Published
# S&P Global Inc. (SPGI) — Current Events Brief Period covered: material current reports from April 2025 through the second quarter of 2026 (quarter ended June 30, 2026). ## Filings that contain financial statements Several of S&P Global's current reports carry full financial statements, not just commentary. Anyone tracing an interim figure to a source filing should start here. - **Form 8-K filed July 28, 2026 — accession 0000064040-26-000040.** Exhibit 99.1 (the second quarter 2026 earnings release) contains condensed consolidated statements of income for the three and six months ended June 30, 2026 and 2025; a condensed consolidated balance sheet at June 30, 2026 with December 31, 2025 comparatives; a condensed consolidated statement of cash flows for the six months ended June 30, 2026 and 2025; and operating results by segment for both the three- and six-month periods. The same exhibit also carries Article 11 unaudited pro forma condensed consolidated statements of income for the three and six months ended June 30, 2026 and 2025, which reclassify Mobility as discontinued operations. **Note that the statement of cash flows in this filing is presented for the six-month period only — there is no three-month cash flow column.** - **Form 8-K/A filed July 6, 2026 — accession 0001104659-26-080571.** Exhibit 99.2 contains unaudited pro forma condensed consolidated statements of income for the three months ended March 31, 2026 and for each of the years ended December 31, 2025, 2024 and 2023, plus an unaudited pro forma condensed consolidated balance sheet as of March 31, 2026, all giving effect to the Mobility separation. Exhibit 99.1 carries recast quarterly segment financial information for full-year 2025, each of the four quarters of 2025, and the first quarter of 2026. - **Form 8-K filed April 28, 2026 — accession 0000064040-26-000019.** Exhibit 99 (the first quarter 2026 earnings release) contains the income statement for the three months ended March 31, 2026, a balance sheet at March 31, 2026, a statement of cash flows for the three-month period, and segment results. - **Form 8-K filed February 10, 2026 — accession 0000064040-26-000007.** Exhibit 99 (the fourth quarter and full-year 2025 earnings release) contains income statements for the quarter and year ended December 31, 2025, a balance sheet at December 31, 2025, full-year cash flows, and segment results. The 2025 quarterly earnings releases carry the same set of statements for their respective periods: accession 0000064040-25-000163 (third quarter 2025), 0000064040-25-000143 (second quarter 2025), 0000064040-25-000122 (first quarter 2025) and 0000064040-25-000046 (fourth quarter and full-year 2024). ## The Mobility separation — the defining event of the period This is the transaction that reshapes every comparative figure in S&P Global's financial statements, and it is **closed**, not pending. - **April 29, 2025 — intent announced.** S&P Global announced its intent to separate S&P Global Mobility into a standalone public company, to be effected as a spin-off intended to qualify as tax-free for U.S. federal income tax purposes. Mobility generated $1.6 billion of revenue in fiscal 2024, up roughly 8% year over year. Management said it expected to complete the separation within 12 to 18 months, subject to customary conditions including final board approval and effectiveness of a Form 10 registration statement. Accession 0000064040-25-000122 (Exhibit 99.2). - **July 31, 2025 — CEO designate named.** Bill Eager, then Chief Executive Officer of CARFAX, was appointed President of S&P Global Mobility effective August 15, 2025 and CEO designate of the business upon completion of the separation. Accession 0000064040-25-000143. - **May 7, 2026 — Form 10 filed.** Mobility Global Inc. filed its registration statement on Form 10 with the SEC. Accession 0001104659-26-057215. - **May 12, 2026 — Mobility investor day.** Mobility Global hosted an investor day in connection with the planned separation; the investor presentation was furnished as an exhibit. Accession 0001104659-26-058908. - **May 18 and May 19, 2026 — $2.0 billion of Mobility Global notes offered and priced.** Mobility Global Inc., then a newly formed holding company for the Mobility division, commenced a $2.0 billion Rule 144A/Regulation S private offering of senior notes ahead of the separation (accession 0001104659-26-063054) and priced it the following day: $650 million of 5.050% notes due 2029, $650 million of 5.450% notes due 2031, and $700 million of 6.050% notes due 2036. The offering was expected to close on May 29, 2026 subject to customary conditions. Accession 0001104659-26-063972. S&P Global's statement of cash flows for the six months ended June 30, 2026 reports $1,986 million of net proceeds from the issuance of senior notes (accession 0000064040-26-000040, Exhibit 99.1). - **May 20, 2026 — board approval and record date set.