DEF 14A of Moodys Corp /De/, Mar 4, 2026

DEF 14A of Moodys Corp /De/

Filed Mar 4, 2026 · FY20250001059556-26-000019

Open on EDGAR

  1. TABLE OF CONTENTS

    | NON-QUALIFIED DEFERRED COMPENSATION TABLE | 67 | | MOODY’S CORPORATION DEFERRED COMPENSATION PLAN | 67 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 68 | | MOODY’S CORPORATION CAREER TRANSITION PLAN | 68 | | MOODY’S CORPORATION CHANGE IN CONTROL SEVERANCE PLAN | 69 | | OTHER POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT | 70 | | CEO PAY RATIO | 73 | | PAY VERSUS PERFORMANCE | 74 | | INFORMATION ABOUT THE ANNUAL MEETING, PROXY VOTING AND OTHER INFORMATION | 78 | | OTHER BUSINESS | 81 | | FORWARD-LOOKING STATEMENTS | 81 | | STOCKHOLDER PROPOSALS FOR 2027 ANNUAL MEETING | 81 |

  2. CORPORATE GOVERNANCE HIGHLIGHTS

    CORPORATE GOVERNANCE HIGHLIGHTS

  3. CORPORATE GOVERNANCE HIGHLIGHTS

    | Board Independence | | | | Nine of the ten Board nominees are independent | | | Fully independent Audit, Governance & Nominating, and Compensation & Human Resources Committees | | | Regular executive sessions of independent directors | | Executive Compensation Governance Practices | | | | Robust stock ownership guidelines, with retention requirements, for directors and executive officers | | | Comprehensive clawback policy, applicable to all cash incentive and both time- and performance-based equity-based awards | | | Minimum one-year vesting period generally applicable to incentive equity awards | | | Anti-hedging and anti-pledging policy | | Other Board Practices | | | | All directors elected annually by majority vote (in uncontested elections) | | | Annual evaluations of the Board, committees and individual directors | | | Board composition reflects an array of backgrounds and experiences and includes a range of tenures to balance fresh perspectives with in-depth knowledge about the Company |

  4. CORPORATE GOVERNANCE HIGHLIGHTS

    | Moody’s Corporation | 3 | 2026 Proxy Statement |

  5. CORPORATE GOVERNANCE HIGHLIGHTS

    | | | Committees of the Board | | | | | Director Nominee | Independent | Audit | Governance & Nominating | Compensation & Human Resources | Executive | | Jorge A. Bermudez Retired Chief Risk Officer, Citigroup, Inc. | | l | ¡ | | ¡ | | Sumit Dhawan* Chief Executive Officer, Proofpoint, Inc. | | | ¡ | ¡ | | | Thérèse Esperdy** Retired Global Chairman of Financial Institutions Group, JPMorgan Chase & Co. | | | ¡ | l | ¡ | | Robert Fauber President and Chief Executive Officer, Moody’s Corporation | | | | | ¡ | | Vincent A. Forlenza Chairman of the Board, Moody’s Corporation Retired Chief Executive Officer, Becton, Dickinson and Company | | | ¡ | ¡ | l | | Jose M. Minaya Global Head, BNY Investments and Wealth | | ¡ | ¡ | | | | Lisa P. Sawicki*** Former Chair of the Global Board and Client Partner at PwC | | ¡ | ¡ | | | | Leslie F. Seidman Former Chairman, Financial Accounting Standards Board | | ¡ | l | | ¡ | | Zig Serafin Vice Chairman and Special Advisor, Qualtrics International Inc. | | | ¡ | ¡ | | | Bruce Van Saun Chairman and Chief Executive Officer, Citizens Financial Group, Inc. | | | ¡ | ¡ | | | Number of Committee Meetings in 2025 | | 9 | 6 | 5 | – |

  6. CORPORATE GOVERNANCE HIGHLIGHTS

    l: Chairman ¡: Member *Mr. Dhawan joined the Board’s Governance & Nominating and Compensation & Human Resources Committees effective July 16, 2025. **Ms Esperdy stepped down from the Board's Audit Committee and joined the Board's Compensation & Human Resources and Executive Committees effective August 20, 2025. Ms Esperdy also became Chairman of the Compensation & Human Resources Committee effective August 20, 2025. ***Ms Sawicki has been elected to join the Board, including the Audit and Governance & Nominating Committees, effective March 16, 2026.

  7. CORPORATE GOVERNANCE HIGHLIGHTS

    | Moody’s Corporation | 4 | 2026 Proxy Statement |

  8. DIRECTOR NOMINEE HIGHLIGHTS

    DIRECTOR NOMINEE HIGHLIGHTS The Company strives to maintain a Board that possesses a combination of skills, professional experience, and an array of backgrounds and a range of tenures necessary to effectively oversee the Company’s business. As part of the search process for each new director, the Governance & Nominating Committee strives to have a varied slate of candidates and encourages any search firm the Committee engages to do so as well, from which the Committee selects the most appropriate candidate taking into account consideration of the qualifications and skills addressed below under "Item 1 - Election of Directors; Qualifications and Skills of Directors." All of the directors currently serving, including Sumit Dhawan, who was elected director by the Board effective July 16, 2025, are standing for election at the Annual Meeting. In addition, Lisa Sawicki, who will join the Board effective March 16, 2026, is standing for election at the Annual Meeting. Information regarding the director nominees is provided below, including individualized information presented in the matrix below regarding their experiences, skills and background.

  9. DIRECTOR NOMINEE HIGHLIGHTS

    | Moody’s Corporation | 5 | 2026 Proxy Statement |

  10. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Our director compensation program is designed to compensate our non-employee directors fairly for work required for a company of our size and scope and to align their interests with the long-term interests of our stockholders. The Compensation & Human Resources Committee annually reviews the form and amount of the compensation of directors for service on the Board and its committees and recommends any changes to the Board. As part of its review for 2025, the Compensation & Human Resources Committee reviewed and considered data provided by Meridian regarding the form and amount of compensation paid to non-employee directors at the companies in Moody’s executive compensation peer group (as disclosed beginning on page 42 of this Proxy Statement). The comparative analysis included each element of the director pay program: the annual cash retainer, board and committee fees, and equity awards. Moody’s does not provide per-meeting fees or any non-chair committee member fees. As a result of this review, the Compensation & Human Resources Committee approved a $10,000 increase to the annual equity award to the Board members bringing the total to $220,000, except for the Chairman of the Board who continues to receive an additional equity award of $85,000, bringing his total equity award value to $305,000. In all other respects, the review showed that Moody’s director compensation generally is competitively positioned relative to the median of its peer group. In addition, like many of its peers, Moody’s directors are subject to stock holdings requirements (a multiple of the cash retainer), which are described below under "Stock Ownership Guidelines For Non-Employee Directors".

  11. COMPENSATION OF DIRECTORS

    | Moody’s Corporation | 21 | 2026 Proxy Statement |

  12. COMPENSATION OF DIRECTORS

    The following table sets forth, for the fiscal year ended December 31, 2025, the total compensation of the non-employee members of the Board. Mr. Fauber did not receive any additional compensation for serving as a Moody’s director in 2025. His compensation for services as Moody’s President and Chief Executive Officer during the year is reflected in the Summary Compensation Table on page 58 of this Proxy Statement.

  13. COMPENSATION OF DIRECTORS

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | All Other Compensation ($) (3) | Total ($) | | Jorge A. Bermudez | 150,000 | 219,810 | — | 369,810 | | Sumit Dhawan (4) | 60,000 | 219,973 | — | 279,973 | | Thérèse Esperdy | 135,000 | 219,810 | — | 354,810 | | Vincent A. Forlenza | 185,000 | 305,207 | — | 490,207 | | Kathryn M. Hill (4)(5) | 60,000 | 410,192 | — | 470,192 | | Lloyd W. Howell, Jr. (4) | 112,500 | 219,810 | — | 332,310 | | Jose M. Minaya | 120,000 | 219,810 | — | 339,810 | | Leslie F. Seidman | 150,000 | 219,810 | — | 369,810 | | Zig Serafin | 120,000 | 219,810 | — | 339,810 | | Bruce Van Saun | 120,000 | 219,810 | — | 339,810 |

  14. COMPENSATION OF DIRECTORS

    (1)The Company’s non-employee directors received an annual cash retainer of $120,000, payable in quarterly installments in 2025. The Chairmen of each of the Audit Committee, the Governance & Nominating Committee and the Compensation & Human Resources Committee received an additional annual cash fee of $30,000, also payable in quarterly installments and, for Ms Esperdy and Mr. Howell, prorated for their partial year of service as the Chairmen of the Compensation & Human Resources Committee. The Chairman of the Board received an additional annual cash fee of $65,000, payable in quarterly installments. There were no separate meeting fees paid in 2025. Fees paid to Ms Hill and Messrs. Howell and Dhawan were pro-rated for their partial year of service. A non-employee director may elect to defer receipt of all or a portion of his or her annual cash retainer until after termination of service on the Board. Deferred amounts are credited to a bookkeeping account and receive the rate of return earned by one or more investment options available under the Moody's Corporation Profit Participation Plan (the "Profit Participation Plan") as selected by the director. Unless otherwise elected by the director at the time of deferral, upon a change in control of the Company, a lump-sum payment will be made to each director of the amount credited to the director’s deferred account on the date of the change in control. (2)On February 21, 2025, all then non-employee directors, other than the Chairman of the Board, received a grant of approximately $220,000 worth of RSUs issued under the 1998 Moody’s Corporation Non-Employee Directors’ Stock Incentive Plan (the “1998 Directors Plan”) which was equal to 435 RSUs that vested in full one year following the grant date. Also on February 21, 2025, Mr. Forlenza received a grant of approximately $305,000 worth of RSUs issued under the 1998 Directors Plan that was equal to 604 RSUs and vested in full one year following the grant date. The Compensation & Human Resources Committee recommended these RSU grants on December 17, 2024, the Board approved them on December 17, 2024, and the grants were effective on February 21, 2025, the fifth trading day following the date of the public dissemination of the Company’s financial results for 2024. On July 30, 2025, shortly following his July 16, 2025 appointment, Mr. Dhawan received a grant of approximately $220,000 worth of RSUs issued under the 1998 Directors Plan that was equal to 427 RSUs and that vests in full one year following the grant date. In each case, the number of RSUs was determined based on the award value computed in accordance with applicable accounting guidance and SEC disclosure rules for equity-based awards. For additional information on how Moody’s accounts for equity-based compensation, see Note 14 to the financial statements as contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 18, 2026. A non-employee director may elect to defer settlement of the annual equity grant until after termination of service on the Board in a lump sum or five-to-ten year installments. Upon a change in control of the Company all unvested RSUs will vest and the shares underlying the RSUs will be issued in a lump sum distribution. Director RSUs accrue cash dividend equivalents that are paid if and when the underlying RSUs settle.

  15. COMPENSATION OF DIRECTORS

    | Moody’s Corporation | 22 | 2026 Proxy Statement |

  16. COMPENSATION OF DIRECTORS

    None of the individuals who served as a non-employee director of the Company during 2025 held any outstanding stock options as of December 31, 2025. The aggregate number of unvested stock awards outstanding, including the right to receive any accrued dividend equivalents on such awards, as of December 31, 2025 for each individual who served as a non-employee director of the Company during 2025 was as follows:

  17. COMPENSATION OF DIRECTORS

    | Name | Number of Shares of Unvested RSUs (#) | | Jorge A. Bermudez | 435 | | Sumit Dhawan | 427 | | Thérèse Esperdy (a) | 438 | | Vincent A. Forlenza (a) | 609 | | Kathryn M. Hill (b) | — | | Lloyd W. Howell, Jr. (a) | — | | Jose M. Minaya (a) | 438 | | Leslie F. Seidman (a) | 438 | | Zig Serafin | 435 | | Bruce Van Saun (a) | 438 |

  18. COMPENSATION OF DIRECTORS

    (a)Ms Esperdy, Mr. Forlenza, Mr. Howell, Mr. Minaya, Ms Seidman and Mr. Van Saun elected to defer their 2025 RSU awards, although Mr. Howell's grant was forfeited upon his resignation from the Board. Other than Mr. Howell, those directors accrue dividend equivalents throughout the year in connection with quarterly dividends. None of the other directors elected to defer any 2025 RSU awards and will receive the value of their dividend equivalents in cash. (b)Ms Hill did not stand for re-election at the Company’s 2025 annual meeting of stockholders and ceased to be a director on April 15, 2025. In recognition of Ms Hill's excellent service to the Board, the Compensation & Human Resources Committee approved accelerated vesting of her February 21, 2025 grant, effective as of her retirement from the Board on April 15, 2025. (3)Perquisites and other personal benefits provided to each individual who served as a non-employee director in 2025 were, in the aggregate, less than $10,000 per director. Each non-employee director is reimbursed for travel, meals and hotel expenses incurred in connection with attending meetings of the Board or its committees. For the meetings held at the Company’s executive offices, the Company pays for travel for each non-employee director, as well as for their accommodations, meals, Company-arranged activities and other incidental expenses. (4)Ms Hill did not stand for re-election at the Company’s 2025 annual meeting of stockholders and ceased to be a director on April 15, 2025, and Mr. Howell resigned from the Board effective July 18, 2025. Mr. Dhawan was appointed to the Board, effective July 16, 2025. (5)As permitted by the terms of the applicable grant agreement, the Board accelerated the vesting of unvested RSUs held by Ms Hill upon her retirement. The incremental fair value of outstanding RSUs of Ms Hill as of the modification date is included in the stock awards column in addition to the full grant date fair value of these awards as required by SEC disclosure rules. Ms Hill did not realize such reported value upon settlement of her awards.

