DEF 14A of S&P Global Inc., Mar 31, 2026

DEF 14A of S&P Global Inc.

Filed Mar 31, 2026 · FY20250001104659-26-037380

Open on EDGAR

  1. Notice of Annual Meeting of Shareholders To Be Held Wednesday, May 20, 2026

    | Outstanding Equity Awards at 2025 Fiscal Year-End Table | 78 | | Option Exercises and Stock Vested in 2025 Table | 80 | | 2025 Pension Benefits Table | 81 | | 2025 Non-Qualified Deferred Compensation Table | 83 | | Potential Payments Upon Termination or Change-in-Control | 84 | | CEO Pay Ratio | 90 | | Pay Versus Performance | 92 | | Director Compensation | 96 | | 2025 Director Compensation Table | 96 | | Director Compensation and Governance | 97 | | Ownership of Company Stock | 100 | | Company Stock Ownership of Management | 100 | | Company Stock Ownership of Certain Beneficial Owners | 101 | | Delinquent Section 16(a) Reports | 101 | | Item 3. Proposal to Ratify the Appointment of the Company’s Independent Auditor | 102 | | Audit Committee Matters | 103 | | Annual Evaluation of the Independent Auditor | 103 | | Appointment of the Independent Auditor | 104 | | Fees to the Independent Auditor | 105 | | Pre-Approval Policies and Procedures | 105 | | Audit Committee Report | 106 | | Item 4. Shareholder Proposal #1 | 107 | | Shareholder Proposal (As Received) | 107 | | Directors’ Statement in Opposition | 108 | | Item 5. Shareholder Proposal #2 | 109 | | Shareholder Proposal (As Received) | 109 | | Directors’ Statement in Opposition | 110 | | 2026 Annual Meeting Information | 112 | | Appendix A | 118 |

  2. Item 1. Election of Directors

    Item 1. Election of Directors The Company’s business and affairs are overseen by our Board of Directors (the “Board”) pursuant to the New York Business Corporation Law and our Amended and Restated Certificate of Incorporation and By-Laws. We currently have 11 Directors, all of whom, with the exception of William Green, are being nominated at this Annual Meeting for one-year terms, which will expire at the Annual Meeting in 2027 (See Item 1 on page 6). William Green is not standing for re-election and will retire from the Board at the 2026 Annual Meeting.

  3. ITEM 1. ELECTION OF DIRECTORS

    ITEM 1. ELECTION OF DIRECTORS The persons listed below, each of whom is currently a Director of the Company, have been nominated by the Board, on the recommendation of the Nominating and Corporate Governance Committee (the “Nominating Committee”), for election to a one-year term of office that will expire at the next Annual Meeting or until their successors are elected and qualified or until their earlier resignation or removal. Each nominee listed below has agreed to serve his or her respective term. If any Director is unable to stand for election, the individuals named as the proxies have the right to designate a substitute, in which case, shares represented by proxies may be voted for a substitute Director, or the Board may reduce its size. Your Board of Directors recommends that you vote FOR each of the following Director Nominees: •

  4. New Director Nominees

    New Director Nominees As part of a proactive and strategic Board succession planning process designed to ensure our Directors retain the right balance of skills and expertise to support the future direction of the Company following four Director retirements at the 2025 Annual Meeting, the Board recently appointed two new Directors. Hubert Joly joined the Board, effective January 2, 2026, possessing extensive experience and qualifications in key strategic and priority areas for the Board, including CEO-level leadership, global operating experience, and demonstrated capability leading organizations through transformation and change. Mr. Joly is the former Chair and Chief Executive Officer of Best Buy Co., Inc. and previously served as President and CEO of Carlson, a global hospitality and travel company, and he is now a senior lecturer at Harvard Business School. The Board believes Mr. Joly will contribute valuable insight and perspective on executive leadership, strategy execution, and organizational change, together with a global outlook shaped by leadership roles in large, complex multinational businesses and ongoing engagement with business leadership and talent development. Mr. Joly serves on the Board’s Audit and Compensation Committees. Mr. Joly was recommended to the Nominating Committee by internal referral as well as external search firm, Heidrick & Struggles. Robert Moritz joined the Board, effective February 1, 2026, bringing extensive experience and qualifications in key strategic and priority areas for the Board, including executive leadership, significant finance, accounting, and audit expertise, along with a global perspective developed over more than four decades advising organizations across the financial services, banking, and capital markets sectors. Most recently, Mr. Moritz served as global Chairman of PricewaterhouseCoopers LLC (“PwC”), where he led the firm’s global leadership teams, setting strategy and elevating PwC’s brand among clients and stakeholders. The Board believes Mr. Moritz will contribute valuable insight and perspective on finance and accounting, audit and assurance, and global enterprise risk, informed by his leadership of a global professional services organization serving complex, multinational clients. Mr. Moritz serves on the Board’s Audit and Nominating Committees. Mr. Moritz was recommended to the Nominating Committee by internal referral as well as external search firm, Heidrick & Struggles. The Board believes that, taken together, Mr. Joly and Mr. Moritz will enhance the Board’s overall mix of skills and experience by adding significant accounting and audit expertise, strong financial oversight experience, and seasoned global executive leadership to support the Board’s oversight of S&P Global’s strategy and risk management as the Company continues to operate in a rapidly evolving global environment.

  5. Shareholder Recommendations and Nominations of Director Candidates

    Shareholder Recommendations and Nominations of Director Candidates Candidates may come to the Committee’s attention through recommendations from current Board members, senior management, professional search firms, shareholders or other sources. The Committee will consider Director candidates recommended by shareholders and evaluates shareholder candidates based on the same selection criteria it uses for other Director candidates. Shareholder recommendations may be sent to the Corporate Secretary, c/o Office of the General Counsel, S&P Global Inc., 55 Water Street, New York, New York 10041-0003 by mail or by sending an e-mail to the Corporate Secretary at corporate.secretary@spglobal.com. Shareholder nominations should be addressed in the manner and by the deadlines described on page 115 of this Proxy Statement.

  6. Director Training and Education

    Director Training and Education New Directors participate in a comprehensive orientation to introduce them to the Company and key members of management, providing information regarding our business operations and strategy. In addition, newly appointed Committee Chairs and the independent Board Chair also receive onboarding and orientation training to facilitate their transition and assumption of new roles and responsibilities. The Nominating Committee periodically reviews these onboarding and orientation programs, including by soliciting feedback from Directors who recently participated in the onboarding programs, and coordinates with the Corporate Secretary and management on the program design and the implementation of recommended future enhancements. To enhance their understanding of the Company’s business, Directors also participate in meetings at our various offices across the globe where they interact directly with local personnel responsible for day-to-day operations. These activities ensure that our Board members remain knowledgeable and informed of the most important business issues facing our Company and have deeper access to talent. Most recently, to help keep directors well informed on the evolving technology landscape, we have provided dedicated trainings on generative AI, partnering with Accenture to support upskilling and tailored content for Directors, accompanied by hands-on workshop sessions using our in-house AI tool, Spark Assist. We also arrange regular updates from management, briefings from external speakers and consultants, and visits with customers and other industry thought leaders. Throughout their tenure, Directors are encouraged to enroll in educational and training programs. In addition, the full Board receives regular management updates on industry and corporate governance developments affecting the Company and conducts a dedicated and in-depth strategy session at least annually to discuss the most critical strategic issues, opportunities and challenges facing the Company.

  7. Director Skills, Qualifications and Experience

    Director Skills, Qualifications and Experience The Nominating Committee has reviewed with the Board the specific experience, qualifications, attributes and skills of each Director nominee standing for election at this Annual Meeting. The Committee has concluded that each Director nominee has the appropriate skills and qualifications required of Board membership and that each possesses an in-depth knowledge of the Company’s complex global businesses and strategy.

  8. Director Skills Matrix

    Director Skills Matrix The following table describes key experience and expertise that our Director nominees collectively possess and that we consider most relevant to the decision to nominate candidates to serve on the Board. A mark in the Director skills matrix below indicates a specific or specialized area of focus or expertise that each Director nominee brings to the Board. Not having a mark does not mean the Director does not possess that qualification or skill. Additional information regarding the experience and key competencies of each individual Director nominee, as reviewed and considered by the Committee, is provided on pages 19 through 24 of this Proxy Statement.

  9. Director Nominees

    Director Nominees Our Board has nominated the following ten Director nominees to stand for election at the Annual Meeting to serve one-year terms that will expire at the 2027 Annual Meeting. All nominees are currently serving as Directors of the Company and, with the exception of Hubert Joly and Robert Moritz, have been previously elected by our shareholders. William Green, a current director, is not standing for reelection. Set forth below is information regarding each of the ten Director nominees. Please see pages 112 through 117 of this Proxy Statement for voting information. For each Director nominee’s biography, we have highlighted certain notable skills and qualifications that the Nominating Committee reviewed and considered when recommending the Director nominee. Committee membership is identified for appointments held as of February 1, 2026.

  10. Director Nominees

    | | Marco Alverà, 50 (E) | | | | Independent Director Since 2017 | Committees: Finance (Chair), Executive, Audit Other Current Listed Company Directorships: None Recent Former Public Company Directorships: Snam, s.p.A. | | | | | | Career Highlights Marco Alverà is Group Chief Executive Officer of Tree Energy Solutions, an LNG and new energy company, since June 2022 and Co-Founder of Zhero. Previously, he served as Chief Executive Officer of Snam S.p.A., Europe’s leading natural gas utility, from 2016 to 2022. Prior to joining Snam in 2016, Mr. Alverà held a number of senior management and operational leadership positions at Eni S.p.A., among them, Head of Eni’s commodities trading and shipping business, and Senior EVP of Upstream business. He has participated in the upstream, midstream and downstream aspects of the oil and gas industry. Prior to Eni S.p.A., Mr. Alverà served as Head of Group Strategy at Enel S.p.A., a multinational power company functioning in the gas and electricity sectors, particularly in Europe and Latin America. He also served as Chief Financial Officer of Wind Telecomunicazioni S.p.A. and co-founded Netesi, Italy’s first broadband ADSL company. Mr. Alverà started his career in M&A at Goldman Sachs. Other Professional Experience and Community Involvement Mr. Alverà sits on the board of the Cini Foundation in Venice. He is a co-founder of the Kenta Foundation and co-founder and CEO of Zhero, since 2022. Mr. Alverà wrote the books “Generation H” (Mondadori), “The Hydrogen Revolution” (Basics Book), and “Zhero” (Salani editori). He was a visiting fellow at Oxford University and is a frequent speaker and lecturer on business, sustainability, and energy markets. | | |

  11. Director Nominees

    | | Martina Cheung, 50 | President and Chief Executive Officer | | | | Director Since 2024 | Committees: Executive Other Current Listed Company Directorships: None | | | | | | Career Highlights Martina Cheung is President, CEO, and a member of the Board of Directors of S&P Global. Previously, Ms. Cheung was President of S&P Global Ratings and served as the Executive Lead of S&P Global Sustainable1. Earlier, she was President of S&P Global Market Intelligence. Ms. Cheung joined the Company in 2010 as Vice President of Operations for S&P Global Ratings and went on to serve as S&P Global’s Chief Strategy Officer. She also was Head of Risk Services for S&P Global Market Intelligence. Prior to joining S&P Global, Ms. Cheung worked for Accenture’s Financial Services Strategy group and later as a Partner at Mitchell Madison Consulting. Other Professional Experience and Community Involvement Ms. Cheung was named one of the Most Powerful Women in Finance by American Banker and included on the list of Influential Women in Institutional Investing by Pensions & Investments in 2024. Also in 2024, INvolve named her to its 100 Empower Executives list for the second consecutive year. Ms. Cheung received the Merit Award from The Women’s Bond Club in 2022. In addition, she was honored at the 2022 Ascend A-List Awards for advancing Pan-Asian professionals, and she was inducted into the Academy of Women Leaders by the YWCA New York City in 2016. Ms. Cheung is a member of the Council on Foreign Relations, the Economic Club of New York, and served on the U.S. Commodity Futures Trading Commission’s (CFTC) subcommittee on Climate-Related Market Risk. Ms. Cheung was a member of the Board of CRISIL, a global analytics company and India’s leading credit ratings agency. She holds a bachelor’s degree in commerce and a master’s degree in business studies from National University of Ireland, Galway. | | |

  12. Director Nominees

    | | Jacques Esculier, 66 (E) | | | | Independent Director Since 2022 | Committees: Audit, Finance Other Current Listed Company Directorships: None Recent Former Public Company Directorships: Daimler Truck Holding AG; WABCO Holdings Inc. | | | | | | Career Highlights Mr. Esculier served as Chief Executive Officer and Director of WABCO Holdings Inc. from July 2007 until his retirement in May 2020 when the company was acquired. From May 2009 until his retirement, he also served as Chairman of the Board of WABCO Holdings. Prior to July 2007, Mr. Esculier served as Vice President of American Standard Companies Inc. and President of its Vehicle Control Systems business, a position he had held since January 2004. Prior to holding that position, Mr. Esculier served in the capacity of Business Leader for American Standard’s Trane Commercial Systems’ Europe, Middle East, Africa, India & Asia Region from 2002 through January 2004. Prior to joining American Standard in 2002, Mr. Esculier spent more than six years in leadership positions at AlliedSignal/Honeywell Aerospace. He was Vice President and General Manager of Environmental Control and Power Systems Enterprise based in Los Angeles and Vice President of Aftermarket Services- Asia Pacific based in Singapore. Mr. Esculier was a member of the board of directors of Pentair PLC from 2014 until May 2020. Other Professional Experience and Community Involvement Mr. Esculier was awarded the U.S. Army Commander’s Award for Civilian Service related to work on helicopters of NASA. Mr. Esculier holds a Master of Science in General Sciences from Ecole Polytechnique de Paris, a Master of Science in Aerospace from Institut Superieur de l’Aeronautique et de l’Espace and an MBA from INSEAD. | | |

  13. Director Nominees

    | | Stephanie Hill, 61 | | | | Independent Director Since 2017 | Committees: Compensation (Chair), Executive, Nominating Other Current Listed Company Directorships: None | | | | | | Career Highlights Ms. Hill is President, Rotary and Mission Systems, of Lockheed Martin. Since joining Lockheed Martin in 1987 as a software engineer, Ms. Hill has held positions of increasing responsibility including: Executive Vice President, Senior Vice President, Enterprise Business Transformation; Deputy Executive Vice President of RMS; Senior Vice President, Corporate Strategy and Business Development; Vice President & General Manager of Cyber, Ships & Advanced Technologies; Vice President & General Manager of Information Systems & Global Solutions Civil business; Vice President of Corporate Internal Audit; and Vice President & General Manager of the Electronic Systems Mission Systems & Sensors business. Other Professional Experience and Community Involvement Ms. Hill has been recognized for her career achievements and community outreach, especially in the advancement of STEM education. She was listed among Savoy Magazine’s 2020 Most Influential Black Executives in Corporate America; Black Enterprise’s 2019 Most Powerful Women in Corporate America; EBONY Magazine’s Power 100; and Computerworld’s Premier 100 IT Leaders. Ms. Hill was named as the U.S. Black Engineer of the Year by Career Communications Group in 2014 and was honored by The World Trade Center Institute in 2015 with their Maryland International Business Leadership Award. In 2013, she received the Corporate Heroine in Technology Award from the March of Dimes and the Armed Forces Communications and Electronics Association. Deeply committed to the development of others, Ms. Hill serves as a mentor to many students and professionals. Ms. Hill graduated with high honors from the University of Maryland, Baltimore County with a Bachelor of Science degree in computer science and economics. She received an honorary doctorate from the university in 2017. | | |

  14. Director Nominees

    | | Rebecca Jacoby, 64 | | | | Independent Director Since 2014 | Committees: Audit (Chair), Executive, Finance Other Current Listed Company Directorships: None Recent Former Public Company Directorships: Quantum Corporation | | | | | | Career Highlights Ms. Jacoby was Senior Vice President, Operations of Cisco Systems, Inc., a worldwide leader in IT networking, until her retirement in January 2018. She was promoted to the role in July 2015 and was responsible for driving profitable growth and enabling operational excellence. She oversaw the supply chain, global business services, security and trust, and IT organizations. In her former role as Cisco’s CIO from 2006 to 2015, she made the Cisco IT organization a strategic business partner, producing significant business value for Cisco in the form of financial performance, customer satisfaction and loyalty, market share, and productivity. Since joining Cisco in 1995, she held a variety of leadership roles in operations, manufacturing and IT. Prior to joining Cisco, she held a range of planning and operations positions with other companies in Silicon Valley. Her extensive understanding of business operations, infrastructure and application deployments, as well as her knowledge of products, software and services helped her advance Cisco’s business through the use of Cisco technology. Since 2019, she serves on the Advisory Board of ParkourSC, a provider of IoT tracking solutions creating continuous visibility into the location, condition and context of material goods and assets. Ms. Jacoby formerly served on the Board of Apptio, Inc., which provides cloud-based technology business management solutions to enterprises, from 2018 until its acquisition by Vista Equity Partners in January of 2019, as well as the Board of Quantum Corporation, which provides technology and services to help customers capture, create and share digital content, from 2019 to 2023. Other Professional Experience and Community Involvement Ms. Jacoby spent six years on the board of the Second Harvest Food Bank of Santa Clara and San Mateo Counties and is a founding member of the Technology Business Management Council. Known for her strong track record of operational excellence, innovative problem solving and talent development, she was inducted into the CIO Hall of Fame by CIO magazine and was recognized by Forbes as a “Superstar CIO” in 2012. | | |

