Non-subscription revenue conference sponsorship, consulting engagements, events, and perpetual software licenses.
38


The following table provides revenue and segment operating profit information for the three months ended March 31: 
(in millions)20262025% Change
Revenue$652 $612 7%
Subscription revenue$506 $486 4%
Sales usage-based royalties$37 $29 27%
Non-subscription revenue$109 $97 13%
% of total revenue:
     Subscription revenue77 %79 %
     Sales usage-based royalties%%
     Non-subscription revenue17 %16 %
U.S. revenue$283 $275 3%
International revenue$369 $337 10%
% of total revenue:
     U.S. revenue43 %45 %
     International revenue57 %55 %
Operating profit 1
$287 $255 12%
Operating margin %44 %42 %
12026 includes disposition-related costs of $1 million and acquisition-related costs of $1 million. 2025 includes employee severance charges of $6 million. 2026 and 2025 also include amortization of intangibles from acquisitions of $32 million and $33 million, respectively.

Revenue increased 7% primarily due to increased attendance at CERAWeek in 2026 and continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts. An increase in sales usage-based royalties from the licensing of our proprietary market data to commodity exchanges due to increased trading volumes for Platts based contracts across all commodity sectors also contributed to revenue growth. Three of the four business lines contributed to revenue growth in the first quarter of 2026 with the Advisory & Transactional Services business being the most significant driver, followed by the Energy & Resources Data & Insights and Price Assessments businesses. The increases were offset by a decrease in the Upstream Data & Insights business which was unfavorably impacted by a one-time benefit in the first quarter of 2025. Foreign exchange rates had a favorable impact of less than 1 percentage point.

Operating profit increased 12%. Excluding the impact of higher disposition-related costs in 2026 of 1 percentage point and higher acquisition-related costs in 2026 of 1 percentage point, partially offset by higher employee severance charges in 2025 of 5 percentage points, operating profit increased 9%. The increase was primarily due to revenue growth, partially offset by higher compensation costs driven by annual merit increases and additional headcount and investment in strategic initiatives. Foreign exchange rates had an unfavorable impact of 2 percentage points.

For a further discussion of competitive and other risks inherent in our Energy business, see Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

39


Mobility
Mobility is a leading provider of solutions serving the full automotive value chain including vehicle manufacturers (Original Equipment Manufacturers or OEMs), automotive suppliers, mobility service providers, retailers, consumers, and finance and insurance companies.

Mobility includes the following business lines:

Dealer includes analytics to predict future buyers, targeted marketing, and vehicle history data to allow people to shop, buy, service and sell used cars;

Manufacturing includes insights, forecasts and advisory services spanning the entire automotive value chain, from product planning to marketing, sales and the aftermarket; and

Financial includes reports and data feeds to support lenders and insurance companies.

Mobility’s revenue is generated primarily through the following sources:

Subscription revenue Mobility’s core information products provide critical information and insights to all global OEMs, most of the world’s leading suppliers, and the majority of North American dealerships. Mobility operates across both the new and used car markets. Mobility provides data and insight on future vehicles sales and production, including detailed forecasts on technology and vehicle components; supplies car makers and dealers with market reporting products, predictive analytics and marketing automation software; and supports dealers with vehicle history reports, used car listings and service retention services. Mobility also sells a range of services to financial institutions, to support their marketing, insurance underwriting and claims management activities; and
Non-subscription revenue transactional sales of data that are non-cyclical in nature – and that are usually tied to underlying business metrics such as OEM marketing spend or safety recall activity – as well as consulting and advisory services.
The following table provides revenue and segment operating profit information for the three months ended March 31: 
(in millions)20262025% Change
Revenue$454 $420 8%
Subscription revenue$372 $343 8%
Non-subscription revenue$82 $77 7%
% of total revenue:
     Subscription revenue82 %82 %
     Non-subscription revenue18 %18 %
U.S. revenue$376 $350 7%
International revenue$78 $70 12%
% of total revenue:
     U.S. revenue83 %83 %
     International revenue17 %17 %
Operating profit 1
$93 $86 9%
Operating margin %21 %20 %

1 2026 includes disposition-related costs of $13 million. 2026 and 2025 include amortization of intangibles from acquisitions of $76 million.

40


Revenue increased 8% primarily driven by continued new business growth within the Dealer business and solid underwriting volumes within the Financial business. Additionally, the Dealer and Financial businesses were favorably impacted by improved contract terms. Growth in the Manufacturing business reflects early signs of recovery in discretionary spending, with an uptick in transaction activity, though lower recall volumes continue to weigh on performance. Foreign exchange rates had a favorable impact of 1 percentage point.

Operating profit increased 9%. Excluding the impact of disposition-related costs in 2026 of 3 percentage points, operating profit increased 12%. The increase was primarily driven by revenue growth, partially offset by higher advertising and promotion costs. Foreign exchange rates had a favorable impact of 6 percentage points.

For a further discussion of competitive and other risks inherent in our Mobility business, see Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

Indices
Indices is a global index provider maintaining a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors. Indices’ mission is to provide transparent benchmarks to help with decision making, collaborate with the financial community to create innovative products, and provide investors with tools to monitor world markets.

Indices derives revenue from asset-linked fees when investors direct funds into its proprietary designed or owned indexes, sales usage-based royalties of its indices, as well as data subscription arrangements. Specifically, Indices generates revenue from the following sources:
Investment vehicles asset-linked fees such as ETFs and mutual funds, that are based on the S&P Dow Jones Indices’ benchmarks that generate revenue through fees based on assets and underlying funds;
Exchange traded derivatives generate sales usage-based royalties based on trading volumes of derivatives contracts listed on various exchanges;
Index-related licensing fees fixed or variable annual and per-issue asset-linked fees for over-the-counter derivatives and retail-structured products; and
Data and customized index subscription fees fees from supporting index fund management, portfolio analytics and research.

41


The following table provides revenue and segment operating profit information for the three months ended March 31: 
(in millions)20262025% Change
Revenue$519 $445 17%
Asset-linked fees$339 $288 18%
Subscription revenue$84 $76 12%
Sales usage-based royalties$96 $81 18%
% of total revenue:
     Asset-linked fees66 %65 %
     Subscription revenue16 %17 %
     Sales usage-based royalties18 %18 %
U.S. revenue$415 $361 15%
International revenue$104 $84 24%
% of total revenue:
     U.S. revenue80 %81 %
     International revenue20 %19 %
Operating profit 1
$372 $315 18%
Less: net operating profit attributable to noncontrolling interests100 77 
Net operating profit$272 $238 14%
Operating margin %72 %71 %
Net operating margin %52 %53 %

1 2026 includes employee-related costs of $1 million and acquisition-related costs of $1 million. 2026 and 2025 also include amortization of intangibles from acquisitions of $10 million and $9 million, respectively.

Revenue at Indices increased 17% primarily due to an increase in asset linked fees revenue driven by higher levels of assets under management (“AUM”) for ETFs and mutual funds, higher exchange-traded derivative revenue and higher data subscription revenue. Ending AUM for ETFs increased 25% to $5.385 trillion compared to March 31, 2025 and average levels of AUM for ETFs increased 25% to $5.574 trillion compared to the three months ended March 31, 2025. Ending AUM for ETFs decreased 2% compared to the fourth quarter of 2025 driven by the impact of market depreciation in the first quarter of 2026. Foreign exchange rates had a favorable impact of 1 percentage point.

Operating profit increased 18% primarily due to revenue growth, partially offset by an increase in strategic investments and higher compensation costs driven by annual merit increases. Foreign exchange rates had a favorable impact of less than 1 percentage point.

For a further discussion of competitive and other risks inherent in our Indices business, see Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

LIQUIDITY AND CAPITAL RESOURCES

We continue to maintain a strong financial position. Our primary source of funds for operations is cash from our businesses. Cash on hand, cash flows from operations and availability under our existing credit facility are expected to be sufficient to meet any additional operating and recurring cash needs into the foreseeable future. We use our cash for a variety of needs, including but not limited to: ongoing investments in our businesses, strategic acquisitions, share repurchases, dividends, repayment of debt, capital expenditures and investment in our infrastructure.

42


Cash Flow Overview

Cash, cash equivalents, and restricted cash were $1,810 million as of March 31, 2026, an increase of $65 million from December 31, 2025.

The following table provides cash flow information for the three months ended March 31:
(in millions)20262025% Change
Net cash provided by (used for):
Operating activities$1,037 $953 9%
Investing activities$291 $(79)N/M
Financing activities$(1,237)$(1,103)12%
N/M – Represents a change equal to or in excess of 100% or not meaningful

In the first three months of 2026, free cash flow increased $103 million to $919 million compared to $816 million in the first three months of 2025. The increase is primarily due to an increase in operating activities as discussed below. Free cash flow is a non-GAAP financial measure and reflects our cash flow provided by operating activities less capital expenditures and distributions to noncontrolling interest holders. Capital expenditures include purchases of property and equipment and additions to technology projects. See “Reconciliation of Non-GAAP Financial Information” below for a reconciliation of cash flow provided by operating activities, the most directly comparable U.S. GAAP financial measure, to free cash flow.

Operating activities

Cash provided by operating activities increased $84 million to $1,037 million for the first three months of 2026 compared to 2025. This is primarily attributable to higher operating results, stronger cash collections and lower tax payments in 2026.

The Organization for Economic Co-operation and Development (“OECD”) introduced an international tax framework under Pillar Two that provides for a global minimum tax of 15%, which is implemented through local legislation in participating jurisdictions. The effects of Pillar Two taxes enacted in jurisdictions in which we operate have been reflected in our results and did not have a material impact on our consolidated financial statements.

On January 5, 2026, the OECD issued administrative guidance outlining a framework under which U.S.-parented groups may be excluded from the application of the OECD’s global minimum tax rules. Each member jurisdiction will need to adopt this guidance into local law, and the timing and manner of adoption may vary. We are continuing to monitor developments related to this guidance and will evaluate the impact on our financial statements as additional information becomes available.

Investing activities

Our cash outflows from investing activities are primarily for acquisitions and capital expenditures, while cash inflows are primarily proceeds from dispositions.

Cash provided by investing activities was $291 million for the first three months of 2026 compared to cash used for investing activities of $79 million in the first three months of 2025, primarily due to proceeds from the disposition of the Enterprise Data Management and thinkFolio businesses within our Market Intelligence segment in 2026.

Financing activities

Our cash outflows from financing activities consist primarily of share repurchases, dividends to shareholders and repayments of short-term and long-term debt, while cash inflows are primarily attributable to the borrowing of short-term and long-term debt.

Cash used for financing activities increased $134 million to $1,237 million for the first three months of 2026. The increase is primarily attributable to an increase in cash used for share repurchases in 2026, partially offset by proceeds received from commercial paper borrowings in 2026.

During the three months ended March 31, 2026, we purchased a total of 2.3 million shares for $1 billion of cash. During the three months ended March 31, 2025, we purchased a total of 1.0 million shares for $650 million of cash. See Note 8 Equity to the consolidated financial statements of this Form 10-Q for further discussion.

43



Additional Financing

We have the ability to borrow a total of $2.0 billion through our commercial paper program, which is supported by our $2.0 billion five-year credit agreement (our “credit facility”) that will terminate on December 17, 2029. As of March 31, 2026, and December 31, 2025, we had $951 million and $715 million of outstanding commercial paper, respectively.

Commitment fees for the unutilized commitments under the credit facility and applicable margins for borrowings thereunder are linked to the Company achieving three environmental sustainability performance indicators related to emissions, tested annually. For the three months ended March 31, 2026, we paid a commitment fee of 8 basis points. Our commitment fee and our drawn margin under the credit facility will be reduced by 1 basis point and 5 basis points, respectively, for the approximately year-long period beginning April 6, 2026 as a result of our emissions performance for the year ended December 31, 2025. The credit facility contains customary affirmative and negative covenants and customary events of default. The occurrence of an event of default could result in an acceleration of the obligations under the credit facility.

The only financial covenant in our credit facility is a requirement that our indebtedness to cash flow ratio, as defined in our credit facility, is not greater than 4 to 1, and this ratio has never been exceeded.

Dividends

On January 14, 2026, the Board of Directors approved a quarterly common stock dividend of $0.97 per share.

Supplemental Guarantor Financial Information

The senior notes described below were issued by S&P Global Inc. and are fully and unconditionally guaranteed by Standard & Poor's Financial Services LLC, a 100% owned subsidiary of the Company.

On December 1, 2025, S&P Global Inc. issued $600 million of 4.25% Senior Notes due 2031 and $400 million of 4.80% Senior Notes due 2035.
On August 22, 2024, S&P Global Inc. issued $746 million of 5.25% Senior Notes due 2033 that have been registered with the SEC and guaranteed by Standard & Poor’s Financial Services LLC in exchange for unregistered Senior Notes of like principal amounts and terms that were originally issued on September 12, 2023.
On March 1, 2023, S&P Global Inc. issued new Senior Notes that have been registered with the SEC and guaranteed by Standard & Poor’s Financial Services LLC in exchange for the following series of unregistered Senior Notes of like principal amount and terms:
$700 million of 4.75% Senior Notes due 2028 that were originally issued on March 2, 2022;
$921 million of 4.25% Senior Notes due 2029 that were originally issued on March 2, 2022;
$1,237 million of 2.45% Senior Notes due 2027 that were originally issued on March 18, 2022;
$1,227 million of 2.95% Sustainability-Linked Senior Notes due 2029 that were originally issued on March 18, 2022;
$1,492 million of 2.90% Senior Notes due 2032 that were originally issued on March 18, 2022;
$974 million of 3.70% Senior Notes due 2052 that were originally issued on March 18, 2022; and
$500 million of 3.90% Senior Notes due 2062 that were originally issued on March 18, 2022.
On August 13, 2020, we issued $600 million of 1.25% Senior Notes due in 2030 and $700 million of 2.3% Senior Notes due in 2060.
On November 26, 2019, we issued $500 million of 2.5% Senior Notes due in 2029 and $600 million of 3.25% Senior Notes due in 2049.
On May 17, 2018, we issued $500 million of 4.5% Senior Notes due in 2048.
On September 22, 2016, we issued $500 million of 2.95% Senior Notes due in 2027.
On November 2, 2007, we issued $400 million of 6.55% Senior Notes due 2037.

The notes above are unsecured and unsubordinated and rank equally and ratably with all of our existing and future unsecured and unsubordinated debt. The guarantees are the subsidiary guarantor’s unsecured and unsubordinated debt and rank equally and ratably with all of the subsidiary guarantor’s existing and future unsecured and unsubordinated debt.

44


The guarantees of the subsidiary guarantor may be released and discharged upon (i) a sale or other disposition (including by way of consolidation or merger) of the subsidiary guarantor or the sale or disposition of all or substantially all the assets of the subsidiary guarantor (in each case other than to the Company or a person who, prior to such sale or other disposition, is an affiliate of the Company); (ii) upon defeasance or discharge of any applicable series of the notes, as described above; or (iii) at such time as the subsidiary guarantor ceases to guarantee indebtedness for borrowed money, other than a discharge through payment thereon, under any Credit Facility of the Company, other than any such Credit Facility of the Company the guarantee of which by the subsidiary guarantor will be released concurrently with the release of the subsidiary guarantor’s guarantees of the notes.
Other subsidiaries of the Company do not guarantee the registered debt securities of either S&P Global Inc. or Standard & Poor's Financial Services LLC (the “Obligor Group”) which are referred to as the “Non-Obligor Group”.

The following tables set forth the summarized financial information of the Obligor Group on a combined basis. This summarized financial information excludes the Non-Obligor Group. Intercompany balances and transactions between members of the Obligor Group have been eliminated. This information is not intended to present the financial position or results of operations of the Obligor Group in accordance with U.S. GAAP.
Summarized results of operations for the three months ended March 31, 2026 are as follows:
(in millions)2026
Revenue$1,276 
Operating Profit 1,043 
Net Income 427 
Net income attributable to S&P Global Inc. 427 

Summarized balance sheet information as of March 31, 2026 and December 31, 2025 is as follows:
(in millions)March 31, December 31,
20262025
Current assets (excluding intercompany from Non-Obligor Group)$989 $757 
Non-current assets840 898 
Current liabilities (excluding intercompany to Non-Obligor Group)3,491 1,192 
Non-current liabilities 10,559 12,435 
Intercompany payables to Non-Obligor Group 18,592 18,077 

RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION

Free cash flow is a non-GAAP financial measure and reflects our cash flow provided by operating activities less capital expenditures and distributions to noncontrolling interest holders. Capital expenditures include purchases of property and equipment and additions to technology projects. Our cash flow provided by operating activities is the most directly comparable U.S. GAAP financial measure to free cash flow.

We believe the presentation of free cash flow allows our investors to evaluate the cash generated from our underlying operations in a manner similar to the method used by management. We use free cash flow to conduct and evaluate our business because we believe it typically presents a more conservative measure of cash flows since capital expenditures and distributions to noncontrolling interest holders are considered a necessary component of ongoing operations. Free cash flow is useful for management and investors because it allows management and investors to evaluate the cash available to us to prepay debt, make strategic acquisitions and investments and repurchase stock.

45


The presentation of free cash flow is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. Free cash flow, as we calculate it, may not be comparable to similarly titled measures employed by other companies. The following table presents a reconciliation of our cash flow provided by operating activities to free cash flow for the three months ended March 31: 

(in millions)20262025% Change
Cash provided by operating activities$1,037 $953 9%
Capital expenditures(27)(43)
Distributions to noncontrolling interest holders(91)(94)
Free cash flow$919 $816 13%

(in millions)20262025% Change
Cash provided by (used for) investing activities291 (79)N/M
Cash used for financing activities(1,237)(1,103)12%
N/M – Represents a change equal to or in excess of 100% or not meaningful

CRITICAL ACCOUNTING ESTIMATES

Our accounting policies are described in Note 1 Accounting Policies to the consolidated financial statements in our most recent Form 10-K. As discussed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our most recent Form 10-K, we consider an accounting estimate to be critical if it required assumptions to be made that were uncertain at the time the estimate was made and changes in the estimate or different estimates could have a material effect on our results of operations. These critical estimates include those related to revenue recognition, business combinations, allowance for doubtful accounts, valuation of long-lived assets, goodwill and other intangible assets, pension plans, incentive compensation and stock-based compensation, income taxes, contingencies and redeemable noncontrolling interests. We base our estimates on historical experience, current developments and on various other assumptions that we believe to be reasonable under these circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that cannot readily be determined from other sources. There can be no assurance that actual results will not differ from those estimates. Since the date of our most recent Form 10-K, there have been no material changes to our critical accounting estimates.

