MSCI Inc 10-Q for FY2026 Q3
MSCI Inc. (MSCI)
10-Q
2026-10-20
For: 2026-09-30
View Original
Added on
October 20, 2026
About this 10-Q
MSCI Inc filed this 10-Q on October 20, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
MSCI Inc. reported nine-month operating revenue growth of 12.9% and net income of $1,099.0 million, up 19.8%, driven by higher asset-based and recurring subscription revenues; Index operating revenue rose 17.8%. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $892M
- up 12.4% from $793.4M a year earlier
- Net income
- $351M
- up 7.9% from net income of $325.3M a year earlier
- Diluted EPS
- $4.86
- up 14.4% from $4.25 a year earlier
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 September 30, 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 001-33812
________________________________________
(Exact Name of Registrant as Specified in its Charter)
________________________________________
| (State or other jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (212 ) 804-3900
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
________________________________________
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 x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data 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 x No o
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.
| x | Accelerated filer | o | |||||||||
| Non-accelerated filer | o | 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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
As of October 13, 2026, there were 71.5 million shares of the registrant’s Common Stock, par value $0.01, outstanding.
FOR THE QUARTER ENDED SEPTEMBER 30, 2026
TABLE OF CONTENTS
| Page | ||||||||
| Item 5. | ||||||||
Item 6. | ||||||||
2
AVAILABLE INFORMATION
Our corporate headquarters is located at 7 World Trade Center, 250 Greenwich Street, 49th Floor, New York, New York, 10007, and our telephone number is (212) 804-3900. We maintain a website on the internet at www.msci.com. The contents of our website are not a part of or incorporated by reference in this Quarterly Report on Form 10-Q.
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). The SEC maintains a website that contains reports, proxy and information statements and other information that we file electronically with the SEC at www.sec.gov. We also make available free of charge, on or through our website, these reports, proxy statements and other information as soon as reasonably practicable following the time they are electronically filed with or furnished to the SEC. To access these, click on the “SEC Filings” link under the “Financial Information” tab found on our investor relations homepage (https://ir.msci.com).
We also use our investor relations website ir.msci.com and our social media outlets, such as LinkedIn or X (@MSCI_Inc), as channels of distribution of Company information. The information we post through these channels may be deemed material.
Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about us when you enroll your email address by visiting the “Email Alerts” on our investor relations homepage at https://ir.msci.com/email-alerts. The contents of our website, including our investor relations website, and our social media channels are not, however, a part of or incorporated by reference in this Quarterly Report on Form 10-Q.
FORWARD-LOOKING STATEMENTS
We have included in this Quarterly Report on Form 10-Q, and from time to time may make in our public filings, press releases or other public statements, certain statements that constitute forward-looking statements. In addition, our management may make forward-looking statements to analysts, investors, representatives of the media and others. These forward-looking statements are not historical facts and represent only MSCI’s beliefs regarding future events, many of which, by their nature, are inherently uncertain and beyond our control. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements.
In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” or the negative of these terms or other comparable terminology. Statements concerning our financial position, business strategy and plans or objectives for future operations are forward-looking statements. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and that could materially affect our actual results, levels of activity, performance or achievements. Such risks and uncertainties include those set forth under “Risk Factors” in Part I, Item 1A of the 2025 Annual Report on Form 10-K filed with the SEC on February 6, 2026. If any of these risks or uncertainties materialize, or if MSCI’s underlying assumptions prove to be incorrect, actual results may vary significantly from what MSCI projected. Any forward-looking statement reflects our current views with respect to future events, levels of activity, performance or achievements and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. The forward-looking statements in this report speak only as of the time they are made and do not necessarily reflect our outlook at any other point in time. MSCI assumes no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events, or otherwise, except as required by law. Therefore, readers should carefully review the risk factors set forth in our Annual Report on Form 10-K and in other reports or documents we file from time to time with the SEC.
3
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
MSCI INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in millions, except per share data)
| As of | ||||||||||||||
| September 30, | December 31, | |||||||||||||
| (unaudited) | 2026 | 2025 | ||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
Cash and cash equivalents (includes restricted cash of $ | $ | $ | ||||||||||||
Accounts receivable (net of allowances of $ | ||||||||||||||
| Prepaid income taxes | ||||||||||||||
| Prepaid and other assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, equipment and leasehold improvements, net | ||||||||||||||
| Right of use assets | ||||||||||||||
| Goodwill | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Deferred tax assets | ||||||||||||||
| Other non-current assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Income taxes payable | ||||||||||||||
| Accrued compensation and related benefits | ||||||||||||||
| Other accrued liabilities | ||||||||||||||
| Deferred revenue | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Long-term operating lease liabilities | ||||||||||||||
| Deferred tax liabilities | ||||||||||||||
| Other non-current liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Commitments and Contingencies (see Note 7) | ||||||||||||||
| Shareholders’ equity (deficit): | ||||||||||||||
Preferred stock (par value $ | ||||||||||||||
Common stock (par value $ | ||||||||||||||
Treasury shares, at cost ( | ( | ( | ||||||||||||
| Additional paid in capital | ||||||||||||||
| Retained earnings | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Total shareholders’ equity (deficit) | ( | ( | ||||||||||||
| Total liabilities and shareholders’ equity (deficit) | $ | $ | ||||||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited)
4
MSCI INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (unaudited) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Operating revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Cost of revenues (exclusive of depreciation and amortization) | ||||||||||||||||||||||||||
| Selling and marketing | ||||||||||||||||||||||||||
| Research and development | ||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||
| Amortization of intangible assets | ||||||||||||||||||||||||||
| Depreciation and amortization of property, equipment and leasehold improvements | ||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Other expense (income) | ||||||||||||||||||||||||||
| Other expense (income), net | ||||||||||||||||||||||||||
| Income before provision for income taxes | ||||||||||||||||||||||||||
| Provision for income taxes | ||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
| Earnings per share: | ||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited)
5
MSCI INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (unaudited) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | ( | |||||||||||||||||||||||
| Income tax effect | ( | |||||||||||||||||||||||||
| Foreign currency translation adjustments, net | ( | ( | ( | |||||||||||||||||||||||
| Pension and other post-retirement adjustments | ||||||||||||||||||||||||||
| Income tax effect | ( | ( | ||||||||||||||||||||||||
| Pension and other post-retirement adjustments, net | ||||||||||||||||||||||||||
Other comprehensive income (loss), net of tax | ( | ( | ( | |||||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | ||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited)
6
MSCI INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)
(in millions)
| (unaudited) | Common Stock | Treasury Stock | Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total | |||||||||||||||||||||||||||||||||||
Balance at December 31, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Dividends paid in shares | — | — | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Common stock issued | — | — | |||||||||||||||||||||||||||||||||||||||
| Shares withheld for tax withholding | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | |||||||||||||||||||||||||||||||||||||||||
| Compensation payable in common stock | |||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased and held in treasury | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Common stock issued to Directors and (held in)/released from treasury | — | ||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2026 | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Dividends paid in shares | — | — | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||||||||||||||||||||||||||
| Common stock issued | — | ||||||||||||||||||||||||||||||||||||||||
| Shares withheld for tax withholding | — | — | |||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | |||||||||||||||||||||||||||||||||||||||||
| Compensation payable in common stock | |||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased and held in treasury | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Common stock issued to Directors and (held in)/released from treasury | ( | ( | |||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2026 | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Dividends paid in shares | — | — | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Common stock issued | — | ||||||||||||||||||||||||||||||||||||||||
| Shares withheld for tax withholding | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | |||||||||||||||||||||||||||||||||||||||||
| Compensation payable in common stock | |||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased and held in treasury | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Common stock issued to Directors and (held in)/released from treasury | ( | ( | |||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2026 | $ | $ | ( | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited)
7
MSCI INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)
(in millions)
| (unaudited) | Common Stock | Treasury Stock | Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total | |||||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | ( | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Dividends paid in shares | — | — | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||||||||||||||||||||||||||
| Common stock issued | — | — | |||||||||||||||||||||||||||||||||||||||
| Shares withheld for tax withholding | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | |||||||||||||||||||||||||||||||||||||||||
| Compensation payable in common stock | |||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased and held in treasury | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Common stock issued to Directors and (held in)/released from treasury | — | — | |||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2025 | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Dividends paid in shares | — | — | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||||||||||||||||||||||||||
| Common stock issued | — | ||||||||||||||||||||||||||||||||||||||||
| Shares withheld for tax withholding | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | ||||||||||||||||||||||||||||||||||||||||
| Compensation payable in common stock | |||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased and held in treasury | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Common stock issued to Directors and (held in)/released from treasury | |||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2025 | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Dividends paid in shares | — | — | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Common stock issued | — | ||||||||||||||||||||||||||||||||||||||||
| Shares withheld for tax withholding | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | |||||||||||||||||||||||||||||||||||||||||
| Compensation payable in common stock | |||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased and held in treasury | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Common stock issued to Directors and (held in)/released from treasury | — | — | |||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited)
8
MSCI INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
| Nine Months Ended September 30, | |||||||||||||||||||||||
| (unaudited) | 2026 | 2025 | |||||||||||||||||||||
| Cash flows from operating activities | |||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||
| Depreciation and amortization of property, equipment and leasehold improvements | |||||||||||||||||||||||
| Amortization of right of use assets | |||||||||||||||||||||||
| Amortization of debt origination fees | |||||||||||||||||||||||
| Deferred taxes | ( | ||||||||||||||||||||||
| Other adjustments | ( | ||||||||||||||||||||||
| Changes in assets and liabilities: | |||||||||||||||||||||||
| Accounts receivable | |||||||||||||||||||||||
| Prepaid income taxes | ( | ( | |||||||||||||||||||||
| Prepaid and other assets | ( | ( | |||||||||||||||||||||
| Other non-current assets | ( | ||||||||||||||||||||||
| Accounts payable | ( | ||||||||||||||||||||||
| Income taxes payable | ( | ||||||||||||||||||||||
| Accrued compensation and related benefits | ( | ( | |||||||||||||||||||||
| Other accrued liabilities | ( | ||||||||||||||||||||||
| Deferred revenue | ( | ( | |||||||||||||||||||||
| Long-term operating lease liabilities | ( | ( | |||||||||||||||||||||
| Other non-current liabilities | |||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||
| Net cash provided by operating activities | |||||||||||||||||||||||
| Cash flows from investing activities | |||||||||||||||||||||||
| Capitalized software development costs | ( | ( | |||||||||||||||||||||
| Capital expenditures | ( | ( | |||||||||||||||||||||
| Business acquisitions, net of cash acquired | ( | ||||||||||||||||||||||
| Net cash used in investing activities | ( | ( | |||||||||||||||||||||
| Cash flows from financing activities | |||||||||||||||||||||||
| Repurchase of common stock held in treasury | ( | ( | |||||||||||||||||||||
| Payment of dividends | ( | ( | |||||||||||||||||||||
| Repayment of borrowings | ( | ( | |||||||||||||||||||||
| Proceeds from borrowings, net of discount | |||||||||||||||||||||||
| Payment of debt issuance costs | ( | ||||||||||||||||||||||
| Payment of contingent consideration and deferred purchase price from acquisitions | ( | ( | |||||||||||||||||||||
| Proceeds from exercise of stock options | |||||||||||||||||||||||
| Net cash (used in) financing activities | ( | ( | |||||||||||||||||||||
| Effect of exchange rate changes | ( | ||||||||||||||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ( | |||||||||||||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||||||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | |||||||||||||||||||||
| Supplemental disclosure of cash flow information: | |||||||||||||||||||||||
| Cash paid for interest | $ | $ | |||||||||||||||||||||
| Cash paid for income taxes, net of refunds received | $ | $ | |||||||||||||||||||||
| Supplemental disclosure of non-cash investing activities | |||||||||||||||||||||||
| Property, equipment and leasehold improvements in other accrued liabilities | $ | $ | |||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited)
9
MSCI INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. INTRODUCTION AND BASIS OF PRESENTATION
MSCI Inc., together with its wholly owned subsidiaries (the “Company” or “MSCI”), provides research-based data, analytics and indexes, supported by advanced technology, that set standards for global investors and help our clients understand risks and opportunities, make better investment decisions and unlock innovation. The Company’s products and services include indexes; portfolio construction and risk management tools; sustainability and climate solutions; and private asset data and analytics.
Basis of Presentation and Use of Estimates
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. If not materially different, certain note disclosures included therein have been omitted from these interim condensed consolidated financial statements.
In the opinion of management, all adjustments, which consist of normal recurring adjustments necessary for a fair statement of the interim consolidated financial statements, have been included. The results of operations for interim periods are not necessarily indicative of results for the entire year.
In the first quarter of 2026, the Company changed the presentation of its financial statements and accompanying footnote disclosure from thousands to millions, and as a result, any necessary rounding adjustments have been made to prior period disclosed amounts.
Concentrations
For the nine months ended September 30, 2026 and 2025, BlackRock, Inc. (“BlackRock”) accounted for 11.8 % and 10.6 % of the Company’s consolidated operating revenues, respectively. For the nine months ended September 30, 2026 and 2025, BlackRock accounted for 19.8 % and 18.5 % of the Index segment’s operating revenues, respectively. No single customer represented 10.0% or more of operating revenues within Analytics, Sustainability and Climate or All Other – Private Assets for the nine months ended September 30, 2026 and 2025.
Allowance for Credit Losses
Changes in the allowance for credit losses from December 31, 2024 to September 30, 2026 were as follows:
| (in millions) | Amount | |||||||
| Balance as of December 31, 2024 | $ | |||||||
| Addition to credit loss expense | ||||||||
| Write-offs, net of recoveries | ( | |||||||
| Balance as of December 31, 2025 | $ | |||||||
| Addition to credit loss expense | ||||||||
| Write-offs, net of recoveries | ( | |||||||
| Balance as of September 30, 2026 | $ | |||||||
10
2. RECENT ACCOUNTING PRONOUNCEMENTS
In November 2024, the FASB issued Accounting Standards Update No. 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)” or ASU 2024-03. The amendments in ASU 2024-03 require additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2027 and interim reporting periods beginning in 2028 on a prospective basis. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.