  15. Director Nominees

    | | Hubert Joly, 66 (E) | | | | Independent Director Since 2026 | Committees: Audit, Compensation Other Current Listed Company Directorships: Johnson & Johnson Recent Former Public Company Directorships: Ralph Lauren Corporation; Best Buy Co., Inc. | | | | | | Career Highlights Mr. Joly is the former Chairman and Chief Executive Officer of Best Buy Co., Inc., where he served from 2012 to 2020. Mr. Joly is also currently a member of the Board of Directors of Johnson & Johnson, a senior lecturer at Harvard Business School, and a member of the board of trustees of the New York Public Library. Previously, he served as President and Chief Executive Officer of Carlson from 2008 to 2012, after he joined Carlson in 2004 as President and Chief Executive Officer of Carlson Wagonlit Travel. He also previously served as Executive Vice President, American Assets of Vivendi Universal from 2002 to 2004 and in various other positions at Vivendi Universal since 1999. Other Professional Experience and Community Involvement Mr. Joly previously served on the boards of Ralph Lauren Corporation, Carlson, The Rezidor Hotel Group, The Minneapolis Institute of Arts, and the World Travel and Tourism Council. | | |

  16. Director Nominees

    (E) — Audit Committee Financial Expert

  17. Director Nominees

    | | Ian Livingston, 61 | | | | Independent Director Since 2020 | Committees: Compensation, Executive (Chair), Nominating Other Current Listed Company Directorships: National Grid plc Recent Former Public Company Directorships: Currys plc | | | | | | Career Highlights Ian Livingston (Lord Livingston of Parkhead) was CEO of BT Group plc, the UK telecommunications provider, from 2008-2013, and Minister for Trade and Investment, responsible for UK trade and inward investment, from 2013-2015. He is also a Senior Independent Director of National Grid plc, one of the world’s largest publicly listed utilities, as well as a Non Executive Chair of the Business Growth Fund, a major investor in growth businesses in UK and Ireland. He was previously Chairman of Currys plc, one of Europe’s largest retailers of consumer electronics and the FTSE 250 fund manager, Man Group plc. He has also been CFO of BT Group plc and Dixons Group plc, at the time being the youngest CFO in the FTSE 100. Other non-executive experience includes Non-Executive Director and Chair of Audit Committee of the luxury hotels group, Belmond Ltd and Celtic plc. Other Professional Experience and Community Involvement Lord Livingston is also a member of the House of Lords in the UK Parliament. | | |

  18. Director Nominees

    | | Robert Moritz, 62 (E) | | | | Independent Director Since 2026 | Committees: Audit, Nominating Other Current Listed Company Directorships: Walmart Inc.; Northern Trust Corp. | | | | | | Career Highlights Robert Moritz was the Global Chairman of PricewaterhouseCoopers LLP (“PwC”), where he served from 2016 to 2024. Mr. Moritz is currently a member of the Board of Directors of Walmart, where he sits on the Audit and Technology & eCommerce Committees, and Northern Trust Corporation, where he sits on the Audit and Human Capital & Compensation Committees. In his role as Global Chairman of PwC from 2016-2024, Mr. Moritz led the international network’s leadership teams, set strategy and enhanced the brand of PwC through quality service to their stakeholders. Mr. Moritz spent 39 years with PwC, joining in 1985 and becoming a partner in 1995. He has an audit and assurance background, primarily dealing with financial services, banking and capital markets clients. During the course of his career, Mr. Moritz spent three years with PwC Japan, working with European and U.S.-based financial services companies operating in Asia. Prior to taking on the global role, Mr. Moritz led the U.S. firm of PwC as its Chairman and Senior Partner for seven years. Other Professional Experience and Community Involvement In addition to spending a career focused on the principles of shared value, Mr. Moritz holds several not-for-profit board seats, including Generation Unlimited and SUNY-Oswego College Foundation, his alma mater. | | |

  19. Director Nominees

    (E) — Audit Committee Financial Expert

  20. Director Nominees

    | | Maria Morris, 63 | | | | Independent Director Since 2016 | Committees: Nominating (Chair), Executive, Finance Other Current Listed Company Directorships: Allstate Corporation; Wells Fargo & Company | | | | | | Career Highlights Ms. Morris served on MetLife’s Executive Group for almost a decade (retired September 2017), holding numerous senior leadership positions throughout her 33-year career. From 2011 through her retirement, she was Executive Vice President, MetLife, Inc. and led the company’s Global Employee Benefits (GEB) business. In her role leading MetLife’s GEB business since 2012, she was responsible for expanding MetLife’s employee benefits business in more than 40 countries, broadening relationships and fueling growth across the globe via local solutions and partnerships with multinational corporations, as well as through distribution relationships with financial institutions. She also served as the interim Head of MetLife’s U.S. Business from January 2016 to June 2017, where she was responsible for approximately 60% of MetLife’s operating earnings, post separation of its retail business. She served as MetLife’s Interim Chief Marketing Officer in 2014, where she continued to strengthen MetLife’s brand across the globe. From 2008 to 2011, she led Global Technology and Operations, where she managed a $1.6 billion IT portfolio and a $2.5 billion procurement and real estate budget. She also oversaw the integration of MetLife’s $16.4 billion acquisition of American Life Insurance Company (Alico). Other Professional Experience and Community Involvement Ms. Morris presently sits on the Board of Wells Fargo & Company where she chairs the Risk Committee. She is also a Board member of Allstate and privately-held Resolution Life, where she chairs the Compensation Committee. Ms. Morris is the Chair of Catholic Charities of NY and the Chair of the Board of Directors of Helen Keller International. | | |

  21. Director Nominees

    | | Gregory Washington, 60 | | | | Independent Director Since 2021 | Committees: Audit, Compensation Other Current Listed Company Directorships: None | | | | | | Career Highlights Dr. Washington is the President of George Mason University, Virginia’s largest and most diverse public research university. He is the former dean of the Henry Samueli School of Engineering at the University of California, Irving (UCI) and former interim dean of the College of Engineering at Ohio State University. Dr. Washington launched his academic career in 1995 as an assistant professor in the Department of Mechanical and Aerospace Engineering in the College of Engineering at Ohio State University. He became an associate professor in 2000 and a professor in 2004. He began serving as the college’s associate dean for research in 2005 and also led the university’s Institute for Energy and the Environment. From 2008 to 2011, Dr. Washington served as interim dean of the Ohio State engineering school, one of the largest in the country. Dr. Washington has conducted research for NSF, NASA, General Motors, the Air Force Research Laboratory, and the U.S. Army Research Office, among others. He has served as a member of the U.S. Air Force Scientific Advisory Board, NSF Engineering Advisory Committee, Institute for Defense Analyses, the Octane Board of Directors and other boards. Dr. Washington also is past chair of the Engineering Deans Council of the American Society for Engineering Education and a Fellow of the American Society of Mechanical Engineers. He previously served on the board of directors for Algaeventure Systems Inc. and EWI Inc. Other Professional Experience and Community Involvement Dr. Washington sits on the Board of WGL, one of the oldest utilities in the country. Dr. Washington also sits on the Board of Trustees of Internet2, a nonprofit organization that provides cloud solutions and research support services for higher education, research institutions, government, and cultural organizations. Dr. Washington earned his bachelor’s and master’s degrees and his PhD, all in mechanical engineering, at North Carolina State University. | | |

  22. EXECUTIVE COMPENSATION MATTERS COMPENSATION DISCUSSION AND ANALYSIS

    | | I. EXECUTIVE SUMMARY AND 2025 FINANCIAL PERFORMANCE | | | | 2025 Named Executive Officers | 32 | | | Compensation Philosophy | 32 | | | Financial Performance Highlights | 33 | | | Pay-for-Performance Overview | 36 | | | Say-on-Pay | 36 | | | Shareholder Outreach | 37 | | | Shareholder Feedback | 37 | | | History of Executive Compensation Program Changes | 39 | | | Overview of Key Best Practices | 40 | | | II. COMPENSATION FRAMEWORK | | | | Compensation Objectives | 41 | | | Pay Mix | 41 | | | Overview of Pay Elements | 42 | | | III. ASSESSING PERFORMANCE AND DETERMINING COMPENSATION | | | | Roles and Responsibilities | 43 | | | Setting Compensation | 44 | | | IV. CEO AND NEO COMPENSATION | | | | 2025 Financial Performance and NEO Compensation Decisions | 47 | | | CEO Variable Pay Decisions | 49 | | | Other NEO Variable Pay Decisions | 50 | | | Base Salaries | 55 | | | Short-Term Annual Incentive Plan | 56 | | | Long-Term Incentive Program | 63 | | | Benefits and Perquisites | 67 | | | V. RISK MANAGEMENT AND GOVERNANCE FEATURES | | | | Severance Benefits (Regular and Change-in-Control) | 69 | | | Stock Ownership Guidelines | 70 | | | Risk and Control | 70 | | | Pay Recovery (Clawback) Policies | 70 | | | Insider Trading Policies and Prohibition on Hedging and Pledging | 71 | | | Employment Agreements and Other NEO Arrangements | 71 | | | Tax and Accounting Considerations | 71 | | | Compensation Committee Report | 72 |

  23. Total Shareholder Return

    Total Shareholder Return In 2025, our total shareholder return was approximately 6%, which was slightly above the 5% return of our Form 10-K peer group, but below the 18% return of the S&P 500. As indicated in the performance graph below, our cumulative total shareholder return over the previous five years was 7% higher than our Form 10-K peer group and 16% lower than the performance indicator of the S&P 500.

  24. Total Shareholder Return

    | | Returns assume $100 invested on December 31, 2020 and total return includes reinvestment of dividends through December 31, 2025. Reflects the peer group used in the Company’s Form 10-K filed with the SEC on February 11, 2026, consisting of: Moody’s Corporation, CME Group Inc., MSCI Inc., FactSet Research Systems Inc., Verisk Analytics, Inc. and Intercontinental Exchange, Inc. |

  25. 2025 STIC Funding and 2023-2025 Long-Term Incentive Payout

    2025 STIC Funding and 2023-2025 Long-Term Incentive Payout The Company delivered strong operational and financial performance in 2025. The Company achieved revenue growth across all divisions, as well as strong operating margin expansion and diluted EPS growth. As a result, enterprise level STIC funded at 108.68% of target for 2025 and the 2023 Long-Term Performance Share Unit (“PSU”) Award for the 2023-2025 performance period vested above the target performance level, resulting in a payout at 182.23% of target.

  26. Shareholder Feedback

    Shareholder Feedback Consistent with our strong Say-on-Pay results in prior years, we continued to receive positive feedback for the overall design, structure and discipline of our executive compensation program. All investors with whom we spoke articulated general support for our executive compensation plans, noting strong pay-for-performance alignment over a sustained period, with reasonable pay outcomes, reflective of actual Company results. The feedback received during our engagements also reaffirmed that our low 2025 Say-on-Pay result stemmed primarily from Mr. Kansler’s enhanced severance package, with much of our discussions focused on Mr. Kansler’s severance terms. Many shareholders also expressed their general views with respect to one-time awards offered outside established plan structures. During these discussions, we stressed that Mr. Kansler’s severance package did not reflect an ongoing component of our program and instead represented a singular compensation event closely tied to the 2024 leadership transition. We also communicated that the decision to offer the enhanced severance terms was not taken lightly by the Compensation Committee, which does not expect to utilize enhanced severance arrangements in the future and would only do so in extraordinary and compelling circumstances, with detailed disclosure around the rationale. Below is a summary of key takeaways and areas of shareholder focus during our conversations, as well as our specific responses and actions taken in response to shareholder feedback. Apart from Mr. Kansler’s severance package, the feedback we received regarding executive compensation was favorable, and most shareholders did not feel the need to discuss other executive compensation issues in detail. The Compensation Committee and the Board value direct shareholder feedback and view engagement as an important component of our governance and compensation oversight. We will continue to engage with shareholders throughout the year, monitor evolving investor expectations and proxy advisor policies and consider feedback as part of our ongoing efforts to ensure our executive compensation program remains aligned with long-term shareholder value creation and strong governance practices.

  27. Overview of Key Best Practices: What We Do and Don’t Do

    | What We Do in Alignment with Shareholder Interests and Sound Governance | | | | | COMPENSATION PRACTICE | | COMPANY POLICY | MORE DETAIL | | ✔ | Pay-for- Performance & Shareholder Alignment | Approximately 92% of CEO and 82% of our other NEOs’ 2025 total target annual compensation opportunity is variable, incentive-based at-risk pay, with a substantial portion contingent on meeting challenging, top-line and bottom-line short-term and long-term performance objectives. We also include maximum caps on individual payouts under our short- and long-term incentive plans at 200% of target. Long-term incentive compensation opportunities for NEOs are equity-based (other than a portion of Mr. Draper’s long-term incentive award granted as long-term performance-based cash) and tied to business plan performance metrics. | Pgs. 41-42 | | ✔ | Robust Stock Ownership Guidelines | We have meaningful stock ownership guidelines for our Directors and executive officers. The executive guidelines require 100% retention until the guidelines are met. | Pg. 70 | | ✔ | Annual Shareholder Say-on-Pay | We value our shareholders’ input and seek an annual non-binding advisory vote from shareholders on our executive compensation program for our NEOs. | Pg. 36 | | ✔ | Shareholder Outreach and Feedback | Our outreach program gives institutional shareholders the opportunity to provide ongoing input on our programs and policies. We carefully review Say-on-Pay results and all shareholder feedback when structuring executive compensation. | Pgs. 10-11 & 37-38 | | ✔ | Pay Recovery (Clawback) Policies | Our pay recovery policies give us the right to cancel and recoup both time-based and performance-based cash incentive and long-term incentive award payments received by covered active and former employees under various circumstances, including misconduct and financial restatements. | Pgs. 70-71 | | ✔ | Anti-Hedging and Anti-Pledging Policy | Our insider trading policies prohibit Directors, officers and other designated employees from engaging in hedging and pledging transactions related to Company stock. | Pg. 71 |

  28. Overview of Pay Elements

    | | | ELEMENT | | DESCRIPTION | LINK TO STRATEGY & BUSINESS | MORE DETAIL | | A N N U A L | F I X E D | Base Salary | | • Market competitive fixed pay, reflective of individual experience, tenure in role, scope of responsibility, leadership skills and other abilities. • Reviewed on an annual basis (or an ad hoc basis for role changes or other exigent circumstances) against individual performance and compensation market data and adjusted, as appropriate, to maintain market alignment. | • Competitive base salaries help attract and retain key executive talent. • Material adjustments are based on individual performance and market data and are not guaranteed. | Pg. 55 | | | V A R I A B L E / P E R F O R M A N C E | B A S E D | Short-Term Annual Incentive | | • Performance-based cash compensation dependent on performance against annually established criteria, weighted 70% on Company business objectives and 30% on individual goals (described in detail below). • Our NEOs are assigned a target incentive award with the actual award calculated as a percentage of this target. • The maximum incentive award payout is capped at 200% of the target award. | • Rewards performance to achieve short-term business objectives that draw focus to both top-line and bottom-line growth measured by annual revenue and increased profitability. We believe this ultimately creates greater efficiencies, and drives increased long-term shareholder value. • Motivates executives to deliver individual performance against strategic objectives. | Pg. 56 | | L O N G | T E R M | | Long-Term Incentives | PSUs | • 70% of the target total long-term incentive award value for our NEO roles, excluding Mr. Draper. • For 2025, based on three-year cumulative non-GAAP ICP Adjusted EPS goal with maximum earnings potential capped at 200% of the target award. • Awards vest upon completion of the three-year performance period, subject to continued employment, and are settled upon the Compensation Committee’s certification of performance. No dividends are paid on unearned PSUs. • Mr. Eager has also historically received annual grants of PSUs with CARFAX specific three-year cumulative EBITA goals, with most other material terms and conditions of such awards consistent with our enterprise PSU awards. For 2026, he will no longer be eligible for such awards in his new role. | • These long-term incentive awards promote executive share ownership and alignment with shareholders’ interest in the Company’s long-term growth. • Plan design ensures that executives have compensation that is performance-based for longer periods of time and mitigates excessive risk-taking over a long-term horizon. • Awards are subject to full or partial forfeiture in the event that an executive terminates employment. • Long-term incentive awards are generally granted to our NEOs on an annual basis on March 1. • We do not currently grant awards of stock options, stock appreciation rights or similar option-like instruments; therefore, we do not have any policies or practices on the timing of such awards in relation to the disclosure of material nonpublic information. | Pg. 63 | | | | | RSUs | • 30% of the target total long-term incentive award value for our NEO roles, excluding Mr. Draper. • The ultimate value of the RSUs is tied to Company performance through stock price. • For 2025, annual cycle awards vest ratably on each of the three fiscal year-end dates following the grant date of the award, subject to continued employment through such vesting dates. No dividends are paid on unearned RSUs. | | | | | | | Perfor mance-Based Long- Term Cash | • 60% of the target total long-term incentive award value for Mr. Draper, with the remaining 40% made up of a mix of 70% PSUs and 30% RSUs. For 2025, based on three-year growth in division specific EBITA with maximum earnings potential capped at 200% of the target award. Awards vest upon completion of the three-year performance period, subject to continued employment, and are settled upon the Compensation Committee’s certification of performance. | | | | | | Other | | • Health, welfare and retirement programs. | • NEOs generally participate in the same benefit programs that are offered to other salaried employees. | Pg. 67 | | | | | | • Limited perquisites. | • Reasonable, limited perquisites are provided to executives to facilitate strong performance on the job, enhance their productivity and ensure business continuity. | Pg. 67 |

  29. External Market Analysis

    External Market Analysis The Compensation Committee considers external market data to maintain appropriate and competitive levels of executive officer compensation that support our strategic vision by positioning us to attract, retain and engage high performing executive talent. For purposes of setting compensation targets for 2025, the Compensation Committee measured our compensation opportunities for executive officers against the following benchmarking sources: • Proxy Peer Group: The Committee, with the assistance of Pay Governance, annually reviews our Proxy Peer Group’s NEO compensation data and realizable pay in order to perform a competitive analysis of our compensation program. • Survey Peer Groups: The Committee also considers information from relevant survey data, including for custom size-relevant cuts and Proxy Peer Group companies that participated in the Willis Towers Watson Executive Compensation Survey.

