msci-20260127

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 27, 2026

MSCI Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-33812

13-4038723

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

7 World Trade Center,

250 Greenwich Street, 49th Floor,

New York,

New York

10007

(Address of principal executive offices) (Zip Code)

(212) 804-3900

(Registrant's telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MSCI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 1.01 Entry into a Material Definitive Agreement.

On January 27, 2026, MSCI Inc. and its subsidiary MSCI Limited (together, “MSCI”) and BlackRock Fund Advisors (together with certain of its affiliates, the “Licensee”) entered into an amendment (the “Amendment”) to the Master Index License Agreement for Exchange Traded Funds, dated October 1, 2022, and Schedule No. 1 thereto (together, the “Existing ETF Agreements”). The Amendment extends the term of the Existing ETF Agreements until March 31, 2035 and, thereafter, the term of each Existing ETF Agreement is subject to auto-renewal for successive three-year periods unless MSCI or the Licensee provides written notice of termination prior to the end of the then-current term.

Pursuant to the Amendment, MSCI will continue to license to the Licensee the right to use certain MSCI equity indexes as the basis of exchange-traded funds (each, a “Fund” and together, the “Funds”). The Licensee will continue to pay MSCI a periodic license fee calculated based on the amount of assets under management (“AUM”) for the particular Fund during the relevant license period and the Fund’s expense ratio. Beginning on January 1, 2026, with additional changes effective January 1, 2027, the Amendment revises license fees payable to MSCI by certain Funds, with changes that vary based on the expense ratio and AUM of each such Fund. The Amendment does not otherwise make material changes to the existing fee constructs in the Existing ETF Agreements. The revised fee structure aims to enable continued growth through the price and volume tradeoff over the long-term.

On February 5, 2025, BlackRock filed a Schedule 13G/A with the SEC disclosing that it exercises investment discretion over 5,400,012 shares of MSCI's common stock, par value $0.01 (“Common Stock”) as of December 31, 2024 or 7.3% of MSCI's outstanding Common Stock based on the total number of shares of Common Stock as of December 31, 2025.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.			Description
Exhibit 10.1†			Amendment to Index License Agreement for Exchange Traded Funds, dated as of January 27 , 2026, between MSCI Inc., MSCI Limited and BlackRock Fund Advisors
Exhibit 104			Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL).

† Certain confidential portions of this Exhibit have been omitted pursuant to Item 601(b) of Regulation S-K because the identified confidential portions (i) are not material and (ii) are of the type that MSCI treats as private or confidential.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	MSCI Inc.


Date: January 28, 2026	By:	/s/ Henry A. Fernandez
	Name:	Henry A. Fernandez
	Title:	Chairman and Chief Executive Officer

Exhibit 10.1

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

AMD_00387911.0

AMENDMENT

Date of this Amendment: January 1, 2026 (“Effective Date”)

This AMENDMENT (“Amendment”) between MSCI Inc., MSCI Limited (collectively, “MSCI”) and BlackRock Fund Advisors (“Licensee”) hereby amends the following agreements:

(i)the Master Index License Agreement for Exchange Traded Funds dated October 1, 2022 (the “ETF Agreement”) (internal MSCI reference: Master-IXF_00269418.0); and

(ii)Schedule No. 1 to the Master Index License Agreement for Exchange Traded Funds dated October 1, 2022 (“Schedule No. 1) (internal MSCI reference: SCA_00267309.0).

(collectively, the “Agreements”).

Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed in the Agreement(s), and/or any terms and conditions incorporated into the Agreements.

For the purposes of this Amendment, references to MSCI in the Agreements and this Amendment shall mean MSCI Limited with respect to the Non-US License (as defined below) and MSCI Inc. with respect to the US License (as defined below). Notwithstanding anything to the contrary, it is acknowledged and agreed that MSCI Inc. is entering into this Amendment solely with respect to, and responsible for, the Services received by or licenses granted to Licensee within the United States (“US License”) and MSCI Limited is entering into this Amendment solely with respect to, and responsible for, the Services received by or licenses granted to Licensee outside of the United States (“Non-US License”). Notwithstanding anything to the contrary in the Agreements and that both licenses may be incorporated into this Amendment, MSCI Inc. is not obligated to perform and does not guarantee the performance of the Non-US License and MSCI Limited is not obligated to perform and does not guarantee the performance of the US License.

1.As of the Effective Date, the parties agree to the following amendments to the Agreements:

A.The ETF Agreement is amended as follows:

•The first sentence of Section 2 is deleted and replaced with the following: The term of this Agreement shall commence on October 1, 2022 and shall continue until March 31, 2035.