RECENTLY ISSUED OR ADOPTED ACCOUNTING STANDARDS

See Note 13 – Recently Issued or Adopted Accounting Standards to the consolidated financial statements of this Form 10-Q for further information.

46


FORWARD-LOOKING STATEMENTS

This report 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 report 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 Company’s business strategies and methods of generating revenue; the development and performance of the Company’s services and products; the expected impact of acquisitions and dispositions; the Company’s effective tax rates; the Company’s cost structure, dividend policy, cash flows or liquidity; and the anticipated separation of Mobility into a standalone public company.

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, energy and automotive 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;
47


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 separation of Mobility not being consummated within the anticipated time period or at all;
the ability of the separation of Mobility to qualify for tax-free treatment for U.S. federal income tax purposes;
any disruption to the Company’s business in connection with the proposed separation of Mobility;
any loss of synergies from separating the businesses of Mobility and the Company that adversely impact the results of operations of both businesses, or the companies resulting from the separation of Mobility not realizing all of the expected benefits of the separation; and
following the separation of Mobility, 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.
48


Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risk includes changes in foreign exchange rates and interest rates. We have operations in foreign countries where the functional currency is primarily the local currency. For international operations that are determined to be extensions of the parent company, the U.S. dollar is the functional currency. We typically have naturally hedged positions in most countries from a local currency perspective with offsetting assets and liabilities. As of March 31, 2026 and December 31, 2025, we have entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheet. These forward contracts are not designated as hedges and do not qualify for hedge accounting. As of March 31, 2026 and December 31, 2025, we have entered into foreign exchange forward contracts to hedge the effect of adverse fluctuations in foreign exchange rates. As of March 31, 2026 and December 31, 2025, we held cross currency swaps to hedge a portion of our net investment in certain European subsidiaries against volatility in the Euro/U.S. dollar exchange rate. We have not entered into any derivative financial instruments for speculative purposes. See Note 5 - Derivative Instruments to the consolidated financial statements of this Form 10-Q for further discussion.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed so that information required to be disclosed in our reports filed with the U.S. Securities and Exchange Commission (the “SEC”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

As of March 31, 2026, an evaluation was performed under the supervision and with the participation of management, including the CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of March 31, 2026.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

49


PART II – OTHER INFORMATION
Item 1. Legal Proceedings

See Note 12 – Commitments and Contingencies - Legal & Regulatory Matters to the consolidated financial statements of this Form 10-Q for information on our legal proceedings.

Item 1A. Risk Factors

For a discussion of our risk factors please see Item 1A, Risk Factors in our most recent Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On November 13, 2025, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2025 Repurchase Program”), which was approximately 10% of the total shares of our outstanding common stock at the time. On June 22, 2022, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2022 Repurchase Program”), which was approximately 9% of the total shares of our outstanding common stock at that time. During the first quarter of 2026, we received 3.1 million shares, which included 0.8 million shares received from our accelerated share repurchase (“ASR”) agreement that we entered into on December 4, 2025. Further discussion relating to our ASR agreements can be found in Note 8 - Equity. As of March 31, 2026, 29.6 million shares remained under the 2025 Repurchase Program and the 2022 repurchase program was complete.

Repurchased shares may be used for general corporate purposes, including the issuance of shares for stock compensation plans and to offset the dilutive effect of the exercise of employee stock options. Our 2025 Repurchase Program has no expiration date and purchases under this program may be made from time to time on the open market and in private transactions, depending on market conditions.

The following table provides information on our purchases of our outstanding common stock during the first quarter of 2026 pursuant to the 2025 Repurchase Program and 2022 Repurchase Program (column c). In addition to these purchases, the number of shares in column (a) include shares of common stock that are tendered to us to satisfy our employees’ tax withholding obligations in connection with the vesting of awards of restricted shares (we repurchase such shares based on their fair market value on the vesting date).

There were no other share repurchases during the quarter outside the repurchases noted below.
Period(a) Total Number of Shares Purchased(b) Average Price Paid per Share(c) Total Number of Shares Purchased as
Part of Publicly Announced Programs
(d) Maximum Number of Shares that may yet be Purchased Under the Programs
January 1 — January 31, 2026— $— — 32.7  million
February 1 — February 28, 2026 1
2,994,037 450.70 2,803,223 29.9  million
March 1 — March 31, 2026 2
329,983 426.72 329,479 29.6  million
Total — Quarter 1,2
3,324,020 $448.32 3,132,702 29.6  million

1 Includes 0.8 million shares received from the conclusion of our ASR agreement that we entered into on December 4, 2025 and 2.0 million shares received from the initiation of our ASR agreement that we entered into on February 12, 2026.
2 Includes 0.3 million shares received from the conclusion of our ASR agreement that we entered into on February 12, 2026.
Item 5. Other Information

IRAN THREAT REDUCTION AND SYRIA HUMAN RIGHTS ACT DISCLOSURE

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which amended the Securities Exchange Act of 1934, an issuer is required to disclose in its annual or quarterly reports, as applicable, whether, during the reporting period, it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to certain Executive Orders. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable laws and regulations.

During the first quarter of 2026, the Company engaged in limited transactions or dealings related to the purchase or sale of information and informational materials, which are generally exempt from U.S. economic sanctions, with persons that are
50


owned or controlled, or appear to be owned or controlled, by the Government of Iran or are otherwise subject to disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012. Energy provided subscribers access to proprietary data, analytics, and industry information that enable commodities markets to perform with greater transparency and efficiency. Market Intelligence sourced certain trade data from Iran via third parties. The Company will continue to monitor such activities closely. During the first quarter of 2026, the Company recorded de minimis revenue and net profit attributable to the Energy transactions and dealings described above. The Company attributes a de minimis amount of revenue and net profit to the data sourced from Iran via third parties by Market Intelligence.

RULE 10b5-1 PLAN ELECTIONS

No Rule 10b5-1 trading arrangements or “non-Rule 10b5-1 trading arrangements” (as defined by S-K Item 408(c)) were entered into or terminated by our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) during the first quarter of 2026.
51


Item 6. Exhibits
(3.1)
Amended and Restated Certificate of Incorporation of Registrant, as amended and restated on May 13, 2020, incorporated by reference from the Registrant's Form 8-K filed May 18, 2020
(3.2)
Amended and Restated By-Laws of Registrant, as amended and restated on September 27, 2023, incorporated by reference from the Registrant's Form 8-K filed October 2, 2023
(10.1)*
(10.2)*
(10.3)*
(10.4)*
(10.5)*†
(10.6)*
(15)
(31.1)
(31.2)
(32)
(101.INS)Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
(101.SCH)Inline XBRL Taxonomy Extension Schema
(101.CAL)Inline XBRL Taxonomy Extension Calculation Linkbase
(101.LAB)Inline XBRL Taxonomy Extension Label Linkbase
(101.PRE)Inline XBRL Taxonomy Extension Presentation Linkbase
(101.DEF)Inline XBRL Taxonomy Extension Definition Linkbase
(104)Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibit 101)

*These exhibits relate to management contracts or compensatory plan arrangements.
† Pursuant to Item 601(b)(2) or 601(b)(10) of Regulation S-K, as applicable, portions of the exhibit have been omitted. The Company hereby agrees to furnish an unredacted copy of the exhibit to the SEC upon request.


52


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
 
S&P Global Inc.
Registrant
Date:April 28, 2026By:/s/ Eric W. Aboaf
Eric W. Aboaf
Executive Vice President and Chief Financial Officer
Date:April 28, 2026By:/s/ Christopher F. Craig
Christopher F. Craig
Senior Vice President, Chief Accounting Officer

53

Exhibit 10.1
image_0.jpg





KEY EXECUTIVE SHORT-TERM INCENTIVE COMPENSATION PLAN
(Amended and restated effective as of January 1, 2026)



S&P Global Inc.
KEY EXECUTIVE SHORT-TERM INCENTIVE COMPENSATION PLAN

S&P Global Inc. (“SPGI”), a corporation existing under the laws of the State of New York, has established and adopted the Key Executive Short-Term Incentive Compensation Plan (the Plan”) to provide annual incentive awards to key employees of the Company. The Plan is amended and restated effective as of January 1, 2026.

1.PURPOSES OF THE PLAN

The purposes of the Plan are to provide the opportunity for incentives and financial rewards to key employees of the Company designated by the Committee, who, because of the extent of their responsibilities, can make significant contributions to the Company’s performance by their ability, industry, loyalty, leadership and individual achievement.
Providing recognition and financial rewards to such individuals based on the performance of the Company and their contributions will advance the interests of SPGI and its shareholders and will assist the Company in attracting and retaining management of the highest caliber and ability.

2.DEFINITIONS

2.1Award means the right granted to a Participant for a Year to be eligible to receive an Award Payment from the Pool in which the Participant is participating for such Year based on the attainment of the Performance Objectives for the Pool, the attainment of the Participant’s Individual Performance Criteria and such other subjective or objective factors as the Committee may determine.

2.2Award Payment” means the amount paid to a Participant for a given Year in respect of an Award. A Participant’s Award Payment shall equal the sum of the Participant’s Individual Achievement Amount and Individual Performance Amount.

2.3Beneficiary” shall mean a Participant’s beneficiary designated on a beneficiary designation form approved by and provided to the Company or, if no such designation is made, the Participant’s estate.

2.4Board means the Board of Directors of SPGI.

2.5Cause” shall have the meaning set forth in the Equity Plan; provided, however, that in no event shall unsatisfactory job performance alone be deemed to be Cause; and provided further, that no termination of employment that is carried out at the request of a person seeking to accomplish a Change in Control or otherwise in anticipation of a Change in Control shall be deemed to be for Cause.






2.6Change in Control shall have the meaning set forth in the Equity Plan.

2.7Change-in-Control Award Payment” means the pro rata portion, based on the portion of the Year elapsed at the Change-in-Control Effective Date, of the average of, for each of the preceding three Years, the Participant’s Award Payment or, for any such Year in which the Participant did not participate in the Plan, the actual amount paid to the Participant under any other short-term incentive plan of the Company. For purposes of determining a Participant’s Change-in-Control Award Payment, if the Participant did not participate in a short-term incentive plan of the Company during one or more of the preceding three Years, such average shall be deemed to be equal to the Participant’s Award Payment (or other short-term incentive award payment) or the average of the Participant’s Award Payments (or other payments), as applicable, for such Year or Years in which the Participant participated in the Plan (or other
short-term incentive award plan). If any such Award Payment (or other short-term incentive award payment) was reduced because the Participant commenced employment with the Company after the start of the applicable Year, then the amount of such Award Payment (or other payment) shall be annualized for purposes of determining such average. If the Participant did not participate in a short-term incentive plan of the Company during the preceding three Years, then the Participant’s Change-in-Control Award Payment shall be equal to the pro rata portion of the Participant’s Individual Bonus Target for such Year.

2.8Change-in-Control Effective Date has the meaning set forth in Section 4.7(a)
below.

2.9Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Code shall include any successor provision thereto.

2.10Committee” means the Compensation and Leadership Development Committee of the Board. If at any time no Committee shall be in office, then, subject to satisfying the listing requirements of the New York Stock Exchange, the functions of the Committee specified in the Plan shall be exercised by the Board or by a committee of Board members. As used in the Plan, where applicable, the term “Committee” also shall mean one or more officers or employees, or committees thereof, to which the Committee has delegated the authority to take actions on its behalf pursuant to Section 3.2(c) below.

2.11Company means SPGI and all domestic and foreign corporations, partnerships and other legal entities of which at least 20% of the voting securities or ownership interests of such entities are owned directly or indirectly by SPGI.

2.12Disability means disability as defined under the Company’s long-term disability plan in effect for the Participant at the time the Participant becomes disabled, or if no such plan applies, that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in



death or which has lasted, or can be expected to last, for a continuous period of not less than 12 months.

2.13Early Retirement” means the voluntary termination of employment with the Company by a Participant who is eligible for an “Early Retirement Benefit” under the Employee Retirement Plan of S&P Global Inc. and its Subsidiaries (the ERP”) (frozen to new participants effective as of April 1, 2012, and as amended and restated as of January 1, 2022) on or after attaining age 55, but before attaining age 65, after having completed at least 10 years of service with the Company. For the avoidance of doubt, Early Retirement, as defined herein, only applies to grandfathered participants located within the United States who were eligible to participate in the ERP before the ERP was frozen.

2.14Equity Plan means the S&P Global Inc. 2019 Stock Incentive Plan (or any successor plan thereto).

2.15Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Exchange Act shall include any successor provision thereto.

2.16Individual Achievement Amount” means the portion of a Participant’s Award Payment for a Year that is determined in accordance with Section 4.3 based on the attainment of the Performance Objectives for the Pool applicable to the Participant’s Award.

2.17Individual Bonus Target means the target bonus established for each Participant for the applicable Year.

2.18Individual Performance Amount means the portion, if any, of a Participant’s Award Payment for a Year that is determined in accordance with Section 4.3 based on the attainment of the applicable Individual Performance Criteria.

2.19Individual Performance Criteria” means financial or non-financial performance criteria (which may include the Performance Objectives for the Pool applicable to the Participant’s Award) to be achieved during a Year and upon which the amount of the Participant’s Individual Performance Amount shall be based. Individual Performance Criteria may include objective and subjective determinations of individual performance for a Year (which may include the results of a Participant’s individual performance evaluation by the Company for the Year).

2.20Normal Retirement” means the voluntary termination of a Participant’s employment with the Company on or after age 65 or, where required by local law or contract, the equivalent normal retirement age with respect to a participant located outside the United States.

2.21Participant has the meaning set forth in Section 3.1 below.




2.22Performance Objectives” means financial or non-financial performance objectives to be achieved during a Year and which are used to determine the funding level for a Pool.

2.23Pool means the amount allocated for payment of Awards in any Year, based on achievement of the applicable Performance Objectives during such Year. The Committee may establish, for any year: (i) one Pool for the Company; (ii) separate Pools for each segment or for some or all of the business units within a segment of the Company; or (iii) one or more Pools based on such organizational and other factors as the Committee shall deem relevant.

2.24Recovery Policy means the S&P Global Inc. Financial Statement Compensation Recoupment Policy, the Senior Executive Pay Recovery Policy of S&P Global, the S&P Ratings Services Pay Recovery Policy and/or any other Company clawback or similar policy applicable to the Participant, or to the extent adopted following the effective date of the Plan, any clawback policy that the Committee determines necessary, appropriate or advisable in light of applicable law, governance considerations or industry best practices, as such policies may be amended from time to time.

2.25Retirement means Early Retirement or Normal Retirement. For the avoidance of doubt, a termination by the Participant shall not satisfy the requirements of a Retirement for purposes of the Plan if the Company has determined that a basis exists for the Participant’s termination of employment for Cause at the time of the Participant’s termination.

2.26Termination Award Payment” means a pro rata Award Payment for the portion of the Year during which the Participant was actively employed by the Company and participating in the Plan, of which (i) the Individual Achievement Amount will be based on actual achievement for the Year of the Performance Objectives for the Pool applicable to the Participant’s Award and (ii) the Individual Performance Amount will be based on assumed target performance under the Individual Performance Criteria applicable to the Award.

The foregoing notwithstanding, in the event the achievement for the Year of the Performance Objectives for the Pool applicable to the Participant’s Award exceeds 100%, such achievement shall for purposes of said payment to such Participant be deemed to be 100%.

2.27Year means the calendar year, or the fiscal year of SPGI, if other than a calendar
year.

3.ELIGIBILITY AND ADMINISTRATION

3.1.    Eligibility. The individuals entitled to participate in the Plan shall be those key employees of the Company (excluding employees participating for the Year in any other short-term incentive plan of the Company) who are selected by the Committee to receive an Award for the Year (each, a “Participant”).




3.2.    Administration. (a) The Plan shall be administered by the Committee. Subject to the provisions of the Plan and to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board: (i) the Committee may from time to time establish rules for the administration of the Plan; (ii) the Committee shall have sole discretionary authority to determine the degree of attainment of Performance Objectives and satisfaction of Individual Performance Criteria, the actual amount of each Pool and the amount of the Award Payment for each Participant in respect of a Year, including, without limitation, the authority to make factual determinations, to construe and interpret the Plan and any instrument or agreement entered into in connection with the Plan, to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent that the Committee shall deem desirable to carry it into effect, and to decide all matters arising thereunder or in connection with the administration of the Plan; and (iii) the decisions of the Committee, to the extent permitted by law, shall be final, conclusive and binding on all persons, including the Company and any Participant, having or claiming to have any right or interest in or under the Plan or any Award.

(b) In addition, subject to the provisions of the Plan and to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, the Committee shall have full power and authority to do the following: (i) select the Participants for each Year; (ii) determine the terms and conditions, not inconsistent with the provisions of the Plan, of each Award; (iii) determine the time when Awards will be made; (iv) determine the Individual Bonus Targets to be established for Participants in respect of a Year; (v) establish and determine the target amount of each Pool and the applicable Performance Objectives for such Pool; (vi) establish Individual Performance Criteria, as applicable, for each Award; (vii) certify the Award Payment in respect of Awards; (viii) determine the form of Award Payments and whether any portion of an Award Payment shall be mandatorily or may be voluntarily deferred by Participants; (ix) appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan. The Committee in its sole discretion has the authority to effect adjustments from time to time in connection with determining the degree of achievement of financial objectives and to make any other determinations, as it deems equitable, fair or advisable for the purpose of ascertaining the amount of Award Payments.