  30. Annual Proxy Peer Group Review

    Annual Proxy Peer Group Review The Compensation Committee, with the assistance of Pay Governance, reviews the composition of our Proxy Peer Group annually to ensure the Proxy Peer Group remains appropriate to use in a competitive analysis of executive compensation. Since we have few direct competitors for the specific scope of our business activities, the companies represented in our Proxy Peer Group vary in terms of firm size and business model. In reviewing and identifying the Proxy Peer Group, the Compensation Committee considers a number of factors intended, on the whole, to appropriately capture the scale and scope of our evolving business operations and the market dynamics in which we compete for executive talent, while also adjusting as necessary for changes in peer group operations and comparability to the Company.

  31. 2025 and 2026 Proxy Peer Group Companies

    2025 and 2026 Proxy Peer Group Companies Based on this review, with the assistance of Pay Governance, the Compensation Committee identified the companies listed below, which reflected no change from the 2024 Proxy Peer Group, to serve as market reference points for compensation planning and for purposes of setting the 2025 and 2026 compensation targets for our NEOs.

  32. Peer Group Selection Criteria

    Peer Group Selection Criteria

  33. Peer Group Selection Criteria

    | Size & Scale | Industry & Business Model | Talent Competitors | Shareholder Advisor Peers | | Similarly sized companies from a revenue and market capitalization perspective | Companies that share our industry with similar lines of business and reflect our evolving business model | Competitors for executive talent with significant New York presence | Companies that broadly align with proxy advisory peer groups |

  34. Peer Group Selection Criteria

    | 2025 and 2026 Proxy Peer Group Companies | | | • American Express • Automatic Data Processing • BlackRock • CME Group • Fidelity National Information Services • Fiserv • Intercontinental Exchange • Marsh & McLennan | • Mastercard • Moody’s Corporation • PayPal • State Street • T. Rowe Price Group • The Charles Schwab Corporation • Thomson Reuters • Visa |

  35. Peer Group Selection Criteria

    In terms of size, as shown in the table below, at the end of 2025, the Company’s annual revenue was between the 25th percentile and the median percentile, and the Company’s market capitalization was between the median percentile and the 75th percentile of the Proxy Peer Group.

  36. Peer Group Selection Criteria

    | 2025 Proxy Peer Group | Revenue ($ billions) | Market Cap. ($ billions) | | 25th Percentile | $9.38 | $50.00 | | Median | $21.20 | $91.74 | | 75th percentile | $28.43 | $168.93 | | S&P Global | $15.34 | $156.17 |

  37. Peer Group Selection Criteria

    * Numbers reflect 2025 year-end data for the Proxy Peer Group

  38. Use of Market Data

    Use of Market Data Our Compensation Committee independently evaluates the performance of the CEO and utilizes compensation data of our Proxy Peer Group and the broader financial services industry to establish the CEO’s total annual target compensation, so that the base salary, target annual incentive opportunity and target long-term incentive awards are competitive with the market. The Compensation Committee refers its recommendations to the independent Directors of the Board for review and ratification. For more information on CEO historical and current target total direct compensation, see page 36 of this Proxy Statement. For all of our NEOs, we generally review the range of market compensation of our Proxy Peer Group as well as compensation survey data to develop an understanding of market pay levels for each position. While target compensation is developed with reference to market ranges, actual realized compensation for our NEOs will vary from year to year based on Company and individual performance. Any individual element of compensation of an NEO’s total target compensation may be positioned below, within or above the market range based on considerations such as the scope of the NEO’s role, responsibilities, experience and performance. Guided by and aligned with our compensation philosophy, we aim to ensure that target total compensation remains competitive relative to scope of role, enterprise impact and individual performance. However, we do not limit or increase individual compensation based solely on market reference points. Some additional factors considered by the Compensation Committee in setting executive compensation are described further below.

  39. 2025 NEO Compensation Decisions

    | | Annualized 2025 Base Salary (1) | Actual 2025 Annual Short-Term Incentive Payment | Actual 2025 Annual Long-Term Incentive Awards at Target (2) | | | Total 2025 Annual Compensation | | Executive | | | PSUs | RSUs | Long-Term Cash | | | M. Cheung | $1,000,000 | $2,445,300 | $6,300,000 | $2,700,000 | $— | $12,445,300 | | E. Aboaf | $825,000 | $1,693,621 | $4,550,000 | $1,950,000 | $— | $9,018,621 | | C. Craig | $650,000 | $706,420 | $350,000 | $150,000 | $— | $1,856,420 | | W. Eager | $650,000 | $931,397 | $2,490,000 | $210,000 | $— | $4,281,397 | | S. Saha | $700,000 | $1,441,800 | $2,275,000 | $975,000 | $— | $5,391,800 | | S. Kemps | $625,000 | $1,086,800 | $1,995,000 | $855,000 | $— | $4,561,800 | | D. Draper | $650,000 | $1,235,600 | $560,000 | $240,000 | $1,200,000 | $3,885,600 |

  40. 2025 NEO Compensation Decisions

    (1) Annualized 2025 base salary for Messrs. Craig and Eager reflect their respective base salaries in effect after mid-year increases related to changes in roles. The actual base salary amounts paid to Messrs. Craig and Eager for 2025 are reflected in the “2025 Summary Compensation Table”. (2) Actual 2025 annual long-term incentive awards at target excludes the following awards: (i) for Mr. Aboaf, replacement “make whole” awards of PSUs and RSUs that were granted to replace the estimated value of outstanding equity awards that Mr. Aboaf forfeited due to his resignation from his prior employer; and (ii) for Mr. Eager, his one-time award of RSUs granted in connection with his promotion, each as described on pages 65 through 66 of the “Long-Term Incentive Program” section below, as such awards are not considered to be part of the annual target long-term incentive opportunities for Messrs. Aboaf and Eager, respectively.

  41. 2025 Actual Annual Incentive Payout

    2025 Actual Annual Incentive Payout Ms. Cheung received a payout of $2,445,300, representing 108.68% of her target award. The Compensation Committee’s decision was based on Ms. Cheung’s 2025 performance, the Company’s business results and progress toward our strategic initiatives.

  42. 2025 Long-Term Incentive Awards

    2025 Long-Term Incentive Awards For details on Ms. Cheung’s 2025 annual long-term incentive grant, see our “Long-Term Incentive Program” discussion and our “2025 Grants of Plan-Based Awards Table” below.

  43. 2025 Actual Annual Incentive Payout

    2025 Actual Annual Incentive Payout Mr. Aboaf received a payout of $1,693,621, representing 108.68% of his target award, which was prorated based on his employment commencement date of February 19, 2025. The Compensation Committee’s decision was based on Mr. Aboaf’s performance against 2025 business and individual strategic goals.

  44. 2025 Long-Term Incentive Awards

    2025 Long-Term Incentive Awards For details on Mr. Aboaf’s 2025 annual long-term incentive grant, see our “Long-Term Incentive Program” discussion and our “2025 Grants of Plan-Based Awards Table” below.

  45. 2025 Actual Annual Incentive Payout

    2025 Actual Annual Incentive Payout Mr. Craig received a payout of $706,420, representing 108.68% of his target award. The Compensation Committee’s decision was based on Mr. Craig’s performance against 2025 business and individual strategic goals.

  46. 2025 Long-Term Incentive Awards

    2025 Long-Term Incentive Awards For details on Mr. Craig’s 2025 annual long-term incentive grant, see our “Long-Term Incentive Program” discussion and our “2025 Grants of Plan-Based Awards Table” below.

  47. 2025 Actual Annual Incentive Payout

    2025 Actual Annual Incentive Payout Mr. Eager received a payout of $931,397, representing 120.00% of his blended target award. The Compensation Committee’s decision was based on Mr. Eager’s performance against 2025 business and individual strategic goals.

  48. 2025 Long-Term Incentive Awards

    2025 Long-Term Incentive Awards For details on Mr. Eager’s 2025 annual long-term incentive grant, see our “Long-Term Incentive Program” discussion and our “2025 Grants of Plan-Based Awards Table” below.

  49. 2025 Actual Annual Incentive Payout

    2025 Actual Annual Incentive Payout Mr. Saha received a payout of $1,441,800, representing 106.80% of his target award. The Compensation Committee’s decision was based on Mr. Saha’s performance against 2025 business and individual strategic goals.

  50. 2025 Long-Term Incentive Awards

    2025 Long-Term Incentive Awards For details on Mr. Saha’s 2025 annual long-term incentive grant, see our “Long-Term Incentive Program” discussion and our “2025 Grants of Plan-Based Awards Table” below.

  51. 2025 Actual Annual Incentive Payout

    2025 Actual Annual Incentive Payout Mr. Kemps received a payout of $1,086,800, representing 108.68% of his target award. The Compensation Committee’s decision was based on Mr. Kemps’ performance against 2025 business and individual strategic goals.

  52. 2025 Long-Term Incentive Awards

    2025 Long-Term Incentive Awards For details on Mr. Kemps’ 2025 annual long-term incentive grant, see our “Long-Term Incentive Program” discussion and our “2025 Grants of Plan-Based Awards Table” below.

  53. 2026 Base Salary Determination

    2026 Base Salary Determination Our Compensation Committee independently evaluates the performance of the CEO and establishes the CEO’s base salary so that, together with her target annual incentive opportunity and long-term incentive awards, her total annual target compensation is competitive against our Proxy Peer Group and market data for the financial services industry. For 2026, the Compensation Committee determined to increase Ms. Cheung’s base salary from $1,000,000 to $1,100,000 to provide a competitive level of base pay in a method consistent with our approach to increase market alignment of compensation over a multi-year period as discussed on page 46, and to reward her for strong performance in her tenure as CEO. For 2026, the Compensation Committee, using benchmarking analysis and input from Pay Governance, along with feedback from the CEO (in the case of NEOs who are direct reports to the CEO), and considering other factors such as individual contributions, performance, time in role, scope of responsibility, leadership skills and experience, determined not to increase the base salaries of the other NEOs.

  54. Short-Term Annual Incentive Plan

    Short-Term Annual Incentive Plan

  55. Snapshot: Short-Term Annual Incentive Cash Compensation

    Snapshot: Short-Term Annual Incentive Cash Compensation

  56. Snapshot: Short-Term Annual Incentive Cash Compensation

    | | 2025 | | | 2026 | | Executive | Target Annual Incentive Award | Actual Annual Incentive Award (1) | % of Target Paid | Target Annual Incentive Award | | M. Cheung | $2,250,000 | $2,445,300 | 108.68% | $2,475,000 | | E. Aboaf (2) | $1,558,356 | $1,693,621 | 108.68% | $1,800,000 | | C. Craig (3) | $650,000 | $706,420 | 108.68% | $650,000 | | W. Eager (4) | $776,164 | $931,397 | 120.00% | $900,000 | | S. Saha | $1,350,000 | $1,441,800 | 106.80% | $1,600,000 | | S. Kemps | $1,000,000 | $1,086,800 | 108.68% | $1,000,000 | | D. Draper (5) | $1,000,000 | $1,235,600 | 123.56% | $— |

  57. Snapshot: Short-Term Annual Incentive Cash Compensation

    (1) 2025 actual annual incentive award represents the actual bonus award paid for 2025 performance. The process for determining bonuses for our NEOs is set forth below. (2) For Mr. Aboaf, the 2025 actual annual incentive award was prorated based on his employment commencement date of February 19, 2025. The 2025 target and actual annual incentive awards represent his prorated target and payment, respectively. Mr. Aboaf’s full-year 2025 target annual incentive award was $1,800,000. (3) For Mr. Craig, the 2025 target annual incentive award represents his target for the full 2025 performance year, which was increased from $484,500 to $650,000 in connection with the expansion of his role as part of a strategic organizational redesign of the Finance function. (4) For Mr. Eager, whose 2025 target annual incentive award was increased on August 15, 2025 in connection with his promotion to President, S&P Global Mobility and CEO designate upon completion of the planned S&P Global Mobility separation, the 2025 target annual incentive award represents a blend of his pre-promotion target annual incentive award of $700,000 and his post-promotion target annual incentive award of $900,000. (5) Pursuant to Mr. Draper’s separation agreement with the Company in connection with his involuntary termination of employment, Mr. Draper remained eligible for a 2025 annual incentive award pursuant to the terms of the STIC, calculated based on 100% of his target annual incentive award and paid at the actual funded level of the bonus pool applicable to him for 2025. In addition, Mr. Draper is eligible for a prorated portion of his $1,000,000 target annual incentive award in respect of the 2026 fiscal year for the period of employment in 2026 prior to his termination date and payable when 2026 bonuses are ordinarily paid.

  58. 2025 Short-Term Annual Incentive Funding and Payout Determination Formula

    2025 Short-Term Annual Incentive Funding and Payout Determination Formula

  59. 2025 Short-Term Annual Incentive Plan Design Under the STIC

    2025 Short-Term Annual Incentive Plan Design Under the STIC For all NEOs, individual incentive amounts are determined based on the executive’s target incentive award opportunity, which is then adjusted by a factor based upon the achievement of enterprise-level and, as appropriate for our division leaders, division-level goals (70%), and achievement of individual strategic goals (30%). • Target Incentive Opportunity: The incentive target opportunity for each NEO is in part determined based on market data as well as individual performance and experience. For a more detailed description of how we set compensation targets, see pages 44 through 46 of this Proxy Statement. • Financial Performance Goals (70% of STIC funding): The enterprise-level performance component for 2025 was 70% tied to non-GAAP ICP Adjusted Revenue and non-GAAP ICP Adjusted EBITA Margin (weighted 35% each), which included adjustments for the impact of changing foreign exchange rates, global and regulatory changes and acquisitions and divestitures. The applicable division-level performance goals for our NEO division leaders were similarly tied to division-specific non-GAAP ICP Adjusted Revenue and non-GAAP ICP Adjusted EBITA Margin (collectively weighted 35%), as well as enterprise-level financials (collectively weighted 35%), with the applicable adjustments for each division described in further detail on pages 59 through 61 below. The Compensation Committee believes that these metrics reward performance to achieve short-term business objectives that draw focus to productivity measures, create greater efficiencies and strengthen the importance of growth and scale to the Company, which ultimately drives increased shareholder value. • Business-Building Scorecard Goals (30% of STIC funding): In addition to financial performance goals, 30% of the STIC funding is tied to business-building scorecard goals in the five categories of Growth & Innovation, Customer at the Core, Data & Technology, Lead & Inspire and Execute & Deliver, weighted 6% each. Performance against these business-building scorecard goals is measured through qualitative and quantitative Key Performance Indicators (“KPIs”), which are tracked and reviewed by the CEO quarterly and presented to the Compensation Committee at least twice per year. The Compensation Committee believes that these metrics help effectively balance incentives for annual financial performance with rewards to promote long-term focus on, and achievement of, key strategic objectives which are featured in the KPIs used to measure achievement of business-building scorecard goals. • Individual Performance Goals: The individual component is allocated based on an assessment of each participant’s achievement against strategic or developmental goals established near the beginning of the fiscal year. • Maximum Award Payout: The maximum incentive award opportunity is capped at 200% of each participant’s target award. Following the performance period, the overall incentive award pool is funded based on the achievement of Company and division performance goals. The final payout amount is allocated to individual participants and adjusted upwards or downwards based on individual achievement in accordance with the methodology described above.

