UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~January 1227, ~~2025~~2026

MSCI Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-33812

13-4038723

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

7 World Trade Center,

250 Greenwich Street, 49th Floor,

New York,

New York

10007

(Address of principal executive offices) (Zip Code)

(212) 804-3900

(Registrant's telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On ~~November~~January 1227, ~~2025~~2026, ~~Mr.~~MSCI CInc.D. ~~Baer~~and ~~Pettit~~its ~~notified~~subsidiary MSCI ~~Inc.~~Limited (~~the~~together, “~~Company~~MSCI”) ofand ~~his~~BlackRock ~~decision~~Fund toAdvisors ~~retire~~(together ~~from~~with ~~the~~certain ~~Company.~~of ~~Accordingly~~its affiliates, ~~and~~the in“Licensee”) ~~connection~~entered ~~with~~into ~~his~~an ~~planned~~amendment ~~retirement~~(the ~~and~~“Amendment”) ~~in order~~ to ~~facilitate~~the aMaster ~~smooth~~Index ~~and~~License ~~orderly~~Agreement ~~transition~~for ofExchange ~~his~~Traded ~~responsibilities~~Funds, ~~Mr.~~dated ~~Pettit~~October ~~ceased serving in his position as Chief Operating Officer of the Company~~1, ~~effective November 12~~2022, ~~2025,~~ and ~~will~~Schedule ~~cease~~No. ~~serving~~1 inthereto ~~his~~(together, ~~positions~~the as“Existing ~~President~~ETF ~~and~~Agreements”). asThe aAmendment ~~member~~extends of the ~~Board~~term of ~~Directors of~~ the ~~Company~~Existing ~~(the~~ETF ~~“Board”),~~Agreements inuntil ~~each case effective~~ March 131, ~~2026.~~2035 ~~The~~and, ~~Company~~thereafter, ~~intends~~the toterm ~~enter~~of ~~into~~each anExisting ~~advisory~~ETF ~~service~~Agreement ~~arrangement~~is ~~with~~subject ~~Mr. Pettit, pursuant~~ to ~~which,~~auto-renewal for ~~the~~successive ~~period~~three-year ~~from~~periods ~~March~~unless 1,MSCI ~~2026~~or ~~through~~the aLicensee ~~date~~provides inwritten ~~the~~notice ~~third quarter~~ of ~~2026,~~termination ~~Mr.~~prior ~~Pettit will provide certain advisory services~~ to the ~~Company~~end ~~to ensure a smooth and orderly transition~~ of ~~his~~the ~~responsibilities~~then-current term.

InPursuant ~~addition~~to the Amendment, inMSCI ~~connection~~will ~~with~~continue ~~Mr.~~to ~~Pettit’s~~license ~~planned~~to ~~retirement,~~the ~~Mr.~~Licensee ~~Henry~~the A.right ~~Fernandez,~~to use certain MSCI equity indexes as the ~~Company’s~~basis ~~Chief~~of ~~Executive~~exchange-traded ~~Officer~~funds (each, a “Fund” and together, the “Funds”). The Licensee will ~~assume~~continue to pay MSCI a periodic license fee calculated based on the ~~role~~amount of assets under management (“AUM”) for the ~~Company~~particular Fund during the relevant license period and the Fund’s ~~President~~expense ratio. Beginning on January 1, 2026, with additional changes effective ~~March~~January 1, ~~2026.~~2027, ~~There~~the ~~are~~Amendment norevises ~~changes~~license tofees ~~Mr.~~payable ~~Fernandez’s~~to ~~compensation~~MSCI inby ~~connection~~certain Funds, with ~~this~~changes ~~designation.~~that Invary ~~connection~~based ~~with~~on the ~~foregoing,~~expense ~~the~~ratio ~~Board~~and ~~has~~AUM ~~approved~~of aeach ~~reduction~~such inFund. The Amendment does not otherwise make material changes to the ~~size~~existing offee constructs in the ~~Board~~Existing ~~from~~ETF ~~twelve~~Agreements. The revised fee structure aims to ~~eleven~~enable ~~directors,~~continued ~~effective~~growth ~~March~~through 1,the ~~2026~~price and volume tradeoff over the long-term.

~~Item~~On 7February 5, 2025, BlackRock filed a Schedule 13G/A with the SEC disclosing that it exercises investment discretion over 5,400,012 shares of MSCI's common stock, par value $0.01 ~~Regulation~~(“Common FDStock”) ~~Disclosure~~as of December 31, 2024 or 7.3% of MSCI's outstanding Common Stock based on the total number of shares of Common Stock as of December 31, 2025.

OnThe ~~November~~foregoing ~~17,~~description ~~2025,~~of the ~~Company~~Amendment ~~issued~~does anot ~~press~~purport ~~release~~to ~~regarding~~be ~~the~~complete ~~leadership~~and ~~change~~is ~~described~~qualified ~~under~~in ~~Item~~its ~~5.02~~entirety ofby ~~this~~reference ~~Current~~to ~~Report on Form 8-K. A copy of~~ the ~~press~~Amendment, ~~release~~which is ~~furnished~~filed as Exhibit 9910.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information furnished under Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
Exhibit 99.1			Press Release of the Company, dated November 17, 2025, titled “MSCI announces Baer Pettit to retire as President”
Exhibit 10.1†			Amendment to Index License Agreement for Exchange Traded Funds, dated as of January 27, 2026, between MSCI Inc., MSCI Limited and BlackRock Fund Advisors
Exhibit 104			Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL).

† Certain confidential portions of this Exhibit have been omitted pursuant to Item 601(b) of Regulation S-K because the identified confidential portions (i) are not material and (ii) are of the type that MSCI treats as private or confidential.

SIGNATURE

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 hereunto duly authorized.

	MSCI Inc.
Date: November 17, 2025	By:	/s/ Henry A. Fernandez
Date: January 28, 2026	By:	/s/ Henry A. Fernandez
	Name:	Henry A. Fernandez
	Title:	Chairman and Chief Executive Officer

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