  19. COMPENSATION OF DIRECTORS

    | Moody’s Corporation | 23 | 2026 Proxy Statement |

  20. ITEM 1—ELECTION OF DIRECTORS

    ITEM 1—ELECTION OF DIRECTORS

  21. ITEM 1—ELECTION OF DIRECTORS

    | What is being voted on | Election of ten director nominees to the Board. | | | Board Recommendation | | The Board of Directors recommends a vote FOR the election of each of the director nominees. |

  22. ITEM 1—ELECTION OF DIRECTORS

    The Board of Directors has nominated Jorge A. Bermudez, Sumit Dhawan, Thérèse Esperdy, Robert Fauber, Vincent A. Forlenza, Jose M. Minaya, Lisa P. Sawicki, Leslie F. Seidman, Zig Serafin and Bruce Van Saun, each for a one-year term expiring in 2027. If elected, the nominees will hold office until each of their terms expires and until a successor is elected and qualified. All of the nominees are currently members of the Board of Directors, except Ms. Sawicki, who has been elected to the Board effective March 16, 2026. All of the director nominees were previously elected by the stockholders with the exception of Mr. Dhawan and Ms Sawicki, who were both recommended by a third-party search firm and newly elected to join the Board effective July 16, 2025 and March 16, 2026, respectively. The Governance & Nominating Committee evaluates the qualifications and skills of other potential candidates in light of the Board’s current composition and consideration of the Company’s current and future business strategy and operations. The Company expects the nominees for election as director to be able to serve if elected. If a nominee is unable to serve, proxies may be voted for the election of such other person for director as the Board may recommend in the place of such nominee or just for the remaining nominees, leaving a vacancy. Alternatively, the Board may reduce the size of the Board.

  23. QUALIFICATIONS AND SKILLS OF DIRECTORS

    QUALIFICATIONS AND SKILLS OF DIRECTORS The Board believes that the Board, as a whole, should possess a combination of skills, professional experience and backgrounds necessary to oversee the Company’s business. In addition, the Board believes that there are certain attributes that every director should possess, as reflected in the Board’s membership criteria. Accordingly, the Board and the Governance & Nominating Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future business and operations. The Governance & Nominating Committee is responsible for developing and recommending Board membership criteria to the Board for approval. The criteria, which are set forth in the Company’s Corporate Governance Principles and the Governance & Nominating Committee Charter, include, among other things, the candidate’s: •business experience, •qualifications, attributes and skills relevant to the management and oversight of the Company’s business, •independence, •ability to represent diverse stockholder interests, •judgment and integrity, •ability to commit sufficient time and attention to Board activities and to satisfy the limitations on service on other corporate boards as set forth in the Company's Corporate Governance Principles, and •absence of potential conflicts or the appearance of conflicts with the Company’s business and interests. In addition, the Board and the Governance & Nominating Committee annually evaluate the composition of the Board to assess whether the skills, experience, characteristics and other criteria established by the Board are currently represented on the Board, and to assess the criteria that may be needed in the future, given the Company’s current situation and strategic plans. The Board and the Governance & Nominating Committee seek candidates with varied occupational and personal backgrounds on the Board in order to obtain a range of viewpoints and perspectives. As part of the search process for each new director, the Governance & Nominating Committee strives to have a varied slate of candidates and encourages any search firm the Committee engages to do so as well, from which the Committee selects the most appropriate candidate taking into account consideration of the candidates' qualifications and skills addressed above. The Committee also considers the special requirements of Moody’s

  24. QUALIFICATIONS AND SKILLS OF DIRECTORS

    | Moody’s Corporation | 25 | 2026 Proxy Statement |

  25. QUALIFICATIONS AND SKILLS OF DIRECTORS

    Ratings and its role in the securities markets. As an example, the Committee has not sought out individuals who by profession actively manage securities portfolios as the Committee determined that such individuals could encounter conflicts of interests or give rise to the appearance of conflicts. This annual evaluation of the Board’s composition enables the Board and the Governance & Nominating Committee to update the skills and experience they seek in the Board as a whole, and in individual directors, as the Company’s needs evolve and change over time, and to assess how the composition of our workforce allows us to benefit from diverse viewpoints and backgrounds. In identifying director candidates from time to time, the Board and the Governance & Nominating Committee may identify specific skills and experience that they believe the Company should seek in order to constitute a balanced and effective board. Recent search for potential Board candidates has focused on candidates with data, technology and cyber-related background. In addition to having varied backgrounds represented, the Board believes it is important to have a range of tenures represented on the Board. The Company’s director nominees have varied tenure that the Board believes facilitates and ensures effective oversight by balancing fresh perspectives and in-depth experience and knowledge about the Company. In considering and nominating directors for election to the Board, the Board and the Governance & Nominating Committee have considered a variety of factors. These include the nominee’s independence, financial literacy, personal and professional accomplishments, experience in light of the needs of the Company and, for incumbent directors, past performance on the Board. In 2025, the Board retained a third-party search firm to assist the Governance & Nominating Committee with respect to director succession planning. With respect to the Company’s director nominees standing for election, their biographies as of the date of this Proxy Statement as well as their qualifications, expertise and experience that support their service on the Board are set forth below. The Board of Directors recommends a vote FOR the election as directors of each of the nominees listed below.

  26. QUALIFICATIONS AND SKILLS OF DIRECTORS

    | Moody’s Corporation | 26 | 2026 Proxy Statement |

  27. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  28. DIRECTOR NOMINEES

    | | | Qualifications and Expertise Provided to Our Board •Significant experience in the global financial services sector, bringing a deep understanding of credit risk and years of financial expertise, as well as risk management experience. •Industry knowledge from time as the head of risk for a major global financial institution, including involvement in the debt restructuring of various sovereigns. •Familiarity with the demands of a global, regulated business, with both senior management and board experience. Professional Experience •Chief Risk Officer of Citigroup Inc. (2007-2008) following on from various senior positions in Citigroup’s business in the United States and Latin America (beginning in 1975) •Chairman of the Smart Grid Center Advisory Board at Texas A&M University (since January 2020) Other Company Directorships / Trusteeships Public •AB Mutual Funds (since 2020) •Citibank N.A. (2005-2008) Private •Bretton Woods Committee (since 2022) •American Institute of Architects (2015) •Texas A&M Foundation Board of Trustees (2014-2021) •Electric Reliability Council of Texas (2010 to 2016) •Federal Reserve Bank of Dallas (2009-2017) •Community Foundation of Brazos Valley (since 2008) Education •Master of Agriculture, Texas A&M University 1974 •B.S. in Agricultural Economics, Texas A&M University 1973 | | | JORGE A. BERMUDEZ Director and Audit Committee Chairman Age: 74 Director Since: April 2011 Committees: •Audit •Executive •Governance & Nominating | |

  29. DIRECTOR NOMINEES

    | | | Qualifications and Expertise Provided to Our Board •Over 25 years of experience building and leading security, cloud and end-user computing businesses. •Significant experience in developing and executing corporate strategy in the technology sector, including leading go-to-market functions such as worldwide sales, customer success and experience, strategic ecosystem, industry solutions, marketing and communications. •Strong familiarity with the demands of a global high-tech work force and business. Professional Experience •Chief Executive Officer of Proofpoint, Inc., an enterprise cybersecurity company (since 2023) •President of VMware, Inc., a cloud computing and virtualization technology company (2021-2023), following on from various roles at VMWare, including Chief Customer Experience Officer (2020-2021) •Senior executive and general management roles at Instart, a cybersecurity business delivering innovations in web application performance and security services, and Citrix Other Company Directorships / Trusteeships Public •N/A Private •Proofpoint, Inc. (since 2023) Education •M.B.A., Warrington College of Business, University of Florida •M.S. in Computer Science, University of Minnesota •B.S. in Computer Science, Indian Institute of Technology (IIT) | | | SUMIT DHAWAN Director Age: 51 Director Since: July 2025 Committees: •Compensation & Human Resources •Governance & Nominating | |

  30. DIRECTOR NOMINEES

    | Moody’s Corporation | 27 | 2026 Proxy Statement |

  31. DIRECTOR NOMINEES

    | | | Qualifications and Expertise Provided to Our Board •Extensive experience in global investment banking and financial markets, providing strategic and financial expertise critical to overseeing the Company’s strategies, and insights into the Company’s key customer segments. •Expertise gained from leading a division of a major international bank, as well as the capital markets business specifically, through challenging financial climates. •Leadership and service on other public company boards provides insight and perspective in varied areas, enhancing the Board’s ability to oversee the Company’s global operations and effectively manage risk. Professional Experience •Global Chairman of the Financial Institutions Group of JPMorgan Chase & Co. (2014-2015) •Several senior management positions in banking and capital markets with JPMorgan Chase & Co. (1997-2014) and at Lehman Brothers (1989-1997) Other Company Directorships / Trusteeships Public •Imperial Brands PLC (Since 2016) •Smith+Nephew PLC (Since December 2025) •National Grid plc (2014-2023) Private •N/A Education •MPPM, Yale University, 1989 •B.A., Chestnut Hill College, 1983 | | | THÉRÈSE ESPERDY Director and Chairman of the Compensation & Human Resources Committee Age: 65 Director Since: March 2019 Committees: •Compensation & Human Resources •Executive •Governance & Nominating | |

  32. DIRECTOR NOMINEES

    | | | Qualifications and Expertise Provided to Our Board •Extensive knowledge of the Company’s strategy and operations from his role as Chief Executive Officer and other senior leadership positions with Moody’s and Moody's Ratings, including as President of Moody's Ratings, Moody’s Chief Operating Officer, and as head of the Company’s strategy and corporate development functions. •Deep understanding of the day-to-day operations of the Company and the real-time challenges that arise, including with respect to risk, regulatory supervision, emerging technologies and workforce matters. •Experience in a variety of product and strategy spaces in the financial services industry, including investment banking, corporate strategy and alternative investments. Professional Experience •Chief Executive Officer of Moody’s since 2021, and Chief Operating Officer from 2019-2021 •Various senior leadership positions with Moody’s and Moody's Ratings from 2005-2019, including as President of Moody's Ratings •Various roles at Citibank and NationsBank (now Bank of America) Other Company Directorships / Trusteeships Public •N/A Private •Board of College Foundation for the University of Virginia (2023-2025) Education •MBA, Cornell University, 1999 •B.A. in Economics, University of Virginia, 1992 | | | ROBERT FAUBER President, Chief Executive Officer and Director Age: 55 Director Since: October 2020 Committees: •Executive | |

  33. DIRECTOR NOMINEES

    | Moody’s Corporation | 28 | 2026 Proxy Statement |

  34. DIRECTOR NOMINEES

    | | | Qualifications and Expertise Provided to Our Board •Decades-long experience in various roles, including as chief executive officer, of a public, global medical technology company. •Familiarity with leading a large global business in a regulated industry, including in the context of large M&A transactions, and with expertise in strategic planning, business development and new product development. Experienced in leading major corporate transformations in response to changes in technology and customer markets. •Corporate governance expertise derived from prior board experience. Professional Experience •Chief Executive Officer of Becton, Dickinson & Company, global medical technology company (“BD”) (Director, 2011-2021; Chairman of the Board, 2012-2021) •Chief Operating Officer of BD and various other capacities, including strategic planning, business development, research and development and general management of segments and overseas departments (1980-2011) Other Company Directorships / Trusteeships Public •Becton, Dickinson & Company (2011-2021) Private •MNHI (since 2022) •HealthQuest Capital Management Co. LLC (since 2021) •MaraBio Systems Inc. (since 2021; Chair since 2024) •Board of Trustees of Lehigh University (since 2020, 2011-2017) •Trustee of The Valley Health System (2003-2025) •Acuitive Technologies (since 2023) Education •MBA, University of Pennsylvania 1980 •B.S. in Chemical Engineering, Lehigh University, 1975 | | | VINCENT A. FORLENZA Chairman of the Board and Chairman of the Executive Committee Age: 72 Director Since: April 2018 Committees: •Compensation & Human Resources •Executive •Governance & Nominating | |

  35. DIRECTOR NOMINEES

    | | | Qualifications and Expertise Provided to Our Board •Significant experience in the field of asset management, bringing a unique perspective to the Board on an important customer segment for the Company. •Various leadership roles provide valuable senior management experience and financial expertise. •Familiarity with the management of a business that covers a broad range of sectors, previously setting strategy and developing investment capabilities across multiple asset classes including real estate, agriculture, timber, infrastructure, energy, private capital and alternative credit strategies. Professional Experience •Bank of New York Mellon Corporation, an international financial services company ("BNY"), Global Head and BNY Investments and Wealth, and a member of the BNY Executive Committee (since 2024) •Chief Executive Officer of Nuveen, a global investment manager (2020-2024) •Chief Investment Officer and President of Nuveen (2017-2020) •Lead Global Real Assets Division, and various other roles at TIAA (2004 to 2017) Other Company Directorships / Trusteeships Public •N/A Private •Investment Company Institute •National Forest Foundation •Robert Toigo Foundation •Investment Committee of the Board of Regents of the Smithsonian Institute •Board of Advisors of the Tuck School of Business, Dartmouth College Education •MBA, Dartmouth College •B.S. in Finance, Manhattan College | | | JOSE M. MINAYA Director Age: 54 Director Since: October 2022 Committees: •Audit •Governance & Nominating | |

  36. DIRECTOR NOMINEES

    | Moody’s Corporation | 29 | 2026 Proxy Statement |

  37. DIRECTOR NOMINEES

    | | | Qualifications and Expertise Provided to Our Board •Extensive experience in global governance and client engagement from roles covering areas such as oversight of strategic initiatives and governance frameworks at PricewaterhouseCoopers LLP ("PwC"), a private professional services firm. •Deep knowledge of assurance and advisory services for financial institutions. •Over three decades of experience as a CPA in the professional services industry. Professional Experience •Chair of the Global Board and Client Partner at PwC (2021-2025), and several leadership roles within PwC, including Lead Client Partner, Financial Services (2003-2024) •Earlier roles with PwC, including Financial Services Assurance Leader, New York (2015-2017), and Assurance Diversity Leader (2012-2015), Financial Services Assurance Leader, Carolinas (2009-2012), and Partner (beginning in 2003) after joining in 1989 Other Company Directorships / Trusteeships Public •N/A Private •N/A Education •B.S. in Accounting, New York University | | | LISA P. SAWICKI Director Age: 58 Director Since: March 2026 Committees: •Audit •Governance & Nominating | |

