8-K

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 12, 2025

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 12, 2025, Mr. C.D. Baer Pettit notified MSCI Inc. (the “Company”) of his decision to retire from the Company. Accordingly, and in connection with his planned retirement and in order to facilitate a smooth and orderly transition of his responsibilities, Mr. Pettit ceased serving in his position as Chief Operating Officer of the Company, effective November 12, 2025, and will cease serving in his positions as President and as a member of the Board of Directors of the Company (the “Board”), in each case effective March 1, 2026. The Company intends to enter into an advisory service arrangement with Mr. Pettit, pursuant to which, for the period from March 1, 2026 through a date in the third quarter of 2026, Mr. Pettit will provide certain advisory services to the Company to ensure a smooth and orderly transition of his responsibilities.

In addition, in connection with Mr. Pettit’s planned retirement, Mr. Henry A. Fernandez, the Company’s Chief Executive Officer, will assume the role of the Company’s President, effective March 1, 2026. There are no changes to Mr. Fernandez’s compensation in connection with this designation. In connection with the foregoing, the Board has approved a reduction in the size of the Board from twelve to eleven directors, effective March 1, 2026.

Item 7.01 Regulation FD Disclosure.

On November 17, 2025, the Company issued a press release regarding the leadership change described under Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

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 104	Cover Page Interactive Data File (embedded in the cover page formatted 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: November 17, 2025	By:	/s/ Henry A. Fernandez
	Name:	Henry A. Fernandez
	Title:	Chairman and Chief Executive Officer

EX-99.1

Exhibit 99.1

MSCI announces Baer Pettit to retire as President

Additional senior leadership changes will drive growth in new client segments and products

New York – November 17, 2025 – MSCI Inc. (NYSE: MSCI), a leading provider of critical decision support tools and services for the global investment community, announced that C.D. Baer Pettit, President and Chief Operating Officer (COO), and a member of the Board of Directors, has informed the company that he will retire next year after more than 25 years in senior leadership roles. Mr. Pettit will continue to serve as President and a Director until March 1, 2026, and will remain as an advisor to the company for a period of time to ensure a smooth transition.

Mr. Pettit joined MSCI in 2000 and has served in numerous senior leadership roles, including heading Client Coverage, Marketing and Index. He was appointed COO in 2015 and President in 2017, overseeing all products and operations, and he joined the Board of Directors in 2023.

“Baer has been my longtime business partner, and he has played a pivotal role in shaping MSCI’s strategy and success,” said MSCI Chairman and CEO Henry Fernandez. “I would like to thank Baer for his many contributions over the years. He leaves us well positioned for continued growth and innovation, and I will always be grateful for everything he has done to make this company what it is today.”

“It has been an honor and a privilege to have had a variety of leadership roles in such a dynamic and impactful organization, working alongside the most talented colleagues and sophisticated clients imaginable,” said Mr. Pettit. “I look forward to remaining a long-term shareholder and watching the company continue to grow and develop novel solutions to complex investment challenges.”

Following Mr. Pettit’s retirement, Mr. Fernandez will reassume the President title, in addition to his roles as Chairman and CEO.

Senior Leadership Changes

MSCI also announced senior leadership changes that will accelerate growth in new client segments, enhance product innovation, and expand operational scale and efficiency.

Chief Product Officer and Head of Client Segments

Alvise Munari has been appointed Head of Client Segments, in addition to his role as Chief Product Officer. Mr. Munari has been with the company for 10 years and previously served as Chief Client Officer. In his new role he will drive expansion of the firm’s products for new use cases and client segments.

Chief Operating Officer

Jorge Mina has been appointed Chief Operating Officer (COO), in addition to his role as Head of Analytics. As COO, he will lead the company’s integrated operations across all products and functional areas. Mr. Mina has been with the firm for over 25 years and has a deep understanding of MSCI’s operations, business processes, and technology stack.

-Ends-

About MSCI

MSCI Inc. (NYSE: MSCI) strengthens global markets by connecting participants across the financial ecosystem with a common language. Our research-based data, analytics and indexes, supported by advanced technology, set standards for global investors and help our clients understand risks and opportunities so they can make better decisions and unlock innovation. We serve asset managers and owners, private-market sponsors and investors, hedge funds, wealth managers, banks, insurers and corporates. To learn more, please visit www.msci.com.

Media Inquiries

melanie.blanco@msci.com
Melanie Blanco	+1 212 981 1049

Investor Inquiries

jeremy.ulan@msci.com
Jeremy Ulan	+1 646 778 4184

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to future events or to future financial performance and involve underlying assumptions, as well as known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” or the negative of these terms or other comparable terminology. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond MSCI’s control and that could materially affect actual results, levels of activity, performance or achievements.

Other factors that could materially affect actual results, levels of activity, performance or achievements can be found in MSCI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on February 7, 2025 and in quarterly reports on Form 10-Q and current reports on Form 8-K filed or furnished with the SEC. If any of these risks, uncertainties or other matters materialize, or if MSCI’s

underlying assumptions prove to be incorrect, actual results may vary significantly from what MSCI projected. Any forward-looking statement in this press release reflects MSCI’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to MSCI’s operations, results of operations, growth strategy and liquidity. MSCI assumes no obligation to publicly update or revise these forward- looking statements for any reason, whether as a result of new information, future events, or otherwise, except as required by law.

XML

Document and Entity Information Document	Nov. 12, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 12, 2025
Entity Registrant Name	MSCI Inc.
Entity Central Index Key	0001408198
Amendment Flag	false
Entity Tax Identification Number	13-4038723
Entity Address, Address Line One	7 World Trade Center,
Entity Address, Address Line Two	250 Greenwich Street, 49th Floor,
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10007
City Area Code	212
Local Phone Number	804-3900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	MSCI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33812