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 ~~April 8~~28, 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 ~~Written communications pursuant to Rule 425 under~~ the ~~Securities~~appropriate ~~Act~~box ~~(17~~below ~~CFR~~if ~~230.425) ☐ Soliciting material pursuant to Rule 14a-12 under~~ the ~~Exchange~~Form ~~Act (17 CFR 240.14a~~8-~~12)~~K ☐filing ~~Pre-commencement~~is ~~communications pursuant~~ intended to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~ the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14d-2(b))~~registrant ☐under ~~Pre-commencement~~any ~~communications~~of ~~pursuant to Rule 13e-4(c) under~~ the ~~Exchange~~following ~~Act (17 CFR 240.13e-4(c))~~provisions:

¨	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 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

OnRetirement ~~April~~of ~~8, 2025, FactSet Research Systems Inc~~F. ~~(the~~Philip ~~"Company")~~Snow ~~entered~~as ~~into~~Chief aExecutive Officer ~~credit agreement (the “Credit Agreement”), among the Company, the borrowing subsidiaries from time to time party thereto, the lenders from time to time party thereto,~~ and ~~PNC Bank, National Association,~~ as ~~the administrative agent. The Credit Agreement provides for (~~a) a senior unsecured term loan credit facility in an aggregate committed amount of $500,000,000 (the “Term Facility”), available in US dollars, and (b) a senior unsecured revolving credit facility in an aggregate principal amount of $1,000,000,000 (the “Revolving Facility” and, together with the Term Facility, the “Credit Facilities”), available in US dollars, Sterling and Euro. The Term Facility matures on April 8, 2028, and the Revolving Facility matures on April 8, 2030. Up to $100,000,000 of the Revolving Facility is available in the form of letters of credit and up to $100,000,000 of the Revolving Facility is available in the form of swingline loans, in each case in US dollars. The Company may seek additional commitments under the Credit Agreement in the form of additional term loans or increased commitments under the Revolving Facility from lenders or other financial institutions up to an aggregate principal amount of $1,000,000,000.Director

On ~~April~~June 83, 2025, FactSet Research Systems Inc. (the "Company") ~~borrowed~~announced ~~$500~~that F. Philip Snow,~~000~~ currently the Chief Executive Officer ("CEO") of the Company and a member of the board of directors of the Company (the "Board"),~~000~~ ~~under~~notified the ~~Term~~Company ~~Facility~~on May 28, ~~which~~2025 ~~was~~of ~~used~~his ~~primarily~~intention to ~~repay~~retire as ~~borrowings~~the ~~under~~Company’s CEO and as a member of the ~~2022~~Board, ~~Credit~~effective ~~Agreement~~upon (the date his successor, Sanoke Viswanathan, starts employment with the Company as ~~defined~~described below). Mr. Snow will remain an employee of the Company and serve as a special advisor to the Board and Mr. Viswanathan assisting in the management transition through November 15, 2025 or such later date as mutually agreed. During the transition period, Mr. Snow will continue to receive his base salary and continue to receive his current employee benefits.

~~Loans~~Mr. ~~under~~Snow's ~~the~~departure ~~Credit~~is ~~Facilities~~not ~~will bear interest, at~~ the ~~option~~result of ~~the~~any disagreement Company, (a) in the case of loans denominated in US dollars, at either Term SOFR (which reflects a 10 basis point credit spread adjustment) or the Alternate Base Rate, (b) in the case of loans denominated in Sterling, at Daily Simple SONIA or (c) in the case of loans denominated in Euro, at EURIBOR, in each case with ~~such benchmark as determined in~~ the ~~Credit~~Company ~~Agreement,~~regarding ~~plus a per annum interest rate margin that fluctuates (a) in~~ the case of loans priced at Term SOFR, Daily Simple SONIA or EURIBOR, between 0.875% and 1.625% and (b) in the case of loans priced at the Alternate Base Rate, between 0% and 0.625%, in each case based upon the Company’'s ~~senior~~operations, ~~unsecured,~~policies ~~non-credit enhanced long-term debt rating (~~or, ~~if unavailable, corporate rating) by S&P Global Ratings, Moody’s Ratings and Fitch Ratings, Inc~~practices. or the Company’s Leverage Ratio (as defined in the Credit Agreement) (whichever yields a lower applicable interest rate margin) at such time. The Company will also pay a commitment fee under the Revolving Facility that will fluctuate between 0.10% per annum and 0.25% per annum on the daily unused amount of the Revolving Facility.

