UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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

~~Pursuant~~Date toof ~~Section~~Report 13(Date orof ~~15(d~~earliest event reported): August 20, 2025

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2025 (August 5, 2025)

____________________________

MSCI Inc. (Exact name of Registrant as Specified in Its Charter)

~~(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)

(~~Address~~212) 804-3900 of(Registrant’s ~~principal~~telephone ~~executive~~number, ~~offices)~~including ~~(Zip~~area ~~Code~~code)

NOT APPLICABLE (~~212)~~Former ~~804-3900~~ name or former address, if changed since last report)

(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 81.01 Entry ~~Other~~into ~~Events~~a Material Definitive Agreement.

~~Notes~~Third ~~Offering~~Amended and Restated Credit Agreement

On August 820, 2025 ~~(the “Closing Date”)~~, MSCI Inc. (the “Company”), ~~completed~~the ~~its~~lenders ~~previously~~party ~~announced~~thereto, ~~public~~JPMorgan ~~offering~~Chase ofBank, $1N.25A., ~~billion~~ in ~~aggregate~~its ~~principal~~capacity ~~amount~~as administrative agent, and Bank of 5America, N.~~250%~~A., ~~senior unsecured~~in ~~notes~~its ~~due~~capacity ~~2035~~as syndication agent, entered into a Third Amended and Restated Credit Agreement (the “~~Notes~~Credit Agreement”), amending ~~pursuant~~and torestating anin ~~Underwriting~~its ~~Agreement~~entirety ~~(attached~~the ~~hereto~~Second asAmended ~~Exhibit~~and ~~1.1~~Restated ~~and~~Credit ~~incorporated herein~~Agreement by(the ~~reference~~“Existing Credit Agreement”), dated as of ~~August~~January 526, ~~2025~~2024, byamong ~~and between~~ the Company, JJPMorgan Chase Bank, N.PA., ~~Morgan~~as ~~Securities~~Administrative ~~LLC~~Agent and ~~BofA~~L/C ~~Securities~~Issuer, ~~Inc~~and the other parties thereto., asThe Credit Agreement increases the aggregate revolving commitments to $1.60 billion (from $1.25 billion) and extends the availability ~~representatives~~period to August 20, 2030. Prior to the effectiveness of the ~~underwriters~~Credit ~~listed~~Agreement, the Company applied the proceeds of its August 2025 senior notes offering to repay in ~~Schedule~~full 1all ~~thereto~~outstanding borrowings under the Existing Credit Agreement, and, as a result, no revolving loans were outstanding when the new facility became effective.

The ~~sale~~obligations ofunder the ~~Notes~~Credit Agreement ~~was~~are ~~registered~~unsecured ~~with~~senior obligations of the ~~Securities~~Company. ~~and~~Except ~~Exchange Commission~~as onset aforth ~~Registration~~below, ~~Statement~~pricing, onthe ~~Form~~consolidated ~~S-3~~leverage ratio (~~File~~maximum 4.25:1.00, Noor 4.50:1.00 ~~333-277791~~for four quarters following a material acquisition) (and other key economic terms remain unchanged from the ~~“Registration~~Existing Credit ~~Statement”)~~Agreement. The ~~Notes~~Credit ~~were~~Agreement ~~offered~~modifies the consolidated interest coverage covenant by converting it from a covenant tested each ~~pursuant~~fiscal quarter under the Existing Credit Agreement to aone ~~prospectus~~that ~~dated~~is ~~March~~tested 8,at ~~2024~~fiscal ~~and~~quarter-end only during a ~~prospectus~~period ~~supplement~~in ~~dated~~which ~~August~~the 5Company does not maintain investment-grade ratings from at least two of Moody’s, ~~2025~~S&P or Fitch. The Credit Agreement also eliminates the 0.10% Term SOFR adjustment that applied to Term SOFR-based borrowings under the Existing Credit Agreement.

The ~~Notes~~Credit ~~were~~Agreement ~~issued~~also ~~pursuant~~contains customary toevents anof ~~Indenture~~default, ~~(attached~~representations ~~hereto~~and ~~as Exhibit~~warranties ~~4.1~~ and ~~incorporated~~covenants, ~~herein~~including, byamong ~~reference)~~other things, ~~dated~~covenants asthat restrict the ability of ~~August~~subsidiaries 8,of ~~2025,~~the byCompany to incur certain additional indebtedness and ~~between~~restrict the ability of the Company and ~~Wilmington~~its ~~Trust, National~~subsidiaries ~~Association,~~to ascreate ~~trustee~~or ~~(the~~permit ~~“Trustee”),~~liens ason ~~supplemented~~assets, byengage ~~the~~in ~~First~~sale-leaseback ~~Supplemental~~transactions ~~Indenture~~or ~~(attached~~engage ~~hereto~~in asmergers ~~Exhibit~~or 4consolidations.2 The Credit Agreement ~~and~~events ~~incorporated~~of ~~herein~~default, byrepresentations ~~reference)~~and warranties, ~~dated~~and ascovenants ofremain ~~August~~substantially 8,similar ~~2025~~to those under the Existing Credit Agreement, subject byto ~~and~~certain ~~between~~modifications generally in favor of the Company and its subsidiaries. The obligations under the ~~Trustee~~Credit Agreement are not guaranteed by any subsidiary of the Company.

AThe ~~copy~~proceeds of the ~~opinion~~revolving ofloans will ~~Davis~~be ~~Polk~~used &for ~~Wardwell~~general ~~LLP,~~corporate ~~counsel~~purposes ~~to the Company~~(including, ~~relating~~working tocapital ~~the~~and ~~legality~~acquisitions ofand ~~the~~other ~~Notes~~transactions ispermitted ~~filed~~under asthe ~~Exhibit 5~~Credit Agreement).~~1 to this Current Report.~~

~~Item~~The 9lenders, joint lead arrangers and bookrunners and/or agents under the Credit Agreement, and certain of their affiliates, have engaged in, and/or in the future may engage in, banking and other transactions with the Company, including previous credit facilities.01 ~~Financial~~These ~~Statements~~parties have received or may receive in the future customary fees and ~~Exhibits~~expense reimbursement in connection with these services.

~~(d) Exhibits~~The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Exhibit No.	Description
1.1	Underwriting Agreement among MSCI Inc., J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the Underwriters listed in Schedule 1 thereto, dated August 5, 2025
4.1	Indenture between MSCI Inc. and Wilmington Trust, National Association, as trustee, dated August 8, 2025
4.2	First Supplemental Indenture between MSCI Inc. and Wilmington Trust, National Association, as trustee, dated August 8, 2025
4.3	Form of Global Note representing the Company’s 5.250% Notes due 2035 (included in Exhibit 4.2)
5.1	Opinion of Davis Polk & Wardwell LLP
23.1	Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
104	Cover Page Interactive File, embedded in Inline XBRL

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~SIGNATURE~~The information in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03.

~~Pursuant~~Item to9.01 Financial ~~the~~Statements ~~requirements of the Securities~~and ~~Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

		MSCI Inc.
Date:	August 8, 2025	By:	/s/ Henry A. Fernandez
		Name:	Henry A. Fernandez
		Title:	Chairman and Chief Executive Officer

(d) Exhibits.

Exhibit No.	Description
10.1	Third Amended and Restated Credit Agreement, dated as of August 20, 2025, among MSCI Inc., JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer, Bank of America, N.A., as Syndication Agent and L/C Issuer, and the other lenders party thereto.
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 20, 2025	By:	/s/ Henry A. Fernandez
	Name:	Henry A. Fernandez
	Title:	Chairman and Chief Executive Officer

Filing Compare · MSCI Inc.