  38. DIRECTOR NOMINEES

    | | | Qualifications and Expertise Provided to Our Board •Financial and regulatory expertise from a career of over 30 years as a CPA, serving as the Chairman of the Financial Accounting Standards Board, executive at a major bank and auditor for a major accounting firm, with significant knowledge of global accounting and financial reporting matters in addition to regulatory and senior management experience. •Additional capital markets and regulatory experience from serving as a Public Governor of the Financial Industry Regulatory Authority. •Strong governance expertise from service on other large, complex public company boards involving M&A transactions, corporate restructurings, succession planning, technology transformations, and enterprise risk management. •Certifications in Cybersecurity oversight (2018) and ESG oversight (2021). Professional Experience •Member of the Financial Accounting Standards Board (2003-2013) and Public Governor of the Financial Industry Regulatory Authority (2014-2019) •Founder and managing member of a financial reporting consulting firm (1999-2003) •Member, FASB staff in various roles, including Assistant Director of Technical Activities (1996-1999) •Vice President, Accounting Policy and other roles at J.P. Morgan & Company, Inc. (now JPMorgan Chase) (1987-1996) and an auditor at Arthur Young & Co. (now EY) (1984-1987) Other Company Directorships / Trusteeships Public •Janus Henderson Group plc (since 2023) •General Electric (2018-2023) Private •Financial Industry Regulatory Authority (FINRA), Public Governor (2014-2019) •Board of Trustees of Colgate University (2024-present) Education •M.S. in Accounting, New York University, 1985 •B.A. in English, Colgate University, 1984 | | | LESLIE F. SEIDMAN Director and Chairman of the Governance & Nominating Committee Age: 63 Director Since: December 2013 Committees: •Audit •Executive •Governance & Nominating | |

  39. DIRECTOR NOMINEES

    | Moody’s Corporation | 30 | 2026 Proxy Statement |

  40. DIRECTOR NOMINEES

    | | | Qualifications and Expertise Provided to Our Board •Extensive digital and technology expertise and executive management experience in the technology sector. •Substantive expertise extending to enterprise collaboration services, artificial intelligence and user experience. •Experience serving on another public company’s board of directors. Professional Experience •Vice Chairman and Special Advisor (since 2025), Chief Executive Officer (2020-2025), and President and Chief Operating Officer of Qualtrics, an experience management software provider (2016-2020) •Corporate Vice President of Microsoft (2009-2016) •General Manager at Tellme Networks, Inc. (2009-2012), following acquisition by Microsoft Other Company Directorships / Trusteeships Public •Qualtrics International Inc. (2020-2023) Private •Qualtrics International Inc. (since 2023), Vice Chairman (since 2025) Education •B.S., Brigham Young University | | | ZIG SERAFIN Director Age: 52 Director Since: July 2021 Committees: •Compensation & Human Resources •Governance & Nominating | |

  41. DIRECTOR NOMINEES

    | | | Qualifications and Expertise Provided to Our Board •Extensive executive, management and board experience across a number of global banks and financial services companies. •Financial and strategic expertise, management experience and experience managing a business in a highly regulated industry both in the U.S. and in Europe. •History of senior experience through significant strategic transactions, including an initial public offering and a major strategic transformation of a bank. Professional Experience •Chairman and Chief Executive Officer of Citizens Financial Group, Inc., a large regional bank (since 2013) •Group Finance Director of The Royal Bank of Scotland Group plc (2009-2013) •Various senior positions with Bank of New York (later Bank of New York Mellon) (1998-2009), and various positions at Deutsche Bank, Wasserstein Perella Group and Kidder Peabody & Co. Other Company Directorships / Trusteeships Public •Citizens Financial Group, Inc. (since 2013) Private •The Clearing House Supervisory Board (Since 2013) •Bank Policy Institute (board member since 2025; rotating board member 2018-2024) •Board of the Federal Reserve Bank of Boston (2018-2022) Education •MBA in Finance, University of North Carolina, 1983 •B.S. in Business Administration, Bucknell University, 1979 | | | BRUCE VAN SAUN Director Age: 68 Director Since: March 2016 Committees: •Compensation & Human Resources •Governance & Nominating | |

  42. DIRECTOR NOMINEES

    | Moody’s Corporation | 31 | 2026 Proxy Statement |

  43. 2025 Compensation Program Highlights

    2025 Compensation Program Highlights These operational and financial performance achievements formed the basis for the Committee’s incentive compensation determinations. •For the NEOs, 2025 cash incentive award payouts ranged from 101% of target to 105% of target. This level of payout reflects Moody’s business performance and results outlined above. •The aggregate target value of the annual long-term incentive grants awarded to the NEO group in 2025 increased in the aggregate by approximately 16% from the target value of the annual 2024 awards (excluding the special 2024 Growth and Strategic Incentive Awards). These changes were intended to align NEO long-term incentive and target total compensation levels with market movements, while also recognizing Company and individual NEO performance. •The 2023-2025 performance shares granted for the performance share cycle ended December 31, 2025 were earned at 159% of target.

  44. 2025 Management Transitions

    2025 Management Transitions Mr. Tulenko resigned from his position as President of Moody's Analytics effective September 2, 2025. As a result of his age and years of service at the Company, Mr. Tulenko was entitled to retirement treatment under the Company's cash and equity incentive compensation plans, which included a pro rated annual cash incentive for 2025, which was paid based on the target amount, and continued vesting of a pro rata portion of his 2023 and 2024 performance share awards through the end of the relevant performance period, subject to discretion of the Compensation & Human Resources Committee to reduce such payouts. In addition, Mr. Tulenko had the unvested portion of his RSU awards granted prior to September 2, 2024 fully accelerated, continued to vest in his option awards granted prior to September 2, 2024 as if still employed by the Company, and retained the right to exercise vested options for an extended period following his retirement, as further described under "Potential Payments Upon Termination or Change in Control—Other Potential Payments Upon Termination of Employment—Stephen Tulenko."

  45. EXECUTIVE COMPENSATION GOVERNANCE HIGHLIGHTS

    | What We Do | | Balanced Mix of Equity Awards NEOs generally are granted a balanced mix of annual long-term equity awards split 20% in stock options, 20% in RSUs and 60% in performance shares. | | | | Long-Term Performance-Based Shares The Company grants performance share awards that vest after three years based on the attainment of a range of performance goals which for the 2025-2027 performance shares were comprised of earnings per share ("EPS") adjusted for certain non-recurring items as approved from time to time (“MCO EPS for Compensation Purposes”), ratings accuracy performance for MIS (“MIS Ratings Performance”), and cumulative revenue for MA ("MA Cumulative Revenue"). | | | | Minimum One-Year Vesting Period for Equity Awards The Company’s 2001 Key Employees’ Stock Incentive Plan, as amended (the “2001 Stock Incentive Plan”), imposes a minimum one-year vesting period for all equity awards granted under such plan, subject to certain limited exceptions. | | | | Clawback Policy The Company’s clawback policy goes beyond the minimum requirements of NYSE listing standards. The Company is obligated or, in some circumstances, has the right to require forfeiture of, or seek to recoup, all or any portion of the value of the proceeds from annual cash incentive awards, performance-based share awards and other equity awards in the case of (i) a material financial restatement (without regard to misconduct), (ii) a material restatement resulting from unlawful activity, fraud or other misconduct, or (iii) material financial harm to the Company resulting from unlawful activity, fraud or intentional or willful misconduct. | | | | Stock Ownership Guidelines The Company has robust stock ownership guidelines for certain members of senior management (including the NEOs) and non-employee directors, as well as a requirement that executives who are subject to the Company’s guidelines retain a significant percentage (75%) of the net shares received through equity awards until they satisfy ownership goals. | | | | Anti-Hedging and Anti-Pledging Policy The Company prohibits executive officers, directors and their family members from (i) making “short sales” of Moody’s securities; (ii) buying Moody's securities on margin; (iii) pledging Moody's securities as collateral for a loan; (iv) engaging in short-term or speculative transactions involving Moody’s securities; and (v) engaging in derivative transactions primarily including or referencing Moody's securities that hedge or offset, or are designed to hedge or offset, any decrease in value of Moody's securities. |

  46. EXECUTIVE COMPENSATION GOVERNANCE HIGHLIGHTS

    | What We Don't Do | | No Dividends on Unvested Equity No dividends or dividend equivalents accrue on unvested performance shares or unexercised options. In addition, dividend equivalents on RSUs are not paid unless and until the underlying RSU has vested. | | | | No Executive Employment Agreements The Company does not maintain employment agreements with its U.S. executives, including the NEOs. | | | | No Single-Trigger Payments upon a Change in Control The Company does not provide “single-trigger” cash payments that are prompted solely by a change in control, and unvested time-based RSUs granted to the Company’s executive officers do not provide for accelerated vesting or settlement solely upon a change in control when the surviving company assumes the equity awards. | | | | Limited Executive Perquisites The Company generally does not provide perquisites and personal benefits to the NEOs; in the limited circumstances when it does, they are typically aligned to promoting NEO safety, productivity and efficiency. | | | | No Tax Gross-Ups on Perquisites or Change in Control Payments The Company generally does not provide any tax gross-ups on perquisites or change in control payments to Moody’s executive officers, other than with respect to occasional de minimis items. The Company does, from time to time, provide tax equalization payments for foreign taxes incurred in connection with ex-US assignments or appointments. |

  47. PHILOSOPHY OF THE EXECUTIVE COMPENSATION PROGRAM

    PHILOSOPHY OF THE EXECUTIVE COMPENSATION PROGRAM Moody’s executive compensation program is designed to: •Link a substantial part of each executive’s realized compensation to the achievement of the Company’s financial and operational objectives and to the individual’s performance. •Align executives’ compensation with changes in the value of stockholders’ investments. •Provide a competitive total compensation package that will motivate the Company’s executives to perform at a superior level and assist in incentivizing and retaining the executives. When designing the total compensation package, we compare data to that of a group of select peer companies and the broader financial services industry, as discussed further in the “Peer and Market Review” section, below. We implement these pillars of our philosophy by: •awarding the NEOs annual cash incentive compensation that is based on the Company’s performance against financial objectives specified at the beginning of the performance year and an evaluation of individual, qualitative and largely operational (non-financial) accomplishments and performance during that year; •using Company performance as the primary factor in determining the annual cash incentive compensation payouts; •establishing the targeted annual long-term equity award mix for NEOs, generally comprised of 20% options, 20% RSUs and 60% performance shares, in order to tie realizable compensation directly to pre-established performance goals and future increases in stockholder value; •providing long-term equity-based incentives in the form of (i) performance shares that are earned following the completion of a three-year performance period only if certain performance goals are met or exceeded, (ii) stock options that deliver value to the executives only if our share price increases from the date the awards are granted and (iii) RSUs that help to retain executives over a four-year vesting period and increase or decrease in value with share price appreciation or depreciation; and •establishing a range of performance goals for performance shares, which for the 2025-2027 performance shares included MCO EPS for Compensation Purposes, MIS Ratings Performance and MA Cumulative Revenue for all performance share recipients. These factors contribute to variations between actual and target compensation levels. Based on the Committee’s analysis of the factors described above, review of peer and market compensation levels as described below, and consideration of recommendations from the Company’s CEO (other than with respect to his own compensation), the Committee establishes a target total direct compensation level for each NEO that it believes is competitive and aligned with Company performance and stockholder value creation.

  48. PEER AND MARKET REVIEW

    PEER AND MARKET REVIEW In setting total target compensation levels for the NEOs, the Committee reviews the compensation practices and pay levels of executives with similar roles and responsibilities within the Company’s peer group. Meridian, the Committee’s independent compensation consultant, annually reviews the peer group. Based on Meridian’s review, management makes recommendations for changes to the composition of the peer group subject to Committee approval. As a result of Meridian's review in 2024, no changes were made for 2025, as the list of peer group companies was deemed to continue to be appropriate as compared to the size, revenue and market capitalization of Moody’s. For 2025, the peer companies were:

  49. PEER AND MARKET REVIEW

    (1)Rank is reported highest to smallest (1=highest and 15=lowest). (2)Data reflects trailing 12-month Revenues and Assets at quarter end as of December 31, 2025. (3)Market Capitalization reflects 6-month average as of December 31, 2025. (4)Total Shareholder Return (TSR) is as of December 31, 2025. Meridian provided the Committee and management with total direct compensation data from these peer group entities along with analyses of each element of compensation. The comparison groups’ information is reviewed in quartile ranges, beginning with the 25th percentile. In addition to reviewing compensation practices and pay levels within the Company’s peer group, the Committee looks at the broader financial services industry’s compensation data furnished by management’s compensation consultant, Aon Consulting, and reviewed by Meridian, the Committee’s consultant. This financial services industry survey data includes size-appropriate fintech and other technology platform companies, which are potential competitors for Moody’s executive talent. The Company’s compensation philosophy in 2025 generally was to provide a market competitive level for base salary, target annual cash incentives, long-term incentives and target total compensation. The Company continues to evaluate its compensation philosophy based on market trends and the nature of the dynamic competitive landscape. However, an executive’s positioning against market may be above or below such target positioning based on a number of additional factors that the Committee uses when establishing target total direct compensation, including: skills, performance, tenure, retention risk, seniority, market conditions and the unique nature of Moody’s business. The Company believes that its benefits and perquisites are in line with market practice. In particular, Moody’s believes it is important to exercise discretion and judgment in order to attract and retain superior talent and to reward officers with a greater scope of responsibilities or deeper experience than their peers within the peer group and/or the broader financial services market.

  50. CHIEF EXECUTIVE OFFICER COMPENSATION

    CHIEF EXECUTIVE OFFICER COMPENSATION The Committee begins its analysis of total direct compensation for the CEO by analyzing the compensation of executive officers at companies included in its peer group, as well as in the broader financial services market. It also reviews the CEO’s pay as compared to the other NEOs. On February 11, 2025, during the Committee’s annual review of all NEO compensation, the Committee set Mr. Fauber’s compensation for 2025 as President and CEO under the Company’s existing executive compensation program. Specifically, the Committee approved a base salary for 2025 of $1,100,000 and a target annual cash incentive opportunity of $2,200,000, in each case, reflecting no changes from 2024. Mr. Fauber’s 2025 annual equity award, totaling $14.2 million in value at the time of grant, was comprised of 20% stock options, 20% RSUs and 60% performance shares. A total of 94% of Mr. Fauber's target compensation was “at risk". This percentage is in line with the Committee’s objective of aligning the vast majority of the CEO’s compensation with long-term Company performance. In 2025, as it does every year, the Committee reviewed the relationship between realized/realizable CEO compensation and Company performance across a range of financial and total return metrics relative to peers. The Committee concluded that the structure of the Company’s incentive plans was appropriate and was helping to deliver pay-for-performance alignment. In light of the individual achievements listed beginning on page 50, the description of the Company’s performance on page 39 and the value of Mr. Fauber’s accrued benefits under the pension plans, the Committee believes Mr. Fauber’s total direct compensation package for 2025 to be appropriate.