(c)To the extent not inconsistent with applicable law and the listing requirements of the New York Stock Exchange, the Committee may delegate to one or more officers or employees of the Company, or one or more committees thereof, the authority to take actions on its behalf pursuant to the Plan; provided, however, that the Committee may not delegate its authority with respect to Section 4.7 or Section 5.1 below, and that a person to whom such authority is delegated may not further delegate such authority unless specifically authorized by the Committee.

(d)To the extent permitted by law, the Committee and each member of the Committee and any officer or employee or committee thereof to whom responsibilities have been delegated under the Plan shall be indemnified by the Company against any claims, and the expenses of



defending against such claims, resulting from any action or conduct relating to the administration of the Plan, except claims arising from gross negligence, willful neglect or willful misconduct.

4.AWARDS

4.1.    Pool. At or near the start of the applicable Year, the Committee shall:
(i) determine the number of Pools for the Year; (ii) specify the relevant Performance Objectives for each Pool; (iii) identify the Participants eligible to receive a share of each Pool, the Individual Bonus Target for each such Participant and specify the Individual Performance Criteria under their Awards; and (iv) determine the target amount of each Pool. Individual Bonus Targets shall be prorated for any partial Year of employment. During the applicable Year, the Committee shall have discretion to adjust the target or actual amount of each Pool to reflect changes in the employment status of Participants during the Year.

4.2.    Notice. Each Participant shall be notified at or near the beginning of the applicable Year of the amount of his or her Individual Bonus Target.

4.3.    Determination of Pools and Payment. As soon as reasonably practicable following the conclusion of each Year, the Committee shall determine the actual amount of each Pool, based on the attainment of the applicable Performance Objectives for such Pool for such Year. Seventy percent of each Pool, or an alternative percentage of each Pool as determined by management from time to time with the approval of the Committee, shall be allocated to the Participants therein in proportion to each Participant’s Individual Bonus Target, and the amount so allocated to a Participant shall constitute the Participant’s Individual Achievement Amount for the Year; provided, however, that the Committee (or management with the approval of the Committee) may exercise the discretion to provide that either no such portion or a certain fraction of such portion of the Pool shall be allocated to any Participant, with the result that a Participant’s Individual Achievement Amount may be zero. The remaining thirty percent of each Pool, or an alternative percentage of each Pool as determined by management from time to time with the approval of the Committee, shall be allocated to Participants therein based on their attainment of the applicable Individual Performance Criteria for the Year; provided, however, that the Committee (or management with the approval of the Committee) may exercise the discretion to provide that either no such portion or a certain fraction of such portion of the Pool shall be allocated to any Participant, with the result that a Participant’s Individual Performance Amount may be zero. For the avoidance of doubt, in no event shall an Award Payment to any Participant for any Year exceed 200% of such Participant’s Individual Bonus Target for such Year. Each Award Payment shall, subject to any deferral required or permitted by the Committee, be paid to the Participant in cash, stock awards under a shareholder-approved stock plan of the Company, or any combination thereof at such time as is determined by the Committee in its sole discretion following the end of the applicable Year, but no later than March 15th of such calendar year, or in the case of Participants who are located outside of the United States and who are not subject to taxation under the laws of the United States, as soon as reasonably practicable following March 15th of such calendar year. While the Pool(s) are calculated in U.S. dollars, Award Payments made in cash will be made in local currency via the appropriate local payroll.




4.4.    Performance Measures. Performance Objectives may consist of financial objectives, non-financial objectives or a combination of financial and non-financial objectives. If more than one Pool is established for a Year, such Pools may have the same or different Performance Objectives. Individual Performance Criteria may consist of financial objectives, non-financial objectives or a combination of financial and non-financial objectives and may include objective and subjective measures of individual performance, including the results of a Participant’s individual performance evaluation by the Company. The Committee in its sole discretion shall have the authority to alter or adjust financial objectives during the course of any Year, or to alter or adjust the financial results otherwise reported or achieved by SPGI during such Year, if it is deemed appropriate to do so.

4.5.    Termination of Employment.

(a) If a Participant’s employment with the Company terminates during any Year because of a termination by the Company other than for Cause and the Participant is not Retirement Eligible (as defined in Section 4.5(b) below) on the effective date of the termination of employment, then the Participant, subject to the Participant executing a general release of claims against the Company in a form reasonably satisfactory to the Company, shall receive a Termination Award Payment for the portion of the Year during which the Participant was actively employed by the Company and participating in the Plan. Unless the Committee specifies an earlier payment date, such Termination Award Payment shall be made at the time that Award Payments for the applicable Year are made to other Participants.

(b) If a Participant’s employment with the Company terminates during any Year because of (i) death, Disability or Retirement or (ii) a termination by the Company other than for Cause and the Participant is Retirement Eligible on the effective date of the termination of employment, then the Participant (or in the event of death, the Participant’s Beneficiary), subject to the Participant (or in the event of death, the Participant’s Beneficiary) executing a general release of claims against the Company in a form reasonably satisfactory to the Company, shall be eligible to receive a Pro Rata Actual Award Payment (as defined below) for the portion of the Year during which the Participant was actively employed by the Company and participating in the Plan. Unless the Committee specifies an earlier payment date, such Pro Rata Actual Award Payment shall be made at the time that Award Payments for the applicable Year are made to other Participants. For purposes of this Section 4.5(b), Retirement Eligible means eligible as of the date of the Participant’s termination of employment (as shown on the books and records of the Company) for Normal Retirement or Early Retirement. Solely for purposes of this Section 4.5(b), “Pro Rata Actual Award Payment” means an amount determined by multiplying X by Y: where “X” equals the actual Award Payment for an Award that a Participant would have received if the Participant had remained continuously employed by the Company through the Award payment date, determined on the basis of the achievement of performance measures for the Year and as adjusted in the Committee’s discretion for any applicable subjective or objective performance measures applicable to the Award or the Participant; and “Y” equals a fraction, the numerator of which is the number of whole calendar days in the portion of the Year during



which the Participant was actively employed by the Company and participating in the Plan, and the denominator of which is the number of whole calendar days in such Year.

(c) A Participant whose employment with the Company terminates during a Year or prior to the payment date for Cause, or who voluntarily resigns (other than due to Retirement) during a Year or prior to the payment date, shall not be eligible for any payment under the Plan for such Year. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ of the Company. A leave of absence, approved by the Committee, shall not be deemed to be a termination of employment for purposes of the Plan, and may warrant a full Award Payment or Termination Award Payment as determined by the Committee.

4.6    Transfer. If a Participant is transferred within the Company during any Year to a position that is not considered as eligible for participation in the Plan, the Committee may, in its sole and absolute discretion, authorize a Termination Award Payment to the Participant, based on the portion of the Year during which the Participant was participating in the Plan, and the degree to which during the Year the applicable Performance Objectives and Individual Performance Criteria were achieved during the Year.

4.7    Change in Control. In the event of a Change in Control, then:

(a) Immediately after such event becomes effective (the “Change-in-Control Effective Date”), the Company shall pay to each Participant for the Year in which the Change in Control occurs a Change-in-Control Award Payment for the portion of the Year elapsed to the Change-in-Control Effective Date, and shall have no further obligation under the Participant’s Award with respect to the Year. If the Committee so determines, the Company may also pay to each Participant an additional amount, if any, to reflect the achievement during the portion of the Year elapsed to the Change-in-Control Effective Date of the Performance Objectives for the Pool applicable to the Participant’s Award and of the Individual Performance Criteria under the Award.

(b) The reasonable legal fees incurred by any Participant to enforce his/her valid rights under this Section 4.7 shall be reimbursed by SPGI, in addition to sums otherwise due under the Plan, whether or not the Participant is successful in enforcing his/her rights or whether or not the matter is settled. Such reimbursement shall be made on a “pay-as-you-go” basis, as soon as practicable after presentation to SPGI of any periodic statements for such fees.

5.MISCELLANEOUS

5.1 Amendment and Termination of the Plan. The Committee or the Board may, from time to time, alter, amend, suspend or terminate the Plan as it shall deem advisable subject to any requirement for shareholder approval imposed by applicable law and to the listing requirements of the New York Stock Exchange; provided, however, that Section 4.7 above, as it applies to any Change in Control, may not be amended following that Change in Control, nor may it be



amended in anticipation of a Change in Control, in either case, in a manner adverse to any Participant without the Participant’s express written consent.

5.2 Section 409A of the Code. The Plan and the Awards payable hereunder are intended to either (i) qualify for the short-term deferral exemption under Section 409A of the Code and the final regulations promulgated thereunder (“Section 409A”) or (ii) satisfy the requirements of Section 409A. The Plan shall be interpreted, administered and construed in a manner consistent with that intent, and the Company may, in its sole discretion and without the Participant’s consent, modify any provision of the Plan and the Awards to comply with, or avoid being subject to, Section 409A, or to avoid the incurrence of any taxes, interest and penalties under Section 409A.

5.3 Tax Withholding. The Company shall have the right to make all payments or distributions pursuant to the Plan to a Participant, net of any applicable Federal, State and local taxes required to be paid or withheld. The Company shall have the right to withhold from wages, Award Payments or other amounts otherwise payable to such Participant such withholding taxes as may be required by law, or to otherwise require the Participant to pay such withholding taxes. If the Participant shall fail to make such tax payments as are required or to satisfy any other payment obligation to the Company, the Company shall, to the extent permitted by law, have the right to deduct any such amounts from any payment of any kind otherwise due to such Participant or to take such other action as may be necessary to satisfy such withholding or other obligations.

5.4 Right of Discharge Reserved; Claims to Awards. Nothing in the Plan nor the grant of an Award hereunder shall confer upon any Participant the right to continue in the employment of the Company or affect any right that the Company may have to terminate the employment of (or to demote or to exclude from future Awards under the Plan) any such Participant at any time for any reason. No Participant shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Participants under the Plan.

5.5 Nature of Payments. All Awards made pursuant to the Plan are in consideration of services performed or to be performed for the Company, division or business unit of the Company. Any income or gain realized pursuant to Awards under the Plan constitute a special incentive payment to the Participant and shall not be taken into account, to the extent permissible under applicable law, as compensation for purposes of any of the employee benefit plans of the Company except as specifically provided under the applicable plan or as may otherwise be determined by the Committee or by the Board.

5.6 Recovery Policy. Awards under the Plan shall be subject to the requirements of the Recovery Policy, and all amounts paid or payable to a Participant under or in respect of the Plan shall be subject to recovery or other action pursuant to the Recovery Policy, as and to the extent provided thereby.

5.7 Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval if such approval



is required; and such arrangements may be either generally applicable or applicable only in specific cases.

5.8 Unfunded Status of the Plan. The Plan is intended to constitute an “unfunded” plan for incentive compensation, and deferred compensation if permitted by the Committee. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general unsecured creditor of the Company.

5.9 Governing Law. The Plan and all determinations made and actions taken thereunder, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of New York.

5.10Effective Date of Plan. The Plan was originally effective as of January 1, 2005 subject to the approval of the Plan by SPGI’s shareholders at the 2005 annual meeting, which approval was obtained, and was amended and restated as of January 1, 2017. The amendments to the Plan incorporated in the restated Plan document set forth above are effective as of January 1, 2026.


Exhibit 10.2
S&P GLOBAL INC.
2019 STOCK INCENTIVE PLAN
2026 PERFORMANCE SHARE UNIT AWARD AGREEMENT

GRANT NOTICE

S&P Global Inc., a New York corporation (“S&P Global” or the “Company”), has awarded to the employee named below (the “Participant” or “you”) the number of Performance Share Units (the “Units”) specified and on the terms set forth below (the “Award”). The Units are granted pursuant to the Company’s 2019 Stock Incentive Plan, as amended from time to time (the “Plan”), and are subject to all of the terms and conditions set forth in the Plan, this Performance Share Unit Award Agreement (the “Award Agreement”), including the Grant Notice section (the “Grant Notice”) of the Award Agreement and the Terms and Conditions section of the Award Agreement (the “Terms and Conditions”), which includes the S&P Global Agreement for the Protection of Company Interests (“Attachment A”), and any special terms and conditions applicable to the Participant’s jurisdiction of residence or employment included in the Non-U.S. Addendum made available to you at the same time as the Award Agreement (the “Non-U.S. Addendum”). Capitalized terms not expressly defined in the Award Agreement shall have the meanings set forth in the Plan.

Participant:    [    ]
Award Date:    [    ]
Grant Date:    [    ]
Target Performance Share Units:    [    ]
Award Period:    1/1/26 to 12/31/28    

Vesting Schedule:     

Except as otherwise provided in Sections 7, 16 and 17 hereof, the Units shall vest on December 31, 2028 (the “Vesting Date”), (i) based on the attainment level of the performance-based conditions set forth in Section 5 hereof and in accordance with the performance goal payout schedule set forth below and (ii) subject to the Participant’s continued employment with the Company or any of its Subsidiaries (collectively, the “Company Group”) through the Vesting Date.

Performance Goal Payout Schedule:

The number of Units that become eligible to vest in accordance with the terms of the Award Agreement shall be based on the attainment level of the performance-based conditions set forth in Section 5 in accordance with the following payout schedule:

Cumulative EPS Goal Attainment Level
Number of Units Eligible to Vest
200% of Target or Greater
200%
Target
100%
Less than Threshold
0%

Performance attainment at levels between the levels specified in the above schedule shall be determined on an interpolated basis and the number of Units that become eligible to vest shall be determined in accordance with the interpolated attainment levels.




TERMS AND CONDITIONS OF
2026 PERFORMANCE SHARE UNIT AWARD

1.Grant of Award. The Award is subject to the Terms and Conditions set forth in this Section of the Award Agreement. The Award represents the right to receive one share of Stock for each Unit subject to the Award that vests. Upon grant of the Award, no stock or other certificate representing the Units or the shares of Stock issuable thereunder will be issued to or registered in the name of the Participant. The ultimate payment of the Award in the form of an issuance of shares of Stock is contingent upon achievement of the cumulative EPS goal established by the Committee hereunder and the additional requirements set forth herein. The Participant does not have an absolute right to receive a fixed or determinable amount either at the inception or expiration of the Award Period.
2.Award Acceptance and Addenda.
(a)General. To be entitled to any payment under the Award, the Participant acknowledges and agrees that the Participant must accept and thereby agree to comply with the provisions of the Plan and the Award Agreement, which includes the Grant Notice and the Terms and Conditions, including Attachment A, and any provisions of the Non-U.S. Addendum applicable to the Participant which are incorporated herein and constitute a material and integral part of the Terms and Conditions.
(b)Post-Employment Obligations for Protection of Company Interests. The Participant acknowledges and agrees that the Participant is subject to additional terms and conditions set forth in Attachment A, which are hereby incorporated into, and are part of, the Terms and Conditions.
    The Participant acknowledges that the Participant has reviewed and understands the terms of Attachment A, and that, by accepting the Terms and Conditions in consideration of the Award, the Participant is accepting the terms of Attachment A, including all non-competition, non-solicitation of clients, non-solicitation of employees and confidentiality provisions therein.
(c)Non-U.S. Addendum. By accepting the Terms and Conditions, and notwithstanding any provisions to the contrary herein, the Participant further acknowledges and agrees that the Award shall also be subject to any special terms and conditions applicable to the Participant’s jurisdiction of residence (and jurisdiction of employment, if different) set forth in the Non-U.S. Addendum made available to the Participant at the same time as the Award Agreement and which
2


special terms and conditions are hereby incorporated into, and are part of, the Terms and Conditions with respect to any Participant who resides and/or works in a jurisdiction located outside the United States (a “Non-U.S. Participant”).
Moreover, if the Participant transfers his or her residence and/or work location to another jurisdiction reflected in the Non-U.S. Addendum after the Grant Date, the terms and conditions for such jurisdiction will apply to the Participant to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the Award or the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer).
The Participant acknowledges that the Participant has reviewed and understands the terms of the applicable sections of the Non-U.S. Addendum, and that, by accepting the Terms and Conditions in consideration of the Award, the Participant is accepting the terms in the applicable sections of the Non-U.S. Addendum.
3.Time Period to Accept Award. The Participant acknowledges and agrees that the Participant has up to ninety (90) days to accept the Award from the date the Award Agreement is first made available to the Participant on the website maintained by the Company’s equity administrator (the “Website”). The Participant further acknowledges and agrees that failure to timely accept the Award during the 90-day acceptance period will result in the forfeiture of the Award in its entirety and without exception effective immediately.
4.Electronic Delivery and Participation. The Participant acknowledges and agrees that he or she is accepting the Award by electronic means and that such electronic acceptance constitutes the Participant’s agreement to be bound by the Award Agreement, including all provisions of Attachment A and the sections of the Non-U.S. Addendum applicable to the Participant.
By accepting the Award, the Participant consents to receive any documents related to participation in the Plan and the Award by electronic delivery and to participate in the Plan through an online or electronic system, including the Website, established and maintained by the Company or another third party designated by the Company. The Participant also acknowledges that as of the Grant Date, the Plan and the Award Agreement set forth the entire understanding between the Participant and the Company regarding the grant to the Participant of the Units and any underlying shares of Stock and supersede all prior oral and written agreements on that subject.
3