In July 2025, the FASB issued Accounting Standards Update No. 2025-05 “Financial Instruments—Credit Losses (Topic 326)” or ASU 2025-05. The amendments in ASU 2025-05 permit entities to elect a practical expedient when estimating expected credit losses on accounts receivable and contract assets. Under this election, entities may assume that current conditions as of the balance sheet date do not change for the remaining life of accounts receivable and contract assets when developing forecasts as part of estimating expected credit losses. The Company adopted ASU 2025-05 effective January 1, 2026. The adoption did not have a material effect on the Company’s consolidated financial statements.
In September 2025, the FASB issued Accounting Standards Update No. 2025-06 “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)” or ASU 2025-06. The amendments in ASU 2025-06 remove references to prescriptive and sequential software development stages. The amendments also require entities to begin capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used as intended. ASU 2025-06 is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2028 and interim period reporting beginning in 2028, with early adoption permitted as of the beginning of a fiscal year. The amendments can be applied prospectively, retrospectively, or on a modified prospective transition method. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.
In November 2025, the FASB issued Accounting Standards Update No. 2025-09 “Derivatives and Hedging (Topic 815)” or ASU 2025-09. The amendments in ASU 2025-09 clarify aspects of the guidance on hedge accounting and address incremental hedge accounting issues arising from the global reference rate reform initiative. ASU 2025-09 is effective for the Company’s Annual Report on Form 10-K and interim periods for the year ended December 31, 2027, with early adoption permitted. The amendments must be applied prospectively. The Company does not expect the adoption to have a material effect on its consolidated financial statements.
In November 2025, the FASB issued Accounting Standards Update No. 2025-11 “Interim Reporting (Topic 270)” or ASU 2025-11. The amendments in ASU 2025-11 improve guidance in Topic 270 and clarify disclosure requirements for interim reporting periods without changing the fundamental nature of interim reporting. ASU 2025-11 is effective for the Company’s interim reporting periods for the year ended December 31, 2028, with early adoption permitted. The amendments can be applied prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact that the adoption of this standard will have on its condensed consolidated financial statements.
3. REVENUE RECOGNITION
MSCI’s operating revenues are reported by product type and each product type may have different timing for recognizing revenue. The Company’s operating revenue types are recurring subscriptions, asset-based fees and non-recurring revenues. The Company also disaggregates operating revenues by segment.
The tables that follow present the disaggregated operating revenues for the periods indicated:
For the Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||
| Segments | ||||||||||||||||||||||||||||||||
| (in millions) | Index | Analytics | Sustainability and Climate | All Other - Private Assets | Total | |||||||||||||||||||||||||||
| Operating Revenue Types | ||||||||||||||||||||||||||||||||
| Recurring subscriptions | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Asset-based fees | ||||||||||||||||||||||||||||||||
| Non-recurring | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
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For the Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||
| Segments | ||||||||||||||||||||||||||||||||
| (in millions) | Index | Analytics | Sustainability and Climate | All Other - Private Assets | Total | |||||||||||||||||||||||||||
| Operating Revenue Types | ||||||||||||||||||||||||||||||||
| Recurring subscriptions | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Asset-based fees | ||||||||||||||||||||||||||||||||
| Non-recurring | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
For the Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||
| Segments | ||||||||||||||||||||||||||||||||
| (in millions) | Index | Analytics | Sustainability and Climate | All Other - Private Assets | Total | |||||||||||||||||||||||||||
| Operating Revenue Types | ||||||||||||||||||||||||||||||||
| Recurring subscriptions | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Asset-based fees | ||||||||||||||||||||||||||||||||
| Non-recurring | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
For the Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||
| Segments | ||||||||||||||||||||||||||||||||
| (in millions) | Index | Analytics | Sustainability and Climate | All Other - Private Assets | Total | |||||||||||||||||||||||||||
| Operating Revenue Types | ||||||||||||||||||||||||||||||||
| Recurring subscriptions | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Asset-based fees | ||||||||||||||||||||||||||||||||
| Non-recurring | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
The tables that follow present the change in accounts receivable, net of allowances, and current deferred revenue between the dates indicated:
| (in millions) | Accounts receivable, net of allowances | Deferred revenue | ||||||||||||
Opening (December 31, 2025) | $ | $ | ||||||||||||
Closing (September 30, 2026) | ||||||||||||||
| Increase/(decrease) | $ | ( | $ | ( | ||||||||||
| (in millions) | Accounts receivable, net of allowances | Deferred revenue | ||||||||||||
Opening (December 31, 2024) | $ | $ | ||||||||||||
Closing (September 30, 2025) | ||||||||||||||
| Increase/(decrease) | $ | ( | $ | ( | ||||||||||
Deferred revenue primarily represents subscription fees billed in advance of the related performance period. For the three months ended September 30, 2026 and 2025, the Company recognized $251.7 million and $239.0 million, respectively, and for the nine months ended September 30, 2026 and 2025, the Company recognized $1,125.3 million and $1,029.7 million, respectively, of revenue that was included in the deferred revenue balance as of the beginning of each period. The decrease in the Company’s deferred revenue balance during the period was primarily driven by revenue recognized on existing contracts, partially offset by new billings.
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As of September 30, 2026 and December 31, 2025, long-term deferred revenue of $32.5 million and $34.0 million, respectively, was included in “Other non-current liabilities” on the Unaudited Condensed Consolidated Statements of Financial Condition.
For contracts that have a duration of one year or less, the Company has not disclosed either the remaining performance obligation as of the end of the reporting period or when the Company expects to recognize the revenue. The remaining performance obligations for contracts that have a duration of greater than one year and the periods in which they are expected to be recognized are as follows:
| As of | ||||||||
| September 30, | ||||||||
| (in millions) | 2026 | |||||||
First | $ | |||||||
Second | ||||||||
Third | ||||||||
| Periods thereafter | ||||||||
| Total | $ | |||||||
4. EARNINGS PER COMMON SHARE
Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS reflects the assumed conversion of all dilutive securities, including, when applicable, stock options, restricted stock units, performance stock units, and performance stock options.
The following table presents the computation of basic and diluted EPS:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions, except per share data) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
| Basic weighted average common shares outstanding | ||||||||||||||||||||||||||
| Effect of dilutive securities | ||||||||||||||||||||||||||
| Diluted weighted average common shares outstanding | ||||||||||||||||||||||||||
| Earnings per common share: | ||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
5. ACQUISITIONS
On February 27, 2026, MSCI completed the acquisition of Vantager, Inc. (“Vantager”), an AI-enabled platform that supports pre-investment due diligence, data extraction and reporting for private markets investors. Vantager is a part of the Private Capital Solutions operating segment.
On March 2, 2026, MSCI completed the acquisition of Compass Financial Technologies (“Compass”), an index services provider that supports the calculation and development of multi-asset and alternative asset class indexes. Compass is a part of the Index operating segment.
On April 6, 2026, MSCI completed the acquisition of ApeVue, Inc. (“PM Insights”), a specialist private markets data and analytics firm that provides daily secondary market reference data, including pricing, valuation, transaction and liquidity data, for private company securities. PM Insights’ data is expected to support the development of new private markets indexes and related products. PM Insights is a part of the Index operating segment.
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On August 3, 2026, the Company completed the acquisition of First Street Technology, Inc. (“First Street”), a provider of physics-based physical climate risk data and analytics. The acquisition provides the Company with physics-based physical climate risk capabilities, enabling clients to assess and manage exposure to climate-related hazards. First Street's financial results are reported within the Sustainability and Climate operating segment from the acquisition date.
In connection with the acquisition of First Street, the aggregate purchase price was $122.6 million, net of cash acquired. The total consideration includes the fair value of potential additional cash payments of up to $130.0 million, payable during the two years following closing, contingent upon the achievement of specified revenue thresholds. The preliminary purchase price allocation resulted in $52.0 million of intangible assets with a weighted-average useful life of 9.0 years, and $74.5 million of goodwill assigned to the Sustainability and Climate operating segment. The allocation is preliminary and subject to change as the Company finalizes its purchase accounting, and will be finalized within the measurement period, which will not exceed one year from the acquisition date.
In connection with the acquisitions of Vantager, Compass, and PM Insights, the aggregate purchase price was $95.4 million. The preliminary acquired balances related to the acquisitions consisted of $51.7 million in intangible assets and $53.9 million in goodwill, with a weighted average amortization period of intangible assets of 8.5 years.
The acquisitions of Vantager, Compass, PM Insights and First Street (collectively, “the acquisitions”) were accounted for as business combinations. Goodwill recognized for the acquisitions reflects expected synergies from the acquired technology platforms and proprietary databases and is not deductible for income tax purposes.
The acquisitions each included contingent consideration as a component of the aggregate purchase price. The fair values of the contingent consideration were determined based on management estimates and assumptions which primarily included forecasted product sales, probability of achievement of certain integration targets and discount rates. The Company classifies these liabilities as Level 3 within the fair value hierarchy, as the measurement is based on inputs that are not observable in the market. As of September 30, 2026, the fair value of the contingent consideration was $38.7 million, of which $18.8 million is included in “Other accrued liabilities” and $19.9 million is included in “Other non-current liabilities” on the Unaudited Condensed Consolidated Statements of Financial Condition.
Changes in the Company’s Level 3 financial liabilities for the three and nine months ended September 30, 2026 and 2025, respectively, were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | ||||||||||||||||||||||
Additions of contingent consideration1 | ||||||||||||||||||||||||||
| Change in fair value | ( | |||||||||||||||||||||||||
| Payments | ( | ( | ||||||||||||||||||||||||
| Ending Balance | $ | $ | $ | $ | ||||||||||||||||||||||
___________________________
1Reflects balance of contingent consideration at acquisition date fair value.
6. GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill
The following table shows the changes in our goodwill balances from December 31, 2025 to September 30, 2026:
| (in millions) | Index | Analytics | Sustainability and Climate | All Other - Private Assets | Total | |||||||||||||||||||||||||||
| Goodwill at December 31, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Acquisitions1 | ||||||||||||||||||||||||||||||||
| Foreign exchange translation adjustment | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Goodwill at September 30, 2026 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
___________________________
1Reflects the opening balance sheet impacts of the acquisitions of Vantager, Compass, PM Insights and First Street.
14
The Company completed its annual goodwill impairment test as of July 1, 2026 on its Index, Analytics, Sustainability and Climate, Real Assets and Private Capital Solutions reporting units, which are also the Company’s operating segments, and no impairments were recorded. The Company performed a test for impairment and determined that it was more likely than not that the fair value of each reporting unit was greater than its carrying value. See Note 11, “Segment Information,” for further descriptions of the operating segments.
Intangible Assets, Net
The following table presents the amount of amortization expense related to intangible assets by category for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Amortization expense of acquired intangible assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Amortization expense of internally developed capitalized software | ||||||||||||||||||||||||||
| Total amortization of intangible assets expense | $ | $ | $ | $ | ||||||||||||||||||||||
The gross carrying and accumulated amortization amounts related to the Company’s intangible assets were as follows:
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| (in millions) | Gross intangible assets | Accumulated amortization | Net intangible assets | Gross intangible assets | Accumulated amortization | Net intangible assets | ||||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Proprietary data | ( | ( | ||||||||||||||||||||||||||||||||||||
| Acquired technology and software | ( | ( | ||||||||||||||||||||||||||||||||||||
| Trademarks | ( | ( | ||||||||||||||||||||||||||||||||||||
| Internally developed capitalized software | ( | ( | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
The following table presents the estimated amortization expense for the remainder of the year ending December 31, 2026 and succeeding years:
| Years Ending December 31, (in millions) | Amortization Expense | |||||||
| Remainder of 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
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7. DEBT
As of September 30, 2026, the Company had outstanding an aggregate of $6.0 billion in senior unsecured notes (collectively, the “Senior Notes”) and $810.0 million of revolving loans under the Revolving Credit Facility (as defined below) as presented in the table below:
| Principal Amount Outstanding at | Carrying Value at | Carrying Value at | Fair Value at | Fair Value at | ||||||||||||||||||||||||||||||||||
| (in millions) | Maturity Date | September 30, 2026 | September 30, 2026 | December 31, 2025 | September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||
| Debt | ||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Variable rate revolving loans1 | ||||||||||||||||||||||||||||||||||||||
| Total debt | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
1As of September 30, 2026, there were $4.7 million in unamortized deferred financing fees associated with the variable rate revolving loan commitments under the Revolving Credit Facility of which $1.2 million is included in “Prepaid and other assets,” and $3.5 million is included in “Other non-current assets” on the Unaudited Condensed Consolidated Statements of Financial Condition.
Maturities of the Company’s principal debt payments as of September 30, 2026 are as follows:
| (in millions) | Amounts | |||||||
| Remainder of 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total debt | $ | |||||||
Interest payments attributable to the Company’s outstanding indebtedness are due as presented in the following table:
| Interest payment frequency | First interest payment date | |||||||||||||
Senior Notes and Revolving Loans | ||||||||||||||
Variable rate revolving loans3 | ||||||||||||||
______________________
1The first payment occurred on March 1 , 2026.
2The first payment occurred on March 15 , 2026.
3The first payment occurred on October 22 , 2025.
16
The fair market value of the Company’s debt obligations represents Level 2 valuations. The Company utilized the market approach and obtained security pricing from a vendor who used broker quotes and third-party pricing services to determine fair values.
Credit Agreement. Since November 20, 2014, the Company has maintained a revolving credit agreement with a syndicate of banks. On August 20, 2025, the Company entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) amending and restating in its entirety the Company’s prior Second Amended and Restated Credit Agreement (the “Prior Credit Agreement”). The Credit Agreement makes available to the Company an aggregate of $1.6 billion (from $1.25 billion under the Prior Credit Agreement) under a revolving credit facility (the “Revolving Credit Facility”) and extends the availability period until August 20, 2030. Prior to entering into the Credit Agreement, the Company applied part of the proceeds of its offering of the 2035 Senior Notes to repay in full all outstanding borrowings under the Prior Credit Agreement. The obligations under the Credit Agreement are unsecured senior obligations of the Company.