B.Schedule No. 1 is amended as follows and reflected in the restated Exhibit A attached below:

•All [***] and [***] are removed from Fee Models 1, 2, 3, 4, 5, 6, 7, 8, 9, 12, 14 and 15.

•A [***] shall apply [***] to Fee Models 1, 2, 3, 4, 5, 6, 7, 8, 9, 12, 14 and 15 which shall be defined as follows:

oAll Funds subject to the above referenced Fee Models (separately) will have a [***] and the License Fees for each applicable Fund shall [***] during [***]

oFunds with [***] will have a [***] on [***]

By way of examples only:

Fund 1's [***]

Fund 2's [***]

Fund 3's [***]

•iShares Core MSCI World UCITS ETF: Beginning on January 1, 2026, the [***] for this Fund will be [***].

•Fee Models 10, 11, and 13 will remain unchanged in the fee calculation for each Fund based on [***]. All [***]

A-1

will be [***]. However, all Funds subject to these fee models will be subject to a [***], such that the License Fees for each applicable Fund shall [***] during [***].

•Additionally, for the period beginning on January 1, 2026 and ending on December 31, 2027, [***] will [***] and MSCI will [***], [***]. For the avoidance of doubt, the [***] will apply during this period.

•In Section II.C.3 of Schedule No. 1 all references to [***] shall be changed to [***].

C.For the avoidance of doubt, the Initial [***] Fee Model set forth in AMD_00356637.0 shall remain unchanged by this Amendment, provided that when License Fee Model 4 as referenced therein applies it shall be License Fee Model 4 as modified by this Amendment.

2.To the extent that any terms of this Amendment conflict with any terms of the Agreements, the terms of this Amendment will control.

3.Except as expressly set forth herein, the Agreements shall remain unchanged, and in full force and effect, including, but not limited to, the [***], the [***], and the [***].

Notwithstanding anything to the contrary in the Agreements or otherwise, the parties hereby agree that an authorized representative of either party may execute this Amendment using an electronic signature, and any such electronic signature shall be deemed effective, binding and enforceable against such party.


BlackRock Fund Advisors			MSCI Inc.
By /s/Daniel Dunay			By /s/ Jessica Mawhinney
Name Daniel Dunay			Name Jessica Mawhinney
Title Managing Director			Title Executive Director
Date December 20, 2025			Date January 26, 2026

			MSCI Limited
			By /s/ Dorothy Chan
			Name Dorothy Chan
			Title Vice President
			Date January 27, 2026

A-2

Exhibit A of Schedule 1 – License Fee Models are hereby fully restated and shall replace the prior Exhibit A, which is deleted and superseded in its entirety.

EXHIBIT A LICENSE FEE MODELS

I.Terms and conditions applicable to the license fee models:

1.Currency. Unless expressly indicated otherwise, all license fee models use only US dollars as currency.

2.[***]. Where any license fee model specifies a [***], the License Fee for each applicable Fund will not be less than the specified [***] during [***]

3.AUM Tiers. Where any license fee model is [***], the License Fees set forth in each tier shall be calculated [***]. For example, if the [***] License Fees for [***] are [***], then the License Fees for [***] would be [***].

4.[***]. Notwithstanding anything to the contrary, [***] shall be subject to [***] (the “[***]”), which shall be paid [***]. If the [***] are [***] during [***], then the [***] for [***] shall [***]. “[***]” means the [***].

II.License Fee Models

1.License Fee Model 1


[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]

•Solely for this license fee model, a [***] shall apply [***] which shall be defined as follows:

oAll Funds subject to the above referenced Fee Models (separately) will have a [***] and the License Fees for each applicable Fund shall [***] during [***]

A-3

oFunds with [***] will have a [***] on [***]

2.License Fee Model 2


[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]

•Solely for this license fee model, a [***] shall apply [***] which shall be defined as follows:

oAll Funds subject to the above referenced Fee Models (separately) will have a [***] and the License Fees for each applicable Fund shall [***] during [***]

oFunds with [***] will have a [***] on [***]

3.License Fee Model 3


[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]

•Solely for this license fee model, a [***] shall apply [***] which shall be defined as follows:

oAll Funds subject to the above referenced Fee Models (separately) will have a [***] and the License Fees for each applicable Fund shall [***] during [***]

oFunds with [***] will have a [***] on [***]

A-4

oFunds with [***] will have a [***] on [***].

•iShares Core MSCI World UCITS ETF: Beginning on January 1, 2026 and ending on December 31, 2026, the [***] for this Fund will be [***].

