MOODYS CORP /DE/ 8-K

What Happened

• Moody's Corporation (MCO) filed an 8-K reporting that its board of directors approved amendments and restatement of the Amended and Restated Moody’s Corporation 2001 Key Employees’ Stock Incentive Plan on December 16, 2025.
• The amendments change how certain equity awards are treated at retirement, death or disability, add flexibility for restricted stock unit (RSU) vesting schedules, and update the definition of “Good Standing.”

Key Details

• Amendment approved by the board on December 16, 2025.
• Requires an employee to be in “Good Standing” and comply with post-termination obligations to receive “Retirement” treatment for equity awards.
• Allows the company to require a release of claims as a condition for Retirement treatment.
• Adds flexibility for RSU vesting schedules and clarifies that equity treatment on death or disability reflects current company practice without needing Compensation & Human Resources Committee approval.
• The full amended plan text is attached as Exhibit 10.1 to the filing.

Why It Matters

• These changes affect how key employees’ equity awards (including RSUs) vest and are paid when employees retire, become disabled, or die, and could alter the timing or conditions for employees to realize value from those awards.
• For investors, this is primarily a governance and compensation disclosure rather than a near-term financial event; however, changes to incentive plan rules can influence executive retention, payouts, and expense recognition tied to equity awards disclosed in future financial filings.