As of September 30, 2026, the Company had $810.0 million of revolving loans outstanding under the Revolving Credit Facility. The Company may use the Revolving Credit Facility for general corporate purposes (including working capital and acquisitions and other transactions permitted under the Credit Agreement).
Interest on the revolving loans under the Credit Agreement accrues, at a variable rate, based on the secured overnight financing rate (“SOFR”) or the alternate base rate (“Base Rate”), plus, in each case, an applicable margin determined based on the credit ratings of the Company’s senior, unsecured long-term debt. As of September 30, 2026, the applicable margin was 0.50 % for Base Rate loans, and 1.50 % for SOFR loans. At September 30, 2026, the weighted-average interest rate on the revolving loans under the Revolving Credit Facility was 5.3 %.
In connection with the closings of the Senior Notes offerings, entry into the Prior Credit Agreement and the subsequent amendments thereto and entry into the Credit Agreement, the Company paid certain financing fees which, together with the existing fees related to prior credit facilities, are being amortized over their related lives. At September 30, 2026, $47.7 million of the deferred financing fees and premium remain unamortized, $1.2 million of which is included in “Prepaid and other assets,” $3.5 million of which is included in “Other non-current assets” and $43.0 million of which is included in “Long-term debt” on the Unaudited Condensed Consolidated Statements of Financial Condition.
8. LEASES
The components of lease expense (income) of the Company’s operating leases are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Operating lease expenses | $ | $ | $ | $ | ||||||||||||||||||||||
| Variable lease costs | ||||||||||||||||||||||||||
| Short-term lease costs | ||||||||||||||||||||||||||
| Sublease income | ( | ( | ( | ( | ||||||||||||||||||||||
| Total lease costs | $ | $ | $ | $ | ||||||||||||||||||||||
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Maturities of the Company’s operating lease liabilities as of September 30, 2026 are as follows:
| Maturity of Lease Liabilities | Operating | |||||||
| (in millions) | Leases | |||||||
| Remainder of 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total lease payments | $ | |||||||
| Less: Interest | ( | |||||||
| Present value of lease liabilities | $ | |||||||
| Other accrued liabilities | $ | |||||||
| Long-term operating lease liabilities | $ | |||||||
Weighted-average remaining lease term and discount rate for the Company’s operating leases are as follows:
| As of | ||||||||||||||
| September 30, | December 31, | |||||||||||||
| Lease Term and Discount Rate | 2026 | 2025 | ||||||||||||
| Weighted-average remaining lease term (years) | ||||||||||||||
| Weighted-average discount rate | % | % | ||||||||||||
Other information related to the Company’s operating leases are as follows:
| Other Information | Nine Months Ended September 30, | |||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||
| Operating cash flows used for operating leases | $ | $ | ||||||||||||
| Right of use assets obtained for new operating lease liabilities | $ | $ | ||||||||||||
9. SHAREHOLDERS’ EQUITY (DEFICIT)
This note reflects the share repurchases and related activity as well as share-based compensation activity recognized by the Company for all periods referenced.
Stock Repurchase Program
On October 25, 2025, the Board of Directors authorized a new stock repurchase program (the “2025 Repurchase Program”) for the repurchase of up to an aggregate of $3.0 billion worth of shares of MSCI’s common stock, which superseded and replaced the previously existing share repurchase program.
Share repurchases made pursuant to the 2025 Repurchase Program may take place in the open market or in privately negotiated transactions from time to time based on market and other conditions. This authorization may be modified, suspended or terminated by the Board of Directors at any time without prior notice.
As of September 30, 2026, there was $1.0 billion of available authorization remaining under the 2025 Repurchase Program.
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The following table provides information with respect to repurchases of the Company’s common stock made on the open market:
Nine months ended (in millions, except per share data) | Average Price Paid Per Share | Total Number of Shares Repurchased | Dollar Value of Shares Repurchased1 | |||||||||||||||||
| September 30, 2026 | $ | $ | ||||||||||||||||||
| September 30, 2025 | $ | $ | ||||||||||||||||||
Common Stock Dividends
The following table presents dividends declared per common share as well as total amounts declared for the periods indicated:
| Dividends Declared | ||||||||||||||
(in millions, except per share data) | Per Share | Total Amount | ||||||||||||
| 2026 | ||||||||||||||
| Three Months Ended March 31, | $ | $ | ||||||||||||
| Three Months Ended June 30, | ||||||||||||||
| Three Months Ended September 30, | ||||||||||||||
| Total | $ | $ | ||||||||||||
| 2025 | ||||||||||||||
| Three Months Ended March 31, | $ | $ | ||||||||||||
| Three Months Ended June 30, | ||||||||||||||
| Three Months Ended September 30, | ||||||||||||||
| Total | $ | $ | ||||||||||||
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Common Stock
The following table presents activity related to shares of common stock issued and repurchased during the nine months ended September 30, 2026:
| Common Stock | Treasury | Common Stock | ||||||||||||||||||
| (in millions) | Issued | Stock | Outstanding | |||||||||||||||||
Balance at December 31, 2025 | ( | |||||||||||||||||||
| Dividend payable/paid | — | — | — | |||||||||||||||||
| Common stock issued and exercise of stock options | — | — | — | |||||||||||||||||
| Shares withheld for tax withholding | — | — | — | |||||||||||||||||
| Shares repurchased under stock repurchase programs | — | ( | ( | |||||||||||||||||
| Shares issued to directors | — | — | — | |||||||||||||||||
Balance at March 31, 2026 | ( | |||||||||||||||||||
| Dividend payable/paid | — | — | — | |||||||||||||||||
| Common stock issued and exercise of stock options | — | |||||||||||||||||||
| Shares withheld for tax withholding | — | — | — | |||||||||||||||||
| Shares repurchased under stock repurchase programs | — | ( | ( | |||||||||||||||||
| Shares issued to directors | — | — | — | |||||||||||||||||
Balance at June 30, 2026 | ( | |||||||||||||||||||
| Dividend payable/paid | — | — | — | |||||||||||||||||
| Common stock issued and exercise of stock options | — | — | — | |||||||||||||||||
| Shares withheld for tax withholding | — | — | — | |||||||||||||||||
| Shares repurchased under stock repurchase programs | — | ( | ( | |||||||||||||||||
| Shares issued to directors | — | — | — | |||||||||||||||||
Balance at September 30, 2026 | ( | |||||||||||||||||||
10. INCOME TAXES
The effective tax rate for the three months ended September 30, 2026 and 2025 was 18.0 % and 17.9 %, respectively. The increase in the tax rate was primarily driven by a lower operating tax rate in the current year that was offset by smaller net discrete tax benefits compared to the prior year.
11. SEGMENT INFORMATION
ASC Subtopic 280-10, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available. This information is regularly evaluated by the Chief Operating Decision Maker (“CODM”) to allocate resources and assess performance. MSCI’s Chief Executive Officer, who serves as the CODM, reviews financial information on an operating segment basis to make operational decisions and assess financial performance.
The CODM measures and evaluates operating segments based on segment operating revenues and Adjusted EBITDA. Adjusted EBITDA is used to assess segment performance and guide resource allocation, including decisions related to capital allocations and acquisitions. Additionally, Adjusted EBITDA is used to monitor actual performance against budget and to establish management’s compensation. The CODM also uses Adjusted EBITDA for competitive analysis, benchmarking MSCI’s performance against its competitors to evaluate segment performance. Adjusted EBITDA for each segment is calculated by subtracting segment Adjusted EBITDA expenses from segment operating revenues.
MSCI excludes the following items from segment Adjusted EBITDA and Adjusted EBITDA expenses: provision for income taxes; other expense (income), net; depreciation and amortization of property, equipment and leasehold improvements; amortization of intangible assets; and, at times, certain other transactions or adjustments. These may include impairments related to sublease of leased
20
property and certain acquisition-related integration costs, transaction costs, and earn-out costs that the CODM does not consider when allocating resources among segments or assessing segment performance. While these amounts are excluded from segment Adjusted EBITDA, they are included in reported consolidated net income and are reflected in the reconciliation provided below.
Operating revenues and expenses directly associated with each segment are included in determining that segment’s operating results. Expenses not directly attributable to a specific segment are allocated using methodologies, such as time estimates, revenue, headcount, sales targets, data center consumption and other relevant usage measures. Given the integrated structure of MSCI’s business, certain costs incurred by one segment may benefit other segments. Additionally, a segment may utilize content and data produced by another segment without incurring an intersegment charge. Within Adjusted EBITDA expenses by operating segment, there are no categories of expenses regularly provided to the CODM.
The CODM does not receive information about total assets on an operating segment basis. Operating segments do not record intersegment revenues; therefore, none are reported. The accounting policies used for segment reporting are consistent with those applied to MSCI as a whole.
MSCI has five operating segments: Index, Analytics, Sustainability and Climate, Real Assets and Private Capital Solutions. These are presented as three reportable segments: Index, Analytics and Sustainability and Climate. The operating segments Real Assets and Private Capital Solutions do not individually meet the segment reporting thresholds and have been combined into All Other – Private Assets.
The Index reportable segment provides equity and fixed income indexes. The indexes are used across the investment process, including the development of indexed financial products (e.g., ETFs, mutual funds, annuities, futures, options, structured products and over-the-counter derivatives), performance benchmarking, portfolio construction and rebalancing, asset allocation and creating custom indexes.
The Analytics reportable segment offers risk management, performance attribution, and portfolio management content, applications and services. These offerings provide clients with an integrated view of risk and return and tools for analyzing market, credit, liquidity, counterparty and climate risks across all major asset classes, including public and private securities, spanning short, medium and long term horizons. Clients can access Analytics tools and content through MSCI’s proprietary applications and application programming interfaces (APIs), third-party applications or directly via their own platforms.
The Sustainability and Climate reportable segment offers products and services that help institutional investors understand how sustainability considerations can impact the long-term risk and return of their portfolios and individual security-level investments. This segment also offers data, ratings, research and tools to assist investors in navigating regulation, meeting new client demands and better integrating sustainability and climate considerations into their investment processes.
The Real Assets operating segment offers data, benchmarks, return-analytics, climate assessments and market insights for tangible assets such as real estate and infrastructure. Its performance and risk analytics services range from enterprise-wide assessments to property-specific analysis. Additionally, the operating segment offers business intelligence products for real estate owners, managers, developers and brokers worldwide.
The Private Capital Solutions operating segment provides a suite of tools to support investors in overseeing investment portfolios across public and private assets. These include sourcing terms and conditions, evaluating operating performance of underlying portfolio companies, managing risk and other activities related to private capital investing.
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The following table presents operating revenues, Adjusted EBITDA expenses and segment profitability and a reconciliation to net income for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Operating revenues | ||||||||||||||||||||||||||
| Index | $ | $ | $ | $ | ||||||||||||||||||||||
| Analytics | ||||||||||||||||||||||||||
| Sustainability and Climate | ||||||||||||||||||||||||||
Total reportable segment operating revenues | ||||||||||||||||||||||||||
| All Other - Private Assets | ||||||||||||||||||||||||||
| Total operating revenues | ||||||||||||||||||||||||||
| Adjusted EBITDA expenses | ||||||||||||||||||||||||||
| Index | ||||||||||||||||||||||||||
| Analytics | ||||||||||||||||||||||||||
| Sustainability and Climate | ||||||||||||||||||||||||||
Total reportable segment Adjusted EBITDA expense | ||||||||||||||||||||||||||
| Adjusted EBITDA | ||||||||||||||||||||||||||
| Index Adjusted EBITDA | ||||||||||||||||||||||||||
| Analytics Adjusted EBITDA | ||||||||||||||||||||||||||
| Sustainability and Climate Adjusted EBITDA | ||||||||||||||||||||||||||
| Total reportable segment profitability | ||||||||||||||||||||||||||
| Plus: | ||||||||||||||||||||||||||
All Other - Private Assets1 | ||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Amortization of intangible assets | ||||||||||||||||||||||||||
| Depreciation and amortization of property, equipment and leasehold improvements | ||||||||||||||||||||||||||
Acquisition-related integration and transaction costs2 | ||||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
| Other expense (income), net | ||||||||||||||||||||||||||
| Income before provision for income taxes | ||||||||||||||||||||||||||
| Provision for income taxes | ||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
___________________________
1Revenue less segment expenses from segments below the segment reporting thresholds are attributable to Private Capital Solutions and Real Assets operating segments. Private Capital Solutions and Real Assets operating segments do not meet any of the segment reporting thresholds for determining reportable segments.
2Represents transaction expenses and other costs directly related to certain announced or completed acquisitions and the integration of such acquisitions, including professional fees, severance expenses and regulatory filing fees, in each case only to the extent incurred no later than 12 months following the closing of the relevant acquisition. Also includes amounts arising under earn-out and other contingent consideration arrangements related to such acquisitions, including gains and losses from changes in their estimated fair value, which are included for the contractual term of the applicable arrangement.
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Operating revenues by geography are primarily based on the shipping address of the ultimate customer utilizing the product. The following table presents operating revenues by geographic area for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Operating revenues | ||||||||||||||||||||||||||
| Americas: | ||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total Americas | ||||||||||||||||||||||||||
| Europe, the Middle East and Africa (“EMEA”): | ||||||||||||||||||||||||||
| United Kingdom | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total EMEA | ||||||||||||||||||||||||||
| Asia & Australia: | ||||||||||||||||||||||||||
| Japan | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total Asia & Australia | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
12. SUBSEQUENT EVENTS
On October 19, 2026, the Board of Directors declared a quarterly cash dividend of $2.05 per share for the three months ending December 31, 2026 (“fourth quarter 2026”). The fourth quarter 2026 dividend is payable on November 27, 2026 to shareholders of record as of the close of trading on November 13, 2026.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
INDEX TO MANAGEMENT’S DISCUSSION AND ANALYSIS
| Page | |||||
The following discussion and analysis of the financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”). This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in “Item 1A.—Risk Factors,” in our Form 10-K.
