mco-20251216
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 16, 2025
MOODY’S CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-14037 | 13-3998945 | ||||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
7 World Trade Center at 250 Greenwich Street
New York, New York 10007
New York, New York 10007
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (212) 553-0300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, par value $0.01 per share | MCO | New York Stock Exchange | ||||||||||||
| 1.75% Senior Notes Due 2027 | MCO 27 | New York Stock Exchange | ||||||||||||
| 0.950% Senior Notes Due 2030 | MCO 30 | New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ | ||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||
TABLE OF CONTENTS
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS | 3 | ||||||||||||||||||
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | 3 | ||||||||||||||||||
| SIGNATURES | 4 | |||||||||||||||||||
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Item 5.02, “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers”
On December 16, 2025, the directors of Moody’s Corporation (the “Company”) approved the amendment and restatement of the Amended and Restated Moody’s Corporation 2001 Key Employees’ Stock Incentive Plan (the “2001 Plan”) to: (i) revise the definition of “Good Standing” and require that an employee who receives “Retirement” treatment be in Good Standing and in compliance with post-termination obligations under the 2001 Plan; (ii) permit the Company to require a release of claims as a condition for Retirement treatment; (iii) add flexibility for restricted stock unit (“RSU”) vesting schedules; and (iv) clarify that equity treatment upon death or disability matches current Company practice without requiring approval of the Compensation & Human Resources Committee.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the 2001 Plan, which is attached hereto as Exhibit 10.1.
Item 9.01, “Financial Statements and Exhibits”
(d) Exhibits
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MOODY'S CORPORATION | |||||
| By: | /s/ Elizabeth M. McCarroll | ||||
| Elizabeth M. McCarroll | |||||
| Managing Director — Corporate Governance, Securities and Corporate Secretary | |||||
Date: December 19, 2025
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