5.Performance Goals.
(a)EPS and EPS Goals. The performance-based conditions applicable to the Award shall be based on the attainment level of a three-year cumulative Earnings per Share (“EPS”) goal established prior to the grant of the Award by the Committee for the Award Period. Subject to any adjustments to the performance goals made by the Committee after the Grant Date pursuant to Section 5(b) hereof, these performance goals shall apply to the determination of the number of Units that become eligible to vest and payable hereunder in accordance with the other terms of the Award.
(b)Committee Discretion to Adjust. For purposes of the Award, “EPS” means diluted earnings per share as shown on the Consolidated Statement of Income in the Company’s Annual Report, adjusted in the manner that the Committee determines to be appropriate, including to exclude some or all of one or more items of income or expense. The EPS goals referred to in Section 5(a) hereof are the targets for EPS expressed as a dollar amount approved by the Committee for the Award Period. The Committee may adjust these EPS targets after the Grant Date in the manner that the Committee determines to be appropriate to take into account facts and circumstances occurring after the Grant Date. The decision by the Committee to adjust or not to adjust EPS or the EPS targets shall be final and binding on the Participant and all other interested persons and may have the effect of increasing or decreasing the amount payable to the Participant pursuant to the Award.
6.Vesting and Payment.
(a)Vesting. The Units shall be subject to a service-based vesting condition as set forth in the Grant Notice and a performance-based vesting condition set forth in Section 5 hereof. For the avoidance of any doubt, no Units shall vest and the Award shall be forfeited if the threshold level of the performance-based condition is not attained without regard to whether the service-based vesting condition is satisfied.
(b)Payment. Except as otherwise provided in Sections 7, 16, 17 and 19 hereof, the vested Units shall be paid as soon as reasonably practicable following the Vesting Date after the assessment of the attainment level of the performance-based vesting condition set forth in Section 5, and in any event by March 15 of the year immediately following the year in which the Vesting Date occurs in the case of Participants who are subject to taxation under the laws of the United States (the “Payment Date”).
4


7.Termination of Employment Prior to Vesting Date.
(a)Pro Rata Award Opportunity in Certain Circumstances. In the event of the termination of the Participant’s employment with the Company Group prior to the Vesting Date due to (i) “Normal Retirement” or “Early Retirement” (each, as defined below, and together, “Retirement”); (ii) “Disability” (as defined under the Plan); (iii) death; or (iv) in connection with an involuntary termination by a member of the Company Group other than for Cause, the Participant shall vest in a pro rata portion of the Award determined in accordance with Section 7(b) hereof; provided, however, that in the case of an involuntary termination by a member of the Company Group other than for Cause, unless the Company in its sole discretion provides otherwise, payment of the pro rata portion of the Award shall be subject to the Participant’s execution and non-revocation of a release in a form to be provided by the Company (the “Release”), releasing the Company Group and certain other persons and entities from certain claims and other liabilities, which Release must be effective and irrevocable within the time specified in the Release. “Normal Retirement” shall mean the voluntary termination of employment from the Company Group by the Participant on or after age 65 (or such other retirement age required by local law or contract with respect to a Non-U.S. Participant). “Early Retirement” shall mean the voluntary termination of employment from the Company Group by a Participant who is eligible for an “Early Retirement Benefit” under the Employee Retirement Plan of S&P Global Inc. and its Subsidiaries (the “ERP”) (frozen to new participants effective as of April 1, 2012, and as amended and restated as of January 1, 2022) on or after attaining age 55, but before attaining age 65, after having completed at least 10 years of service with the Company Group. For the avoidance of doubt, Early Retirement, as defined above, only applies to grandfathered participants located within the United States who were eligible to participate in the ERP before the ERP was frozen. Notwithstanding the foregoing, a termination by the Participant shall not satisfy the requirements of a Retirement for purposes of this Section 7(a) if the Company has determined that a basis exists for the Participant’s termination of service for Cause at the time of the Participant’s termination.
Except as otherwise provided in Sections 16 and 17 hereof, in the event the Participant voluntarily resigns his or her employment with the Company Group (other than due to Retirement) or is involuntarily terminated by any member of the Company Group for Cause prior to the Vesting Date, the Participant shall forfeit the right to any payment under the Award.
(b)Determination of Pro Rata Award.
5


i.Retirement or Disability. The pro rata portion of the Award that vests in connection with the Participant’s termination of employment due to Retirement or Disability pursuant to Section 7(a) hereof shall be determined: (X) first, by multiplying the number of Units subject to the Award by a fraction, the numerator of which is the number of full calendar days contained in the period commencing on, and including, the Award Date and ending on, and including, the termination date and the denominator of which is the number of full calendar days contained in the Award Period; (Y) second, by measuring the actual attainment level of the performance goals applicable to the Award as set forth in Section 5 hereof for the full Award Period; and (Z) by multiplying the number of Units determined in (X) by the attainment level of the cumulative EPS goal established for the Award in (Y), subject to the limits set forth in the goal and payout schedule established for the Award and to the provisions of Section 5 hereof.
ii.Termination by the Company Other than For Cause. The pro rata portion of the Award that vests in connection with the Participant’s involuntary termination of employment by a member of the Company Group other than for Cause pursuant to Section 7(a) hereof shall be determined: (X) first, by multiplying the number of Units subject to the Award by a fraction, the numerator of which is the number of full calendar days contained in the period commencing on, and including the Award Date and ending on, and including, the termination date plus (i) the number of full calendar days in the Award Period during which the Participant receives Separation Pay, as defined in the severance program in which the Participant participates, as applicable, or (ii) in the case of a Non-U.S. Participant, any notice period or “garden leave” or similar period mandated under employment or other laws in the jurisdiction where the Non-U.S. Participant is employed, and the denominator of which is the number of full calendar days contained in the Award Period; (Y) second, by measuring the actual attainment level of the performance goals applicable to the Award as set forth in Section 5 hereof for the full Award Period; and (Z) by multiplying the number of Units determined in (X) by the attainment level of the cumulative EPS goal established for the Award in (Y), subject to the limits set forth in the goal and payout schedule established for the Award and to the provisions of Section 5 hereof.
iii.Death. The pro rata portion of the Award that vests upon the Participant’s termination of employment due to death pursuant to Section 7(a) hereof shall be determined: (X) first, by multiplying the number of Units subject to the Award by a fraction, the numerator of which is the number of full calendar days contained in the period commencing on, and including, the Award Date and ending on, and including, the date of the termination of the Participant’s employment due
6


to death and the denominator of which is the number of full calendar days contained in the Award Period; and (Y) second, by multiplying the number of Units determined in (X) by the target attainment level of the cumulative EPS goal as set forth in the payout schedule established for the Award, subject to the provisions of Section 5 hereof.
(c)Payment Timing of Pro Rata Award.
i.All Circumstances Other Than Death. In the event the Award vests pursuant to Section 7(a) other than as a result of the termination of Participant’s employment due to death, the Participant’s pro rata portion of the Award (if any) determined to have become eligible to vest pursuant to Section 7(b) herein shall be paid to the Participant on the Payment Date. For the avoidance of doubt, in the case of an involuntary termination by a member of the Company Group other than for Cause, if the Participant does not execute a Release or a Release does not become effective and irrevocable in its entirety prior to the expiration of the time specified in the Release, the Participant shall not be entitled to any payments pursuant to this Section 7, unless the Company in its sole discretion provides otherwise.
ii.Death. In the event the Award vests pursuant to Section 7(a) due to the termination of the Participant’s employment due to death, the Participant’s pro rata portion of the Award determined to have become eligible to vest pursuant to Section 7(b) herein shall be paid to the beneficiary designated by the Participant (or if the Participant has not designated a beneficiary, to the representative of the Participant’s estate) within sixty (60) days following the date of the Participant’s death, or where additional time is needed for administrative reasons, at such later time as is permitted under Section 409A of the Code (“Section 409A”).
8.Voting and Dividend Rights. Prior to the issuance of any shares of Stock issuable pursuant to the Award, the Participant shall not have the right to vote or to receive any dividends with respect to such shares.
9.Transfer Restrictions. The Award and the right to acquire Units are nontransferable (other than by will or by the laws of descent and distribution), and may not be transferred, sold, assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. Any attempt to effect any of the foregoing shall be null and void.
10.Responsibility for Taxes.
(a)The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee (the
7


“Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company in its discretion to be an appropriate charge to Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant or vesting of the Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination of the following:
i.withholding from the Participant’s wages or other cash compensation payable to the Participant by the Company and/or Employer;
ii.withholding shares of Stock that otherwise would be issued to the Participant upon settlement of the Units;
iii.withholding from proceeds of the sale of shares of Stock, through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent);
iv.requiring the Participant to make a payment in cash or by check; or
v.any other method of withholding approved by the Company and permitted by applicable law and to the extent required by applicable laws or the Plan, approved by the Committee;
8


vi.and in each case, under such rules as may be established by the Committee and in compliance with the Company’s insider trading policy;
provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) above.
(c)    The Company may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Participant will be deemed to have been issued the full number of shares subject to the vested Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the shares of Stock or the proceeds from the sale of shares of Stock to the Participant if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.
11.Miscellaneous. The Award Agreement, including the Terms and Conditions (a) shall be binding upon and inure to the benefit of any successor to the Company; and (b) may not be amended or modified in any manner that materially and adversely impairs the rights of the Participant without the express written consent of both the Company and the Participant unless the amendment is required or advisable to facilitate compliance with applicable law, as determined in the sole discretion of the Company. Consent on behalf of the Company may only be given through a writing signed, dated and authorized by the Executive Vice President, Chief People Officer of S&P Global, which directly refers to the Terms and Conditions and the Award. No other modifications to the Terms and Conditions are valid under any circumstances. No contract or right of employment shall be implied by the Award. If the Award is assumed, or a new award is substituted therefore in any corporate reorganization, employment by such assuming or substituting corporation or by a parent corporation or subsidiary thereof shall be considered for all purposes of the Award to be employment by the Company.
12.Pay Recovery. By accepting the Award, including the Terms and Conditions, and as an additional condition of receiving the Award, the Participant acknowledges and agrees that the Units,
9


whether vested or unvested, and/or shares of Stock, cash or other benefits acquired pursuant to the Award (and any proceeds therefrom) may be subject to reduction, cancellation, recovery, recoupment, forfeiture or other action (i) in accordance with the S&P Global Inc. Financial Statement Compensation Recoupment Policy, the Senior Executive Pay Recovery Policy of S&P Global, the S&P Ratings Services Pay Recovery Policy and/or any other Company clawback or similar policy in effect as of the date of the Award Agreement applicable to the Participant, or to the extent adopted following the date of the Award Agreement, any clawback policy that the Committee determines necessary, appropriate or advisable in light of applicable law, governance considerations or industry best practices, as such policies may be amended from time to time, (ii) if the Committee or the Company, as applicable, determines in its sole discretion that the Participant engaged in an act that is inimical to the best interests of the Company Group, or (iii) pursuant to applicable law, regulations or stock exchange listing standards (collectively, the “Recoupment Policies”). No such Recoupment Policy adoption or amendment thereto shall require the Participant’s prior consent. In order to satisfy any recoupment obligation arising under the Recoupment Policies, and without intending to limit the authority of the Company to enforce the recovery of compensation under the Recoupment Policies, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any Stock or other amounts acquired pursuant to the Award to re-convey, transfer or otherwise return such Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this Section 12 will be construed as an event giving rise to the Participant's right to resign for “good reason” or “constructive termination” (or similar term) under any plan or policy of, or agreement with, the Company Group.
13.Trading Policy. By accepting the Award, including the Terms and Conditions, the Participant acknowledges and agrees that the Award shall be subject to the requirements of the S&P Global Inc. Securities Disclosure and Trading Policy, as in effect from time to time. In addition, the Participant acknowledges that the Participant’s jurisdiction of residence (and jurisdiction of employment, if different) may also have laws or regulations governing insider trading and that such laws or regulations may impose additional restrictions on the Participant’s ability to participate in the Plan by acquiring or selling shares of Stock acquired under the Plan and that the Participant is solely responsible for complying with such laws or regulations.
14.Data Privacy. By accepting the Award, including the Terms and Conditions, the Participant acknowledges and agrees that employee information, including financial information, may be collected by the Company, subject to applicable local data protection and employment law and the S&P Global Inc. Employee Privacy Policy (as in effect from time to time), in connection with its
10


administration of these policies or complying with regulatory requirements. By accepting the Award, including the Terms and Conditions, the Participant agrees to submit their personal data, including financial information, and consents to the collection, transfer, retention or otherwise processing of such data by the Company and/or a third party service provider that may not be located in the same jurisdiction as the Participant, subject to applicable local data protection and employment law.
15.No Impact on Other Benefits. Any payment pursuant to the Award shall not be deemed compensation for purposes of computing benefits under any retirement plan of any member of the Company Group, and, except as the Committee may otherwise determine, shall not affect any benefits under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation, except as otherwise required pursuant to the terms of such other benefit plan.
16.Change in Control if the Successor Company Assumes or Substitutes the Award. In the event of a Change in Control prior to the Vesting Date, to the extent the successor company (or a subsidiary or parent thereof) assumes or substitutes the Award on substantially the same terms and conditions, the following shall apply:
(a)Effect of Change in Control. Subject to any applicable adjustments as provided for in the Plan and the Terms and Conditions, the Award shall convert into an award of time-based vested restricted stock units with the number of shares of common stock of the successor company (or a subsidiary or parent thereof) underlying such restricted stock units determined based on the deemed achievement of the cumulative EPS goal set forth in Section 5 as follows: (i) at the target cumulative EPS goal, to the extent less than 50% of the Award Period has been completed as of the date of such Change in Control and (ii) at the greater of (X) the attainment level of the cumulative EPS performance goal measured as of the date of the Change in Control based on the period between the Award Date and the date of the Change in Control or (Y) the target cumulative EPS goal, to the extent 50% or more of the Award Period has been completed as of the date of such Change in Control. The vesting of the converted Award shall continue to be subject to the service-based vesting requirement set forth in Section 6(a), subject to Sections 16(b) and (c) below.
(b)Involuntary Termination Other Than for Cause; Severance Termination; Retirement, Disability.
i.Vesting. If, following a Change in Control prior to the Vesting Date, the Participant’s employment (A) is terminated other than for Cause, (B) is terminated under circumstances that
11


would entitle the Participant to severance in accordance with the severance plan in which the Participant participates, or (C) is terminated due to Retirement or Disability, the Award, as converted pursuant to Section 16(a), shall become fully vested.
ii.Payment. An Award that vests pursuant to Section 16(b)(i) shall be paid on the Participant’s termination of employment, provided that if the Award constitutes non-qualified deferred compensation subject to Section 409A, as determined in the sole discretion of the Company, the Award shall be paid on (A) the Separation Payment Date, if the Change in Control constitutes a “change in control event” within the meaning of Section 409A(a)(2)(A)(v) of the Code (a “Section 409A Change in Control”) and the Separation Date is not more than two years after the Change in Control, or (B) the Payment Date, if the Change in Control is not a Section 409A Change in Control or the Separation Date is more than two years after the Change in Control.
    For purposes of this Section 16 and Section 17, the “Separation Date” means the date of the Participant’s “separation from service” with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code, and the “Separation Payment Date” means the Separation Date or, if the Participant is a “specified employee” as of the Separation Date within the meaning of Section 409A(a)(2)(B)(i) of the Code, the date that is one day following six months after the Separation Date (or, if earlier, the date of the Participant’s death).
(c)Death. If the employment of the Participant is terminated due to death following a Change in Control prior to the Vesting Date, upon such termination, the Award, as converted pursuant to Section 16(a), shall become fully vested. The Award shall be paid to the beneficiary designated by the Participant (or if the Participant has not designated a beneficiary, to the representative of the Participant’s estate) within sixty (60) days following the date of the Participant’s death, or where additional time is needed for administrative reasons, at such later time as is permitted under Section 409A.
(d)Forfeiture. If the employment of the Participant terminates following a Change in Control prior to the Vesting Date for any reason not described in Sections 16(b) or (c), the Participant will forfeit the unvested Award.
17.Change in Control if the Successor Company Does Not Assume or Substitute the Award. In the event of a Change in Control prior to the Vesting Date, to the extent the successor company (or a subsidiary or parent thereof) does not assume or substitute the Award on substantially the same terms and conditions, the following shall apply:
12


(a)Effect of Change in Control. The cumulative EPS goal set forth in Section 5 shall be deemed to have been achieved, and such achievement shall be at the higher of (i) the target cumulative EPS goal and (ii) the attainment level of the cumulative EPS goal measured as of the date of the Change in Control based on the period between the Award Date and the date of the Change in Control.
(b)Award Amount and Payment Timing. A pro rata portion of the Units, calculated in accordance with Section 17(b)(ii) hereof, that become eligible to vest based on deemed achievement of the performance goals pursuant to Section 17(a) shall vest upon a Change in Control and the Units shall be settled in shares of Stock immediately prior to the date of the Change in Control, subject to the following provisions.
i.Section 409A Compliance. If the Award constitutes non-qualified deferred compensation subject to Section 409A, as determined in the sole discretion of the Company, and the Change in Control constitutes a Section 409A Change in Control, then a pro rata portion of the Units that become eligible to vest based on deemed achievement of the performance goals pursuant to Section 17(a), as determined in Section 17(b)(ii) hereof, shall be paid to the Participant immediately prior to the Change in Control in the form of shares of Stock. If such Change in Control is not a Section 409A Change in Control, then all of the Units that become eligible to vest based on deemed achievement of the performance goals pursuant to Section 17(a) shall be converted into cash in accordance with Section 17(c) below and payment shall be made on the Payment Date.
ii.Calculation of Pro Rata Portion. Calculation of the pro rata portion of the Units that become payable to the Participant under this Section 17 shall be determined solely by multiplying the number of Units that become eligible to vest based on the deemed attainment of the performance goals pursuant to Section 17(a) by a fraction, (x) the numerator of which is the number of calendar days from the Award Date to the date of the Change in Control and the denominator of which is the number of calendar days from the Award Date to the Vesting Date.
(c)Conversion and Payment.
i.Cash Payment. The Units that vest pursuant to this Section 17 that do not become payable upon a Change in Control pursuant to Section 17(b)(ii) shall be converted into cash by the Company as of the date such Change in Control is determined to have occurred. The converted cash amount for each share of Stock shall be the price per share of Stock paid in the transaction or transactions that result in the Change in Control. Such cash amounts shall be retained by the Company for the benefit of the Participant and thereafter shall be paid by the Company to the
13