Except as the context otherwise indicates, the terms “MSCI,” the “Company,” “we,” “our” and “us” refer to MSCI Inc., together with its subsidiaries.
Overview
Our research-based data, analytics and indexes, supported by advanced technology, set standards for global investors and help our clients understand risks and opportunities, make better investment decisions and unlock innovation. The Company has five operating segments: Index, Analytics, Sustainability and Climate, Real Assets and Private Capital Solutions, which are presented as the following three reportable segments: Index, Analytics, and Sustainability and Climate. For reporting purposes, the Real Assets and Private Capital Solutions operating segments are combined and presented as All Other – Private Assets, as they did not meet the required thresholds for separate reportable segment disclosure.
Our growth strategy includes: (a) extending leadership in research-enhanced content across asset classes, (b) leading the enablement of sustainability and climate investment integration, (c) enhancing distribution and content-enabling technology, (d) expanding solutions that empower client customization, (e) strengthening client relationships and expanding our presence in key geographic areas and (f) executing strategic partnerships and acquisitions with complementary data, content and technology companies. For more information about our Company’s operations, see “Item 1: Business” in our Form 10-K.
As of September 30, 2026, we served approximately 6,9001 clients in more than 100 countries.
Our principal business model is generally to license annual, recurring subscriptions for the majority of our Index, Analytics and Sustainability and Climate products and services for a fee due in advance of the service period. Private Assets products are also licensed annually through subscriptions, which are generally recurring, for a fee which is paid in advance when products are generally delivered ratably over the subscription period or in arrears after the product is delivered. A portion of our fees comes from clients who use our indexes as the basis for index-linked investment products. Such fees are primarily based on a client’s assets under management (“AUM”), trading volumes and fee levels.
In evaluating our financial performance, we focus on revenue and profit growth, including results accounted for under generally accepted accounting principles in the United States (“GAAP”), as well as non-GAAP measures, for the Company as a whole and by operating segment.
We present revenues disaggregated by types and by segments, which represent our major product lines. We also review expenses by activity, which provides more transparency into how resources are being deployed. In addition, we utilize operating metrics including Run Rate, subscription sales and Retention Rate to manage and assess performance and to provide deeper insights into the recurring portion of our business.
1Represents the aggregate of all related clients under their respective parent entity. At acquisition, we align an acquired company’s client count to our methodology.
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In the discussion that follows, we provide certain variances excluding the impact of foreign currency exchange rate fluctuations and acquisitions. Foreign currency exchange rate fluctuations reflect the difference between the current period results as reported compared to the current period results recalculated using the foreign currency exchange rates in effect for the comparable prior period. While operating revenues adjusted for the impact of foreign currency fluctuations includes asset-based fees that have been adjusted for the impact of foreign currency fluctuations, the underlying AUM, which is the primary component of asset-based fees, is not adjusted for foreign currency fluctuations. Approximately three-fifths of the AUM is invested in securities denominated in currencies other than the U.S. dollar, and accordingly, any such impact is excluded from the disclosed foreign currency-adjusted variances.
For the nine months ended September 30, 2026, our largest client organization by revenue, BlackRock, accounted for 11.8% of our consolidated operating revenues, with 96.7% of the operating revenues from BlackRock coming from fees based on the assets in BlackRock’s ETFs and non-ETF products that are based on our indexes.
The discussion of our results of operations for the three and nine months ended September 30, 2026 and 2025 are presented below. The results of operations for interim periods may not be indicative of future results.
Critical Accounting Policies and Estimates
We describe our significant accounting policies in Note 1, “Introduction and Basis of Presentation,” of the Notes to Consolidated Financial Statements included in our Form 10-K. There have been no significant changes in our accounting policies or critical accounting estimates during the nine months ended September 30, 2026.
Goodwill
We recognize goodwill in business combination transactions when the purchase price exceeds the fair value of the acquired net tangible and separately identifiable intangible assets. We test goodwill for impairment annually on July 1 or when interim triggers arise at the reporting unit level. When testing goodwill for impairment, we first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test; however, on a periodic basis, we may elect to bypass the qualitative assessment and proceed directly to the quantitative test.
As of July 1, 2026, we elected to bypass the optional qualitative assessment for the Private Capital Solutions (“PCS”) reporting unit. This decision was based on the relatively low excess of fair value over carrying value observed in the prior year’s analysis. Therefore, a quantitative goodwill impairment test was performed for the PCS reporting unit. For the Index, Analytics, Sustainability and Climate, and Real Assets reporting units, we performed a qualitative assessment. The quantitative test for impairment used an equal weighting of the income approach and the market approach to estimate the fair value of the PCS reporting unit.
The income approach requires significant judgments in estimating future cash flows, including assumptions, amongst others, about revenue growth rates and EBITDA margins, and the selection of an appropriate discount rate, which reflects the reporting unit’s cost of capital. Forecasted future cash flows are estimated based on a combination of historical experience and assumptions regarding future growth and profitability of each reporting unit. Discount rates are selected for each reporting unit being valued based on each reporting unit’s estimated weighted-average cost of capital. The weighted-average cost of capital is estimated based on both the capital structure that we believe a market participant would utilize as well as the discount rates of guideline public companies that have similar characteristics to each reporting unit being valued, adjusted for the risk inherent in each reporting unit. Terminal growth rates are selected based on growth rates used during the reporting unit’s forecast period in combination with economic conditions.
The market approach utilizes valuation multiples of revenue and cash flows derived from guideline public companies that have similar characteristics to each reporting unit being valued. Selecting appropriate guideline companies, valuation multiples and other key assumptions such as revenue growth rates and discount rates requires significant management judgment, and changes to these estimates could materially impact the fair value determination of each reporting unit. We perform sensitivity analyses around key assumptions in order to assess the reasonableness of the assumptions and the impact on the estimated fair value.
Impairment occurs when the estimated fair value of the reporting unit is below the carrying value. As of July 1, 2026, our quantitative test for goodwill impairment indicated that the PCS reporting unit’s fair value exceeded its carrying value. For all other reporting units, the qualitative assessment indicated it was not more likely than not that the fair value of any of these reporting units was less than its carrying amount. Additionally, no triggering events occurred between July 1, 2026 and September 30, 2026 that would require an interim impairment assessment. Therefore, no goodwill impairment was recorded for the nine months ended September 30, 2026.
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At September 30, 2026, the carrying value of goodwill of the PCS reporting unit was $629.4 million. As of July 1, 2026, the fair value of the PCS reporting unit exceeded its carrying value by approximately 21%. If we experience a prolonged downturn in the business environment or financial markets, weaker-than-expected performance of one of our businesses or a sustained decline in our common stock price, our goodwill could be impaired in the future, which may be material to our results of operations and financial position.
For the PCS reporting unit, a hypothetical decrease in revenue growth rates by 100 basis points or a hypothetical 100 basis point increase in the weighted average cost of capital would not result in an impairment. See Note 6, “Goodwill and Intangible Assets, Net” of the Notes to the Condensed Consolidated Financial Statements included herein for additional information on goodwill.
Results of Operations
Operating Revenues
Our operating revenues are grouped by the following types: recurring subscriptions, asset-based fees and non-recurring. We also group operating revenues by major product as follows: Index, Analytics, Sustainability and Climate and All Other – Private Assets.
The following table presents operating revenues by type for the periods indicated:
| Three Months Ended September 30, | % Change | Nine Months Ended September 30, | % Change | |||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Operating revenues: | ||||||||||||||||||||||||||||||||||||||
| Index | ||||||||||||||||||||||||||||||||||||||
| Recurring subscriptions | $ | 269.5 | $ | 242.5 | 11.1 | % | $ | 786.7 | $ | 711.5 | 10.6 | % | ||||||||||||||||||||||||||
| Asset-based fees | 246.6 | 197.5 | 24.9 | % | 704.2 | 559.0 | 26.0 | % | ||||||||||||||||||||||||||||||
| Non-recurring | 16.5 | 11.1 | 48.6 | % | 49.0 | 37.2 | 31.7 | % | ||||||||||||||||||||||||||||||
| Index total | 532.6 | 451.1 | 18.1 | % | 1,539.9 | 1,307.7 | 17.8 | % | ||||||||||||||||||||||||||||||
| Analytics | ||||||||||||||||||||||||||||||||||||||
| Recurring subscriptions | 188.1 | 178.3 | 5.5 | % | 557.2 | 517.8 | 7.6 | % | ||||||||||||||||||||||||||||||
| Non-recurring | 2.9 | 3.9 | (25.6 | %) | 13.2 | 14.3 | (7.7 | %) | ||||||||||||||||||||||||||||||
| Analytics total | 191.0 | 182.2 | 4.8 | % | 570.4 | 532.1 | 7.2 | % | ||||||||||||||||||||||||||||||
| Sustainability and Climate | ||||||||||||||||||||||||||||||||||||||
| Recurring subscriptions | 92.2 | 88.7 | 3.9 | % | 273.6 | 258.4 | 5.9 | % | ||||||||||||||||||||||||||||||
| Non-recurring | 1.5 | 1.4 | 7.1 | % | 3.9 | 5.2 | (25.0 | %) | ||||||||||||||||||||||||||||||
| Sustainability and Climate total | 93.7 | 90.1 | 4.0 | % | 277.5 | 263.6 | 5.3 | % | ||||||||||||||||||||||||||||||
| All Other - Private Assets | ||||||||||||||||||||||||||||||||||||||
| Recurring subscriptions | 73.8 | 69.6 | 6.0 | % | 219.7 | 206.7 | 6.3 | % | ||||||||||||||||||||||||||||||
| Non-recurring | 0.9 | 0.4 | 125.0 | % | 2.3 | 1.8 | 27.8 | % | ||||||||||||||||||||||||||||||
| All Other - Private Assets total | 74.7 | 70.0 | 6.7 | % | 222.0 | 208.5 | 6.5 | % | ||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| Recurring subscriptions total | 623.6 | 579.1 | 7.7 | % | 1,837.2 | 1,694.4 | 8.4 | % | ||||||||||||||||||||||||||||||
| Asset-based fees | 246.6 | 197.5 | 24.9 | % | 704.2 | 559.0 | 26.0 | % | ||||||||||||||||||||||||||||||
| Non-recurring | 21.8 | 16.8 | 29.8 | % | 68.4 | 58.5 | 16.9 | % | ||||||||||||||||||||||||||||||
| Total operating revenues | $ | 892.0 | $ | 793.4 | 12.4 | % | $ | 2,609.8 | $ | 2,311.9 | 12.9 | % | ||||||||||||||||||||||||||
Total operating revenues increased 12.4% for the three months ended September 30, 2026. The $98.6 million increase was driven by $49.1 million higher asset-based fees, $44.5 million higher recurring subscription revenues and $5.0 million higher non-
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recurring revenues. Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, total operating revenues would have increased 12.3%.
Total operating revenues increased 12.9% for the nine months ended September 30, 2026. The $297.9 million increase was driven by $145.2 million higher asset-based fees, $142.8 million higher recurring subscription revenues and $9.9 million higher non-recurring revenues. Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, total operating revenues would have increased 12.6%.
Refer to the section titled “Segment Results” that follows for further discussion of segment revenues.
Operating Expenses
We group our operating expenses into the following activity categories:
•Cost of revenues;
•Selling and marketing;
•Research and development (“R&D”);
•General and administrative (“G&A”);
•Amortization of intangible assets; and
•Depreciation and amortization of property, equipment and leasehold improvements.
Costs are assigned to these activity categories based on the nature of the expense or, when not directly attributable, an estimated allocation based on the type of effort involved. Cost of revenues, selling and marketing, R&D and G&A all include both compensation as well as non-compensation related expenses.
The following table presents operating expenses by activity category for the periods indicated:
| Three Months Ended September 30, | % Change | Nine Months Ended September 30, | % Change | |||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||||||||
| Cost of revenues | $ | 152.2 | $ | 132.5 | 14.9 | % | $ | 443.9 | $ | 407.0 | 9.1 | % | ||||||||||||||||||||||||||
| Selling and marketing | 90.2 | 79.9 | 12.9 | % | 263.3 | 236.8 | 11.2 | % | ||||||||||||||||||||||||||||||
| Research and development | 47.6 | 44.8 | 6.3 | % | 143.2 | 136.5 | 4.9 | % | ||||||||||||||||||||||||||||||
| General and administrative | 48.2 | 41.8 | 15.3 | % | 163.4 | 137.2 | 19.1 | % | ||||||||||||||||||||||||||||||
| Amortization of intangible assets | 45.2 | 41.0 | 10.2 | % | 130.9 | 128.6 | 1.8 | % | ||||||||||||||||||||||||||||||
Depreciation and amortization of property, equipment and leasehold improvements | 6.5 | 5.8 | 12.1 | % | 18.6 | 15.9 | 17.0 | % | ||||||||||||||||||||||||||||||
| Total operating expenses | $ | 389.9 | $ | 345.8 | 12.8 | % | $ | 1,163.3 | $ | 1,062.0 | 9.5 | % | ||||||||||||||||||||||||||
Total operating expenses increased 12.8% for the three months ended September 30, 2026. Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, the increase would have been 10.6%.
Total operating expenses increased 9.5% for the nine months ended September 30, 2026. Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, the increase would have been 7.1%.
Descriptions of MSCI’s operating expense categories are provided in “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K. The discussion below focuses on year-over-year changes and key drivers.
Cost of Revenues
Cost of revenues increased 14.9% and 9.1% for the three and nine months ended September 30, 2026, respectively, driven by increases in non-compensation costs as a result of higher information technology costs and market data costs, as well as increases in compensation and benefits costs, primarily as a result of incentive compensation.
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Selling and Marketing
Selling and marketing expenses increased 12.9% and 11.2% for the three and nine months ended September 30, 2026, respectively, driven by increases in compensation and benefits costs, primarily as a result of incentive compensation, as well as increases in non-compensation costs as a result of higher occupancy costs.