4.License Fee Model 4


[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]

•Solely for this license fee model, a [***] shall apply [***] which shall be defined as follows:

oAll Funds subject to the above referenced Fee Models (separately) will have a [***] and the License Fees for each applicable Fund shall [***] during [***]

oFunds with [***] will have a [***] on [***]

5.License Fee Model 5


[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]

•Solely for this license fee model, a [***] shall apply [***] which shall be defined as follows:

oAll Funds subject to the above referenced Fee Models (separately) will have a [***] and the License Fees for each applicable Fund shall [***] during [***]

oFunds with [***] will have a [***] on [***]

A-5

oFunds with [***] will have a [***] on [***]

6.License Fee Model 6


[***]			[***]
[***]			[***]

•Solely for this license fee model, a [***] shall apply [***] which shall be defined as follows:

oAll Funds subject to the above referenced Fee Models (separately) will have a [***] and the License Fees for each applicable Fund shall [***] during [***]

oFunds with [***] will have a [***] on [***]

7.License Fee Model 7


[***]			[***]
[***]			[***]

•Solely for this license fee model, a [***] shall apply [***] which shall be defined as follows:

oAll Funds subject to the above referenced Fee Models (separately) will have a [***] and the License Fees for each applicable Fund shall [***] during [***]

oFunds with [***] will have a [***] on [***]

8.License Fee Model 8


[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]

•Solely for this license fee model, a [***] shall apply [***] which shall be defined as follows:

A-6

oAll Funds subject to the above referenced Fee Models (separately) will have a [***] and the License Fees for each applicable Fund shall [***] during [***]

oFunds with [***] will have a [***] on [***]

9.License Fee Model 9


[***]			[***]
[***]			[***]

Solely for this license fee model, “[***]” means [***] (which represents the [***].

Solely for this license fee model, “[***]” means, for [***], the [***].

•Solely for this license fee model, a [***] shall apply [***] which shall be defined as follows:

oAll Funds subject to the above referenced Fee Models (separately) will have a [***] and the License Fees for each applicable Fund shall [***] during [***]

oFunds with [***] will have a [***] on [***]

10.License Fee Model 10

Solely for this license fee model, “[***]” means an amount calculated in accordance with the following table, which is [***]:


[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]

•All [***] for each Fund [***] of such Fund [***] will be subject to [***]

•All Funds subject to this fee model will be subject to a [***], such that the License Fee for each applicable Fund shall [***] during [***]

A-7

•For the period beginning on January 1, 2026 and ending on December 31, 2027, [***] will [***], [***]. For the avoidance of doubt, the [***] will apply during this period

11.License Fee Model 11

Solely for this license fee model, “[***]” means an amount calculated in accordance with the following table, which is based on [***]:


[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]

•All [***] will be [***]

•All Funds subject to this fee model will be subject to a [***], such that the License Fee for each applicable Fund shall [***] during [***]

•For the period beginning on January 1, 2026 and ending on December 31, 2027, [***] will [***], [***]. For the avoidance of doubt, the [***] will apply during this period

12.License Fee Model 12


[***]			[***]
[***]			[***]

•Solely for this license fee model, a [***] shall apply [***] which shall be defined as follows:

oAll Funds subject to the above referenced Fee Models (separately) will have a [***] and the License Fees for each applicable Fund shall [***] during [***]

oFunds with [***] will have a [***] on [***]

A-8

13.License Fee Model 13

Solely for this license fee model, “[***]” means an amount calculated by [***]:

Table A


[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]

Table B


[***]
[***]

The “[***]” shall be paid [***]. The License Fees calculated in Table B above are [***].

•All [***] will be subject to [***]

•All Funds subject to this fee model will be subject to a [***], such that the License Fee for each applicable Fund shall not be less than the specified [***] during [***]

•For the period beginning on January 1, 2026 and ending on December 31, 2027, [***] and [***], [***]. For the avoidance of doubt, the [***] will apply during this period

14.License Fee Model 14

Solely for this license fee model, “[***]” means an amount calculated by [***]

A-9

Table A


[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]

Table B


[***]
[***]

Solely for this license fee model, “[***]” means [***] (which represents the [***]).

Solely for this license fee model, “[***]” means, for [***], the [***].

•Solely for this license fee model, a [***] shall apply [***] which shall be defined as follows:

oAll Funds subject to the above referenced Fee Models (separately) will have a [***] and the License Fees for each applicable Fund shall [***] during [***]

oFunds with [***] will have a [***] on [***]

15.License Fee Model 15


[***]			[***]
[***]			[***]
[***]			[***]

•Solely for this license fee model, a [***] shall apply [***] which shall be defined as follows:

A-10

oAll Funds subject to the above referenced Fee Models (separately) will have a [***] and the License Fees for each applicable Fund shall [***] during [***]

oFunds with [***] will have a [***] on [***]

A-11