UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 10-Q
___________________________________
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended March 31, 2026
OR
| o | 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
________________________________________
MSCI INC.
(Exact Name of Registrant as Specified in its Charter)
________________________________________
| Delaware | 13-4038723 | |||||||
| (State or other jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | |||||||
7 World Trade Center 250 Greenwich Street, 49th Floor New York, New York | 10007 | |||||||
| (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 | ||||||||||||
| Common stock, par value $0.01 per share | MSCI | New York Stock Exchange | ||||||||||||
________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 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.
| Large accelerated filer | x | Accelerated filer | o | ||||||||
| Non-accelerated filer | o | Smaller reporting company | o | ||||||||
| Emerging growth company | o | ||||||||||
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 April 14, 2026, there were 72.8 million shares of the registrant’s Common Stock, par value $0.01, outstanding.
FOR THE QUARTER ENDED MARCH 31, 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 | ||||||||||||||
| March 31, | December 31, | |||||||||||||
| (unaudited) | 2026 | 2025 | ||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
Cash and cash equivalents (includes restricted cash of $3.6 and $3.7 at March 31, 2026 and December 31, 2025, respectively) | $ | 385.3 | $ | 515.3 | ||||||||||
Accounts receivable (net of allowances of $7.1 and $6.4 at March 31, 2026 and December 31, 2025, respectively) | 883.2 | 986.7 | ||||||||||||
| Prepaid income taxes | 43.7 | 69.3 | ||||||||||||
| Prepaid and other assets | 81.9 | 73.5 | ||||||||||||
| Total current assets | 1,394.1 | 1,644.8 | ||||||||||||
| Property, equipment and leasehold improvements, net | 87.3 | 87.3 | ||||||||||||
| Right of use assets | 146.8 | 112.9 | ||||||||||||
| Goodwill | 2,962.3 | 2,923.4 | ||||||||||||
| Intangible assets, net | 851.0 | 832.5 | ||||||||||||
| Deferred tax assets | 47.0 | 45.9 | ||||||||||||
| Other non-current assets | 56.8 | 55.7 | ||||||||||||
| Total assets | $ | 5,545.3 | $ | 5,702.5 | ||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | 10.3 | $ | 15.3 | ||||||||||
| Income taxes payable | 56.5 | 74.4 | ||||||||||||
| Accrued compensation and related benefits | 94.7 | 242.9 | ||||||||||||
| Other accrued liabilities | 267.7 | 265.4 | ||||||||||||
| Deferred revenue | 1,184.0 | 1,231.8 | ||||||||||||
| Total current liabilities | 1,613.2 | 1,829.8 | ||||||||||||
| Long-term debt | 6,403.8 | 6,202.3 | ||||||||||||
| Long-term operating lease liabilities | 143.9 | 107.5 | ||||||||||||
| Deferred tax liabilities | 24.6 | 101.6 | ||||||||||||
| Other non-current liabilities | 133.9 | 115.8 | ||||||||||||
| Total liabilities | 8,319.4 | 8,357.0 | ||||||||||||
| Commitments and Contingencies (see Note 7) | ||||||||||||||
| Shareholders’ equity (deficit): | ||||||||||||||
Preferred stock (par value $0.01; 100.0 shares authorized; no shares issued) | — | — | ||||||||||||
Common stock (par value $0.01; 750.0 common shares authorized; 134.4 and 134.4 common shares issued and 72.9 and 73.6 common shares outstanding at March 31, 2026 and December 31, 2025, respectively) | 1.3 | 1.3 | ||||||||||||
Treasury shares, at cost (61.5 and 60.8 common shares held at March 31, 2026 and December 31, 2025, respectively) | (10,253.0) | (9,834.4) | ||||||||||||
| Additional paid in capital | 1,851.9 | 1,802.5 | ||||||||||||
| Retained earnings | 5,684.7 | 5,427.6 | ||||||||||||
| Accumulated other comprehensive loss | (59.0) | (51.5) | ||||||||||||
| Total shareholders’ equity (deficit) | (2,774.1) | (2,654.5) | ||||||||||||
| Total liabilities and shareholders’ equity (deficit) | $ | 5,545.3 | $ | 5,702.5 | ||||||||||
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 March 31, | ||||||||||||||
| (unaudited) | 2026 | 2025 | ||||||||||||
| Operating revenues | $ | 850.8 | $ | 745.8 | ||||||||||
| Operating expenses: | ||||||||||||||
| Cost of revenues (exclusive of depreciation and amortization) | 141.8 | 136.8 | ||||||||||||
| Selling and marketing | 85.7 | 78.7 | ||||||||||||
| Research and development | 49.6 | 47.6 | ||||||||||||
| General and administrative | 69.0 | 57.1 | ||||||||||||
| Amortization of intangible assets | 41.9 | 43.9 | ||||||||||||
| Depreciation and amortization of property, equipment and leasehold improvements | 5.9 | 4.7 | ||||||||||||
| Total operating expenses | 393.9 | 368.8 | ||||||||||||
| Operating income | 456.9 | 377.0 | ||||||||||||
| Interest income | (2.8) | (3.9) | ||||||||||||
| Interest expense | 69.1 | 46.5 | ||||||||||||
| Other expense (income) | 1.4 | 3.3 | ||||||||||||
| Other expense (income), net | 67.7 | 45.9 | ||||||||||||
| Income before provision for income taxes | 389.2 | 331.1 | ||||||||||||
| Provision for income taxes | (16.8) | 42.5 | ||||||||||||
| Net income | $ | 406.0 | $ | 288.6 | ||||||||||
| Earnings per share: | ||||||||||||||
| Basic | $ | 5.54 | $ | 3.72 | ||||||||||
| Diluted | $ | 5.53 | $ | 3.71 | ||||||||||
| Weighted average shares outstanding: | ||||||||||||||
| Basic | 73.3 | 77.6 | ||||||||||||
| Diluted | 73.4 | 77.8 | ||||||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited)
5
MSCI INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
| Three Months Ended March 31, | ||||||||||||||
| (unaudited) | 2026 | 2025 | ||||||||||||
| Net income | $ | 406.0 | $ | 288.6 | ||||||||||
| Other comprehensive income (loss): | ||||||||||||||
| Foreign currency translation adjustments | (8.9) | 7.5 | ||||||||||||
| Income tax effect | 1.4 | (0.7) | ||||||||||||
| Foreign currency translation adjustments, net | (7.5) | 6.8 | ||||||||||||
| Pension and other post-retirement adjustments | — | 0.5 | ||||||||||||
| Income tax effect | — | — | ||||||||||||
| Pension and other post-retirement adjustments, net | — | 0.5 | ||||||||||||
| Other comprehensive (loss) income, net of tax | (7.5) | 7.3 | ||||||||||||
| Comprehensive income | $ | 398.5 | $ | 295.9 | ||||||||||
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 | $ | 1.3 | $ | (9,834.4) | $ | 1,802.5 | $ | 5,427.6 | $ | (51.5) | $ | (2,654.5) | ||||||||||||||||||||||||||
| Net income | 406.0 | 406.0 | ||||||||||||||||||||||||||||||||||||
Dividends declared ($2.05 per common share) | (148.9) | (148.9) | ||||||||||||||||||||||||||||||||||||
| Dividends paid in shares | — | — | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | (7.5) | (7.5) | ||||||||||||||||||||||||||||||||||||
| Common stock issued | — | — | ||||||||||||||||||||||||||||||||||||
| Shares withheld for tax withholding and exercises | (15.5) | (15.5) | ||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | 1.3 | 1.3 | |||||||||||||||||||||||||||||||||||
| Compensation payable in common stock | 48.1 | 48.1 | ||||||||||||||||||||||||||||||||||||
| Common stock repurchased and held in treasury | (403.1) | (403.1) | ||||||||||||||||||||||||||||||||||||
| Common stock issued to Directors and (held in)/released from treasury | — | — | ||||||||||||||||||||||||||||||||||||
Balance at March 31, 2026 | $ | 1.3 | $ | (10,253.0) | $ | 1,851.9 | $ | 5,684.7 | $ | (59.0) | $ | (2,774.1) | ||||||||||||||||||||||||||
Balance at December 31, 2024 | $ | 1.3 | $ | (7,334.3) | $ | 1,683.7 | $ | 4,780.3 | $ | (71.0) | $ | (940.0) | ||||||||||||||||||||||||||
| Net income | 288.6 | 288.6 | ||||||||||||||||||||||||||||||||||||
Dividends declared ($1.80 per common share) | (141.4) | (141.4) | ||||||||||||||||||||||||||||||||||||
| Dividends paid in shares | — | — | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | 7.3 | 7.3 | ||||||||||||||||||||||||||||||||||||
| Common stock issued | — | — | ||||||||||||||||||||||||||||||||||||