~~Loans~~Appointment ~~under the Term Facility are subject to scheduled amortization payments in an aggregate annual amount equal to 5.0%~~ of ~~the~~Sanoke ~~original~~Viswanathan ~~principal~~as ~~amount~~Chief Executive ~~thereof. The Credit Facilities are not otherwise subject to any mandatory prepayments. The Company may voluntarily prepay loans under the Credit Facilities at any time without premium or penalty.~~Officer

~~The~~On ~~Credit~~June ~~Agreement~~3, ~~contains~~2025, ~~usual~~the ~~and~~Company ~~customary~~announced ~~affirmative~~that ~~covenants~~the Board ~~and~~has ~~negative~~appointed ~~covenants~~Sanoke ~~for~~Viswanathan ~~facilities~~as ofits ~~this~~next ~~type.~~CEO, ~~The~~effective ~~Credit~~on ~~Agreement~~September ~~contains~~1, a2025 ~~financial~~or ~~covenant~~such ~~requiring~~other ~~maintenance~~mutually ofagreed adate ~~Leverage Ratio~~ (~~as defined in~~ the ~~Credit Agreement~~"Start Date"). noMr. ~~greater~~Viswanathan ~~than~~will ~~3.75~~also tojoin ~~1.00~~ as ofa ~~the~~member ~~last day~~ of ~~each~~the ~~fiscal~~Board ~~quarter~~upon ~~(subject~~the toStart ~~an increase to 4~~Date.~~25 to 1.00 for five consecutive fiscal quarters in connection with certain material acquisitions).~~

~~The~~Mr. ~~Credit~~Viswanathan, ~~Agreement~~age ~~contains~~50, ~~usual~~has ~~and~~served ~~customary~~as ~~event~~the Chief Executive Officer of ~~default~~International ~~provisions~~Consumer ~~for~~and ~~facilities~~Wealth of ~~this~~JPMorgan ~~type~~Chase & Co. If("JPMorgan") ansince ~~event~~June, 2024 and as a member of ~~default~~JPMorgan's ~~occurs~~Operating ~~under~~Committee since February, 2021. Previously, he served as the ~~Credit~~Chief ~~Agreement~~Strategy and Growth Officer of JPMorgan, and prior to that, he was the ~~lenders~~Chief ~~may~~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, ~~among~~Mr. ~~other~~Viswanathan ~~things~~was a partner at McKinsey & Co, ~~terminate~~and co-head of their ~~commitments~~Global Corporate and ~~declare~~Investment ~~all~~Banking ~~outstanding~~practice. ~~borrowings~~Mr. ~~immediately~~Viswanathan ~~due~~holds a Post-Graduate Diploma in Management from the Indian Institute of Management, Ahmedabad, and ~~payable~~a Bachelors in Mechanical Engineering from the Indian Institute of Technology, Chennai.

~~The~~In ~~foregoing~~connection ~~summary~~with ofhis appointment, Mr. Viswanathan and the ~~Credit~~Company entered into an Employment Agreement, ~~does~~dated ~~not~~May ~~purport~~28, 2025 (the "Employment Agreement"). Pursuant to the Employment Agreement, Mr. Viswanathan will be ~~complete~~paid an annual base salary of $1,000,000 and ishe ~~subject~~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 of award(s) determined by the Board. For fiscal year 2026 and ~~qualified~~fiscal year 2027, Mr. Viswanathan’s annual equity award will be granted in ~~its~~the ~~entirety~~fall byof 2025 as a one-time award of performance-vesting stock options with a grant date value of $22,000,000 (the "FY ~~full~~2026 ~~text~~Option Award"). Mr. Viswanathan will 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 ~~Credit~~grant ~~Agreement~~date, ~~which~~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 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 ~~attached~~unvested ~~hereto~~at the time of any termination of employment it will forfeit in its entirety, except for a termination of employment by the Company without cause or by Mr. Viswanathan for good reason (each, a "Qualifying Termination") or as ~~Exhibit~~a 1result of Mr.1 Viswanathan’s death or disability, in which case the award would remain outstanding and iseligible ~~incorporated~~to ~~herein~~vest byfor ~~reference~~three months, and if vested will be exercisable for one year.