Participant on the Payment Date or, if earlier, the Separation Payment Date, in accordance with the other provisions of this Section 17(c).
ii.Funding. Notwithstanding anything herein to the contrary in Section 17(c)(i) above, if in connection with a Change in Control the Company elects to fund other payments due to senior executives of the Company pursuant to various management and benefit plans by effecting payments to the “rabbi trust” by a third-party trustee or through some other comparable vehicle in order to protect these payments for the benefit of the senior executives, the Company in such instance shall immediately fund the cash payment referred to herein on the same basis, for example, using a rabbi trust or other comparable vehicle, that are provided for other payments due senior executives of the Company.
(d)Securities Law Compliance. If in the event of a Change in Control where no listing or registration statement is in effect pursuant to Section 18 below, the Company shall distribute to the Participant a cash equivalent amount representing the shares of Stock to be issued to the Participant.
18.Conditions to Issuance of Stock. Notwithstanding any provision of the Plan or the Award Agreement, unless there is an exemption from any registration, qualification or other legal or regulatory requirement applicable to the shares of Stock, the Company shall not be required to deliver any shares issuable upon vesting of the Units prior to the completion of any registration or qualification of, or regulatory requirement applicable to, the offering of shares under any U.S. or non-U.S. federal, state or local securities or exchange control law or under rules, rulings or regulations of the SEC or any other governmental or regulatory body, or prior to obtaining any approval or other clearance from any U.S. or non-U.S. federal, state or local governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Participant understands that the Company is under no obligation to register or qualify the offering of the shares of Stock with the SEC or any state or non-U.S. securities commission or to seek approval or clearance from any governmental or regulatory authority for the issuance or sale of the shares of Stock. Further, the Participant agrees that the Company shall have unilateral authority to amend the Award Agreement without the Participant’s consent, to the extent necessary or advisable to facilitate compliance with securities or other laws applicable to the offering and issuance of shares of Stock.
19.Section 409A. The Award is intended to be exempt from or to provide for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code (“Deferred Compensation”) and comply with Section 409A of the Code, and it shall be interpreted, administered and construed
14


in accordance with this intent. To the extent the Award is Deferred Compensation and the period during which payment of the Award that is conditioned on the Participant’s execution of a release can be made commences in one calendar year and ends in the subsequent calendar year, such payments shall be made as soon as possible in the second calendar year. To the extent that the Award is Deferred Compensation and it is necessary or advisable to facilitate compliance with Section 409A, as determined in the sole discretion of the Company, Units that are no longer subject to a substantial risk of forfeiture, as determined in accordance with Section 409A, shall be settled, notwithstanding any other vesting or payment schedule to the contrary in this Award Agreement, on the earliest to occur of (a) the applicable Payment Date, (b) a Section 409A Change in Control, (c) a Separation Payment Date in accordance with Section 16(b)(ii)(A) hereof, and (d) the Participant’s death. Notwithstanding the foregoing, if the Company determines that any provision of the Award Agreement or the Plan contravenes Section 409A or could cause the Participant to incur any tax, interest or penalties under Section 409A, the Committee may, in its sole discretion and without the Participant’s consent, modify such provision to (x) comply with, or avoid being subject to, Section 409A, or to avoid the incurrence of any taxes, interest and penalties under Section 409A, or (y) maintain, to the maximum extent practicable, the original intent and economic benefit to the Participant of the applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A. This Section 19 does not create an obligation of the Company to modify the Plan or the Award Agreement and does not guarantee that the Award will not be subject to taxes, interest and penalties under Section 409A.
20.Incorporation of Plan Provisions. The Award, including the Units covered by the Award and the shares of Stock, if any, to be issued hereunder, is made pursuant to the Plan and, except where specifically noted, the terms and conditions thereof are incorporated as if fully set forth herein. Any capitalized terms not otherwise defined herein shall have the meaning set forth for such terms in the Plan.
21.Governing Law and Venue. The Award and the Award Agreement shall be governed by the laws of the State of New York (U.S.A.), without giving effect to the conflict of law principles thereof. For the purposes of any action, lawsuit or other proceedings brought to enforce the Award Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the courts of the State of New York, or the federal courts for the United States for the Southern District of New York, and no other courts, where the Award of Units is made and/or to be performed.
15

Exhibit 10.3
S&P GLOBAL INC.
2019 STOCK INCENTIVE PLAN
2025 RESTRICTED STOCK UNIT AWARD AGREEMENT

GRANT NOTICE

S&P Global Inc., a New York corporation (“S&P Global” or the “Company”), has awarded to the employee named below (the “Participant” or “you”) the number of Restricted Stock Units (the “Units”) specified and on the terms set forth below (the “Award”). The Units are granted pursuant to the Company’s 2019 Stock Incentive Plan, as amended from time to time (the “Plan”), and are subject to all of the terms and conditions set forth in the Plan, this Restricted Stock Unit Award Agreement (the “Award Agreement”), including the Grant Notice section (the “Grant Notice”) of the Award Agreement and the Terms and Conditions section of the Award Agreement (the “Terms and Conditions”), which includes the S&P Global Agreement for the Protection of Company Interests (“Attachment A”), and any special terms and conditions applicable to the Participant’s jurisdiction of residence or employment included in the Non-U.S. Addendum made available to you at the same time as the Award Agreement (the “Non-U.S. Addendum”). Capitalized terms not expressly defined in the Award Agreement shall have the meanings set forth in the Plan.

Participant:    [    ]
Grant Date:    [    ]
Number of Restricted Stock Units:    [    ]


Vesting Schedule:

The Units shall vest on the following date (the “Vesting Date”), subject to the Participant’s continued employment with the Company or any of its Subsidiaries (collectively, the “Company Group”) through the Vesting Date, except as otherwise set forth in the Award Agreement.

Vesting Date
Percentage of Units Vesting on Vesting Date
[vesting date]
100%









TERMS AND CONDITIONS OF
2025 RESTRICTED STOCK UNIT AWARD

1.Grant of Award. The Award is subject to the Terms and Conditions set forth in this Section of the Award Agreement. The Award represents the right to receive one share of Stock for each Unit subject to the Award that vests, together with an amount in cash equal to the value of the Dividend Equivalents that accrue with respect to the Award. Upon grant of the Award, no stock or other certificate representing the Units or the shares of Stock issuable thereunder will be issued to or registered in the name of the Participant. The ultimate payment of the Award in the form of an issuance of shares of Stock and payment of the Dividend Equivalents thereon is contingent upon the satisfaction of the vesting conditions and other requirements set forth herein. The Participant does not have an absolute right to receive a fixed or determinable amount on the Grant Date.
2.Award Acceptance and Addenda.
(a)General. To be entitled to any payment under the Award, the Participant acknowledges and agrees that the Participant must accept and thereby agree to comply with the provisions of the Plan and the Award Agreement, which includes the Grant Notice and the Terms and Conditions, including Attachment A, and any provisions of the Non-U.S. Addendum applicable to the Participant which are incorporated herein and constitute a material and integral part of the Terms and Conditions.
(b)Post-Employment Obligations for Protection of Company Interests. The Participant acknowledges and agrees that the Participant is subject to additional terms and conditions set forth in Attachment A, which are hereby incorporated into, and are part of, the Terms and Conditions.
    The Participant acknowledges that the Participant has reviewed and understands the terms of Attachment A, and that, by accepting the Terms and Conditions in consideration of the Award, the Participant is accepting the terms of Attachment A, including all non-competition, non-solicitation of clients, non-solicitation of employees and confidentiality provisions therein.



(c)Non-U.S. Addendum. By accepting the Terms and Conditions, and notwithstanding any provisions to the contrary herein, the Participant further acknowledges and agrees that the Award shall also be subject to any special terms and conditions applicable to the Participant’s jurisdiction of residence (and jurisdiction of employment, if different) set forth in the Non-U.S. Addendum made available to the Participant at the same time as the Award Agreement and which special terms and conditions are hereby incorporated into, and are part of, the Terms and Conditions with respect to any Participant who resides and/or works in a jurisdiction located outside the United States (a “Non-U.S. Participant”).
Moreover, if the Participant transfers his or her residence and/or work location to another jurisdiction reflected in the Non-U.S. Addendum after the Grant Date, the terms and conditions for such jurisdiction will apply to the Participant to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the Award or the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer).
    The Participant acknowledges that the Participant has reviewed and understands the terms of the applicable sections of the Non-U.S. Addendum, and that, by accepting the Terms and Conditions in consideration of the Award, the Participant is accepting the terms in the applicable sections of the Non-U.S. Addendum.
3.Time Period to Accept Award. The Participant acknowledges and agrees that the Participant has up to ninety (90) days to accept the Award from the date the Award Agreement is first made available to the Participant on the website maintained by the Company’s equity administrator (the “Website”). The Participant further acknowledges and agrees that failure to timely accept the Award during the 90-day acceptance period will result in the forfeiture of the Award in its entirety and without exception effective immediately.
4.Electronic Delivery and Participation. The Participant acknowledges and agrees that he or she is accepting the Award by electronic means and that such electronic acceptance constitutes the Participant’s agreement to be bound by the Award Agreement, including all provisions of Attachment A and the sections of the Non-U.S. Addendum applicable to the Participant.



By accepting the Award, the Participant consents to receive any documents related to participation in the Plan and the Award by electronic delivery and to participate in the Plan through an online or electronic system, including the Website, established and maintained by the Company or another third party designated by the Company. The Participant also acknowledges that as of the Grant Date, the Plan and the Award Agreement set forth the entire understanding between the Participant and the Company regarding the grant to the Participant of the Units and any underlying shares of Stock and supersede all prior oral and written agreements on that subject.
5.Vesting Period Restrictions. Except as otherwise provided in Sections 7 and 8 hereof, the Units covered by the Award shall vest in accordance with the vesting schedule set forth in the Grant Notice.
6.Payment Timing. Except as otherwise provided in Sections 7 and 8 hereof, the Units, together with any Dividend Equivalents that become payable thereon (as determined in accordance with Section 9 hereof), shall be paid to the Participant as soon as practicable in the month that next follows the Vesting Date, or in the case of Non-U.S. Participants who are not subject to taxation under the laws of the United States, as soon as reasonably practicable following the Vesting Date (the “Payment Date”).
7.Termination of Employment Prior to the Vesting Date.
(a)Retirement, Disability or Death. In the event of the termination of the Participant’s employment with the Company Group prior to the Vesting Date due to (i) “Normal Retirement” or “Early Retirement” (each, as defined below, and together, “Retirement”); (ii) “Disability” (as defined under the Plan), or (iii) death, the Participant shall vest in a pro rata portion of the Award (determined in accordance with Section 7(d)). “Normal Retirement” shall mean the voluntary termination of employment from the Company Group by the Participant on or after age 65 (or such other retirement age required by local law or contract with respect to a Non-U.S. Participant). “Early Retirement” shall mean the voluntary termination of employment from the Company Group by a Participant who is eligible for an “Early Retirement Benefit” under the Employee Retirement Plan of S&P Global Inc. and its Subsidiaries (the “ERP”) (frozen to new participants effective as of April 1, 2012, and as amended and restated as of January 1, 2022) on or after attaining age 55, but before attaining age 65, after having completed at least 10 years



of service with the Company Group. For the avoidance of doubt, Early Retirement, as defined above, only applies to grandfathered participants located within the United States who were eligible to participate in the ERP before the ERP was frozen. Notwithstanding the foregoing, a termination by the Participant shall not satisfy the requirements of a Retirement for purposes of this Section 7(a) if the Company has determined that a basis exists for the Participant’s termination of service for Cause at the time of the Participant’s termination.
(b)Involuntary Termination. In the event of the Participant’s involuntary termination of employment by a member of the Company Group other than for Cause prior to the Vesting Date, the Participant shall either (i) vest in the total number of Units subject to the Award if the Vesting Date occurs before the end of the period ending on the last day of (i) any period in respect of which the Participant receives Separation Pay, as defined in the severance program in which the Participant participates, as applicable, or (ii) in the case of a Non-U.S. Participant, any notice period or “garden leave” or similar period mandated under employment or other laws in the jurisdiction where the Non-U.S. Participant is employed (such period, the “Separation Period”), or (ii) vest in a pro rata portion of the Award (determined in accordance with Section 7(d)) if the Vesting Date occurs after the end of the Separation Period; provided, however, the vesting contemplated under this Section 7(b) shall be subject to the Participant’s execution and non-revocation of a release in a form to be provided by the Company (the “Release”), releasing the Company Group and certain other persons and entities from certain claims and other liabilities, which Release must be effective and irrevocable within the time specified in the Release.
(c)Other Terminations. Except as otherwise provided in Sections 7 or 8 hereof, in the event the Participant voluntarily resigns his or her employment with the Company Group (other than due to Retirement) or is involuntarily terminated by a member of the Company Group for Cause prior to the Vesting Date, the Participant shall forfeit the right to any unvested Units and any Dividend Equivalents with respect to such Units.
(d)Determination of Pro Rata Award Opportunity. The pro rata portion of the Award that vests pursuant to Section 7 shall be determined by multiplying the number of Units subject to the Award by a fraction, the numerator of which is (A) in the case of an employment termination contemplated under Section 7(a), the number of full calendar days contained in the period commencing on, and including, the Grant Date and ending on, and including, the date the Participant’s employment with the Company Group terminates due to Retirement, Disability or by



reason of the Participant’s death, or (B) in the case of an employment termination contemplated under Section 7(b), the number of full calendar days contained in the period commencing on, and including, the Grant Date and ending on, and including, the last day of the Separation Period, and the denominator of which is the number of full calendar days commencing on the Grant Date and ending on, and including, the Vesting Date.
(e)Payment Timing of Award.
i.Termination Other Than Due to Death. The pro rata portion of the Award that vests pursuant to Section 7(a) (other than due to death) or Section 7(b) shall be paid to the Participant on the regularly scheduled Payment Date set forth in Section 6. For the avoidance of doubt, in the case of the Participant’s involuntary termination of employment by a member of the Company Group other than for Cause pursuant to Section 7(b), if the Participant does not execute a Release or a Release does not become effective and irrevocable in its entirety prior to the expiration of the time specified in the Release, the Participant shall not be entitled to any payments pursuant to this Section 7.
ii.Termination Due to Death. The pro rata portion of the Award that vests pursuant to Section 7(a) due to death shall be paid to the beneficiary designated by the Participant (or if the Participant has not designated a beneficiary, to the representative of the Participant’s estate) within sixty (60) days following the date of the Participant’s death, or where additional time is needed for administrative reasons, at such later time as is permitted under Section 409A of the Code.
8.Change in Control.
(a)Successor Company does not Assume or Substitute Award. In the event of a Change in Control prior to the Vesting Date, to the extent the successor company (or a subsidiary or parent thereof) does not assume or provide a substitute for the Award on substantially the same terms and conditions, all unvested Units subject to the Award shall become fully vested as of the Change in Control and shall be payable in cash based on the fair market value of the Stock on the date of the Change in Control on the regularly scheduled Payment Date set forth in Section 6; provided, however, that if the Participant’s employment with the Company Group or successor company (or a subsidiary or parent thereof), as applicable, is terminated due to the Participant’s death prior to the Payment Date, any portion of the Award that has not been paid shall be paid within sixty (60) days following the date of the Participant’s



death to the beneficiary designated by the Participant (or if the Participant has not designated a beneficiary, to the representative of the Participant’s estate), or where additional time is needed for administrative reasons, at such later time as is permitted under Section 409A of the Code.
(b)Involuntary Termination, Retirement, Disability or Death Following Assumption or Substitution of Award. In the event of a Change in Control prior to the Vesting Date, to the extent the successor company (or a subsidiary or parent thereof) assumes or provides a substitute for the Award on substantially the same terms and conditions, the existing vesting and payment schedule will continue to apply; provided, however, that, if within twenty-four (24) months following the date of a Change in Control, the Participant’s employment with the Company Group or successor company (or a subsidiary or parent thereof), as applicable, is terminated without Cause or due to Retirement, Disability, or death, the Award shall become fully vested and become payable (x) on the regularly scheduled Payment Date set forth in Section 6 or (y) in the case of the termination of the Participant’s employment with the Company Group or successor company (or a subsidiary or parent thereof), as applicable, due to death, within sixty (60) days following the date of the Participant’s death to the beneficiary designated by the Participant (or if the Participant has not designated a beneficiary, to the representative of the Participant’s estate), or where additional time is needed for administrative reasons, at such later time as is permitted under Section 409A of the Code.
9.Voting and Dividend Rights; Dividend Equivalents.
(a)Limitation on Rights. Prior to the issuance of any shares of Stock issuable pursuant to the Award, the Participant shall not have the right to vote or to receive any dividends with respect to such shares.
(b)Dividend Equivalents. Unless otherwise determined by the Committee, if a dividend is declared on the Stock during the period commencing on the Grant Date and ending on the date on which the Units are settled pursuant to the Award Agreement, the Participant shall be eligible to receive an amount equal to the dividend that the Participant would have received had the Stock underlying the Units been held by the Participant as of the record date for such dividend (a “Dividend Equivalent”). Any Dividend Equivalent credited pursuant to the foregoing provisions of this Section 9(b) shall be subject to the same vesting, payment and other terms, conditions and restrictions as the original Units to which they relate, including the obligation to satisfy the Tax-Related Items in accordance with Section 11 hereof; provided,



however, that the amount of any Dividend Equivalents shall not accrue interest and shall be paid in cash. For the avoidance of doubt, no Dividend Equivalent will be paid with respect to any Units that are forfeited.
10.Transfer Restrictions. The Award and the right to acquire Units and Dividend Equivalents are nontransferable (other than by will or by the laws of descent and distribution), and may not be transferred, sold, assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. Any attempt to effect any of the foregoing shall be null and void.
11.Responsibility for Taxes.
(a)The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company in its discretion to be an appropriate charge to Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant or vesting of the Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend Equivalents; and (2) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable



withholding obligations or rights with regard to all Tax-Related Items by one or a combination of the following:
i.withholding from the Participant’s wages or other cash compensation payable to the Participant by the Company and/or Employer;
ii.withholding shares of Stock that otherwise would be issued to the Participant upon settlement of the Units;
iii.withholding from proceeds of the sale of shares of Stock, through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent);
iv.requiring the Participant to make a payment in cash or by check;
v.any other method of withholding approved by the Company and permitted by applicable law and to the extent required by applicable laws or the Plan, approved by the Committee; or
vi.and in each case, under such rules as may be established by the Committee and in compliance with the Company’s insider trading policy;
provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) above.
(c)    The Company may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Participant will be deemed to have been



issued the full number of shares subject to the vested Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the shares of Stock or the proceeds from the sale of shares of Stock to the Participant if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.
12.Miscellaneous. The Award Agreement, including the Terms and Conditions (a) shall be binding upon and inure to the benefit of any successor to the Company; and (b) may not be amended or modified in any manner that materially and adversely impairs the rights of the Participant without the express written consent of both the Company and the Participant unless the amendment is required or advisable to facilitate compliance with applicable law, as determined in the sole discretion of the Company. Consent on behalf of the Company may only be given through a writing signed, dated and authorized by the Executive Vice President, Chief People Officer of S&P Global, which directly refers to the Terms and Conditions and the Award. No other modifications to the Terms and Conditions are valid under any circumstances. No contract or right of employment shall be implied by the Award. If the Award is assumed, or a new award is substituted therefore in any corporate reorganization, employment by such assuming or substituting corporation or by a parent corporation or subsidiary thereof shall be considered for all purposes of the Award to be employment by the Company.
13.Conditions to Issuance of Stock. Notwithstanding any provision of the Plan or the Award Agreement, unless there is an exemption from any registration, qualification or other legal or regulatory requirement applicable to the shares of Stock, the Company shall not be required to deliver any shares of Stock issuable upon vesting of the Units prior to the completion of any registration or qualification of, or regulatory requirement applicable to, the offering of shares under any U.S. or non-U.S. federal, state or local securities or exchange control law or under rules, rulings or regulations of the SEC or any other governmental or regulatory body, or prior to obtaining any approval or other clearance from any U.S. or non-U.S. federal, state or local governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Participant understands that the Company is under no obligation to register or qualify the offering of the shares of Stock with the SEC or any state or non-U.S. securities commission or to seek approval or clearance from any



governmental or regulatory authority for the issuance or sale of the shares of Stock. Further, the Participant agrees that the Company shall have unilateral authority to amend the Award Agreement without the Participant’s consent, to the extent necessary or advisable to facilitate compliance with securities or other laws applicable to the offering and issuance of shares of Stock.
14.Pay Recovery. By accepting the Award, including the Terms and Conditions, and as an additional condition of receiving the Award, the Participant acknowledges and agrees that the Units, whether vested or unvested, and/or shares of Stock, cash or other benefits acquired pursuant to the Award (and any proceeds therefrom) may be subject to reduction, cancellation, recovery, recoupment, forfeiture or other action (i) in accordance with the S&P Global Inc. Financial Statement Compensation Recoupment Policy, the Senior Executive Pay Recovery Policy of S&P Global, the S&P Ratings Services Pay Recovery Policy and/or any other Company clawback or similar policy in effect as of the date of the Award Agreement applicable to the Participant, or to the extent adopted following the date of the Award Agreement, any clawback policy that the Committee determines necessary, appropriate or advisable in light of applicable law, governance considerations or industry best practices, as such policies may be amended from time to time, (ii) if the Committee or the Company, as applicable, determines in its sole discretion that the Participant engaged in an act that is inimical to the best interests of the Company Group, or (iii) pursuant to applicable law, regulations or stock exchange listing standards (collectively, the “Recoupment Policies”). No such Recoupment Policy adoption or amendment thereto shall require the Participant’s prior consent. In order to satisfy any recoupment obligation arising under the Recoupment Policies, and without intending to limit the authority of the Company to enforce the recovery of compensation under the Recoupment Policies, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any Stock or other amounts acquired pursuant to the Award to re-convey, transfer or otherwise return such Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this Section 14 will be construed as an event giving rise to the Participant's right to resign for



“good reason” or “constructive termination” (or similar term) under any plan or policy of, or agreement with, the Company Group.
15.Trading Policy. By accepting the Award, including the Terms and Conditions, the Participant acknowledges and agrees that the Award shall be subject to the requirements of the S&P Global Inc. Securities Disclosure and Trading Policy, as in effect from time to time. In addition, the Participant acknowledges that the Participant’s jurisdiction of residence (and jurisdiction of employment, if different) may also have laws or regulations governing insider trading and that such laws or regulations may impose additional restrictions on the Participant’s ability to participate in the Plan by acquiring or selling shares of Stock acquired under the Plan and that the Participant is solely responsible for complying with such laws or regulations.
16.Data Privacy. By accepting the Award, including the Terms and Conditions, the Participant acknowledges and agrees that employee information, including financial information, may be collected by the Company, subject to applicable local data protection and employment law and the S&P Global Inc. Employee Privacy Policy (as in effect from time to time), in connection with its administration of these policies or complying with regulatory requirements. By accepting the Award, including the Terms and Conditions, the Participant agrees to submit their personal data, including financial information, and consents to the collection, transfer, retention or otherwise processing of such data by the Company and/or a third party service provider that may not be located in the same jurisdiction as the Participant, subject to applicable local data protection and employment law.
17.No Impact on Other Benefits. Any payment pursuant to the Award shall not be deemed compensation for purposes of computing benefits under any retirement plan of any member of the Company Group, and, except as the Committee may otherwise determine, shall not affect any benefits under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation, except as otherwise required pursuant to the terms of such other benefit plan.
18.Section 409A. The Award is intended to provide for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code and comply with Section 409A of the Code (“Section 409A”), and it shall be interpreted, administered and construed in accordance with this



intent. To the extent the period during which the payment of any Units conditioned on the Participant’s execution of a release can be made commences in one calendar year and ends in the subsequent calendar year, such Units shall be paid as soon as possible in the second calendar year. Notwithstanding the foregoing, if the Company determines that any provision of the Award Agreement or the Plan contravenes Section 409A or could cause the Participant to incur any tax, interest or penalties under Section 409A, the Committee may, in its sole discretion and without the Participant’s consent, modify such provision to (x) comply with, or avoid being subject to, Section 409A, or to avoid the incurrence of any taxes, interest and penalties under Section 409A, or (y) maintain, to the maximum extent practicable, the original intent and economic benefit to the Participant of the applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A. This Section 18 does not create an obligation of the Company to modify the Plan or the Award Agreement and does not guarantee that the Award will not be subject to taxes, interest and penalties under Section 409A.
19.Incorporation of Plan Provisions. The Award, including the Units covered by the Award and the shares of Stock, if any, to be issued hereunder, is made pursuant to the Plan and, except where specifically noted, the terms and conditions thereof are incorporated as if fully set forth herein. Any capitalized terms not otherwise defined herein shall have the meaning set forth for such terms in the Plan.
20.Governing Law and Venue. The Award and the Award Agreement shall be governed by the laws of the State of New York (U.S.A.), without giving effect to the conflict of law principles thereof. For the purposes of any action, lawsuit or other proceedings brought to enforce the Award Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the courts of the State of New York, or the federal courts for the United States for the Southern District of New York, and no other courts, where the Award of Units is made and/or to be performed.


Exhibit 10.4
S&P GLOBAL INC.
2019 STOCK INCENTIVE PLAN
2026 RESTRICTED STOCK UNIT AWARD AGREEMENT

GRANT NOTICE

S&P Global Inc., a New York corporation (“S&P Global” or the “Company”), has awarded to the employee named below (the “Participant” or “you”) the number of Restricted Stock Units (the “Units”) specified and on the terms set forth below (the “Award”). The Units are granted pursuant to the Company’s 2019 Stock Incentive Plan, as amended from time to time (the “Plan”), and are subject to all of the terms and conditions set forth in the Plan, this Restricted Stock Unit Award Agreement (the “Award Agreement”), including the Grant Notice section (the “Grant Notice”) of the Award Agreement and the Terms and Conditions section of the Award Agreement (the “Terms and Conditions”), which includes the S&P Global Agreement for the Protection of Company Interests (“Attachment A”), and any special terms and conditions applicable to the Participant’s jurisdiction of residence or employment included in the Non-U.S. Addendum made available to you at the same time as the Award Agreement (the “Non-U.S. Addendum”). Capitalized terms not expressly defined in the Award Agreement shall have the meanings set forth in the Plan.

Participant:    [    ]
Grant Date:    [    ]
Number of Restricted Stock Units:    [    ]

Vesting Schedule and Installments:

The Units shall vest in installments (the “Installments”) with respect to the percentage of the Number of Restricted Stock Units corresponding to the Installment as set forth below on the following dates (each, an “Installment Vesting Date,” and collectively, the “Installment Vesting Dates”), subject to the Participant’s continued employment with the Company or any of its Subsidiaries (collectively, the “Company Group”) through the applicable Installment Vesting Date, except as otherwise set forth in the Award Agreement.


Installment
Installment Vesting Dates
33%
[vest date]
33%
[vest date]
34%
[vest date]







TERMS AND CONDITIONS OF
2026 RESTRICTED STOCK UNIT AWARD

1.Grant of Award. The Award is subject to the Terms and Conditions set forth in this Section of the Award Agreement. The Award represents the right to receive one share of Stock for each Unit subject to the Award that vests, together with an amount in cash equal to the value of the Dividend Equivalents that accrue with respect to the Award. Upon grant of the Award, no stock or other certificate representing the Units or the shares of Stock issuable thereunder will be issued to or registered in the name of the Participant. The ultimate payment of the Award in the form of an issuance of shares of Stock and payment of the Dividend Equivalents thereon is contingent upon the satisfaction of the vesting conditions and other requirements set forth herein. The Participant does not have an absolute right to receive a fixed or determinable amount on the Grant Date.
2.Award Acceptance and Addenda.
(a)General. To be entitled to any payment under the Award, the Participant acknowledges and agrees that the Participant must accept and thereby agree to comply with the provisions of the Plan and the Award Agreement, which includes the Grant Notice and the Terms and Conditions, including Attachment A, and any provisions of the Non-U.S. Addendum applicable to the Participant which are incorporated herein and constitute a material and integral part of the Terms and Conditions.
(b)Post-Employment Obligations for Protection of Company Interests. The Participant acknowledges and agrees that the Participant is subject to additional terms and conditions set forth in Attachment A, which are hereby incorporated into, and are part of, the Terms and Conditions.
    The Participant acknowledges that the Participant has reviewed and understands the terms of Attachment A, and that, by accepting the Terms and Conditions in consideration of the Award, the Participant is accepting the terms of Attachment A, including all non-competition, non-solicitation of clients, non-solicitation of employees and confidentiality provisions therein.



(c)Non-U.S. Addendum. By accepting the Terms and Conditions, and notwithstanding any provisions to the contrary herein, the Participant further acknowledges and agrees that the Award shall also be subject to any special terms and conditions applicable to the Participant’s jurisdiction of residence (and jurisdiction of employment, if different) set forth in the Non-U.S. Addendum made available to the Participant at the same time as the Award Agreement and which special terms and conditions are hereby incorporated into, and are part of, the Terms and Conditions with respect to any Participant who resides and/or works in a jurisdiction located outside the United States (a “Non-U.S. Participant”).
Moreover, if the Participant transfers his or her residence and/or work location to another jurisdiction reflected in the Non-U.S. Addendum after the Grant Date, the terms and conditions for such jurisdiction will apply to the Participant to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the Award or the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer).
    The Participant acknowledges that the Participant has reviewed and understands the terms of the applicable sections of the Non-U.S. Addendum, and that, by accepting the Terms and Conditions in consideration of the Award, the Participant is accepting the terms in the applicable sections of the Non-U.S. Addendum.
3.Time Period to Accept Award. The Participant acknowledges and agrees that the Participant has up to ninety (90) days to accept the Award from the date the Award Agreement is first made available to the Participant on the website maintained by the Company’s equity administrator (the “Website”). The Participant further acknowledges and agrees that failure to timely accept the Award during the 90-day acceptance period will result in the forfeiture of the Award in its entirety and without exception effective immediately.
4.Electronic Delivery and Participation. The Participant acknowledges and agrees that he or she is accepting the Award by electronic means and that such electronic acceptance constitutes the Participant’s agreement to be bound by the Award Agreement, including all provisions of Attachment A and the sections of the Non-U.S. Addendum applicable to the Participant.



By accepting the Award, the Participant consents to receive any documents related to participation in the Plan and the Award by electronic delivery and to participate in the Plan through an online or electronic system, including the Website, established and maintained by the Company or another third party designated by the Company. The Participant also acknowledges that as of the Grant Date, the Plan and the Award Agreement set forth the entire understanding between the Participant and the Company regarding the grant to the Participant of the Units and any underlying shares of Stock and supersede all prior oral and written agreements on that subject.
5.Vesting Period Restrictions. Except as otherwise provided in Sections 7 and 8 hereof, the Units covered by the Award shall vest in accordance with the vesting schedule set forth in the Grant Notice.
6.Payment Timing. Except as otherwise provided in Sections 7 and 8 hereof, the Units subject to an Installment, together with any Dividend Equivalents that become payable thereon (as determined in accordance with Section 9 hereof), shall be paid to the Participant as soon as practicable within thirty (30) days following the Installment Vesting Date, or in the case of Non-U.S. Participants who are not subject to taxation under the laws of the United States, as soon as reasonably practicable following the Installment Vesting Date (the “Payment Date”), except that any fractional Units shall be carried forward and combined with other fractional Units and vest when the combined fractional Units equal a full Unit.
7.Termination of Employment During Vesting Period.
(a)Retirement, Disability or Death. In the event of the termination of the Participant’s employment with the Company Group prior to the final Installment Vesting Date due to (i) “Normal Retirement” or “Early Retirement” (each, as defined below, and together, “Retirement”); (ii) “Disability” (as defined under the Plan), or (iii) death, the Participant shall vest in a pro rata portion (determined in accordance with Section 7(d)) of the total number of Units subject to the Award that are unvested as of the date of termination of the Participant’s employment. “Normal Retirement” shall mean the voluntary termination of employment from the Company Group by the Participant on or after age 65 (or such other retirement age required by local law or contract with respect to a Non-U.S. Participant). “Early Retirement” shall mean the voluntary termination of employment from the Company Group by a Participant who is eligible



for an “Early Retirement Benefit” under the Employee Retirement Plan of S&P Global Inc. and its Subsidiaries (the “ERP”) (frozen to new participants effective as of April 1, 2012, and as amended and restated as of January 1, 2022) on or after attaining age 55, but before attaining age 65, after having completed at least 10 years of service with the Company Group. For the avoidance of doubt, Early Retirement, as defined above, only applies to grandfathered participants located within the United States who were eligible to participate in the ERP before the ERP was frozen. Notwithstanding the foregoing, a termination by the Participant shall not satisfy the requirements of a Retirement for purposes of this Section 7(a) if the Company has determined that a basis exists for the Participant’s termination of service for Cause at the time of the Participant’s termination.
(b)Involuntary Termination. In the event of the Participant’s involuntary termination of employment by a member of the Company Group other than for Cause prior to the final Installment Vesting Date, the Participant shall vest in any Installment of the Award that would otherwise vest during the period ending on the last day of (i) any period during which the Participant receives Separation Pay, as defined in the severance program in which the Participant participates, as applicable, or (ii) in the case of a Non-U.S. Participant, any notice period or “garden leave” or similar period mandated under employment or other laws in the jurisdiction where the Non-U.S. Participant is employed (such period, the “Separation Period”), and the Participant shall vest in a pro rata portion (determined in accordance with Section 7(d)) of the total number of Units subject to the Award that are unvested as of the last day of the Separation Period; provided, however, that, unless the Company in its sole discretion provides otherwise, the vesting contemplated under this Section 7(b) shall be subject to the Participant’s execution and non-revocation of a release in a form to be provided by the Company (the “Release”), releasing the Company Group and certain other persons and entities from certain claims and other liabilities, which Release must be effective and irrevocable within the time specified in the Release.
(c)Other Terminations. Except as otherwise provided in Sections 7 or 8 hereof, in the event the Participant voluntarily resigns his or her employment with the Company Group (other than due to Retirement) or is involuntarily terminated by a member of the Company Group for Cause prior to the final Installment Vesting Date, the Participant shall forfeit the right to any Units subject to any unvested Installments and any Dividend Equivalents with respect to such Units.



(d)Determination of Pro Rata Award Opportunity. The pro rata portion of the total number of unvested Units subject to the Award that vest pursuant to Section 7 shall be determined by multiplying (A) the total number of Units subject to the Award that are unvested as of (1) in the case of an employment termination contemplated under Section 7(a), the date the Participant’s employment with the Company Group terminates due to Retirement, Disability or by reason of the Participant’s death, or (2) in the case of an employment termination contemplated under Section 7(b), the last day of the Separation Period (in each case, the “Separation Date”), by (B) a fraction, the numerator of which is the number of full calendar days contained in the period commencing on, and including, the day following the most recently completed Installment Vesting Date occurring immediately prior to the Separation Date (or, if none, the Grant Date) and ending on, and including, the Separation Date, and the denominator of which is the number of full calendar days commencing on the most recently completed Installment Vesting Date occurring immediately prior to the Separation Date (or, if none, the Grant Date) and ending on, and including, the last Installment Vesting Date.
(e)Payment Timing of Award.
i.Termination Other Than Due to Death. The unvested Units subject to the Award that vest pursuant to Section 7(a) (other than due to death) or Section 7(b) shall be paid to the Participant on the next regularly scheduled Payment Date set forth in Section 6 with respect to the greatest number of vested Units not exceeding the number of Units that were otherwise eligible to vest on such Payment Date (without giving effect to the proration contemplated under Section 7(d)) and on the next subsequent Payment Date with respect to the remaining vested Units, if any. For the avoidance of doubt, in the case of a vesting acceleration event pursuant to Section 7(b), if the Participant does not execute a Release or a Release does not become effective and irrevocable in its entirety prior to the expiration of the time specified in the Release, the Participant shall not be entitled to any payments pursuant to this Section 7, unless the Company in its sole discretion provides otherwise.
ii.Termination Due to Death. The unvested Units subject to the Award that vest pursuant to Section 7(a) due to death shall be paid to the beneficiary designated by the Participant (or if the Participant has not designated a beneficiary, to the representative of the Participant’s estate) within sixty (60) days following the date of the Participant’s death, or where additional time is needed for administrative reasons, at such later time as is permitted under Section 409A of the Code.