| Shares withheld for tax withholding and exercises | (57.7) | (57.7) | ||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | 0.4 | 0.4 | |||||||||||||||||||||||||||||||||||
| Compensation payable in common stock | 40.4 | 40.4 | ||||||||||||||||||||||||||||||||||||
| Common stock repurchased and held in treasury | (156.2) | (156.2) | ||||||||||||||||||||||||||||||||||||
| Common stock issued to Directors and (held in)/released from treasury | — | — | ||||||||||||||||||||||||||||||||||||
Balance at March 31, 2025 | $ | 1.3 | $ | (7,548.2) | $ | 1,724.5 | $ | 4,927.5 | $ | (63.7) | $ | (958.6) | ||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited)
7
MSCI INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
| Three Months Ended March 31, | ||||||||||||||
| (unaudited) | 2026 | 2025 | ||||||||||||
| Cash flows from operating activities | ||||||||||||||
| Net income | $ | 406.0 | $ | 288.6 | ||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Amortization of intangible assets | 41.9 | 43.9 | ||||||||||||
| Stock-based compensation expense | 47.7 | 40.0 | ||||||||||||
| Depreciation and amortization of property, equipment and leasehold improvements | 5.9 | 4.7 | ||||||||||||
| Amortization of right of use assets | 6.8 | 5.9 | ||||||||||||
| Amortization of debt origination fees | 1.8 | 1.3 | ||||||||||||
| Deferred taxes | (82.5) | 3.4 | ||||||||||||
| Other adjustments | (5.2) | 7.3 | ||||||||||||
| Changes in assets and liabilities: | ||||||||||||||
| Accounts receivable | 102.1 | 73.2 | ||||||||||||
| Prepaid income taxes | 25.5 | (4.2) | ||||||||||||
| Prepaid and other assets | (9.3) | (7.0) | ||||||||||||
| Other non-current assets | (1.3) | (9.6) | ||||||||||||
| Accounts payable | (6.2) | (5.9) | ||||||||||||
| Income taxes payable | (17.8) | 32.8 | ||||||||||||
| Accrued compensation and related benefits | (146.6) | (127.1) | ||||||||||||
| Other accrued liabilities | (15.2) | 9.0 | ||||||||||||
| Deferred revenue | (46.2) | (46.9) | ||||||||||||
| Long-term operating lease liabilities | (6.0) | (6.7) | ||||||||||||
| Other non-current liabilities | 4.9 | (0.9) | ||||||||||||
| Other | 0.5 | (0.1) | ||||||||||||
| Net cash provided by operating activities | 306.8 | 301.7 | ||||||||||||
| Cash flows from investing activities | ||||||||||||||
| Capitalized software development costs | (26.0) | (21.3) | ||||||||||||
| Capital expenditures | (2.8) | (11.6) | ||||||||||||
| Business acquisitions, net of cash acquired | (41.7) | — | ||||||||||||
| Net cash used in investing activities | (70.5) | (32.9) | ||||||||||||
| Cash flows from financing activities | ||||||||||||||
| Repurchase of common stock held in treasury | (414.8) | (213.1) | ||||||||||||
| Payment of dividends | (150.5) | (143.8) | ||||||||||||
| Repayment of borrowings | (175.0) | (65.0) | ||||||||||||
| Proceeds from borrowings | 375.0 | 100.0 | ||||||||||||
| Proceeds from exercise of stock options | 1.3 | 0.4 | ||||||||||||
| Payment of contingent consideration and deferred purchase price from acquisitions | (0.5) | (0.2) | ||||||||||||
| Net cash (used in) provided by financing activities | (364.5) | (321.7) | ||||||||||||
| Effect of exchange rate changes | (1.8) | 4.2 | ||||||||||||
| Net (decrease) increase in cash, cash equivalents and restricted cash | (130.0) | (48.7) | ||||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 515.3 | 409.4 | ||||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 385.3 | $ | 360.7 | ||||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||||
| Cash paid for interest | $ | 79.0 | $ | 33.6 | ||||||||||
| Cash paid for income taxes, net of refunds received | $ | 55.8 | $ | 11.2 | ||||||||||
| Supplemental disclosure of non-cash investing activities | ||||||||||||||
| Property, equipment and leasehold improvements in other accrued liabilities | $ | 6.0 | $ | 10.6 | ||||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited)
8
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.
The Company’s unaudited condensed consolidated financial statements are prepared in accordance with GAAP. The Company makes certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the unaudited condensed consolidated financial statements, as well as the reported amounts of operating revenues and expenses during the periods presented. Significant estimates and judgments made by management include such examples as assessment of impairment of goodwill and intangible assets and income taxes. The Company believes that estimates used in the preparation of these unaudited condensed consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. Inter-company balances and transactions are eliminated in consolidation.
In the first quarter of 2026, the Company changed the presentation of our 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 three months ended March 31, 2026 and 2025, BlackRock, Inc. (“BlackRock”) accounted for 11.7% and 10.3% of the Company’s consolidated operating revenues, respectively. For the three months ended March 31, 2026 and 2025, BlackRock accounted for 19.7% and 17.8% 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 three months ended March 31, 2026 and 2025.
Allowance for Credit Losses
Changes in the allowance for credit losses from December 31, 2024 to March 31, 2026 were as follows:
| (in millions) | Amount | |||||||
| Balance as of December 31, 2024 | $ | 5.3 | ||||||
| Addition to credit loss expense | 4.0 | |||||||
| Write-offs, net of recoveries | (2.9) | |||||||
| Balance as of December 31, 2025 | $ | 6.4 | ||||||
| Addition to credit loss expense | 0.8 | |||||||
| Write-offs, net of recoveries | (0.1) | |||||||
| Balance as of March 31, 2026 | $ | 7.1 | ||||||
9
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 period reporting 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 March 31, 2026 | ||||||||||||||||||||||||||||||||
| Segments | ||||||||||||||||||||||||||||||||
| (in millions) | Index | Analytics | Sustainability and Climate | All Other - Private Assets | Total | |||||||||||||||||||||||||||
| Operating Revenue Types | ||||||||||||||||||||||||||||||||
| Recurring subscriptions | $ | 254.2 | $ | 183.2 | $ | 90.9 | $ | 71.9 | $ | 600.2 | ||||||||||||||||||||||
| Asset-based fees | 224.5 | — | — | — | 224.5 | |||||||||||||||||||||||||||
| Non-recurring | 17.6 | 6.8 | 1.0 | 0.7 | 26.1 | |||||||||||||||||||||||||||
| Total | $ | 496.3 | $ | 190.0 | $ | 91.9 | $ | 72.6 | $ | 850.8 | ||||||||||||||||||||||
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For the Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||
| Segments | ||||||||||||||||||||||||||||||||
| (in millions) | Index | Analytics | Sustainability and Climate | All Other - Private Assets | Total | |||||||||||||||||||||||||||
| Operating Revenue Types | ||||||||||||||||||||||||||||||||
| Recurring subscriptions | $ | 233.3 | $ | 169.8 | $ | 82.7 | $ | 66.8 | $ | 552.6 | ||||||||||||||||||||||
| Asset-based fees | 177.4 | — | — | — | 177.4 | |||||||||||||||||||||||||||
| Non-recurring | 11.0 | 2.4 | 1.9 | 0.5 | 15.8 | |||||||||||||||||||||||||||
| Total | $ | 421.7 | $ | 172.2 | $ | 84.6 | $ | 67.3 | $ | 745.8 | ||||||||||||||||||||||
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) | $ | 986.7 | $ | 1,231.8 | ||||||||||
Closing (March 31, 2026) | 883.2 | 1,184.0 | ||||||||||||
| Increase/(decrease) | $ | (103.5) | $ | (47.8) | ||||||||||
| (in millions) | Accounts receivable, net of allowances | Deferred revenue | ||||||||||||
Opening (December 31, 2024) | $ | 820.7 | $ | 1,123.4 | ||||||||||
Closing (March 31, 2025) | 749.2 | 1,082.5 | ||||||||||||
| Increase/(decrease) | $ | (71.5) | $ | (40.9) | ||||||||||
Deferred revenue primarily represents subscription fees billed in advance of the related performance period. For the three months ended March 31, 2026 and 2025, the Company recognized $491.9 million and $447.3 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.