  51. ELEMENTS OF MOODY’S COMPENSATION PROGRAM

    | Base Salary | | | Form | Fixed Cash Compensation | | Objectives and Basis | Base salary is intended to provide a degree of certainty with respect to compensation and is determined based on the level of pay that is appropriate given professional status, role, market value, accomplishments and internal equity. | | Annual Cash Incentives | | | Form | At Risk Cash Compensation | | Objectives and Basis | Annual cash incentives are intended to reward Company and individual performance and assist in motivating and retaining management. Award payouts are finalized at the Committee’s February meeting following the performance year in question; payouts primarily reflect: (i) the Company’s financial performance measured by year-on-year growth in (a) MIS operating income, (b) MA operating income and (c) MA Annualized Recurring Revenue ("MA ARR"), and (ii) a qualitative assessment of certain strategic and operational metrics. Award payouts may be adjusted based upon the outcome of an extensive review of each NEO’s performance against his or her annual objectives. Actual payouts typically occur at the beginning of March following the performance year in question. Awards are made under the 2004 Moody’s Corporation Covered Employee Cash Incentive Plan, as amended (the “2004 Plan”), although the Committee retains discretion to pay cash incentives outside of the 2004 Plan when circumstances warrant. |

  52. ELEMENTS OF MOODY’S COMPENSATION PROGRAM

    | Long-Term Incentive Compensation | | | Form | At Risk Compensation in Stock Options, Performance Shares and RSUs | | Objectives and Basis | To help balance the need to motivate the NEOs to drive long-term stockholder value, retain the NEOs, manage the number of shares used to deliver equity awards, and allow the Company to reward the achievement of a broader set of long-term goals, the Committee delivers equity incentive compensation through a combination of stock options, performance shares and RSUs. Stock options have a strike price of no less than 100% of the average of the high and the low market price of the Common Stock on the date of grant and vest based on continued service over four years in annual 25% increments, which means that executives: (i) will realize value from their awards only if the market price of the Company’s stock has appreciated above the options’ exercise price at or after the time the options have vested, and (ii) will be motivated to remain with the Company due to the multi-year vesting schedule. Stock options expire 10 years after the applicable grant date. Performance shares are earned following the completion of a three-year performance period only if pre-established performance goals are met or exceeded. For the 2025-2027 performance period, these performance goals are based on MCO EPS for Compensation Purposes (weighted at 50%), MIS Ratings Performance (weighted at 25%) and MA Cumulative Revenue (weighted at 25%). At the discretion of the Committee, the number of performance shares that vest and the corresponding number of shares actually issued at the end of the three-year performance period may be less than the number determined by the performance goal formula. For the performance cycle ending on December 31, 2025, with shares vesting in 2026, the Committee did not use any discretion to reduce the final payout factor. RSUs vest equally in four annual installments, subject to continued employment through each such vesting date. Such awards motivate executives to remain with the Company due to the multi-year vesting schedule and align executive and stockholder interests. | | Perquisites | | | Form | Limited | | Objectives and Basis | Moody’s generally does not provide perquisites or other personal benefits with an aggregate incremental cost to the Company of more than $10,000 to any of its NEOs, other than security arrangements for certain NEOs. | | Retirement Benefits | | | Form | Broad-based Tax-qualified and Non-tax-qualified Plans | | Objectives and Basis | Defined Contribution Plans Moody’s offers its U.S. employees, including the NEOs, the opportunity to participate in a tax-qualified defined contribution plan, the Profit Participation Plan, and offers highly compensated senior management, including the NEOs who reside in the U.S., a voluntary deferred compensation plan (the “Moody’s Corporation Deferred Compensation Plan” or “DCP”). The primary purpose of the DCP is to allow certain employees to make pre-tax deferrals into a non-tax-qualified plan and to receive the maximum company match on compensation without regard to Internal Revenue Service (“IRS”) limits that apply to the Profit Participation Plan. The Company match only applies to deferrals in excess of the IRS limit on compensation that can be taken into account under a tax-qualified defined contribution plan. In addition, the Company will credit to the DCP employer contributions that would have been made to the Profit Participation Plan but for the application of the IRS total contribution limit. Additional information regarding the DCP is found beginning on page 67. Defined Benefit Plans Certain NEOs based in the U.S. participate in the tax-qualified Moody’s Corporation Retirement Account (the “Retirement Account”) and the non-tax-qualified Pension Benefit Equalization Plan (“PBEP”) which restores benefits that cannot be delivered through the Retirement Account due to IRS qualified plan limits. Both of these defined benefit pension plans have been closed to new participants since 2008. More details regarding the Retirement Account and the PBEP are provided in the narrative following the Pension Benefits Table for 2025 on page 65. |

  53. WEIGHTING OF ELEMENTS—FIXED VERSUS “AT RISK” COMPENSATION

    WEIGHTING OF ELEMENTS—FIXED VERSUS “AT RISK” COMPENSATION The Committee, based on the recommendations of the CEO (excluding with respect to his own pay) and the Committee’s independent compensation consultant, Meridian, determined that the substantial majority of an NEO’s total direct compensation package (which includes salary, grant date value of long-term incentive compensation and target annual cash incentive compensation) should be “at risk,” meaning the amounts that may ultimately be realized by an executive can vary based on performance. The “at risk” elements of an NEO’s direct compensation are delivered in the form of annual cash incentives and long-term equity awards consisting of stock options, RSUs and performance shares. A larger portion, 94%, of the CEO’s 2025 target total direct compensation is “at risk,” as compared to only 6% that is fixed. For the other NEOs, the Committee concluded that approximately 14% to 20% of target total direct compensation should be fixed and approximately 80% to 86% should be in the form of “at risk” compensation for 2025 as illustrated below.

  54. WEIGHTING OF ELEMENTS—FIXED VERSUS “AT RISK” COMPENSATION

    | | Total Target Direct Compensation (1) | | | | | Name | % that is Base Salary (%) | % that is Target Annual Incentive (%) | % that is Target Equity (%) | % that is At Risk (2) (%) | | Robert Fauber | 6% | 13% | 81% | 94% | | Noémie Heuland | 14% | 19% | 67% | 86% | | Richard Steele | 20% | 20% | 60% | 80% | | Michael West | 14% | 23% | 64% | 86% | | Stephen Tulenko | 14% | 23% | 64% | 86% |

  55. 2025 Annual Cash Incentives

    2025 Annual Cash Incentives Cash incentives for 2025 were earned at 101% to 105% of target for the NEOs based upon financial, strategic and operational Company performance and individual performance.

  56. Process for Determining Annual Cash Incentives – Metrics, Weightings and Adjustments

    Process for Determining Annual Cash Incentives – Metrics, Weightings and Adjustments •Financial Performance Goals. Two thirds of the cash incentive payout for each NEO is based upon pre-established MIS Operating Income, MA Operating Income and MA ARR financial goals.** These metrics are weighted at 50% for MIS Operating Income, and 25% for each of MA Operating Income and MA ARR. For 2025, the financial performance goals were based on the Company’s annual budget plan, which incorporates stretch objectives. The Committee sets target performance goals that are intended to motivate performance by being aspirational and challenging, but achievable. When the Committee set the NEOs’ 2025 target performance goals, there was an expectation that substantially exceeding the targets would require extraordinary efforts, both individually and collectively. Therefore, in order to receive the maximum cash incentive payments, achievement with respect to MIS Operating Income, MA Operating Income and MA ARR financial goals would have to exceed targets by more than 30%, 20% and 5%, respectively, reflecting extraordinary performance. •Strategic & Operational (S&O) Measures. One third of the cash incentive payout for each NEO is based on a qualitative assessment of strategic and operational metrics approved by the Committee at the beginning of the performance year that are tied to key non-financial business objectives that contribute to the Company’s business success. To perform the assessment and measure progress, the Company has defined firm-wide S&O priorities. Within each priority, specific Objectives and Key Results (OKRs) have been established and assigned owners to increase accountability. This OKR framework represents an evolution of the S&O metrics, as management thoughtfully determines the business outcomes it wants to achieve and carefully reviews with the Committee key metrics to measure those outcomes. The S&O metric focus areas in 2025 were:

  57. Process for Determining Annual Cash Incentives – Metrics, Weightings and Adjustments

    | ** While the Company reports its financial results in accordance with GAAP, financial performance targets and results under the Company’s incentive plans are based on adjusted financial measures as approved by the Compensation & Human Resources Committee. Management reviews adjustments from GAAP measures to adjusted measures for compensation purposes with the Compensation & Human Resources Committee to assure the Committee that performance is evaluated in a manner that considers the way the goals were set and maintains executive accountability for performance. These metrics and the related performance targets are relevant only to Moody’s executive compensation program and should not be used or applied in other contexts. See Management’s Discussion and Analysis as contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 18, 2026, for further discussion on adjustments to GAAP measures used by the Company. |

  58. Process for Determining Annual Cash Incentives – Metrics, Weightings and Adjustments

    | Moody’s Corporation | 47 | 2026 Proxy Statement |

  59. Process for Determining Annual Cash Incentives – Metrics, Weightings and Adjustments

    •sharpen focus on customers – by improving the Company’s Net Promoter Score; •invest with intent to grow and scale – by measuring growth in gross new business from strategic priorities against internal benchmarks; •collaborate, modernize and innovate – by achieving internal milestones related to platform engineering for MA and prioritized platform components usage rates for MIS; •develop the Company’s people, culture and sustainability – by exceeding industry benchmarks for employee retention and completing employee training beyond mandatory baselines; and •prudently manage risk – by increasing the percentage of business self-identified issues, exceeding industry standards for phishing exercises and maintaining regulatory compliance. •Weighting of Metrics. For 2025, the financial performance measures were weighted 67% and the strategic and operational performance measures were weighted 33% for each of the NEOs. Performance in-line with the Company’s budget for MIS Operating Income, MA Operating Income and MA ARR would result in 100% funding of the target cash incentive pool allocated to the financial metric. Among the NEOs, the application and weighting of the financial performance measures was different based on relevance to their roles, with financial performance measure calculations for Mr. West tied entirely to the Operating Income of MIS and for Mr. Tulenko to the Operating Income of MA and MA ARR. •Adjustment for Individual Performance. The cash incentive amount approved for each NEO may be reduced or modestly increased from the initial determination based upon an extensive assessment of that individual’s performance against qualitative, largely operational objectives established for the year. These are described below under “Individual Performance Assessments.” •Maximum and Minimum Funding. Consistent with prior years, the maximum incentive payout opportunity was 200% of target for 2025. Subject to the Committee’s judgment, performance below an established threshold would result in no funding; performance at threshold would result in funding at 25% of target. The Committee continues to be rigorous in its oversight of incentive metrics, goals and the relationship between performance and pay. •Peer Group Comparison. •With assistance from the Committee’s compensation consultant, Meridian, the Committee conducted a review in 2025 of the sensitivity of the payout curves utilized for the cash incentive plan compared to its peer group. •This 2025 review confirmed that the relationship between Company performance and cash incentive payouts is more demanding than typical market practice. For the upside incentive opportunity above target, the Company’s payout at maximum performance levels generally requires higher performance improvement than its peers and the general industry require. •For the downside opportunity (“threshold” payout) below target under Moody’s plan, threshold performance generates a lower minimum payout than is typical for the Company’s peers and the general industry.

  60. Process for Determining Annual Cash Incentives – Metrics, Weightings and Adjustments

    | Moody’s Corporation | 48 | 2026 Proxy Statement |

  61. Process for Determining Annual Cash Incentives – Metrics, Weightings and Adjustments

    Following the conclusion of the performance year, the CEO first provides his assessment regarding the Company’s achievement within each focus area for consideration by the Committee. The Committee then evaluates the CEO’s assessment against the year’s goals, considering: (i) the specific indicators for each metric; (ii) each indicator’s relative importance and degree of difficulty; (iii) whether final performance for each indicator was directionally consistent with expectations, or above/below expectations (noting that measurement may be more or less precise, depending on the nature of the metric); and (iv) whether there were any mitigating factors (positive or negative) arising from changes in business circumstance during the year.

  62. Annual Incentive Financial Metrics and Plan Performance

    Annual Incentive Financial Metrics and Plan Performance The 2025 financial performance goals for threshold, target and maximum funding levels, as well as actual 2025 performance, are set forth below.

  63. Annual Incentive Financial Metrics and Plan Performance

    | MIS Operating Income Year-on-Year Growth for Compensation Purposes | | | | 12.5% | | | | | | | q | | | | (18.0)% | | 12.0% | | 42.0% | | | Threshold | | Target | | Maximum | | MA Operating Income Year-on-Year Growth for Compensation Purposes | | | 14.3% | | | | | | | q | | | | | (5.7)% | | 14.3% | | 34.3% | | | Threshold | | Target | | Maximum | | MA ARR Year-on-Year Growth for Compensation Purposes | | 8.2% | | | | | | | q | | | | | | (0.4)% | | 9.6% | | 14.6% | | | Threshold | | Target | | Maximum |

  64. Annual Incentive Financial Metrics and Plan Performance

    | q | Actual Plan Performance |

  65. Annual Incentive Financial Metrics and Plan Performance

    | Moody’s Corporation | 49 | 2026 Proxy Statement |

  66. Mr. West

    Mr. West The Committee determined, based on Mr. West’s: •leadership of Ratings’ exceptional financial performance, including 9% revenue growth and 63.6% Adjusted Operating Margin through disciplined cost control and effective resource management; •strong operational leadership amidst approximately $6.5 billion in rated debt issuance while achieving strong ratings accuracy metrics outperforming historical averages; •continued promotion of strong rating agency controls through development of a rigorous risk management program and safeguards to foster regulatory compliance and operational resilience and managing within agreed risk tolerance thresholds; •leading an extensive market engagement program with issuers, investors, intermediaries, regulators and policymakers around the world; •sponsorship of analytical and commercial initiatives focused on enhancing Moody’s position in the private credit market; •bolstering the Company’s domestic market strategy in LatAm and Africa and supporting key growth areas including data centers, sustainable and transition finance, digital infrastructure, and digital finance; •effectively balancing the competitive and regulatory risks presented by advancements in AI with innovation in operations and analytical tools through the use of GenAI and agentic solutions; •contributions to recognition of Moody’s Ratings as the Agency of Choice with over 100 top-tier awards in recent years, including recognition by Extel as the best credit rating agency for a 14th consecutive year; and •contributions to substantial improvement in employee engagement and sentiment through the increasing availability of modern applications and GenAI tools and fostering an innovative and collaborative culture, to pay Mr. West 104% of his target annual cash incentive.

