Gutowski Robert J. 4

What Happened Robert J. Gutowski, General Counsel of MSCI Inc. (MSCI), was awarded performance stock options (PSOs) representing the right to acquire 3,624 shares. The reported transaction is an award/acquisition (code A) recorded on 2026-01-26 at an acquisition price of $0.00 (derivative award); no cash changed hands. The PSOs were originally granted on February 2, 2023 and the performance condition for the 2023–2025 period was certified as met on January 26, 2026. The PSOs are scheduled to vest on February 2, 2026, subject to continuous service through that date.

Key Details

• Transaction date: 2026-01-26; Transaction type: Award/Grant (code A); Reported acquisition: 3,624 PSOs at $0.00 (derivative).
• Grant originally made: February 2, 2023; Vesting date: February 2, 2026 (third anniversary), contingent on continuous service and certified performance for 2023–2025.
• Shares owned after transaction: Not specified in the Form 4 filing.
• Footnote: Certification by MSCI’s Compensation, Talent and Culture Committee confirmed the performance condition for the PSOs was met for 3,624 shares (see F1).
• Filing timeliness: Form 4 filed 2026-01-28 for a 2026-01-26 event; no late filing indicated in the report.

Context

• These are performance-based stock options (PSOs), a derivative award that gives the holder the right to acquire shares if/when options vest and any exercise conditions are met; this report does not show an exercise or sale of the underlying shares.
• Awards tied to performance metrics are routine compensation for executives and do not, by themselves, indicate immediate buying or selling of stock.