As of March 31, 2026 and December 31, 2025, long-term deferred revenue of $33.0 million and $34.0 million, respectively, was included in “Other non-current liabilities” on the Unaudited Condensed Consolidated Statement 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 | ||||||||
| March 31, | ||||||||
| (in millions) | 2026 | |||||||
First 12-month period | $ | 1,170.5 | ||||||
Second 12-month period | 751.0 | |||||||
Third 12-month period | 348.5 | |||||||
| Periods thereafter | 213.0 | |||||||
| Total | $ | 2,483.0 | ||||||
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.
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The following table presents the computation of basic and diluted EPS:
| Three Months Ended March 31, | ||||||||||||||
| (in millions, except per share data) | 2026 | 2025 | ||||||||||||
| Net income | $ | 406.0 | $ | 288.6 | ||||||||||
| Basic weighted average common shares outstanding | 73.3 | 77.6 | ||||||||||||
| Effect of dilutive securities | 0.1 | 0.2 | ||||||||||||
| Diluted weighted average common shares outstanding | 73.4 | 77.8 | ||||||||||||
| Earnings per common share: | ||||||||||||||
| Basic | $ | 5.54 | $ | 3.72 | ||||||||||
| Diluted | $ | 5.53 | $ | 3.71 | ||||||||||
5. ACQUISITIONS
On February 27, 2026, MSCI completed the acquisition of Vantager (“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.
In connection with these acquisitions, the aggregate purchase price was $71.4 million. The preliminary acquired balances related to the acquisitions consisted of $36.5 million in intangible assets and $42.7 million in goodwill, with a weighted average amortization period of intangible assets of 7.1 years.
Goodwill recognized for the Vantager and Compass acquisitions reflects expected synergies from the acquired technology platforms and is not deductible for income tax purposes.
The Vantager and Compass 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 March 31, 2026, the fair value of the contingent consideration was $34.3 million, of which $17.9 million is included in “Other accrued liabilities” and $16.4 million is included in “Other non-current liabilities” on the Unaudited Condensed Consolidated Statement of Financial Condition.
Changes in the Company’s Level 3 financial liabilities for the periods indicated were as follows:
| Three Months Ended March 31, | ||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||
| Beginning balance | $ | 14.6 | $ | 28.6 | ||||||||||
Additions of contingent consideration1 | 20.5 | — | ||||||||||||
| Change in fair value | (0.3) | 0.5 | ||||||||||||
| Payments | (0.5) | — | ||||||||||||
| Ending Balance | $ | 34.3 | $ | 29.1 | ||||||||||
1Reflects balance of contingent consideration at acquisition date fair value.
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6. GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill
The following table shows the changes in our goodwill balances from December 31, 2025 to March 31, 2026:
| Segments | ||||||||||||||||||||||||||||||||
| (in millions) | Index | Analytics | Sustainability and Climate | All Other - Private Assets | Total | |||||||||||||||||||||||||||
| Goodwill at December 31, 2025 | $ | 1,231.1 | $ | 296.9 | $ | 86.3 | $ | 1,309.1 | $ | 2,923.4 | ||||||||||||||||||||||
Acquisitions1 | 31.1 | — | — | 11.6 | 42.7 | |||||||||||||||||||||||||||
| Foreign exchange translation adjustment | (2.6) | — | (0.7) | (0.5) | (3.8) | |||||||||||||||||||||||||||
| Goodwill at March 31, 2026 | $ | 1,259.6 | $ | 296.9 | $ | 85.6 | $ | 1,320.2 | $ | 2,962.3 | ||||||||||||||||||||||
___________________________
1Reflects the opening balance sheet impacts of the acquisitions of Vantager and Compass.
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 March 31, | ||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||
| Amortization expense of acquired intangible assets | $ | 19.6 | $ | 25.8 | ||||||||||
| Amortization expense of internally developed capitalized software | 22.3 | 18.1 | ||||||||||||
| Total amortization of intangible assets expense | $ | 41.9 | $ | 43.9 | ||||||||||
The gross carrying and accumulated amortization amounts related to the Company’s intangible assets were as follows:
| March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| (in millions) | Gross intangible assets | Accumulated amortization | Net intangible assets | Gross intangible assets | Accumulated amortization | Net intangible assets | ||||||||||||||||||||||||||||||||
| Customer relationships | $ | 723.0 | $ | (411.3) | $ | 311.7 | $ | 716.2 | $ | (406.7) | $ | 309.5 | ||||||||||||||||||||||||||
| Proprietary data | 461.1 | (156.9) | 304.2 | 455.6 | (147.5) | 308.1 | ||||||||||||||||||||||||||||||||
| Acquired technology and software | 279.6 | (217.5) | 62.1 | 258.2 | (213.7) | 44.5 | ||||||||||||||||||||||||||||||||
| Trademarks | 209.1 | (190.9) | 18.2 | 209.1 | (189.9) | 19.2 | ||||||||||||||||||||||||||||||||
| Internally developed capitalized software | 432.1 | (277.3) | 154.8 | 407.7 | (256.5) | 151.2 | ||||||||||||||||||||||||||||||||
| Total | $ | 2,104.9 | $ | (1,253.9) | $ | 851.0 | $ | 2,046.8 | $ | (1,214.3) | $ | 832.5 | ||||||||||||||||||||||||||
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 | $ | 122.6 | ||||||
| 2027 | 135.3 | |||||||
| 2028 | 104.3 | |||||||
| 2029 | 78.4 | |||||||
| 2030 | 72.1 | |||||||
| Thereafter | 338.3 | |||||||
| Total | $ | 851.0 | ||||||
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7. DEBT
As of March 31, 2026, the Company had outstanding an aggregate of $6.0 billion in senior unsecured notes (collectively, the “Senior Notes”) and $500.0 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 | March 31, 2026 | March 31, 2026 | December 31, 2025 | March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||
| Debt | ||||||||||||||||||||||||||||||||||||||
4.000% senior unsecured notes due 2029 | November 15, 2029 | $ | 1,000.0 | $ | 996.1 | $ | 995.8 | $ | 970.0 | $ | 980.0 | |||||||||||||||||||||||||||
3.625% senior unsecured notes due 2030 | September 1, 2030 | 900.0 | 897.1 | 896.9 | 851.4 | 861.3 | ||||||||||||||||||||||||||||||||
3.875% senior unsecured notes due 2031 | February 15, 2031 | 1,000.0 | 994.6 | 994.3 | 947.0 | 963.0 | ||||||||||||||||||||||||||||||||
3.625% senior unsecured notes due 2031 | November 1, 2031 | 600.0 | 596.3 | 596.2 | 555.6 | 564.6 | ||||||||||||||||||||||||||||||||
3.250% senior unsecured notes due 2033 | August 15, 2033 | 700.0 | 695.0 | 694.9 | 609.7 | 630.0 | ||||||||||||||||||||||||||||||||
5.250% senior unsecured notes due 2035 | September 1, 2035 | 1,250.0 | 1,231.3 | 1,231.0 | 1,220.0 | 1,262.5 | ||||||||||||||||||||||||||||||||
5.150% senior unsecured notes due 2036 | March 15, 2036 | 500.0 | 493.4 | 493.2 | 482.0 | 499.5 | ||||||||||||||||||||||||||||||||
Variable rate revolving loans 1 | August 20, 2030 | 500.0 | 500.0 | 300.0 | 495.0 | 297.0 | ||||||||||||||||||||||||||||||||
| Total debt | $ | 6,450.0 | $ | 6,403.8 | $ | 6,202.3 | $ | 6,130.7 | $ | 6,057.9 | ||||||||||||||||||||||||||||
___________________________
1As of March 31, 2026 there were $5.3 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 $4.1 million is included in “Other non-current assets” on the Unaudited Condensed Consolidated Statement of Financial Condition.
