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): ~~May~~ 28June 23, 2025

FactSet Research Systems Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-11869

13-3362547

(State or other jurisdiction of

(Commission

(I.R.S. Employer

incorporation)

File Number)

Identification No.)

45 Glover Avenue

Norwalk, Connecticut 06850

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (203) 810-1000

Former name or former address, if changed since last report: None

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:

~~Check~~☐ Written communications pursuant to Rule 425 under the ~~appropriate~~Securities ~~box~~Act ~~below~~(17 ifCFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the ~~Form~~Exchange 8Act (17 CFR 240.14a-K12) ~~filing~~☐ isPre-commencement ~~intended~~ communications pursuant to ~~simultaneously~~Rule ~~satisfy~~14d-2(b) under the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~registrant~~240.14d-2(b)) ~~under~~☐ ~~any~~Pre-commencement ofcommunications pursuant to Rule 13e-4(c) under the ~~following~~Exchange ~~provisions:~~Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

¨ 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 Symbols(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	FDS	New York Stock Exchange LLC
		The Nasdaq Stock Market

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 2.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition

~~Retirement~~On June 23, 2025, FactSet Research Systems Inc. ("FactSet" or the "Company") issued a press release announcing its results for the three months ended May 31, 2025. A copy of Fthe press release is furnished as Exhibit 99.1 ~~Philip~~hereto ~~Snow~~and incorporated by reference herein. The information furnished pursuant to this Item 2.02 (Results of Operations and Financial Condition), including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as ~~Chief~~amended ~~Executive Officer~~(the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a ~~Director~~filing.

OnExhibit ~~June~~99.1 3,to ~~2025,~~this ~~FactSet~~Report ~~Research~~contains ~~Systems~~certain ~~Inc. (the~~financial ~~"Company")~~measures ~~announced~~ that F.are ~~Philip~~considered ~~Snow,~~non-GAAP ~~currently~~financial ~~the~~measures ~~Chief~~as ~~Executive~~defined ~~Officer~~in ~~("CEO") of~~ the ~~Company~~rules ~~and~~issued ~~a member~~by of the ~~board~~Securities ofand ~~directors~~Exchange ofCommission ~~the Company~~ (the "~~Board~~Commission"),. ~~notified~~Exhibit ~~the~~99.1 ~~Company~~to onthis ~~May~~Report ~~28,~~also ~~2025~~contains ~~of his intention to retire as~~ the ~~Company’s~~reconciliation ~~CEO~~of ~~and~~these asnon-GAAP afinancial ~~member~~measures ofto ~~the~~their ~~Board,~~most ~~effective~~directly ~~upon~~comparable ~~the~~financial ~~date~~measures ~~his~~calculated ~~successor,~~and ~~Sanoke~~presented ~~Viswanathan,~~in ~~starts~~accordance ~~employment~~ with ~~the~~generally ~~Company~~accepted asaccounting ~~described~~principles, ~~below.~~as ~~Mr.~~well ~~Snow~~as ~~will~~the ~~remain~~reasons anwhy ~~employee of~~ the Company’s ~~and~~management ~~serve~~believes asthat apresentation ~~special~~of ~~advisor to~~ the ~~Board~~non-GAAP ~~and~~financial ~~Mr. Viswanathan~~measures ~~assisting~~provides inuseful ~~the~~information ~~management~~to ~~transition~~investors ~~through~~regarding ~~November~~FactSet’s ~~15,~~results ~~2025~~of oroperations ~~such~~and, ~~later~~to ~~date as mutually agreed. During~~ the ~~transition period~~extent material, ~~Mr.~~a ~~Snow~~statement ~~will~~disclosing ~~continue~~any toother ~~receive~~additional ~~his~~purposes ~~base~~for ~~salary~~which ~~and~~the ~~continue~~Company’s tomanagement ~~receive~~uses ~~his~~the ~~current~~non-GAAP ~~employee~~financial ~~benefits~~measures.

MrItem 9.01 ~~Snow's~~Financial ~~departure~~Statements isand ~~not the result of any disagreement with the Company regarding the Company's operations, policies or practices.~~Exhibits

~~Appointment~~(d) ~~of Sanoke Viswanathan as Chief Executive Officer~~Exhibits

On June 3, 2025, the Company announced that the Board has appointed Sanoke Viswanathan as its next CEO, effective on September 1, 2025 or such other mutually agreed date (the "Start Date"). Mr. Viswanathan will also join as a member of the Board upon the Start Date.