  67. 2025 Annual Cash Incentive Program Payouts

    2025 Annual Cash Incentive Program Payouts The Company’s financial performance in 2025, together with any individual adjustments, each as detailed above, resulted in final annual cash incentive awards for the NEOs as shown in the table below.

  68. 2025 Annual Cash Incentive Program Payouts

    | Name | 2025 Target Annual Cash Incentive ($) (1) | 2025 Actual Cash Incentive Paid ($) | Percentage of Target Paid (%) | | Robert Fauber | 2,200,000 | 2,226,000 | 101% | | Noémie Heuland | 1,000,000 | 1,050,000 | 105% | | Richard Steele | 600,000 | 607,326 | 101% | | Michael West | 1,250,000 | 1,296,203 | 104% | | Stephen Tulenko(2) | 1,250,000 | 839,041 | 100% |

  69. 2025 Annual Cash Incentive Program Payouts

    (1)The maximum annual cash incentive is 200% of the target amount for each of the NEOs. (2)Mr. Tulenko was eligible pursuant to the retirement provisions of the Company's bonus plan to receive a bonus payout based on the target amount, pro-rated for the number of days worked in the plan year.

  70. 2025 Long-Term Equity Incentive Compensation

    2025 Long-Term Equity Incentive Compensation

  71. 2025 Long-Term Equity Incentive (“LTI”) Mix

    2025 Long-Term Equity Incentive (“LTI”) Mix The Committee evaluates the long-term equity incentive mix on an annual basis to determine what arrangement best aligns the NEOs’ compensation with the interests of Moody’s stockholders and motivates the NEOs to focus on the Company’s financial and operational performance. For 2025, the Committee retained the same mix of performance shares, RSUs and stock options that it approved for the annual awards in 2024.

  72. Performance Shares (60% of Total Annual LTI)

    Performance Shares (60% of Total Annual LTI) The performance shares granted in February 2025 will be earned following the completion of a three-year performance period if certain cumulative performance goals are met or exceeded. At the discretion of the Committee, the number of performance shares that vest and the corresponding number of shares actually issued to an employee following the end of the three-year performance period may be less than the number determined by the performance goal formula. For the 2025-2027 performance period, MCO EPS for Compensation Purposes, MIS Ratings Performance and MA Cumulative Revenue were used as the performance metrics (the same metrics used for the 2024-2026 awards). MCO EPS for Compensation Purposes will be adjusted to exclude the net impact of restructuring charges and other material non-recurring or unusual items, including material acquisitions or dispositions, and MA Cumulative Revenue will be adjusted for material acquisitions or dispositions. MA Cumulative Revenue aligns with the strategic growth initiatives for the Moody's Analytics business, while MCO EPS for Compensation Purposes and MIS Ratings Performance incent management to consider the long- and medium-term impact of business decisions. The three metrics provide a balance of financial and operational factors that drive business success and incentivize all NEOs to contribute to the Company’s overall profitability. No dividends or dividend equivalents accrue on unvested performance shares.

  73. 2025 Performance Metrics Weighting

    2025 Performance Metrics Weighting

  74. 2025 Performance Metrics Weighting

    | Moody’s Corporation | 52 | 2026 Proxy Statement |

  75. RSUs (20% of Total Annual LTI)

    RSUs (20% of Total Annual LTI) The RSUs granted in February 2025 vest in four equal annual installments beginning on March 1, 2026, generally subject to continued service through each such vesting date. In continuing to grant RSUs in 2025, the Committee considered the need to manage the number of shares used to deliver equity awards, closely align a portion of executive compensation directly to stock price performance, and help provide retention incentives due to the multi-year vesting schedule. Dividend equivalents accrue on RSU awards but are only paid if and when the RSUs vest, and are forfeited if the RSUs do not vest.

  76. Stock Options (20% of Total Annual LTI)

    Stock Options (20% of Total Annual LTI) The stock options granted in February 2025 vest in four equal annual installments beginning on the first anniversary of the grant date, generally subject to continued service through each such vesting date, which means (i) executives will realize value from their awards only if the market price of the Company’s stock has appreciated above the options’ exercise price at or after the time the options have vested and (ii) NEOs are motivated to remain with the Company due to the multi-year vesting schedule. The Committee believes that because value is realized only if the Company’s stock price rises, stock options are performance-based compensation. Stock options expire ten years after the grant date.

  77. 2025 LTI Grant Levels

    2025 LTI Grant Levels In determining the grant date value of the total mix of equity awards granted to the NEOs, the Committee considered the share utilization practices of the Company’s peer group and endeavored to balance aligning the interests of NEOs with the interests of stockholders while also motivating the NEOs to improve the Company’s current market position in addition to the items noted in the following paragraph. As a result, the Committee recommended (after considering a recommendation from the CEO, other than with respect to his own equity grant), and the Board approved, equity grants comprised of stock options, RSUs and performance shares, with the average individual NEO grant date value increasing approximately 16% from the individual annual LTI NEO grants in 2024. The NEOs’ individual awards are reported in the Grants of Plan-Based Awards Table for 2025 on page 60. Because the annual equity award grants for all NEOs were made in February, each individual award determination considered (i) the Company’s 2024 performance, (ii) the NEO’s role in that performance, including the achievement of individual goals for the prior year, similar to those described above in “2025 Annual Cash Incentive Program Performance Results—Individual Performance Assessments,” and (iii) the Company’s retention objectives with respect to that NEO. The awards are intended to align the interests of NEOs with those of the Company’s stockholders. Annual awards are determined by an examination of the present period as well as by considering expectations for the future.

  78. 2023-2025 Performance Share Performance

    2023-2025 Performance Share Performance The performance period for performance shares granted in 2023 ended on December 31, 2025, with the NEOs receiving 159% of their performance share target amounts based on the Company’s results with respect to MCO EPS for Compensation Purposes (weighted at 50%), MIS Ratings Performance (weighted at 25%) and MA Cumulative Revenue (weighted at 25%). The threshold, target and maximum performance goals, as well as actual results, for MCO EPS for Compensation Purposes and MA Cumulative Revenue performance criteria are set forth in the charts below. MIS Ratings Performance is evaluated based on internally developed metrics that are proprietary and competitively sensitive, and therefore are not disclosed in the table below. The threshold, target and maximum MIS Ratings Performance goals were set to reflect a degree of difficulty that was comparable to the standard applied in setting the performance goals for the other criteria, with target performance levels being difficult but obtainable, based on historical results under this metric. No dividends or dividend equivalents were accrued on unvested performance shares.

  79. 2023-2025 Performance Share Performance

    | Moody’s Corporation | 53 | 2026 Proxy Statement |

  80. 2023-2025 Performance Share Metrics and Performance

    2023-2025 Performance Share Metrics and Performance

  81. 2023-2025 Performance Share Metrics and Performance

    | MCO EPS for Compensation Purposes(1) | | | | $37.32 M | | | | | | q | | | $26.48 | | $31.15 | $37.38 | | | Threshold | | Target | Maximum | | MA Revenue for Compensation Purposes(2) | | $9,995 M | | | | | | q | | | | | $8,804 M | | $10,357 M | $12,429 M | | | Threshold | | Target | Maximum |

  82. 2023-2025 Performance Share Metrics and Performance

    | q | Actual Plan Performance |

  83. 2023-2025 Performance Share Metrics and Performance

    (1)MCO EPS for Compensation Purposes was adjusted to exclude the net impact of restructuring charges and other material non-recurring or unusual items (including (i) amortization of acquired or intangible assets, (ii) charges related to asset abandonment, and (iii) gains on previously held equity method investments), and for the impact of the material acquisitions and divestitures. (2)MA Revenue for Compensation Purposes was adjusted for the impact of material acquisitions and divestitures.

  84. 2023-2025 Performance Share Payouts

    2023-2025 Performance Share Payouts The number of shares that vested in March 2026 (subject to continued service through the vesting date) for each NEO relative to the target number of shares granted is reflected in the table below.

  85. 2023-2025 Performance Share Payouts

    | Name | 2023-2025 Performance Share Award at Target (# of shares) (1) | 2023-2025 Performance Share Award to Vest (# of shares) | | Robert Fauber | 22,348 | 35,556 | | Richard Steele | 609 | 969 | | Michael West | 4,571 | 7,272 | | Stephen Tulenko | 4,251(2) | 6,763 |

  86. 2023-2025 Performance Share Payouts

    (1)Ms Heuland joined the Company in April 2024, and did not receive a grant of performance shares in 2023. She is therefore not included in this table. (2)Under the terms of his performance share award, this amount is prorated from the initial grant to reflect Mr. Tulenko's term of service during the performance period prior to his resignation in September 2025. Each NEO’s outstanding performance share awards are reported in the Outstanding Equity Awards at Fiscal-Year End Table For 2025 on page 62.

  87. 2024 Strategic Incentive Award Payouts

    2024 Strategic Incentive Award Payouts On February 20, 2024, Mr. Steele was granted a special Strategic Incentive Award, which was earned at 111.4% of target based on the Company's achievement of (i) its medium-term Organic Recurring Revenue goal (combined MIS and MA) and (ii) a set of specific strategic goals in executing on the Company's GenAI initiatives and platform engineering, over the 24-month period ending on December 31, 2025. Mr. Steele will receive 339 shares under the terms of this award, as compared to a target of 304.

  88. 2024 Strategic Incentive Award Payouts

    | Moody’s Corporation | 54 | 2026 Proxy Statement |

  89. Clawback Policy

    Clawback Policy The Company maintains the Moody's Corporation Comprehensive Clawback Policy which complies with SEC rules and NYSE listing standards while going beyond the minimum requirements of these rules. Under the policy, which applies to all of the Company’s Section 16 officers, the Company is obligated to recoup excess incentive-based compensation received by a covered officer during the applicable recovery period, in the event that the Company is required to prepare a material financial restatement and a lesser amount of incentive-based compensation would have been payable under the restated results. In addition, the Company has the right to require forfeiture of, or seek to recoup, all or any portion of the value of the proceeds from annual cash incentive awards, performance-based share awards and other equity awards (including time-based equity awards) in the case of (i) a material financial restatement (with regard to such compensation received prior to October 2, 2023 and without regard to misconduct); (ii) a material restatement resulting from unlawful activity, fraud or other misconduct; or (iii) material financial harm to the Company resulting from unlawful activity, fraud or intentional or willful misconduct.

  90. Employment Agreements

    Employment Agreements Moody’s does not enter into employment agreements with its U.S. executives, including the NEOs. Although each of the NEOs is an at-will employee, each NEO has agreed to provide the Company with at least 90 days notice prior to terminating the employment relationship. For additional information, see “Potential Payments Upon Termination or Change in Control” on page 68.

  91. Severance Policies

    Severance Policies Moody’s provides severance benefits to NEOs under the Moody’s Career Transition Plan, as amended (the “Moody’s Career Transition Plan” or “CTP”) and the Moody’s Corporation Change in Control Severance Plan, as amended (the “Moody’s Corporation Change in Control Severance Plan” or the “CICP”), each of which is described below. The NEOs are not entitled to receive any severance benefits other than those provided under the CTP and CICP. In addition, in February 2025, the Company implemented a cash severance policy, which requires stockholder ratification of any new executive officer arrangements, agreements, plans, or policies providing for cash severance benefits exceeding 2.99 times the sum of the executive officer’s base salary plus target annual bonus opportunity. The policy also requires stockholder ratification of any amendment that would increase cash severance benefits payable under any existing arrangement, agreement, plan or policy above 2.99 times the sum of a covered executive’s base salary plus target annual bonus opportunity.

  92. Career Transition Plan

    Career Transition Plan All NEOs in the U.S. participate in the CTP, a broad-based plan that is available to all full-time and regular part-time employees on the Company’s United States payroll. The CTP is designed to compensate eligible employees whose employment with the Company has been terminated without Cause (as defined in the CTP), including in the following situations: •where there has been a reduction in the Company’s workforce or elimination of specific jobs; •where the individual’s job performance has not met expectations (but does not involve a basis for terminating such individual's employment for Cause); or •where the Company and individual mutually agree to sever the employment relationship, and such agreement was initiated by the Company. Having such a plan in place serves the long-term interests of stockholders by helping the Company attract and retain superior talent and encouraging strong performance and compliance with Company policies, as no severance is payable under the CTP where an individual is terminated by the Company for Cause, including termination of employees who have engaged in conduct that is detrimental to the Company and its stockholders. CTP benefits are based on position as well as tenure and the potential benefits for NEOs under the CTP upon termination of employment without Cause are more fully described beginning on page 68.

  93. Change in Control Severance Plan

    Change in Control Severance Plan The purpose of the CICP is to offer its participants, which include the Company’s executive officers and other key employees selected by the Committee, protection in the event of a termination of employment in connection with a Change in Control (as defined in the CICP). The CICP has been adopted to enhance the alignment of the interests of management and stockholders by allowing participants to remain objective when evaluating the prospect of a sale that could potentially result in job elimination. Under the CICP, participants are entitled to severance benefits only if a participant’s employment is terminated within 90 days prior to or two years following a Change in Control of the Company by the Company or its successor without Cause, or by the participant for Good Reason (both terms as defined in the CICP) (i.e., a “double-trigger”). For the CEO, severance benefits under the CICP consist of a lump-sum cash payment equal to three times the sum of his base salary and target annual incentive for the year of termination, plus three years of continued coverage under the Company’s medical and dental insurance plans. For all other participants in the CICP, the severance benefits consist of a lump-sum cash payment equal to two times the sum of their respective base salaries and target annual incentives for the year of termination, plus two years of continued medical and dental coverage. Executive officers are not entitled to receive a “golden parachute” excise tax gross-up with respect to change in control benefits under the CICP or any other Company plan, agreement or arrangement.