Maturities of the Company’s principal debt payments as of March 31, 2026 are as follows:
| (in millions) | Amounts | |||||||
| Remainder of 2026 | $ | — | ||||||
| 2027 | — | |||||||
| 2028 | — | |||||||
| 2029 | 1,000.0 | |||||||
| 2030 | 1,400.0 | |||||||
| Thereafter | 4,050.0 | |||||||
| Total debt | $ | 6,450.0 | ||||||
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 | ||||||||||||||
4.000% senior unsecured notes due 2029 | Semi-Annual | May 15 | ||||||||||||
3.625% senior unsecured notes due 2030 | Semi-Annual | March 1 | ||||||||||||
3.875% senior unsecured notes due 2031 | Semi-Annual | June 1 | ||||||||||||
3.625% senior unsecured notes due 2031 | Semi-Annual | May 1 | ||||||||||||
3.250% senior unsecured notes due 2033 | Semi-Annual | February 15 | ||||||||||||
5.250% senior unsecured notes due 20351 | Semi-Annual | March 1 | ||||||||||||
5.150% senior unsecured notes due 20362 | Semi-Annual | March 15 | ||||||||||||
Variable rate revolving loans3 | Variable | October 22 | ||||||||||||
___________________________
1The first payment occurred on March 1, 2026.
2The first payment occurred on March 15, 2026.
3The first payment occurred on October 22, 2025.
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The fair market value of the Company’s debt obligations represent 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 March 31, 2026, the Company had $500.0 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 funding 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 March 31, 2026, the applicable margin was 0.50% for Base Rate loans, and 1.50% for SOFR loans. At March 31, 2026, the interest rate on the revolving loans under the Revolving Credit Facility was 5.2%.
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 March 31, 2026, $51.4 million of the deferred financing fees and premium remain unamortized, $1.2 million of which is included in “Prepaid and other assets,” $4.1 million of which is included in “Other non-current assets” and $46.1 million of which is included in “Long-term debt” on the Unaudited Condensed Consolidated Statement of Financial Condition.
8. LEASES
The components of lease expense (income) of the Company’s operating leases are as follows:
| Three Months Ended March 31, | ||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||
| Operating lease expenses | $ | 8.2 | $ | 7.5 | ||||||||||
| Variable lease costs | 1.0 | 0.2 | ||||||||||||
| Short-term lease costs | 0.2 | 0.1 | ||||||||||||
| Sublease income | (0.7) | (0.7) | ||||||||||||
| Total lease costs | $ | 8.7 | $ | 7.1 | ||||||||||
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Maturities of the Company’s operating lease liabilities as of March 31, 2026 are as follows:
| Maturity of Lease Liabilities | Operating | |||||||
| (in millions) | Leases | |||||||
| Remainder of 2026 | $ | 24.5 | ||||||
| 2027 | 29.9 | |||||||
| 2028 | 34.5 | |||||||
| 2029 | 24.8 | |||||||
| 2030 | 21.3 | |||||||
| Thereafter | 61.4 | |||||||
| Total lease payments | $ | 196.4 | ||||||
| Less: Interest | (27.4) | |||||||
| Present value of lease liabilities | $ | 169.0 | ||||||
| $ | 25.1 | |||||||
| Long-term operating lease liabilities | $ | 143.9 | ||||||
Weighted-average remaining lease term and discount rate for the Company’s operating leases are as follows:
| As of | ||||||||||||||
| March 31, | December 31, | |||||||||||||
| Lease Term and Discount Rate | 2026 | 2025 | ||||||||||||
| Weighted-average remaining lease term (years) | 6.4 | 5.5 | ||||||||||||
| Weighted-average discount rate | 4.4 | % | 4.2 | % | ||||||||||
Other information related to the Company’s operating leases are as follows:
| Other Information | Three Months Ended March 31, | |||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||
| Operating cash flows used for operating leases | $ | 8.9 | $ | 8.2 | ||||||||||
| Right of use assets obtained in exchange for new operating lease liabilities | $ | 42.2 | $ | 4.2 | ||||||||||
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 March 31, 2026, there was $1.7 billion of available authorization remaining under the 2025 Repurchase Program.
16
Common Stock Dividends
The following table provides information with respect to repurchases of the Company’s common stock made on the open market:
Three months ended (in millions, except per share data) | Average Price Paid Per Share | Total Number of Shares Repurchased | Dollar Value of Shares Repurchased1 | |||||||||||||||||
| March 31, 2026 | $ | 558 | 0.7 | $ | 399.3 | |||||||||||||||
| March 31, 2025 | $ | 591 | 0.3 | $ | 155.4 | |||||||||||||||
___________________________
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 Statement of Shareholders’ Equity (Deficit).
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 | ||||||||||||
| Three Months Ended March 31, 2026 | $ | 2.05 | $ | 148.9 | ||||||||||
| Three Months Ended March 31, 2025 | $ | 1.80 | $ | 141.4 | ||||||||||
Common Stock
The following table presents activity related to shares of common stock issued and repurchased during the three months ended March 31, 2026:
| Common Stock | Treasury | Common Stock | ||||||||||||||||||
| (in millions) | Issued | Stock | Outstanding | |||||||||||||||||
Balance at December 31, 2025 | 134.4 | (60.8) | 73.6 | |||||||||||||||||
| Dividend payable/paid | — | — | — | |||||||||||||||||
| Common stock issued and exercise of stock options | — | — | — | |||||||||||||||||
| Shares withheld for tax withholding | — | — | — | |||||||||||||||||
| Shares repurchased under stock repurchase programs | — | (0.7) | (0.7) | |||||||||||||||||
| Shares issued to directors | — | — | — | |||||||||||||||||
Balance at March 31, 2026 | 134.4 | (61.5) | 72.9 | |||||||||||||||||
10. INCOME TAXES
The effective tax rate for the three months ended March 31, 2026 and 2025 was (4.3)% and 12.8%, respectively. The decrease in the effective tax rate was primarily driven by the completion of a multi-phased internal legal entity restructuring that commenced in fourth quarter 2025 and was completed during the three months ended March 31, 2026. Upon completion of the restructuring, the Company recognized an $88.0 million discrete tax benefit during the three months ended March 31, 2026.
The difference from the statutory tax rate in the prior period was primarily related to excess tax benefits recognized on the vesting of stock-based compensation and the benefit of prior year refund claims.
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.
17
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 property and certain acquisition-related integration and transaction 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.
We continue to develop new and improved tools and capabilities in response to the evolving needs of our clients. In addition, our analytics capabilities are helping fuel growth in key areas across our business, such as our factor indexes, climate risk reporting solutions and factor risk analytics on private assets.
