UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 8, 2025 (
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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 8.01 Other Events.
Notes Offering
On August 8, 2025 (the “Closing Date”), MSCI Inc. (the “Company”) completed its previously announced public offering of $1.25 billion in aggregate principal amount of 5.250% senior unsecured notes due 2035 (the “Notes”), pursuant to an Underwriting Agreement (attached hereto as Exhibit 1.1 and incorporated herein by reference), dated as of August 5, 2025, by and between the Company, J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the underwriters listed in Schedule 1 thereto.
The sale of the Notes was registered with the Securities and Exchange Commission on a Registration Statement on Form S-3 (File No. 333-277791) (the “Registration Statement”). The Notes were offered pursuant to a prospectus dated March 8, 2024 and a prospectus supplement dated August 5, 2025.
The Notes were issued pursuant to an Indenture (attached hereto as Exhibit 4.1 and incorporated herein by reference), dated as of August 8, 2025, by and between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture (attached hereto as Exhibit 4.2 and incorporated herein by reference), dated as of August 8, 2025, by and between the Company and the Trustee.
A copy of the opinion of Davis Polk & Wardwell LLP, counsel to the Company, relating to the legality of the Notes is filed as Exhibit 5.1 to this Current Report.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
Description |
| 1.1 | |
| 4.1 | |
| 4.2 | |
| 4.3 | Form of Global Note representing the Company’s 5.250% Notes due 2035 (included in Exhibit 4.2) |
| 5.1 | |
| 23.1 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) |
| 104 | Cover Page Interactive File, embedded in Inline XBRL |
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: | August 8, 2025 | By: | /s/ Henry A. Fernandez | |
| Name: | Henry A. Fernandez | |||
| Title: | Chairman and Chief Executive Officer | |||