Research and Development
R&D expenses increased 6.3% for the three months ended September 30, 2026, driven by increases in non-compensation costs as a result of higher information technology costs and professional fees. The increase was also driven by increases in compensation and benefits costs, primarily as a result of salaries and incentive compensation, partially offset by increased capitalization of costs related to internally developed software projects.
R&D expenses increased 4.9% for the nine months ended September 30, 2026, driven by increases in non-compensation costs as a result of higher information technology costs. The increase was also driven by increases in compensation and benefits costs, primarily as a result of salaries and incentive compensation, partially offset by increased capitalization of costs related to internally developed software projects.
General and Administrative
G&A expenses increased 15.3% for the three months ended September 30, 2026, driven by increases in compensation and benefits costs, primarily as a result of incentive compensation, as well as increases in non-compensation costs as a result of higher transaction costs and professional fees.
G&A expenses increased 19.1% for the nine months ended September 30, 2026, driven by increases in compensation and benefits costs, primarily as a result of incentive compensation. The increase was also driven by increases in non-compensation costs as a result of higher transaction costs, as well as a decrease in the favorable fair value adjustment on contingent consideration related to the Fabric RQ, Inc. acquisition.
The following table presents operating expenses using compensation and non-compensation categories, rather than using activity categories, for the periods indicated:
| Three Months Ended September 30, | % Change | Nine Months Ended September 30, | % Change | |||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Compensation and benefits | $ | 233.9 | $ | 215.2 | 8.7 | % | $ | 715.4 | $ | 672.4 | 6.4 | % | ||||||||||||||||||||||||||
| Non-compensation expenses | 104.3 | 83.8 | 24.5 | % | 298.4 | 245.1 | 21.7 | % | ||||||||||||||||||||||||||||||
| Amortization of intangible assets | 45.2 | 41.0 | 10.2 | % | 130.9 | 128.6 | 1.8 | % | ||||||||||||||||||||||||||||||
Depreciation and amortization of property, equipment and leasehold improvements | 6.5 | 5.8 | 12.1 | % | 18.6 | 15.9 | 17.0 | % | ||||||||||||||||||||||||||||||
| Total operating expenses | $ | 389.9 | $ | 345.8 | 12.8 | % | $ | 1,163.3 | $ | 1,062.0 | 9.5 | % | ||||||||||||||||||||||||||
Compensation and Benefits
We had 6,259 employees as of September 30, 2026, compared to 6,253 employees as of September 30, 2025, reflecting a 0.1% increase. Our use of artificial intelligence tools in our operations, together with the continued growth of our emerging market centers around the world, are important factors in our ability to manage and control the growth of our compensation and benefits costs. As of September 30, 2026, 71% of our employees were located in emerging market centers compared to 70% as of September 30, 2025.
Compensation and benefits costs increased 8.7% and 6.4%, respectively, for the three and nine months ended September 30, 2026, primarily driven by increases in incentive compensation, partially offset by increased capitalization of expenses related to internally developed software projects.
Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, compensation and benefits costs would have increased by 7.2% and 4.4%, respectively, for the three and nine months ended September 30, 2026.
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Non-Compensation Expenses
Non-compensation expenses increased 24.5% for the three months ended September 30, 2026, primarily driven by higher information technology costs, professional fees, market data costs, and occupancy costs.
Non-compensation expenses increased 21.7% for the nine months ended September 30, 2026, primarily driven by higher information technology costs, professional fees, and market data costs, as well as a decrease in the favorable fair value adjustment on contingent consideration related to the Fabric RQ, Inc. acquisition.
Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, non-compensation expenses would have increased by 21.5% and 18.6%, respectively, for the three and nine months ended September 30, 2026.
Amortization of Intangible Assets
Amortization of intangible assets expense increased 10.2% for the three months ended September 30, 2026, primarily driven by higher amortization of internally developed capitalized software.
Amortization of intangible assets expense increased 1.8% for the nine months ended September 30, 2026, primarily driven by higher amortization of internally developed capitalized software, partially offset by certain acquired intangible assets becoming fully amortized during the prior year.
Depreciation and Amortization of Property, Equipment and Leasehold Improvements
Depreciation and amortization of property, equipment and leasehold improvements increased 12.1% and 17.0% for the three and nine months ended September 30, 2026, respectively, primarily driven by higher depreciation on computer and related equipment.
Total Other Expense (Income), Net
The following table shows our other expense (income), net for the periods indicated:
| Three Months Ended September 30, | % Change | Nine Months Ended September 30, | % Change | |||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Interest income | $ | (2.9) | $ | (5.1) | (43.1 | %) | $ | (8.2) | $ | (11.9) | (31.1 | %) | ||||||||||||||||||||||||||
| Interest expense | 74.8 | 53.6 | 39.6 | % | 214.9 | 146.3 | 46.9 | % | ||||||||||||||||||||||||||||||
| Other expense (income) | 2.3 | 2.6 | (11.5 | %) | 5.4 | 10.1 | (46.5 | %) | ||||||||||||||||||||||||||||||
| Total other expense (income), net | $ | 74.2 | $ | 51.1 | 45.2 | % | $ | 212.1 | $ | 144.5 | 46.8 | % | ||||||||||||||||||||||||||
Total other expense (income), net increased 45.2% and 46.8% for the three and nine months ended September 30, 2026, respectively, primarily driven by higher interest expense as a result of higher debt levels.
Income Taxes
The effective tax rate for the three months ended September 30, 2026 and 2025 was 18.0% and 17.9%, respectively. The increase in the tax rate was primarily driven by a lower operating tax rate in the current year that was offset by smaller net discrete tax benefits compared to the prior year.
The effective tax rate for the nine months ended September 30, 2026 and 2025 was 11.0% and 17.0%, respectively. The decrease in the effective tax rate was primarily driven by an $88.0 million discrete tax benefit recognized upon the completion of a multi-phased internal legal entity restructuring in the three months ended March 31, 2026.
Net Income
Net income for the three months ended September 30, 2026 and 2025 was $351.0 million and $325.3 million, respectively, representing an increase of 7.9%. The change in net income was driven by the factors described above.
Net income for the nine months ended September 30, 2026 and 2025 was $1,099.0 million and $917.6 million, respectively, representing an increase of 19.8%. The change in net income was driven by the factors described above.
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Weighted Average Shares and Common Shares Outstanding
The following table shows our weighted average shares outstanding for the periods indicated:
| Three Months Ended September 30, | % Change | Nine Months Ended September 30, | % Change | |||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||||||||||||||||||||||||
| Basic | 72.1 | 76.5 | (5.8 | %) | 72.7 | 77.2 | (5.8 | %) | ||||||||||||||||||||||||||||||
| Diluted | 72.3 | 76.6 | (5.6 | %) | 72.8 | 77.3 | (5.8 | %) | ||||||||||||||||||||||||||||||
Common shares outstanding as of September 30, 2026 were 71.7 million, compared to 73.6 million as of December 31, 2025, representing a decrease of 2.6%. The decrease in weighted average shares and common shares outstanding for the three and nine months ended September 30, 2026 was driven by the impact of share repurchases made pursuant to the Company’s stock repurchase program.
Non-GAAP Financial Measures
Adjusted EBITDA
“Adjusted EBITDA,” a non-GAAP measure used by management to assess operating performance, is defined as net income before (1) provision for income taxes, (2) other expense (income), net, (3) depreciation and amortization of property, equipment and leasehold improvements, (4) amortization of intangible assets and, at times, (5) certain other transactions or adjustments, including, when applicable, certain acquisition-related integration, transaction and earn-out costs.
“Adjusted EBITDA expenses,” a non-GAAP measure used by management to assess operating performance, is defined as operating expenses less depreciation and amortization of property, equipment and leasehold improvements and amortization of intangible assets and, at times, certain other transactions or adjustments, including, when applicable, certain acquisition-related integration, transaction and earn-out costs.
“Adjusted EBITDA margin” is defined as Adjusted EBITDA divided by operating revenues.
Adjusted EBITDA, Adjusted EBITDA expenses and Adjusted EBITDA margin are believed to be meaningful measures for management to assess the operating performance of the Company because they adjust for significant one-time, unusual or non-recurring items as well as eliminate the accounting effects of certain capital spending and acquisitions that do not directly affect what management considers to be the Company’s ongoing operating performance in the period. All companies do not calculate adjusted EBITDA, adjusted EBITDA expenses and adjusted EBITDA margin in the same way. These measures can differ significantly from company to company depending on, among other things, long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. Accordingly, the Company’s computation of the Adjusted EBITDA, Adjusted EBITDA expenses and Adjusted EBITDA margin measures may not be comparable to similarly titled measures computed by other companies.
The following table presents non-GAAP Adjusted EBITDA for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Operating revenues | $ | 892.0 | $ | 793.4 | $ | 2,609.8 | $ | 2,311.9 | ||||||||||||||||||
| Adjusted EBITDA expenses | 337.2 | 299.0 | 1,011.8 | 917.5 | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 554.8 | $ | 494.4 | $ | 1,598.0 | $ | 1,394.4 | ||||||||||||||||||
| Operating margin % | 56.3 | % | 56.4 | % | 55.4 | % | 54.1 | % | ||||||||||||||||||
| Adjusted EBITDA margin % | 62.2 | % | 62.3 | % | 61.2 | % | 60.3 | % | ||||||||||||||||||
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Reconciliation of Net Income to Adjusted EBITDA and Operating Expenses to Adjusted EBITDA Expenses
The following table presents the reconciliation of net income to Adjusted EBITDA for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net income | $ | 351.0 | $ | 325.3 | $ | 1,099.0 | $ | 917.6 | ||||||||||||||||||
| Provision for income taxes | 76.9 | 71.2 | 135.4 | 187.8 | ||||||||||||||||||||||
| Other expense (income), net | 74.2 | 51.1 | 212.1 | 144.5 | ||||||||||||||||||||||
| Operating income | 502.1 | 447.6 | 1,446.5 | 1,249.9 | ||||||||||||||||||||||
| Amortization of intangible assets | 45.2 | 41.0 | 130.9 | 128.6 | ||||||||||||||||||||||
Depreciation and amortization of property, equipment and leasehold improvements | 6.5 | 5.8 | 18.6 | 15.9 | ||||||||||||||||||||||
Acquisition-related integration and transaction costs1 | 1.0 | — | 2.0 | — | ||||||||||||||||||||||
| Consolidated Adjusted EBITDA | $ | 554.8 | $ | 494.4 | $ | 1,598.0 | $ | 1,394.4 | ||||||||||||||||||
| Index Adjusted EBITDA | 412.4 | 350.2 | 1,185.4 | 992.0 | ||||||||||||||||||||||
| Analytics Adjusted EBITDA | 85.7 | 90.1 | 256.5 | 258.7 | ||||||||||||||||||||||
| Sustainability and Climate Adjusted EBITDA | 38.2 | 34.7 | 106.8 | 90.2 | ||||||||||||||||||||||
| All Other - Private Assets Adjusted EBITDA | 18.5 | 19.4 | 49.3 | 53.5 | ||||||||||||||||||||||
| Consolidated Adjusted EBITDA | $ | 554.8 | $ | 494.4 | $ | 1,598.0 | $ | 1,394.4 | ||||||||||||||||||
___________________________
1Represents transaction expenses and other costs directly related to certain announced or completed acquisitions and the integration of such acquisitions, including professional fees, severance expenses and regulatory filing fees, in each case only to the extent incurred no later than 12 months following the closing of the relevant acquisition. Also includes amounts arising under earn-out and other contingent consideration arrangements related to such acquisitions, including gains and losses from changes in their estimated fair value, which are included for the contractual term of the applicable arrangement.
The following table presents the reconciliation of operating expenses to Adjusted EBITDA expenses for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Total operating expenses | $ | 389.9 | $ | 345.8 | $ | 1,163.3 | $ | 1,062.0 | ||||||||||||||||||
| Amortization of intangible assets | 45.2 | 41.0 | 130.9 | 128.6 | ||||||||||||||||||||||
Depreciation and amortization of property, equipment and leasehold improvements | 6.5 | 5.8 | 18.6 | 15.9 | ||||||||||||||||||||||
Acquisition-related integration and transaction costs1 | 1.0 | — | 2.0 | — | ||||||||||||||||||||||
| Consolidated Adjusted EBITDA expenses | $ | 337.2 | $ | 299.0 | $ | 1,011.8 | $ | 917.5 | ||||||||||||||||||
| Index Adjusted EBITDA expenses | $ | 120.2 | $ | 100.9 | $ | 354.5 | $ | 315.7 | ||||||||||||||||||
| Analytics Adjusted EBITDA expenses | 105.3 | 92.1 | 313.9 | 273.4 | ||||||||||||||||||||||
Sustainability and Climate Adjusted EBITDA expenses | 55.5 | 55.4 | 170.7 | 173.4 | ||||||||||||||||||||||
All Other - Private Assets Adjusted EBITDA expenses | 56.2 | 50.6 | 172.7 | 155.0 | ||||||||||||||||||||||
| Consolidated Adjusted EBITDA expenses | $ | 337.2 | $ | 299.0 | $ | 1,011.8 | $ | 917.5 | ||||||||||||||||||
___________________________
1Represents transaction expenses and other costs directly related to certain announced or completed acquisitions and the integration of such acquisitions, including professional fees, severance expenses and regulatory filing fees, in each case only to the extent incurred no later than 12 months following the closing of the relevant acquisition. Also includes amounts arising under earn-out and other contingent consideration arrangements related to such acquisitions, including gains and losses from changes in their estimated fair value, which are included for the contractual term of the applicable arrangement.