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 portfolio and individual security-level investments. This segment also provides data, ratings, research and tools to assist investors in navigating increasing 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.
18
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 March 31, | ||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||
| Operating revenues | ||||||||||||||
| Index | $ | 496.3 | $ | 421.7 | ||||||||||
| Analytics | 190.0 | 172.2 | ||||||||||||
| Sustainability and Climate | 91.9 | 84.6 | ||||||||||||
Total reportable segment operating revenues | 778.2 | 678.5 | ||||||||||||
| All Other - Private Assets | 72.6 | 67.3 | ||||||||||||
| Total operating revenues | 850.8 | 745.8 | ||||||||||||
| Adjusted EBITDA expenses | ||||||||||||||
| Index | 121.1 | 110.1 | ||||||||||||
| Analytics | 107.2 | 96.2 | ||||||||||||
| Sustainability and Climate | 58.9 | 60.8 | ||||||||||||
Total reportable segment Adjusted EBITDA expense | 287.2 | 267.1 | ||||||||||||
| Adjusted EBITDA | ||||||||||||||
| Index Adjusted EBITDA | 375.2 | 311.6 | ||||||||||||
| Analytics Adjusted EBITDA | 82.8 | 76.0 | ||||||||||||
| Sustainability and Climate Adjusted EBITDA | 33.0 | 23.8 | ||||||||||||
| Total reportable segment profitability | 491.0 | 411.4 | ||||||||||||
| Plus: | ||||||||||||||
All Other - Private Assets1 | 13.7 | 14.2 | ||||||||||||
| Less: | ||||||||||||||
| Amortization of intangible assets | 41.9 | 43.9 | ||||||||||||
| Depreciation and amortization of property, equipment and leasehold improvements | 5.9 | 4.7 | ||||||||||||
| Operating income | 456.9 | 377.0 | ||||||||||||
| Other expense (income), net | 67.7 | 45.9 | ||||||||||||
| Income before provision for income taxes | 389.2 | 331.1 | ||||||||||||
| Provision for income taxes | (16.8) | 42.5 | ||||||||||||
| Net income | $ | 406.0 | $ | 288.6 | ||||||||||
___________________________
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.
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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 March 31, | ||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||
| Operating revenues | ||||||||||||||
| Americas: | ||||||||||||||
| United States | $ | 340.5 | $ | 302.4 | ||||||||||
| Other | 36.9 | 33.7 | ||||||||||||
| Total Americas | 377.4 | 336.1 | ||||||||||||
| Europe, the Middle East and Africa (“EMEA”): | ||||||||||||||
| United Kingdom | 149.7 | 123.7 | ||||||||||||
| Other | 188.2 | 169.1 | ||||||||||||
| Total EMEA | 337.9 | 292.8 | ||||||||||||
| Asia & Australia: | ||||||||||||||
| Japan | 37.1 | 30.2 | ||||||||||||
| Other | 98.4 | 86.7 | ||||||||||||
| Total Asia & Australia | 135.5 | 116.9 | ||||||||||||
| Total | $ | 850.8 | $ | 745.8 | ||||||||||
12. SUBSEQUENT EVENTS
On April 20, 2026, the Board of Directors declared a quarterly cash dividend of $2.05 per share for the three months ending June 30, 2026 (“second quarter 2026”). The second quarter 2026 dividend is payable on May 29, 2026 to shareholders of record as of the close of trading on May 15, 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 March 31, 2026, we served approximately 6,7001 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.
1 Represents 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 three months ended March 31, 2026, our largest client organization by revenue, BlackRock, accounted for 11.7% of our consolidated operating revenues, with 96.0% 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 months ended March 31, 2026 compared to the three months ended March 31, 2025, unless otherwise indicated, is 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 since the end of the fiscal year ended December 31, 2025 or critical accounting estimates applied in the fiscal year ended December 31, 2025.
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.
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The following table presents operating revenues by type for the periods indicated:
| Three Months Ended March 31, | % Change | |||||||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||||||||
| Operating revenues: | ||||||||||||||||||||
| Index | ||||||||||||||||||||
| Recurring subscriptions | $ | 254.2 | $ | 233.3 | 9.0 | % | ||||||||||||||
| Asset-based fees | 224.5 | 177.4 | 26.6 | % | ||||||||||||||||
| Non-recurring | 17.6 | 11.0 | 60.0 | % | ||||||||||||||||
| Index total | 496.3 | 421.7 | 17.7 | % | ||||||||||||||||
| Analytics | ||||||||||||||||||||
| Recurring subscriptions | 183.2 | 169.8 | 7.9 | % | ||||||||||||||||
| Non-recurring | 6.8 | 2.4 | 183.3 | % | ||||||||||||||||
| Analytics total | 190.0 | 172.2 | 10.3 | % | ||||||||||||||||
| Sustainability and Climate | ||||||||||||||||||||
| Recurring subscriptions | 90.9 | 82.7 | 9.9 | % | ||||||||||||||||
| Non-recurring | 1.0 | 1.9 | (47.4 | %) | ||||||||||||||||
| Sustainability and Climate total | 91.9 | 84.6 | 8.6 | % | ||||||||||||||||
| All Other - Private Assets | ||||||||||||||||||||
| Recurring subscriptions | 71.9 | 66.8 | 7.6 | % | ||||||||||||||||
| Non-recurring | 0.7 | 0.5 | 40.0 | % | ||||||||||||||||
| All Other - Private Assets total | 72.6 | 67.3 | 7.9 | % | ||||||||||||||||
| Total | ||||||||||||||||||||
| Recurring subscriptions | 600.2 | 552.6 | 8.6 | % | ||||||||||||||||
| Asset-based fees | 224.5 | 177.4 | 26.6 | % | ||||||||||||||||
| Non-recurring | 26.1 | 15.8 | 65.2 | % | ||||||||||||||||
| Total operating revenues | $ | 850.8 | $ | 745.8 | 14.1 | % | ||||||||||||||
Total operating revenues increased 14.1% for the three months ended March 31, 2026. The $105.0 million increase was driven by $47.6 million higher recurring subscription revenues, $47.1 million higher asset-based fees and $10.3 million higher non-recurring revenues. Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, total operating revenues would have increased 13.3%.
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.
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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 March 31, | % Change | |||||||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| Cost of revenues | $ | 141.8 | $ | 136.8 | 3.7 | % | ||||||||||||||
| Selling and marketing | 85.7 | 78.7 | 8.9 | % | ||||||||||||||||
| Research and development | 49.6 | 47.6 | 4.2 | % | ||||||||||||||||
| General and administrative | 69.0 | 57.1 | 20.8 | % | ||||||||||||||||
| Amortization of intangible assets | 41.9 | 43.9 | (4.6 | %) | ||||||||||||||||
Depreciation and amortization of property, equipment and leasehold improvements | 5.9 | 4.7 | 25.5 | % | ||||||||||||||||
| Total operating expenses | $ | 393.9 | $ | 368.8 | 6.8 | % | ||||||||||||||
Total operating expenses increased 6.8%. Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, the increase would have been 3.8%.
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 3.7%, primarily driven by increases in non-compensation costs as a result of higher professional fees and market data costs.
Selling and Marketing
Selling and marketing expenses increased 8.9%, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs.
Research and Development
R&D expenses increased 4.2%, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs partially offset by increased capitalization of costs related to internally developed software projects. The increase was also driven by increases in non-compensation costs primarily as a result of higher professional fees.
General and Administrative
G&A expenses increased 20.8%, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs.