8.Change in Control.
(a)Successor Company does not Assume or Substitute Award. In the event of a Change in Control prior to the end of any Installment Vesting Date, to the extent the successor company (or a subsidiary or parent thereof) does not assume or provide a substitute for the Award on substantially the same terms and conditions, all unvested Units subject to the Award shall become fully vested as of the Change in Control and shall be payable in cash based on the fair market value of the Stock on the date of the Change in Control on the regularly scheduled Payment Dates set forth in Section 6; provided, however, that if the Participant’s employment with the Company Group or successor company (or a subsidiary or parent thereof), as applicable, is terminated due to the Participant’s death prior to the Payment Date, any portion of the Award that has not been paid shall be paid within sixty (60) days following the date of the Participant’s death to the beneficiary designated by the Participant (or if the Participant has not designated a beneficiary, to the representative of the Participant’s estate), or where additional time is needed for administrative reasons, at such later time as is permitted under Section 409A of the Code.
(b)Involuntary Termination, Retirement, Disability or Death Following Assumption or Substitution of Award. In the event of a Change in Control prior to the end of any Installment Vesting Date, to the extent the successor company (or a subsidiary or parent thereof) assumes or provides a substitute for the Award on substantially the same terms and conditions, the existing vesting and payment schedule will continue to apply; provided, however, that, if within twenty-four (24) months following the date of a Change in Control, the Participant’s employment with the Company Group or successor company (or a subsidiary or parent thereof), as applicable, is terminated without Cause or due to Retirement, Disability, or death, the Award shall become fully vested and become payable (x) on the regularly scheduled Payment Dates set forth in Section 6 or (y) in the case of the termination of the Participant’s employment with the Company Group or successor company (or a subsidiary or parent thereof), as applicable, due to death, within sixty (60) days following the date of the Participant’s death to the beneficiary designated by the Participant (or if the Participant has not designated a beneficiary, to the representative of the Participant’s estate), or where additional time is needed for administrative reasons, at such later time as is permitted under Section 409A of the Code.
9.Voting and Dividend Rights; Dividend Equivalents.



(a)Limitation on Rights. Prior to the issuance of any shares of Stock issuable pursuant to the Award, the Participant shall not have the right to vote or to receive any dividends with respect to such shares.
(b)Dividend Equivalents. Unless otherwise determined by the Committee, if a dividend is declared on the Stock during the period commencing on the Grant Date and ending on the date on which the Units are settled pursuant to the Award Agreement, the Participant shall be eligible to receive an amount equal to the dividend that the Participant would have received had the Stock underlying the Units been held by the Participant as of the record date for such dividend (a “Dividend Equivalent”). Any Dividend Equivalent credited pursuant to the foregoing provisions of this Section 9(b) shall be subject to the same vesting, payment and other terms, conditions and restrictions as the original Units to which they relate, including the obligation to satisfy the Tax-Related Items in accordance with Section 11 hereof; provided, however, that the amount of any Dividend Equivalents shall not accrue interest and shall be paid in cash. For the avoidance of doubt, no Dividend Equivalent will be paid with respect to any Units that are forfeited.
10.Transfer Restrictions. The Award and the right to acquire Units and Dividend Equivalents are nontransferable (other than by will or by the laws of descent and distribution), and may not be transferred, sold, assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. Any attempt to effect any of the foregoing shall be null and void.
11.Responsibility for Taxes.
(a)The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company in its discretion to be an appropriate charge to Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant or vesting of the Units, the



subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend Equivalents; and (2) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination of the following:
i.withholding from the Participant’s wages or other cash compensation payable to the Participant by the Company and/or Employer;
ii.withholding shares of Stock that otherwise would be issued to the Participant upon settlement of the Units;
iii.withholding from proceeds of the sale of shares of Stock, through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent);
iv.requiring the Participant to make a payment in cash or by check; or
v.any other method of withholding approved by the Company and permitted by applicable law and to the extent required by applicable laws or the Plan, approved by the Committee;
vi.and in each case, under such rules as may be established by the Committee and in compliance with the Company’s insider trading policy;
provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or



other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) above.
(c)    The Company may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Participant will be deemed to have been issued the full number of shares subject to the vested Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the shares of Stock or the proceeds from the sale of shares of Stock to the Participant if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.
12.Miscellaneous. The Award Agreement, including the Terms and Conditions (a) shall be binding upon and inure to the benefit of any successor to the Company; and (b) may not be amended or modified in any manner that materially and adversely impairs the rights of the Participant without the express written consent of both the Company and the Participant unless the amendment is required or advisable to facilitate compliance with applicable law, as determined in the sole discretion of the Company. Consent on behalf of the Company may only be given through a writing signed, dated and authorized by the Executive Vice President, Chief People Officer of S&P Global, which directly refers to the Terms and Conditions and the Award. No other modifications to the Terms and Conditions are valid under any circumstances. No contract or right of employment shall be implied by the Award. If the Award is assumed, or a new award is substituted therefore in any corporate reorganization, employment by such assuming or substituting corporation or by a parent corporation or subsidiary thereof shall be considered for all purposes of the Award to be employment by the Company.
13.Conditions to Issuance of Stock. Notwithstanding any provision of the Plan or the Award Agreement, unless there is an exemption from any registration, qualification or other legal or



regulatory requirement applicable to the shares of Stock, the Company shall not be required to deliver any shares of Stock issuable upon vesting of the Units prior to the completion of any registration or qualification of, or regulatory requirement applicable to, the offering of shares under any U.S. or non-U.S. federal, state or local securities or exchange control law or under rules, rulings or regulations of the SEC or any other governmental or regulatory body, or prior to obtaining any approval or other clearance from any U.S. or non-U.S. federal, state or local governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Participant understands that the Company is under no obligation to register or qualify the offering of the shares of Stock with the SEC or any state or non-U.S. securities commission or to seek approval or clearance from any governmental or regulatory authority for the issuance or sale of the shares of Stock. Further, the Participant agrees that the Company shall have unilateral authority to amend the Award Agreement without the Participant’s consent, to the extent necessary or advisable to facilitate compliance with securities or other laws applicable to the offering and issuance of shares of Stock.
14.Pay Recovery. By accepting the Award, including the Terms and Conditions, and as an additional condition of receiving the Award, the Participant acknowledges and agrees that the Units, whether vested or unvested, and/or shares of Stock, cash or other benefits acquired pursuant to the Award (and any proceeds therefrom) may be subject to reduction, cancellation, recovery, recoupment, forfeiture or other action (i) in accordance with the S&P Global Inc. Financial Statement Compensation Recoupment Policy, the Senior Executive Pay Recovery Policy of S&P Global, the S&P Ratings Services Pay Recovery Policy and/or any other Company clawback or similar policy in effect as of the date of the Award Agreement applicable to the Participant, or to the extent adopted following the date of the Award Agreement, any clawback policy that the Committee determines necessary, appropriate or advisable in light of applicable law, governance considerations or industry best practices, as such policies may be amended from time to time, (ii) if the Committee or the Company, as applicable, determines in its sole discretion that the Participant engaged in an act that is inimical to the best interests of the Company Group, or (iii) pursuant to applicable law, regulations or stock exchange listing standards (collectively, the “Recoupment Policies”). No such Recoupment Policy adoption or



amendment thereto shall require the Participant’s prior consent. In order to satisfy any recoupment obligation arising under the Recoupment Policies, and without intending to limit the authority of the Company to enforce the recovery of compensation under the Recoupment Policies, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any Stock or other amounts acquired pursuant to the Award to re-convey, transfer or otherwise return such Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this Section 14 will be construed as an event giving rise to the Participant's right to resign for “good reason” or “constructive termination” (or similar term) under any plan or policy of, or agreement with, the Company Group.
15.Trading Policy. By accepting the Award, including the Terms and Conditions, the Participant acknowledges and agrees that the Award shall be subject to the requirements of the S&P Global Inc. Securities Disclosure and Trading Policy, as in effect from time to time. In addition, the Participant acknowledges that the Participant’s jurisdiction of residence (and jurisdiction of employment, if different) may also have laws or regulations governing insider trading and that such laws or regulations may impose additional restrictions on the Participant’s ability to participate in the Plan by acquiring or selling shares of Stock acquired under the Plan and that the Participant is solely responsible for complying with such laws or regulations.
16.Data Privacy. By accepting the Award, including the Terms and Conditions, the Participant acknowledges and agrees that employee information, including financial information, may be collected by the Company, subject to applicable local data protection and employment law and the S&P Global Inc. Employee Privacy Policy (as in effect from time to time), in connection with its administration of these policies or complying with regulatory requirements. By accepting the Award, including the Terms and Conditions, the Participant agrees to submit their personal data, including financial information, and consents to the collection, transfer, retention or otherwise processing of such data by the Company and/or a third party service provider that may not be located in the same jurisdiction as the Participant, subject to applicable local data protection and employment law.



17.No Impact on Other Benefits. Any payment pursuant to the Award shall not be deemed compensation for purposes of computing benefits under any retirement plan of any member of the Company Group, and, except as the Committee may otherwise determine, shall not affect any benefits under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation, except as otherwise required pursuant to the terms of such other benefit plan.
18.Section 409A. The Award is intended to provide for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code and comply with Section 409A of the Code (“Section 409A”), and it shall be interpreted, administered and construed in accordance with this intent. To the extent the period during which the payment of any Installment conditioned on the Participant’s execution of a release can be made commences in one calendar year and ends in the subsequent calendar year, such Installment shall be paid as soon as possible in the second calendar year. Notwithstanding the foregoing, if the Company determines that any provision of the Award Agreement or the Plan contravenes Section 409A or could cause the Participant to incur any tax, interest or penalties under Section 409A, the Committee may, in its sole discretion and without the Participant’s consent, modify such provision to (x) comply with, or avoid being subject to, Section 409A, or to avoid the incurrence of any taxes, interest and penalties under Section 409A, or (y) maintain, to the maximum extent practicable, the original intent and economic benefit to the Participant of the applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A. This Section 18 does not create an obligation of the Company to modify the Plan or the Award Agreement and does not guarantee that the Award will not be subject to taxes, interest and penalties under Section 409A.
19.Incorporation of Plan Provisions. The Award, including the Units covered by the Award and the shares of Stock, if any, to be issued hereunder, is made pursuant to the Plan and, except where specifically noted, the terms and conditions thereof are incorporated as if fully set forth herein. Any capitalized terms not otherwise defined herein shall have the meaning set forth for such terms in the Plan.
20.Governing Law and Venue. The Award and the Award Agreement shall be governed by the laws of the State of New York (U.S.A.), without giving effect to the conflict of law principles



thereof. For the purposes of any action, lawsuit or other proceedings brought to enforce the Award Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the courts of the State of New York, or the federal courts for the United States for the Southern District of New York, and no other courts, where the Award of Units is made and/or to be performed.




Exhibit 10.5

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN EXCLUDED.

S&P Dow Jones Indices
2026 LONG-TERM CASH
INCENTIVE COMPENSATION PLAN

I.PURPOSE

The purpose of the S&P Dow Jones Indices 2026 Long-Term Cash Incentive Compensation Plan (the “Plan”) is to provide Participants (as defined below) with the opportunity to earn long-term cash incentives based on the financial performance of S&P Dow Jones Indices LLC (“S&P Dow Jones Indices” or the “Company”).

For 2026, Participants may also have the opportunity to receive equity grants in the form of Performance Share Units (“PSUs”) and/or Restricted Stock Units (“RSUs,” and together with the PSUs, the “Units”) that are administered under the S&P Global Inc. 2019 Stock Incentive Plan (the “Equity Plan”). The purpose of the equity based awards is to strengthen the link between S&P Dow Jones Indices’ long-term success with SPGI (as defined below) shareholder interests.

The Plan is constructed to grant Participants cash awards that vest and are payable over time, conditioned on continued employment or service and the attainment of the 2026-2028 performance targets set forth in Article VII.

II.DEFINITIONS

For purposes of the Plan, the following terms shall have the meanings set forth in this Article II or as otherwise defined in the Plan:

AWARD. Any cash-based award granted pursuant to the Plan.

AWARD MATURITY DATE. December 31, 2028.

AWARD PAYMENT DATE. The date on which Payout of an Award is made.

CAGR. Compound Annual Growth Rate.

CLDC. The Compensation and Leadership Development Committee of the SPGI Board, or any successor committee thereto of the SPGI Board.

COMPANY BOARD. The Board of Directors of the Company.

1




COMPANY COMMITTEE. The Chief Executive Officer of S&P Dow Jones Indices; the Chief Financial Officer of S&P Dow Jones Indices; and the People Partner of S&P Dow Jones Indices.

DISABILITY. With respect to an Award, disability as defined under SPGI’s long-term disability plan applicable to the recipient of such Award, or if no such plan applies, that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than 12 months.

EARLY RETIREMENT. The voluntary termination of employment with the Employer by a Participant who is eligible for an “Early Retirement Benefit” under the Employee Retirement Plan of S&P Global Inc. and its Subsidiaries (the “ERP”) (frozen to new participants effective as of April 1, 2012, and as amended and restated as of January 1, 2022) on or after attaining age 55, but before attaining age 65, after having completed at least 10 years of service with the Employer. For the avoidance of doubt, Early Retirement, as defined herein, only applies to grandfathered participants located within the United States who were eligible to participate in the ERP before the ERP was frozen.

EBITA. Earnings Before Interest, Taxes and deal-related Amortization of S&P Dow Jones Indices.

EMPLOYER. Any of the following entities that employs the Participant: the Company, any subsidiaries thereof, SPGI or any affiliates thereof.

NON-U.S. PARTICIPANT. Any Participant who resides and/or works in a jurisdiction located outside the United States.

NORMAL RETIREMENT. The voluntary termination of employment with the Employer by a Participant on or after age 65 (or such other retirement age required by local law or contract with respect to a Non-U.S. Participant).

PARTICIPANT. An executive or other key employee of the Company or one or more of its subsidiaries, or a person who has agreed to commence serving in any of such capacities through secondment, leasing, or otherwise by SPGI or any of its affiliates, in each case who is designated in accordance with Article III to participate in the Plan.

PAYOUT. The final value of an Award to be paid to the Participant, calculated as set forth in Article VII based on performance over the Performance Period.

PERFORMANCE PERIOD. The period from January 1, 2026 through December 31, 2028.
RETIREMENT. Includes both Normal Retirement and Early Retirement, each as defined herein.
SPGI. S&P Global Inc.

SPGI BOARD. The Board of Directors of SPGI.

III.ELIGIBILITY

Participants will be selected in the sole discretion of the Company Board and may include the following persons:

2




Those individuals who have been assigned to grades 14 and above within the job leveling structure of SPGI;
Those executives who are expected to have significant impact on results of S&P Dow Jones Indices; and
Those individuals who are expected to impact the long-term strategy of S&P Dow Jones Indices.

Notwithstanding the above, if an individual selected by the Company Board to be a Participant is an employee of the Employer and an executive officer of SPGI (an “SPGI EO”), such individual’s participation in the Plan shall be subject to the approval of the CLDC.

IV.AWARDS

The size of individual Awards will vary by Participant, including as a result of grade level, performance and assessed potential of the individual and business performance.

All Awards will be subject to the Participant’s acceptance of an Award, and thereby the terms and conditions of the Plan, including any applicable addenda, as set forth in Articles V and VI. Any Payout under an Award will be subject to satisfaction of the performance measures set forth in Article VII and, except as otherwise provided in Article X, the Participant’s continued employment or service through the Award Maturity Date.

V.AWARD ACCEPTANCE

To be entitled to an Award and any Payout pursuant to an Award, the Participant must electronically accept the Award on a website maintained by SPGI’s or the Company’s equity administrator or another third-party designated by SPGI or the Company (the “Website”).

The Participant has up to ninety (90) days to accept an Award from the date the Award grant information and the Plan is first made available on the Website. The Participant’s failure to timely accept an Award during the 90-day acceptance period will result in forfeiture of the Award in its entirety and without exception effective immediately.

By electronically accepting an Award, the Participant consents to receive any documents related to the Award and his or her participation in the Plan by electronic delivery and to participate in the Plan through an online or electronic system, including the Website, established and maintained by SPGI or the Company or another third party designated by SPGI or the Company.

VI.AWARD ADDENDA

By accepting an Award, the Participant agrees to comply with and be bound by the terms and conditions of the Plan, including all applicable provisions of the following addenda, which are incorporated herein and constitute a material and integral part of the Plan as further set forth below:

(i)Post-Employment Obligations for Protection of Company Interests. By accepting an Award, the Participant acknowledges and agrees that the additional terms and conditions set forth in the S&P Global Agreement for the Protection of Company Interests (“Attachment A”), are hereby incorporated into, and are part of, the Plan.
3





The Participant acknowledges that the Participant has reviewed and understands the terms of Attachment A, and that, by accepting an Award, the Participant is accepting the terms of Attachment A, including all non-competition, non-solicitation of clients, non-solicitation of employees and confidentiality provisions therein.

(ii)Non-U.S. Addendum. By accepting an Award, and notwithstanding any provisions to the contrary herein, the Participant further acknowledges and agrees that the Award shall also be subject to any special terms and conditions applicable to the Participant’s jurisdiction of residence (and jurisdiction of employment or service, if different) set forth in the Non-U.S. Addendum made available to the Participant at the same time as the Plan and which special terms and conditions are hereby incorporated into, and are part of, the Plan with respect to any Non-U.S. Participant.