  60. 2025 Short-Term Annual Incentive Goals, Funding and Payouts

    2025 Short-Term Annual Incentive Goals, Funding and Payouts

  61. Business Performance Goals

    Business Performance Goals The 2025 short-term annual incentive payouts for all of the NEOs are based 70% on business performance and 30% on individual performance. For our CEO, CFO, Chief Accounting Officer and Chief Legal Officer roles, the business performance component is measured on an enterprise balanced scorecard of 70% financial and 30% business-building goals, with the financial goals based on Company non-GAAP ICP Adjusted EBITA Margin and Company non-GAAP ICP Adjusted Revenue (weighted equally at 35% each). The 30% weighting of the business-building goals is divided into 6% each for the five categories of Growth & Innovation, Customer at the Core, Data & Technology, Lead & Inspire and Execute & Deliver. Achievement in each category is measured with specific KPIs and respectively scored on a scale from zero to eight (funded at 0% to 200% of target). For our division presidents, the business performance component of the annual incentive awards was measured 35% on the above-mentioned enterprise financial goals (weighted equally at 17.5% each), 35% on a mix of division-specific non-GAAP ICP Adjusted EBITA Margin and non-GAAP ICP Adjusted Revenue (also weighted equally at 17.5% each), and 30% on enterprise-specific (weighted 15%) and division-specific (weighted 15%) business-building goals in the five scorecard categories described above.

  62. Performance Review and Adjustment Process

    Performance Review and Adjustment Process The Compensation Committee reviewed 2025 reported Revenue and EBITA Margin for the Company, under the enterprise scorecard, and for the divisions, under the applicable division scorecards. Based on this review, the Committee approved the adjustments described on pages 58 through 61 to determine non-GAAP financial performance results for incentive compensation purposes. The Compensation Committee uses non-GAAP ICP Adjusted Revenue and non-GAAP ICP Adjusted EBITA Margin to evaluate the financial results achieved by the NEOs independent of items considered isolated, non-recurring or unusual because it believes that such metrics better measure the Company’s normal revenue, operating expenses and operating results for compensation purposes. For descriptions and reconciliations of the non-GAAP adjustments made to the most directly comparable financial measures calculated in accordance with GAAP, see Appendix A. The non-GAAP financial measures included in this Proxy Statement have been provided in order to show investors how our Compensation Committee views the Company's performance as it relates to the compensation program for our NEOs.

  63. 2025 Corporate (Enterprise) Short-Term Annual Incentive Targets, Funding and Adjustments (All NEOs)

    2025 Corporate (Enterprise) Short-Term Annual Incentive Targets, Funding and Adjustments (All NEOs) For the portion of annual incentive funding based on enterprise financial goals, the Compensation Committee reviewed and approved achievement of the 2025 Company non-GAAP ICP Adjusted EBITA Margin of 50.8% and Company non-GAAP ICP Adjusted Revenue of $15,216 million, representing an increase of 7.1% over 2024, after adjusting for the impact of changing foreign exchange rates, global and regulatory changes and acquisitions and divestitures. Based on these blended results, the 2025 achievement and funding for the Company’s enterprise-level financial goals was 108.11%. For reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP, see Appendix A. For the remaining 30% of annual incentive funding based on the achievement of the enterprise-level business-building goals in the five scorecard categories (each category accounting for 6% of funding), the Compensation Committee reviewed performance for each category based on consideration of various quantitative and qualitative KPIs, such as net promoter scores, revenue from new products/markets, risk management indicators and culture metrics, scored on a scale of zero to eight (funded at 0% to 200% of target). Based on the Compensation Committee’s review of the KPI results for performance against Company business-building goals in each category, the Committee determined that the 2025 achievement and funding for the Company business-building goals was the following:

  64. 2025 Corporate (Enterprise) Short-Term Annual Incentive Targets, Funding and Adjustments (All NEOs)

    | Enterprise Scorecard Category | Funding | Achievement Against Enterprise KPIs | | Growth & Innovation | 75% | Underperformance in Energy Transition and Sustainability revenue offset by outperformance in other key strategic initiatives | | Customer at the Core | 125% | Outperformance across most metrics including lead generation and growth in strategic accounts | | Data & Technology | 150% | Outperformance across AI-driven cost savings and AI-ready data goals | | Lead & Inspire | 100% | Performance in line with the strategic metrics and goals set for the enterprise, including employee engagement survey results | | Execute & Deliver | 100% | Performance in line with the strategic metrics and goals set for the enterprise, including three-year strategic investment ROI, audit, and cyber metrics | | Composite Enterprise Scorecard Funding | 110% | |

  65. 2025 S&P Global Mobility Short-Term Annual Incentive Targets, Funding and Adjustments (Mr. Eager)

    2025 S&P Global Mobility Short-Term Annual Incentive Targets, Funding and Adjustments (Mr. Eager) For the 35% portion of annual incentive funding based on division-level financial goals for S&P Global Mobility, the Compensation Committee reviewed and approved achievement of the 2025 Division non-GAAP ICP Adjusted Revenue of $1,737 million, representing an increase of 8.0%, and Division non-GAAP ICP Adjusted EBITA Margin of 40.4%, after adjusting for the impact of changing foreign exchange rates, global and regulatory changes, unbudgeted strategic investments and short-term incentive overperformance. Based on these blended results, the 2025 achievement and funding for the S&P Global Mobility division-level financial goals was 101.37%. For reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP, see Appendix A. Based on the Compensation Committee’s review of the KPI results for performance against S&P Global Mobility business-building goals in each of the five scorecard categories, the Committee determined that the 2025 achievement and funding for division-level business-building goals was the following:

  66. 2025 S&P Global Mobility Short-Term Annual Incentive Targets, Funding and Adjustments (Mr. Eager)

    | Mobility Scorecard Category | Funding | Achievement Against Mobility KPIs | | Growth & Innovation | 75% | Slight underperformance in Energy Transition and Sustainability revenue | | Customer at the Core | 100% | Performance in line with the strategic metrics and goals set for the division, including subscription retention | | Data & Technology | 175% | Strong outperformance in AI-ready data and AI-driven cost savings | | Lead & Inspire | 100% | Performance in line with the strategic metrics and goals set for the division, including employee engagement survey results | | Execute & Deliver | 150% | Strong outperformance of strategic metrics and goals set for the division, including three-year strategic investment ROI and sustainability metrics | | Composite Mobility Scorecard Funding | 120% | |

  67. 2025 S&P Global Market Intelligence Short-Term Annual Incentive Targets, Funding and Adjustments (Mr. Saha)

    2025 S&P Global Market Intelligence Short-Term Annual Incentive Targets, Funding and Adjustments (Mr. Saha) For the 35% portion of annual incentive funding based on division-level financial goals for S&P Global Market Intelligence, the Compensation Committee reviewed and approved achievement of the 2025 Division non-GAAP ICP Adjusted Revenue of $4,885 million, representing an increase of 5.2%, and Division non-GAAP ICP Adjusted EBITA Margin of 34.7%, after adjusting for the impact of changing foreign exchange rates, acquisitions, global and regulatory changes, unbudgeted strategic investments and short-term incentive overperformance. Based on these blended results, the 2025 achievement and funding for the S&P Global Market Intelligence division-level financial goals was 98.46%. For reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP, see Appendix A. Based on the Compensation Committee’s review of the KPI results for performance against S&P Global Market Intelligence business-building goals in each of the five scorecard categories, the Committee determined that the 2025 achievement and funding for the division-level business-building goals was the following:

  68. 2025 S&P Global Market Intelligence Short-Term Annual Incentive Targets, Funding and Adjustments (Mr. Saha)

    | Market Intelligence Scorecard Category | Funding | Achievement Against Market Intelligence KPIs | | Growth & Innovation | 75% | Modest underperformance in divisional strategic growth areas, offset by outperformance in client adoption of AI features and products | | Customer at the Core | 150% | Strong outperformance across metrics including Net Promoter Score and lead generation | | Data & Technology | 150% | Strong outperformance across metrics including AI-driven cost savings and AI-ready data | | Lead & Inspire | 125% | Outperformance across metrics including employee engagement survey results | | Execute & Deliver | 100% | Performance in line with the strategic metrics and goals set for the division, including three-year strategic investment ROI, audit, and cyber metrics | | Composite Market Intelligence Scorecard Funding | 120% | |

  69. 2025 S&P Global Dow Jones Indices Short-Term Annual Incentive Targets, Funding and Adjustments (Mr. Draper)

    2025 S&P Global Dow Jones Indices Short-Term Annual Incentive Targets, Funding and Adjustments (Mr. Draper) For the 35% portion of annual incentive funding based on division-level financial goals for S&P Global Dow Jones Indices, the Compensation Committee reviewed and approved achievement of the 2025 Division non-GAAP ICP Adjusted Revenue of $1,843 million, representing an increase of 13.2%, and Division non-GAAP ICP Adjusted EBITA Margin of 71.6%, after adjusting for the impact of changing foreign exchange rates, acquisitions, global and regulatory changes, unbudgeted strategic investments and short-term incentive overperformance. Based on these blended results, the 2025 achievement and funding for the S&P Global Dow Jones Indices division-level financial goals was 142.06%. For reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP, see Appendix A. Based on the Compensation Committee’s review of the KPI results for performance against S&P Global Dow Jones Indices business-building goals in each of the five scorecard categories, the Committee determined that the 2025 achievement and funding for the division-level business-building goals was the following:

  70. 2025 S&P Global Dow Jones Indices Short-Term Annual Incentive Targets, Funding and Adjustments (Mr. Draper)

    | Dow Jones Indices Scorecard Category | Funding | Achievement Against Dow Jones Indices KPIs | | Growth & Innovation | 150% | Strong outperformance across metrics including Vitality Index and revenue enabled by AI | | Customer at the Core | 125% | Outperformance across metrics including Net Promoter Score | | Data & Technology | 125% | Outperformance across metrics including AI-ready data and AI-driven cost savings | | Lead & Inspire | 100% | Performance in line with the strategic metrics and goals set for the division, including employee engagement survey results | | Execute & Deliver | 150% | Strong outperformance of strategic metrics and goals set for the division, including three-year strategic investment ROI, sustainability, and audit metrics | | Composite Dow Jones Indices Scorecard Funding | 130% | |

  71. Individual Strategic Goals

    Individual Strategic Goals As discussed in detail above, 70% of the 2025 individual short-term annual incentive award was determined based on Company and, as applicable, division financial results and achievement of enterprise-level, and, as applicable, division-level business-building metrics. For all NEOs, including the CEO, the remaining 30% was allocated based on the achievement of individual strategic or developmental goals (our NEOs’ key achievements for 2025 are described on pages 49 through 54 of this Proxy Statement). The Compensation Committee took into account feedback from the CEO when reviewing the achievements of individual strategic or developmental goals for purposes of allocating the 30% portion of the annual incentive award based on individual goals. The total annual incentive award opportunity for each NEO was capped at 200% of their target annual incentive award.

  72. 2026 Short-Term Annual Incentive Plan Design and Target Awards

    2026 Short-Term Annual Incentive Plan Design and Target Awards

  73. 2026 Plan Design

    2026 Plan Design As part of the Compensation Committee’s ongoing review and refinement of the executive compensation program to ensure that the program remains competitive, supports strategic objectives and rewards performance, the Compensation Committee approved certain changes to the short-term annual incentive plan design which were implemented for the 2026 performance year. The Compensation Committee believes that these changes independently, and in the aggregate, will promote and reward behaviors that drive execution of the Company’s business strategy, while continuing to incentivize achievement of strong annual financial results. Increased Weighting on Revenue for Financial Metrics: In order to further align short-term incentive plan funding and payouts with enterprise strategy by incentivizing profitable growth, the Compensation Committee approved an increase to the weighting of non-GAAP ICP Adjusted Revenue from 50% to 70% for the financial metrics for both enterprise and divisional bonus plans (other than the Mobility division which will remain at current levels in light of the upcoming planned separation). The weighting of non-GAAP ICP Adjusted EBITA Margin was accordingly adjusted from 50% to 30%. • Increased Weighting on Enterprise Financial Performance For Division Presidents: To reflect our commitment to an enterprise mindset by increasing the focus on enterprise performance, the Compensation Committee approved an increase to the weighting of enterprise financials with respect to the short-term annual incentive plan funding and payouts for our Division Presidents. The weighting of enterprise financials was increased from 35% to 50%, while division financials weighting was adjusted from 35% to 30%, and the prior business-building scorecard goals weighting of 15% divisional and 15% enterprise was adjusted to 20% divisional goals only. The adjustment to the scorecard to use only the division-level business-building goals provides a simplified scorecard focus, allowing for increased alignment with the scope of the role and maintaining divisional performance accountability. In addition, similar adjustments were made to increase the weighting of enterprise financials for our divisional bonus pools at levels below the division presidents, enabling our division presidents to foster an enterprise mindset by incentivizing their teams with a greater emphasis on enterprise results. • Simplified Business-Building Scorecard Categories: The Compensation Committee focused on driving strategic outcomes and ensuring consistency and transparency through the introduction of a simplified business-building scorecard aligned with our strategic objectives and anchored in outcome-oriented metrics, consisting of: Advance Market Leadership; Expand High-Growth Adjacencies; and Amplify Enterprise Capabilities and AI (other than the Mobility division which will omit Expand High-Growth Adjacencies and only have two categories in light of the upcoming planned separation). Achievement against the business-building scorecard goals will be based on various quantitative and qualitative KPIs, such as net promoter scores, revenue from new products/markets, risk management indicators, internal and external adoption of AI features and culture and engagement metrics. These three scorecard categories replaced the previous scorecard categories consisting of: Growth & Innovation; Customer at the Core; Data & Technology; Lead & Inspire; and Execute & Deliver. These new scorecard categories will be applied across all enterprise and divisional bonus plans (other than the Mobility bonus plan) and equally weighted at 10% each.

  74. 2026 Short-Term Annual Incentive Target Award Determination

    2026 Short-Term Annual Incentive Target Award Determination Our Compensation Committee independently evaluates the performance of the CEO and establishes the CEO’s annual incentive target so that, together with her base salary and long-term incentive awards, her total annual target compensation is market competitive and motivates and rewards her for performance against Company and individual goals. The short-term annual incentive targets for our other NEOs reflect findings from our Proxy Peer Group and annual market surveys as well as considerations of their individual contributions, performance, time in role, strategic importance of the role to the Company, scope of responsibility, leadership skills and experience. For 2026, the Compensation Committee, using benchmarking analysis and input from Pay Governance, along with feedback from the CEO (in the case of NEOs who are direct reports to the CEO), approved increases to the short-term annual incentive targets for Ms. Cheung and Mr. Saha as set forth below. As discussed in the “Setting Compensation” section beginning on page 44 of this Proxy Statement, these increases are intended to be the latest step in a multi-year process of aligning their compensation with market levels for similarly situated executives, while preserving a pay mix that is heavily weighted towards performance-based, at-risk compensation. In addition, these increases were approved in order to reward their strong performance in their first annual cycle in their new roles, and to improve the retentive nature of their overall target compensation opportunities. • Ms. Cheung’s short-term annual incentive target award increased from $2,250,000 to $2,475,000 • Mr. Saha’s short-term annual incentive target award increased from $1,350,000 to $1,600,000 The Compensation Committee determined not to increase the 2026 short-term annual incentive targets of the other NEOs. For a list of the 2026 NEO short-term annual incentive target amounts under the 2026 STIC, see the chart above on page 56 of this Proxy Statement.

  75. Long-Term Incentive Program

    Long-Term Incentive Program

  76. Snapshot: Long-Term Incentive Target Opportunities

    Snapshot: Long-Term Incentive Target Opportunities

  77. Snapshot: Long-Term Incentive Target Opportunities

    | Executive | 2025 Long-Term Incentive Target | 2026 Long-Term Incentive Target | | M. Cheung | $9,000,000 | $14,500,000 | | E. Aboaf (1) | $6,500,000 | $6,500,000 | | C. Craig | $500,000 | $1,200,000 | | W. Eager (2) | $2,700,000 | $2,950,000 | | S. Saha | $3,250,000 | $5,000,000 | | S. Kemps | $2,850,000 | $2,850,000 | | D. Draper | $2,000,000 | $— |

  78. Snapshot: Long-Term Incentive Target Opportunities

    (1) The 2025 long-term incentive target amount for Mr. Aboaf excludes the value of replacement “make whole” awards of PSUs and RSUs that were granted to replace the estimated value of outstanding equity awards that Mr. Aboaf forfeited due to his resignation from his prior employer. Such awards are not considered to be part of his annual target long-term incentive opportunity. These awards are discussed in more detail on pages 65 through 66 of this Proxy Statement. (2) The 2025 long-term incentive target amount for Mr. Eager includes the value of his 2025 CARFAX PSU award and excludes the value of his one-time award of RSUs granted in connection with his promotion to President, S&P Global Mobility and CEO designate upon completion of the planned S&P Global Mobility separation. The promotion RSU award is not considered to be part of his annual target long-term incentive opportunity. Such award is discussed in more detail on pages 65 through 66 of this Proxy Statement.