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The following table presents operating expenses using compensation and non-compensation categories, rather than using activity categories, for the periods indicated:
| Three Months Ended March 31, | % Change | |||||||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||||||||
| Compensation and benefits | $ | 252.5 | $ | 240.2 | 5.1 | % | ||||||||||||||
| Non-compensation expenses | 93.6 | 80.0 | 17.0 | % | ||||||||||||||||
| Amortization of intangible assets | 41.9 | 43.9 | (4.6 | %) | ||||||||||||||||
Depreciation and amortization of property, equipment and leasehold improvements | 5.9 | 4.7 | 25.5 | % | ||||||||||||||||
| Total operating expenses | $ | 393.9 | $ | 368.8 | 6.8 | % | ||||||||||||||
Compensation and Benefits
We had 6,319 employees as of March 31, 2026, compared to 6,184 employees as of March 31, 2025, reflecting a 2.2% increase in the number of employees. Continued growth of our emerging market centers around the world is an important factor in our ability to manage and control the growth of our compensation and benefits costs. As of March 31, 2026, 71% of our employees were located in emerging market centers compared to 70% as of March 31, 2025.
Compensation and benefits costs increased 5.1%, primarily driven by increased headcount costs, partially offset by lower severance costs. Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, compensation and benefits costs would have increased by 1.8%.
Non-Compensation Expenses
Non-compensation expenses increased 17.0%, primarily driven by higher professional fees, information technology and market data costs. Adjusting for the impact of acquisitions and foreign currency exchange rate fluctuations, non-compensation expenses would have increased by 14.0%.
Amortization of Intangible Assets
Amortization of intangible assets expense decreased 4.6%, driven by certain intangible assets becoming fully amortized during the prior year partially offset by higher amortization of internal use software.
Depreciation and Amortization of Property, Equipment and Leasehold Improvements
Depreciation and amortization of property, equipment and leasehold improvements increased 25.5%, 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 March 31, | % Change | |||||||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||||||||
| Interest income | $ | (2.8) | $ | (3.9) | (28.2 | %) | ||||||||||||||
| Interest expense | 69.1 | 46.5 | 48.6 | % | ||||||||||||||||
| Other expense (income) | 1.4 | 3.3 | (57.6 | %) | ||||||||||||||||
| Total other expense (income), net | $ | 67.7 | $ | 45.9 | 47.5 | % | ||||||||||||||
Total other expense (income), net increased 47.5%, primarily driven by higher interest expense as a result of higher debt levels.
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Income Taxes
The effective tax rate for the three months ended March 31, 2026 and 2025 was (4.3)% and 12.8%, respectively. The decrease in the effective tax rate was primarily driven by the completion of a multi-phased internal legal entity restructuring that commenced in fourth quarter 2025 and was completed during the three months ended March 31, 2026. Upon completion of the restructuring, the Company recognized an $88.0 million discrete tax benefit during the three months ended March 31, 2026.
Net Income
Net income for the three months ended March 31, 2026 was $406.0 million, compared to $288.6 million for the three months ended March 31, 2025, representing an increase of 40.7%. The change in net income was driven by the factors described above.
Weighted Average Shares and Common Shares Outstanding
The following table shows our weighted average shares outstanding for the periods indicated:
| Three Months Ended March 31, | % Change | |||||||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||||||
| Basic | 73.3 | 77.6 | (5.5 | %) | ||||||||||||||||
| Diluted | 73.4 | 77.8 | (5.7 | %) | ||||||||||||||||
Common shares outstanding as of March 31, 2026 were 72.9 million, compared to 73.6 million as of December 31, 2025, representing a decrease of 1.0%. The decrease in weighted average shares and common shares outstanding for the three months ended March 31, 2026 reflects the impact of share repurchases made pursuant to the Company’s stock repurchase program, partially offset by the vesting of certain stock-based awards.
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 and transaction 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 and transaction 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.
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The following table presents non-GAAP Adjusted EBITDA for the periods indicated:
| Three Months Ended March 31, | ||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||
| Operating revenues | $ | 850.8 | $ | 745.8 | ||||||||||
| Adjusted EBITDA expenses | 346.1 | 320.2 | ||||||||||||
| Adjusted EBITDA | $ | 504.7 | $ | 425.6 | ||||||||||
| Operating margin % | 53.7 | % | 50.6 | % | ||||||||||
| Adjusted EBITDA margin % | 59.3 | % | 57.1 | % | ||||||||||
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 March 31, | ||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||
| Net income | $ | 406.0 | $ | 288.6 | ||||||||||
| Provision for income taxes | (16.8) | 42.5 | ||||||||||||
| Other expense (income), net | 67.7 | 45.9 | ||||||||||||
| Operating income | 456.9 | 377.0 | ||||||||||||
| Amortization of intangible assets | 41.9 | 43.9 | ||||||||||||
Depreciation and amortization of property, equipment and leasehold improvements | 5.9 | 4.7 | ||||||||||||
| Consolidated Adjusted EBITDA | $ | 504.7 | $ | 425.6 | ||||||||||
| Index Adjusted EBITDA | $ | 375.2 | $ | 311.6 | ||||||||||
| Analytics Adjusted EBITDA | 82.8 | 76.0 | ||||||||||||
| Sustainability and Climate Adjusted EBITDA | 33.0 | 23.8 | ||||||||||||
| All Other - Private Assets Adjusted EBITDA | 13.7 | 14.2 | ||||||||||||
| Consolidated Adjusted EBITDA | $ | 504.7 | $ | 425.6 | ||||||||||
The following table presents the reconciliation of operating expenses to Adjusted EBITDA expenses for the periods indicated:
| Three Months Ended March 31, | ||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||
| Total operating expenses | $ | 393.9 | $ | 368.8 | ||||||||||
| Amortization of intangible assets | 41.9 | 43.9 | ||||||||||||
Depreciation and amortization of property, equipment and leasehold improvements | 5.9 | 4.7 | ||||||||||||
| Consolidated Adjusted EBITDA expenses | $ | 346.1 | $ | 320.2 | ||||||||||
| Index Adjusted EBITDA expenses | $ | 121.1 | $ | 110.1 | ||||||||||
| Analytics Adjusted EBITDA expenses | 107.2 | 96.2 | ||||||||||||
Sustainability and Climate Adjusted EBITDA expenses | 58.9 | 60.8 | ||||||||||||
All Other - Private Assets Adjusted EBITDA expenses | 58.9 | 53.1 | ||||||||||||
| Consolidated Adjusted EBITDA expenses | $ | 346.1 | $ | 320.2 | ||||||||||
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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 March 31, | % Change | |||||||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||||||||
| Operating revenues: | ||||||||||||||||||||
| Recurring subscriptions | $ | 254.2 | $ | 233.3 | 9.0 | % | ||||||||||||||
| Asset-based fees | 224.5 | 177.4 | 26.6 | % | ||||||||||||||||
| Non-recurring | 17.6 | 11.0 | 60.0 | % | ||||||||||||||||
| Operating revenues total | 496.3 | 421.7 | 17.7 | % | ||||||||||||||||
| Adjusted EBITDA expenses | 121.1 | 110.1 | 10.0 | % | ||||||||||||||||
| Adjusted EBITDA | $ | 375.2 | $ | 311.6 | 20.4 | % | ||||||||||||||
| Adjusted EBITDA margin % | 75.6 | % | 73.9 | % | ||||||||||||||||
Index operating revenues increased 17.7%, primarily driven by growth from asset-based fees as well as recurring subscriptions and non-recurring revenue. Adjusting for the impact of the acquisition of Compass and foreign currency exchange rate fluctuations, Index operating revenues would have increased 17.6%.
Operating revenues from recurring subscriptions increased 9.0%, primarily driven by growth from market cap-weighted Index products.
