MSCI 8-K — Smart Summary

MSCI Inc. completed a public offering of $500,000,000 aggregate principal amount of 5.150% Senior Notes due March 15, 2036, with the closing occurring on November 6, 2025. The notes were priced at 99.650% of principal with a yield to maturity of 5.195%, and the offering was underwritten by J.P. Morgan Securities LLC and BofA Securities, Inc. as joint bookrunner representatives. As a result of the debt issuance, MSCI updated its full-year 2025 interest expense guidance upward to approximately $210–$213 million from prior guidance of $205–$209 million.

• Principal amount: $500,000,000 of 5.150% Senior Notes due March 15, 2036 (CUSIP: 55354GAS9; ISIN: US55354GAS93)
• Offering price: 99.650% of principal amount; yield to maturity: 5.195%; spread to benchmark treasury: T+110 bps
• Benchmark treasury: 4.250% UST due August 15, 2035, at a yield of 4.095%
• Trade date: October 30, 2025; settlement date (T+5): November 6, 2025 (Closing Date)
• Underwriters purchased notes at 99.00% of principal amount plus accrued interest; joint bookrunners include J.P. Morgan Securities LLC ($110,000,000), BofA Securities, Inc. ($110,000,000), Goldman Sachs & Co. LLC ($60,000,000), Morgan Stanley & Co. LLC ($60,000,000), Citizens JMP Securities LLC ($32,500,000), RBC Capital Markets LLC ($32,500,000), and TD Securities (USA) LLC ($32,500,000); co-managers include Credit Agricole Securities (USA) Inc., Huntington Securities Inc., M&T Securities Inc., Scotia Capital (USA) Inc., and R. Seelaus & Co. LLC
• Interest payable semi-annually on March 15 and September 15 commencing March 15, 2026; interest accrues from November 6, 2025
• Redemption: make-whole call prior to December 15, 2035 at Treasury Rate plus 20 bps; par call at 100% on or after December 15, 2035 (Par Call Date); Change of Control Repurchase Event trigger at 101% of principal
• Credit ratings: Baa3 (Moody's) / BBB- (S&P) / BBB- (Fitch); minimum denomination: $2,000 and integral multiples of $1,000
• Notes issued under Base Indenture dated August 8, 2025 and Second Supplemental Indenture dated November 6, 2025, both with Wilmington Trust, National Association as trustee; registered under Form S-3 (File No. 333-277791)
• Updated full-year 2025 interest expense guidance: approximately $210–$213 million (including amortization of financing fees), up from prior guidance of $205–$209 million, reflecting higher average debt balances and effective interest rates; no other guidance elements updated