  79. 2025 Target Long-Term Incentive Program Award Structures

    2025 Target Long-Term Incentive Program Award Structures

  80. 2025 Long-Term Incentive Program Award Design

    2025 Long-Term Incentive Program Award Design To ensure that our long-term incentive program supports the main objectives of our executive compensation program and the Company’s business strategy, we periodically review our program and the structure of our long-term incentive awards granted pursuant to the program to make adjustments as our business needs change. • 2025 annual long-term incentive awards were delivered to our NEOs as a mix of 70% PSUs and 30% RSUs, except for Messrs. Eager and Draper (described below). • Annual PSUs and RSUs have three-year cycles, but the RSUs are solely time-based and are not tied to performance goals. • The 2025 PSU awards are tied to performance against a three-year cumulative non-GAAP ICP Adjusted EPS goal, measuring performance for each year of the three-year performance cycle additively. Vesting of the 2025 PSU awards occurs at the end of the three-year performance cycle, subject to continued employment through the vesting date and achievement of the performance goals for such awards. • The 2025 annual RSU awards vest ratably over three years, subject to continued employment through the applicable vesting date, to provide a more effective recruitment tool, balanced by the three-year cliff vesting schedule for PSU awards. • As the CEO of CARFAX prior to his promotion to President, S&P Global Mobility, Mr. Eager received, in addition to the annual awards of PSUs and RSUs that our other NEOs received, an annual award of PSUs tied to the attainment of a three-year cumulative non-GAAP ICP Adjusted EBITA goal for CARFAX U.S. (“CARFAX PSUs”). All other terms and conditions of the CARFAX PSUs are materially the same as the regular PSU awards, except that the CARFAX PSUs have a threshold payout level of 50%, while the standard PSUs have no minimum threshold amounts. Mr. Eager will not be eligible for CARFAX PSUs in his new role, and his target annual long-term incentive mix for 2026 reflects the same 70% PSU and 30% RSU split as our other NEOs. • As the former CEO of S&P Dow Jones Indices, Mr. Draper’s target annual long-term incentive award mix differed from that of the other NEOs. S&P Dow Jones Indices is a joint venture between S&P Global and CME Group. In order to align Mr. Draper’s interests more closely with the financial performance of the joint venture, 60% of his 2025 annual long-term incentive award mix consisted of performance-based long-term cash measured based on the non-GAAP ICP Adjusted EBITA growth of the joint venture over a three-year performance cycle. The remaining 40% of his target annual long-term incentive award mix was comprised of the same 70% PSU and 30% RSU split as our other NEOs. Mr. Draper is not eligible for a 2026 long-term incentive award due to his upcoming departure from the Company.

  81. 2025 Long-Term Incentive Performance Awards

    2025 Long-Term Incentive Performance Awards

  82. 2025 PSU Awards

    2025 PSU Awards The Company continued to use a three-year cumulative non-GAAP ICP Adjusted EPS goal, measuring EPS for each year of the three-year performance cycle additively, for the 2025-2027 performance period covered by the 2025 PSUs. For the 2025 PSU grants, a three-year cumulative non-GAAP ICP Adjusted EPS goal was established at the beginning of the performance period by summing the EPS targets across each of the three years comprising the performance period. The Compensation Committee believes that the use of a cumulative metric better rewards sustained long-term performance and reduces pressure on performance in a single-year by better capturing performance for interim years of the award cycle, thereby lowering volatility and risk. Using non-GAAP ICP Adjusted EPS enables us to evaluate the results achieved by the Company independent of items considered isolated, non-recurring, or unusual, and we believe that such metric better measures the Company’s normal revenue, operating expenses and operating results for compensation purposes. Non-GAAP ICP Adjusted EPS provides a good measure of profitability because it considers capital allocation decisions as well as the importance of continued discipline in operating performance. For descriptions and reconciliations of the non-GAAP adjustments made to the most directly comparable financial measures calculated in accordance with GAAP, see Appendix A. The following payout schedule was approved for the 2025 PSU Awards for the 2025-2027 performance period:

  83. 2025 CARFAX PSU Awards (Mr. Eager)

    2025 CARFAX PSU Awards (Mr. Eager) As discussed above, CARFAX PSU awards, which were historically granted to a few select executives of CARFAX on an annual basis, are materially the same as the PSU awards, except that (i) the performance goals are tied to the attainment of a three-year cumulative non-GAAP ICP Adjusted EBITA goal for CARFAX U.S. and (ii) the awards have a minimum threshold payout level of 50% (as opposed to no minimum threshold for standard PSUs). The following payout schedule was approved for the 2025 CARFAX PSU Awards for the 2025-2027 performance period:

  84. 2025 S&P Dow Jones Indices Long-Term Performance Cash Awards (Mr. Draper)

    2025 S&P Dow Jones Indices Long-Term Performance Cash Awards (Mr. Draper) As discussed above, S&P Dow Jones Indices long-term performance cash awards are measured based on the non-GAAP ICP Adjusted EBITA growth of the joint venture over a three-year performance cycle. The Compensation Committee believes that this metric rewards performance to achieve long-term business objectives that draw focus to productivity measures, create greater efficiencies and align the grantee’s interests with the long-term financial performance of the joint venture, which ultimately drives increased shareholder value. The following payout schedule was approved for the 2025 S&P Dow Jones Indices Long-Term Performance Cash Awards for the 2025-2027 performance period: Any payments under the 2025 PSU, CARFAX PSU and S&P Dow Jones Indices Long-Term Performance Cash Awards will be made during the first quarter of 2028, based on the achievement through the 2025-2027 performance period, upon performance review, discretion and certification by the Compensation Committee.

  85. 2025 One-Time Replacement and Promotion Long-Term Incentive Awards

    2025 One-Time Replacement and Promotion Long-Term Incentive Awards During 2025, we made one-time grants of long-term incentive awards to Messrs. Aboaf and Eager in connection with their unique circumstances, as described below. The awards for Mr. Aboaf represent replacement “make whole” awards of PSUs and RSUs with an aggregate target value of $5,900,000 that were granted to replace the estimated value of outstanding equity awards that Mr. Aboaf forfeited due to his resignation from his prior employer. Notably, 70% of these replacement awards were granted as PSUs with the same three-year performance cycle, financial metric, goals and payout schedule as our 2025 annual PSU awards, and the vesting schedules of the replacement awards are no more favorable than those which applied to his awards with his former employer. The Compensation Committee believes these replacement awards were necessary to incentivize Mr. Aboaf to leave his former employer and accept his position with the Company, and that such awards are appropriate in light of his unique qualifications and experience. For Mr. Eager, the Compensation Committee, with Pay Governance’s input and support, approved a one-time RSU award in 2025 in connection with his promotion to President, S&P Global Mobility and CEO designate upon completion of the planned S&P Global Mobility separation. The Compensation Committee determined to grant such RSU award as part of an intentional approach, outside of the annual compensation program, in light of Mr. Eager’s expanded responsibilities in connection with joining the Executive Leadership Team, significant additional efforts required to lead S&P Global Mobility through the planned separation process and as recognition of his current and future role as the President and CEO of the Mobility business, respectively. The RSU award was granted on the effective date of Mr. Eager’s promotion with a value of $2,000,000, and is scheduled to cliff-vest in full on the third anniversary of the grant date, subject to continued employment through the vesting date. As discussed in the “Shareholder Feedback” section above, we recognize investor sensitivity to one-time awards, and we do not have a regular practice of granting such awards to our executive officers; however, we have granted such awards on an ad-hoc basis in connection with unique circumstances, including significant promotions and expansions of roles where deemed necessary to make an executive’s compensation opportunity commensurate with such new or expanded role. These awards are not considered part of the executives’ annual total target compensation.

  86. 2025 Long-Term Incentive Program Award Grants

    2025 Long-Term Incentive Program Award Grants For detailed information concerning each grant made to the NEOs in 2025, see the “2025 Grants of Plan-Based Awards Table” beginning on page 76 of this Proxy Statement.

  87. 2023 Long-Term Incentive Performance Awards Achievement

    2023 Long-Term Incentive Performance Awards Achievement

  88. 2023 PSU Award Achievement

    2023 PSU Award Achievement Our 2023 PSU awards for the performance period 2023-2025 were based on the achievement of the following non-GAAP pro forma ICP Adjusted EPS growth goal during the cycle: The 3-year non-GAAP pro forma ICP Adjusted EPS CAGR during the cycle was 17.62%, after adjusting for the pro forma effect of change in tax rate and divestitures of the Engineering Solutions business and OSTTRA. Based on this achievement, the 2023 PSU award was earned at 182.23% of target. For descriptions and reconciliations of the non-GAAP adjustments made to the most directly comparable financial measures calculated in accordance with GAAP, see Appendix A.

  89. 2023 CARFAX PSU Award Achievement (Mr. Eager)

    2023 CARFAX PSU Award Achievement (Mr. Eager) Our 2023 CARFAX PSU awards for the performance period 2023-2025 were based on the achievement of the following cumulative non-GAAP ICP Adjusted EBITA goal for CARFAX U.S. during the cycle: The 3-year cumulative non-GAAP ICP Adjusted EBITA for CARFAX U.S. during the cycle was $1,282 million. The non-GAAP and ICP adjustments each were $0, resulting in no change to the equivalent GAAP financial measure, which is operating profit. Based on this achievement, the 2023 CARFAX PSU award was earned at 184.18% of target.

  90. 2023 S&P Dow Jones Indices Long-Term Performance Cash Award Achievement (Mr. Draper)

    2023 S&P Dow Jones Indices Long-Term Performance Cash Award Achievement (Mr. Draper) Our 2023 S&P Dow Jones Indices Long-Term Performance Cash Awards for the performance period 2023-2025 were based on the achievement of the following S&P Dow Jones Indices non-GAAP ICP Adjusted EBITA goal during the cycle: The S&P Dow Jones Indices non-GAAP ICP Adjusted EBITA at the close of the 3-year cycle was $1,323 million, after adjusting for acquisition and allocation methodology change. Based on this achievement, the 2023 S&P Dow Jones Indices Long-Term Performance Cash Award was earned at 200.00% of target. For descriptions of the non-GAAP adjustments made to the most directly comparable financial measures calculated in accordance with GAAP, see Appendix A.

  91. 2026 Long-Term Incentive Program Design and Targets

    2026 Long-Term Incentive Program Design and Targets

  92. 2026 Long-Term Incentive Program Award Design

    2026 Long-Term Incentive Program Award Design The Compensation Committee determined not to make any changes to the long-term incentive program design or structure for 2026, other than a change to the vesting schedule of our annual RSU awards. In order to more closely align with the broader market and industry best practice, the Compensation Committee approved an adjustment to the vesting schedule for our annual time-based RSU awards to align the vest dates with the March 1 grant date. Historically, our annual RSU awards vested on December 31 of the year of grant and the two succeeding years; this adjustment modifies the vesting dates to occur on each of the first three anniversaries of the March 1 grant date, thereby lengthening the vesting period to a full three years and increasing the retentive value of such awards. This change affects the timing of vesting only and does not otherwise change the Company’s annual RSU award design, including grant timing, the number of units granted, or other material terms and conditions applicable to such awards.

  93. 2026 Long-Term Incentive Target Determination

    2026 Long-Term Incentive Target Determination Our Compensation Committee independently evaluates the performance of the CEO and establishes the CEO’s long-term incentive target so that, together with her base salary and annual incentive target, her total annual target compensation is market competitive and motivates and rewards her for performance against Company and individual goals. The long-term incentive targets for the other NEOs reflect findings from our Proxy Peer Group and annual market surveys as well as considerations of their individual contributions, performance, time in role, strategic importance of the role to the Company, scope of responsibility, leadership skills and experience. Effective for fiscal year 2026, the Compensation Committee, using benchmarking analysis and input from Pay Governance, along with feedback from the CEO (in the case of NEOs who are direct reports to the CEO), in order to effectively promote sustained long-term Company performance and stockholder interests, determined to increase the total long-term incentive target opportunity for Ms. Cheung and Messrs. Craig, Eager and Saha as set forth below. As discussed in the “Setting Compensation” section beginning on page 44 of this Proxy Statement, the increases for Ms. Cheung and Mr. Saha are intended to be the latest step in a multi-year process of aligning their compensation with market levels for similarly situated executives, while preserving a pay mix that is heavily weighted towards performance-based, at-risk compensation. In addition, these increases were approved in order to reward their strong performance in their first annual cycle in their new roles, and to improve the retentive nature of their overall target compensation opportunities. The increases for Mr. Craig and Mr. Eager were approved in 2025 in connection with their increased responsibilities due to their expansion of role and promotion, respectively, and are effective starting with the 2026 annual long-term incentive grants. • Ms. Cheung’s long-term incentive target amount increased from $9,000,000 to $14,500,000 • Mr. Craig’s long-term incentive target amount increased from $500,000 to $1,200,000 • Mr. Eager’s long-term incentive target amount increased from $2,700,000 (including the value of his 2025 CARFAX PSU Award) to $2,950,000 • Mr. Saha’s long-term incentive target amount increased from $3,250,000 to $5,000,000 The Compensation Committee determined not to increase the 2026 long-term incentive targets of the other NEOs. For a list of the NEO’s 2026 long-term incentive target amounts, see the chart above on page 63 of this Proxy Statement.

  94. Severance Benefits (Regular and Change-in-Control)

    Severance Benefits (Regular and Change-in-Control)

  95. Company Severance Plans

    Company Severance Plans The Compensation Committee believes that maintaining a competitive level of separation benefits is appropriate as part of our overall compensation program and in line with its objective to attract, retain and motivate high-caliber management talent. Our severance arrangements with all of our NEOs, other than Mr. Kemps, are governed by the following severance plans: (i) the Senior Executive Severance Plan for Ms. Cheung and Messrs. Aboaf, Eager, Saha and Draper; and (ii) the Management Severance Plan for Mr. Craig. The severance arrangement for Mr. Kemps is described below. In connection with the involuntary termination of his employment with the Company in June 2026, Mr. Draper will be eligible for the standard severance benefits provided under the Senior Executive Severance Plan, as described in more detail on page 85 of this Proxy Statement. The Senior Executive Severance Plan and the Management Severance Plan (together, the “Severance Plans”) are designed to provide security and reasonable compensation upon an involuntary termination of employment, and in the case of the Senior Executive Severance Plan, to ensure the continued commitment of our executives in the event of a potential or actual change-in-control. The Compensation Committee does not take into account the benefits offered under the Severance Plans in setting compensation for our NEOs. The Severance Plans generally provide for base salary and benefits continuation in the event of a Company-initiated termination (including a “constructive” termination under the Senior Executive Severance Plan only) other than a termination for cause, as defined on page 84 of this Proxy Statement. Discussion of severance payable on certain qualifying terminations (including following a change-in-control of the Company) can be found in the “Potential Payments Upon Termination or Change-in-Control” section on pages 84 through 89 of this Proxy Statement.

  96. Other Severance Arrangement

    Other Severance Arrangement Mr. Kemps entered into a letter agreement with the Company in December 2020 related to the IHS Markit merger and his role with the Company, which was amended by a side letter entered into in July 2023 in light of his continued and ongoing employment as our Chief Legal Officer (the two agreements collectively, the “Kemps Letter Agreement”). Pursuant to the Kemps Letter Agreement, Mr. Kemps is eligible to receive enhanced severance benefits in lieu of any severance benefits that he would be otherwise eligible to receive under the Senior Executive Severance Plan, as described on page 85 of this Proxy Statement.

  97. Incentive Award Treatment Upon a Change-in-Control

    Incentive Award Treatment Upon a Change-in-Control Payments of annual incentives under the STIC and vesting acceleration or modification of long-term incentive awards granted under our 2019 Stock Incentive Plan on the occurrence of a defined change-in-control are described in the table below. Upon certain qualifying terminations not in connection with a defined change-in-control, an NEO may be entitled to a pro rata portion of their annual cash incentive award and accelerated vesting of a portion of certain outstanding equity awards. For details, see pages 86 through 88 of this Proxy Statement.

  98. Incentive Award Treatment Upon a Change-in-Control

    | PAY ELEMENTS | TREATMENT OF OUTSTANDING INCENTIVE AWARDS UPON CHANGE-IN-CONTROL (“CIC”) | | Short-Term Incentive Awards | • Payments are made pro-rata based on the average of the three prior years’ payments. | | RSU Awards | • Double-trigger treatment: awards do not vest upon the CIC but are generally converted into RSUs of the surviving company (provided the successor company assumes the awards). | | PSU Awards | • Double-trigger treatment: awards do not vest upon the CIC but are generally converted into time vesting RSUs of the surviving company (provided the successor company assumes the awards), with the number of underlying shares based on assumed target performance, if less than 50% of the performance period has been completed, or based on the greater of actual and target performance if 50% or more of the performance period has been completed upon the CIC. • Delivery of shares in respect of converted RSUs will generally occur in the year following the end of the applicable performance period. |

  99. Incentive Award Treatment Upon a Change-in-Control

    Certain payments that would be provided to our NEOs in connection with a change-in-control could be classified as “excess parachute payments” under Section 280G of the Internal Revenue Code, in which case they would not be deductible as compensation by the Company. In addition, Section 4999 of the Internal Revenue Code imposes an excise tax on executives who receive an excess parachute payment equal to 20% of such amount. Any such excise tax would not be reimbursed or “grossed up” by the Company. Instead, as discussed on page 86 of this Proxy Statement, in certain circumstances, we would “cut back” the amount of certain benefits and payments to ensure tax deductibility by the Company under Section 280G to the extent the executive’s “cut back” amount is greater on an after-tax basis than the full amount.