Operating revenues from asset-based fees increased 26.6%, 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 33.1% and 13.1%, respectively, primarily driven by increases in average AUM, partially offset by decreases 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, | |||||||||||||||||||||||||||
AUM in ETFs linked to MSCI equity indexes(1) (2) | $ | 1,783 | $ | 2,025 | $ | 2,211 | $ | 2,341 | $ | 2,403 | ||||||||||||||||||||||
| Sequential Change in Value | ||||||||||||||||||||||||||||||||
| Market Appreciation/(Depreciation) | $ | 16 | $ | 193 | $ | 140 | $ | 63 | $ | (41) | ||||||||||||||||||||||
| Cash Inflows | 42 | 49 | 46 | 67 | 103 | |||||||||||||||||||||||||||
| Total Change | $ | 58 | $ | 242 | $ | 186 | $ | 130 | $ | 62 | ||||||||||||||||||||||
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 | |||||||||||||||||||||||||||
AUM in ETFs linked to MSCI equity indexes1,2 | ||||||||||||||||||||||||||||||||
| Quarterly average | $ | 1,794 | $ | 1,869 | $ | 2,108 | $ | 2,274 | $ | 2,471 | ||||||||||||||||||||||
| Year-to-date average | $ | 1,794 | $ | 1,831 | $ | 1,924 | $ | 2,011 | $ | 2,471 | ||||||||||||||||||||||
___________________________
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 http://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
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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 March 31, 2026, was up $677 billion, or 37.7%, compared to the three months ended March 31, 2025.
Index segment Adjusted EBITDA expenses increased 10.0%, primarily driven by increases in non-compensation expenses as a result of higher professional fees. The increase was also driven by increases in compensation and benefits costs as a result of higher headcount costs. Adjusting for the impact of the acquisition of Compass and foreign currency exchange rate fluctuations, Index segment Adjusted EBITDA expenses would have increased by 6.5%.
Analytics Segment
The following table presents the results for the Analytics segment for the periods indicated:
| Three Months Ended March 31, | % Change | |||||||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||||||||
| Operating revenues: | ||||||||||||||||||||
| Recurring subscriptions | $ | 183.2 | $ | 169.8 | 7.9 | % | ||||||||||||||
| Non-recurring | 6.8 | 2.4 | 183.3 | % | ||||||||||||||||
| Operating revenues total | 190.0 | 172.2 | 10.3 | % | ||||||||||||||||
| Adjusted EBITDA expenses | 107.2 | 96.2 | 11.4 | % | ||||||||||||||||
| Adjusted EBITDA | $ | 82.8 | $ | 76.0 | 8.9 | % | ||||||||||||||
| Adjusted EBITDA margin % | 43.6 | % | 44.2 | % | ||||||||||||||||
Analytics operating revenues increased 10.3%, primarily driven by growth from recurring subscriptions related to both Multi-Asset Class and Equity Analytics products. Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics operating revenues would have increased 10.5%.
Analytics segment Adjusted EBITDA expenses increased 11.4%, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs. The change was also driven by increases in non-compensation expenses as a result of higher information technology costs. Adjusting for the impact of foreign currency exchange rate fluctuations, Analytics segment Adjusted EBITDA expenses would have increased 9.1%.
Sustainability and Climate Segment
The following table presents the results for the Sustainability and Climate segment for the periods indicated:
| Three Months Ended March 31, | % Change | |||||||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||||||||
| Operating revenues: | ||||||||||||||||||||
| Recurring subscriptions | $ | 90.9 | $ | 82.7 | 9.9 | % | ||||||||||||||
| Non-recurring | 1.0 | 1.9 | (47.4 | %) | ||||||||||||||||
| Operating revenues total | 91.9 | 84.6 | 8.6 | % | ||||||||||||||||
| Adjusted EBITDA expenses | 58.9 | 60.8 | (3.1 | %) | ||||||||||||||||
| Adjusted EBITDA | $ | 33.0 | $ | 23.8 | 38.7 | % | ||||||||||||||
| Adjusted EBITDA margin % | 35.9 | % | 28.2 | % | ||||||||||||||||
Sustainability and Climate operating revenues increased 8.6%, primarily driven by growth from recurring subscriptions related to Ratings and Climate products. Adjusting for the impact of foreign currency exchange rate fluctuations, Sustainability and Climate operating revenues would have increased 3.7%.
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Sustainability and Climate segment Adjusted EBITDA expenses decreased 3.1%, primarily driven by lower severance costs. Adjusting for the impact of foreign currency exchange rate fluctuations, Sustainability and Climate segment Adjusted EBITDA expenses would have decreased 5.9%.
All Other – Private Assets
The following table presents the results for All Other – Private Assets for the periods indicated:
| Three Months Ended March 31, | % Change | |||||||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||||||||
| Operating revenues: | ||||||||||||||||||||
| Recurring subscriptions | $ | 71.9 | $ | 66.8 | 7.6 | % | ||||||||||||||
| Non-recurring | 0.7 | 0.5 | 40.0 | % | ||||||||||||||||
| Operating revenues total | 72.6 | 67.3 | 7.9 | % | ||||||||||||||||
| Adjusted EBITDA expenses | 58.9 | 53.1 | 10.9 | % | ||||||||||||||||
| Adjusted EBITDA | $ | 13.7 | $ | 14.2 | (3.5 | %) | ||||||||||||||
| Adjusted EBITDA margin % | 18.9 | % | 21.1 | % | ||||||||||||||||
All Other – Private Assets operating revenues increased 7.9%, primarily driven by growth from recurring subscriptions in Private Capital Solutions related to Private Capital Intel and Total Plan Manager 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 5.3%.
All Other – Private Assets Adjusted EBITDA expenses increased 10.9%, primarily driven by increases in compensation and benefits costs as a result of increased headcount costs. 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 6.0%.
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
•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
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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.
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The following table presents Run Rates as of the dates indicated and the growth percentages over the periods indicated:
| As of | ||||||||||||||||||||||||||
| (in millions) | March 31, 2026 | March 31, 2025 | Run Rate Growth % | Organic Run Rate Growth % | ||||||||||||||||||||||
| Index: | ||||||||||||||||||||||||||
| Recurring subscriptions | $ | 1,049.8 | $ | 948.4 | 10.7 | % | 10.4 | % | ||||||||||||||||||
| Asset-based fees | 872.0 | 697.2 | 25.1 | % | 24.9 | % | ||||||||||||||||||||
| Index total | 1,921.8 | 1,645.6 | 16.8 | % | 16.6 | % | ||||||||||||||||||||
| Analytics | 763.4 | 707.8 | 7.9 | % | 7.4 | % | ||||||||||||||||||||
| Sustainability and Climate | 375.7 | 352.3 | 6.6 | % | 4.2 | % | ||||||||||||||||||||
| All Other - Private Assets | 296.4 | 273.5 | 8.4 | % | 7.8 | % | ||||||||||||||||||||
| Total Run Rate | $ | 3,357.3 | $ | 2,979.2 | 12.7 | % | 12.1 | % | ||||||||||||||||||
| Recurring subscriptions total | $ | 2,485.3 | $ | 2,282.0 | 8.9 | % | 8.2 | % | ||||||||||||||||||
| Asset-based fees | 872.0 | 697.2 | 25.1 | % | 24.9 | % | ||||||||||||||||||||
| Total Run Rate | $ | 3,357.3 | $ | 2,979.2 | 12.7 | % | 12.1 | % | ||||||||||||||||||
Total Run Rate increased 12.7%, driven by a 8.9% increase from recurring subscriptions and a 25.1% increase from asset-based fees.
Run Rate from Index recurring subscriptions increased 10.7%, primarily driven by growth from market cap-weighted and custom Index products. The increase reflected growth across all regions.
Run Rate from Index asset-based fees increased 25.1%, driven by higher AUM in both ETFs linked to MSCI equity indexes and non-ETF indexed funds linked to MSCI indexes.
Run Rate from Analytics products increased 7.9%, driven by growth in both Multi-Asset Class and Equity Analytics products, and reflected growth across all regions, primarily led by hedge fund managers, banking and brokerages and asset managers client segments.
Run Rate from Sustainability and Climate products increased 6.6%, driven by growth in Ratings, Climate and Screening products, primarily attributable to EMEA.
