mco-20260108
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): January 8, 2026
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 7.01 | REGULATION FD DISCLOSURE | 3 | ||||||
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | 3 | ||||||
| SIGNATURES | 4 | |||||||
| EXHIBIT 99.1 | ||||||||
| EXHIBIT 104 | ||||||||
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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”
(d) On January 12, 2026, Moody’s Corporation (the “Company”) announced that Ms. Lisa P. Sawicki has been elected as a member of the Company’s Board of Directors, effective as of March 16, 2026. Ms. Sawicki also has been elected to serve on the Board’s Audit and Governance & Nominating Committees effective March 16, 2026. With the election of Ms. Sawicki, the Company’s Board will consist of ten directors. Ms. Sawicki, 58, served as Chair of the Global Board and Client Partner at PricewaterhouseCoopers LLP (“PwC”), a private professional services firm, from 2021 to 2025. Prior to that, Ms. Sawicki held several leadership roles within PwC, including Lead Client Partner, Financial Services (2003–2024), Financial Services Assurance Leader, New York (2015–2017), and Assurance Diversity Leader (2012–2015). Earlier in Ms. Sawicki’s career, she served as Financial Services Assurance Leader, Carolinas (2009–2012) and became a Partner in 2003 after progressing through positions of increasing responsibility since joining PwC in 1989. Ms. Sawicki earned a BS in Accounting from New York University and holds a CPA license in New York and North Carolina.
In accordance with the Company’s director compensation plan for non-employee directors, Ms. Sawicki will be paid an annual cash retainer of $120,000, payable in quarterly installments. In March 2026, she will receive an annual restricted stock unit award under the 1998 Moody’s Corporation Non-Employee Directors’ Stock Incentive Plan equivalent in value to $230,000 based on the fair market value of the Company’s common stock on the effective date of the grant, which award vests on the first anniversary of the date of grant.
A copy of the Company’s press release relating to Ms. Sawicki’s election as director is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Exhibit 99.1 shall not be incorporated by reference into future filings under the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.
Ms. Sawicki was not selected pursuant to any arrangement or understanding between her and any other person. Ms. Sawicki has no family relationships with any of our directors or executive officers. There have been no related party transactions between the Company and Ms. Sawicki reportable under Item 404(a) of Regulation S-K.
Item 7.01, “Regulation FD Disclosure”
The Company’s press release announcing Ms. Sawicki’s election is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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 (included as Exhibit 101). | |||||||
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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: January 12, 2026
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