  100. Pay Recovery (Clawback) Policies

    Pay Recovery (Clawback) Policies We maintain three pay recovery, or “clawback,” policies applicable to our NEOs. As required by the Dodd-Frank Wall Street Reform and Consumer Protection (Dodd-Frank) Act and related rules and regulations of the SEC and NYSE, the Company adopted a Financial Statement Compensation Recoupment Policy, effective as of December 1, 2023, that applies to all of our current and former executive officers in the event of a financial restatement. If the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under securities laws, the Financial Statement Compensation Recoupment Policy provides for recovery of any cash- or equity-based incentive compensation (including vested and unvested equity) paid or awarded to the executive officer, to the extent that the compensation (i) was based on erroneous financial data and (ii) exceeded what would have been paid to the executive officer under the restatement. For more information, see the full text of our Financial Statement Compensation Recoupment Policy, which is filed as an exhibit to our 2023 Annual Report on Form 10-K. In addition, we continue to maintain two separate clawback policies that apply to a broader group of individuals and circumstances beyond a financial restatement. At the time we adopted the Financial Statement Compensation Recoupment Policy, the Compensation Committee also amended our existing S&P Global Pay Recovery Policy to expand the circumstances when, at the Compensation Committee’s discretion, short- and long-term incentives could be subject to recovery in the event of misconduct. Under the amended S&P Global Pay Recovery Policy, annual incentive cash and time-based and performance-based long-term incentive awards (PSUs, RSUs and long-term incentive cash, both vested and unvested) could be subject to recovery in the event of: • a material recalculation or adjustment of the performance measures used to calculate covered compensation for senior management; • an intentional, willful or grossly negligent act or omission that violates one or more of the Company’s policies that have or will have a material negative impact on the Company’s business, reputation or financial condition; or • criminal activity, fraud or other illegal or unlawful activity. A special S&P Ratings Services Pay Recovery Policy also applies to the President of S&P Global Ratings, as well as other employees deeper within the Ratings organization. The S&P Ratings Services Pay Recovery Policy provides for the recovery of annual incentive cash and time-based and performance-based long-term incentive awards in the event of: • a material recalculation or adjustment of the performance measures used to calculate covered compensation for certain senior executives of S&P Global Ratings; • material violations of policy or division or product risk parameters, policies or operating procedures resulting from the gross negligence, intentional wrongdoing or willful misconduct of a covered individual that have or will have a material negative impact on the business, financial condition or reputation of S&P Global Ratings; • material failure to adequately supervise the administration and implementation of one or more of S&P Global Ratings’ policies or division or product risk parameters, policies or operating procedures which results from gross negligence, intentional wrongdoing or willful misconduct that has or will have a material negative impact on S&P Global Ratings’ business, financial condition or reputation; or • criminal activity, fraud or other illegal or unlawful activity. The President of S&P Global Ratings is subject to all three policies.

  101. Employment Agreements and Other NEO Arrangements

    Employment Agreements and Other NEO Arrangements None of our NEOs have formal, fixed-term employment agreements with the Company guaranteeing minimum levels of compensation over multiple years, as the Compensation Committee does not consider such contracts to enhance shareholder value. We do, however, on rare occasion, enter into contractual arrangements with our executive officers when special circumstances arise, including the Kemps Letter Agreement with Mr. Kemps related to the IHS Markit merger, as discussed on pages 69 and 85 of this Proxy Statement.

  102. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table contains information concerning compensation paid or accrued to the named executive officers for services rendered in all capacities to the Company in 2025, 2024 and 2023:

  103. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) (1) | Bonus ($) (2) | Stock Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (5) | All Other Compensation ($) (6) | Total ($) | | Martina Cheung President and Chief Executive Officer | 2025 | $1,000,000 | $— | $8,978,041 | $2,445,300 | $2,393 | $405,328 | $12,831,062 | | | 2024 | $791,667 | $— | $3,745,257 | $2,615,748 | $— | $422,250 | $7,574,922 | | | 2023 | $750,000 | $— | $3,249,781 | $1,710,000 | $2,621 | $225,147 | $5,937,549 | | Eric Aboaf (7) EVP, Chief Financial Officer | 2025 | $715,000 | $2,400,000 | $12,369,425 | $1,693,621 | $— | $97,047 | $17,275,093 | | Christopher Craig SVP, Controller; Former Interim Chief Financial Officer | 2025 | $623,333 | $— | $498,513 | $706,420 | $1,630 | $128,982 | $1,958,878 | | | 2024 | $566,667 | $— | $1,498,884 | $872,100 | $— | $97,643 | $3,035,294 | | William Eager President, S&P Global Mobility | 2025 | $672,784 | $— | $4,678,759 | $931,397 | $— | $161,064 | $6,444,004 | | Saugata Saha President, S&P Global Market Intelligence and Chief Enterprise Data Officer | 2025 | $700,000 | $— | $3,241,936 | $1,441,800 | $— | $294,406 | $5,678,142 | | | 2024 | $658,333 | $— | $2,846,052 | $1,852,083 | $— | $213,029 | $5,569,497 | | Steven Kemps EVP, Chief Legal Officer | 2025 | $625,000 | $— | $2,843,233 | $1,086,800 | $— | $229,460 | $4,784,493 | | | 2024 | $625,000 | $1,250,000 | $2,546,175 | $1,730,000 | $— | $167,112 | $6,318,287 | | Daniel Draper (8) Former CEO, S&P Dow Jones Indices | 2025 | $650,000 | $— | $797,408 | $3,635,600 | $— | $272,449 | $5,355,457 | | | 2024 | $650,000 | $— | $798,388 | $2,971,400 | $— | $222,277 | $4,642,065 | | | 2023 | $650,000 | $— | $799,525 | $2,937,000 | $— | $244,422 | $4,630,947 |

  104. 2025 Summary Compensation Table

    * Compensation is not reported for years the individuals were not named executive officers of the Company. (1) For Mr. Eager, in connection with his promotion to President, S&P Global Mobility, he was transitioned out of a CARFAX-specific paid time off policy, which resulted in the payment of $53,845.04 in accrued but unused benefits under that policy. This payment has been reflected in Mr. Eager’s base salary. (2) For Mr. Aboaf, this amount reflects the payment of a signing bonus in lieu of the 2024 annual bonus which Mr. Aboaf did not receive from his prior employer, subject to 100% repayment upon a voluntary resignation or a termination for misconduct from the Company, in each case, within twelve months of his start date. For Mr. Kemps, this amount reflects the payment in 2024 of the final installment of a $2,500,000 one-time cash retention bonus awarded pursuant to the Kemps Letter Agreement in recognition of exceptional leadership and extraordinary efforts in connection with the merger with IHS Markit. (3) The amounts reported in this column reflect the aggregate grant date fair value of the equity awards granted to the named executive officers in the relevant year, which may include PSUs and RSUs, as applicable, granted under the Company’s 2019 Stock Incentive Plan. For Mr. Aboaf, the amount reported in this column for 2025 includes both annual awards and replacement “make whole” awards of PSUs and RSUs that were granted to replace the estimated value of outstanding equity awards that Mr. Aboaf forfeited due to his resignation from his prior employer, as described on pages 65 through 66 of this Proxy Statement. The grant date values of such replacement awards are set forth in the “2025 Grants of Plan-Based Awards Table.” The amounts for the PSUs granted in 2025 were calculated based on the probable outcome of performance conditions as of the grant date computed in accordance with FASB ASC Topic 718 excluding the effect of estimated forfeitures. The maximum values for the 2025 PSU awards as of the grant date are as follows:

  105. 2025 Summary Compensation Table

    | Executive | 2025 | | M. Cheung | $12,569,577 | | E. Aboaf | $9,077,850 | | | $8,239,878 (a) | | C. Craig | $698,132 | | W. Eager | $976,744 | | | $3,990,240 (b) | | S. Saha | $4,538,925 | | S. Kemps | $3,980,633 | | D. Draper | $1,116,584 |

  106. 2025 Summary Compensation Table

    (a) Reflects the maximum value for the replacement PSUs granted on March 1, 2025. (b) Reflects the maximum value for the CARFAX PSUs granted on March 1, 2025. The dollar amounts listed in this column do not necessarily reflect the dollar amounts of compensation actually realized or that may be realized by our named executive officers. These awards are further described on pages 76 through 79 of this Proxy Statement. (4) The amounts reported in this column represent the cash incentive awards paid under the Company’s Key Executive Short-Term Incentive Compensation Plan to all of our named executive officers. For Mr. Draper, the amounts reported in this column also reflect payments pursuant to his S&P Dow Jones Indices Long-Term Performance Cash Awards for the applicable three-year performance periods. For additional information regarding these long-term performance cash awards, see pages 64 through 66 of this Proxy Statement. (5) The amounts reported in this column include benefits under the Employee Retirement Plan of S&P Global Inc. and its Subsidiaries (ERP) and the S&P Global Inc. Employee Retirement Plan Supplement (ERPS), which are described on pages 81 through 82 of this Proxy Statement. The 2025 present value of accumulated benefits increased from the 2024 present values by $2,393 for Ms. Cheung and $1,630 for Mr. Craig. None of our other NEOs are participants in the ERP or ERPS since they did not meet the eligibility requirements on April 1, 2012, when participation in the plans was frozen. These amounts are disclosed in the “2025 Pension Benefits Table” beginning on page 81 of this Proxy Statement. No NEO had above-market earnings on non-qualified deferred compensation in 2025. (6) The amounts shown in this column for 2025 include the items described below. Perquisites and other personal benefits that exceeded the greater of $25,000 or 10% of total perquisites and other personal benefits for each NEO for 2025 were as follows:

  107. 2025 Summary Compensation Table

    | Name | 401(k) Savings and Profit Sharing Plan ($) (a) | 401(k) Savings and Profit Sharing Plan Supplement ($) (a) | Company Charitable Match ($) (b) | | M. Cheung | $29,750 | $277,589 | $50,000 | | E. Aboaf | $10,438 | $21,900 | $50,000 | | C. Craig | $29,750 | $97,362 | $— | | W. Eager | $16,500 | $73,367 | $50,000 | | S. Saha | $29,750 | $187,177 | $50,000 | | S. Kemps | $29,750 | $170,425 | $— | | D. Draper | $29,750 | $158,352 | $50,000 |

  108. 2025 Summary Compensation Table

    (a) These amounts represent Company made contributions under the 401(k) Plan and the 401(k) Plan Supplement in respect of 2025. (b) This amount represents charitable contribution(s) made by the Company in the executive’s name under the S&P Global Matching Gift Program. All other total perquisites and other personal benefits for each NEO were as follows: • The amount for Ms. Cheung includes the costs paid to a third-party firm providing dedicated security personnel assigned to Ms. Cheung for her transport on rare occasions (including overtime spend), and the aggregate incremental cost to the Company associated with Ms. Cheung’s personal use of Company cars. The aggregate incremental cost to the Company was determined by multiplying the fuel and depreciation costs incurred by the Company in operating its Company-owned cars by a fraction, the numerator of which was the total number of personal miles driven by Ms. Cheung in 2025 and the denominator of which was the total number of miles that the Company owned cars were driven in 2025. The aggregate incremental cost to the Company does not include fixed costs that would be incurred regardless of Ms. Cheung’s personal use of the Company-owned cars (e.g., insurance premiums and driver salaries). The amount for Ms. Cheung also includes the costs of licenses for elective coverage under a PII protection and visibility-reduction program for Ms. Cheung and family, professional services (inclusive of financial counseling, tax planning and preparation, and estate planning) expense reimbursement, Company-made contributions through the S&P Global PAC program and Company-paid life and disability insurance premiums. • The amount for Mr. Aboaf includes professional services (inclusive of financial counseling, tax planning and preparation, and estate planning) expense reimbursement, Company-paid life and disability insurance premiums and User Reward funds allocated to his charitable giving account. • The amount for Mr. Craig includes Company-paid life and disability insurance premiums and User Reward funds allocated to his charitable giving account. • The amount for Mr. Eager includes (i) professional services (inclusive of financial counseling, tax planning and preparation, and estate planning) expense reimbursement and Company-paid life and disability insurance premiums and (ii) miscellaneous perquisites and $1,333 in associated tax assistance received by Mr. Eager in connection with his prior role as CEO of CARFAX before his promotion to President, S&P Global Mobility. • The amount for Mr. Saha includes the cost of a license for elective coverage under a PII protection and visibility-reduction program, professional services (inclusive of financial counseling, tax planning and preparation, and estate planning) expense reimbursement, Company-paid life and disability insurance premiums, Company paid annual physical health examination and User Reward funds allocated to his charitable giving account. • The amount for Mr. Kemps includes the cost of a license for elective coverage under a PII protection and visibility-reduction program, professional services (inclusive of financial counseling, tax planning and preparation, and estate planning) expense reimbursement, Company-paid life and disability insurance premiums, and Company paid annual physical health examination. • The amount for Mr. Draper includes the cost of a license for elective coverage under a PII protection and visibility-reduction program, professional services (inclusive of financial counseling, tax planning and preparation, and estate planning) expense reimbursement, Company-paid life and disability insurance premiums, Company paid annual physical health examination, Company-made contributions through the S&P Global PAC program and User Reward funds allocated to his charitable giving account. (7) Mr. Aboaf was appointed EVP, Chief Financial Officer effective February 19, 2025. Mr. Aboaf’s base salary is prorated accordingly. (8) Mr. Draper ceased serving as the Chief Executive Officer of S&P Dow Jones Indices effective November 1, 2025, in advance of his upcoming departure from the Company scheduled for June, 2026.

  109. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table The following table contains information concerning each grant of an award made to the named executive officers in 2025:

  110. 2025 Grants of Plan-Based Awards Table

    | | | Date Approved by Compensation and Leadership Development Committee (mm/dd/yyyy) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)(2) | | Estimated Future Payouts Under Equity Incentive Plan Awards (1)(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (4) | Grant Date Fair Value of Stock Awards ($) (5) | | Name | Grant Date (mm/dd/yyyy) | | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | M. Cheung | | | $2,250,000 | $4,500,000 | | | | | | | | 3/1/2025 | 2/25/2025 | | | | 11,775 | 23,550 | | $6,284,789 | | | 3/1/2025 | 2/25/2025 | | | | | | 5,046 | $2,693,252 | | E. Aboaf | | | $1,800,000 | $3,600,000 | | | | | | | | 3/1/2025 | 2/25/2025 | | | | 8,504 | 17,008 | | $4,538,925 | | | 3/1/2025 | 2/25/2025 | | | | 7,719 | 15,438 | | $4,119,939 | | | 3/1/2025 | 2/25/2025 | | | | | | 3,644 | $1,944,949 | | | 3/1/2025 | 2/25/2025 | | | | | | 3,308 | $1,765,612 | | C. Craig | | | $650,000 | $1,300,000 | | | | | | | | 3/1/2025 | 2/25/2025 | | | | 654 | 1,308 | | $349,066 | | | 3/1/2025 | 2/25/2025 | | | | | | 280 | $149,447 | | W. Eager | | | $900,000 | $1,800,000 | | | | | | | | 3/1/2025 | 2/25/2025 | | | | 915 | 1,830 | | $488,372 | | | 3/1/2025 | 2/25/2025 | | | 1,869 | 3,738 | 7,476 | | $1,995,120 | | | 3/1/2025 | 2/25/2025 | | | | | | 392 | $209,226 | | | 8/15/2025 | 7/28/2025 | | | | | | 3,569 | $1,986,041 | | S. Saha | | | $1,350,000 | $2,700,000 | | | | | | | | 3/1/2025 | 2/25/2025 | | | | 4,252 | 8,504 | | $2,269,462 | | | 3/1/2025 | 2/25/2025 | | | | | | 1,822 | $972,474 | | S. Kemps | | | $1,000,000 | $2,000,000 | | | | | | | | 3/1/2025 | 2/25/2025 | | | | 3,729 | 7,458 | | $1,990,316 | | | 3/1/2025 | 2/25/2025 | | | | | | 1,598 | $852,917 | | D. Draper | | | $1,000,000 | $2,000,000 | | | | | | | | 3/1/2025 | 2/25/2025 | | | | 1,046 | 2,092 | | $558,292 | | | 3/1/2025 | 2/25/2025 | | | | | | 448 | $239,116 | | | 3/1/2025 | 2/25/2025 | $1,200,000 | $2,400,000 | | | | | |