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Segment Results
Index Segment
The following table presents the results for the Index segment for the periods indicated:
| Three Months Ended September 30, | % Change | Nine Months Ended September 30, | % Change | |||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Operating revenues: | ||||||||||||||||||||||||||||||||||||||
| Recurring subscriptions | $ | 269.5 | $ | 242.5 | 11.1% | $ | 786.7 | $ | 711.5 | 10.6 | % | |||||||||||||||||||||||||||
| Asset-based fees | 246.6 | 197.5 | 24.9% | 704.2 | 559.0 | 26.0 | % | |||||||||||||||||||||||||||||||
| Non-recurring | 16.5 | 11.1 | 48.6% | 49.0 | 37.2 | 31.7 | % | |||||||||||||||||||||||||||||||
| Operating revenues total | 532.6 | 451.1 | 18.1% | 1,539.9 | 1,307.7 | 17.8 | % | |||||||||||||||||||||||||||||||
| Adjusted EBITDA expenses | 120.2 | 100.9 | 19.1% | 354.5 | 315.7 | 12.3 | % | |||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 412.4 | $ | 350.2 | 17.8% | $ | 1,185.4 | $ | 992.0 | 19.5 | % | |||||||||||||||||||||||||||
| Adjusted EBITDA margin % | 77.4 | % | 77.6 | % | 77.0 | % | 75.9 | % | ||||||||||||||||||||||||||||||
Index operating revenues increased 18.1% for the three months ended September 30, 2026, driven by growth from asset-based fees as well as recurring subscriptions. Adjusting for the impact of the acquisitions of Compass and PM Insights and foreign currency exchange rate fluctuations, Index operating revenues would have increased 18.0%.
Operating revenues from recurring subscriptions increased 11.1% for the three months ended September 30, 2026, primarily driven by growth from market cap-weighted Index products.
Operating revenues from asset-based fees increased 24.9% for the three months ended September 30, 2026, primarily driven by growth in revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes. Operating revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes increased by 28.2% and 20.7%, respectively, primarily driven by an increase in average AUM, partially offset by a decrease in average basis point fees.
Index operating revenues increased 17.8% for the nine months ended September 30, 2026, primarily driven by growth from asset-based fees as well as recurring subscriptions. Adjusting for the impact of the acquisitions of Compass and PM Insights and foreign currency exchange rate fluctuations, Index operating revenues would have increased 17.7%.
Operating revenues from recurring subscriptions increased 10.6% for the nine months ended September 30, 2026, primarily driven by growth from market cap-weighted Index products.
Operating revenues from asset-based fees increased 26.0% for the nine months ended September 30, 2026, primarily driven by growth in revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes. Operating revenues from ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes increased by 32.3% and 15.0%, respectively, primarily driven by an increase in average AUM, partially offset by a decrease in average basis point fees.
The following table presents the value of AUM in ETFs linked to MSCI equity indexes and the sequential change of such assets as of the end of each of the periods indicated:
| Three Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2026 | |||||||||||||||||||||||||||||||||||||||||||
| (in billions) | March 31, | June 30, | September 30, | December 31, | March 31, | June 30, | September 30, | |||||||||||||||||||||||||||||||||||||
AUM in ETFs linked to MSCI equity indexes1,2 | $ | 1,783 | $ | 2,025 | $ | 2,211 | $ | 2,341 | $ | 2,403 | $ | 2,818 | $ | 2,905 | ||||||||||||||||||||||||||||||
| Sequential Change in Value | ||||||||||||||||||||||||||||||||||||||||||||
| Market Appreciation/(Depreciation) | $ | 16 | $ | 193 | $ | 140 | $ | 63 | $ | (41) | $ | 376 | $ | 11 | ||||||||||||||||||||||||||||||
| Cash Inflows | 42 | 49 | 46 | 67 | 103 | 39 | 76 | |||||||||||||||||||||||||||||||||||||
| Total Change | $ | 58 | $ | 242 | $ | 186 | $ | 130 | $ | 62 | $ | 415 | $ | 87 | ||||||||||||||||||||||||||||||
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The following table presents the average value of AUM in ETFs linked to MSCI equity indexes for the periods indicated:
| 2025 | 2026 | |||||||||||||||||||||||||||||||||||||||||||
| (in billions) | March | June | September | December | March | June | September | |||||||||||||||||||||||||||||||||||||
AUM in ETFs linked to MSCI equity indexes1,2 | ||||||||||||||||||||||||||||||||||||||||||||
| Quarterly average | $ | 1,794 | $ | 1,869 | $ | 2,108 | $ | 2,274 | $ | 2,471 | $ | 2,706 | $ | 2,878 | ||||||||||||||||||||||||||||||
| Year-to-date average | $ | 1,794 | $ | 1,831 | $ | 1,924 | $ | 2,011 | $ | 2,471 | $ | 2,588 | $ | 2,685 | ||||||||||||||||||||||||||||||
___________________________
1The historical values of the AUM in ETFs linked to our equity indexes as of the last day of the month and the monthly average balance can be found under the link “AUM in ETFs Linked to MSCI Equity Indexes” on our Investor Relations homepage at https://ir.msci.com. This information is updated mid-month each month. Information contained on our website is not deemed part of or incorporated by reference into this Quarterly Report on Form 10-Q or any other report filed with the SEC. The AUM in ETFs also includes AUM in Exchange Traded Notes, the value of which is less than 1.0% of the AUM amounts presented.
2The value of AUM in ETFs linked to MSCI equity indexes is calculated by multiplying the equity ETF net asset value by the number of shares outstanding.
The average value of AUM in ETFs linked to MSCI equity indexes for the three months ended September 30, 2026, was up $769 billion, or 36.5%. For the nine months ended September 30, 2026, the average value of AUM in ETFs linked to MSCI equity indexes was up $761 billion, or 39.6%.
Index segment Adjusted EBITDA expenses increased 19.1% for the three months ended September 30, 2026, driven by increases in compensation and benefits costs, primarily from incentive compensation, partially offset by increased capitalization of costs related to internally developed software projects. The increase was also driven by increases in non-compensation expenses as a result of higher professional fees and information technology costs. Adjusting for the impact of the acquisitions of Compass and PM Insights and foreign currency exchange rate fluctuations, Index segment Adjusted EBITDA expenses would have increased by 17.7%.
Index segment Adjusted EBITDA expenses increased 12.3% for the nine months ended September 30, 2026, driven by increases in non-compensation expenses primarily as a result of higher professional fees and information technology costs. The increase was also driven by increases in compensation and benefits costs, primarily from incentive compensation, partially offset by increased capitalization of costs related to internally developed software projects. Adjusting for the impact of the acquisitions of Compass and PM Insights and foreign currency exchange rate fluctuations, Index segment Adjusted EBITDA expenses would have increased by 9.6%.
Analytics Segment
The following table presents the results for the Analytics segment for the periods indicated:
| Three Months Ended September 30, | % Change | Nine Months Ended September 30, | % Change | |||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Operating revenues: | ||||||||||||||||||||||||||||||||||||||
| Recurring subscriptions | $ | 188.1 | $ | 178.3 | 5.5 | % | $ | 557.2 | $ | 517.8 | 7.6 | % | ||||||||||||||||||||||||||
| Non-recurring | 2.9 | 3.9 | (25.6 | %) | 13.2 | 14.3 | (7.7 | %) | ||||||||||||||||||||||||||||||
| Operating revenues total | 191.0 | 182.2 | 4.8 | % | 570.4 | 532.1 | 7.2 | % | ||||||||||||||||||||||||||||||
| Adjusted EBITDA expenses | 105.3 | 92.1 | 14.3 | % | 313.9 | 273.4 | 14.8 | % | ||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 85.7 | $ | 90.1 | (4.9 | %) | $ | 256.5 | $ | 258.7 | (0.9 | %) | ||||||||||||||||||||||||||
| Adjusted EBITDA margin % | 44.9 | % | 49.4 | % | 45.0 | % | 48.6 | % | ||||||||||||||||||||||||||||||
Analytics operating revenues increased 4.8% for the three months ended September 30, 2026, primarily driven by growth from recurring subscriptions related to both Equity Analytics and Multi-Asset Class products. Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics operating revenues would have increased 5.2%.
Analytics segment Adjusted EBITDA expenses increased 14.3% for the three months ended September 30, 2026, primarily driven by increases in non-compensation expenses as a result of higher information technology costs and market data costs. The increase was also driven by increases in compensation and benefits costs, primarily from incentive compensation. Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics segment Adjusted EBITDA expenses would have increased 14.5%.
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Analytics operating revenues increased 7.2% for the nine months ended September 30, 2026, primarily driven by growth from recurring subscriptions related to both Equity Analytics and Multi-Asset Class products. Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics operating revenues would have increased 7.5%.
Analytics segment Adjusted EBITDA expenses increased 14.8% for the nine months ended September 30, 2026, primarily driven by increases in non-compensation expenses as a result of higher information technology costs, as well as a decrease in the favorable fair value adjustment on contingent consideration related to the Fabric RQ, Inc. acquisition. The increase was also driven by increases in compensation and benefits costs, primarily as a result of incentive compensation. Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics segment Adjusted EBITDA expenses would have increased 13.9%.
Sustainability and Climate Segment
The following table presents the results for the Sustainability and Climate segment for the periods indicated:
| Three Months Ended September 30, | % Change | Nine Months Ended September 30, | % Change | |||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Operating revenues: | ||||||||||||||||||||||||||||||||||||||
| Recurring subscriptions | $ | 92.2 | $ | 88.7 | 3.9 | % | $ | 273.6 | $ | 258.4 | 5.9 | % | ||||||||||||||||||||||||||
| Non-recurring | 1.5 | 1.4 | 7.1 | % | 3.9 | 5.2 | (25.0 | %) | ||||||||||||||||||||||||||||||
| Operating revenues total | 93.7 | 90.1 | 4.0 | % | 277.5 | 263.6 | 5.3 | % | ||||||||||||||||||||||||||||||
| Adjusted EBITDA expenses | 55.5 | 55.4 | 0.2 | % | 170.7 | 173.4 | (1.6 | %) | ||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 38.2 | $ | 34.7 | 10.1 | % | $ | 106.8 | $ | 90.2 | 18.4 | % | ||||||||||||||||||||||||||
| Adjusted EBITDA margin % | 40.8 | % | 38.6 | % | 38.5 | % | 34.3 | % | ||||||||||||||||||||||||||||||
Sustainability and Climate operating revenues increased 4.0% for the three months ended September 30, 2026, primarily driven by growth from recurring subscriptions related to Ratings and Climate products. Adjusting for the impact of the acquisition of First Street and foreign currency exchange rate fluctuations, Sustainability and Climate operating revenues would have increased 2.2%.
Sustainability and Climate segment Adjusted EBITDA expenses increased 0.2% for the three months ended September 30, 2026, primarily driven by increases in non-compensation expenses as a result of higher information technology costs, professional fees, and market data costs, partially offset by increases in capitalization of costs related to internally developed software projects. Adjusting for the impact of the acquisition of First Street and foreign currency exchange rate fluctuations, Sustainability and Climate segment Adjusted EBITDA expenses would have decreased 4.2%.
Sustainability and Climate operating revenues increased 5.3% for the nine months ended September 30, 2026, primarily driven by growth from recurring subscriptions related to Ratings products. Adjusting for the impact of the acquisition of First Street and foreign currency exchange rate fluctuations, Sustainability and Climate operating revenues would have increased 3.0%.
Sustainability and Climate segment Adjusted EBITDA expenses decreased 1.6% for the nine months ended September 30, 2026, primarily driven by increased capitalization of costs related to internally developed software projects. Adjusting for the impact of the acquisition of First Street and foreign currency exchange rate fluctuations, Sustainability and Climate segment Adjusted EBITDA expenses would have decreased 3.7%.
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All Other – Private Assets
The following table presents the results for All Other – Private Assets for the periods indicated:
| Three Months Ended September 30, | % Change | Nine Months Ended September 30, | % Change | |||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Operating revenues: | ||||||||||||||||||||||||||||||||||||||
| Recurring subscriptions | $ | 73.8 | $ | 69.6 | 6.0 | % | $ | 219.7 | $ | 206.7 | 6.3 | % | ||||||||||||||||||||||||||
| Non-recurring | 0.9 | 0.4 | 125.0 | % | 2.3 | 1.8 | 27.8 | % | ||||||||||||||||||||||||||||||
| Operating revenues total | 74.7 | 70.0 | 6.7 | % | 222.0 | 208.5 | 6.5 | % | ||||||||||||||||||||||||||||||
| Adjusted EBITDA expenses | 56.2 | 50.6 | 11.1 | % | 172.7 | 155.0 | 11.4 | % | ||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 18.5 | $ | 19.4 | (4.6 | %) | $ | 49.3 | $ | 53.5 | (7.9 | %) | ||||||||||||||||||||||||||
| Adjusted EBITDA margin % | 24.8 | % | 27.6 | % | 22.2 | % | 25.7 | % | ||||||||||||||||||||||||||||||
All Other - Private Assets operating revenues increased 6.7% for the three months ended September 30, 2026, primarily driven by growth from recurring subscriptions in Private Capital Solutions related to Private Capital Intel, Total Plan Manager and Private Capital Portfolio Management products, as well as growth from recurring subscriptions in Real Assets related to Index Intel and RCA products. Adjusting for the impact of the acquisition of Vantager and foreign currency exchange rate fluctuations, All Other – Private Assets operating revenues would have increased 6.7%.
All Other - Private Assets Adjusted EBITDA expenses increased 11.1% for the three months ended September 30, 2026, driven by increases in compensation and benefits costs, primarily from incentive compensation and salaries. Adjusting for the impact of the acquisition of Vantager and foreign currency exchange rate fluctuations, All Other – Private Assets Adjusted EBITDA expenses would have increased 9.5%.
All Other - Private Assets operating revenues increased 6.5% for the nine months ended September 30, 2026, primarily driven by growth from recurring subscriptions in Private Capital Solutions related to Private Capital Intel, Total Plan Manager and Private Capital Portfolio Management products. Adjusting for the impact of the acquisition of Vantager and foreign currency exchange rate fluctuations, All Other – Private Assets operating revenues would have increased 5.5%.