Moreover, if the Participant transfers his or her residence and/or work location to another jurisdiction reflected in the Non-U.S. Addendum after the grant date, the terms and conditions for such jurisdiction will apply to the Participant to the extent the Company or SPGI determines that the application of such terms and conditions is necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of an Award or the Plan (or the Company or SPGI may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer).

The Participant acknowledges that the Participant has reviewed and understands the terms of the applicable sections of the Non-U.S. Addendum, and that, by accepting such terms and conditions in consideration of an Award, the Participant is accepting the terms in the applicable sections of the Non-U.S. Addendum.

VII.PERFORMANCE PERIOD & PERFORMANCE MEASURES

Cash Payouts to the Participant can range from 0% to 200% of the original Award value based on the achievement of the S&P Dow Jones Indices performance measures during the Performance Period. The final Payout will be determined 100% on S&P Dow Jones Indices’ overall performance against its 3-year EBITA growth target for the Performance Period as shown below.

As it pertains to the EBITA performance measure, the final Payout is determined in accordance with the table set forth below, with a straight line interpolation of performance between the points in the table.

4




3-Year EBITA Performance Goal
EBITA
Growth (3-Yr CAGR)
EBITA
($M)
Payment
[***]%$[***] or Below0%
[***]%$[***]50%
[***]%$[***]
100%
Target
[***]%$[***]150%
[***]% or
Above
$[***] or AboveUp to
200%

The Company Board (or the CLDC, as applicable) may amend or modify the EBITA performance goal (A) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development affecting the Company or any of its subsidiaries, divisions or operating units (to the extent applicable to such performance measure and corresponding performance goal) or (B) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company or any of its subsidiaries, divisions or operating units (to the extent applicable to such performance measure and corresponding performance goal), or the financial statements of the Company or any of its subsidiaries, divisions or operating units (to the extent applicable to such performance measure and corresponding performance goal), or of changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles, law or business conditions; provided, however, that any action by the Company Board under this sentence shall apply to the Participant who is an SPGI EO only with the approval of the CLDC. In addition, the Company Board, with the approval of the CLDC, may in connection with the selection of the Participant who is an SPGI EO modify the targets of payment percentages applicable to the SPGI EO.

Cash Payouts will be calculated after final financial results for the Performance Period are determined and will be paid in accordance with Article VIII after the Company Board (or the CLDC, as applicable) has certified in writing that the performance measures for the Performance Period have been achieved.

The Company Committee will approve all results and Payout calculations, subject to formal approval by the Company Board (or the CLDC, as applicable), which may, in its discretion, exercise negative discretion to reduce the amount of, or eliminate, a payment that would otherwise be payable. Awards and payments for Awards made to the Participant who is an SPGI EO will be made only after the CLDC (i) has certified that the performance measures for the Performance Period have been achieved and (ii) has approved the Payout (including, without limitation, any reduction or elimination of the Payout through the exercise of negative discretion).

If the performance goals are not achieved, then no Payouts will be paid in respect of Awards pursuant to the Plan.

5




VIII.PAYMENT OF CASH AWARDS

Except as provided in Article X, in order to receive a Payout, the Participant must be an active employee of the Employer through the Award Maturity Date. The Participant will receive calculated Payouts between January 1, 2029 and March 15, 2029, or in the case of Non-U.S. Participants who are not subject to taxation under the laws of the United States, as soon as reasonably practicable following March 15, 2029. The Participant shall not have the right to interest on Awards during the Performance Period. Payouts with respect to Awards shall be made in cash and are subject to all applicable tax withholding.

IX.CHANGE IN CONTROL

In connection with any actual or potential change in control of the Company, as determined by the SPGI Board (a “Change in Control”), the SPGI Board will take all actions hereunder as it may determine necessary or appropriate to treat the Participant equitably hereunder, including, without limitation, the modification or waiver of applicable performance measures, the Performance Period, or cash awards, notwithstanding the terms of any Award, and may create a fund, a trust or other arrangement intended to secure the payment of such Award; provided, however, that no such action shall accelerate the timing of an Award Payment Date.

X.TERMINATION OF SERVICE

If the Participant’s employment or service with the Employer is terminated before the Award Maturity Date for reasons of death, Retirement, Disability or job elimination/redundancy, the Participant’s Payout will be calculated based on actual performance over the Performance Period and prorated to reflect the number of full calendar days of employment or service during the Performance Period, plus, in the event of a termination due to job elimination/redundancy only, (i) the number of full calendar days in the Performance Period during which the Participant receives Separation Pay, as defined in the severance program in which the Participant participates, as applicable, or (ii) in the case of a Non-U.S. Participant, any notice period or “garden leave” or similar period mandated under employment or other laws in the jurisdiction where the Non-U.S. Participant is employed; provided, however, that, in the case of job elimination/redundancy, unless the Company in its sole discretion provides otherwise, the Participant’s Payout shall be subject to the Participant’s execution and non-revocation of a release in a form to be provided by the Company (the “Release”), releasing the Company and its subsidiaries and SPGI and its subsidiaries and their respective affiliates and certain other persons and entities from certain claims and other liabilities, which Release must be effective and irrevocable within the time specified in the Release. Such prorated Payouts will be paid on the Award Payment Date in accordance with Article VIII. Notwithstanding the foregoing, in the event of the Participant’s termination of employment or service prior to the Award Maturity Date due to death, the prorated Payout will be calculated based on an assumed target level of performance for the Performance Period, and such prorated Payout will be paid to the beneficiary designated by the Participant (or if the Participant has not designated a beneficiary, to the representative of the Participant’s estate), within sixty (60) days following the date of the Participant’s death, or where additional time is needed for administrative reasons, at such later time as is permitted under Section 409A (as defined below).

In the event the Participant’s employment or service with the Employer is terminated for Cause, or if the Participant voluntarily terminates his or her employment or service (other than due to Retirement) with the Employer before the Award Maturity Date, the Participant will not be entitled to
6




any Payout in respect of such Award, unless otherwise determined by the Company Board (or the CLDC, as applicable).

For purposes of the Plan, “Cause” shall have the meaning set forth in the Equity Plan; provided, however, that in no event shall unsatisfactory job performance alone be deemed to be “Cause”; and provided further, that no termination of employment or service that is carried out at the request of a person seeking to accomplish a Change in Control (as determined by the SPGI Board) or otherwise in anticipation of a Change in Control (as determined by the SPGI Board) shall be deemed to be for “Cause”.

XI.SPECIAL AWARDS AND OTHER PLANS

Nothing contained in the Plan shall prohibit the Company or any of its subsidiaries from granting special performance or recognition awards, under such conditions and in such form and manner as it sees fit, to employees (including the Participant) for meritorious employment or service of any nature; provided, however, that any such grant of a special performance or recognition award to an individual who is an SPGI EO shall require the approval of the CLDC.

In addition, nothing contained in the Plan shall prohibit the Company or any of its subsidiaries from establishing other incentive compensation plans providing for the payment of incentive compensation to employees (including the Participant).

XII.ADMINISTRATION, AMENDMENT AND INTERPRETATION OF THE PLAN

The Company Board (or the CLDC, as applicable) shall have the right to amend the Plan from time to time or to repeal it entirely, or to direct the discontinuance of Awards either temporarily or permanently; provided, however, that:

(i)no amendment, alteration, discontinuation or termination shall be made to the Plan which would annul rights of a Participant under an Award theretofore granted, without the Participant’s consent; and

(ii)In the event the Plan is terminated before the last day of the Performance Period, Awards will be prorated on the basis of the ratio of the number of full calendar days in such Performance Period prior to such termination to the number of full calendar days in the Performance Period and will be paid in accordance with Article VIII.

The Plan will be administered by the Company Board; provided, however, that (i) the Company Committee, the SPGI Board and the CLDC shall be permitted to make certain determinations under the Plan as set forth herein and (ii) actions related to the grant or Payout of an Award to the Participant who is an SPGI EO shall require the approval of the CLDC. The decisions of the Company Board, the Company Committee, the SPGI Board or CLDC, as applicable, with respect to any questions arising in connection with the administration or interpretation of the Plan shall be final, conclusive and binding. In the event of any conflict between a determination of the Company Board or the Company Committee, on the one hand, and the SPGI Board or CLDC, on the other, the determination of the SPGI Board or CLDC, as applicable, shall be final, conclusive and binding. Neither the Company nor SPGI (or any subsidiary, affiliate, director, employee or other service provider thereof) makes any representation to any Participant with respect to the
7




application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to such Participant’s Awards.

XIII.RESPONSIBILITY FOR TAXES

The Participant acknowledges that, regardless of any action taken by SPGI, the Company or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to an Award granted to the Participant and legally applicable to the Participant or deemed by the Company in its discretion to be an appropriate charge to the Participant even if legally applicable to SPGI, the Company or the Employer (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that SPGI, the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of an Award, including, but not limited to, the grant, vesting or payment of an Award; and (2) do not commit to and are under no obligation to structure the terms of an Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that SPGI, the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to SPGI and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of SPGI and/or the Employer. In this regard, the Participant authorizes SPGI and/or the Employer, or their respective agents, at their discretion, to withhold all applicable taxes legally payable by the Participant from the Participant’s wages or other cash compensation paid to the Participant by SPGI and/or the Employer, including cash paid in settlement of an Award. Further, if the Participant has become subject to tax (including, without limitation, social security contributions or the like) in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Participant acknowledges that SPGI and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. The Participant agrees to hold SPGI and/or the Employer (or former employer, as applicable) harmless in this respect.

SPGI, the Company or the Employer may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund of any over-withheld amount in cash from SPGI and/or the Employer; otherwise, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. In the event of under-withholding, the Participant may be required to pay any additional Tax-Related Item directly to the applicable tax authority or to SPGI and/or the Employer. SPGI or the Company may refuse to make a payment under an Award to the Participant if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.
XIV.GOVERNING LAW AND VENUE

The Plan and the grant of an Award shall be governed by the laws of the State of New York (U.S.A.), without giving effect to the conflict of law principles thereof. For the purposes of any action, lawsuit or other proceedings brought to enforce the Plan, relating to it, or arising from it, the
8




parties hereby submit to and consent to the sole and exclusive jurisdiction of the courts of the State of New York, or the federal courts for the United States for the Southern District of New York, and no other courts, where an Award is made and/or to be performed.

XV.TRANSFER RESTRICTIONS

This Award is nontransferable (other than by will or by the laws of descent and distribution), and may not be transferred, sold, assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. Any attempt to effect any of the foregoing shall be null and void.

XVI.MISCELLANEOUS

i.All expenses and costs in connection with the operation of the Plan shall be borne by the Company.

ii.Unless otherwise determined by the Company Board, all Awards will be paid from the Company’s general assets, and nothing contained in the Plan will require the Company to set aside or hold in trust any funds for the benefit of any Participant, who will have the status of a general unsecured creditor of the Company.

iii.By accepting an Award, and as an additional condition of receiving an Award, the Participant acknowledges and agrees that an Award, and Payout pursuant to an Award, may be subject to reduction, cancellation, recovery, recoupment, forfeiture or other action (i) in accordance with the S&P Global Inc. Financial Statement Compensation Recoupment Policy, the Senior Executive Pay Recovery Policy of S&P Global, the S&P Ratings Services Pay Recovery Policy and/or any other Company or SPGI clawback or similar policy in effect as of the grant date of an Award applicable to the Participant, or to the extent adopted following the grant date of an Award applicable to the Participant, any clawback policy that the Company Committee, Company Board or SPGI Board (or a committee thereof) determines necessary, appropriate or advisable in light of applicable law, governance considerations or industry best practices, as such policies may be amended from time to time, (ii) if the Company Committee or the Company, as applicable, determines in its sole discretion that the Participant engaged in an act that is inimical to the best interests of the Company or its subsidiaries or SPGI or its affiliates, or (iii) pursuant to applicable law, regulations or stock exchange listing standards (collectively, the “Recoupment Policies”). No such Recoupment Policy adoption or amendment thereto shall require the Participant’s prior consent. In order to satisfy any recoupment obligation arising under the Recoupment Policies, and without intending to limit the authority of the Company to enforce the recovery of compensation under the Recoupment Policies, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company or SPGI to hold any amounts acquired pursuant to the Award to re-convey, transfer or otherwise return such amounts to the Company upon the Company’s or SPGI’s enforcement of the Recoupment Policy. No recovery of compensation as described in this paragraph will be construed as an event giving rise to the Participant's right to resign for “good reason” or “constructive termination” (or similar term) under any plan or policy of, or agreement with, the Company or its subsidiaries or SPGI or its affiliates.

9




iv.Awards issued under the Plan are intended to provide for the “deferral of compensation” within the meaning of Section 409A of the Code (“Section 409A”) and comply with Section 409A, and the Plan shall be interpreted, administered and construed in accordance with this intent. Notwithstanding the foregoing, if the Company or SPGI determines that any provision of the Plan contravenes Section 409A or could cause the Participant to incur any tax, interest or penalties under Section 409A, the Company Committee may, in its sole discretion and without the Participant’s consent, modify such provision to (x) comply with, or avoid being subject to, Section 409A, or to avoid the incurrence of any taxes, interest and penalties under Section 409A, or (y) maintain, to the maximum extent practicable, the original intent and economic benefit to the Participant of the applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A. The foregoing does not create an obligation of the Company or SPGI to modify the Plan terms and does not guarantee that an Award will not be subject to taxes, interest and penalties under Section 409A.

v.The Plan will not confer upon any Participant any right with respect to continuance of employment or service with the Employer, nor will it interfere in any way with any right the Employer would otherwise have to terminate or modify the terms of such Participant’s employment or service at any time.

vi.If any provision in the Plan is held to be invalid or unenforceable, no other provision of the Plan will be affected thereby.

vii.The Plan is hereby adopted as of February 24, 2026.
10

Exhibit (15)


The Board of Directors and Shareholders of
S&P Global Inc.

We are aware of the incorporation by reference in the following Registration Statements:
1.Registration Statement on Form S-8 (No. 33-49743) pertaining to the 1993 Key Employee Stock Incentive Plan,
2.Registration Statements on Form S-8 (No.333-30043 and No. 333-40502) pertaining to the 1993 Employee Stock Incentive Plan,
3.Registration Statement on Form S-8 (No. 333-92224) pertaining to the 2002 Stock Incentive Plan,
4.Registration Statement on Form S-8 (No. 333-116993) pertaining to the Amended and Restated 2002 Stock Incentive Plan,
5.Registration Statement on Form S-8 (No. 333-06871) pertaining to the Director Deferred Stock Ownership Plan,
6.Registration Statement on Form S-8 (No. 33-50856) pertaining to the Savings Incentive Plan of McGraw-Hill, Inc. and its Subsidiaries, the Employee Retirement Account Plan of McGraw-Hill, Inc. and its Subsidiaries, the Standard & Poor's Savings Incentive Plan for Represented Employees, the Standard & Poor's Employee Retirement Account Plan for Represented Employees, the Employees' Investment Plan of McGraw-Hill Broadcasting Company, Inc. and its Subsidiaries,
7.Registration Statement on Form S-8 (No. 333-126465) pertaining to the Savings Incentive Plan of The McGraw-Hill Companies, Inc. and its Subsidiaries, the Employee Retirement Account Plan of The McGraw-Hill Companies, Inc. and its Subsidiaries, the Standard & Poor's Savings Incentive Plan for Represented Employees, and the Standard & Poor's Employee Retirement Account Plan for Represented Employees,
8.Registration Statement on Form S-8 (No. 333-157570) pertaining to the 401(k) Savings and Profit Sharing Plan of The McGraw-Hill Companies, Inc. and its Subsidiaries,
9.Registration Statement on Form S-8 (No. 333-167885) pertaining to the Amended and Restated 2002 Stock Incentive Plan,
10.Registration Statement on Form S-8 (No. 333-231476) pertaining to the S&P Global Inc. 2019 Stock Incentive Plan S&P Global Inc. Amended and Restated Director Deferred Stock Ownership Plan; and
11.Registration Statement on Form S-4 (No. 333-251999) and the related Prospectus of S&P Global Inc.
12.Registration Statement on Form S-8 POS (No. 333-251999) pertaining to IHS Markit Ltd. 2014 Equity Incentive Award Plan and IHS Markit Ltd. 2004 Long-Term Incentive Plan
13.Registration Statement on Form S-4 (No. 333-269236) and the related Prospectus of S&P Global Inc.
14.Registration Statement on Form S-4 (No. 333-269237) and the related Prospectus of S&P Global Inc.
15.Registration Statement on Form S-4 (No. 333- 280788) and the related Prospectus of S&P Global Inc.

of our report dated April 28, 2026 relating to the unaudited consolidated interim financial statements of S&P Global Inc., which are included in its Form 10-Q for the quarter ended March 31, 2026.

/s/ ERNST & YOUNG LLP

New York, New York
April 28, 2026




Exhibit (31.1)
Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
I, Martina L. Cheung, certify that:
1.I have reviewed this quarterly report on Form 10-Q of S&P Global Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date: April 28, 2026
/s/ Martina L. Cheung
Martina L. Cheung
President and Chief Executive Officer



Exhibit (31.2)
Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
I, Eric W. Aboaf, certify that:
1.I have reviewed this quarterly report on Form 10-Q of S&P Global Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date: April 28, 2026
/s/ Eric W. Aboaf
Eric W. Aboaf
Executive Vice President and Chief Financial Officer



Exhibit (32)
Certifications pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, each of the undersigned officers of S&P Global Inc. (the “Company”), does hereby certify, to such officer's knowledge, that:
This quarterly report on Form 10-Q of the Company for the quarter ended March 31, 2026 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
The information contained in this quarterly report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date: April 28, 2026
/s/ Martina L. Cheung
Martina L. Cheung
President and Chief Executive Officer
Date: April 28, 2026
/s/ Eric W. Aboaf
Eric W. Aboaf
Executive Vice President and Chief Financial Officer
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.