  94. Equity Grant Practices

    Equity Grant Practices The Committee generally approves the target value of annual equity awards for the Company’s executive officers, including each of the NEOs, at its meeting in February of each year, with a grant date to be effective three to five business days following the filing of the Company's Annual Report on Form 10-K for the prior fiscal year. In special circumstances, including the hiring or promotion of an individual or where the Committee determines it is in the best interest of the Company, the Committee may approve grants to be effective at other times. If the grant date is after the approval date, it must be on a date specified at the time of approval. The Company does not grant equity awards in anticipation of the release of material nonpublic information, and does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  95. Equity Grant Practices

    | Moody’s Corporation | 57 | 2026 Proxy Statement |

  96. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth the total compensation of the Company’s NEOs for 2023, 2024 and 2025. Following Mr. Tulenko's resignation effective September 2, 2025, the Company had only four executive officers.

  97. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) (5) | Total ($) | | Robert Fauber President and Chief Executive Officer | 2025 | 1,100,000 | 11,359,903 | 2,840,080 | 2,226,000 | 514,370 | 42,212 | 18,082,565 | | | 2024 | 1,050,000 | 10,159,968 | 2,539,972 | 2,950,000 | 240,561 | 25,941 | 16,966,442 | | | 2023 | 1,000,000 | 8,799,948 | 2,200,036 | 2,000,000 | 366,643 | 21,032 | 14,387,659 | | Noémie Heuland Senior Vice President and Chief Financial Officer | 2025 | 750,000 | 2,839,591 | 710,020 | 1,050,000 | — | 94,500 | 5,444,111 | | | 2024 | 562,500 | 1,599,972 | 399,956 | 1,350,000 | — | 134,037 | 4,046,465 | | Richard Steele Senior Vice President and General Counsel | 2025 | 570,000 | 1,439,554 | 359,923 | 607,326 | 167,936 | 28,487 | 3,173,226 | | | 2024(6) | 540,000 | 1,073,309 | 240,017 | 675,000 | 80,693 | 93,216 | 2,702,236 | | | 2023 | 462,470 | 239,808 | 60,021 | 500,000 | 112,256 | 34,608 | 1,409,163 | | Michael West President of Moody’s Ratings | 2025 | 750,000 | 2,800,074 | 700,031 | 1,296,203 | — | 253,468 | 5,799,776 | | | 2024(7) | 700,000 | 6,150,316 | 2,349,991 | 2,091,000 | — | 114,499 | 11,405,806 | | | 2023 | 625,000 | 1,800,036 | 449,967 | 1,114,300 | — | 67,998 | 4,057,301 | | Stephen Tulenko Former President of Moody’s Analytics | 2025 | 505,769 | 2,800,074 | 700,031 | — | 558,729 | 855,676 | 5,420,280 | | | 2024(7) | 700,000 | 9,500,128 | 3,999,901 | 1,250,000 | 190,568 | 14,022 | 15,654,619 | | | 2023 | 625,000 | 1,879,775 | 470,037 | 976,000 | 357,432 | 12,962 | 4,321,206 |

  98. SUMMARY COMPENSATION TABLE

    (1)The amounts reported in the “Stock Awards” column represent the grant date fair market value of performance share and RSU grants. The grant date fair value is based on the fair market value of the stock underlying the award, which is calculated as the arithmetic mean of the high and low prices of the Common Stock on the date of grant, and is calculated in accordance with applicable accounting guidance for equity-based awards, without taking into account estimated forfeitures. All grants of performance shares and RSUs were made under the 2001 Stock Incentive Plan. The annual performance share awards are earned based on MCO EPS for Compensation Purposes, MIS Ratings Performance and MA Cumulative Revenue. For 2024 only, certain NEOs were granted certain Growth and Strategic Incentive Awards. Performance shares granted as MA Growth Accelerator Awards are earned subject to performance measures based on MA ARR CAGR and MA Adjusted Operating Margin. Performance shares granted as MIS Growth Accelerator Awards are earned subject to a performance measure based on MIS Adjusted Operating Margin. Performance shares granted as Strategic Incentive Awards are earned subject to performance measures based on medium-term Organic Recurring Revenue and specified goals with respect to execution of the Company’s GenAI initiatives and platform engineering. Because the achievement or non-achievement of these performance metrics depends upon the occurrence of future events, the actual final payouts of the MA and MIS Growth Accelerator Awards are not known at this time. As such, in accordance with applicable accounting guidance for equity-based awards, the grant date fair value of the performance shares is calculated based on probable outcome of the applicable performance conditions as of the grant date (using the target number of shares underlying these awards), and the per share grant date prices on the date of grant ($513.21 on February 20, 2025). Assuming that the maximum performance for the performance share awards were attained, 2025 annual performance share awards would settle at 200% of target and the value of the 2025 performance share awards for Messrs. Fauber, Steele, West and Tulenko, and Ms Heuland would be $17,039,598, $2,159,588, $4,200,110, $4,200,110 and $4,259,644, respectively. No cash dividends or dividend equivalents will accrue or be paid on such performance shares. Cash dividend equivalents will accrue and be paid on RSUs upon vesting and settlement. For additional information on the 2025 performance share and RSU awards, see “Grants of Plan-Based Awards Table for 2025” on page 60 and the related footnotes.

  99. SUMMARY COMPENSATION TABLE

    | Moody’s Corporation | 58 | 2026 Proxy Statement |

  100. SUMMARY COMPENSATION TABLE

    (2)The amounts reported in the “Option Awards” column represent the grant date fair value of non-qualified options granted in each year indicated. The aggregate grant date fair value of the stock options granted to our NEOs in 2025 is based on the Black-Scholes value of a stock option on the grant date, as determined in accordance with applicable accounting guidance for equity-based awards, without taking into account estimated forfeitures. For additional information on the valuation of Moody’s option awards, see Note 14 to the financial statements as contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 18, 2026. The actual amounts realized, if any, will depend on the extent to which the stock price exceeds the option exercise price at the time the option is exercised. For additional information on the 2025 option awards, see "Grants of Plan-Based Awards Table for 2025" on page 60 and the related footnotes. (3)The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent the amounts earned by the NEOs for the applicable year under the Company’s annual cash incentive program. The amounts for 2024 and 2023 were actually paid on March 7, 2025 and March 1, 2024, respectively, and the 2025 award will be paid on March 6, 2026, with the exception of Mr. Tulenko's 2025 award, which was paid on a pro-rated basis upon his separation from the Company in September 2025 pursuant to the retirement provisions of the Company's bonus plan. This retirement payment to Mr. Tulenko is reflected in the "All Other Compensation" column, as further detailed below in footnote (5). For a description of the annual bonus program, see “2025 Annual Cash Incentives” in the CD&A beginning on page 47. (4)For 2025, the amounts reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column represent the aggregate change during the applicable year in the actuarial present value of the NEO’s accumulated benefits under the Company’s Retirement Account and PBEP. The primary factors impacting the year-over-year change in pension value are pensionable pay increases from 2024 to 2025, an additional year of benefit accruals, and a decrease in the discount rates, partially offset by a decrease in the cash balance crediting rate from 4.78% to 4.71%. The discount rates for the Retirement Account and PBEP that are the basis for the proxy present value calculations have decreased during 2025 to 5.30% and 4.85%, respectively. (5)The 2025 amounts reported in the “All Other Compensation” column comprise the following:

  101. SUMMARY COMPENSATION TABLE

    | Name | Perquisites and Other Personal Benefits ($) (a)(b) | Vested and Unvested Company Contributions to Defined Contribution Plans ($) (c) | Other ($) | Total ($) | | | ($) (a)(b) | | | | | Robert Fauber | 21,737(d) | 10,500 | 9,975 | 42,212 | | Noémie Heuland | — | 94,500 | — | 94,500 | | Richard Steele | — | 24,900 | 3,587 | 28,487 | | Michael West | 61,933(d) | 185,505 | 6,030 | 253,468 | | Stephen Tulenko | — | 10,500 | 845,176(e) | 855,676 |

  102. SUMMARY COMPENSATION TABLE

    (a)Perquisites and other personal benefits provided in fiscal 2025 were, in the aggregate, less than $10,000 per individual, except with respect to Messrs. Fauber and West, as described below. (b)The Company generally does not provide tax gross-ups for executives, other than occasional de minimis amounts. However, the Company provides a tax equalization payment to Mr. West to cover taxes payable to HMRC in the UK due to his activities as non-resident director of a regulated UK-based subsidiary of MIS. The amount paid in respect of such tax equalization in 2025 was $38,084. (c)These amounts represent the aggregate annual Company contributions to the accounts of the NEOs under the Company’s Profit Participation Plan and the non-qualified Deferred Compensation Plan. The Profit Participation Plan and the Deferred Compensation Plan are defined contribution plans. (d)Reflects personal security-related expenses for Messrs. Fauber and West of $21,737 and $23,849, respectively. (e)Includes a separation-related payment of $839,041 based on Mr. Tulenko's pro-rated annual cash bonus target as disclosed under "2025 Annual Cash Incentive Compensation Program Payouts" on page 52. (6)Mr. Steele's 2023 equity grant was made prior to his promotion to Senior Vice President - General Counsel later that year. His 2024 equity grant was the first one made subsequent to his promotion, and also included his Strategic Incentive Award, as disclosed in the 2024 and 2025 Proxy Statements. For these reasons, the increase from 2023 to 2024 may not be illustrative of standard year-to-year adjustments. (7)The 2024 equity figures for Messrs. West and Tulenko include the values of the MA and MIS Growth Accelerator Awards, as disclosed in the 2024 and 2025 Proxy Statements.

  103. SUMMARY COMPENSATION TABLE

    | Moody’s Corporation | 59 | 2026 Proxy Statement |

  104. GRANTS OF PLAN-BASED AWARDS TABLE FOR 2025

    GRANTS OF PLAN-BASED AWARDS TABLE FOR 2025 The following table sets forth, for the year ended December 31, 2025, information concerning each grant of an award made to the Company’s NEOs in 2025 under any plan.

  105. GRANTS OF PLAN-BASED AWARDS TABLE FOR 2025

    | Name | Grant Date | Authorization Date (1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (4) | All Other Option Awards: Number of Securities Underlying Options (#) (5) | Exercise or Base Price of Option Awards ($/Sh) (6) | Closing Price of Common Stock on Grant Date ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) (7) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | | Robert Fauber | 2/20/2025(3) | 2/11/2025 | | | | 4,150 | 16,601 | 33,202 | | | | | 8,519,799 | | | 2/20/2025(4) | 2/11/2025 | | | | | | | 5,534 | | | | 2,840,104 | | | 2/20/2025(5) | 2/11/2025 | | | | | | | | 17,344 | 513.21 | 511.62 | 2,840,080 | | | N/A | | N/A | 2,200,000 | 4,400,000 | | | | | | | | | | Noémie Heuland | 2/20/2025(3) | 2/11/2025 | | | | 1,038 | 4,150 | 8,300 | | | | | 2,129,822 | | | 2/20/2025(4) | 2/11/2025 | | | | | | | 1,383 | | | | 709,769 | | | 2/20/2025(5) | 2/11/2025 | | | | | | | | 4,336 | 513.21 | 511.62 | 710,020 | | | N/A | | N/A | 1,000,000 | 2,000,000 | | | | | | | | | | Richard Steele | 2/20/2025(3) | 2/11/2025 | | | | 526 | 2,104 | 4,208 | | | | | 1,079,794 | | | 2/20/2025(4) | 2/11/2025 | | | | | | | 701 | | | | 359,760 | | | 2/20/2025(5) | 2/11/2025 | | | | | | | | 2,198 | 513.21 | 511.62 | 359,923 | | | N/A | | N/A | 600,000 | 1,200,000 | | | | | | | | | | Michael West | 2/20/2025(3) | 2/11/2025 | | | | 1,023 | 4,092 | 8,184 | | | | | 2,100,055 | | | 2/20/2025(4) | 2/11/2025 | | | | | | | 1,364 | | | | 700,018 | | | 2/20/2025(5) | 2/11/2025 | | | | | | | | 4,275 | 513.21 | 511.62 | 700,031 | | | N/A | | N/A | 1,250,000 | 2,500,000 | | | | | | | | | | Stephen Tulenko | 2/20/2025(3) | 2/11/2025 | | | | 1,023 | 4,092 | 8,184 | | | | | 2,100,055 | | | 2/20/2025(4) | 2/11/2025 | | | | | | | 1,364 | | | | 700,018 | | | 2/20/2025(5) | 2/11/2025 | | | | | | | | 4,275 | 513.21 | 511.62 | 700,031 | | | N/A | | N/A | 1,250,000 | 2,500,000 | | | | | | | | |

  106. GRANTS OF PLAN-BASED AWARDS TABLE FOR 2025

    (1)The Compensation & Human Resources Committee authorized the grant of stock options, RSUs and performance shares for 2025 to the NEOs on February 11, 2025, to be effective on February 20, 2025, the third trading day following the filing of the Company’s Form 10-K for the fiscal year ended December 31, 2024. (2)Amounts in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns consist of cash incentive award opportunities granted in 2025 under the Company’s annual cash incentive program. For additional information on the annual cash incentive program, see the CD&A beginning on page 38. These awards were earned during 2025 and are paid in March 2026. Actual payouts are reflected under "2025 Annual Cash Incentive Program Payouts" on Page 52. (3)Amounts in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns consist of performance share awards granted in 2025 under the Company’s 2001 Stock Incentive Plan. The Compensation & Human Resources Committee determined the target performance share amounts and set performance measures. The annual performance share awards are earned based on achievement with respect to MCO EPS for Compensation Purposes, MIS Ratings Performance and MA Cumulative Revenue over the three-year performance period ending December 31, 2027 with a maximum incentive payout opportunity of 200% of target. Mr. Tulenko's 2025 performance share award was forfeited in connection with his resignation. (4)Consists of RSU awards granted in 2025 under the Company’s 2001 Stock Incentive Plan. The annual RSU awards vest in four equal installments on March 1, 2026, March 1, 2027, March 1, 2028 and March 1, 2029. Mr. Tulenko's 2025 RSU award was forfeited in connection with his resignation. (5)Consists of stock option awards made under the Company’s 2001 Stock Incentive Plan. The annual option awards vest in four equal annual installments beginning on the first anniversary of the date of grant and expire on February 20, 2035. Mr. Tulenko's 2025 stock option awards were forfeited in connection with his resignation.