All Other - Private Assets Adjusted EBITDA expenses increased 11.4% for the nine months ended September 30, 2026, driven by increases in compensation and benefits costs, primarily from incentive compensation and salaries. The increase was also driven by increases in non-compensation expenses as a result of higher professional fees. Adjusting for the impact of the acquisition of Vantager and foreign currency exchange rate fluctuations, All Other – Private Assets Adjusted EBITDA expenses would have increased 8.5%.
Operating Metrics
A substantial portion of MSCI’s operating revenues is derived from recurring subscriptions or licenses for products and services that are ongoing in nature and provided over contractually agreed periods, which are subject to renewal or cancellation upon the expiration of the then-current term. In addition, we generate non-recurring revenues from one-time sales and other transactions or services that are discrete in nature or that have a defined life. The operating metrics defined below help management assess the stability and growth of this recurring-revenue base and track non-recurring revenues. There have been no changes to the methodologies used to compute these metrics compared with prior periods.
Run Rate
Run Rate estimates, at a specific point in time, the annualized value of the recurring portion of executed client contracts (“Client Contracts”) expected to generate revenues over the next 12 months, assuming that all such Client Contracts are renewed and using fixed foreign exchange rates. Run Rate includes new Client Contracts upon execution, even if the license start date and related revenue recognition occur later.
For Client Contracts where fees are linked to an investment product’s assets or trading volume or fees (referred to as “Asset-based Fees”), the Run Rate calculation is based on:
•For exchange-traded funds (“ETFs”): assets under management as of the last trading day of the period;
•For non-ETF products: the most recent client-reported assets under management; and
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•For listed futures and options contracts: the most recent quarterly volumes and/or reported exchange fees.
Run Rate excludes fees associated with one-time or other non-recurring transactions.
We remove from Run Rate the annualized fee value associated with products or services under any Client Contracts when (i) we have received a notice of termination, reduction in fees, non-renewal or other clear indication that the client does not intend to continue its subscription at then current fees; and (ii) management has determined that such notice or indication reflects the client’s final decision to terminate, not renew or renew at a lower fee the applicable products or services, even if such termination or non-renewal is not yet effective (each such event, a “Subscription Cancellation”).
In general, when a client reduces the fees paid to MSCI associated with a reduction in the number of products or services to which it subscribes within a segment, or a switch between products or services within a segment, unless the client switches to a product or service that management considers a replacement, such reduction or switch is treated as a Subscription Cancellation, including for purposes of calculating MSCI’s Retention Rate (as detailed below). In the cases where the client switches products or services to a replacement service, only the net decrease, if any, is reported as a cancellation.
•In the Analytics and Sustainability and Climate operating segments, substantially all such product or service switches are treated as replacements and are netted accordingly.
•In contrast, in the Index, Real Assets, and Private Capital Solutions operating segments, such netting treatment is applied only in limited circumstances.
Run Rate may differ from revenues recognized in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. Changes in our recurring revenues typically lag changes in Run Rate. Key factors include, but are not limited to:
•Immediate recognition of the annualized value of newly executed recurring Client Contracts;
•Immediate removal of the annualized value of Subscription Cancellations on Client Contracts;
•Immediate updates to reflect modifications to existing Client Contracts, including changes in price or scope of services;
•Timing differences between the effective date of service delivery and contract execution (e.g., Client Contracts with implementation periods, fee waivers or future-dated start terms);
•Variability in revenues driven by exogenous factors, such as changes in reference asset values, currency exchange rates or investment flows;
•Variability in revenues tied to trading volumes of futures and options contracts linked to MSCI indexes; and
•The effects of acquisitions and divestitures.
•Multi-period agreements with contractual price escalators where the total revenue is recognized ratably over the contract period.
Organic recurring subscription Run Rate growth is defined as the period-over-period growth in Run Rate, excluding:
•The impact of changes in foreign currency exchange rates;
•The impact of acquisitions during the first 12 months following the transaction date; and
•The impact of divestitures, where Run Rate from divested businesses are excluded from prior period Run Rates.
The following table presents Run Rates as of the dates indicated and the growth percentages over the periods indicated:
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| As of | ||||||||||||||||||||||||||
| (in millions) | September 30, 2026 | September 30, 2025 | Run Rate Growth % | Organic Run Rate Growth % | ||||||||||||||||||||||
| Index: | ||||||||||||||||||||||||||
| Recurring subscriptions | $ | 1,107.1 | $ | 988.2 | 12.0 | % | 11.7 | % | ||||||||||||||||||
| Asset-based fees | 975.6 | 799.7 | 22.0 | % | 21.9 | % | ||||||||||||||||||||
| Index total | 2,082.7 | 1,787.9 | 16.5 | % | 16.3 | % | ||||||||||||||||||||
| Analytics | 793.5 | 742.4 | 6.9 | % | 7.5 | % | ||||||||||||||||||||
| Sustainability and Climate | 384.8 | 370.8 | 3.8 | % | 2.4 | % | ||||||||||||||||||||
| All Other - Private Assets | 310.9 | 285.4 | 8.9 | % | 9.2 | % | ||||||||||||||||||||
| Total Run Rate | $ | 3,571.9 | $ | 3,186.5 | 12.1 | % | 12.0 | % | ||||||||||||||||||
| Recurring subscriptions total | $ | 2,596.3 | $ | 2,386.8 | 8.8 | % | 8.7 | % | ||||||||||||||||||
| Asset-based fees | 975.6 | 799.7 | 22.0 | % | 21.9 | % | ||||||||||||||||||||
| Total Run Rate | $ | 3,571.9 | $ | 3,186.5 | 12.1 | % | 12.0 | % | ||||||||||||||||||
Total Run Rate increased 12.1%, driven by an 8.8% increase from recurring subscriptions and a 22.0% increase from asset-based fees.
Run Rate from Index asset-based fees increased 22.0%, primarily driven by higher AUM in both ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes.
Run Rate from Index recurring subscriptions increased 12.0%, primarily driven by growth from market cap-weighted and custom Index products. The increase reflects growth across all client segments, primarily driven by growth from the asset managers, banking & brokerages and hedge funds client segments. The increase reflects growth across all regions.
Run Rate from Analytics products increased 6.9%, primarily driven by growth in both Equity Analytics and Multi-Asset Class products, and reflected growth across all regions. The increase primarily reflected growth in the hedge funds, asset owners and asset managers client segments.
Run Rate from Sustainability and Climate products increased 3.8%, driven by growth in Climate products with contributions primarily from Americas and EMEA, partially offset by cancellations.
Run Rate from All Other - Private Assets increased 8.9%, primarily driven by Private Capital Solutions related to Total Plan Manager, Private Capital Transparency Data and Private Capital Intel products. The increase reflected growth across all regions and was primarily driven by the asset owners and asset managers client segments.
Sales
Sales represents the annualized value of products and services that clients have committed to purchase from MSCI and that are expected to result in additional operating revenues.
Non-recurring sales represent the aggregate value of client agreements entered into during the period that generate non-recurring fees and are not included in Run Rate (as defined elsewhere herein), even if such agreements span multiple periods or years.
New recurring subscription sales represent the annualized value of additional client commitments entered into during the period - such as new Client Contracts, expansions of existing Client Contracts or price increases - that contribute to Run Rate.
Net new recurring subscription sales represent new recurring subscription sales minus the impact of Subscription Cancellations, capturing the net impact to Run Rate for the period.
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Total gross sales is the sum of new recurring subscription sales and non-recurring sales.
Total net sales is total gross sales minus the impact of Subscription Cancellations.
Changes in foreign currency are calculated by applying the exchange rates from the prior comparable period to the current period’s foreign currency-denominated Run Rate.
The following table presents our recurring subscription sales, cancellations and non-recurring sales for the periods indicated:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| (in millions) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||||
| Index | ||||||||||||||||||||||||||
| New recurring subscription sales | $ | 34.7 | $ | 29.4 | $ | 101.9 | $ | 81.1 | ||||||||||||||||||
| Subscription cancellations | (7.3) | (9.9) | (21.6) | (27.4) | ||||||||||||||||||||||
| Net new recurring subscription sales | $ | 27.4 | $ | 19.5 | $ | 80.3 | $ | 53.7 | ||||||||||||||||||
| Non-recurring sales | $ | 14.3 | $ | 12.6 | $ | 45.9 | $ | 42.5 | ||||||||||||||||||
| Total gross sales | $ | 49.0 | $ | 42.0 | $ | 147.8 | $ | 123.6 | ||||||||||||||||||
| Total Index net sales | $ | 41.7 | $ | 32.1 | $ | 126.2 | $ | 96.2 | ||||||||||||||||||
| Analytics | ||||||||||||||||||||||||||
| New recurring subscription sales | $ | 30.5 | $ | 21.9 | $ | 69.7 | $ | 60.9 | ||||||||||||||||||
| Subscription cancellations | (10.7) | (9.8) | (30.5) | (28.7) | ||||||||||||||||||||||
| Net new recurring subscription sales | $ | 19.8 | $ | 12.1 | $ | 39.2 | $ | 32.2 | ||||||||||||||||||
| Non-recurring sales | $ | 5.9 | $ | 3.5 | $ | 11.6 | $ | 11.5 | ||||||||||||||||||
| Total gross sales | $ | 36.4 | $ | 25.4 | $ | 81.3 | $ | 72.4 | ||||||||||||||||||
| Total Analytics net sales | $ | 25.7 | $ | 15.6 | $ | 50.8 | $ | 43.7 | ||||||||||||||||||
| Sustainability and Climate | ||||||||||||||||||||||||||
| New recurring subscription sales | $ | 7.6 | $ | 7.5 | $ | 24.4 | $ | 25.0 | ||||||||||||||||||
| Subscription cancellations | (8.7) | (5.5) | (22.7) | (15.5) | ||||||||||||||||||||||
| Net new recurring subscription sales | $ | (1.1) | $ | 2.0 | $ | 1.7 | $ | 9.5 | ||||||||||||||||||
| Non-recurring sales | $ | 0.8 | $ | 0.7 | $ | 4.0 | $ | 3.9 | ||||||||||||||||||
| Total gross sales | $ | 8.4 | $ | 8.2 | $ | 28.4 | $ | 28.9 | ||||||||||||||||||
| Total Sustainability and Climate net sales | $ | (0.3) | $ | 2.7 | $ | 5.7 | $ | 13.4 | ||||||||||||||||||
| All Other - Private Assets | ||||||||||||||||||||||||||
| New recurring subscription sales | $ | 13.0 | $ | 9.7 | $ | 34.0 | $ | 29.3 | ||||||||||||||||||
| Subscription cancellations | (4.3) | (4.5) | (13.3) | (16.0) | ||||||||||||||||||||||
| Net new recurring subscription sales | $ | 8.7 | $ | 5.2 | $ | 20.7 | $ | 13.3 | ||||||||||||||||||
| Non-recurring sales | $ | 0.6 | $ | 1.0 | $ | 1.9 | $ | 2.8 | ||||||||||||||||||
| Total gross sales | $ | 13.6 | $ | 10.7 | $ | 35.9 | $ | 32.1 | ||||||||||||||||||
| Total All Other - Private Assets net sales | $ | 9.3 | $ | 6.2 | $ | 22.6 | $ | 16.1 | ||||||||||||||||||
| Consolidated | ||||||||||||||||||||||||||
| New recurring subscription sales | $ | 85.8 | $ | 68.5 | $ | 230.0 | $ | 196.3 | ||||||||||||||||||
| Subscription cancellations | (31.0) | (29.7) | (88.1) | (87.6) | ||||||||||||||||||||||
| Net new recurring subscription sales | $ | 54.8 | $ | 38.8 | $ | 141.9 | $ | 108.7 | ||||||||||||||||||
| Non-recurring sales | $ | 21.6 | $ | 17.8 | $ | 63.4 | $ | 60.7 | ||||||||||||||||||
| Total gross sales | $ | 107.4 | $ | 86.3 | $ | 293.4 | $ | 257.0 | ||||||||||||||||||
| Total net sales | $ | 76.4 | $ | 56.6 | $ | 205.3 | $ | 169.4 | ||||||||||||||||||
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Retention Rate
The following table presents our Retention Rate for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Index | 97.1% | 95.8% | 97.2% | 96.1% | ||||||||||||||||||||||
| Analytics | 94.3% | 94.4% | 94.6% | 94.5% | ||||||||||||||||||||||
| Sustainability and Climate | 91.0% | 93.6% | 92.2% | 94.0% | ||||||||||||||||||||||
| All Other - Private Assets | 94.2% | 93.3% | 93.9% | 92.0% | ||||||||||||||||||||||
| Total | 95.0% | 94.7% | 95.2% | 94.8% | ||||||||||||||||||||||
Retention Rate is a key performance metric that provides insight into the stability and durability of MSCI’s recurring revenue base. Subscription cancellations reduce Run Rate and, over time, lower future operating revenues.
For full-year periods, Retention Rate is calculated as the retained subscription Run Rate, which is defined as the subscription Run Rate at the beginning of the fiscal year minus actual subscription cancellations during the fiscal year, expressed as a percentage of the subscription Run Rate at the beginning of the fiscal year.
For interim (non-annual) periods, Retention Rate is presented on an annualized basis. The annualized Retention Rate is calculated by:
1.Dividing annualized subscription cancellations in the period by the subscription Run Rate at the beginning of the fiscal year, to determine a cancellation rate; and
2.Subtracting that rate from 100%, to derive the annualized Retention Rate.
Retention Rate is calculated by operating segment and is based on an individual product or service level within each segment. We do not calculate Retention Rate for the portion of Run Rate attributable to Asset-based Fees.
Liquidity and Capital Resources
We require capital to fund ongoing operations, internal growth initiatives and acquisitions. Our primary sources of liquidity are cash flows generated from our operations, existing cash and cash equivalents and credit capacity under our existing credit facility. In addition, we believe we have access to additional funding in the public and private markets. We intend to use these sources of liquidity to, among other things, service our existing and future debt obligations, fund our working capital requirements for capital expenditures, investments, acquisitions and dividend payments, and make repurchases of our common stock. In connection with our business strategy, we regularly evaluate acquisition and strategic partnership opportunities. We believe our liquidity, along with other financing alternatives, will provide the necessary capital to fund these transactions and achieve our planned growth.