  111. 2025 Grants of Plan-Based Awards Table

    (1) Non-equity and equity incentive plan awards do not have minimum threshold amounts, except for the CARFAX PSU award granted to Mr. Eager. Consequently, no threshold amounts are listed other than for the CARFAX PSU award. The non-equity incentive plan awards reflect target and maximum payouts with respect to the 2025 Key Executive Short-Term Incentive Compensation Plan, which is discussed beginning on page 56 of this Proxy Statement. For Mr. Draper, the non-equity incentive plan awards also reflects target and maximum payouts with respect to his S&P Dow Jones Indices Long-Term Performance Cash Award for the 2025-2027 performance period. (2) For Mr. Aboaf, the target and maximum amounts for the non-equity incentive plan awards reflect his full-year 2025 amounts; however, Mr. Aboaf’s 2025 actual annual incentive award was prorated based on his employment commencement date of February 19, 2025. For Mr. Eager, the target and maximum amounts for the non-equity incentive plan awards reflect the increases to these amounts that became effective on August 15, 2025 in connection with his promotion to President, S&P Global Mobility; for 2025, his bonus payout reflected a blend of this increased target annual incentive opportunity and his pre-promotion target annual incentive opportunity of $700,000, as described on page 56 of this Proxy Statement. (3) For all NEOs, reflects PSUs granted during the fiscal year under the Company’s 2019 Stock Incentive Plan, which are discussed on pages 64 through 65 of this Proxy Statement. These PSUs are scheduled to vest at the end of a three-year performance period (January 1, 2025 — December 31, 2027) and to pay out by March 2028, with payment ranging up to a maximum of 200% of the target award based on the attainment level of a cumulative non-GAAP ICP Adjusted EPS goal. In addition, the grant to Mr. Eager of 3,738 target units reflects the grant of CARFAX PSUs under the Company’s 2019 Stock Incentive Plan, which are discussed on pages 64 through 65 of this Proxy Statement. These CARFAX PSUs are also scheduled to vest at the end of a three-year performance period (January 1, 2025 — December 31, 2027) and to pay out by March 2028, with payment ranging from a minimum of 50% up to a maximum of 200% of the the target award based on the attainment level of a cumulative non-GAAP ICP Adjusted EBITA goal for CARFAX U.S. The PSUs granted to our NEOs during the fiscal year, including the CARFAX PSUs, do not include any dividend rights. (4) Reflects time-based RSUs granted during the fiscal year under the Company’s 2019 Stock Incentive Plan, which are discussed on page 64 of this Proxy Statement. All of the RSUs granted on March 1, 2025, except for Mr. Aboaf’s replacement award of 3,308 RSUs, vested 33% on December 31, 2025, and are scheduled to vest 33% on December 31, 2026 and 34% on December 31, 2027. Mr. Aboaf’s replacement RSU award, discussed on pages 65 through 66 of this Proxy Statement, vested 33% on March 1, 2026, and is scheduled to vest 33% on March 1, 2027 and 34% on March 1, 2028. The RSUs granted to Mr. Eager on August 15, 2025 are scheduled to vest 100% on August 15, 2028. The NEOs are entitled to receive cash dividend equivalents on the RSUs granted during the fiscal year, subject to all of the same vesting and payment provisions as the underlying awards. (5) The amounts in this column for the PSU and RSU awards reflect their aggregate grant date fair values, calculated in accordance with FASB ASC Topic 718, Stock Compensation, as disclosed in Footnote 8 to the Consolidated Financial Statements, which appears in the Company’s Form 10-K for the 2025 year filed with the SEC on February 11, 2026, excluding the effect of estimated forfeitures. The amounts in this column for the PSUs were calculated based on the probable outcome of the performance condition as of the grant date in accordance with FASB ASC Topic 718. For the values of these PSUs, assuming attainment of the maximum level of performance, see Footnote 3 to the “2025 Summary Compensation Table” beginning on page 73 of this Proxy Statement. The actual value, if any, realized by each NEO for these PSU and RSU awards is a function of the value of the shares if and when they vest. For additional information on how we account for stock-based compensation, see Footnote 8 to the Consolidated Financial Statements, which appears in the Company’s Form 10-K filed with the SEC on February 11, 2026.

  112. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    Outstanding Equity Awards at 2025 Fiscal Year-End Table The following table contains information concerning stock that has not vested and other equity incentive plan awards outstanding on December 31, 2025 for each of the named executive officers:

  113. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | | | Stock Awards | | | | | Name | Grant Date (mm/dd/yyyy) | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4) | | M. Cheung | 3/1/2025 | 3,381 | $1,766,877 | 23,550 | $12,306,995 | | | 3/1/2024 | 891 | $465,628 | 12,222 | $6,387,095 | | E. Aboaf | 3/1/2025 | 2,442 | $1,276,165 | 17,008 | $8,888,211 | | | 3/1/2025 | 3,308 | $1,728,728 | 15,438 | $8,067,744 | | C. Craig | 3/1/2025 | 188 | $98,247 | 1,308 | $683,548 | | | 3/1/2024 | 119 | $62,188 | 1,628 | $850,777 | | | 2/12/2024 | 1,560 | $815,240 | | | | | 4/1/2023 | 1,480 | $773,433 | | | | W. Eager | 8/15/2025 | 3,569 | $1,865,124 | | | | | 3/1/2025 | 263 | $137,441 | 1,830 | $956,340 | | | 3/1/2025 | | | 7,476 | $3,906,883 | | | 3/1/2024 | 119 | $62,188 | 1,628 | $850,777 | | | 3/1/2024 | | | 8,148 | $4,258,063 | | | 5/3/2022 | 3,784 | $1,977,481 | | | | | 2/28/2022 | 254 | $132,738 | | | | S. Saha | 3/1/2025 | 1,221 | $638,082 | 8,504 | $4,444,105 | | | 3/1/2024 | 678 | $354,316 | 9,288 | $4,853,816 | | S. Kemps | 3/1/2025 | 1,071 | $559,694 | 7,458 | $3,897,476 | | | 3/1/2024 | 606 | $316,690 | 8,310 | $4,342,723 | | D. Draper | 3/1/2025 | 301 | $157,300 | 2,092 | $1,093,258 | | | 3/1/2024 | 190 | $99,292 | 2,606 | $1,361,870 |

  114. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    (1) Represents RSU awards which are not performance-based. RSU awards granted on March 1, except for Mr. Aboaf’s replacement “make whole” RSU award of 3,308 units, vest in three approximately equal annual installments on December 31 of each year, commencing on December 31 of the year of grant. Mr. Aboaf’s replacement RSU award vests in three approximately equal annual installments commencing on the first anniversary of the grant date. Mr. Craig’s February 12, 2024 and April 1, 2023 awards each vest in three approximately equal annual installments commencing on the first anniversaries of the respective grant dates. Mr. Eager’s RSU awards not granted on March 1 vest as follows: (i) the August 15, 2025 award vests in full on the third anniversary of the grant date; (ii) the May 3, 2022 award, representing units acquired upon satisfaction of performance criteria for a performance-based restricted stock unit award, vests in three approximately equal installments on December 31 of each year, commencing on December 31, 2024; and (iii) the February 28, 2022 award, representing shares awarded in replacement of legacy IHS Markit equity awards previously held by Mr. Eager, vested on February 1, 2026. (2) Market value determined based on the closing price of our common stock on December 31, 2025 of $522.59. The amounts for the awards do not necessarily reflect the dollar amounts of compensation that may be realized by our named executive officers. (3) Represents PSU awards, including: (i) PSUs granted in 2024 and 2025 that are scheduled to vest at the end of a three-year performance period (January 1, 2024 — December 31, 2026 for the 2024 grants and January 1, 2025 — December 31, 2027 for the 2025 grants) and to pay out by March of the year following the end of the performance cycle, with payment ranging up to a maximum of 200% of the target award based on the attainment level of a cumulative non-GAAP ICP Adjusted EPS goal; and (ii) for Mr. Eager only, CARFAX PSUs granted in 2024 and 2025 that are scheduled to vest at the end of a three-year performance period (January 1, 2024 — December 31, 2026 for the 2024 grant and January 1, 2025 — December 31, 2027 for the 2025 grant) and to pay out by March of the year following the end of the performance cycle, with payment ranging up to a maximum of 200% of the target award based on the attainment level of a cumulative non-GAAP ICP Adjusted EBITA goal for CARFAX U.S. (4) Based on performance through December 31, 2025 and the closing price of our common stock on December 31, 2025 of $522.59. In accordance with SEC rules, the number of PSUs and CARFAX PSUs reflected in the table represents the maximum number of PSUs and CARFAX PSUs granted in 2024 and 2025 under the Company’s 2019 Stock Incentive Plan that are realizable in connection with the achievement of pre-established performance targets over the applicable performance periods. The actual number of PSUs and CARFAX PSUs, if any, that will vest will be based on the level of achievement of the applicable performance goal as of the actual end of the applicable performance period. For more information on the terms of awards granted in 2025, see pages 64 through 66 of the “Compensation Discussion and Analysis” included in this Proxy Statement.

  115. Option Exercises and Stock Vested in 2025 Table

    Option Exercises and Stock Vested in 2025 Table The following table contains information concerning each vesting of PSUs and RSUs during 2025 (including PSUs and RSUs that vested on December 31, 2025 but did not settle until early 2026) for each of the named executive officers:

  116. Option Exercises and Stock Vested in 2025 Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | M. Cheung | 32,426 | $17,131,062 | | E. Aboaf | 1,202 | $628,153 | | C. Craig | 4,039 | $2,100,644 | | W. Eager | 15,589 | $8,145,966 | | S. Saha | 13,252 | $6,968,179 | | S. Kemps | 18,530 | $9,786,853 | | D. Draper | 11,273 | $5,976,800 |

  117. Option Exercises and Stock Vested in 2025 Table

    (1) Represents the amounts realized based on the closing price of the Company’s common stock on the applicable vesting date (or the immediately preceding trading day for any vesting date that fell on a weekend), including for: (i) PSUs earned by our NEOs, as well as CARFAX PSUs for Mr. Eager, for the three-year performance period beginning in fiscal year 2023 that vested on December 31, 2025 and paid out in February 2026; (ii) PSUs earned by certain of our our NEOs that were granted in 2022 as special “Founders Grants” following the Company’s merger with IHS Markit, which vested at the end of the three-year performance period on February 28, 2025 and paid out in March 2025; and (iii) time-based RSUs that vested during fiscal year 2025.

  118. 2025 Pension Benefits Table

    2025 Pension Benefits Table The following table contains information with respect to each Plan of the Company that provides for payments or other benefits to the named executive officers at, following or in connection with retirement:

  119. 2025 Pension Benefits Table

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) (1)(2) | | M. Cheung | ERP | 1 | $21,559 | | | ERPS | 1 | $— | | | Total | | $21,559 | | E. Aboaf | ERP | — | $— | | | ERPS | — | $— | | | Total | | $— | | C. Craig | ERP | 1 | $15,632 | | | ERPS | 1 | $— | | | Total | | $15,632 | | W. Eager | ERP | — | $— | | | ERPS | — | $— | | | Total | | $— | | S. Saha | ERP | — | $— | | | ERPS | — | $— | | | Total | | $— | | S. Kemps | ERP | — | $— | | | ERPS | — | $— | | | Total | | $— | | D. Draper | ERP | — | $— | | | ERPS | — | $— | | | Total | | $— |

  120. 2025 Pension Benefits Table

    (1) The benefit amounts shown in the table are actuarial present values of the benefits accumulated through December 31, 2025, as described below. The actuarial present value is calculated by estimating the expected future payments starting at an assumed retirement age, weighting the estimated payments by the estimated probability of surviving to each post-retirement age, and discounting the weighted payments at an assumed discount rate to reflect the time value of money. The actuarial present value represents an estimate of the amount which, if invested today at an assumed discount rate of 5.45% for the ERP and 5.33% for the ERPS, would be sufficient on an average basis to provide the estimated future payments based on the benefit currently accrued. The assumed retirement age is the earliest age at which a participant could retire without any benefit reduction due to age. The actual benefit present values will vary from these estimates depending on many factors, including an executive’s actual retirement age. (2) As discussed further on page 82 of this Proxy Statement, on April 1, 2012 the Company “froze” the ERP and ERPS to new participants and future accruals. Final benefits are calculated based on that date, and no additional adjustments are made based on additional service or pay after that date. Other than Ms. Cheung and Mr. Craig, none of the other NEOs are participants in the ERP or ERPS since they did not meet the eligibility requirements by April 1, 2012. Ms. Cheung and Mr. Craig are entitled to retirement benefits under two defined benefit plans of the Company: the Employee Retirement Plan of S&P Global Inc. and Its Subsidiaries (generally referred to as the “ERP”) and the S&P Global Inc. Employee Retirement Plan Supplement (generally referred to as the “ERP Supplement” or “ERPS”). Ms. Cheung and Mr. Craig were fully vested in the benefits pursuant to the ERP, and neither had a balance in the ERPS, in each case, as of December 31, 2025.

  121. Employee Retirement Plan of S&P Global Inc. and Its Subsidiaries (“ERP”)

    Employee Retirement Plan of S&P Global Inc. and Its Subsidiaries (“ERP”) The ERP is a qualified defined benefit pension plan which provides retirement benefits to eligible U.S.-based employees of the Company and which was frozen to new participants and future accruals as of April 1, 2012. The plan pays benefits at retirement to participants who terminate or retire from the Company after meeting the eligibility requirements for a benefit. The retirement benefit is based on a percentage of a participant’s total plan compensation during such participant’s employment with the Company (this is called a career pay formula). A participant’s annual benefit accrual under the ERP is calculated as 1% of Plan compensation. The plan compensation includes the participant’s base salary and short-term incentive award. Because this is a qualified plan, the plan compensation is restricted by the compensation limit imposed by the Internal Revenue Code. In 2012, the last year for which any benefits accrued under the ERP, this compensation limit was $250,000. The retirement benefit payable from the ERP is the sum of each year’s annual benefit accrual. This amount is available unreduced at the earlier of the ERP’s normal retirement age of 65 or age 62 if a participant has 10 years of service with the Company. If a participant has attained age 55 with 10 years of service with the Company, an early retirement benefit is available. The benefit is reduced by 4% per year for each year of payment prior to age 62 to reflect the earlier payments. Participants can choose from among several optional forms of annuity payments under the ERP. A participant receives the highest monthly payment under a single life annuity, while the other payment forms result in a lower monthly benefit generally because payment may be made to a surviving joint annuitant or beneficiary following the participant’s death. The present value estimates shown in the “2025 Pension Benefits Table” assume payment of the named executive officers’ accumulated benefits under the ERP, based on pay and service earned through April 1, 2012, in the form of a single life annuity commencing on the earliest date the benefits are available unreduced (age 62 in the case of Ms. Cheung and Mr Craig, since they had completed at least 10 years of vesting service as of December 31, 2025). The values assume a discount rate of 5.45% and a mortality assumption based on the fully generational PRI2012 mortality table with MP-2021 improvement scale.

  122. S&P Global Inc. Employee Retirement Plan Supplement (“ERPS”)

    S&P Global Inc. Employee Retirement Plan Supplement (“ERPS”) The ERPS is a non-qualified pension plan which was similarly frozen to new participants and future accruals as of April 1, 2012. Prior to the freeze, the ERPS was intended to help attract and retain the executive workforce by providing benefits incremental to those permitted under the ERP. The ERPS is designed to restore retirement benefits that cannot be paid under the ERP due to Internal Revenue Code limits. The benefit provided under the ERPS will effectively equal the difference between the benefit that would have been earned under the ERP, without regard to any pay or benefit limits, and the actual benefit payable under the ERP. All participants under the ERP were eligible to participate in the ERPS, provided that the ERP benefits were limited by the Internal Revenue Code limits. In general, a participant’s annual accrual under the ERPS is determined based on 1% of the compensation under the ERP in excess of the Internal Revenue Code compensation limit for that year ($250,000 in 2012). The retirement benefit payable under the ERPS is the sum of each year’s annual benefit accrual. ERPS payments commence one year following separation from service or, if later, age 65, or age 62 with 10 years of service with the Company. The ERPS was amended in 2025 to implement a cashout provision that allows the Company, in its sole discretion, to pay a lump sum if certain tax code requirements are met.

  123. 2025 Non-Qualified Deferred Compensation Table

    2025 Non-Qualified Deferred Compensation Table The following Non-Qualified Deferred Compensation Table contains information concerning non-qualified savings and deferral plans offered to our named executive officers:

  124. 2025 Non-Qualified Deferred Compensation Table

    | Name | Plan | Executive Contributions in Last Fiscal Year ($) (1) | Company Contributions in Last Fiscal Year ($) (2) | Aggregate Earnings in Last Fiscal Year ($) (3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | M. Cheung | 401(k) Plan Supplement | $979,725 | $277,589 | $116,921 | $— | $4,449,839 | | E. Aboaf | 401(k) Plan Supplement | $21,900 | $21,900 | $264 | $— | $44,064 | | C. Craig | 401(k) Plan Supplement | $286,358 | $97,362 | $35,463 | $— | $1,385,484 | | W. Eager | 401(k) Plan Supplement | $146,734 | $73,367 | $11,866 | $— | $493,452 | | S. Saha | 401(k) Plan Supplement | $132,125 | $187,177 | $40,176 | $— | $1,521,053 | | S. Kemps | 401(k) Plan Supplement | $120,300 | $170,425 | $58,119 | $— | $2,124,766 | | D. Draper | 401(k) Plan Supplement | $111,778 | $158,352 | $27,391 | $— | $1,063,392 |

  125. 2025 Non-Qualified Deferred Compensation Table

    (1) Reflects executive contributions to the 401(k) Plan Supplement in respect of the 2025 fiscal year, as further described below. (2) Reflects Company contributions to the 401(k) Plan Supplement, including employer supplemental matching and profit sharing supplemental contributions, in respect of the 2025 fiscal year, all of which are reported in the “All Other Compensation” column of the “2025 Summary Compensation Table” on pages 73 through 75 of this Proxy Statement. (3) Reflects non-qualified deferred compensation earnings under the 401(k) Plan Supplement.