  107. GRANTS OF PLAN-BASED AWARDS TABLE FOR 2025

    | Moody’s Corporation | 60 | 2026 Proxy Statement |

  108. GRANTS OF PLAN-BASED AWARDS TABLE FOR 2025

    (6)The exercise price of the stock options is equal to the arithmetic mean of the high and low market price of the Company’s Common Stock on the grant date. (7)Consists of the grant date fair value of each equity award computed in accordance with applicable accounting guidance for equity-based awards, without taking into account estimated forfeitures. The grant date fair values for annual stock options granted on February 20, 2025 are based on the Black-Scholes option valuation model, applying the following assumptions: a stock-price volatility factor of 27.09%; a risk-free rate of return of 4.51%; a dividend yield of 0.73%; and an expected time of exercise of 5.6 years from the applicable date of grant. The Black-Scholes model is premised on the immediate exercisability and transferability of the options, neither of which applies to the options set out in the table above. The grant date fair values for annual performance shares granted on February 20, 2025 are based on probable outcome of the applicable performance conditions as of the grant date (using the target number of shares underlying these awards). The actual amounts realized, if any, will depend on the extent to which the stock price exceeds the option exercise price at the time the option is exercised. In all cases, the Company’s stock price is based on the arithmetic mean of the high and low market price of the Company’s Common Stock on the date of grant.

  109. GRANTS OF PLAN-BASED AWARDS TABLE FOR 2025

    | Moody’s Corporation | 61 | 2026 Proxy Statement |

  110. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE FOR 2025

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE FOR 2025 The following table sets forth information concerning unexercised options, stock that has not vested and equity incentive plan awards for each of the Company’s NEOs outstanding as of December 31, 2025. The market value of the shares that have not vested is based on the closing market price of the Company’s Common Stock on December 31, 2025, the last business day of Moody’s 2025 fiscal year, on the NYSE.

  111. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE FOR 2025

    | | Option Awards(1) | | | | | Stock Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) | | Option Exercise Price ($) | Option Grant Date | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | Stock Award Grant Date | | | Exercisable | Unexercisable | | | | | | | | | | Robert Fauber | 4,787 | — | 113.34 | 2/23/2017 | 2/23/2027 | 1,381 | 705,484 | | | 2/17/2022 | | | 5,172 | — | 167.50 | 2/16/2018 | 2/16/2028 | 35,556 | 18,163,783 | | | 2/21/2023 | | | 7,889 | — | 173.58 | 2/25/2019 | 2/25/2029 | 3,725 | 1,902,916 | | | 2/21/2023 | | | 5,401 | — | 215.07 | 11/5/2019 | 11/5/2029 | 5,119 | 2,615,041 | 40,950 | 20,919,308 | 2/20/2024 | | | 9,912 | — | 280.42 | 2/20/2020 | 2/20/2030 | 5,534 | 2,827,044 | 33,202 | 16,961,242 | 2/20/2025 | | | 18,991 | — | 276.84 | 2/22/2021 | 2/22/2031 | | | | | | | | 16,042 | 5,348 | 325.99 | 2/17/2022 | 2/17/2032 | | | | | | | | 11,619 | 11,620 | 295.33 | 2/21/2023 | 2/21/2033 | | | | | | | | 5,309 | 15,930 | 372.16 | 2/20/2024 | 2/20/2034 | | | | | | | | — | 17,344 | 513.21 | 2/20/2025 | 2/20/2035 | | | | | | | Noémie Heuland | — | 2,349 | 391.67 | 5/7/2024 | 5/7/2034 | 765 | 390,800 | 6,128 | 3,130,489 | 5/7/2024 | | | — | 4,336 | 513.21 | 2/20/2025 | 2/20/2035 | 1,383 | 706,506 | 8,300 | 4,240,055 | 2/20/2025 | | Richard Steele | 534 | 179 | 325.99 | 2/17/2022 | 2/17/2032 | 46 | 23,499 | | | 2/17/2022 | | | 317 | 317 | 295.33 | 2/21/2023 | 2/21/2033 | 969 | 495,014 | | | 2/21/2023 | | | 501 | 1,506 | 372.16 | 2/20/2024 | 2/20/2034 | 102 | 52,107 | | | 2/21/2023 | | | — | 2,198 | 513.21 | 2/20/2025 | 2/20/2035 | 339 | 173,178 | 3,870 | 1,976,990 | 2/20/2024 | | | | | | | | 484 | 247,251 | | | 2/20/2024 | | | | | | | | 701 | 358,106 | 4,208 | 2,149,657 | 2/20/2025 | | Michael West | 1,069 | 1,070 | 325.99 | 2/17/2022 | 2/17/2032 | 276 | 140,995 | | | 2/17/2022 | | | — | 2,377 | 295.33 | 2/21/2023 | 2/21/2033 | 7,272 | 3,714,901 | | | 2/21/2023 | | | — | 13,640 | 372.16 | 2/20/2024 | 2/20/2034 | 762 | 389,268 | | | 2/21/2023 | | | 1,463 | 4,390 | 372.16 | 2/20/2024 | 2/20/2034 | 1,411 | 720,809 | 11,703 | 5,978,273 | 2/20/2024 | | | — | 4,275 | 513.21 | 2/20/2025 | 2/20/2035 | 1,364 | 696,799 | 11,286 | 5,765,453 | 2/20/2024 | | | | | | | | | | 8,184 | 4,180,796 | 2/20/2025 | | Stephen Tulenko | — | 1,189 | 325.99 | 2/17/2022 | 2/17/2032 | 6,763 | 3,454,879 | | | 2/21/2023 | | | — | 2,483 | 295.33 | 2/21/2023 | 2/21/2033 | | | 15,058 | 7,692,379 | 2/20/2024 | | | — | 27,279 | 372.16 | 2/20/2024 | 2/20/2034 | | | 6,292 | 3,214,268 | 2/20/2024 | | | — | 4,390 | 372.16 | 2/20/2024 | 2/20/2034 | | | | | |

  112. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE FOR 2025

    | Moody’s Corporation | 62 | 2026 Proxy Statement |

  113. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE FOR 2025

    (1)Option awards, other than those granted in 2024 to Mr. West and Mr. Tulenko as part of the MIS Growth Accelerator Awards and MA Growth Accelerator Awards, respectively, vest and become exercisable in four equal, annual installments beginning on the first anniversary of the date of grant. The larger option awards granted in 2024 to Mr. West and Mr. Tulenko as part of the MIS and MA Growth Accelerator Awards vest 50% on the second anniversary and 50% on the fourth anniversary of the date of grant. Mr. Tulenko qualified to receive standard retirement treatment under the 2001 Stock Incentive Plan, and his outstanding options will continue to vest in accordance with their terms, other than his 2025 grant, which was forfeited. (2)The RSU grants made to the NEOs on February 20, 2025 will vest in four equal installments on March 1, 2026, March 1, 2027, March 1, 2028 and March 1, 2029. The remaining portion of the RSU grant made to Ms Heuland on May 7, 2024 will vest in equal installments on March 1, 2026, March 1, 2027 and March 1, 2028. The remaining portion of the RSU grants made on February 20, 2024 will vest in equal installments on March 1, 2026, March 1, 2027 and March 1, 2028. The remaining portion of the RSU grants made on February 21, 2023 will vest in equal installments on March 1, 2026 and March 1, 2027. The remaining portion of the RSU grants made on February 17, 2022 will vest on March 1, 2026. The performance shares granted to Messrs. Fauber, Steele, Tulenko and West on February 21, 2023 and the Strategic Incentive Award granted to Mr. Steele on February 20, 2024 were earned at the levels shown for the performance period ending December 31, 2025, and vested on March 1, 2026. On account of his age and years of service, Mr. Tulenko was eligible to receive retirement treatment under the 2001 Stock Incentive Plan, and thus, his RSU grants automatically vested upon his resignation from the Company, other than his 2025 grant, which was forfeited. (3)Value is calculated based on the closing price of the Common Stock on December 31, 2025, which was $510.85. (4)Represents performance share awards assuming maximum attainment of performance objectives in accordance with SEC disclosure rules that will pay out subject to the attainment of performance objectives and vesting requirements over a three-year period. The performance shares granted on February 20, 2024 and the performance share award made to Ms Heuland on May 7, 2024 will each vest on March 1, 2027 for the performance period ending December 31, 2026, and the performance shares granted on February 20, 2025 will vest on March 1, 2028 for the performance period ending December 31, 2027. Under the 2001 Stock Incentive Plan, Mr. Tulenko is entitled to a pro rata portion of his 2023 and 2024 performance share awards at the end of the relevant three-year period based on actual performance, subject to discretion of the Compensation & Human Resources Committee to reduce such payout. (5)The performance shares granted on February 20, 2024 to Mr. West as part of the MIS Growth Accelerator Award and any portion due to Mr. Tulenko as part of the MA Growth Accelerator Award will vest on March 1, 2028 for the performance period ending December 31, 2027, based on actual performance, subject to the discretion of the Compensation & Human Resources Committee to reduce such payout.

  114. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE FOR 2025

    | Moody’s Corporation | 63 | 2026 Proxy Statement |

  115. OPTION EXERCISES AND STOCK VESTED TABLE FOR 2025

    OPTION EXERCISES AND STOCK VESTED TABLE FOR 2025 The following table sets forth information concerning the number of shares of Common Stock acquired and the value realized upon the exercise of stock options and the number of shares of Common Stock acquired and the value realized upon vesting of RSU and performance share awards during 2025 for each of the Company’s NEOs on an aggregated basis. In the case of stock options, the value realized is based on the market price of the Company’s Common Stock on the NYSE at the time of exercise and the option exercise price; in the case of RSUs and performance share awards, the value realized is based on the average high and low market price of the Company’s Common Stock on the NYSE on the vesting date.

  116. OPTION EXERCISES AND STOCK VESTED TABLE FOR 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Robert Fauber | 8,499 | 3,185,237 | 9,715 | 5,029,768 | | Noémie Heuland | 783 | 91,204 | 256 | 120,410 | | Richard Steele | 1,457 | 335,404 | 476 | 261,895 | | Michael West | 2,190 | 493,310 | 2,093 | 1,102,421 | | Stephen Tulenko(3) | 8,511 | 1,454,418 | 4,735 | 2,426,009 |

  117. OPTION EXERCISES AND STOCK VESTED TABLE FOR 2025

    (1)The performance shares granted for the 2023-2025 performance period and to Mr. Steele for his Strategic Incentive Award with a performance period ending December 31, 2025 vested on March 1, 2026 and therefore are not reflected in the above table. Such shares are shown in the “Outstanding Equity Awards At Fiscal Year End Table for 2025” above. (2)Includes dividend equivalent amounts that vested in 2025. (3)For Mr. Tulenko, the stock awards include 2,514 vested RSU's with a value of $1,257,314, based on the average of the high and low per market price of the Company's Common Stock of $500.13 on September 2, 2025, the effective date of Mr. Tulenko's resignation, which will had settlement delayed until March 2026 in compliance with the requirements of Section 409A of the Internal Revenue Code.

  118. OPTION EXERCISES AND STOCK VESTED TABLE FOR 2025

    | Moody’s Corporation | 64 | 2026 Proxy Statement |

  119. PENSION BENEFITS TABLE FOR 2025

    PENSION BENEFITS TABLE FOR 2025 The following table sets forth information with respect to each defined benefit pension plan that provides for payments or other benefits to the NEOs at, following, or in connection with retirement.

  120. PENSION BENEFITS TABLE FOR 2025

    | Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit at 12/31/25 ($) | | Robert Fauber | Retirement Account | 19.2500 | 499,088 | | | Pension Benefit Equalization Plan | 19.2500 | 2,238,846 | | Noémie Heuland | Retirement Account | N/A | N/A | | | Pension Benefit Equalization Plan | N/A | N/A | | Richard Steele | Retirement Account | 18.5833 | 493,195 | | | Pension Benefit Equalization Plan | 18.5833 | 511,593 | | Michael West | Retirement Account | N/A | N/A | | | Pension Benefit Equalization Plan | N/A | N/A | | Stephen Tulenko | Retirement Account | 34.2500 | 1,032,715 | | | Pension Benefit Equalization Plan | 34.2500 | 2,384,014(2) |

  121. PENSION BENEFITS TABLE FOR 2025

    (1)The credited service for the Retirement Account and the PBEP is based on service from the date the individual became a participant in the plan. Individuals generally became participants in the applicable plan on the first day of the month coincident with or next following the completion of one year of service. For Mr. Tulenko, the date of participation in the Retirement Account is based on an earlier plan provision that provided for individuals to become participants on the January 1 or July 1 following the completion of one year of service. (2)Pursuant to the terms of the PBEP, Mr. Tulenko will receive payment of his account balance in April 2026. The Company provides retirement benefits to the NEOs under two defined benefit pension plans: the Retirement Account and the PBEP. Both of these pension plans have been closed to new participants since 2008. The Retirement Account is a broad-based, tax-qualified defined benefit pension plan. The PBEP is a non-tax-qualified defined benefit pension plan that restores benefits to participants that cannot be provided under the Retirement Account due to limitations under the federal income tax laws on the provision of benefits under tax-qualified defined benefit pension plans. The Retirement Account, together with the PBEP, has a “cash balance” design that provides retirement income based on a percentage of annual compensation that is credited to a notional account that is then credited with periodic interest credits. The PBEP is intended to comply with the requirements of Section 409A of the Internal Revenue Code and generally provides lump-sum distributions to terminated participants six months following termination from Moody’s. The assumptions made in computing the present value of the accumulated benefits of the NEOs, except as described in the following sentence, are incorporated herein by reference to the discussion of those assumptions under the heading “Pension and Other Retirement Benefits” in the Management’s Discussion and Analysis and Note 13 to the financial statements as contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 18, 2026. The assumed retirement age used in computing the present value of the accumulated benefits of the NEOs was age 65. The material terms in effect in 2025 of the Retirement Account and the PBEP are described below. Future benefit accruals under these plans (if any) are subject to change.