~~Item~~In 1connection with Mr.02 ~~Termination~~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 ~~Material~~make-whole ~~Definitive~~award ~~Agreement~~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.

OnThe ~~April~~Employment 8,Agreement ~~2025,~~provides inMr. ~~connection~~ Viswanathan with ~~the~~certain ~~entry~~protections ~~into~~on ~~the~~a ~~Credit~~Qualifying ~~Agreement~~Termination ~~described~~(including ~~above~~a Qualifying Termination occurring within two years after a change of control), ~~the~~subject ~~Company~~to ~~repaid~~his inexecution ~~full~~of ~~all~~a ~~indebtedness~~release ~~and~~of ~~other~~claims ~~obligations~~in ~~outstanding~~certain ~~under,~~circumstances and ~~terminated~~his compliance with post-termination restrictive covenants, which are equivalent to the ~~Credit~~benefits ~~Agreement~~provided ~~dated~~to asother executive officers of ~~March~~the 1,Company ~~2022,~~under asthe ~~amended~~Company's (Executive Severance Plan and the ~~“2022~~form ~~Credit~~equity ~~Agreement”),~~award ~~among~~filed as Exhibit 10.8 to the Company's most recent annual report on Form 10-K ("Form Equity Award"), provided ~~the~~that ~~borrowing~~vested ~~subsidiaries~~stock ~~from~~options ~~time~~would be exercisable for one year and a Qualifying Termination includes a resignation for good reason prior to ~~time~~or ~~party~~more ~~thereto~~than two years after a change of control. In addition, ~~the~~upon ~~lenders~~a ~~from~~Qualifying ~~time~~Termination or termination of employment due to ~~time~~Mr. ~~party~~Viswanathan’s ~~thereto~~death or disability, the make-whole RSUs would fully vest and ~~PNC~~the ~~Bank~~make-whole PSUs would remain outstanding and subject to performance (or, ~~National~~upon ~~Association~~a Qualifying Termination occurring within two years after with a change of control, asthe make-whole PSUs would vest at the ~~administrative~~target ~~agent~~level).

~~Item~~The ~~2.03~~foregoing ~~Creation~~summary of athe ~~Direct~~Employment ~~Financial~~Agreement does ~~Obligation~~not orpurport anto ~~Obligation~~be ~~under~~complete anand ~~Off-Balance~~is ~~Sheet~~subject ~~Arrangement~~to, and qualified in its entirety by reference to the full text of athe ~~Registrant~~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.

~~The~~There ~~information~~are ~~disclosed~~no family relationships, as defined in ~~this~~Item ~~Current~~401 ~~Report~~of ~~under~~Regulation ~~Item~~S-K, 1between Mr.01 isViswanathan ~~incorporated~~and ~~into~~any ~~this~~of ~~Item~~Company’s 2executive officers, directors or persons nominated or chosen to become a director or executive officer.03 byMr. ~~reference~~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.

~~Item~~A ~~9.01~~copy ~~Financial~~of ~~Statements~~the press release announcing Mr. Snow's retirement and ~~Exhibits~~Mr. Viswanathan's appointment is included as an exhibit to this report.

~~(d)~~Item 9.01 Financial Statements and Exhibits

Exhibit No.						Description
1.1						Credit Agreement dated April 8, 2025, among the Company, the borrowing subsidiaries from time to time party thereto, the lenders from time to time party thereto, and PNC Bank, National Association, as the administrative agent*
104						Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(d) Exhibits

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. FactSet Research Systems Inc. agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

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~~registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

FACTSET RESEARCH SYSTEMS INC.(Registrant)

FACTSET RESEARCH SYSTEMS INC. (Registrant)

April 8, 2025

By:

/s/ HELEN L. SHAN

June 3, 2025

By:

/s/ HELEN L. SHAN

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

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

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