Exhibit No.						Description
99.1						Press Release of FactSet Research Systems Inc., dated June 23, 2025, announcing its results for the three months ended May 31, 2025
104						Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Mr. Viswanathan, age 50, has served as the Chief Executive Officer of International Consumer and Wealth of JPMorgan Chase & Co. ("JPMorgan") since June, 2024 and as a member of JPMorgan's Operating Committee since February, 2021. Previously, he served as the Chief Strategy and Growth Officer of JPMorgan, and prior to that, he was the Chief Administrative Officer of JPMorgan's Corporate and Investment Bank. He started his career at JPMorgan in 2010 as head of Corporate Strategy. Prior to joining JPMorgan, Mr. Viswanathan was a partner at McKinsey & Co, and co-head of their Global Corporate and Investment Banking practice. Mr. Viswanathan holds a Post-Graduate Diploma in Management from the Indian Institute of Management, Ahmedabad, and a Bachelors in Mechanical Engineering from the Indian Institute of Technology, Chennai.SIGNATURES

~~In connection with his appointment, Mr. Viswanathan and the Company entered into an Employment Agreement, dated May 28, 2025 (the "Employment Agreement").~~ Pursuant to the ~~Employment~~requirements ~~Agreement, Mr. Viswanathan will be paid an annual base salary~~ of $1,000,000 and he will be eligible to earn an annual target cash bonus equal to 200% of his base salary ("Target Bonus"). Beginning with fiscal year 2028, Mr. Viswanathan will be eligible to receive an annual equity award with a target grant date value of $11,000,000, with the ~~form~~Securities ~~of award(s)~~Exchange ~~determined~~Act ~~by the Board. For fiscal year 2026 and fiscal year 2027, Mr. Viswanathan’s annual equity award will be granted in the fall~~ of ~~2025 as a one-time award of performance-vesting stock options with a grant date value of $22~~1934,~~000,000~~ (the ~~"FY~~ ~~2026~~Registrant ~~Option~~has ~~Award").~~duly ~~Mr.~~caused ~~Viswanathan~~this ~~will~~report ~~not be eligible~~ to receive any additional equity awards for fiscal year 2027. The FY 2026 Option Award will vest, subject to continued service, if, during the performance period ending on the fifth anniversary of the grant date, the Company's common stock achieves a 30-day trailing volume-weighted average price ("VWAP") equal to or greater than 150% of the 30-day trailing VWAP ending on the grant date, and upon a change of control of the Company, the award will be ~~determined~~signed ~~whether to have been earned or forfeited based~~ on the consideration paid per share to shareholders in the change of control. Once vested, the FY 2026 Option will not be exercisable prior to the third anniversary of the grant date. If the FY 2026 Option Award is unvested at the time of any termination of employment it will forfeit in its ~~entirety, except~~behalf ~~for a termination of employment~~ by the ~~Company without cause or by Mr. Viswanathan for good reason (each~~undersigned, ahereunto ~~"Qualifying Termination")~~duly ~~or as a result of Mr~~authorized. ~~Viswanathan’s death or disability, in which case the award would remain outstanding and eligible to vest for three months, and if vested will be exercisable for one year.~~

In connection with Mr. Viswanathan's departure from JPMorgan, it is anticipated that he will forfeit his outstanding incentive awards. In consideration of these forfeitures, Mr. Viswanathan will receive a make-whole award in the form of a $13,000,000 cash payment, $10,000,000 of which is subject to repayment if he resigns from employment with the Company without good reason or is terminated for cause prior to the one year anniversary of his Start Date, and one-time equity awards consisting of $26,000,000 in restricted stock units ("RSUs") that vest 25% per year over four years and $10,000,000 in performance-based restricted stock units ("PSUs") that may be earned over a three-year performance period.

FACTSET RESEARCH SYSTEMS INC.

(Registrant)

June 23, 2025

By:

/s/ HELEN L. SHAN

Helen L. Shan
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)

The Employment Agreement provides Mr. Viswanathan with certain protections on a Qualifying Termination (including a Qualifying Termination occurring within two years after a change of control), subject to his execution of a release of claims in certain circumstances and his compliance with post-termination restrictive covenants, which are equivalent to the benefits provided to other executive officers of the Company under the Company's Executive Severance Plan and the form equity award filed as Exhibit 10.8 to the Company's most recent annual report on Form 10-K ("Form Equity Award"), provided that vested stock options would be exercisable for one year and a Qualifying Termination includes a resignation for good reason prior to or more than two years after a change of control. In addition, upon a Qualifying Termination or termination of employment due to Mr. Viswanathan’s death or disability, the make-whole RSUs would fully vest and the make-whole PSUs would remain outstanding and subject to performance (or, upon a Qualifying Termination occurring within two years after with a change of control, the make-whole PSUs would vest at the target level).

The foregoing summary of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Employment Agreement, which will be filed with our Quarterly Report on Form 10-Q for the quarter ending May 31, 2025 and is incorporated by reference into this Item 5.02.

There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Viswanathan and any of Company’s executive officers, directors or persons nominated or chosen to become a director or executive officer. Mr. Viswanathan has not engaged in any transaction with the Company during the last fiscal year, and does not propose to engage in any transaction, that would be reportable under Item 404(a) of Regulation S-K.

A copy of the press release announcing Mr. Snow's retirement and Mr. Viswanathan's appointment is included as an exhibit to this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Press Release
104		Cover page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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.

	FACTSET RESEARCH SYSTEMS INC. (Registrant)
June 3, 2025	By:	/s/ HELEN L. SHAN
		Helen L. Shan Executive Vice President, Chief Financial Officer (Principal Financial Officer)

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