** The Board of Directors approved the separation, to be achieved through a pro rata distribution of 100% of Mobility Global common stock, one Mobility Global share for every S&P Global share held at the close of business on the June 15, 2026 record date, with distribution expected effective 12:01 a.m. New York time on July 1, 2026. Completion remained subject to customary conditions including Form 10 effectiveness. Accession 0001104659-26-064848. - **July 1, 2026 — separation completed.** The separation became effective at 12:01 a.m. New York time on July 1, 2026. S&P Global distributed 100% of Mobility Global's shares to holders of record as of June 15, 2026, one Mobility Global share per S&P Global share, with no fractional shares delivered. Mobility Global began regular-way trading on the New York Stock Exchange under the symbol "MBGL," and **S&P Global retains no ownership interest in Mobility Global.** In connection with the separation the two companies entered into a Separation and Distribution Agreement, a Tax Matters Agreement, a Transition Services Agreement and an Employee Matters Agreement, each dated June 30, 2026. The Transition Services Agreement has S&P Global providing information technology, finance and human resources services to Mobility Global on a transitional basis for generally up to 18 months. The Tax Matters Agreement imposes covenants on Mobility Global for the two-year period after the distribution date intended to preserve tax-free treatment. Accession 0001104659-26-080005. - **July 6, 2026 — recast financials and new segment structure.** S&P Global issued recast financial results excluding Mobility and amended its July 1 report to add the required pro forma financial information. With the spin complete the company operates with **four reportable segments**: Ratings (34% of 2025 recast revenue), Market Intelligence (34%), Energy (18%) and S&P Dow Jones Indices (13%). Energy is now presented with two external business lines, Platts (49% of 2025 recast division revenue) and CERA (51%); CERA absorbs the 451 Research and Maritime & Trade products previously reported in Market Intelligence. Accessions 0001104659-26-080571 (8-K/A) and, for the completion release, 0001104659-26-080005. Accounting consequence worth flagging: Mobility's operations qualify as discontinued operations effective July 1, 2026 for full-year 2026 reporting. Second quarter 2026 GAAP results **still include** Mobility for the full quarter; results from the third quarter of 2026 onward will not include Mobility on either a GAAP or adjusted basis. The company has also cautioned that its discontinued-operations estimates are preliminary and could change as the accounting is finalized in the third quarter 2026 Form 10-Q and the annual report (accession 0001104659-26-080571, Exhibit 99.2). ## Earnings and guidance - **February 10, 2026 — fourth quarter and full-year 2025 results; 2026 guidance initiated.** Full-year 2025 revenue rose 8% to $15.336 billion; GAAP net income rose 16% to $4.471 billion and GAAP diluted EPS rose 19% to $14.66; adjusted diluted EPS rose 14% to $17.83. Fourth quarter revenue was $3.916 billion, up 9%. Initial 2026 adjusted guidance called for organic constant currency revenue growth of 6.0% to 8.0% and adjusted diluted EPS of $19.40 to $19.65, with GAAP guidance deferred until the Mobility spin completed. Accession 0000064040-26-000007. - **April 28, 2026 — first quarter 2026 results; revenue guidance raised.** Revenue rose 10% to $4.171 billion. GAAP net income rose 28% to $1.395 billion and GAAP diluted EPS rose 32% to $4.69; adjusted diluted EPS rose 14% to $4.97. GAAP operating margin expanded 620 basis points and adjusted operating margin 100 basis points. Guidance was **raised** on reported revenue growth, to 6.3% to 8.3% from the prior range, while organic constant currency growth of 6.0% to 8.0% and adjusted diluted EPS of $19.40 to $19.65 were maintained. Accession 0000064040-26-000019. - **May 26, 2026 — guidance reiterated.** Alongside the Market Intelligence leadership change described below, the company reiterated its 2026 financial guidance. Accession 0000064040-26-000031. - **July 28, 2026 — second quarter 2026 results; guidance re-based onto a post-spin footing.** GAAP revenue rose 10% to $4.146 billion, GAAP operating profit rose 17% to $1.812 billion, GAAP net income rose 14% to $1.217 billion and GAAP diluted EPS rose 18% to $4.12. Excluding Mobility, pro forma revenue rose 11% to $3.678 billion, pro forma operating profit rose 21% to $1.757 billion, pro forma diluted EPS rose 26% to $4.08, and pro forma non-GAAP adjusted diluted EPS rose 23% to $4.83. Pro forma operating margin expanded 410 basis points to 47.8% and pro forma non-GAAP adjusted operating margin 200 basis points to 54.3%. Both percentages are computed on the $3.678 billion pro forma ex-Mobility revenue base, not the $4.146 billion GAAP base. On the GAAP basis, which still includes Mobility, second quarter operating margin was 43.7% ($1.812 billion of operating profit on $4.146 billion of revenue), or 44% rounded. Management attributed the pro forma margin improvement primarily to growth and margin expansion in Ratings, Indices and Market Intelligence, and cited record results in Ratings and Indices. 