SPGI 8-K: Smart Summary

On July 1, 2026, S&P Global Inc. completed the separation of Mobility Global Inc. by distributing 100% of Mobility Global common stock to S&P Global stockholders on a one-for-one share basis, with Mobility Global subsequently listed on the NYSE under 'MBGL' as an independent, publicly-traded company. In connection with the Separation, Mobility Global and S&P Global entered into four agreements on June 30, 2026 to govern the Separation and the ongoing relationship between the two companies.

• Separation and Distribution Agreement — Mobility Global Inc. and S&P Global Inc.; effective June 30, 2026; governs overall Separation terms including transfer of specified assets and rights, liabilities assumed, non-exclusive intellectual property licenses, and uncapped cross-indemnities placing financial responsibility for the Spin Business with Mobility Global and for retained businesses with S&P Global; assets transferred on an 'as is, where is' basis
• Tax Matters Agreement — Mobility Global Inc. and S&P Global Inc.; effective June 30, 2026; governs tax rights, responsibilities, and obligations for pre- and post-closing periods; S&P Global is generally responsible for Mobility Global's pre-closing taxes on combined tax returns and pre-closing non-income taxes on retained businesses; Mobility Global is responsible for pre-closing income taxes on separate tax returns and pre-closing non-income taxes on its business or assets; includes covenants restricting certain actions for a two-year period following the Distribution Date of July 1, 2026 to preserve tax-free treatment of the Separation
• Transition Services Agreement (TSA) — S&P Global Inc. (provider) and Mobility Global Inc. (recipient); effective June 30, 2026; S&P Global provides transitional services including information technology, finance, and human resources for a period of up to 18 months following the Distribution; Mobility Global may terminate any or all services upon prior written notice subject to certain conditions; each party's maximum aggregate liability generally limited to fees actually paid under the agreement
• Employee Matters Agreement — Mobility Global Inc. and S&P Global Inc.; effective June 30, 2026; governs compensation and benefit obligations for current and former employees, directors, and consultants; covers assignment of employees, assumption and retention of liabilities and related assets, expense reimbursements, workers' compensation, leaves of absence, comparable benefits, employee service credit, sharing of employee information, and duplication or acceleration of benefits

• Consent Requirements — Mobility Global and S&P Global must use commercially reasonable efforts (subject to certain exceptions) to obtain consents, approvals, and amendments required to assign assets and liabilities transferred pursuant to the Separation and Distribution Agreement
• Tax-Free Treatment Covenants (Two-Year Restrictions) — During the two-year period following the Distribution Date (July 1, 2026), Mobility Global is restricted from: causing or permitting certain business combinations or transactions; discontinuing the active conduct of its business; selling or issuing Mobility Global common stock (other than issuances satisfying certain regulatory safe harbors for employee and retirement plan stock); redeeming or acquiring Mobility Global common stock other than open-market repurchases of less than 20% of Mobility Global's common stock in the aggregate; and amending its certificate of incorporation or other organizational documents affecting voting rights
• IRS Ruling or Tax Opinion Requirement — Mobility Global may take actions otherwise prohibited by tax covenants only if it obtains and provides to S&P Global an IRS ruling or an opinion from a tax adviser acceptable to S&P Global in its sole discretion confirming such action will not jeopardize tax-free treatment, or obtains S&P Global's prior written consent in S&P Global's sole and absolute discretion
• Distribution Record Date — S&P Global stockholders of record as of the close of business on June 15, 2026 were eligible to receive Mobility Global shares in the Distribution