Run Rate from All Other - Private Assets increased 8.4%, primarily driven by Private Capital Solutions related to Private Capital Transparency Data, Total Plan Manager and Private Capital Intel products. The increase reflected growth across all regions and was primarily driven by asset owner and asset manager 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.
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The following table presents our recurring subscription sales, cancellations and non-recurring sales for the periods indicated:
| Three Months Ended | ||||||||||||||
| (in millions) | March 31, 2026 | March 31, 2025 | ||||||||||||
| Index | ||||||||||||||
| New recurring subscription sales | $ | 32.8 | $ | 22.5 | ||||||||||
| Subscription cancellations | (8.0) | (8.3) | ||||||||||||
| Net new recurring subscription sales | $ | 24.8 | $ | 14.2 | ||||||||||
| Non-recurring sales | $ | 16.7 | $ | 12.4 | ||||||||||
| Total gross sales | $ | 49.5 | $ | 34.9 | ||||||||||
| Total Index net sales | $ | 41.5 | $ | 26.6 | ||||||||||
| Analytics | ||||||||||||||
| New recurring subscription sales | $ | 17.1 | $ | 13.2 | ||||||||||
| Subscription cancellations | (8.9) | (7.9) | ||||||||||||
| Net new recurring subscription sales | $ | 8.2 | $ | 5.3 | ||||||||||
| Non-recurring sales | $ | 2.7 | $ | 2.2 | ||||||||||
| Total gross sales | $ | 19.8 | $ | 15.4 | ||||||||||
| Total Analytics net sales | $ | 10.9 | $ | 7.5 | ||||||||||
| Sustainability and Climate | ||||||||||||||
| New recurring subscription sales | $ | 7.5 | $ | 7.2 | ||||||||||
| Subscription cancellations | (6.6) | (4.7) | ||||||||||||
| Net new recurring subscription sales | $ | 0.9 | $ | 2.5 | ||||||||||
| Non-recurring sales | $ | 1.0 | $ | 1.9 | ||||||||||
| Total gross sales | $ | 8.5 | $ | 9.1 | ||||||||||
| Total Sustainability and Climate net sales | $ | 1.9 | $ | 4.4 | ||||||||||
| All Other - Private Assets | ||||||||||||||
| New recurring subscription sales | $ | 10.2 | $ | 9.7 | ||||||||||
| Subscription cancellations | (4.5) | (5.6) | ||||||||||||
| Net new recurring subscription sales | $ | 5.7 | $ | 4.1 | ||||||||||
| Non-recurring sales | $ | 0.8 | $ | 1.1 | ||||||||||
| Total gross sales | $ | 11.0 | $ | 10.8 | ||||||||||
Total All Other - Private Assets net sales | $ | 6.5 | $ | 5.2 | ||||||||||
| Consolidated | ||||||||||||||
| New recurring subscription sales | $ | 67.6 | $ | 52.6 | ||||||||||
| Subscription cancellations | (28.0) | (26.5) | ||||||||||||
| Net new recurring subscription sales | $ | 39.6 | $ | 26.1 | ||||||||||
| Non-recurring sales | $ | 21.2 | $ | 17.6 | ||||||||||
| Total gross sales | $ | 88.8 | $ | 70.2 | ||||||||||
| Total net sales | $ | 60.8 | $ | 43.7 | ||||||||||
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Retention Rate
The following table presents our Retention Rate for the periods indicated:
| Three Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Index | 96.9% | 96.5% | ||||||||||||
| Analytics | 95.3% | 95.5% | ||||||||||||
| Sustainability and Climate | 93.0% | 94.5% | ||||||||||||
| All Other - Private Assets | 93.8% | 91.5% | ||||||||||||
| Total | 95.4% | 95.3% | ||||||||||||
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 March 31, 2026, we had an aggregate of $6.0 billion in Senior Notes outstanding. In addition, under the Credit Agreement, we had as of March 31, 2026 an aggregate of $500.0 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 March 31, 2026, our Consolidated Leverage Ratio was 2.94:1.00.
Share Repurchases
The following table provides information with respect to repurchases of the Company’s common stock pursuant to open market repurchases:
Three months ended (in millions, except per share data) | Average Price Paid Per Share | Total Number of Shares Repurchased | Dollar Value of Shares Repurchased(1) | |||||||||||||||||
| March 31, 2026 | $ | 558 | 0.7 | $ | 399.3 | |||||||||||||||
| March 31, 2025 | $ | 591 | 0.3 | $ | 155.4 | |||||||||||||||
___________________________
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 Statement of Shareholders’ Equity (Deficit).
As of March 31, 2026, there was $1.7 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 April 20, 2026, the Board of Directors declared a quarterly cash dividend of $2.05 per share for the three months ending June 30, 2026. The second quarter 2026 dividend is payable on May 29, 2026 to shareholders of record as of the close of trading on May 15, 2026.
Cash Flows
As of March 31, 2026, the Company had cash and cash equivalents of $385.3 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 March 31, 2026 and December 31, 2025, $287.8 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
| Three Months Ended March 31, | ||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||
| Net cash provided by operating activities | $ | 306.8 | $ | 301.7 | ||||||||||
| Net cash (used in) investing activities | (70.5) | (32.9) | ||||||||||||
| Net cash (used in) provided by financing activities | (364.5) | (321.7) | ||||||||||||
| Effect of exchange rate changes | (1.8) | 4.2 | ||||||||||||
| Net (decrease) increase in cash, cash equivalents and restricted cash | $ | (130.0) | $ | (48.7) | ||||||||||
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 cash expenses, interest payments and income taxes paid.
Our primary uses of cash from operating activities are for the payment of cash compensation expenses, interest expenses, income taxes, 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 higher share repurchases, partially offset by net proceeds from borrowings.
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 three months ended March 31, 2026 and 2025, 16% and 16%, 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 three months ended March 31, 2026, 43% was in Euros, 30% was in British pounds sterling and 21% was in Japanese yen. Of the 16% of non-U.S. dollar exposure for the three months ended March 31, 2025, 43% was in Euros, 31% was in British pounds sterling and 18% was in Japanese yen.
Revenues from asset-based fees represented 26% and 24% of operating revenues for the three months ended March 31, 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 41% and 40% of our operating expenses for the three months ended March 31, 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 and Mexican pesos.
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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 $1.0 million and $2.4 million for the three months ended March 31, 2026 and 2025, respectively.
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 March 31, 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 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 March 31, 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 March 31, 2026.
Issuer Purchases of Equity Securities
| Period | Total Number of Shares Purchased(1) | Average Price Paid Per Share(2) | 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) | ||||||||||||||||||||||
| January 1, 2026 - January 31, 2026 | 89,585 | $ | 574.57 | 89,585 | $ | 2,066 | ||||||||||||||||||||
| February 1, 2026 - February 28, 2026 | 421,259 | $ | 559.08 | 396,399 | $ | 1,846 | ||||||||||||||||||||
| March 1, 2026 - March 31, 2026 | 229,927 | $ | 555.86 | 229,927 | $ | 1,718 | ||||||||||||||||||||
| Total | 740,771 | $ | 559.96 | 715,911 | $ | 1,718 | ||||||||||||||||||||
___________________________
(1)Includes, 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.
(2)Excludes 1% excise tax incurred on share repurchases.
(3)See 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 March 31, 2026, none of the Company’s directors or officers, as defined in Section 16 of the Exchange Act, adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K of the Exchange Act.
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Item 6. Exhibits
EXHIBIT INDEX
___________________________
*Filed herewith.
**Furnished herewith.
†Indicates a management compensation plan, contract or arrangement.
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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: April 21, 2026
| MSCI INC. (Registrant) | ||||||||
| By: | /s/ Andrew C. Wiechmann | |||||||
| Andrew C. Wiechmann Chief Financial Officer (Principal Financial Officer) | ||||||||
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