2026 guidance was restated on an ex-Mobility basis: revenue growth of 5.9% to 7.9%, organic constant currency revenue growth of 6.0% to 8.0%, GAAP diluted EPS of $16.35 to $16.60 and adjusted diluted EPS of $17.50 to $17.75, with GAAP margin expansion of 335 to 360 basis points and adjusted margin expansion of 35 to 60 basis points (75 to 100 basis points excluding OSTTRA). **The company states explicitly that this guidance is not directly comparable to prior guidance**, because the earlier adjusted guidance assumed a full-year contribution from Mobility, and that it had not previously provided 2026 GAAP guidance at all. Accession 0000064040-26-000040. ## Portfolio actions - **April 14, 2025 — OSTTRA sale signed.** S&P Global and CME Group signed a definitive agreement to sell OSTTRA, their 50/50 post-trade joint venture, to investment funds managed by KKR at a total enterprise value of $3.1 billion subject to customary adjustments, divided evenly between the two owners. Accession 0000950103-25-004777. - **October 10, 2025 — OSTTRA sale completed.** Completion was announced in a separate release dated October 10, 2025 and is confirmed in the third quarter 2025 earnings release, which states that guidance "reflects the completion of the OSTTRA divestiture, as of October 10, 2025" and records a per-share gain on the sale of $0.59. Readers should note that the closing was **not** the subject of its own current report; the disclosure sits inside the earnings exhibit at accession 0000064040-25-000163. - **October 30, 2025 — Enterprise Data Management and thinkFolio divestitures announced.** Both businesses sit within Market Intelligence and were expected to close "in the coming months." They were classified as held for sale at December 31, 2025. Accession 0000064040-25-000163. - **April 24, 2026 — Energy software divestiture agreed.** The company announced an agreement to divest the geoscience and petroleum engineering software portfolio in the Upstream software business within the Energy division, a transaction expected to close in the second half of 2026 or early 2027. It was classified as held for sale at March 31, 2026 and at June 30, 2026, when assets held for sale stood at $120 million. Disclosed in the first quarter 2026 earnings release, accession 0000064040-26-000019. - **July 28, 2026 — two inbound acquisitions announced, both signed and pending.** S&P Global announced an agreement to acquire a **majority stake in Agusto & Co.**, described as a leading Pan-African rating agency with operations in Nigeria, Kenya, Rwanda and Ghana, to complement and support the Ratings segment's growth strategy in Africa; closing is expected in the second half of 2026, subject to customary closing conditions including receipt of required regulatory approvals. It also announced a **definitive agreement to acquire datacenterHawk**, a provider of proprietary intelligence for the global data center, fiber optic and related infrastructure markets including its Fiber Locator platform, to be combined with 451 Research inside the Energy segment; closing is likewise expected in the second half of 2026, subject to customary closing conditions. No purchase price is disclosed for either, and neither is expected to have a material impact on the consolidated financial statements. Both were disclosed in the second quarter 2026 Form 10-Q, accession 0000064040-26-000045 (Note 2) — **neither was the subject of a current report**, so a reader working only from the 8-Ks would not see them. - **Dispositions landing in first-half 2026 results.** The six months ended June 30, 2026 include a $186 million gain on dispositions, of which $172 million arose in Market Intelligence, and $361 million of net proceeds from dispositions. Accession 0000064040-26-000040, Exhibit 99.1. - **With Intelligence acquisition.** Management cited the acquisition of With Intelligence, a private-markets business, as a 2025 growth driver and as a modest drag on adjusted operating margin through investment timing. Accessions 0000064040-25-000163 and 0000064040-26-000007. ## Capital returns and debt - **November 13, 2025 — new repurchase authorization and medium-term targets.** The Board authorized a new share repurchase program of **up to 30 million shares**, on top of a previously announced $2.5 billion accelerated share repurchase expected to launch in the fourth quarter of 2025. The company reiterated a capital return framework targeting roughly 85% of adjusted free cash flow. At the same event it introduced medium-term average annual targets of 7% to 9% organic constant currency revenue growth, 50 to 75 basis points of adjusted operating margin expansion, and double-digit adjusted diluted EPS growth, and renamed the S&P Global Commodity Insights division **S&P Global Energy**. Accession 0000064040-25-000175. - **December 1 and December 4, 2025 — $1.0 billion of senior notes issued.