Senior Notes and Credit Agreement
As of September 30, 2026, we had an aggregate of $6.0 billion in Senior Notes outstanding. In addition, under the Credit Agreement, we had as of September 30, 2026 an aggregate of $810.0 million in outstanding borrowings under the Revolving Credit Facility. See Note 7, “Debt,” of the Notes to Condensed Consolidated Financial Statements (Unaudited) included herein for additional information on our outstanding indebtedness and Revolving Credit Facility.
On August 20, 2025, we entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) amending and restating in its entirety the Company’s prior Second Amended and Restated Credit Agreement (the “Prior Credit Agreement”). The Credit Agreement increased the aggregate revolving commitments to $1.6 billion (from $1.25 billion under the Prior Credit Agreement) under a revolving credit facility (the “Revolving Credit Facility”), and extends the availability period until August 20, 2030. Obligations under the Credit Agreement are unsecured senior obligations of the Company.
Covenants
The indentures governing our Senior Notes (the “Indentures”) and the Credit Agreement contain covenants that limit our and our subsidiaries’ ability to, among other things, incur liens, enter into sale/leaseback transactions and consolidate, merge or sell all or substantially all of our assets, and that limit the ability of our subsidiaries to incur certain indebtedness.
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The Credit Agreement and the Indentures also contain customary events of default, including those relating to non-payment, breach of representations, warranties or covenants, cross-default and cross-acceleration, and bankruptcy and insolvency events, and, in the case of the Credit Agreement, invalidity or impairment of loan documentation, change of control and customary ERISA defaults in addition to the foregoing. None of the restrictions above are expected to impact our ability to effectively operate the business.
The Credit Agreement also requires us and our subsidiaries to achieve financial and operating results sufficient to maintain compliance with the following financial ratios on a consolidated basis through the termination of the Credit Agreement: (1) the maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) measured quarterly on a rolling four-quarter basis not to exceed 4.25:1.00 (or 4.50:1.00 for four fiscal quarters following a material acquisition) and (2) during any Non-Investment Grade Covenant Period (as defined in the Credit Agreement), the minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) measured quarterly on a rolling four-quarter basis of at least 3.00:1.00. As of September 30, 2026, our Consolidated Leverage Ratio was 2.90:1.00.
Share Repurchases
The following table provides information with respect to repurchases of the Company’s common stock made on the open market:
Nine months ended (in millions, except per share data) | Average Price Paid Per Share | Total Number of Shares Repurchased | Dollar Value of Shares Repurchased1 | |||||||||||||||||
| September 30, 2026 | $ | 560 | 2.0 | $ | 1,096.5 | |||||||||||||||
| September 30, 2025 | $ | 559 | 2.7 | $ | 1,512.3 | |||||||||||||||
___________________________
1The values in this column exclude the 1% excise tax incurred on share repurchases pursuant to the Inflation Reduction Act. Any excise tax incurred is recognized as part of the cost of the shares acquired in the Unaudited Condensed Consolidated Statements of Shareholders’ Equity (Deficit).
As of September 30, 2026, there was $1.0 billion of available authorization remaining under the 2025 Repurchase Program. This authorization may be modified, suspended or terminated by the Board of Directors at any time without prior notice.
Cash Dividends
On October 19, 2026, the Board of Directors declared a quarterly cash dividend of $2.05 per share for the three months ending December 31, 2026. The fourth quarter 2026 dividend is payable on November 27, 2026 to shareholders of record as of the close of trading on November 13, 2026.
Cash Flows
As of September 30, 2026, the Company had cash and cash equivalents of $261.0 million, compared to $515.3 million, as of December 31, 2025.
We typically seek to maintain minimum cash balances globally of approximately $225.0 million to $275.0 million for general operating purposes. As of September 30, 2026 and December 31, 2025, $160.3 million and $335.7 million, respectively, of the Company’s cash and cash equivalents were held by foreign subsidiaries. Repatriation of some foreign cash may be subject to certain withholding taxes in local jurisdictions and other distribution restrictions. We believe the global cash and cash equivalent balances that are maintained will be available to meet our global needs whether for general corporate purposes or other needs, including acquisitions or expansion of our products.
We believe that global cash flows from operations, together with existing cash and cash equivalents and funds available under our existing revolving credit facility and our ability to access bank debt, private debt and the capital markets for additional funds, will continue to be sufficient to fund our global operating activities and cash commitments for investing and financing activities, such as material capital expenditures and share repurchases, for at least the next 12 months and for the foreseeable future thereafter. In addition, we expect that foreign cash flows from operations, together with existing cash and cash equivalents, will continue to be sufficient to fund our foreign operating activities and cash commitments for investing activities, such as material capital expenditures, for at least the next 12 months and for the foreseeable future thereafter.
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Net Cash Provided by (Used In) Operating, Investing and Financing Activities
| Nine Months Ended September 30, | ||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||
| Net cash provided by operating activities | $ | 1,113.7 | $ | 1,087.3 | ||||||||||
| Net cash (used in) investing activities | (298.6) | (93.6) | ||||||||||||
| Net cash (used in) provided by financing activities | (1,068.7) | (1,012.2) | ||||||||||||
| Effect of exchange rate changes | (0.7) | 9.2 | ||||||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | $ | (254.3) | $ | (9.3) | ||||||||||
Cash Flows From Operating Activities
Cash flows from operating activities consist of net income adjusted for certain non-cash items and changes in assets and liabilities. The year-over-year change was primarily driven by higher cash collections from customers, partially offset by higher interest expenses, cash expenses and income taxes paid.
Our primary uses of cash from operating activities are for the payment of cash compensation expenses, income taxes, interest expenses, technology costs, professional fees, market data costs and office rent. Historically, the payment of cash for compensation and benefits is at its highest level in the first quarter when we pay discretionary employee compensation related to the previous fiscal year.
Cash Flows From Investing Activities
The year-over-year change was due to cash paid for acquisitions and capitalized software development costs.
Cash Flows From Financing Activities
The year-over-year change was primarily driven by lower net proceeds from borrowings, partially offset by lower share repurchases.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Foreign Currency Risk
We are subject to foreign currency exchange fluctuation risk. Exchange rate movements can impact the U.S. dollar-reported value of our revenues, expenses, assets and liabilities denominated in non-U.S. dollar currencies or where the currency of such items is different than the functional currency of the entity where these items were recorded.
We generally invoice our clients in U.S. dollars; however, we invoice a portion of our clients in Euros, British pounds sterling, Japanese yen and a limited number of other non-U.S. dollar currencies. For the nine months ended September 30, 2026 and 2025, 16% and 17%, respectively, of our revenues were subject to foreign currency exchange rate risk and primarily included clients billed in foreign currency as well as U.S. dollar exposures on non-U.S. dollar foreign operating entities. Of the 16% of non-U.S. dollar exposure for the nine months ended September 30, 2026, 44% was in Euros, 30% was in British pounds sterling and 20% was in Japanese yen. Of the 17% of non-U.S. dollar exposure for the nine months ended September 30, 2025, 43% was in Euros, 32% was in British pounds sterling and 18% was in Japanese yen.
Revenues from asset-based fees represented 27% and 24% of operating revenues for the nine months ended September 30, 2026 and 2025, respectively. While a substantial portion of our asset-based fees are invoiced in U.S. dollars, the fees are based on the assets in investment products, of which approximately three-fifths are invested in securities denominated in currencies other than the U.S. dollar. Accordingly, declines in such other currencies against the U.S. dollar will decrease the fees payable to us under such licenses. In addition, declines in such currencies against the U.S. dollar could impact the attractiveness of such investment products resulting in net fund outflows, which would further reduce the fees payable under such licenses.
We are exposed to additional foreign currency risk in certain of our operating costs. Approximately 42% and 42% of our operating expenses for the nine months ended September 30, 2026 and 2025, respectively, were denominated in foreign currencies, the significant majority of which were denominated in British pounds sterling, Indian rupees, Euros, Hungarian forints, Mexican pesos and Swiss francs.
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We have certain monetary assets and liabilities denominated in currencies other than local functional amounts, and when these balances are remeasured into their local functional currency, either a gain or a loss results from the change of the value of the functional currency as compared to the originating currencies. We manage foreign currency exchange rate risk, in part, through the use of derivative financial instruments comprised principally of forward contracts on foreign currency which are not designated as hedging instruments for accounting purposes. The objective of the derivative instruments is to minimize the impact on the income statement of the volatility of amounts denominated in certain foreign currencies. We recognized total foreign currency exchange losses of $4.7 million and $6.4 million for the nine months ended September 30, 2026 and 2025, respectively.
Interest Rate Risk
Our Senior Notes bear interest at fixed rates, and therefore changes in market interest rates do not affect the interest expense on the Senior Notes. Borrowings under the Revolving Credit Facility bear interest at a variable rate based on either the Base Rate or SOFR, plus an applicable margin.
As of September 30, 2026, we had $810.0 million of floating rate debt outstanding. A hypothetical 50 basis point increase or decrease in the rate would change our annual interest expense by approximately $4.1 million.
Refer to Note 7, Debt, in the Notes to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information on our outstanding borrowings as of September 30, 2026.
Item 4. Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures, as defined in Rule 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), as of the end of the period covered by this report, and have concluded that these disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time specified in the SEC’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
Various lawsuits, arbitrations, claims, government inquiries, requests for information, subpoenas, regulatory investigations, examinations, inspections and other legal or regulatory processes have been or may be instituted or asserted against the Company in the ordinary course of business. While the potential losses could be substantial, due to uncertainties surrounding the potential outcomes, management cannot currently reasonably estimate the possible loss or range of loss that may arise from these matters. Consequently, it is possible that MSCI’s business, operating results, financial condition or cash flows in a particular period could be materially affected by these matters. However, based on facts currently available, we believe that the disposition of matters that are currently pending or asserted will not, individually or in the aggregate, have a material effect on MSCI’s business, operating results, financial condition or cash flows.
Item 1A. Risk Factors
For a discussion of the risk factors affecting the Company, see “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
There have been no material changes to the risk factors and uncertainties known to the Company and disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 2025, that, if they were to materialize or occur, would, individually or in the aggregate, have a material effect on MSCI’s business, operating results, financial condition or cash flows.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities
There were no unregistered sales of equity securities during the three months ended September 30, 2026.
The table below presents information with respect to purchases made by or on behalf of the Company of its shares of common stock during the three months ended September 30, 2026.
Issuer Purchases of Equity Securities
| Period | Total Number of Shares Purchased1 | Average Price Paid Per Share2 | Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)3 | ||||||||||||||||||||||
| July 1, 2026 - July 31, 2026 | 306,351 | $ | 561.70 | 305,723 | $ | 1,401 | ||||||||||||||||||||
| August 1, 2026 - August 31, 2026 | 507,675 | $ | 565.55 | 507,662 | $ | 1,114 | ||||||||||||||||||||
| September 1, 2026 - September 30, 2026 | 167,689 | $ | 557.40 | 167,676 | $ | 1,020 | ||||||||||||||||||||
| Total | 981,715 | $ | 562.96 | 981,061 | $ | 1,020 | ||||||||||||||||||||
___________________________
1Includes, when applicable, (i) shares purchased by the Company on the open market under the stock repurchase program; (ii) shares withheld to satisfy tax withholding obligations on behalf of employees that occur upon vesting and delivery of outstanding shares underlying restricted stock units; and (iii) shares held in treasury under the MSCI Inc. Non-Employee Directors Deferral Plan. The value of shares withheld to satisfy tax withholding obligations was determined using the fair market value of the Company’s common stock on the date of withholding, using a valuation methodology established by the Company.
2Excludes 1% excise tax incurred on share repurchases.
3See Note 9, “Shareholders’ Equity (Deficit),” of the Notes to the Unaudited Condensed Consolidated Financial Statements included herein for further information regarding our stock repurchase program.
Item 5. Other Information
During the three months ended September 30, 2026, none of the Company’s directors or officers, as defined in Section 16 of the Exchange Act, adopted terminated
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Item 6. Exhibits
EXHIBIT INDEX
| Exhibit Number | Description | ||||||||||
| 3.1 | |||||||||||
| 3.2 | |||||||||||
| * | 31.1 | ||||||||||
| * | 31.2 | ||||||||||
| ** | 32.1 | ||||||||||
| * | 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 Document | |||||||||
| * | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||
| * | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||||
| * | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||
| * | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||
| * | 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||||
___________________________
*Filed herewith.
**Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: October 20, 2026
| MSCI INC. (Registrant) | ||||||||
| By: | /s/ Andrew C. Wiechmann | |||||||
| Andrew C. Wiechmann Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||||||||
45
Exhibit 31.1
SECTION 302 CERTIFICATION
I, Henry A. Fernandez, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of MSCI 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(s) 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(s) 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: October 20, 2026
| /s/ Henry A. Fernandez | |||||
| Henry A. Fernandez Chairman, Chief Executive Officer and President (Principal Executive Officer) | |||||
Exhibit 31.2
SECTION 302 CERTIFICATION
I, Andrew C. Wiechmann, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of MSCI 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(s) 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(s) 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: October 20, 2026
| /s/ Andrew C. Wiechmann | |||||
| Andrew C. Wiechmann Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Henry A. Fernandez, Chairman, Chief Executive Officer and President of MSCI Inc. (the “Registrant”) and Andrew C. Wiechmann, Chief Financial Officer of the Registrant, each hereby certifies that, to the best of his/her knowledge:
1.The Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2026 (the “Periodic Report”), to which this Certification is attached as Exhibit 32.1, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Periodic Report fairly presents, in all material respects, the financial condition of the Registrant at the end of the period covered by the Periodic Report and results of operations of the Registrant for the periods covered by the Periodic Report.
Date: October 20, 2026
| /s/ Henry A. Fernandez | /s/ Andrew C. Wiechmann | |||||||
| Henry A. Fernandez Chairman, Chief Executive Officer and President (Principal Executive Officer) | Andrew C. Wiechmann Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |||||||