  126. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control The NEOs may be eligible to receive certain payments and benefits under our severance, incentive and retirement plans in connection with the NEO’s termination of employment or a change-in-control. Described below are the specific events that would trigger the payments and benefits, and the estimated payments and benefits that would be provided to the named executive officers upon the occurrence of these events.

  127. Estimated Severance as of December 31, 2025

    | Name | Payment on Termination ($) (1) | Payment on Termination Following Change-in-Control ($) (2) | | M. Cheung | $2,408,968 | $7,133,968 | | E. Aboaf | $875,661 | $5,563,161 | | C. Craig | $583,497 | $583,497 | | W. Eager | $1,110,434 | $3,357,934 | | S. Saha | $1,301,809 | $4,521,809 | | S. Kemps (3) | $3,603,648 | $3,603,648 | | D. Draper (4) | $1,194,016 | $3,651,516 |

  128. Estimated Short-Term Incentive Payments as of December 31, 2025

    | Name | Payment on Termination ($) (1) | Payment on Change-in-Control ($) (2) | | M. Cheung | $2,445,300 | $1,764,416 | | E. Aboaf | $1,693,621 | $1,188,713 | | C. Craig | $706,420 | $553,275 | | W. Eager | $931,397 | $880,750 | | S. Saha | $1,441,800 | $1,339,028 | | S. Kemps | $1,086,800 | $1,213,333 | | D. Draper (3) | $1,235,600 | $1,217,653 |

  129. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the applicable SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees (based on the median, as described below) and that of our President and CEO, Ms. Cheung. We believe that the pay ratio included in this information is a reasonable estimate calculated in a manner consistent with SEC rules. • For 2025, the median annual total compensation of all of our employees (other than our CEO) was $40,158. • The annual total compensation of our CEO was $12,831,062, as reported in the “2025 Summary Compensation Table” on page 73 of this Proxy Statement. • Based on this information, for 2025, the ratio of the annual total compensation of our CEO to the median annual total compensation of all other employees was estimated to be 320 to 1.

  130. Pay Versus Performance

    Pay Versus Performance 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, the following table provides information about the relationship between executive “Compensation Actually Paid” (as defined by SEC rules) and certain financial performance measures. Our Compensation Committee believes in linking executive pay to Company performance and heavily weights variable compensation to reward achievements against pre-established, quantifiable financial performance objectives and individual strategic performance objectives. With the majority of executive pay delivered as variable incentive compensation and in the form of equity-based awards that track our stock price performance over time, the value ultimately realized by our executives is directly tied to shareholder value creation. Please see the “Compensation Discussion and Analysis” section of this Proxy Statement for more information regarding the decisions made by our Compensation Committee regarding CEO and NEO pay for performance alignment, and the compensation actually received by our NEOs, which differs from the amounts in the table set forth below. “Compensation Actually Paid”, calculated in accordance with SEC rules, requires several adjustments to the values of our vested and unvested equity awards based on year-end stock price, various accounting valuation assumptions and projected performance payout factors for outstanding performance-based equity awards. As a result, the amounts in the table below do not reflect the actual amount of compensation earned or paid to our NEOs, and the Compensation Committee did not consider these amounts when making its incentive compensation decisions.

  131. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for CEO (Cheung) (1) ($) (b) | “Compensation Actually Paid” to CEO (Cheung) (2) ($) (c) | Summary Compensation Table Total for Former CEO (Peterson) (1) ($) (d) | “Compensation Actually Paid” to Former CEO (Peterson) (2) ($) (e) | Average Summary Compensation Table Total for Non-CEO NEOs (1) ($) (f) | Average “Compensation Actually Paid” to Non-CEO NEOs (2) ($) (g) | Total Shareholder Return (3) ($) (h) | Peer Group Total Shareholder Return (3) ($) (i) | Net Income (in Millions) (4) ($) (j) | Non-GAAP ICP Adjusted Diluted Earnings Per Share (5) ($) (k) | | 2025 | $12,831,062 | $16,625,418 | $— | $— | $6,916,011 | $8,527,668 | $166 | $155 | $4,820 | $18.20 | | 2024 | $7,574,922 | $15,204,871 | $23,979,719 | $54,929,776 | $4,727,987 | $5,873,856 | $157 | $148 | $4,167 | $16.23 | | 2023 | $— | $— | $19,506,412 | $31,021,988 | $5,628,458 | $9,139,695 | $138 | $128 | $2,893 | $14.06 | | 2022 | $— | $— | $28,637,507 | $(9,225,719) | $11,341,452 | $3,426,362 | $104 | $98 | $3,522 | $12.36 | | 2021 | $— | $— | $16,143,770 | $45,607,587 | $5,083,397 | $11,305,553 | $145 | $128 | $3,263 | $13.43 |

  132. Pay Versus Performance

    (1) Douglas Peterson served as our President and CEO until Martina Cheung became our President and CEO on November 1, 2024. Compensation for our current and former CEOs reflects the amounts reported in the “Summary Compensation Table” for the respective years in which each served as our CEO. Average compensation for non-CEO NEOs is based on the compensation of the following NEOs: (i) in 2025, Christopher Craig, Steven Kemps, Saugata Saha, Daniel Draper, William Eager and Eric Aboaf; (ii) in 2024, Christopher Craig, Ewout Steenbergen, Sally Moore, Steven Kemps, Saugata Saha and Adam Kansler; (iii) in 2023 and 2022, Ewout Steenbergen, Martina Cheung, Adam Kansler and Daniel Draper; and (iv) in 2021, Ewout Steenbergen, John Berisford, Martina Cheung and Saugata Saha. (2) “Compensation actually paid” for our CEO, former CEO, and average “compensation actually paid” for our non-CEO NEOs in each fiscal year reflects the respective Summary Compensation Table total amounts as set forth in columns (b), (d) and (f) of the table above, respectively, adjusted as set forth in the table below, as determined in accordance with SEC rules. For information regarding the decisions made by our Compensation Committee in regards to the CEO’s and other NEOs’ compensation for fiscal year 2025, see pages 48 through 54 of this Proxy Statement.

  133. Pay Versus Performance

    | | CEO 2025 | Average Non-CEO NEOs 2025 | | Summary Compensation Table Total | $12,831,062 | $6,916,011 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | $(8,978,041) | $(4,071,546) | | Plus Year-End Fair Value of Outstanding Unvested Awards Granted in the Covered Year | $9,709,811 | $4,743,111 | | Change in Fair Value of Outstanding Unvested Awards from Prior Years | $833,977 | $306,035 | | Plus Fair Value as of the Vesting Date of Vested Awards Granted in the Covered Year | $870,112 | $234,991 | | Change in Fair Value of Awards from Prior Years that Vested in the Covered Year | $1,335,847 | $387,083 | | Less Fair Value of Awards Forfeited during the Covered Year | $— | $— | | Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards | $25,043 | $12,255 | | Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | $(2,393) | $(272) | | Plus Aggregate Service Cost and Prior Service Cost for Pension Plans | $— | $— | | “Compensation Actually Paid” | $16,625,418 | $8,527,668 |

  134. Pay Versus Performance

    Fair values of equity awards set forth in the table above are computed in accordance with FASB ASC Topic 718 as of the end of the respective fiscal year, other than fair values of equity awards that vest in the covered year, which are valued as of the applicable vesting date. The aggregate change in actuarial present value of accumulated benefit under pension plans reflects the amount reported for the covered year in the Summary Compensation Table. Service cost is calculated as the actuarial present value of benefits under all pension plans attributable to services rendered during the covered fiscal year. Prior service cost is calculated as the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered fiscal year that are attributable by the benefit formula to services rendered in periods prior to the applicable amendment. (3) TSR is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025 (the “2021-2025 Measurement Period”), 2024 (the “2021-2024 Measurement Period”), 2023 (the “2021-2023 Measurement Period”), 2022 (the “2021-2022 Measurement Period”) and 2021 (the “2021 Measurement Period”), respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is (i) with respect to the 2021 Measurement Period, the same as our peer group as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and (ii) with respect to the 2021-2022 Measurement Period, (x) for the portion of such measurement period ending on December 31, 2021, the same as our peer group as set forth in our Annual Report on Form 10-K for the year ended December 31, 2021, and (y) for the portion of such measurement period beginning on January 1, 2022 and ending on December 31, 2022, the same as our peer group as set forth in our Annual Report on Form 10-K for the year ended December 31, 2022. In 2022, due to the closing of our merger, IHS Markit was removed from the Company’s peer group. With respect to the 2021-2025 Measurement Period, the peer group for purposes of this table is the same as our peer group as set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, which is also the same as the peer group used for the 2021-2024 and 2021-2023 Measurement Periods, and the portion of the 2021-2022 Measurement Period beginning on January 1, 2022 and ending on December 31, 2022. (4) Reflects “Net Income” in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2025, 2024, 2023, 2022 and 2021. (5) For 2022, non-GAAP ICP Adjusted Diluted EPS is presented on a pro forma basis as if the merger with IHS Markit had closed on January 1, 2021. For 2021, 2023, 2024 and 2025, non-GAAP ICP Adjusted Diluted EPS is presented on a stand-alone basis. For descriptions and reconciliations of the non-GAAP adjustments made to the most directly comparable financial measures calculated in accordance with GAAP, see Appendix A.

  135. Relationship between “Compensation Actually Paid” and Performance

    Relationship between “Compensation Actually Paid” and Performance Calculated as required under SEC rules, the following graphs show the relationship between the “Compensation Actually Paid” to our CEO, former CEO, and other NEOs and the performance figures in the tabular disclosure above. We do not use TSR performance relative to a peer group or net income as performance measures for determining payouts under our incentive compensation programs.

  136. (1) “Compensation Actually Paid” and TSR

    (1) “Compensation Actually Paid” and TSR

  137. (2) “Compensation Actually Paid” and Net Income

    (2) “Compensation Actually Paid” and Net Income We have selected non-GAAP ICP Adjusted Diluted EPS as the most important performance factor used to determine executive pay, as the sole performance metric for our 3-year long-term PSU awards, which is the largest component of executive pay.

  138. (3) “Compensation Actually Paid” and Non-GAAP ICP Adjusted Diluted EPS

    (3) “Compensation Actually Paid” and Non-GAAP ICP Adjusted Diluted EPS

  139. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  140. 2025 Director Compensation Table

    2025 Director Compensation Table Directors who are employees of the Company receive no additional compensation for serving on the Board or its Committees. The following table contains information regarding the compensation that the Company paid to the non-employee Directors in 2025.

  141. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) (2) | Total ($) | | Marco Alverà | $142,500 | $225,000 | $60 | $367,560 | | Jacques Esculier | $130,000 (4) | $225,000 | $60 | $355,060 | | Gay Huey Evans (3) | $54,167 | $93,750 | $2,346 | $150,263 | | William Green | $124,000 | $225,000 | $50,060 | $399,060 | | Stephanie Hill | $139,000 | $225,000 | $60 | $364,060 | | Rebecca Jacoby | $150,000 | $225,000 | $50,060 | $425,060 | | Robert Kelly (3) | $51,667 | $93,750 | $25 | $145,442 | | Ian Livingston | $243,167 (4) | $225,000 | $50,060 | $518,227 | | Maria Morris | $139,000 | $225,000 | $50,060 | $414,060 | | Richard Thornburgh (3) | $124,583 | $93,750 | $50,025 | $268,358 | | Gregory Washington | $130,000 (5) | $225,000 | $50,060 | $405,060 |

  142. 2025 Director Compensation Table

    (1) Represents grant date fair value calculated in accordance with FASB ASC Topic 718 for deferred stock credited under the Director Deferred Stock Ownership Plan, as described below. The assumptions used to calculate the grant date fair value of the deferred share credits were in accordance with FASB ASC Topic 718 as disclosed in Footnote 8 to the 2025 Consolidated Financial Statements, which appear in the Company’s Form 10-K filed with the SEC on February 11, 2026. The awards outstanding under this Plan as of December 31, 2025, are as follows:

  143. 2025 Director Compensation Table

    | Name | # of Shares | | Marco Alverà | 4,553 | | Jacques Esculier | 2,159 | | Gay Huey Evans (a) | — | | William Green | 14,831 | | Stephanie Hill | 4,714 | | Rebecca Jacoby | 7,568 | | Robert Kelly (b) | 2,190 | | Ian Livingston | 2,145 | | Maria Morris | 4,999 | | Richard Thornburgh (c) | 11,089 | | Gregory Washington | 1,566 |

  144. 2025 Director Compensation Table

    (a) Due to her retirement, Ms. Huey Evans’ outstanding balance was paid following the 2025 Annual Meeting. (b) Due to his retirement, Mr. Kelly’s outstanding balance was paid in part following the 2025 Annual Meeting with the remaining portion to be paid out in 5 annual installments starting in May, 2026. (c) Due to his retirement, Mr. Thornburgh’s outstanding balance was paid in part following the 2025 Annual Meeting with the remaining portion to be paid out in 5 annual installments starting in May, 2026. Represents Company-paid life insurance premiums for all non-employee Directors and Company-made contributions under the S&P Global Matching Gift Program as follows:

  145. 2025 Director Compensation Table

    | Name | Company Charitable Match | | Gay Huey Evans | $2,321 | | William Green | $50,000 | | Rebecca Jacoby | $50,000 | | Ian Livingston | $50,000 | | Maria Morris | $50,000 | | Richard Thornburgh | $50,000 | | Gregory Washington | $50,000 |

  146. 2025 Director Compensation Table

    (3) Ms. Huey Evans and Messrs. Kelly and Thornburgh each retired from the Board at the 2025 Annual Meeting, which was held on May 7, 2025. Their cash and deferred stock awards were prorated pursuant to the terms of the director compensation program. (4) Voluntarily elected to defer all of this payment under the Director Deferred Stock Ownership Plan. (5) Voluntarily elected to defer all of this payment under the Director Deferred Compensation Plan.

  147. DIRECTOR COMPENSATION AND GOVERNANCE

    DIRECTOR COMPENSATION AND GOVERNANCE

  148. Overview of Key Best Practices

    | DIRECTOR COMPENSATION PRACTICE | | COMPANY POLICY | | ✔ | Emphasis on Equity Compensation | The most significant portion of non-employee Director compensation is the annual equity grant payable as an annual deferred share award. | | ✔ | Annual Compensation Limit | Non-employee Directors are subject to annual limits on their total compensation. | | ✔ | Holding Requirement | Our non-employee Directors must hold all equity compensation granted to them in the form of deferred share credits during their tenure until they retire, and shares of the Company’s common stock underlying these awards are not delivered until following a Director’s termination of Board membership. | | ✔ | Robust Stock Ownership Guidelines | Our Director stock ownership guidelines require Directors to acquire five times (5x) the cash component of the annual Board retainer in Company stock within five years of election to the Board. | | ✔ | Anti-Hedging and Anti-Pledging Policy | Our anti-hedging and anti-pledging policy prohibits Directors from engaging in hedging and pledging transactions related to Company stock. |

  149. Director Compensation Program

    Director Compensation Program The Nominating and Corporate Governance Committee, comprised of independent Directors, periodically reviews the competitiveness of the Company’s non-employee Director compensation based on pay practices among the Company’s Proxy Peer Group, as described on pages 44 through 45 of this Proxy Statement, and broader general industry practices for similarly sized companies in the S&P 500. The Nominating and Corporate Governance Committee recommends any changes to the Director compensation program in connection with this review to the Board. The Nominating and Corporate Governance Committee periodically engages Pay Governance LLC, an independent compensation consultant, to review director compensation survey data and advise the Committee on changes, if any, to non-employee Director compensation. We updated our non-employee Director compensation program, effective starting October 1, 2023, based on the Committee’s review of a competitive market analysis and advice of Pay Governance, which indicated our director compensation was well below the 25th percentile of our Proxy Peer Group, in order to deliver more market competitive total pay at median compensation levels. We have not made any additional changes to our non-employee Director compensation program subsequent to the changes that went into effect on October 1, 2023.

  150. Director Compensation Program

    | Compensation Elements | 2025 | | Annual Cash Retainer | $100,000 | | Board Non-Executive Chair Annual Cash Retainer | $175,000 | | Board and Committee Fees | None | | Annual Committee Chair Cash Retainer Audit Chair Compensation, Nominating and Finance Chair | | | | $20,000 | | | $15,000 | | Annual Committee Member Cash Retainer Audit Committee Compensation, Nominating and Finance Committees | | | | $18,000 | | | $12,000 | | Annual Deferred Share Credit | $225,000 |