** S&P Global priced (accession 0001193125-25-304079) and then completed (accession 0001193125-25-308099) a Rule 144A/Regulation S private offering of $600 million of 4.250% senior notes due 2031 and $400 million of 4.800% senior notes due 2035, guaranteed by Standard & Poor's Financial Services LLC, issued under a tenth supplemental indenture dated December 4, 2025. Proceeds were designated for general corporate purposes including possible acquisitions, debt repayment, capital expenditures and share repurchases. The company also entered a registration rights agreement obliging it to pursue an exchange offer, with additional interest payable if the exchange is not completed within 365 days of issuance. - **Dividend.** The Board authorized a quarterly cash dividend of **$0.97** per share for 2026, described as marking the company's **53rd consecutive year of dividend increases** (accession 0000064040-26-000007), up from $0.96 in 2025 (accession 0000064040-25-000163). The $0.97 rate was reaffirmed in both the first and second quarter 2026 releases. - **Repurchases in 2026.** $1.0 billion of shares were repurchased in the first quarter and $500 million in the second, for $1.5 billion year to date through June 30, 2026. **The company now expects to repurchase more than $7 billion of shares in total in 2026** — a notable step up against the $5.0 billion repurchased in 2025. Average diluted shares fell about 3% year over year in the second quarter. For full-year 2025 the company returned $6.2 billion to shareholders ($1.2 billion of dividends and $5.0 billion of repurchases), which it put at 113% of adjusted free cash flow. Accessions 0000064040-26-000040, 0000064040-26-000019 and 0000064040-26-000007. ## Management, board and organization - **December 10, 2025 — Hubert Joly appointed director**, effective January 2, 2026, serving on the Compensation and Leadership Development Committee and the Audit Committee; board size increased from ten to eleven. Accession 0000064040-25-000179. - **November 4, 2025, as amended January 14, 2026 — Robert Moritz appointed director.** Initially announced effective March 1, 2026 (accession 0000064040-25-000171), the effective date was moved **earlier, to February 1, 2026**, by amendment (accession 0000064040-26-000004). He serves on the Nominating and Corporate Governance Committee and the Audit Committee. - **May 20, 2026 — annual meeting.** All ten director nominees were elected, say-on-pay passed (224.6 million for, 13.7 million against), and the appointment of Ernst & Young LLP as independent registered public accounting firm for 2026 was ratified. Two shareholder proposals failed: one to reduce the ownership threshold for calling a special meeting (97.5 million for, 141.8 million against) and one seeking a report on charitable support (2.5 million for, 235.5 million against). Accession 0000064040-26-000028. - **May 26, 2026 — Market Intelligence leadership departure and a data/technology reorganization.** Saugata Saha, President of S&P Global Market Intelligence and Chief Enterprise Data Officer, notified the company on May 19, 2026 of his departure effective July 30, 2026, to pursue another opportunity, and the Enterprise Data Organization was moved under Chief Technology & Transformation Officer Firdaus Bhathena. Management said it would "move quickly, and thoughtfully" to refine the leadership and structure for Market Intelligence. No successor was named in the filing. Accession 0000064040-26-000031. - **July 1, 2026 — Chief Legal Officer retirement.** Steven Kemps notified the company of his decision to retire as Executive Vice President, Chief Legal Officer effective December 31, 2026. A search for his successor was launched; if a successor is appointed earlier, Mr. Kemps transitions to Special Advisor to the CEO through the retirement date. Accession 0001104659-26-080751. - **Organizational changes disclosed with second quarter results.** Management described organizational changes in Market Intelligence and the combination of the company's supply chain products within the Energy division, alongside continued adoption of its AI solutions. Accession 0000064040-26-000040. ## Items a reader might expect to find, and where they stand - **No material legal, regulatory, impairment, going-concern or covenant event** was reported in any current report across this period. The only items of that character in the filings are routine: an asset impairment of $4 million in Energy and lease impairments of $5 million in corporate unallocated expense in the first half of 2026, and employee severance charges spread across the divisions (accession 0000064040-26-000040, Exhibit 99.1). - **No acquisition closed during the second quarter of 2026**, and the quarter's portfolio activity ran the other way, toward divestiture; acquisitions, net of cash acquired, were $26 million for the six months ended June 30, 2026. Two acquisition agreements were, however, announced just after quarter end, with the second quarter results on July 28, 2026, and remain pending: a majority stake in Agusto & Co. and a definitive agreement for datacenterHawk (see Portfolio actions). - **The closing of the $2.0 billion Mobility Global notes offering** was never confirmed in a current report of its own. The offering was priced on May 19, 2026 and expected to close May 29, 2026; the only corroboration in the filings is the $1,986 million of net senior-note proceeds in the six-month 2026 statement of cash flows.