• Distribution Date: July 1, 2026, effective as of 12:01 a.m. New York City time
• Record Date: close of business on June 15, 2026
• Distribution ratio: one share of Mobility Global Inc. (SpinCo) common stock for every one share of S&P Global Inc. (SPGI) common stock held on the Record Date
• 100% of issued and outstanding shares of SpinCo Common Stock (par value $0.01 per share) were distributed as a pro rata dividend to holders of SPGI Common Stock (par value $1.00 per share)
• SpinCo (Mobility Global Inc.) is a Delaware corporation; SPGI is a New York corporation
• Separation and Distribution Agreement dated as of June 30, 2026 between S&P Global Inc. and Mobility Global Inc.
• SpinCo issued to SPGI 294,821,318 shares of SpinCo Common Stock as partial consideration for the Contribution
• Special Cash Payment: $1,973,691,500 payable from SpinCo to SPGI prior to the Distribution as partial consideration for the Contribution
• SPGI will maintain Special Cash Payment funds in a segregated bank deposit account (Segregated Account)
• Within 12 months following the Distribution, SPGI will distribute the Segregated Account cash to SPGI's creditors in retirement of outstanding SPGI indebtedness or to SPGI's shareholders in repurchase of or as a distribution with respect to shares of SPGI common stock (SPGI Cash Distribution), as identified on Schedule 2.02(b)(ii)
• Fractional shares of Mobility Global common stock were not delivered; fractional shares will be sold in the open market by the Distribution Agent (Computershare Trust Company, N.A.) and stockholders will receive cash proceeds pro rata
• No interest will be paid to recipients of cash in lieu of fractional shares
• SpinCo Common Stock approved for listing on the NYSE
• SpinCo filed a Form 10 registration statement with the SEC to register SpinCo Common Stock under the Exchange Act
• SpinCo Common Stock will not be issued in paper certificate form; shares registered in book-entry form
• The Contribution and Distribution are intended to qualify as a tax-free reorganization under Section 368(a)(1)(D) of the Internal Revenue Code of 1986; Contribution intended to qualify as tax-free under Sections 361(a) and 361(b); Distribution intended to qualify as tax-free under Sections 355(a) and 361(c)
• SpinCo Business defined as providing analytics, marketing, planning solutions, reports, forecasts and vehicle history data for the automotive sector, operating under SPGI's Global Mobility division, including brands Carfax, automotiveMastermind, Market Scan, and Polk
• Restructuring Plan referred to as 'Project Metropolis Global Macro Step Plan'
• Ancillary Agreements include: Employee Matters Agreement, Tax Matters Agreement, Transition Services Agreement, and Commercial Agreements
• Intercompany accounts between SPGI Group and SpinCo Group settled and extinguished as of the Distribution Time
• Intercompany contracts between SPGI Group and SpinCo Group terminated and cancelled as of the Distribution Time (with specified exceptions)
• Access to information obligations: each Group shall afford the other Group reasonable access for a period of 7 years after the Distribution Date
• Shared Contracts: SPGI to use commercially reasonable efforts to cooperate with SpinCo for a period not to exceed 18 months following the Distribution Time to establish agency or similar arrangements for Shared Contracts requiring third-party consent
• Governing law: not specified in the excerpted text; Agreement is between a New York corporation and a Delaware corporation
• Dispute resolution provisions include mediation and jurisdiction clauses; jury trial waived
• SPGI Cash Distribution to be distributed within 12 months following the Distribution

• TSA Fees — Mobility Global is charged fees for transition services based on S&P Global's reasonably apportioned fully-loaded overhead, administrative and supervisory costs and expenses incurred in providing the transition services
• TSA Liability Cap — Each party's maximum aggregate liability under the TSA is generally limited to the fees actually paid to S&P Global under the agreement
• Cross-Indemnities (Separation and Distribution Agreement) — Uncapped cross-indemnities place financial responsibility for Spin Business obligations and liabilities with Mobility Global and financial responsibility for S&P Global's retained business obligations and liabilities with S&P Global
• Tax Indemnification — Mobility Global is generally required to indemnify S&P Global against any and all tax-related liabilities incurred by S&P Global or its subsidiaries relating to the Separation, including the Distribution and certain related transactions, to the extent caused by any action undertaken by Mobility Global or in respect of Mobility Global's shares

• Separation completed effective 12:01 a.m. New York City time on July 1, 2026
• 100% of Mobility Global shares distributed to S&P Global common stockholders at a ratio of one share of Mobility Global for every share of S&P Global held at the close of business on June 15, 2026 (the record date)
• Mobility Global common stock began regular-way trading on the NYSE under ticker symbol 'MBGL' on July 1, 2026
• Fractional shares were not distributed; fractional entitlements will be sold in the open market and stockholders will receive a cash payment based on their pro rata portion of net proceeds
• S&P Global expects to issue a press release on July 6, 2026 providing recast financial information for full year 2025, all four quarters of 2025, and Q1 2026 reflecting the spin-off
• Financial advisors: Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., and Evercore Group L.L.C.; Legal advisors: Davis Polk & Wardwell LLP and Baker McKenzie LLP