  122. PENSION BENEFITS TABLE FOR 2025

    | Moody’s Corporation | 65 | 2026 Proxy Statement |

  123. NON-QUALIFIED DEFERRED COMPENSATION TABLE (1)

    NON-QUALIFIED DEFERRED COMPENSATION TABLE (1) The following table sets forth information concerning the non-qualified deferred compensation of the NEOs in 2025.

  124. NON-QUALIFIED DEFERRED COMPENSATION TABLE (1)

    | Name | Executive Contributions in Last Fiscal Year ($)(2) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year End ($) | | Robert Fauber | — | — | 72,028 | 505,602 | | Noémie Heuland | — | 70,000 | 5,429 | 76,588 | | Richard Steele | 85,500 | 14,400 | 43,760 | 355,107 | | Michael West | 37,500 | 155,755 | 127,632 | 981,415 | | Stephen Tulenko | — | — | 140,456 | 682,938 |

  125. NON-QUALIFIED DEFERRED COMPENSATION TABLE (1)

    (1)Non-qualified deferred compensation earnings are included in the “Aggregate Earnings in Last Fiscal Year” column of this table. Company contributions to the accounts of the NEOs under the Company’s non-qualified Deferred Compensation Plan also are reflected in the "Vested and Unvested Company Contributions to Defined Contribution Plans" column of the table in footnote (5) to the Summary Compensation Table. Total contributions of $113,392 for Mr. Fauber, $67,500 for Mr. Steele, $281,634 for Mr. West and $125,609 for Mr. Tulenko were reported as compensation in the Company’s Summary Compensation Tables for prior years. (2)Includes all contributions accrued with respect to 2025, including certain amounts credited to the executive's account after fiscal year end.

  126. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The information below reflects the amount of compensation that would become payable to each of the NEOs who were employed as of December 31, 2025 under certain existing plans and arrangements if the executive’s employment had terminated under the specified circumstances or if there had been a change in control, in each case, on December 31, 2025 (the last business day of 2025), given the NEO’s compensation and, if applicable, based on the Company’s closing stock price on that date. These benefits are in addition to benefits that may be available to the executive prior to the occurrence of any termination of employment, including under exercisable stock options held by the executive, and benefits available generally to salaried employees, such as distributions under the Company’s tax-qualified defined contribution plan and distributions of accrued vacation pay. In addition, in connection with any event including or other than those described below, the Company may determine to enter into an agreement or to establish an arrangement providing additional benefits or amounts, or altering the terms of benefits described below, as the Company determines appropriate. For these purposes, a “change in control” is defined as: (i) the date any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of Moody’s Corporation possessing 50% or more of the total voting power of the stock of Moody’s Corporation, (ii) the date a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election, or (iii) the date any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. The actual amounts that would be paid upon the termination of employment of each NEO can be determined only at the time of such executive’s separation from the Company. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be higher or lower than the amounts reported below. Factors that could affect these amounts include the timing during the year of any such event, the Company’s stock price and the NEO’s then current compensation. Mr. Tulenko resigned effective September 2, 2025. As a result of his age and years of service at the Company, Mr. Tulenko was entitled to retirement treatment under certain of the Company's plans, as further described under "Potential Payments Upon Termination or Change in Control—Other Potential Payments Upon Termination of Employment—Stephen Tulenko."

  127. OTHER POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT

    OTHER POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT The Company’s 2001 Stock Incentive Plan and applicable awards agreements thereunder provide for the vesting of outstanding stock options, RSUs and performance shares under certain circumstances as follows:

  128. CEO PAY RATIO

    CEO PAY RATIO

  129. CEO PAY RATIO

    | The Company believes that its compensation practices should motivate its employees to create stockholder value. The Compensation & Human Resources Committee reviewed a comparison of the 2025 CEO pay to the pay of the median compensated employee. | 146:1 CEO Pay Ratio |

  130. CEO PAY RATIO

    For 2025: •The annual total compensation of the median compensated employee was $123,561; •The annual total compensation of the CEO, as reported in the Summary Compensation Table, was $18,082,565; and •Based on this information, for 2025, the ratio of the annual total compensation of the CEO to the annual total compensation of the median compensated employee was 146:1. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect the employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described below. To identify the median employee as well as determine annual total compensation for the median employee, the methodology and the material assumptions, adjustments and estimates that were used are as follows: •As permitted by the SEC, the Company used an employee with substantially similar compensation in 2024 to the median employee identified for determining its 2024 CEO pay ratio, as the employee previously identified left the Company prior to December 31, 2025. The Company determined that there had not been any changes to its employee population or compensation programs that would significantly impact the pay ratio disclosure for 2025. •The Company considered the compensation of all Moody’s employees who were employed based on the Company’s internal records as of December 31, 2024. •To identify the Company’s substitute median employee, the Company considered each employee’s: (i) base salary as of December 31, 2024; (ii) actual cash incentive paid in respect of services provided in 2024; and (iii) commissions paid during 2024. •To calculate the annual total compensation of the substitute “median employee,” the elements of such employee’s compensation for 2025 were identified and calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. •With respect to the annual total compensation of the CEO, the amount reported in the “Total” column of the Summary Compensation Table on page 58 of this Proxy Statement was used.

  131. CEO PAY RATIO

    | Moody’s Corporation | 73 | 2026 Proxy Statement |

  132. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As discussed in the Compensation Discussion and Analysis above, the Compensation & Human Resources Committee has implemented an executive compensation program designed to link a substantial portion of each executive’s realized compensation to the achievement of Moody’s financial and operational objectives and to the individual executive’s performance as well as to align executives’ pay with changes in the value of stockholders’ investments. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between compensation of the Company’s NEOs and the Company’s performance.

  133. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to CEO ($)(1)(2) | Average Summary Compensation Total for Other NEOs ($)(3) | Average Compensation Actually Paid to Other NEOs ($)(1)(3) | Value of Initial Fixed $100 Investment Based On: | | | | | | | | | | Moody’s Cumulative TSR ($) | Russell 3000 Financial Services Index Cumulative TSR ($) | Net Income ($millions) | MCO EPS for Compensation Purposes ($)(4) | | 2025 | 18,082,565 | 26,294,538 | 4,959,348 | 5,415,758 | 183 | 216 | 2,461 | 14.94 | | 2024 | 16,966,442 | 35,252,457 | 7,127,703 | 9,311,638 | 169 | 187 | 2,058 | 12.47 | | 2023 | 14,387,659 | 23,499,543 | 2,887,540 | 2,635,366 | 138 | 144 | 1,607 | 9.90 | | 2022 | 11,619,773 | (4,692,319) | 3,186,695 | (1,700,521) | 98 | 118 | 1,374 | 8.57 | | 2021 | 9,750,157 | 21,584,082 | 3,056,066 | 7,117,461 | 136 | 138 | 2,214 | 12.29 |

  134. PAY VERSUS PERFORMANCE

    (1)For each year, “Compensation Actually Paid” reflects the Summary Compensation Table (SCT) total for the CEO, and the average SCT total for the other NEOs, adjusted in accordance with SEC rules, as shown below for 2025. Information on adjustments for prior years are included in our 2024 and 2025 Proxy Statements. As a result, “Compensation Actually Paid” does not reflect the value that was or may actually be realized by the NEOs. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values of RSUs did not materially differ from those disclosed at the time of the grant. In calculating the year-over-year change in the value of unvested option awards as well as the change in value to mid-year vesting dates, options were valued at each measurement date using a lattice model with the following inputs. •Stock price: based on the closing stock price on the measurement date. If a mid-year vesting date was not a trading day, the first trading day following the vesting date was used as the measurement date. If a fiscal year-end date was not a trading day (e.g., December 31, 2023), the most recent trading day prior to the fiscal year-end date was used (e.g., December 29, 2023). •Expected life: based on the original expected life established at grant date, as used for financial reporting purposes, with adjustments to reflect the amount by which the options were in-the-money / out-of-the-money on the relevant measurement date. •Stock price volatility: based on historical volatility for a trailing term to match the remaining contractual term as of each measurement date. •Risk-free rate: based on an interpolated U.S. Constant Maturity Treasury yield as of each measurement date. •Dividend yield: based on the yield as of each measurement date. In valuing performance share awards, we calculated the fair value of unearned or earned but unvested awards, based on probable and/or final payout factors, as of the relevant measurement date. (2)The amounts deducted and added in calculating the “Compensation Actually Paid” for Mr. Fauber for 2025 and for 2024, which reflects the correction of an inadvertent scrivener's error on his 2024 pension service cost, are as follows:

  135. PAY VERSUS PERFORMANCE

    | Moody’s Corporation | 74 | 2026 Proxy Statement |

  136. PAY VERSUS PERFORMANCE

    | | 2025 ($) | 2024 ($) | | Reported SCT Total Compensation | 18,082,565 | 16,966,442 | | Subtract: Equity Award Values Reported in the SCT | (14,199,983) | (12,699,940) | | Add: Year End Fair Value of Equity Awards Granted in the Year | 15,556,905 | 21,059,622 | | Add/Subtract: Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | 6,375,878 | 10,074,983 | | Add/Subtract: Change in Fair Value From Prior Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | 786,012 | (104,277) | | Subtract: Pension Values Reported in the SCT | (514,370) | (240,561) | | Add: Pension Service Cost Attributable to Year | 207,531 | 196,188 | | Compensation Actually Paid | 26,294,538 | 35,252,457 |

  137. PAY VERSUS PERFORMANCE

    (3)For 2025, other NEOs include Messrs. Steele, West and Tulenko, and Ms Heuland. For 2024, other NEOs include Messrs. Steele, Tulenko and West, and Ms Heuland and Ms Sullivan. For 2023, other NEOs include Messrs. Kaye, Goggins, Steele, Tulenko and West and Ms Sullivan. For 2022 and 2021, other NEOs include Messrs. Kaye, Goggins, Tulenko and West. The amounts deducted and added in calculating the average “Compensation Actually Paid” for the other NEOs for 2025 and for 2024, which reflects the correction of an inadvertent error calculating the average value of their outstanding equity awards as of the end of 2024, are as follows:

  138. PAY VERSUS PERFORMANCE

    | | 2025 ($) | 2024 ($) | | Average Reported SCT Total Compensation | 4,959,348 | 7,127,703 | | Subtract: Average Equity Award Values Reported in the SCT | (3,087,325) | (5,205,278) | | Add: Average Year End Fair Value of Equity Awards Granted in the Year | 2,423,712 | 6,411,982 | | Add/Subtract: Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | 1,637,474 | 1,007,983 | | Add/Subtract: Average Change in Fair Value From Prior Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | 177,611 | (10,021) | | Subtract: Fair Value of Equity Compensation Forfeited in Current Fiscal Year Determined at End of Prior Fiscal Year | (561,100) | — | | Subtract: Average Pension Values Reported in the SCT | (181,666) | (54,252) | | Add: Average Pension Service Cost Attributable to Year | 47,704 | 33,521 | | Average Compensation Actually Paid | 5,415,758 | 9,311,638 |

  139. PAY VERSUS PERFORMANCE

    (4)MCO EPS for Compensation Purposes is the Company’s adjusted diluted EPS. The Company selected MCO EPS for Compensation Purposes as the company-selected measure because, as the main metric in the performance share program, it is the most important financial performance metric for executive compensation purposes. Refer to the Company’s Annual Reports on Form 10-K filed in respect of the years ended December 31, 2021, December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025, for a reconciliation of diluted EPS to adjusted diluted EPS for each year shown. As illustrated in the table above and the charts below, the “Compensation Actually Paid” (calculated as required under SEC rules) for the Company’s NEOs over the past five fiscal years has directionally aligned with the Company’s TSR, net income and MCO EPS for Compensation Purposes. For 2022, “Compensation Actually Paid” is a negative number for both Mr. Fauber and the average of the other NEOs. Principally this reflects the impact of the change in Moody’s share price between December 31, 2021, and December 31, 2022 as well as updates to the anticipated performance share payout factors between fiscal year-ends.

  140. PAY VERSUS PERFORMANCE

    | Moody’s Corporation | 75 | 2026 Proxy Statement |

  141. PAY VERSUS PERFORMANCE

    Along with Compensation Actually Paid, the chart below outlines our one-year, two-year, three-year, four-year and five-year TSR as compared to the one-year, two-year, three-year, four-year and five-year TSR of the Russell 3000 Financial Services Index. In each case, TSR is measured starting from December 31, 2021: The chart below illustrates the relationship between Compensation Actually Paid and Moody’s net income.

  142. PAY VERSUS PERFORMANCE

    | Moody’s Corporation | 76 | 2026 Proxy Statement |

  143. PAY VERSUS PERFORMANCE

    The chart below illustrates the relationship between Compensation Actually Paid and MCO EPS for Compensation Purposes. (1)Reflects Moody’s “MCO EPS For Compensation Purposes” Moody’s Compensation Actually Paid is impacted by the Company’s TSR in that 81% of Mr. Fauber’s target total compensation and 63% for the other NEOs in 2025, on average is in equity-based compensation, including stock options, RSUs, and performance shares, which increase or decrease in value with the performance of the Company’s stock price. In addition, Moody’s earnings performance, as measured with respect to MCO EPS for Compensation Purposes performance goals is the most heavily weighted of several performance measures that determine incentive compensation payouts for the performance share awards granted under the long-term equity incentive compensation program. Moody’s incentive compensation is not currently determined based on TSR performance relative to a peer group or market index. Net Income is not directly included in any of our incentive plans, but it is related to MCO EPS for Compensation Purposes, which is the primary measure in the performance share program. The Compensation & Human Resources Committee carefully monitors and selects the performance metrics used under Moody’s executive compensation programs each year. Set forth below are those metrics that the Company believes represent the most important performance measures used to link Compensation Actually Paid to the NEOs to Company performance for 2025. Together, these metrics represent a balance of financial and operational factors that Moody’s considers to be key to its business success.

  144. PAY VERSUS PERFORMANCE

    | Performance Measure | | MIS Operating Income | | MA Operating Income | | MA ARR | | MCO EPS for Compensation Purposes | | MA Cumulative Revenue | | MIS Ratings Performance |

  145. PAY VERSUS PERFORMANCE

    | Moody’s Corporation | 77 | 2026 Proxy Statement |